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This document contains important information regarding the Terms and Conditions which apply to your account with SourcePilipinas.com. PLEASE GO THROUGH THE DOCUMENT THOROUGHLY. It is also important to note that this is the latest provision and information contained herein is subject to change upon notification.

In consideration for accepting the services of SourcePilipinas.com, I/We HEREBY CONSENT, AGREE OR OTHERWISE WARRANT THAT:

1. All parties to SourcePilipinas.com are of legal age.

2. Participant(s) agree to be bound by the general guidelines set forth in SourcePilipinas.com's Terms of Use, Legal Notice, Privacy Policy, Online Bidding Terms and Conditions, Guideline to Online Bidding and Pricing Guidelines.

3. Participants agree that they have thoroughly read, understood and are accepting all provisions under these Terms and Agreement.

4. This Agreement shall take effect upon date of signing and shall continue to be in effect unless terminated by participants. Ten (10) working days prior written notice from participant(s) is required to effect termination.

5. The legality and enforceability of the provisions in this Agreement shall not in any way be affected or impaired in case any one or more of the provisions of the Agreement becomes invalid, illegal or unenforceable in any respect.

6. The signature(s) affixed on SourcePilipinas.com's Customer Participation Form is/are correct, the official signature(s) of the named account may be used for verification for all times and for all purposes.

7. SourcePilipinas.com will not be liable for losses caused directly or indirectly by government restriction, exchange or market rulings, computer or telephone failure, war, earthquakes, strikes or any other conditions beyond SourcePilipinas.com's control.

8. The service names referred to in SourcePilipinas.com's web site are used for identification purposes only and may be trademarks of their respective owners.

   ACCESS USER NAME AND PASSWORD

9. Participants are responsible for keeping their user name and password concealed. SourcePilipinas.com will not be responsible for any Unauthorized Access that might result from negligence on the part of the participant(s), that can affect matters related to the secrecy of their accounts.

   SERVICE DESCRIPTION

10. SourcePilipinas.com agrees to provide Online Bidding services in accordance with the Terms and Agreement specified herein.
11. Members confirm that participation in any Online Bidding binds all parties to pay the corresponding transaction fee due and payable to SourcePilipinas.com. (Please refer to Pricing Guidelines)
12. Buyers who wish to be deactivated from the system, permanently or otherwise, should notify SourcePilipinas.com in writing immediately. SourcePilipinas.com will be charging a reactivation fee to Buyers who wish to be reinstated back to the system. Reactivation fee is computed as the current monthly subscription fee multiplied by the number of months deactivated, but no more than twenty thousand pesos (Php20,000.00). (Please refer to the Pricing Guidelines for Buyers for applicable monthly subscription fee.) Once activated, the minimum three (3)-month retention period still applies.

    TRANSACTIONS

13. The products and/or services carried through SourcePilipinas.com, or the sale of the same are NOT: (1) fraudulent, or involve the sale of counterfeit or stolen items; (2) in violation of any law, statute, ordinance or regulation that may cause SourcePilipinas.com to violate any law, statue, ordinance or regulations of any jurisdiction, including but not limited to, policies governing export control, trade quotas, consumer protection, unfair competition, anti-discrimination or false advertising; (3) defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (4) obscene or contain child pornography or those that are deemed harmful to minors.
14. Members agree that all information posted in SourcePilipinas.com will not be false, or misleading, to unfairly affect transaction outcome.
15. Buyers' Terms and Conditions will be disseminated to Suppliers a minimum of forty-eight (48) hours before a particular Online Bidding event. Participation in the Online Bidding will mean that Suppliers understand, accept and abide by the Buyers' Terms and Conditions.
16. SourcePilipinas.com may in its sole discretion add, delete, or change applicable fees for the use of the site's services upon prior notice of ten (10) working days.
17. Being an electronic marketplace that brings the Buyer(s) and the Supplier(s) together, SourcePilipinas.com does not guarantee the fulfillment by either Buyer or supplier of each's obligations to the other. SourcePilipinas.com is free from the quality, safety, or legality of the products or services advertised.
18. SourcePilipinas.com does not warrant that transactions can be executed or processed immediately. Participants also agree that an order will be executed at the market place regardless of possible pricing changes.
19. SourcePilipinas.com cannot and does not have any control on whether or not Supplier(s) will complete the sale of products or services they offer, or Buyer(s) will complete the purchase of products or services. SourcePilipinas.com does not and cannot be involved in user-to-user dealings, in the event of any dispute between participants in the electronic exchange.
20. All records related to participant(s)' accounts maintained in SourcePilipinas.com are considered final and valid. Documents will be accessible to participant(s) for verification purposes upon SourcePilipinas.com's receipt of formal written request.
21. In the event of any controversy or litigation arising out of this Agreement, SourcePilipinas.com's books and records shall be final and conclusive evidence. It is further agreed that this Agreement and any controversy arising hereunder, shall be subject to the provisions of Philippine laws. The venue of litigation shall be in the proper court of Manila, the parties hereby waiving any other venue.

