DEALER AGREEMENT CONTRACT

THIS DEALER AGREEMENT ("Agreement") is made and entered into as of the __

day of _ , 2017 ("Effective Date"), by and between:

ONE SKY STAINLESS & ALUMINUM SUPPLIES ENT. (“One Sky Stainless & Aluminum Supplies
Ent.”) with a principal place of business at 1440-1444 Soler Street, Sta. Cruz, Manila

and

("Dealer")

WHEREAS One Sky Stainless & Aluminum Supplies Ent. is engaged in the manufacture,
distribution and sale of.

"Aluminum Profiles” ("Products");

AND WHEREAS Dealer has experience marketing and selling aluminum products and/or other
products to sub-dealers, fabricators, commercial, residential customers in the Territory, as
hereinafter defined, and desires to act as an independent non-exclusive Dealer of Products to
residential customers ("Customers") in the Territory, subject to the terms and conditions set out
in this Agreement;

NOW THEREFORE in consideration of the representations, warranties, covenants, and agreements

hereinafter contained and for other good and valuable consideration (the receipt and
sufficiency of which are hereby by the parties acknowledged), it is agreed by and between
Dealer and One Sky Stainless & Aluminum Supplies Ent. as follows:

APPOINTMENT AND PRODUCTS

Exclusive product distributor /major dealer. _____ sub dealer_____

A. Appointment.
For and during the term of this Agreement, One Sky Stainless & Aluminum Supplies Ent. hereby
appoints Dealer as an independent Dealer with the exclusive right to promote, sell, distribute,
market, buy and resell (___________________________________) referred as “product” in
year________ and Dealer hereby accepts such appointment, subject to the terms and conditions
hereof. Dealer covenants and warrants that its entering into this Agreement and performing its
duties hereunder is not and will not be in violation of any agreement or other obligation to
which Dealer is subject or by which Dealer is bound.

B. Products.
Dealer shall not manufacture, duplicate, modify, add to, or alter the Products or the Product
warranties (or obliterate, alter, modify, change, or add to any packaging, promotional material
or Labels accompanying same or affixed thereto), except as may be authorized in writing by
One Sky Stainless & Aluminum Supplies Ent. from time to time. One Sky Stainless & Aluminum
Supplies Ent. reserves the immediate right, without prior notice and without liability, to modify,
alter, improve, or change the design and/or specifications of, or discontinue the sale of and/or
the manufacture of any particular model of any Product. If any such alteration, improvement,
modification, or change is made, there will be no obligation on the part of One Sky Stainless &
Aluminum Supplies Ent. to: (a) repurchase or replace any such Products previously sold to
Dealer; (b) make such modification, alteration, improvement, or change on any Products to be
shipped or sold to Dealer; (c) make or offer a similar modification, alteration, improvement, or
change on any Product or parts previously shipped to Dealer; or (d) install or furnish any other
or different parts than were on Products when shipment was made.

C. Sales quotas:
1. Year ________, dealer annual minimum quotas is _________
2. Dealer must have minimum purchased of _________ in the first 3 months
3. Sales incentives (yearly basis, applies only in One sky brand)

Note: 1. Only One Sky brand sales accumulated is applies in this mechanism. 2. sales rebates
start on JAN 1 ends on DEC 31. 3. sales rebate must be given in terms of products equivalent
amount not in terms of cash.

One Sky brand

Accumulated sales Incentive percentage

15M 0.5%

20M 1%

30M 1.5%

Above 36M 2.0%

D. Pricing.
The current Dealer’s price list sets out the prices for the Products covered by this Agreement,
in Soler, Sta. Cruz, Manila. One Sky Stainless & Aluminum Supplies Ent. reserves the right to
and may change its prices, discounts, or terms of sale at any time and from time to time
upon thirty (30) days' prior written notice to the Dealer. Products that are sold to Dealer by
One Sky Stainless & Aluminum Supplies Ent. under the terms of this Agreement shall be sold to
Dealer at the prices that shall be established by One Sky Stainless & Aluminum Supplies Ent.
and in effect at the time of the order. All deliveries of Products covered by this Agreement
will be on the credit of Dealer and will constitute sales made directly to Dealer. The One Sky
Stainless & Aluminum Supplies Ent., in its sole and absolute discretion, may from time to time
advance credit or cash repayments to the Dealer based on large orders and/or annual
volumes of sales of Products.
 Brand A One Sky – (Brand B TOP STANDARD)

