PURCHASE ORDER Purchase Order Date: May 14, 2025 Purchase Order No.: 4561448331 Suplier Name: Zinex Zign Express Buyer Name: PMG Integrated Communications Philippines, Inc. 2F FAMAC Building, Purol Petronex, Brgy. Poblacion, Ipil, Zamboanga Sibugay Ipil 3rd Floor 2270 Mirax Building, Don Chino Roces Extension, Barangay Magallanes, Makati City 1231 Contact Person: Jewel Reyes Phone: Email: iamjewelreyes40@gmail.com Contact Person: Rose Ann Gonzales Phone: +639398924922 Email: roseann.gonzales@pmgasia.com Project Name: HALAL CORNER 2025 - Logistics Cost Project Specifications Unit HALAL CORNER 2025 -Logistics No.of.version 1 Specifications Price/Unit 1 100,800.0000 ₱ 100,800.00 Zinex Logistics Cost Payment Term: 120 days Product Development Cost (if available): Incoterm Applied: ___DDP ___FOB Delivery Date: Ship To: Company Name:tbc Address:TBC Contact Person: Tel no:TBC Sub Total amount (exclusive of TAX) Less: 2% Web Fee Subtotal (Exclusive of Tax) Tax Rate Tax Amount ₱100,800.00 ₱2,016.00 ₱98,784.00 12% ₱11,854.08 Total Invoice Amount ₱110,638.08 AQL Standard: Pre-Shipment Inspection Date: Invoice To: Company Name:PMG Integrated Communications Philippines, Inc. Address:3F Mirax Building, 2270 Don Chino Roces Extension, Barangay Magallanes Contact Person: Rose Ann Gonzales Tel no:+639398924922 All Goods and Services are supplied to our Terms and Conditions TERMS AND CONDITIONS 1. AGREEMENT OF DOCUMENTS Unless this Purchase Order ("PO") is issued under a written procurement agreement between the buyer company issuing this PO ("Buyer") and Supplier, this PO and any attachments are the sole and exclusive agreement of Buyer and Supplier for the products and services in this PO (“Products” and "Services"). If this PO is issued under a written procurement agreement, the provisions of that agreement will control. Supplier’s acknowledgment of the PO or its commencement of performance shall constitute to acceptance of all of the terms and conditions hereof. No other document, including Supplier’s proposal, quotation, or acknowledgement form, will be part of this agreement, unless Buyer has specifically referenced the document in this PO. Supplier’s general terms and conditions will not be applicable even if they are part of such document or reference is made to them in such document. Upon Buyer’s request, Supplier will invoice Buyer electronically. These terms and conditions, together with the purchase order, statement of work and any other documents specifically adopted by reference in any such documents, constitute the entire agreement between the parties. This PO is effective upon Supplier’s commencement of performance or the date of Supplier’s signature below, whichever is earlier. 2. RECEIPT OF PO Supplier shall sign and return the signed Purchase Order within 24 hours upon receipt via email. Supplier must also ensure that PO number is always shown on upper right hand of Supplier's Invoice, Packing List, etc. 3. QUANTITIES The Purchase Order states item quantities required by Buyer. Buyer reserves the right to totally or partially reject any shipment from Supplier that does not contain the exact quantity of items ordered for that shipment. 4. DELIVERY Original shipping documents such as SHIPMENT INVOICE, PACKING LIST, BILL OF LADING, RE-EXPORT C.O., CHINA FORM A AND EXPORT LICENSE if applicable, must be submitted within five (5) days after departure of carrying vessel. 5. DELIVERY SCHEDULE Time is of the essence with respect to Supplier’s delivery of Products. If Supplier fails to deliver on time, Buyer may cancel the PO and purchase replacements elsewhere and Supplier will be liable for actual and reasonable costs and damages Buyer incurs. Buyer reserves the right to deduct the penalty of 10% of the bill value, upon failure to meet the deadline. Supplier must promptly notify Buyer if it is unable to comply with the delivery date specified in this PO. In case Supplier takes any other method written in the PO, Supplier must consult Buyer. With Buyer's approval, Supplier shall take alternative delivery method at Supplier's cost. Upon delivery, a Daily Dispatch Report must be submitted via email by 11am. Invoice No., LR No., Transporter Name, Vehicle Number & Driver's contact details should be reflected. 6. PRICE AND PAYMENT TERMS The prices stated in the PO shall apply throughout the performance of this agreement. The price of the Goods or the Services is the price stated on the face of this PO and it shall include all charges for production, packing and loading, Pre-shipping inspection including the accommodation, products testing cost and any other related charges as per the applicable Incoterms. The Buyer shall not be responsible for any expenses, charges or price other than those set out in the Purchase Order. No price changes will be accepted unless authorized in writing by the Buyer prior to shipment of Goods or performance of Services. Buyer shall pay Supplier in the manner of Payment Terms shown on this PO. 7. QUALITY Supplier will carry out quality assurance testing and pre-shipping inspection of the Goods in accordance with the quality standards and issue certificates of conformity or analysis as required by Buyer, or as otherwise agreed in writing with Buyer. Supplier will submit to Buyer, free of charge, such samples of the Goods, ingredients, and packaging materials to be used in the manufacturing and packaging of the Goods as Buyer may reasonably require from time to time in order to allow Buyer to monitor the compliance by Supplier with its obligations. In the event that Supplier becomes aware of the existence of any quality or technical problem relating to any Goods within the control of Supplier, Supplier will ensure that the Goods affected or believed to be affected by the problem are kept separate from all other Goods, and are not allowed to leave Supplier's premises without the prior consent of Buyer. Supplier will establish (with Buyer's previous approval) reporting procedures with a view to identifying the nature and extent of, and resolving the problem in question, and keeping the appropriate Buyer representatives informed of all progress being made in these areas. For international shipments, Supplier shall be liable to pay a re-Pre-shipment Inspection (PSI) charge for a second quality control inspection plus all related transportation and accommodation expenses. 