STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF SERVICES

1. Definitions
   • “Buyer” means Jollibee Foods Corporation and its affiliates or subsidiaries, receiving the Services as specified in the Purchase Order and/or Contract.
   • “Confidential Information” means any type of information, knowledge or data which: (i) by its nature, is confidential or proprietary; (ii) the receiving party knows, or ought reasonably to be expected to know, is confidential or proprietary to the disclosing party; or (iii)  treated as confidential by either party, including but not limited to all technical, commercial, know-how, processes, formulae, initiatives, information contained in or exchanged by the parties regardless of the form of disclosure, including but not limited to business and product or service plans, operational information, sales data, financial information and projections, marketing strategies and data, projected volumes, pricing and similar information, or the purpose for which Buyer proposes to use the Services.
   • “Contract” means any written agreement that the Parties may execute in addition to the Purchase Order, that will apply to the purchase of the Services identified in the Purchase Order.
   • “Deliverables” means all documents, products and materials developed by the Supplier or its agents, Suppliers and employees as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).
   • “Force Majeure” means governmental action, war or threat of war, national emergency, riot, civil disturbance, sabotage or requisition, act of God, fire, explosion, flood, epidemic or accident; or inability to obtain or delay in obtaining supplies of fuel, machinery or spare parts.
   • “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
   • “Buyer Materials” has the meaning set out in sub-clause 8.1 (e).
   • “Purchase Order” means a written order for the purchase or supply of Services submitted by Buyer to the Supplier, including notes or instructions, and any appendices or drawings attached or referred to in the said order.
   • “Services” means the services, including without limitation any Deliverables, to be provided by the Supplier under the Purchase Order and/or Contract.
   • “Specification” means the written description of the Services (whether provided by Buyer or prepared by the Supplier and approved by Buyer) which sets out certain characteristics, qualities. properties or other standards for the Services.
   • “Subcontract” means any contract between the Supplier and a third party pursuant to which the Supplier agrees to source any of the Services from that third party.
   • “Supplier” means the party supplying the Services specified in the Purchase Order.
2. Terms of Agreement
   • 2.1 The Supplier and Buyer agree that any Purchase Order for the supply of Services will be subject to these Standard Terms and Conditions (“STC”).
   • 2.2 If Buyer and Supplier decides to execute a Contract, this STC shall be deemed incorporated in such contract, provided that, in case of any inconsistency between the provisions of the Contract and the provisions of the STC, the provisions of the Contract shall prevail.
   • 2.3 Supplier’s acknowledgement of the Purchase Order (whether through electronic acceptance, email, facsimile, written acknowledgment) constitutes unconditional acceptance of this STC.  Furthermore, the Supplier’s performance of all or any part of any Purchase Order shall constitute acceptance by the Supplier of this STC.
   • 2.4 No communication between Buyer and Supplier shall be binding unless confirmed by Buyer in writing.  No failure or delay by Buyer in enforcing any provision of the STC or in exercising any right thereunder shall constitute a waiver thereof. 
3. Performance
   • 3.1 Supplier shall perform the Services to the Buyer on the date/s and place/s required by Buyer in the Purchase Order.
   • 3.2 Supplier shall perform Services, that strictly comply with (i) all  specifications and quality standards required by Buyer and/or accepted by Buyer, and (ii) generally accepted quality standards and/or certification standards and/or industry standards applicable to such Services.
4. Price and Payment
   • 4.1 Buyer shall pay Supplier for the Services as stated in the Purchase Order. 
   • 4.2 Unless otherwise specified in the Purchase Order, the price shall be inclusive of all charges, and all duties and levies to the point of Delivery together with applicable value added, sales tax, and any other taxes on the sale of the Services. Payments to Supplier may be subject to withholding taxes as required by applicable laws, which the Buyer may withhold in accordance with the applicable laws.  
   • 4.3 If Supplier’s right to perform the Services is in question, Buyer shall have the right to suspend payment for all Services ordered from Supplier until the matter is fully resolved by the proper governmental authority.
5. Assignment and Subcontracting
   • 5.1 Supplier shall not, whether in whole or in part, assign or Subcontract any of its obligations under the Purchase Order to any third party without the prior written consent of Buyer. If Supplier is permitted to Subcontract any of its obligations, it shall remain fully responsible and liable for the proper performance of its obligations under the Purchase Order
   • 5.2 Buyer may assign any Purchase Order to any of its affiliates or subsidiaries upon written notice to Supplier.
6. Delay
   • 6.1 If the Supplier shall fail or refuse to proceed with any duly accepted Purchase Order, or if the Supplier shall fail to provide Services within the time specified in the Purchase Order, Buyer shall have the right to cancel all or any part of such Purchase Order as well as the right to assert other remedies that may be available at law or equity, including, but not limited to, the right to recover any incidental or consequential damages and the right to procure replacement Services at the Supplier’s expense.