No. PRODUCTS PRICING REMAARKS

1 Top standard traditional profile Lowest market pricing

2 Top standard 798/38 imported profile Lowest market pricing

3 Top standard 900 HA PCW Lowest market pricing

4 One Sky traditional profile Regulated market price

5 One Sky 798/38 imported Regulated market price

6 One Sky 900/50/1000 + customize order Regulated market price

7 One Sky 798/38/traditional mat black Regulated market price

8 Wood grain products Regulated market price

9 All new products Regulated market price

Note: One Sky pricing formula. Sub dealer =major dealer+5%. Market price =major dealer +20%

D. Payment method and credit guidelines

a) Above price is subject for 3months terms. days counting base on the delivery date.
Monthly collections
b) paid in cash will subject for 1% discount and must be clarify on the P.O
c) . maximum amount of credit is ______. PDC is included.

E. Sale of Products.
One Sky Stainless & Aluminum Supplies Ent. will sell Products to Dealer in accordance with the
terms of this Agreement.

F. Intellectual Property Ownership

Dealer recognizes and agrees that all intellectual property rights relating to the Products,
One Sky Stainless & Aluminum Supplies Ent., and/or to this Agreement, including but
not limited to all trademarks, service marks, copyrights, patents, trade names, trade
secrets, logotypes, advertising and other commercial symbols, and goodwill (collectively,
"Intellectual Property"), whether registered or not, used on or related to the Products or
One Sky Stainless & Aluminum Supplies Ent., are and shall remain the sole property of
One Sky Stainless & Aluminum Supplies Ent.. Nothing in this Agreement shall be deemed to
confer upon or transfer to Dealer any right, title, interest, or license, whether express or
implied, in or to any of One Sky Stainless & Aluminum Supplies Ent’s Intellectual Property.
Dealer further agrees to immediately report to One Sky Stainless & Aluminum Supplies
Ent. any illegal use or infringement of One Sky Stainless & Aluminum Supplies Ent’s
Intellectual Property.

G. Title and Risk of Loss or Damage

Ownership and title to the Products in Dealership Program will remain with the Dealer.
Notwithstanding the foregoing, the Dealer will be responsible upon delivery of the Products to
the Dealer's Facility for all risk of loss or damage to the Products from any cause, including
reduction in quantity, theft, pilferage, deterioration, casualty loss, or determination that the
Products are not in useable condition due to use or handling or conditions under which the
Products were stored. Title to the Products shall pass to the Dealer upon removal of the
Products from the Dealership Program. The Dealer will not cause or permit any lien, levy,
attachment or judicial process to be imposed on the Dealership and the Dealer will give the
One Sky Stainless Steel & Aluminum Ent. immediate notice if any is imposed. The Dealer will
be deemed to have purchased the Products and the Products will become non-returnable upon
the earlier of: (i) the transfer, disposal or use of the Products by the Dealer. The Dealer will be
deemed to have converted the Products in the event of: (i) the imposition of any lien, levy,
attachment or judicial process on the Dealership Program; or (ii) The Dealer's failure to return
on request all or any part of the Dealership Program in accordance with this Agreement.
The Dealer will purchase the Products for its own use and will not otherwise transfer or
dispose of the Products without the prior written consent of One Sky Stainless Steel &
Aluminum Ent. The Dealer will not remove the Products from the Dealer's Facility without One
Sky Stainless Steel & Aluminum Et. written consent.
One Sky Stainless Steel & Aluminum reserves the right at any time to require the Dealer's
immediate return of any or all Products in Dealership Program.

H. Product Recalls
The parties shall immediately inform each other in writing of all information relating to:
a) Any incident relating to List of Product(s) that is/are the subject of recall, field alert,
product withdrawal or field correction; or
sList of Product(s) that may require, whether based on manufacturing defect, tampering
or otherwise, a recall, field alert, product withdrawal or field correction arising from any
defect is any such
The Parties then shall meet and discuss the situation in good faith to determine if a recall,
field alert, product withdrawal or field correction is necessary. In the event that either party
decides that a recall, field alert, product withdrawal, or field correction is necessary due to any
defect or other problem in any List of Product(s), the parties shall co-operate and use
reasonable efforts in effecting any such required recall, field alert, product withdrawal or field
correction. Payment of costs and costs associated with replacement of the recalled or
withdrawn List of Product(s) and/or costs of field alert and/or field correction shall be borne
by the party whose negligent or defective manufacturing, processing, testing, packing or storage
necessitated such recall, field alert, product withdrawal or field correction.