8. PACKAGING, STORAGE AND TRANSPORTATION a. The goods shall be properly packed, marked, loaded and shipped as required by this Agreement and by the transporting carrier. Unless Buyer instructs otherwise, the goods shall be shipped in a manner that this PO indicates. Supplier shall reimburse Buyer for all expenses incurred due to improper packing, marking, loading or routing. Buyer will not accept any Goods with damaged or stained package without mentioning of any defective items caused during packaging, storage, and transportation. b. Supplier accepts full responsibility for the completeness and accuracy of all transport and customs documentation (“Shipping Documents”) provided to Buyer. If not otherwise specified, all Goods shall be shipped to Buyer DDP (Incoterms 2010). For products that will be imported into any other country, Supplier will comply with all import laws and administrative requirements, including the payment of all associated duties, taxes and fees. Supplier accepts any liabilities resulting from incomplete or inaccurate data on Shipping Documents or failure to comply with any import or export requirements. 9. DOCUMENTATION REQUIREMENT PO number must be shown on all containers, papers, packing slips, invoices and other correspondence or documents related to this PO. Supplier and its affiliates are responsible for any and all duties, filings, documentation and record keeping, applicable custom application. 10. WARRANTIES a. Supplier hereby warrants to Buyer that, in addition to any and all express and implied warranties provided in this PO or applicable Laws, the Goods or Services to be supplied to this PO are: (i) shall be provided in a competent, professional manner and in accordance with the highest standards and best practices of Supplier’s industry; (ii) shall be free from defects in materials and workmanship, and shall be merchantable and fit for their particular purpose; (iii) shall conform to and perform in accordance with all specifications, drawings, samples and other requirements referred to in the Order and provided by Supplier; (iv) when shipped shall be free from all liens, security interests and encumbrances of any type whatsoever; and (v) shall be manufactured, produced, labeled, furnished and delivered to Buyer in full and complete compliance with all applicable laws and regulations, any laws regarding slavery and human trafficking in any country in which Supplier is doing business, and all rules, regulations, standards and rulings promulgated or issued thereunder, as from time to time amended, modified and/or superseded. Supplier agrees to cooperate with any audit conducted by Buyer or at Buyer’s direction to confirm that the Materials are being generated without reliance on child labor, slave labor or human trafficking. Furthermore, as requested by Buyer, Supplier agrees to execute and provide any and all information, documents and certifications reasonably required by Buyer pursuant to subsection (v) above, and use due diligence protocols, standards and procedures in its supply chain as are necessary to comply with its obligations herein. b. Supplier shall give Buyer reasonable advance written notice of any production change related to the Goods, including but not limited to any change in the manufacturing process, formulation, raw materials or production location. For any change that could affect performance of the Materials, Supplier shall complete any reasonable qualification processes of Buyer and address Buyer’s concerns about the change. 11. INSPECTION AND REJECTION Payment will not be deemed acceptance of Products- and such Products will be subject to inspection and rejection. Buyer may reject Products that do not comply with Buyer's acceptance criteria or applicable specifications or instructions. Acceptance of any part of the PO shall not bind Buyer to accept future shipments of non-conforming Products, nor deprive it of the right to return non-conforming Products. At Buyer's option, it may cancel the PO for rejected Products, obtain a refund, or require Supplier to repair or replace such Products or re-perform such services without charge and in a timely manner. Supplier shall be liable for all costs incurred by Buyer to return rejected Products. Any variation on the declared dimension or weight for shipments will cause penalty at Supplier's account. 12. TRACEABILITY OF INGREDIENTS AND GOODS Supplier will at all times be able to provide details and data regarding the exact origin of the ingredients used to produce the Goods and the movement of the Goods, in order to, in the event of quality issues, respectively, ensure traceability of ingredients used and guarantee an efficient recall action of Goods. 13. PRODUCT RECALL In the event that Supplier becomes aware of the existence of any non-conformity or defect relating to any Goods, which have left the control of Supplier, and Supplier reasonably believes that such defect or non-conformity either creates or is likely to give rise to a risk to the health or safety of consumers, Supplier will immediately notify Buyer. 