STANDARD TERMS AND CONDITIONS FOR SONAK SUPPLIERS

STANDARD TERMS AND CONDITIONS (STC) v. 01/12/2026

FOR SUPPLIERS

Upon receipt of the herein Purchase Order, you agree to be bound by the following standard terms and conditions (“STC”):

DEFINITION OF TERMS:
1. Disclosing Party refers to the party who discloses to the other personal information or confidential information to the other.
2. Receiving Party refers to the party who receives personal information or confidential information from the other.
3. 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 Purchase Order becomes effective. Confidential information shall also include the personal information of data subjects which is processed by the Receiving Party in relation to the performance of its obligation in this Purchase Order and this STC.
4. SONAK refers to SONAK CORPORATION, its subsidiaries and affiliates.
5. SUPPLIER refers to the party to whom SONAK transacts with for the delivery of goods or performance of the services as indicated in its Purchase Order.
6. Party refers to SONAK and/or the SUPPLIER if referred individually.
7. Parties refers to both SONAK and the SUPPLIER, if referred collectively.
8. Transaction refers to the delivery of services or goods indicated in the Purchase Order.
9. Defective Product refers to any goods subject of a Transaction which is not fit for its intended use due to manufacturing defects or material flaws.

DELIVERY AND DELAY
1. SUPPLIER shall deliver to SONAK only those Goods or Services that conform to the specification of SONAK in the Purchase Order. No counterfeit or fake items shall be delivered by the SUPPLIER to SONAK. Delivery of counterfeit or fake items shall be deemed a material breach of this Purchase Order, thereby entitling SONAK to enforce the provisions on (Defective Goods) and (Termination for Material Breach).
2. Place and date of delivery shall be that indicated by SONAK in the Purchase Order.
3. The SUPPLIER’s performance of services, or delivery of goods to SONAK as the case may be, does not constitute the acceptance thereof. The Delivered goods and performed services are subject to inspection and quality audit by SONAK. SONAK serve the right to reject them even after delivery Goods and Services not conforming with the Purchase Order or done in contravention to this STC.
4. All goods and/or materials delivered by the SUPPLIER must be clearly marked with accurate description, specifications, quality and quantity, the name of the SUPPLIER and the purchase order number.
5. All delivery documents must show the Purchase Order in addition to goods or service description. For imported Goods, SUPPLIER shall ensure that the necessary documents for timely custom clearance are received by SONAK's authorized custom broker on or before the arrival of Goods at the port entry. If SUPPLIER fails to deliver the documents on or before the arrival of the goods at the port entry, the SUPPLIER shall be liable for any and all cost incurred by SONAK. as a consequence, thereof, including but not limited to demurrage, storage and detention cost. The said cost shall be deducted by SONAK from any and all payables to Supplier, without any prejudice to SONAK right to enforce payment against the Supplier for any deficiency.
6. Risk of loss for the goods and materials to be used for the services shall remain with SUPPLIER until the delivery thereof has already been unconditionally accepted by SONAK.
7. Time is of the essence in the delivery performance by the SUPPLIER of the Transaction. In the event the SUPPLIER should fail, for any reason whatsoever other than force majeure, or other than SONAK’s fault or negligence, to perform the Transaction within the specified date as provided in the Purchase Order, SONAK may, at its sole option, impose a penalty in the form of liquidated damages amounting to 1/10 of 1% of the total price for the consideration indicated in the Purchase Order per day of delay, but not exceed 10% thereof, provided however, SONAK may, at its sole option, contract out the Transaction from any other SUPPLIER. In such case, the SUPPLIER shall pay SONAK with the difference between the amount of the new transaction that SONAK entered with other SUPPLIERs and the amount of the Transaction as indicated in the Purchase Order. The SUPPLIER shall reimburse SONAK the foregoing difference within seven (7) working days from receipt of the SUPPLIER's notification and invoices relative to the purchase made.
8. The SUPPLIER is not entitled to effect partial deliveries, unless SONAK has expressly approved such partial delivery in writing. In the event that the Supplier delivers a quantity in excess of the quantity ordered, SONAK shall not be responsible for taking delivery of, storing or maintaining such excess quantities and shall further be entitled to return any such excess quantities to the SUPPLIER at the SUPPLIER’s expense.

PAYMENT AND TAXES
1. Unless otherwise specifically stated in the Purchase Order payment shall be made within thirty (30) calendar days from receipt of invoice and written acceptance of goods or services by SONAK.
2. SONAK, at its election, may settle the amounts due to the SUPPLIER by cash, online bank transfer, or check.
3. SONAK reserves the right to withhold payment in case the goods or services delivered related to the Transaction are defective.
4. Unless expressly provided in the Purchase Order, the amount stated therein as payment for the Transaction shall be deemed inclusive of Value Added Tax (VAT), all other applicable withholding taxes and all other charges.
5. Either Party shall be solely responsible for payment of all taxes, duties, and government charges arising from their obligations indicated herein.

