STANDARD PURCHASE AGREEMENT

Company Name, a corporation duly organized and existing under and by virtue of the
laws of the Republic of the Philippines, with principal office address at (insert complete
address), hereinafter represented by (insert authorized representative), (position title),
herein referred to as “Seller”;

and

Company Name, a corporation duly organized and existing under and by virtue of the
laws of the Republic of the Philippines, with principal office address at (insert complete
address), hereinafter represented by (insert authorized representative), (position title),
herein referred to as “Buyer”.

WHEREAS, BUYER anticipates purchasing goods and services (hereinafter called "Products") from
Seller from time to time by means of issuing purchase order (hereinafter called "Purchase Order");
and

WHEREAS, BUYER and Seller believe it beneficial to set forth the general terms and conditions
governing these sale transactions and to avoid any inconsistencies or ambiguities between various
purchase order forms;

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the parties hereto agree as follows:

Article 1. ACCEPTANCE BY SELLER

(1) Purchase Orders hereunder are offers from BUYER to purchase Products from Seller, only upon
Seller's acceptance of all the terms and conditions of such Purchase Orders. In no event shall
any such Purchase Order constitute an acceptance of any offer to sell. Purchase Orders shall be
accepted by Seller by:

(a) signing and returning to BUYER the acceptance copy thereof;

(b) shipping Products described therein;
(c) failure on the part of Seller to provide BUYER with written acknowledgment within twenty four
(24) hours following receipt thereof; or
(d) any other expression of acceptance by Seller such as email or any form of written
agreement to evidence the same.

Provided, in the event that the Purchase Orders are not accepted, the seller shall not bear
any liability towards the buyer in any manner.
Provided, in the event that the Purchase Orders are not accepted, the seller shall not bear
any liability towards the buyer in any manner.

(2) Seller agrees to comply with all the terms and conditions of this Agreement, including any
supplements thereto, and all specifications and other documents referred to in the Purchase
Order.

(3) TERMS AND CONDITIONS INCONSISTENT WITH OR IN ADDITION TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT OR PURCHASE ORDER OR CONTAINED IN ANY
ACKNOWLEDGMENT OF THE PURCHASE ORDER ARE NOT BINDING UPON BUYER
UNLESS SPECIFICALLY ACCEPTED BY BUYER IN WRITING, AND BUYER HEREBY

Standard Purchase Agreement Page 1 of 10

 OBJECTS THERETO.

(4) In the event of any differences in the terms and conditions of this Agreement and those of any
Purchase Order issued hereunder, the terms and conditions of the Agreement control, unless
specifically agreed to otherwise by the parties.

Article 2. CHANGES BY BUYER

BUYER may at any time make changes within the general scope of the Purchase Order, in any of
the following:

(a) drawings, designs, or specifications of Products;

(b) method of shipment or packing;
(c) place of delivery;
(d) quantities of Products to be furnished; and/or
(e) delivery schedule.

If any such change causes an increase or decrease in the cost of or the time required for the
performance of any work under this Agreement, an equitable adjustment shall be made to the
contract price or delivery schedule, or both, and the Purchase Order shall be modified in writing
accordingly. Any claim by Seller for adjustment under this article must be asserted within seven (7)
days from the date of receipt by Seller of the notification of changes, and before delivery is made.

Notwithstanding the foregoing and the article 20 (2), if Products are Seller’s standard products, that
is, products which are not based on BUYER’s particular drawings, designs, or specifications,
BUYER before any delivery may at any time cancel the whole or any part of a Purchase Order
without cancellation charges or other liability, by giving written notice of the cancellation to Seller.

Article 3. TRANSPORTATION

Seller shall deliver Products [delivery term of INCOTERMS 2000], [delivery point] in accordance
with INCOTERMS 2000 as published by the International Chamber of Commerce, except as
otherwise provided in a Purchase Order. Upon such delivery, title and risk of loss to Products shall
pass to BUYER. Shipping methods will be determined by BUYER, per Purchase Order or line item
of the Purchase Order. If Seller is unable to meet the delivery schedule in a Purchase Order, Seller
shall be responsible for the cost of any expedited shipment method that may be required to meet
such schedule.