7. General Warranties
   • 7.1 Supplier warrants that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was incorporated and all jurisdictions where it operates, (b) It has the power and authority to carry on its business as now conducted, (c) it has all requisite power and authority to enter into the transaction/s contemplated in this STC and to perform its obligations hereunder, (d) It has obtained and shall maintain throughout the term all rights from third parties that may be required for the due conduct of its business, and (e) is and will be throughout the term, be in full compliance with all laws,  regulations, ordinances, and other governmental issuances and applicable to it and its business, including without limitation those related to labor and labor standards, occupational health and safety, environment, data-privacy, and anti-corruption.
   • 7.2 Supplier further warrants that it has not granted any favor or offered any gift, whether in cash or in kind, to any employee of the Buyer or any of its affiliates for whatever reason or purpose in connection with the execution or implementation of any Purchase Order, and/or STC, and/or Contract. Furthermore, Supplier undertakes to immediately report to Jollibee Foods Corporation – Ethics Department any such employee soliciting favors or gifts, whether in cash or in kind, in consideration of or as a reward for any Purchase Order, and/or STC, and/or Contract.
8. Warranty on Services
   • 8.1 In providing the Services, the Supplier warrants that: (a) Services are performed with due diligence and in accordance with the requirements of Buyer and with best practice in the Supplier’s industry, profession or trade; (b) the Services and Deliverables will conform with all descriptions and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose made known to the Supplier by Buyer, (c) it will ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Buyer, will be free from defects in workmanship, installation and design; (d) it has the legal power and authority and all required licenses and permits to perform the Services, and comply with all applicable laws and regulations; and (e) it will hold all materials, equipment and tools, drawings, specifications and data supplied by Buyer to the Supplier (“Buyer Materials”) in safe custody at its own risk, maintain Buyer Materials in good condition until returned to Buyer, and not dispose or use Buyer Materials other than in accordance with Buyer’s written instructions or authorisation.
   • 8.2 If the Services are not performed in accordance with the warranties found in clause  8.1, Supplier shall, at Buyer’s option, (a) refund the fee for the inadequately performed Services/Deliverables, (b) re-perform the Services, (c) rectify the inadequately performed Services/Deliverables, and/or the results thereof; or (d) reimburse Buyer for Buyer’s costs to rectify the Services/Deliverables. In all cases, the entire attendant cost of the refund, re-performance or rectification of the Services shall be for the account of the Supplier. The exercise of any of these options shall be without prejudice to the right of the Buyer to assert other remedies that may be available at law or equity.\
9. Intellectual Property
   • 9.1 The Supplier assigns to Buyer, free from all third party rights, all Intellectual Property Rights in the products of the Services, and the Deliverables.
   • 9.2 The Supplier will obtain waivers of all moral rights in the products of the Services, and the Deliverables, to which any individual is now or may be at any future time be entitled under the applicable law.
   • 9.3 All Buyer Materials are the exclusive property of Buyer.
10. Confidentiality
    • 10.1 Supplier and Buyer shall keep in confidence all Confidential Information it may receive from the other party and shall only use the said Confidential Information connection with the implementation of this STC and for no other purpose. Further, each party agrees it shall ensure its directors, officers, employees, personnel, and agents are made aware of this obligation to keep confidential said information and comply therewith. Each party agrees to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information and prevent its disclosure or use contrary to the obligation set forth herein. Such measures shall include the highest degree of care that receiving party utilises to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care.
11. Indemnification
    • 11.1 Supplier shall indemnify, and keep indemnified Buyer in full from and against all direct loss, damages, costs and expenses awarded against or incurred or paid by Buyer as a result of: (a) any actual defects in the Deliverables and/or Services, whether defects in design, manufacture or otherwise, (b) any negligence, breach of contract, failure, act or omission of the Supplier or its employees, agents or subcontractors in connection with any Purchase Order (and/or Contract), (c) any claim/s of infringement of third parties’ Intellectual Property Rights, other than those arising out of any specifications, drawings, samples or descriptions provided by Buyer, and (d) all claims made by Supplier’s personnel.
12. Termination
    • 12.1 Buyer may terminate the Purchase Order and/or relevant agreement without cause by giving written notice to the Supplier at least thirty (30) days before the intended date of termination. In this regard, Buyer’s sole liability shall be to pay the Supplier for the Services performed up to the time of cancellation.
    • 12.2 Buyer may terminate the Purchase Order and/or relevant Contract immediately for material breach by the Supplier of any of its obligations, undertakings, representations and warranties, or the provisions of this STC by written notice to the Supplier.
    • 12.3 A party may also terminate the Purchase Order with immediate effect upon the commencement of any voluntary or involuntary proceeding in bankruptcy or insolvency or the appointment of a receiver or assignee for the benefit of creditors for a substantial portion of the other party’s assets.
    • 12.4 Where the Purchase Order or any part of it is terminated, Supplier shall stop performing all Services, and deliver to Buyer all Deliverables (whether complete or not), and return all Buyer Materials.