REPLACEMENT POLICY. In case the SUPPLIER delivers defective or damaged goods, goods not conforming with the specifications set forth in the Purchase Order, or fails to deliver or perform the services related to the Transaction, SONAK may require the SUPPLIER to either:
1. Upon issuance of written notice to the SUPPLIER, in case of defective goods or materials:
  1. Rejection of the goods or materials upon delivery thereof and the immediate termination of the Transaction.
  2. Deduction of the total amount due in the Purchase Order on the basis of the price of the non-conforming goods or materials.
  3. Order the immediate replacement of goods and/or materials without additional cost to SONAK.
  4. Order the immediate return of the goods and/or materials and the immediate termination of the Transaction without additional cost to SONAK.
  5. Have the goods or materials supplied by another supplier. SONAK shall bear no liability for payment of the Transaction to the original SUPPLIER, and the SUPPLIER shall reimburse SONAK for any excess costs incurred in engaging another SUPPLIER to complete the Transaction.
2. Upon issuance of written notice to the SUPPLIER, in case of defective performance of services:
  1. Immediately terminate the Transaction without additional cost to SONAK.
  2. Have the services performed by another supplier. SONAK shall bear no liability for payment of the Transaction to the l SUPPLIER, and the SUPPLIER shall reimburse SONAK for any excess costs incurred in engaging another SUPPLIER to complete the Transaction.
3. In the exercise of either of the foregoing, SONAK reserves the right to recover damages arising from the defective performance of the SUPPLIER’s obligations, including but not limited to costs, losses, or incurred expenses.

PENALTIES, INTERESTS AND LIQUIDATED DAMAGES
1. Unless otherwise specifically stated in the Purchase Order payment shall be made within thirty (30) calendar days from receipt of invoice and written acceptance of goods or services by SONAK.
2. In the event of a breach by the BUYER, of its obligations in Section 7 (Intellectual Property) and/or Section 8 (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.

CONFIDENTIALITY
1. 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 Purchase order and this STC.
2. 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 Purchase Order 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.
3. The provisions laid down herein shall survive the termination or expiration of the Purchase Order and this STC.
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 Purchase Order and this STC.

INTELLECTUAL PROPERTY
1. Unless otherwise stipulated in writing, the provisions set forth herein shall not be deemed an assignment of right for the use of trademarks owned by SONAK and the brands to which it is associated to (the “Brands”).
2. The SUPPLIER shall not infringe upon any intellectual property rights of SONAK and the brands and shall exert best efforts to prevent any other individuals from infringing the rights of SONAK and the Brand/s. SUPPLIER 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.

WARRANTIES

SUPPLIER warrants the following:
1. Authority to Transact: its authorized personnel has full power and authority to enter into, sign, and perform the Transaction, and such execution and performance have been duly authorized by all necessary corporate or organizational actions.
2. Quality of Goods and Materials: All goods and materials delivered as indicated in the Purchase Order shall be of merchantable quality, free from defects, and in conformity with the specifications and standards agreed upon.
3. Compliance with Laws: It shall comply with all applicable laws, rules, and regulations in connection with the Transaction, including but not limited to the acquisition of all necessary permits, licenses, and approvals required for performance.
4. Authority of Personnel: Its employees, agents, subcontractors, and other persons engaged to perform the Transaction are duly authorized and competent to carry out their respective obligations.

INDEMNIFICATION The SUPPLIER shall indemnify, defend, and hold SONAK free and harmless from any and all claims, liabilities, damages, losses, costs, and expenses of whatever nature that may arise out of or in connection with the SUPPLIER’s performance of the Transaction.
TERMINATION
1. 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 SUPPLIER.
2. SONAK shall have the right to immediately terminate the Transaction without the need for prior notice, in the event that the SUPPLIER:
  1. Materially breaches any provision of these Terms and Conditions;
  2. Becomes insolvent, files for bankruptcy, or is placed under receivership;
  3. Commits fraud, willful misconduct, or makes any material misrepresentation.
  4. Engages in acts that are illegal, unethical, or detrimental to SONAK’s business interests.
  5. Fails to perform its obligations in a timely and satisfactory manner despite written demand.
  6. Any other circumstance commonly recognized under law or equity as sufficient ground for immediate termination.
3. 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 Purchase Order.
MISCELLANEOUS
1. ARBITRATION: In the event any dispute with respect to any of the terms and conditions of the Purchase Order 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.
2. RELATIONSHIP: The provisions of the Purchase Order 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.
3. 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 Purchase Order and in the herein terms to any third party without the prior written consent of the other Party.
4. 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.
5. AMENDMENTS: the Purchase Order, 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.
6. GOVERNING LAW AND JURISDICTION: The Purchase Order 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.
7. NON-WAIVER: No failure or delay by a Party to exercise any right or remedy provided under the Purchase Order 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 Purchase Order and this STC must be in writing signed by the waiving Party..
8. 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.
9. SEVERABILITY: If any provision of this the Purchase Order 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 Purchase Order and this STC shall not affect the validity or enforceability of the remaining provisions.

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