Article 4. DELIVERY SCHEDULE

Seller shall not make material commitments or production agreements in excess of the amount or in
advance of the time necessary to meet BUYER's delivery schedule. It is Seller's responsibility to
comply with this schedule but not to anticipate BUYER's requirements. Products shipped to BUYER
in advance of the schedule may be returned to Seller at Seller's expense. If Seller expects that it will
not be able to comply with BUYER’s delivery schedule, Seller shall promptly notify BUYER in writing
or other reasonable manner, of the reason and the expected extent of such delay. In the event of a
delay exceeding 10 days from the scheduled date of deliverysuch event, the BUYER, at its option,
may either approve a revised delivery schedule or terminate the Purchase Order without incurring
any liability. Additionally, the BUYER retains the right to purse any legal recourse available, and
may exercise any other lawful remedy, including a claim for damages arising out of such delay,
provided that the delay was not caused by the fault of the BUYER or a fortuitous event..

Standard Purchase Agreement Page 2 of 10

Suggest answer: Ms. Melissa, to protect the seller, we added a statement defining when there will
be delay.

Article 5. BUYER'S PROPERTY

All specifications, drawings, product, semi-finished product, tools, equipment or materials of every
description furnished to Seller by BUYER or those specifically paid for by BUYER, any replacement
thereof, or any materials affixed or attached thereto (hereinafter called "BUYER’s Property"), shall
be and remain the property of BUYER. The BUYER’s Property shall be plainly marked or otherwise
adequately identified by Seller as "Property of BUYER Corporation" and shall be safely stored
separate and apart from Seller's property. If any part of the BUYER’s Property is, or is threatened to
be, seized or attached by any third party, Seller shall immediately notify BUYER and seek
BUYER’s instructions by advice and take all necessary measures to secure the BUYER’s Property
for BUYER. While in Seller's custody or control, the BUYER’s Property shall be held at Seller's risk,
shall be kept insured by Seller at Seller's expense in an amount equal to the replacement cost with
loss payable to BUYER, shall be subject to removal at BUYER's written request, in which event
Seller shall prepare the BUYER’s Property for shipment and shall redeliver the BUYER’s Property to
BUYER in the same condition as originally received by Seller, reasonable wear and tear excepted.
The BUYER’s Property shall not be used for any purpose other than the performance of this
Agreement, and shall not be disclosed, transferred, lent, or assigned to any third party without the
prior written consent of BUYER.

[Option ] Article #. SELLER’S INSURANCE

(1) Seller agrees to maintain in full force and effect at all times while it has any obligations remaining
under this Agreement, policies of insurance written as primary coverage and not contributing with or
in excess of any coverage which BUYER may carry. These policies will be issued by an insurance
carrier acceptable to BUYER which affords the commercial general liability insurance including
coverage for property damage, personal injury, and Products in an amount not less than as will in
BUYER’s sole judgment protect BUYER from said risk and from any claims under applicable law.

(2) Seller agrees to deliver to BUYER within ten (10) days of the date of this Agreement and
annually thereafter, Certificates of Insurance evidencing the above coverage. Further, all Certificates
shall expressly provide that not less than thirty (30) days prior written notice be given BUYER in the
event of a material alteration to or cancellation of the coverage evidenced by such certificates with
no disclaimer. The limits of insurance required shall not limit the Seller’s liability under the
indemnification provisions herein. Failure by BUYER to receive or request such Certificates does not
represent a waiver of the requirements for insurance coverage noted above.

(3) In the event that the customer is expected to deliver products or property to the buyer,
the buyer is entitled to store the products or property within its own premises.
(3) In the event that the customer is expected to deliver products or property to the buyer,
the buyer is entitled to store the products or property within its own premises.

