Terms and Conditions

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 30 days prior written notice.

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 registration 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. 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.

7. 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

8. 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

9. SourcePilipinas.com agrees to provide Online Bidding services in accordance with the Terms and Agreement specified herein.

10. Members confirm that participation in any Online Bidding binds all parties to pay the corresponding transaction fee due and payable to SourcePilipinas.com.

11. 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). Once activated, the minimum three (3)-month retention period applies.

TRANSACTIONS

12. 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.

13. Members agree that all information posted in SourcePilipinas.com will not be false, or misleading, to unfairly affect transaction outcome.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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

21. 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.

22. 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.

23. 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.

24. Once submitted, a bid cannot be withdrawn. After a bid has been entered, it will automatically reflect in the system. Suppliers must comply with the specifications provided by the buyer otherwise, a 10% penalty fee of total transaction value will be levied to the supplier payable to SourcePilipinas.

25. Sourcepilipinas.com will issue invited Supplier(s) a Letter of Authorization (LOA) to allow for proxy bids, in the event of technical difficulty that cannot be resolved during an auction.

26. For long-term agreements (service contract, buyer-specific catalgue, etc.), SourcePilipinas shall arrange a meeting \ between the Buyer and the winning Supplier(s). this is to ensure 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 conforme.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).

27. Buyer shall notify the awarded Supplier(s) by issuing a Purchase Order or separate contract document within seven (7) working days after the end of the Online Bidding date. In the event more tine is needed for the evaluation of online bidding results, the Buyer shall notify SourcePilipinas.com in writing the reason for this delay. By no means shall notification of award be longer than thirty (30) working days from auction date.

28. Supplier's final bid price submitted during teh Online should be valid for maximum of thirty (30) days, unless agreed both buyer and Supplier. In addition, Supplier's final quotation should conform to prices submitted online. In the event this agreement is breached, a penalty fee of 10% of total transaction value will be levied against the Supplier.

29. Once the buyer has awarded teh contract to the winning Supplier(s), both parties are obligated to follow the Buyer-Supplier agreement. Supplier(s) abide the agreed item specification, quality and delivery schedule. Buyer shall order/consume items wihtin the agreed contract duration. both aforementioned rules apply unless otherwise agreed upon the Buyer, teh Supplier and SourcePilipinas.com parties whi fail to follow any of the provisions set in the buyer-Supplier and SourcePilipinas.com. Parties who fail to follow any of the provisions set in teh Buyer_supplier agreement will be charged a penalty fee of 10% of transaction value, payable to the aggrieved party.

30. Redissemination of information and all other data provided during the auction is prohibited. Participants shall not use SourcePilipinas.com data, including, but not limited to, negotiated prices using SourcePilipinas' exchange, to conduct parallel bidding or separate negotiations with the same or different Buyer(s) and/or Supplier(s). In the event this agreement is breached, a penalty of 10% of total transaction value will be levied against both buyer and supplier.

31. 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.

32. 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

33. 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.

34. The transaction fee shall be based on the final bid award amount (inclusive of VAT) using the applicable rates.

35. All reimbursibles will be charged for the account of the participant(s).

BILLING

36. 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.

37. 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.

38. 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.

39. 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 to SourcePilipinas/participant 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 refund to be made shall be paid free of interest.

41. 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.

42. 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.

43. For buyer trading partners who opted to let SourcePilipinas collect its service charge on winning supplier(s), THE buying firm agrees to deduct from its remaining payable(s) to the
supplier firm, all unsettled transaction charges to SourcePilipinas.com, Inc. prior to expediting release of payment to supplier. Buyers will be notified accordingly, regarding supplier firm's payment status.

44. In the event of transaction cancellation, the billed trading partner shall refund SourcePilipinas the corresponding value added tax (VAT) on service fee for transactions already been billed by SourcePilipinas.

AWARDING / NON AWARDING REGULATIONS:

45. Offline auctions are prohibited unless technical difficulties are encountered in the Exchange as may be determined by SourcePilipinas by SourcePilipinas' Teachnical Team.

46. Non-critical items, or those taht do not require approval from authorized units except for Purchasing, must be awarded online within 30 days from auction date.

47.Critical items, or those that require approval from authorized units other than Purchasing, must be awarded up to maximum of 60 days from auction date.

48. SourcePilipinas' Compliance Comittee will conduct a quarterly review of transaction per Trading partner to determine the percentage total of non-awarded items hit 20% for the quarterly period based on reasons deemed non-acceptable to the Compliance Committe, the buying firm will be levied a publishing fee of P8,000 or 0.5% or total non-awarded transactions, whichever is higher. Among these variables include: (1) Violation of Purchasing Ethics (2) Parallel Bidding (3) For regularly purchased items, online price through RFQ (5) Supplier to which the item has been awarded did not follow the buyer's stipulated terms and conditions (6) Cancellation of requisitioner with no logical reason stated (7) Unavailability of supply (8) Unsuccesssfull attempt by the buyer to renegotiate price with the winning supplier/s.

ACCOUNTS PAYABLES

49. Trading Partners with aggregate payables to SourcePilipinas of P5,000 and up that are more than 60 days past due, will be prevented from joining and/or publishing subsequent auctions, unless said liabilities have been settled at least 60% or in full.

50. Trading Partners will payables to Sourcepilipinas thata re more than 120 days past due shall be blacklisted in the Exchange with prior written nitification from SourcePilipinas' Billing and Collection Unit, unless said liabilities hav been settled in part or in full.