STANDARD TERMS AND CONDITIONS
FOR SONAK CUSTOMERS
1. DEFINITION OF TERMS
a. Brand refers to the goods sold and distributed by SONAK.
b. Disclosing Party refers to any party who discloses to the other personal information or confidential information to the
other.
c. Receiving Party refers to the party who receives personal information or confidential information from the other.
d. Confidential Information refers to all information that has been designated as confidential, or would reasonably be
regarded as confidential in nature, coming from a disclosing party to the receiving party, whether such disclosure is in
writing, orally or by any other means, and whether such disclosure occurs before or after the date the Delivery
Receipt/Sales Invoice becomes effective.
The terms of the Delivery Receipt/Sales Invoice and this STC are Confidential Information.
e. BUYER refers to the party, who transacts directly with SONAK for the delivery of goods indicated in the Delivery
Receipt/Sales Invoice.
f. SONAK refers to SONAK CORPORATION, SONAK SPORTS SPECIALISTS, INC., SONAK LAND CORPORATION, SONAK ASIA
PTE. LTD., their subsidiaries and affiliates, as indicated in the Delivery Receipt and/or Sales Invoice
g. Party refers to SONAK and/or the BUYER if referred individually.
h. Parties refers to both SONAK and the BUYER, if referred collectively.
i. Transaction refers to the delivery of goods indicated in the Delivery Receipt and/or Sales Invoice
j. Defective of Product refers to any goods subject of a Transaction which is not fit for its intended use due to
manufacturing defects or material flaws.
k. Counterfeit Product refers to supposed Brand products which are manufactured, packaged, labeled, or otherwise
presented in a manner that is likely to cause confusion, deception, or mistake among consumers as to their source,
origin, or authenticity.
This includes, but is not limited to, goods that bear unauthorized reproductions or imitations of the Brand's trademarks,
logos, designs, packaging, or other distinctive features.
l. Territory refers to the Republic of the Philippines.
2. DELIVERY
a. INCOTERMS: Unless otherwise specifically agreed upon in writing, BUYER agrees that the goods are to be delivered FOB
Metro Manila.
b. PLACE OF DELIVERY: Delivery of the goods shall be made by SONAK to the designated Delivery Point, which shall be
within Metro Manila unless otherwise agreed upon in writing by both Parties. SONAK shall bear the costs of delivery
within Metro Manila. Otherwise, the BUYER shall be solely responsible for all delivery expenses.
3. PAYMENT AND TAXES
a. Unless otherwise stated in the Sales Invoice, payment shall be through Check or Bank deposit. Checks shall be payable to
SONAK CORPORATION, crossed with the notation "Payee Account Only".
Payment to the order of “Cash” shall not be recognized.
b. Each party shall be solely responsible for the payment of all taxes, duties, fees, levies, and other charges imposed by any
governmental authority in connection with this Transaction and its performance.
4. REPLACEMENT POLICY
a. DISCREPANCY IN QUANTITY: Should any discrepancy in the quantity of the Products be discovered, BUYER shall provide
written notice to SONAK within twenty-four (24) hours from the date of delivery (“Notification Period”). Upon the
expiration of the Notification Period, SONAK shall not be liable for any discrepancies in quantity.
b. RETURN OF DEFECTIVE PRODUCTS: SONAK may, at its discretion, replace any defective goods that do not meet quality
control standards, provided that the BUYER submits a written notification within seven (7) days from receipt of the
goods.
If a claim for defective goods is deemed unjustified or not attributable to SONAK, the BUYER shall bear the expenses
associated with returning the goods. The provision of SONAK’s Return Policy shall have suppletory application herein.
c. RISK AND TITLE: The BUYER shall assume the risk of the goods upon the delivery to the carrier/forwarder/consolidator.
Title over the goods shall, nonetheless, remain with SONAK until all payment due have been paid by the BUYER in full.
5. PENALTY, INTERESTS AND LIQUIDATED DAMAGES
a. As may be applicable, in the event that the BUYER fails to pay the full amount due based on the date indicated in the
Delivery Receipt/Sales Invoice, the BUYER shall pay the foregoing amount plus interest of three percent (3%) per month
of delay or the highest allowable interest for loans or forbearance of money, whichever is higher.
SONAK reserves the right to charge other costs that may be incurred as a result of the BUYER’s non-payment of any
amount of the Transaction as it falls due.
b. In the event of a breach by the BUYER, of its obligations on (Intellectual Property) and/or (Counterfeit Products), the
BUYER shall be liable to pay SONAK, as liquidated damages, an amount equivalent to the total value of the transaction(s)
with SONAK.