Article 6. INSPECTION

(1) All Products delivered by Seller to BUYER shall be subject to inspection or test by BUYER or its
agent according to BUYER’s standards.

(2) Final acceptance or rejection of the Products shall be made within a reasonable time, except as
otherwise provided in the Purchase Order, but failure to inspect and accept or reject Products or
failure to detect defects by inspection, shall neither relieve Seller from responsibility for such
Products as are not in accordance with the order requirements nor impose liabilities on BUYER
therefor. Payment shall not constitute acceptance.

Standard Purchase Agreement Page 3 of 10

(3) If Products are rejected following inspection, BUYER may, upon giving written notice, return the
rejected Products to Seller at Seller’s risk and expense. (relate to notes in no. 2)

(4) Seller shall provide and maintain an inspection and process control system acceptable to
BUYER covering the Products hereunder. Records of all inspection work by Seller shall be kept
complete and available to BUYER.

(5) Both parties agree that the buyer shall have the right to timely inspect the delivered
product upon receipt. The buyer shall exercise this right within a reasonable time frame
following the delivery, and any deficiencies or discrepancies shall be promptly
communicated to the seller. Failure to conduct a timely inspection and notify the seller of
any issues shall be deemed as an acceptance of the product.

(5) Both parties agree that the buyer shall have the right to timely inspect the delivered
product upon receipt. The buyer shall exercise this right within a reasonable time frame
following the delivery, and any deficiencies or discrepancies shall be promptly
communicated to the seller. Failure to conduct a timely inspection and notify the seller of
any issues shall be deemed as an acceptance of the product.

Article 7. PRICES AND PAYMENT TERMS

(1) The purchase price of Products shall be as set forth in the Purchase Order. Unless otherwise
agreed between the parties, all payments under this Agreement and Purchase Order shall be
made within [[ ] days from the date of issuance of Seller’s invoice by BUYER]. The date of
invoice shall not be earlier than the date of delivery.

(2) All prices are firm, except as otherwise agreed in writing, and shall be as stated on the face of
the Purchase Order. Price is to cover purchased Product in its entirety and where purchase is by
weight, net weight of material. No charges of any kind, including, but not limited to, charges for
boxing, packing, loading, bracing or cartage, will be allowed unless authorized by BUYER in
writing.

Article 8. DEFAULT

(1) Time is of the essence in the performance of the Purchase Orders. BUYER may notify Seller in
writing of any default and may terminate this Agreement or the whole or any part of any
Purchase Order without liability, except for deliveries previously made, in any one of the
following circumstances:

(a) if Seller fails to perform within the time specified therein or any extension thereof; or
(b) if Seller fails to perform any of the other provisions of the Agreement, or so fails to make
progress as to endanger performance of Purchase Order in accordance with its terms, and in
either of these two circumstances does not cure such failure within a period of fifteen (15)
days or such longer period as BUYER may authorize in writing.

(2) In the event of a default as described in the (a) and (b) above, BUYER may "cover" by making in
good faith and without unreasonable delay any reasonable purchase of or contract to purchase
Products in substitution for the product due from Seller. BUYER may recover from Seller as
damages the difference between the cost of cover and the Purchase Order price together with
incidental and consequential damages, but less expenses saved in consequence of Seller's
default. Failure of BUYER to effect cover shall not bar it from any other remedy available to it.

Article 9. WARRANTIES
[Note: The warranty periods should be at least one year. However, you can describe longer

Standard Purchase Agreement Page 4 of 10

period if you like. ]

(1) Seller warrants and represents that for a period of one (1) year after the delivery by Seller of
Products, or such longer period as may be specified in any product warranty covering Products
sold hereunder (“Warranty Period”), all Products sold hereunder will conform to specifications,
samples, drawings, designs or other requirements approved or adopted by BUYER, be of
merchantable quality, free from all defects in design, workmanship and materials, and will be fit
for the particular purpose for which they are purchased. Seller further warrants that all Products
sold hereunder will be free of any lien, encumbrance or claim of any nature by any third party.