I. Re-sales.
Nothing contained herein shall be deemed in any way to limit the right of Dealer to determine
the prices or terms (except the One Sky Stainless & Aluminum Supplies Ent’s warranty terms) at
which Products may be resold by Dealer. Dealer will resell Products at prices determined solely
by Dealer, whether greater or lesser than any prices listed, suggested, or charged by One Sky
Stainless & Aluminum Supplies Ent... It is understood that Dealer shall buy and sell the Products
in its own name, for its own account, at prices and on conditions determined by it, in
compliance with this Agreement.

J. Insurance.
The Dealer will obtain and keep in force during the term of this Contract a policy of fire and
extended coverage insurance with an all risk endorsement insuring against loss or damage to
the Products in the amount of the full replacement cost thereof. Insurance endorsement should
be provided to One Sky Stainless & Aluminum Ent. in writing and with any necessary
amendment/s.
Such insurance will: (i) name the Supplier as an additional beneficiary of the insured products;
(ii) be written on an occurrence basis as a primary policy by insurance companies reasonably
acceptable to the Supplier; and (iii) will provide for thirty (30) days written notice to the
Supplier in the event of cancellation or material change on the provisions of the insurance
policy.
Certificates issued by the insurer evidencing such policies will be delivered to One Sky Stainless
Steel & Aluminum Ent. prior to the delivery of any Products under this Contract and thereafter
at least ten (10) days prior to the expiration or renewal of such policies.
The amount and coverage of such insurance will not limit the Dealer liability nor relieve the
Dealer of any obligation under this Contract.

K. Term and Termination.

The Contract shall take effect on (Month 2016 to Month 2017). Either party may terminate this
Agreement at any time without cause by giving thirty (30) days prior written notice to the other
party. Either party may terminate this Agreement immediately for cause by giving written notice
to the other party in the event the other party: i) becomes insolvent or unable to meet its
obligations as they become due or files or has filed against it a petition under the bankruptcy
laws; or (ii) ceases to function as a going concern or to conduct its operations in the normal
course of business; or (iii) assigns or transfers, either voluntarily or by operation of law, any
rights or obligations under this Contract without consent of the party seeking to terminate; or
(iv) effects any material change in its management or ownership; or (v) fails to perform any
obligation under this Contract within ten (10) days after written notice thereof.

This Contract may also be terminated by the supplier (One Sky Stainless Steel & Aluminum
Ent.) for cause, immediately by giving written notice in the event Dealer: (i) removes the
Products from Dealers’ Facility for any purpose other than for its own use; or (ii) fails to
provide the Dealers with evidence of insurance as required pursuant to this Agreement or
cancels or allows to lapse such policies of insurance.

L. Effects of Termination.
Upon termination of this Contract, the Dealer will return any Products or delivered or in transit
to Buyer’s Facility or, if requested by the Supplier, the Dealer will make all such Products
available for return at a location designated by the Supplier. In the event that the Dealer fails
to do so, such Products will be deemed converted and the Supplier will have all rights and
remedies of an owner to recover possession of its property under the law, all of which rights
and remedies will be cumulative and may be exercised successively or concurrently. The
foregoing is without limitation or waiver of any other rights or remedies available to the
Supplier
The Dealer agrees to pay the reasonable attorney's fees and expenses incurred by the Supplier
in exercising its rights or remedies hereunder.
Notwithstanding termination of this Contract, the Dealer may be liable to purchase and pay for
all Products ordered. All freight charges associated with any returns or recovery of Products
will be paid by the Dealer.

M. Force Majeure
Neither party shall lose any rights hereunder or be liable to the other party for damages or
losses on account of failure of performance by the defaulting party if the failure is occasioned
by government action, terrorism, war, fire, explosion, flood, strike, lockout, embargo, act of God,
or any other similar cause beyond the control of the defaulting party, provided that the party
claiming force majeure has exerted all reasonable efforts to bring this agreement to fulfillment.

N. Amendment
Any amendment, modification or alteration of this Contract shall be agreed in writing duly
signed by both parties.