The payment of such liquidated damages shall be without prejudice to any other remedies available to SONAK under the
Delivery Receipt/Sales Invoice, this STC, or applicable law.
6. CONFIDENTIALITY
a. The Receiving Party shall not disclose any Confidential Information to any other person without the prior written consent
of the Disclosing Party or use the Confidential Information for any purpose other than the performance of its obligations
under the Delivery Receipt/Sales Invoice and this STC.
b. The obligations referred herein shall not apply to disclosures of any of the following information: to either Parties
affiliates, directors, officers, employees, representatives, accountants, legal counsel and other advisors, it being
understood that the persons to whom such disclosure is made will be informed of the confidential nature of such
information and instructed to keep such information confidential; to the extent requested by any competent
governmental authority; as necessary, in connection with any suit, action or proceeding relating to the Delivery
Receipt/Sales Invoice and this STC or the enforcement of the rights hereunder; or to the extent such information becomes
publicly available, other than as a result of a breach of this Section.
c. The provisions laid down herein shall survive the termination or expiration of the Delivery Receipt/Sales Invoice and this
STC.
7. DATA PRIVACY
Each Party shall comply with all applicable data protection and privacy laws, including but not limited to the provisions of the
Data Privacy Act of 2012, and its corresponding implementing rules and regulations in relation to the collection, processing,
storage, and transfer of personal information under this Delivery Receipt/Sales Invoice and this STC.
8. INTELLECTUAL PROPERTY
BUYER shall not infringe upon any intellectual property rights of SONAK and the Brand/s and shall exert best efforts to
prevent any BUYER from infringing the rights of SONAK and the Brand/s.
BUYER is prohibited from using any of SONAK and/or the Brand/s’ intellectual property, including but not limited to
trademarks, logos, copyrights, patents, and trade secrets, in any manner whatsoever, including but not limited to, in
advertising, marketing materials, social media, websites, or any other public forum, without the express prior written consent
of SONAK in each instance.
9. LIABILITY
a. EXEMPTION FROM LIABILITY: In no event will SONAK, its affiliates, and its directors, officers or shareholders be liable for
any indirect, consequential, incidental, special, punitive, or exemplary damages for any loss of revenue, profits, sales, data,
data use, goodwill, or reputation for acts or omissions by BUYER.
SONAK shall not be liable for any loss, damage, injury, or death arising from this Transaction and the use of the Brand/s,
whether such loss, damage, injury, or death is caused by product defect or otherwise.
b. BUYER releases and forever discharges SONAK its affiliates, and its directors, officers or shareholders from any and all
claims, demands, actions, causes of action, damages, costs, losses, and expenses (including attorneys' fees) arising out of
or in any way connected with this Transaction and the use of the Brand/s.
10. TERMINATION
a. SONAK reserves the right to terminate the Transaction for convenience, without cause, by providing written Notice to the
SUPPLIER. Such termination shall take effect within seven (7) calendar days from receipt of said Notice by the BUYER
b. SONAK shall have the right to immediately terminate the Transaction without the need for prior notice, in the event that
the BUYER:
i. Materially breaches any provision of these Terms and Conditions;
ii. Becomes insolvent, files for bankruptcy, or is placed under receivership;
iii. Commits fraud, willful misconduct, or makes any material misrepresentation;
iv. Engages in acts that are illegal, unethical, or detrimental to SONAK’s business interests;
v. Fails to perform its obligations in a timely and satisfactory manner despite written demand;
vi. Any other circumstance commonly recognized under law or equity as sufficient ground for immediate termination.
c. In the event of termination pursuant to the foregoing provisions, SONAK shall be entitled to recover liquidated damages
equivalent to twice the amount of the Transaction as specified in the Delivery Receipt/Sales Invoice.
11. RIGHT TO SUBCONTRACT
SONAK may, in its sole discretion, subcontract, delegate, or otherwise engage third parties, including affiliates, contractors,
vendors, and cloud or software providers, for the performance of any aspect of the obligations herein, and shall remain
responsible for the overall delivery of the goods, provided that SONAK shall not be liable for acts, omissions, failures, or
downtime attributable to third-party systems, platforms, or infrastructure (including cloud hosting providers,
telecommunications networks, and APIs) beyond its reasonable control.
