SALE OF GOODS AGREEMENT

Dated: September 18, 2015

Standard Contractual Clauses

PARTIES:
Seller
CEBU ORIENT FURNITURES MANUFACTURING, INC.
CORPORATION
PHILIPPINES; ASO87-14344
Door 3, AGESL bldg.., Banilad, Cebu City, Philippines
Represented by: Cagula and Associates
Buyer
YAMAKAWA RATTAN, LTD.
Limited Partnership
INDONESIA; 1-8700
Jl. Kemang Raya 24a 12730 Jakarta Indonesia
Represented by: Farhat Abbas Maagad and Partners
HAVE AGREED on the following Contractual Clauses (the Clauses):
1. GOODS
1.1
Subject to the terms agreed in this contract, the Seller shall deliver the
following good(s): GLORIA SIDETABLE in Rattan Frame (hereinafter: the Goods)
to the Buyer.
1.2

Description of Goods:
Gloria Sidetable in rattan frame, wooden top and wicker weaving.
Size : 22.5" x 22.5" x 22.5" h
Model: TBL 282 (Philippines)

1.3

Quantity of Goods:

Sale of Goods Agreement

100,000

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2. DELIVERY
2.1

Place of Delivery

All shipments shall be deemed to be delivered upon delivery to the Carrier (refer
to clause 2.3), and are exclusive of all taxes, and freight charges, which shall be paid by
the Buyer.
2.2

TIME/ PERIOD

All shipments shall be delivered within the period of sixty (60) Days from the
date of contract.

2.3
3.

Carrier

Sky International, Inc.

PRICE
4.1

Total Price

$10, 500,000

4.2

Price Per unit

$105.00

*All prices quoted are subject to change, without notice, at any time prior to Sellers
acceptance of Buyers order, to such prices prevailing at the time of acceptance.
1.3

Currency

Prices are expressed in U.S. Dollars ($). Prices are converted on the basis of the official
exchange rate at the date when payment is due. The buyer shall support any loss caused
by a fluctuation of the exchange rate occurring until the complete performance or
payment. In any event that the buyer cannot pay in the currency expressly agreed upon,
payment shall be made in the currency of the place of payment (refer to Sec. 3.1)

4. PAYMENT CONDITIONS
3.1

Methods of Payment

Payments are due and demandable (30) days from date of invoice. If payment is not
received by the due date, invoices are considered past due. Past due payments will be
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subject to a service charge of one percent (1%) per month or the maximum amount
allowed by law.
Visa, Mastercard, Money Orders, Certified Checks, Company Checks and Personal
Checks are acceptable substitutes.

3.2

Delinquency

If Buyer is delinquent in paying any amount owed to Seller by more than ten (10) days,
the seller may:
(i) suspend production, shipment and/or deliveries of any or all products purchased by
Buyer, or;
(ii) by notice to Buyer, treat such delinquency as a repudiation by Buyer of the portion of
the contract not then fully performed, whereupon Seller may cancel all further deliveries
and any amounts unpaid hereunder shall immediately become due and payable

5. MERGER CLAUSE
This contract contains the entire agreement of the parties. The obligations and
liabilities of the Parties shall be limited to those agreed upon by the parties in this
Sale of Goods Agreement. Any modification of this Contract are deemed
precluded, except when the parties so agree in a subsequent writing only when
extraordinary circumstance so require.

6. TRADE USAGE CLAUSE

(a) Customary practices and common trade usages of purely local or national
origin of each of the contracting parties shall not be applicable to alter the
obligations and liabilities of the parties.
(b) In case of conflict between common trade usages in international trade and the
Agreement, the latter shall prevail and will be the primary law of the
contracting parties.

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7. OBLIGATIONS OF THE PARTIES

7. 1.

The Seller Agrees and Warrants that:

(a) The product is in good condition and will undergo an independent Quality
Control check.
(b) The products will be delivered and/or shipped within the period agreed upon
in clause (2.2).
(c) The Buyer will be given a reasonable period of Sixty (60) days to check for
the products for possible defects.
(d) He undertakes to exercise extraordinary diligence in delivering the goods to
the carrier.
(e) The Buyer will have exclusive rights to the said products and will supply no
other buyers for a period of three (3) years.
(f) Buyer will be informed Thirty (30) days prior to the date agreed in clause
(2.2) if the Seller will not be able to comply with the quantity agreed upon in
clause (1.3).

7.2

The Buyer Agrees and Warrants that:

(a) He will comply with the methods of payment and the period within which to
pay as agreed in clause (4.1).
(b) He shall be liable for delinquency as agreed upon in clause (4.2)
(c) He shall be liable for losses with regard to variations in exchange rates that
shall be applicable upon the perfection of the contract.
(d) Prices are subject to changes as agreed in clause (3.2).
(e) The Seller will be its exclusive supplier of said product for a period of three
(3) years.

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8. HARDSHIP CLAUSE
8.1

Where the performance of this Sale of Goods Agreement becomes more onerous
for one of the Parties, that party is nevertheless bound to perform its obligations
subject to the following provisions on change of circumstances (hardship).