14. INTELLECTUAL PROPERTY Supplier grants Buyer all rights and licenses necessary for Buyer (including Buyer's parent, subsidiaries, and other related legal entities), to use, transfer, pass-through, and sell the Products and to exercise the rights granted under this PO. In addition, Buyer will be the exclusive owner of all deliverables created by Supplier in connection with or during the performance of services provided pursuant to a PO, any works based on or derived from such deliverables ("Derivatives"), and any ideas, concepts, inventions or techniques that Supplier may conceive or first reduce to practice in connection with developing the Deliverables ("Deliverable Concepts") (the deliverables, Derivatives, and Deliverable Concepts are collectively referred to as, "Buyer Materials") and all intellectual property rights therein, including patents, copyrights, trade secrets, trademarks, moral rights, and similar rights of any type under the laws of any governmental authority (collectively, "Intellectual Property Rights"). All copyrightable Buyer Materials shall be prepared by Supplier as a "work made for hire" for Buyer, and Buyer shall be considered the author of the Buyer Materials for purposes of copyright. To the extent that the Buyer does not acquire ownership of such copyrights as a work made-for-hire, and with respect to all other rights, Supplier hereby assigns and agrees to assign upon creation to Buyer all right, title and interest in and to the Buyer Materials and all Intellectual Property Rights therein. To the extent such assignment of rights and ownership is invalid or any of the foregoing rights, including so-called "moral rights" or rights of "droit moral," may be inalienable, Supplier agrees to waive and agrees not to exercise such rights, and if such waiver and agreement are deemed invalid, to grant to Buyer and its designees the exclusive, transferable, perpetual, irrevocable, worldwide and royalty free right to make, use, market, modify, distribute, transmit, copy, sell, practice, and offer for sale and import the Buyer Materials and any process, technology, software, article, equipment, system, unit, product or component part covered by the Deliverable Concepts or a claim of any patent in any part of the Deliverable Concepts. At Buyer’s request, Supplier will obtain the execution of any instrument, including from any employee or contractor, that may be appropriate to assign these rights under this paragraph to Buyer or perfect these rights in Buyer’s name. Supplier agrees that any copyrightable material prepared for Buyer shall carry on the face thereof in legible form a copyright notice identifying Buyer and the year of publication. 15. TERMINATION Buyer may terminate this PO or any other PO between Buyer and Supplier for the following cause: (i) late delivery, (ii) delivery of goods that are defective or that do not conform to this Agreement, or (iii) failure upon request to provide Buyer with reasonable assurances of future performance. Additionally, Buyer may forthwith cancel this Agreement in the event of any of the following: (i) insolvency of Supplier; (ii) the filing of an involuntary or voluntary petition of bankruptcy against Supplier; (iii) the execution by Supplier of an assignment for the benefit of creditors; or (iv) the appointment of a receiver over Supplier's assets. 16. INDEMNIFICATION Supplier agrees to indemnify and hold Buyer harmless from and in respect of any damages, losses or expenses which Buyer may suffer or incur (including reasonable attorneys’ fees) arising out of, relating to or concerning any claim, action or allegation that any of the Goods (or the use of same in an intended manner) infringes any patent or intellectual property rights claimed by any third party; provided that Buyer shall notify Supplier in writing of any such claim, act or allegation promptly after learning of the same and shall assist and cooperate in the defense or settlement thereof. Such defense or settlement shall be at Supplier’s sole expense, and Supplier shall pay all damages and costs finally awarded against Buyer as a result of any such suit or proceeding. 17. INSURANCE For the duration of this Agreement and for three years following its completion or termination, Supplier shall secure and maintain in effect, at its own expense, by insurance companies rated A+ or better by Standard & Poor Global Rating, at least the following insurance coverage that will fully protect both Supplier and Buyer: commercial general liability (including product liability, completed operations liability and other insurance adequately covering Supplier's liability under this PO). 18. CONFIDENTIALITY a. Supplier will furnish to Buyer, or another party designated by Buyer, without restrictions on use or disclosure, all information and data Supplier acquires or develops during Supplier’s activities under this Agreement. At Buyer’s request, Supplier also will discuss with Buyer or another party designated by Buyer, without restrictions on use or disclosure, any potential design, quality or manufacturing problems or any issues experienced by Buyer relative to the goods or Buyer’s use of the goods, including, without limitation, issues involving design, quality, functionality, interface or integration functionality, application or manufacturing. b. Unless otherwise indicated in writing by Buyer, Supplier will use reasonable care to prevent disclosing to others and will use only for the benefit of Buyer, (i) the technical information and data furnished by Buyer or developed or acquired by Supplier in its work under this Agreement, prior development agreement or early sourcing agreement for