(2) If BUYER finds the defect in material, workmanship of Products, or otherwise not in conformity
with the requirements of the Purchase Order and this Agreement (hereinafter called “Defect”)
during the Warranty Period, BUYER in addition to such other rights, remedies and choices as it
may have by contract or by law, at its option and sole discretion may:

(a) reject and return such Products at Seller's expense;

(b) require Seller to repair or replace any non-conforming Products with Products that conform
to this Agreement; or
(c) require Seller to credit BUYER's account for such Products which are returned by BUYER.

(3) In addition to the foregoing, BUYER may recover damages arising out of Seller’s non-
compliance with or breach of this Agreement.

(4) Even if the Warranty Period has elapsed, Seller shall be obligated to repair and replace Products
that have any material breach of this article (1), at Seller’s own cost and expenses. (is this ok
with us?)

Article 10. INDEMNIFICATION

(1) Seller agrees to protect, defend, indemnify and hold harmless BUYER from and against any and
all claims, actions, liabilities, losses, costs and expenses, including attorney’s fees, arising out of
(a) any actual or alleged personal injury or death or damage to property resulting in whole or in
part from any actual or alleged Defect in any Products sold to BUYER under this Agreement or
(b) Seller’s non-compliance with or breach of this Agreement.

(2) Seller shall take all necessary precautions to prevent the occurrence of any injury to person or
property and except to the extent that any such injury is due solely and directly to BUYER’s
negligence, as the case may be, shall indemnify BUYER against all loss which may result in
any way from any act or omission of Seller, its agents, employees subcontractors or suppliers.

Article 11． PRODUCTS RECALL

If BUYER and its customer has recalled the whole or any part of Products, or any products
incorporating Products, due to any Defect or Seller’s non-compliance with or breach of this
Agreement, BUYER may recover against Seller all expenses arising from such recall (including but
not limited to the expense of collection, inspection, repair, replacement, adjustment, removal,
disposal or other necessary measures).

Article 12. SET-OFF

BUYER shall be entitled at all times to set off, against any amount payable at any time by BUYER in
connection with this Agreement, any amount owing at any time from Seller to BUYER or any of the
companies, which, directly or indirectly, are owned by BUYER, own BUYER or are under common
control (hereinafter collectively called “Related Company”). For the purpose of this Agreement,

Standard Purchase Agreement Page 5 of 10

“own” and “control” mean owning at least fifty per cent (50%) of the outstanding shares.

Article 13. PROPRIETARY INFORMATION

BUYER and Seller shall treat any information received from one another or granted in the course of
performing this Agreement as proprietary information of the disclosing party and not disclose such
information to third parties or use the information for its own benefit or the benefit of third parties
without the prior written consent of the disclosing party, except that BUYER shall be permitted to
disclose such information to a Related Company on a strict need-to-know basis. This article shall
not apply to information which:

(a) is now or subsequently becomes generally known or available through no wrongful act of the
receiving party;
(b) is known to the receiving party at the time of receipt of the same from the disclosing party;
(c) is provided by the disclosing party to a third party without restrictions on disclosure;
(d) is subsequently rightfully provided to the receiving party by a third party without restriction or
disclosure;
(e) is independently developed by the receiving party; or
(f) is disclosed pursuant to the requirement of a Government agency or disclosure is permitted by
operation of law.

Article 14 CHANGES TO PRODUCTS BY SELLER

Seller shall not make changes in any of the following, without the prior written consent of BUYER:

(a) the drawings, designs or specifications;

(b) the material or the supplier of the material;
(c) the manufacturing process and equipment;
(d) the method of shipment or packing; or
(e) the original manufacturing location for the approved samples or prototype of the Products.

If Seller makes any changes without BUYER’s prior written consent, BUYER may recover damages
arising out such changes. Furthermore, Seller acknowledges that any change without BUYER’s
prior written consent is a material breach of this Agreement.