O. Waiver
Any waiver from time to time by either party of any of their rights or their failure to exercise
any remedy shall not operate or be construed as a continuing waiver of the same or of any
other of such party’s rights or remedies provided in this agreement.

P. Dispute Resolution
The parties acknowledge that they intend to establish a mutually beneficial relationship and
that to this end; they shall strive to resolve any disagreements between them through amicable
negotiations. Nevertheless, if a dispute does arise which they are unable to resolve otherwise,
including questions regarding its existence, validity and/or termination; the parties shall submit
it before the Judicial Court of Manila City, Philippines.

Q. General
a. The Supplier and the Dealer are independent contractors. Neither the Supplier nor
the Dealer will be considered an agent of the other for any purpose and nothing in
this Contract will be construed to allow either party to make any representation or
warranty on behalf of the other.
b. The terms of this Contract are proprietary and confidential. Neither party will
disclose the terms of this Contract except as required to perform their obligations
hereunder.

c.Any notices under this Contract will be sent by certified or registered mail, return
receipt requested, or by recognized overnight courier, to the party to be notified at
its address set forth above. Notices to Sanyo Seiki Stainless Steel Corp. will be
sent to the attention of: MR.
d. If there is any inconsistency between this Contract and the Supplier’s Terms and
Conditions, this Contract will control.
R. Entire Agreement
This Contract contains the entire understanding of the parties and supersedes all prior
agreements between the parties with respect to the subject matter hereof.
Changes to this Contract must be in writing and signed by duly authorized representatives of
the parties. The parties represent and warrant the persons signing below are expressly invested
with the requisite authority to bind their respective corporations in such matters.

S. Binding Effect
This Contract shall be binding upon the administrators, executors, successors and assigns of
the parties hereto.

T. Governing Law
This Contract shall be governed by and construed in all respects in accordance with the laws
of Philippines.

ONE SKY STAINLESS & ALUMINUM SUPPLIES ENT.'S ORDER PROCEDURE AND MARKETING
SUPPORT FOR DEALERS

1. Order Procedures
i. For each order, Dealer will fax to the facsimile number provided by the One Sky
Stainless & Aluminum Supplies Ent. or email a signed Order Form in the form
provided by the One Sky Stainless & Aluminum Supplies Ent. from time to time.
Based on the One Sky Stainless & Aluminum Supplies Ent’s assessment of its
importation schedules and commitments at such time, the One Sky Stainless &
Aluminum Supplies Ent. will then fax back or email back to the Dealer an "Order
Acknowledgement" indicating an estimated delivery Date and shipping quote (if
requested).
ii. If the Dealer accepts the information contained in the Order Acknowledgement
and any related shipping quote, the Dealer shall, within one (1) business day, fax or
email to the One Sky Stainless & Aluminum Supplies Ent. for its acceptance a complete
and signed Purchase Order containing, among other things, details of the method of
required upfront payments to the One Sky Stainless & Aluminum Supplies Ent. and
an acknowledgement of the Ship-out Date. All Dealer Purchase orders shall be
 subject to the terms and conditions of the Dealer Agreement between the parties. If the
Dealer is making any required payment by cheque or prepaid wire transfer, any delay in
the receipt or clearing of any such payment may result in an amendment to the
delivery Date by the One Sky
iii. If the One Sky Stainless & Aluminum Supplies Ent. at any subsequent time amends a
Ship-out Date to an earlier or later date, the One Sky Stainless & Aluminum Supplies
Ent. will so advise the Dealer as soon as possible.

2. Installation Services
One Sky Stainless & Aluminum Supplies Ent. highly recommends that Dealer provide an
installation service for its customers, as this will greatly increase value to the customers and
assist in market penetration rates.

3. Marketing Materials
Onesky shall upon request, assist the dealers on all advertising, sales promotion, and public
relation campaigns providing dealers marketing materials including flyers, poster, free signage,
calling card, planners, T-shirt etc. amounting of P5000 worth of free marketing materials per
month.

4. Product Training
One Sky will perform and conduct the product training for all installers of the dealers without
time limit and charge until installer educated on all our new and current products.

5. Tour
Top seller in each territory will be privileged to have a plant tour in china. And other
corresponding tour locally and internationally every year depends on the sales achievements

IN WITNESS, WHEREOF, the parties have caused this instrument to be signed by their authorized
representatives at the place and on the date first above written.