1. Quotations, Orders, and Buyer Approval. Quotations are valid for thirty (30) calendar days and are based on the approved scope, quantity, specifications, materials, design, and delivery requirements. The Seller may revise prices before production if raw material costs, freight, taxes, supplier costs, or other production costs materially increase beyond its reasonable control. Production shall commence only upon receipt of the Buyer's final approval, complete specifications, and the required payment, including a minimum verified fifty percent (50%) down payment for Purchase Order (PO) transactions, or such other payment arrangement expressly approved in writing by the Seller. A Buyer's Purchase Order shall not amend, modify, or prevail over these Terms and Conditions unless expressly accepted in writing by an authorized Company representative. If the Buyer fails to approve the layout or provide the required approval within the agreed period, or within a reasonable period after written follow-up by the Seller, the Seller may, upon written notice, cancel the order without liability, subject to payment of all documented costs and work already incurred, if applicable. Approvals made through email, electronic signatures, messaging applications, or other electronic means shall be valid and binding. The Buyer is solely responsible for verifying names, titles, spelling, layouts, logos, colors, quantities, dimensions, and specifications prior to production. Errors approved by the Buyer shall be for the Buyer's account, while the Seller remains responsible only for proven failure to follow the approved specifications or for proven defective workmanship. 

 

2. Payment, Default, and Suspension. The Buyer shall comply with the payment terms stated in the quotation, invoice, billing statement, purchase order, conforme, or written agreement. Discounts are conditional upon timely payment and may be forfeited upon default. Unless otherwise agreed in writing, approved credit terms shall be fifteen (15) calendar days from invoice date for orders valued at ₱500,000.00 and below, and thirty (30) calendar days for orders exceeding ₱500,000.00. Full payment of all undisputed amounts shall be required before the release of the goods, unless credit terms have been expressly approved in writing by the Seller. If payment remains unpaid after the due date, the Seller may impose a late payment charge of two percent (2%) per month on the unpaid overdue balance, or such amount as may be allowed by applicable law, provided that the aggregate late payment charge shall not exceed six percent (6%) of the unpaid overdue balance. This obligation applies even if the goods have been completed, released, delivered, received, accepted, or used. Internal approval processes, voucher delays, document routing, or fund release delays shall not suspend payment obligations unless otherwise required by law or agreed in writing. The Seller may hold, suspend, refuse, or stop production, release, delivery, pending orders, new orders, future transactions, and credit accommodations until all overdue balances, late charges, cancellation charges, storage fees, collection costs, and other unpaid amounts have been fully settled. Repeated payment default may result in the suspension or termination of future transactions upon written notice. The late payment charge is separate from and independent of any applicable storage fee under Clause 3, as each addresses a different contractual obligation and compensates for different costs. 

 

3. Cancellation, Delivery, Risk, Claims, and Storage. Orders become final upon signed quotation, purchase order, conforme, payment, down payment, layout approval, electronic approval, written confirmation, or instruction to proceed. Cancellation requires the Seller's written approval and may be subject to documented costs, including design, labor, materials, procurement, supplier commitments, administrative processing, production preparation, and work completed, with customized, personalized, client-specific, made-to-order, or non-resellable items chargeable up to the full contract price where justified. Delivery, freight, cargo, courier, transport, and handling shall be for the Buyer's account and risk unless otherwise agreed in writing. Client-arranged pickup or courier is preferred for the release of completed goods, particularly for fragile, customized, high-value, or damagesensitive items. Upon inspection, pickup, release, or turnover to the Buyer or its representative, all transportation and handling risks transfer to the Buyer, without prejudice to the Seller's liability for proven manufacturing defects existing before release. The Seller may document the condition of the goods through photographs, videos, CCTV, packing records, delivery records, inspection reports, or other electronic records, which may be used as evidence. Visible defects, shortages, or damage must be reported in writing within twenty-four (24) hours from receipt or release, while hidden manufacturing defects must be reported within seven (7) calendar days from discovery, subject to evaluation. Claims arising from courier handling, transport damage, misuse, mishandling, improper storage, unauthorized modification, or Buyer-approved errors may be rejected. If only a portion of the goods is proven to be defective or damaged, the Buyer may withhold payment only for the value of the affected items. The remaining undisputed balance shall remain due and payable in accordance with the agreed payment terms. Goods shall be claimed within seven (7) days from completion notice, after which storage charges equivalent to one percent (1%) per day of the order value, capped at thirty percent (30%), may be imposed as reasonable compensation for warehousing, handling, inventory management, insurance, and administrative expenses. The storage fee is separate from and independent of any applicable late payment charge under Clause 2 and is intended solely to recover the Seller's reasonable warehousing, handling, inventory management, insurance, and administrative costs. Release may be withheld until all undisputed amounts and other outstanding obligations have been paid. 

 

4. Intellectual Property, Privacy, and Liability. The Buyer warrants that all names, logos, trademarks, artwork, designs, images, texts, marks, and other materials supplied are owned by or properly authorized for use and shall hold the Seller free from claims arising from unauthorized materials supplied or approved by the Buyer. The Seller may use completed works for portfolio or promotional purposes unless the project is confidential, proprietary, classified, government-related, or otherwise restricted by written agreement. Both parties shall protect confidential information and process personal data in accordance with applicable data privacy laws. Except in cases of fraud, gross negligence, or willful misconduct, and to the fullest extent permitted by Philippine law, the Seller's total liability shall not exceed the amount actually paid for the specific order and shall not include indirect, incidental, consequential, special, punitive, business interruption, or loss-of-profit damages. 

 

5. General Provisions. These Terms are mandatory across all branches. No Sales, Warehouse, Logistics, Production, Customer Service, Supervisor, or Branch personnel may waive or modify these Terms, payment provisions, late charges, cancellation charges, storage fees, delivery-risk provisions, release requirements, or credit restrictions. No waiver or modification shall be valid unless made in writing and signed by an authorized Company representative with Management and Finance approval. The Seller shall not be liable for delays or non-performance caused by force majeure or events beyond its reasonable control. Notices may be served personally, by courier, registered mail, email, or acknowledged electronic communication. The parties shall first endeavor to resolve disputes through good-faith negotiation or mediation without prejudice to urgent legal remedies. The Seller may recover reasonable attorney's fees, collection costs, and litigation expenses as permitted by law. If any provision is declared invalid, the remaining provisions shall remain in full force and effect. 

 

These Terms shall be governed by the laws of the Republic of the Philippines, with venue to be designated by the Seller in accordance with applicable law.                        

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