Article 15. UNAUTHORIZED PRODUCT SALES

Unless otherwise agreed between the parties, Seller shall not manufacture, sell or dispose of any
products that are based on BUYER’s drawings, designs or specifications or otherwise customized
for BUYER’s particular requirements without the prior written consent of BUYER.

Article 16. DISCONTINUITY

If Seller intends to discontinue the manufacture or sale of any Products, Seller shall provide BUYER
with written notice at least one (1) year prior to the date of such discontinuation. In case BUYER
receives such notice from Seller, BUYER and Seller shall promptly discuss with each other a last
time buy, substitution of an alternative product or the advice of an alternative supplier.

Article 17. COMPLIANCE WITH LAWS AND REGULATIONS

Standard Purchase Agreement Page 6 of 10

(1) Seller warrants and represents that Seller, its subcontractors and its suppliers have obtained all
required product certifications and/or regulatory approvals necessary and/or applicable for the
manufacture, sale and use of the Products as contemplated herein and that it possesses all
intellectual property rights necessary and/or applicable for the manufacture, sale and use of the
Products free of infringement of any third party intellectual property rights.

(2) Seller warrants and represents that Seller, its subcontractors and its suppliers are in compliance
(and will use commercially reasonable efforts to ensure that Seller’s subcontractors and
suppliers of every other tier comply) with all applicable laws and regulations, including but not
limited to export, import, and environmental laws and regulations, and other requirements of any
governmental authority where the Products are produced, delivered, or intended to be sold.
Seller further warrants and represents that it has read and is in compliance with the latest
BUYER Green Procurement Standard Document.

(3) Seller warrants and represents that Seller, its subcontractors and its suppliers do not and will not
exploit any laborer by paying the laborer less than the legal minimum wage in the jurisdiction in
which the facility which will manufacture the Products is located; requiring or forcing, directly or
indirectly, any laborer to work a greater amount of time each day and each week than is the legal
maximum in the jurisdiction in which the facility which will manufacture the Products is located;
employing any laborer who is not legally permitted to work at the location or in the position or to
perform any assigned task in the jurisdiction in which the facility which will manufacture the
Products is located; requiring or forcing, directly or indirectly, any laborer to work under
conditions which are considered inhumane; or engaging in any other employment activities or
actions which are illegal or immoral.

Article 18. AUDIT

(1) BUYER may audit any and all of Seller’s documents, data and records whether in tangible form
or electronic data, including those of Seller’s subcontractors and suppliers (hereinafter called
“Documents”) in relation to the performance of this Agreement. Upon BUYER’s request, Seller,
its subcontractors and its suppliers shall promptly report or provide such documents to BUYER.

(2) Seller and its subcontractors shall maintain and preserve all of Documents for a period of ten
(10) years after the date of origination of each document. Furthermore, Seller its subcontractors
warrant that Documents disclosed or provided to BUYER hereunder shall be true and accurate
as of the date provided.

(3) Seller, its subcontractors and its suppliers shall provide BUYER and the third party designated
by BUYER with reasonable access to its factory and cooperate with the audit implemented by
BUYER. The audit hereunder includes, but is not limited to, the inspection of BUYER’s Property.
BUYER may request improvements which may be deemed necessary through the audit.

Article 19. INDEMNITY OF INTELLECTUAL PROPERTY RIGHTS

(1) Seller warrants and represents that the Products to be delivered by Seller to BUYER do not
infringe any patent, utility model registration, mask works, copyright or any other intellectual
property rights owned by a third party in any country of the world (hereinafter called "Intellectual
Property Rights"), except for those features which were specifically designated or instructed by
BUYER's drawings. Seller agrees to hold harmless BUYER and its customers from any claim,
liabilities, damages, expenses and costs (including reasonable attorney's fees) in relation to or
arising out of the claim or litigation by a third party because of the alleged infringement of
Intellectual Property Rights.