13. Notice
    • 13.1 Any  notice required to be given in connection with this STC or a Purchase Order will be in writing addressed to the other party’s authorized representative at its registered office, or principal place of business and will be delivered by personal delivery, fax, electronic mail, post, or courier. The notice will be deemed to have been duly given: (a) if personal delivery, when delivered, (b) if by fax, at the time of transmission, (c) if by email, on the date that the email is received (however, if the time of deemed receipt of any notice is not before 5:30 p.m. local time on a Business Day at the address of the recipient it is deemed to have been received at the commencement of business on the next Business Day), or (d) if by post or courier on the date of actual receipt.
14. Nature of Buyer-Supplier Relationship
    • 14.1 Each party is not an agent, legal representative, joint venture partner, or employee of the other party and is not empowered to act on the other party’s behalf in any manner.
15. Separability
    • 15.1 If a provision of this STC is held to be invalid and/or unenforceable by a competent authority, then such provision shall be ineffective to the extent of such prohibition and/or unenforceability without invalidating the remaining provisions of this STC.
16. Force Majeure
    • 16.1 Buyer shall have the right to suspend payment if a Force Majeure event prevents the Supplier from performing its obligations under this STC and/or Contract, provided that if the Force Majeure shall continue for a period of fifteen (15) consecutive days, Buyer shall have the right to terminate the Purchase Order and this STC by giving written notice to the Supplier, without further liability to the Supplier.
17. Governing Law and Venue of Litigation
    • 17.1 The terms and conditions of the Purchase Orders and this STC will be governed by the Applicable Law (without regard to the conflicts of law provisions of any jurisdiction), and any litigation involving the enforcement of any terms and conditions, or claims arising out of or in connection with the said Purchase Orders and/or this STC, will be subject to the exclusive jurisdiction of the Applicable Jurisdiction based on the Buyer’s place of incorporation, as provided in the following table:

    • Buyer’s Place of Incorporation	Applicable Law	Applicable Jurisdiction
      Philippines	Republic of the Philippines	Competent courts in Pasig City, to the exclusion of other courts or venues
      Outside the Philippines, but licensed to do business in the Philippines in accordance with Philippine law
      United States of America and Canada	New York	Arbitration as provided below
      China	People’s Republic of China	Competent courts of the place of execution of this STCs (which is in Minhang District Shanghai), to the exclusion of other courts or venues
      Vietnam	Socialist Republic of Vietnam	Competent courts of Ho Chi Minh City, to the exclusion of other courts or venues
      Other Territories	Laws applicable to the place where the Buyer was incorporated	Proper courts that has jurisdiction over the place of incorporation of the Buyer.

    • 17.2 Each party irrevocably submits to the personal jurisdiction and venue of, and agrees to service of process issued or authorized by, any court in the Applicable Jurisdiction in any action or proceeding.
    • 17.3 If the Buyer’s place of incorporation is in China, then the place of execution of STC is in Minhang District, Shanghai.
    • 17.4 If the Buyer’s place of incorporation is in the United States of America or Canada, Buyer and Supplier agree that all controversies, disputes, or claims between Buyer or any of its affiliates, and it and its respective shareholders, officers, directors, agents, and employees, on the one hand, and Supplier (and Supplier’s owners, guarantors, affiliates, and employees), on the other hand, arising out of or related to: (1) this Agreement or any other agreement between Supplier (or any of its owners) and Buyer (or any of its affiliates); (2) Buyer’s relationship with Supplier; or (3) the scope or validity of this Agreement or any other agreement between Supplier (or any of its owners) and Buyer (or any of our affiliates) or any provision of any of such agreements (including the validity and scope of the arbitration provision under this Section, which Buyer and Supplier acknowledge is to be determined by an arbitrator, not a court), must be submitted for binding arbitration, on demand of either Party, to the American Arbitration Association (the “AAA”). The arbitration proceedings will be conducted by one arbitrator and according to the AAA’s then-current Commercial Arbitration Rules. Such arbitration shall take place within fifty (50) miles of Buyer’s then current principal office.
    • All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). The interim and final awards of the arbitrator shall be final and binding upon each Party, and judgment upon the arbitrator’s awards may be entered in any court of competent jurisdiction.
    • Buyer and you Supplier that arbitration will be conducted on an individual basis may not be: (i) conducted on a class-wide basis, (ii) commenced, conducted or consolidated with any other arbitration proceeding, (iii) joined with any separate claim of an unaffiliated third-party, or (iv) brought on your behalf by any association or agent.
18. Language
    • 18.1 This STC is written in the English language. If this STC is translated into another language, both language versions are considered to be equally authentic. In the event of any discrepancy between the two aforementioned versions, the English version shall prevail in determining the spirit, intent, and meaning of this STC.
    • 18.2 For Buyers incorporated in Canada, the parties confirm that it is their wish that the STC, as well as any other documents relating to the STC, have been and shall be drawn up in the English language only.  Les signataires confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, soient rédigés en anglais seulement.