8.2

Either party may invoke the hardship clause only if he establishes that one or
more of the events enumerated in an exhaustive list below has occurred and has
resulted in hardship to him as defined in the clause:
a. Severe reduction in the size of the purchaser's anticipated market for
the output of the works;
b. Increase in the cost of raw materials needed to produce the output of
the works which results in a severe reduction in its profitability

8.3

The party invoking the hardship clause may request for renegotiation with the
other party by notification within 15 days from the occurrence of such hardship,
in writing addressed to the latter.

8.4

The party notified must respond in writing within 15 days from receipt of the
notification. If he considers that the grounds set out in the notification are not
sufficient to justify renegotiations, he must set forth in the response the reasons
for that conclusion.

8.5

If the Parties fail to reach agreement on the requested revision within 180 days, a
party may resort to the dispute resolution procedure provided in Article 3. The
Arbitrators shall have the power to make any revision to this Contract that it finds
just and equitable in the circumstances, or to terminate this contract at a date and
on terms to be fixed.

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9. FORCE MAJEURE CLAUSE

9.1

Where the performance of the obligation of each of the contracting parties

become impossible or cannot be carried out due to the happening of an event
beyond the control of the parties or an event of Force Majeure, the party
concerned is excused from liability.

9.2

Events of Force Majeure shall include but not be limited to:

9.2.1

Act of God (such as, but not limited to, fires, explosions, earthquakes,
drought, tidal waves and floods);

9.2.2

War, hostilities (whether war be declared or not), invasion, act of foreign

enemies, mobilization, requisition, or embargo;

9.2.3

Rebellion, revolution, insurrection, or military or usurped power, or civil

war;

9.2.4

Contamination by radio-activity from any nuclear fuel, or from any

nuclear waste from the combustion of nuclear fuel, radio-active toxic
explosive, or other hazardous properties of any explosive nuclear
assembly or nuclear component of such assembly;

9.2.5

Riots, commotion, strikes, go slows, lock outs or disorder, unless solely

restricted to employees of the Supplier or of his Subcontractors; or

9.2.6 Acts or threats of terrorism.

9.2.7
9.3

And other similar circumstances.

The party invoking the Force Majeure clause shall undertake to comply with the
following requirements:
9.3.1

The party prevented shall give notice to the other Party of an Event of Force
Majeure upon it being foreseen by, or becoming known to him.

9.3.2

As soon as reasonably practicable following the date of commencement of a

Force Majeure Event, and within a reasonable time following the date of
termination of a Force Majeure Event, he shall submit to the other Party

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reasonable proof of the nature of the Force Majeure Event and of its effect
upon the performance of the Party's obligations under this Agreement.
10. TERMINATION CLAUSE, NOTICE PROVISIONS
10.1

This Sale of Goods Agreement and the transactions contemplated herein may be
terminated and abandoned at any time, upon the mutual consent of CEBU
ORIENT FURNITURES MANUFACTURING, INC. and YAMAKAWA
RATTAN, LTD.;

10.2

The power of termination provided for by Section 9.1 hereof may be exercised
only by a notice given in writing and signed on behalf of YAMAKAWA
RATTAN, LTD. by either the President, or any Vice President, and on behalf of
CEBU ORIENT FURNITURES MANUFACTURING, INC. by the President or
any Vice President.

10.3

In the event of the termination and abandonment hereof, pursuant to the

provisions of Section 10.1 hereof, this Sale of Goods Agreement shall become
void and have no effect, without any liability on the part of any of the Parties or
their directors, officers, or shareholders in respect of this Contract, except for
liability of a party for expenses.

11. FORUM SELECTION AND ARBITRATION CLAUSE

This contract is governed by the laws of Philippines and any dispute shall be finally
resolved by the Philippine courts.
11.1.

This agreement shall be governed by and interpreted in accordance with the laws
of Philippines.

11.2

The parties shall endeavor to settle any dispute that arises by direct negotiation
between their managing directors or similar senior executives but if direct
negotiation does not result in a resolution of the dispute, either Party may require

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that it be referred to mediation in accordance with the CEDR (Centre for Effective
Dispute Resolution) Mediation Rules at present in force.

11.3

Any dispute that is not settled by direct negotiation or by mediation shall be

finally settled under the Rules of Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with the said
Rules.

12. LIMITATION OF LIABILITY CLAUSE

12.1

In no event shall CEBU ORIENT FURNITURES MANUFACTURING, INC., its

affiliates or any of their respective directors, officers, employees or agents be
liable for:
12.1.1 Any special, indirect, incidental, consequential, exemplary or punitive
damages including but not limited to labor costs incurred by YAMAKAWA
RATTAN, LTD.; or

12.1.2 Any damages whatsoever resulting from loss of use or profits arising out
of or in connection with the goods sold hereunder.

12.1.3 In no event shall the total liability of CEBU ORIENT FURNITURES

MANUFACTURING, INC. for all damages, losses and causes of action (whether
in contract or tort, including but not limited to negligence or otherwise) exceed
the purchase price of the goods in question.

Seller
September 4, 2015

CEBU ORIENT FURNITURES

MANUFACTURING, INC.

Sale of Goods Agreement

Buyer
September 4, 2015

YAMAKAWA RATTAN, LTD.

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