goods related to or using such technical information or data, and (ii) information relating to any portion of Buyer’s business that Supplier may acquire in the course of Supplier’s activities under this Agreement, prior development agreement or early sourcing agreement. This obligation shall continue so long as any agreement related to or using such technical information or data is in effect and for a period of two years thereafter. This obligation will not apply to information that is or becomes publicly known through no fault of Supplier. Nevertheless, Supplier may disclose the information and data of subsections (F)(i) and (F)(ii) hereof to third parties if this is required for Supplier to fulfill its duties under this Agreement and such third parties have agreed to conditions at least as stringent as those contained herein. c. All technical information and data disclosed heretofore and hereafter by Supplier to Buyer in connection with this Agreement are disclosed on a nonconfidential basis. 19. DATA PROTECTION Supplier will comply with all applicable national and international laws, regulations and guidelines relating to protection of the personal information. In the event that Supplier its agents, subcontractors or employees are permitted access to personal data held by Buyer for any reason or are supplied with or otherwise provided personal data by for any purpose, Supplier, its agents, subcontractors or employees shall: (i) use and/or hold such personal data only for the purposes and in the manner directed by Buyer and shall not otherwise disclose, modify, amend or alter the contents of such personal data unless specifically authorized in writing by Buyer and shall take all such steps as may be necessary to safeguard such personal data from loss or disclosure; (ii) comply in all respects with the Directive, if applicable, as well as local applicable law and shall not do or permit anything to be done which might jeopardize or contravene the terms of the other party’s notification under the Directive or local applicable law; (iii) notify Buyer immediately if Supplier becomes aware of any violation of this section, (iv) immediately cease to use and return to Buyer or at Buyer’s option, destroy any personal data of Buyer, and (v) indemnify Buyer against all liability, damages, costs, claims and expense which it may incur by reason of any default under this clause or any breach of the Directive (if applicable) or local applicable law caused, directly or indirectly, by Supplier, its employees, agents or subcontractors. In the event Supplier discloses any personal data to Buyer hereunder, Supplier hereby represents and warrants that it has the right to disclose such data to Buyer and Buyer shall have the right to use such data in connection with its use of the Products as reasonably required. 20. AUDIT RIGHT Buyer may inspect the goods during any stage of their manufacture, construction, preparation, delivery or completion. Buyer shall have the right to enter onto Supplier’s premises at reasonable times to verify that the materials covered by this order conform to all specified requirements and Supplier agrees to provide any and all supporting documentation required by Buyer or Buyer’s customers in the course of such investigation. At Buyer's request, Supplier shall submit production and quality test reports and related data. 21. CHANGES Buyer shall have the right to make any changes, additions or alterations in the items, quantities, destination, specifications, drawings, designs or delivery schedules. The parties will undertake to negotiate an appropriate adjustment in price and terms where the Supplier's direct costs are materially affected by such changes. Any request by Supplier for an adjustment in price or terms must be made within 30 days of any such change. All changes and adjustments, if any, must be in writing and signed by a duly authorized representative of Buyer. 22. TAXES Supplier is responsible for and will pay all applicable taxes, charges, fees, levies, or other assessments imposed or collected by any governmental entity (or political subdivision thereof) or any other duties or fees related to any payment by Buyer to Supplier for Goods and/or services provided to Buyer under or pursuant to this PO. 23. APPLICABLE LAW AND JURISDICTION This PO is governed by the laws of the country where the Buyer is located. Child Labor/Forced Labor A. The Supplier shall not employ any person who is younger than the age of 15 or the applicable minimum employment age or mandatory schooling age, whichever is higher. B. The Supplier represents and warrants that a permitted employee under the age of 18 shall not be engaged in work that, by its nature or the circumstances in which it is carried out, is likely to harm the health or safety of this employee. In addition, the Supplier represents and warrants that the weekly and daily working schedules of permitted employees under the age of 18 shall comply with all applicable laws and regulations. C. The Supplier shall not employ persons under conditions that this work or service is exacted from them under the menace of any penalty and for which the said person has not offered himself voluntarily. D. The Buyer, its employees and agents have the right, upon reasonable advance notice, and at the Buyer’s expense to audit the Supplier’s books and premises with regard to the Supplier’s performance with the obligations above. Prepared by: RA Gonzales Project Executive Date: Noted and Approved by: Kevin Pe Benito SR. Project Manager Date: Approved by: Received and confirmed by: Rene Marasigan Account Director Name and Signature Date: Date:
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