(2) In the event that any claim is made or any litigation is initiated against BUYER or any customers
of BUYER for the reason that the Products infringe any Intellectual Property Rights, BUYER shall

Standard Purchase Agreement Page 7 of 10

 inform Seller of such a claim or litigation without delay after BUYER becomes aware thereof, and
in such a case, Seller shall, at its own cost or expense:

A. (a) obtain a license under Intellectual Property Rights for the benefit of BUYER and its
customers so that BUYER and its customers may continue to purchase and use the
Products;
(b) replace the Products with the Products of same or superior quality and function which do
not infringe Intellectual Property Rights; and/or
(c) modify the Products in such a way that neither quality nor function is reduced or impaired
so as to avoid the alleged infringement of Intellectual Property Rights, and

B. defend BUYER and its customers at Seller's cost in said litigation and otherwise take every
possible action including an invalidation action or a revocation action of such Intellectual
Property Rights. If there is any litigation initiated by the owner of Intellectual Property Rights
against BUYER or its customers, Seller shall, at its own cost and expense, settle or resolve
the litigation, provided that Seller shall have the right to appoint the attorney(s) representing
BUYER and/or its customers and control the prosecution of the litigation and any other
actions which Seller may take, and BUYER may appoint, at its own cost and expense,
additional attorney(s) to assist and cooperate with the attorney(s) appointed by Seller.

(3) Seller shall pay BUYER any damages and losses which BUYER or its customers may suffer due
to the replacement, modification or judgment, award or costs related to the litigation and other
actions mentioned in this article (2) above. In addition to any other rights or remedies available to
BUYER, BUYER shall have the right to deduct from the purchase price of the Products any
licensing fees, royalties or other payments made and/or accrued by BUYER on account of
claims falling within the scope of this Patent Indemnity.

Article 20. TERMINATION

(1) If Seller ceases to conduct its operations in the normal course of business, including inability to
meet its obligations as they mature, or if any proceeding under any bankruptcy or insolvency
laws is brought by or against Seller, or a receiver for Seller is appointed or applied for, or an
assignment for the benefit of creditors is made by Seller, BUYER may terminate all or any part of
this Agreement or the Purchase Order without liability, except for deliveries previously made.

(2) BUYER may terminate all or any part of this Agreement or the Purchase Order at any time by
written notice to Seller. Upon termination, BUYER and Seller shall negotiate reasonable
termination charges which will be identified by Seller within thirty (30) days of termination. Upon
receipt of notice of such termination, Seller shall, unless such notice otherwise directs,
immediately discontinue all work on the Purchase Order and deliver, if and as directed, to
BUYER, all completed and partially completed articles, work in process and materials purchased
or acquired for performance of this Agreement and the Purchase Order. The provisions of this
paragraph shall not limit or affect the right of BUYER to terminate this Agreement or the whole or
part of any Purchase Order as otherwise set forth in this Agreement.

Article 21. SUBCONTRACTOR

Seller shall not, without obtaining the prior written consent of BUYER, subcontract in whole or in part
the manufacture of Products. If Seller intends to subcontract the manufacture of Products with the
prior written consent of BUYER, Seller shall impose the obligations that it assumes hereunder on
such subcontractor. In such event Seller’s obligations hereunder shall remain and Seller shall be
jointly and severally liable for any breach by the subcontractor.

Standard Purchase Agreement Page 8 of 10

Article 22. CSR ACTIVITIES

(1) Seller warrants that Products shall be manufactured and delivered to BUYER in full compliance
with BUYER Supplier Code of Conduct (to be revised and/or updated from time to time by
BUYER).

(2) Seller represents and warrants that it is in compliance with all applicable laws, rules and
regulations, including but not limited to: (a) those relating to ethical and responsible standards of
behavior, including those dealing with (i) human rights (including, without limitation, human
trafficking, slavery, forced labor, and child labor), (ii) fraud, money laundering, tax evasion and
similar conduct, and (iii) anti-bribery and corruption; (b) those dealing with conflict mineral
sourcing; (c) those dealing with hazardous chemical sourcing; and (d) those relating to safety
and environmental protection and sustainable development;

(3) Seller shall maintain an information security system. If Seller determines that there has been or
may be danger of illegal access by a third party or the loss or unauthorized disclosure of
confidential information, Seller shall promptly notify BUYER.