    ONLINE BIDDING TERMS AND CONDITIONS

22. Once the final bid submitted during the Online Bidding by the Supplier is accepted by the Buyer, the Supplier is obligated to complete the transaction with the Buyer unless the transaction is prohibited by this Agreement. Bids are not retractable except in exceptional circumstances such as technical error or faulty authentication.
23. The identity of the Supplier behind any bid will not be made known. No details from any Supplier's technical and commercial submissions will be made available. This information will remain confidential at all times.
24. The value of all bids will appear on each bidder's screen when bids are accepted by the system. Bidders will receive online confirmation when a bid is submitted and accepted by the system.
25. Once submitted, a bid cannot be withdrawn. After a bid has been entered, it will automatically reflect in the system.
26. Buyer reserves the right to not award the bid to any bidder in any given circumstances found justifiable by the Buyer, e.g. for first-time requirement, the price is higher than the current price.
27. SourcePilipinas.com will issue invited Supplier(s) a Letter of Authorization (LOA) to allow for proxy bids, in the event of a technical difficulty that cannot be resolved during an auction.
28. For long-term agreements (service contract, buyer-specific catalogue, etc.), SourcePilipinas.com shall arrange a meeting between the Buyer and the winning Supplier(s). This is to ensure that the Buyer's Terms and Conditions are adhered to for the duration of the contract, as well as clarify Supplier issues, if any. A separate Terms of Agreement will be issued to the winning Supplier(s) for conformé. For long-term agreements not covered by buyer-specific catalogue, Buyer agrees to furnish SourcePilipinas a copy of all offline Purchase Order(s) every time a delivery is made by the Supplier(s).
29. Buyer shall notify the awarded Supplier(s) by issuing a Purchase Order or a separate contract document within seven (7) working days after the end of the Online Bidding date. The Buyer will simultaneously give appropriate and similar notice of confirmation letter to SourcePilipinas.com containing therein the name/s of the winning supplier/s and the corresponding awarded amount/s within the same time period. In the event at more time is needed for evaluation of online bidding results, the Buyer shall notify SourcePilipinas.com in writing the reason for this delay. By no means shall the notification of award be longer than thirty (30) working days. Failure to award within the thirty (30)-day period will be charged the Publishing Fee payable to SourcePilipinas.com. (Please refer to Pricing Guidelines) Further, the Buyer is required to issue a written letter of explanation in cases of non-awarding. Failure to issue such letter would carry an additional penalty fee of 10% of the total transaction value payable to SourcePilipinas.com.
30. Supplier's final bid prices submitted during the Online Bidding should be valid for a maximum of thirty (30) days, unless otherwise agreed by both the Buyer and the Supplier. In addition, Supplier's final quotation should conform to the prices submitted online. In the event this agreement is breached, a penalty fee of 10% of the total transaction value will be levied to the Supplier.
31. Once the Buyer has awarded the contract to the winning Supplier(s), both parties are obligated to follow the Buyer-Supplier agreement. Supplier(s) shall abide by the agreed item specification, quality and delivery schedule. Buyer shall order/consume the items within the agreed contract duration. Both of the aforementioned rules apply unless otherwise agreed upon by the Buyer, the Supplier and SourcePilipinas.com. Parties who fail to follow any of the provisions set in the Buyer-Supplier agreement will be charged a penalty fee of 10% of the total transaction value, payable to SourcePilipinas.com.
32. Redissemination of information and all other data provided during the auction is prohibited. Participants shall not use SourcePilipinas.com data to conduct separate negotiations with the same or different Buyer(s) and/or Supplier(s). In the event this agreement is breached, penalty fee of 10% of total transaction value will be levied.
33. Participant(s) should immediately inform SourcePilipinas.com if there are problems encountered in any of the system's web-enabled services. Neither SourcePilipinas.com nor any of its officers and employees can or will have any responsibility or liability to participant(s) for any claims with respect to handling, mishandling of any order.
34. Participant(s) in SourcePilipinas.com are required to notify SourcePilipinas.com within forty-eight (48) hours in case an instruction was made and no acceptable form of acknowledgement was received. All transactions effected through SourcePilipinas.com's website are considered binding if SourcePilipinas.com does not receive any objections within forty-eight (48) hours after the notice has been sent. In all cases, SourcePilipinas.com reserves the right to determine the validity of participant(s)' objection on information contained in the confirmation receipt.