BUYER acknowledges that the delivery of the goods necessarily rely on such third-party resources, that SONAK may
upgrade, substitute, or replace such resources at its discretion, that manpower may be provided by employees, contractors,
or subcontractors as determined appropriate by SONAK, and that any additional services, customizations, or non-standard
requirements requested by BUYER shall be subject to additional fees without the need for SONAK to obtain
BUYER’s consent or approval in connection with any subcontracting or delegation.
12. TERRITORIAL RESTRICTION
BUYER shall not sell, distribute, or otherwise market the Brand outside of the Territory without the express written consent of
SONAK.
13. COUNTERFEIT PRODUCTS
The BUYER shall immediately notify SONAK if the BUYER becomes aware of, or is offered the opportunity to purchase, or has
any information about any counterfeit versions of the Brand.
14. MISCELLANEOUS
a. ARBITRATION: In the event any dispute with respect to any of the terms and conditions of the Delivery Receipt/Sales
Invoice and this STC, the duly authorized representatives of the Parties shall meet as promptly as practicable after notice
to resolve such dispute.
Any dispute, controversy, or claim between the Parties arising from or in relation to the Transaction shall first be settled
amicably.
In case the dispute is not settled, Parties shall enter arbitration in accordance with the rules of the Philippine Dispute
Resolution Center, Inc., Arbitration.
The Arbitration panel shall be composed of three (3) arbitrators. Each Party shall designate an arbitrator, and the
two arbitrators designated shall select the third arbitrator who will act as the presiding arbitrator.
The decision of the arbitration panel shall be final and executory unless properly set aside by a competent court on
grounds allowed by law. The costs of arbitration shall be divided between the Parties.
b. RELATIONSHIP: The provisions of the Delivery Receipt/Sales Invoice and this STC shall not be deemed to have created a
relationship between the Parties as that of employer-employee, principal-agent, or partners of a joint venture or any
other kind of partnership.
Neither Party is authorized to act or hold itself out as having authority to act as an agent or otherwise for or on behalf of
the other Party in any way or for any purpose.
c. NON-ASSIGNABILITY: Unless otherwise expressly allowed in writing by SONAK, the SUPPLIER shall assign, transfer, or
delegate any of its rights or obligations under the Delivery Receipt/Sales Invoice and in the herein terms to any third
party without the prior written consent of the other Party.
d. BINDING EFFECT: Except as otherwise expressly provided, the provision of this STC shall inure to the benefit of and be
binding upon each Party thereto, and their respective successors and assigns.
e. AMENDMENTS: the Delivery Receipt/Sales Invoice, including the provisions of this STC together with its Annexes, if any,
may be amended only in writing by the Parties through their duly authorized officers or representatives.
f. GOVERNING LAW AND JURISDICTION: The Delivery Receipt/Sales Invoice and the provisions of this STC shall be
governed by, construed, and enforced in accordance with the laws of the Republic of the Philippines.
In case of dispute, the Parties hereby agree to submit themselves to the exclusive jurisdiction of the proper courts within
Muntinlupa City, to the exclusion of other courts.
g. NON-WAIVER: No failure or delay by a Party to exercise any right or remedy provided under the Delivery Receipt/Sales
Invoice and this STC, or by law, shall constitute a waiver of that or any other right or remedy, nor shall it prevent or
restrict the further exercise of that or any other right or remedy.
No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other
right or remedy.
The failure of a Party to insist upon a strict performance of any of the terms, conditions and covenants hereof shall not
be deemed a relinquishment or waiver of any right or remedy that said party may have, nor shall it be construed as a
waiver of any subsequent breach of the same or other terms, conditions or covenants.
Any waiver by either Party of any breach of any provision of the Delivery Receipt/Sales Invoice and this STC must be in
writing signed by the waiving Party.
h. APPLICABILITY These terms and conditions shall govern the relationship between the parties unless a long-form
contract is duly executed, in which case the provisions of such contract shall prevail.
i. SEVERABILITY: If any provision of this the Delivery Receipt/Sales Invoice and this STC is held to be illegal, invalid, or
unenforceable, such provision shall be modified to the minimum extent necessary to make it legal, valid, and
enforceable.
If such modification is not possible, the Parties shall negotiate in good faith to amend such provision to achieve a legal,
valid, and enforceable provision that, to the greatest extent possible, reflects the Parties' original commercial intent.
The invalidity or unenforceability of any provision of the Delivery Receipt/Sales Invoice and this STC shall not affect the
validity or enforceability of the remaining provisions.