(4) Seller shall cause its subcontractors and suppliers to comply with this article.

Article 23. FORCE MAJEURE

Unless otherwise specifically provided in this Agreement or the Purchase Order, neither party shall
be liable for failure to perform any provision of this Agreement or the Purchase Order when such
failure is due to acts of God, fire, war, riot, civil insurrection or disturbances, labor or transportation
strikes, flood, earthquake, volcanic eruption, shortage of material or energy or acts of civil or military
authorities or any other causes beyond the control of the parties. If as a result of the aforementioned
contingencies, delivery is delayed, both parties shall notify the other in writing for proposed new
delivery date or terminate the incomplete portion of the order at no cost as agreed by both parties.

Article 24. NON-ASSIGNMENT AND CORPORATE AUTHORITY

(1) Assignment by Seller of this Agreement or any interest therein or of payment due or to become
due hereunder, without the written consent of BUYER is prohibited and any attempt to do so,
shall be null and void.

(2) Seller hereby warrants that it has full corporate power and authority to enter into and perform this
Agreement and such execution and performance does not violate or conflict with any
agreements or instruments to which it is bound.

Article 25. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties relating to the Products sold
and purchased hereunder, and it supersedes all previous communications, representations or
agreements, either oral or written, with respect to the subject matter hereof. No representations or
statements of any kind made by any representative of BUYER or Seller, which are not stated herein,
shall be binding on the parties. No addition to or modification of any provisions of this Agreement
shall be effective unless made in writing and signed by duly authorized representatives of the
parties. No course of dealing, usage of trade, or course of performance shall be relevant to explain
or supplement any terms expressed in this Agreement.

Article 26. APPLICABLE LAW

Standard Purchase Agreement Page 9 of 10

(1) All matters connected with this Agreement, a Purchase Order or other document related to the
purchase of the Products hereunder, and the performance thereof shall be construed,
interpreted, applied and governed in all respects exclusively by the laws of Philippines, without
regard to the principles of conflict of laws. The parties expressly agree that the United Nations
Convention on Contracts for the International Sale of Goods will not apply to this Agreement or
to their relationship.

(2) In the event of any controversy or claim arising out of or relating to this Agreement, or a
breach thereof, the parties shall consult and negotiate with each other and, recognizing their
mutual interests, attempt to reach a satisfactory solution. If they do not reach settlement
within a period of 60 days, then, upon written notice by any party to the other, any unresolved
controversy or claim shall be settled by arbitration in the Philippines in accordance with the
rules of International Chamber of Commerce (ICC). The languages of the arbitration shall be
English language. The award thereof shall be final binding upon the parties. Judgment upon
such award may be entered in any court having jurisdiction.

Article 27. NO WAIVER

The failure of either party to exercise any of its rights or enforce any requirements of the other party
hereunder shall not be deemed a waiver of such rights or requirements.

Article 28. TERM

This Agreement shall be valid for a term of one (1) year after the date hereof and shall be
automatically extended on a yearly basis until or unless terminated by either party by giving to
the other party ninety (90) days prior notice.

Article 29. SURVIVAL

The obligations under this Agreement which, by their nature would continue beyond the termination,
cancellation or expiration of this Agreement, including by way of illustration only and not by limitation
those in the articles containing warranty, intellectual property infringement, confidentiality,
indemnification, liability and applicable law provisions, shall survive termination, cancellation or
expiration of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective duly authorized representatives as of the date set forth above.

[BUYER] [SELLER]

Name: Name: JOSE ABELARDO BOLIMA

Title: Title: Country Business Director
Date: Date:

Standard Purchase Agreement Page 10 of 10