    TRANSACTION FEE

35. SourcePilipinas.com will collect corresponding transaction fees from the applicable parties and the applicable parties hereby agree to pay the transaction fee as enumerated in the Pricing Guidelines.
36. The transaction fee shall be based on the final bid award amount (inclusive of VAT) using the applicable rates.
37. All reimbursibles will be charged for the account of the participant(s).

    BILLING

38. Billing will commence at the end of the month, after the first delivery date, based on the total transaction value and requirement period awarded onSourcePilipinas.com. Statements are sent out every 5th of the following month.
39. Payment should be made on or before your payment due date to avoid interest and late penalty charges. Late payments, whether in whole or in part, shall bear interest at the rate of 3% per month from the due date until the date of full payment, plus a penalty fee of 2%. If your payment due date falls on Saturday, Sunday or any holiday, you may settle your bills on the next banking day.
40. Any charges or balances remaining unpaid or which have been paid after the due date shall bear interest at the rate of 3% per month, and an additional penalty fee of 2% of the amount due from the due date until the date of full payment. If the account is suspended or terminated, and thereafter referred to a collection agency or attorney, SourcePilipinas.com will impose additional charges/fees equivalent to 25% of the total amount due, but in no case less than one thousand pesos (Php1,000.00). The rates are subject to change at the sole discretion of SourcePilipinas.com.
41. SourcePilipinas.com's participants are responsible for all obligations charged to his account. In the event of dispute between SourcePilipinas and any of its participants, the participant shall be liable for and shall pay whatever is due from SourcePilipinas/participant notwithstanding that he disputes the same for any reason. If the dispute is not resolved within the 30-day period, the party shall refer the same to a third party who shall be designated by SourcePilipinas for the account of the participant. In the event that a dispute is decided in favor of the participant, any refunds to be made shall be paid free of interest.
42. Any charges or balances remaining unpaid after due date shall cause the suspension and/or termination of service to the participant, at the sole option of SourcePilipinas.com, aside from the imposition of the appropriate interest and/or penalty as provided herein.
43. Participant(s) should notify SourcePilipinas.com in writing immediately of any billing error in the Statement of Account. The notice should specify the details of the alleged error. If no error is reported within thirty (30) days from the Statement Date, the Statement shall be deemed correct. Verbal notice of any error shall be deemed insufficient.

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