PROCUREMENT GENERAL TERMS AND CONDITIONS
These General Terms and Conditions (“Terms”) shall apply to any Purchase Order (“Purchase Order” or “Agreement”) between Gothong Southern Shipping Lines, Inc. (the “BUYER”) and the seller or supplier (the “SELLER”) for the procurement of goods and/or services. These Terms and Conditions are binding upon the BUYER and SELLER and shall supersede any conflicting terms and conditions of the SELLER. In the event that a written special contract is executed by both Parties, the provisions of such contract shall prevail over these Terms and Conditions
DEFINITIONS
OBJECT, ORDER ACCEPTANCE, SCOPE OF PURCHASE, SHIPMENT, AND DELIVERY SCHEDULE
PRICE AND PAYMENT TERMS
DELIVERY OBLIGATIONS, FAILURE TO PERFORM, IMPORTATION, AND PENALTIES FOR DELAY
WARRANTIES AND AFTER-SALES SUPPORT
RETURN OF GOODS AND/OR SERVICES
INSURANCE AND PERFORMANCE BOND
CONFIDENTIALITY AND INTELLECTUAL PROPERTY
OWNERSHIP AND LICENSES
INDEMNITY
COMPLIANCE WITH LAWS
DISPUTE RESOLUTION
LIMITATION OF LIABILITY
ENTIRE AGREEMENT
COMMUNICATION AND REPORTING
ASSIGNMENT
SURVIVAL
BUYER’S POLICIES
ENFORCEABILITY
CHOICE OF LAW AND JURISDICTION
BUYER: Gothong Southern Shipping Lines, Inc. and its duly authorized representatives.
SELLER: Any third-party entity from whom goods and/or services are purchased by the BUYER.
GOODS: Any merchandise, material, item, or equipment specified in the Purchase Order issued by the BUYER, including but not limited to items fit for the intended purpose, consistent with their description and specifications, and of merchantable quality in accordance with Republic Act No. 7394 (Consumer Act of the Philippines).
SERVICES: Any work, obligation, or responsibility to be provided or delivered by the SELLER, expressly specified in the Purchase Order or other written agreement, including any sub-service and/or resources necessary for completion (such as supervision, labor, materials, equipment, etc.).
CONFIDENTIAL INFORMATION: All proprietary, confidential, or sensitive information belonging to the BUYER, whether disclosed in writing, orally, electronically, visually, or by any other means, including but not limited to specifications, technical drawings, purchase orders, contracts, project plans, trade secrets, inventions, financial data, personal data, and any information obtained from third parties and entrusted to the BUYER.
PURCHASE ORDER (AGREEMENT): The commercial document issued by the BUYER to the SELLER indicating requirements such as item description, quantity, agreed price, delivery/completion date, payment terms, and special instructions.
FORCE MAJEURE: Events beyond the reasonable control of the Parties, including but not limited to riots, wars, terrorism, sabotage, earthquakes, floods, typhoons, epidemics, port or transport disruptions, strikes, government actions, or sanctions, provided that the affected Party notifies the other within 48 hours.
The SELLER shall not commence delivery of any goods or performance of any services without the prior receipt of a duly approved Purchase Order issued by the BUYER.
Acceptance of such Purchase Order shall be strictly subject to these Terms and Conditions and shall not be amended, supplemented, or superseded except by a written agreement duly signed by the BUYER’s authorized representative.
The BUYER shall not be bound by, and expressly objects to, any terms or conditions contained in the SELLER’s quotation, invoice, acknowledgment, or any other document, which are inconsistent with or in addition to the provisions herein, unless such conflicting or additional terms are expressly accepted in writing by both parties through their authorized representatives.
The SELLER undertakes to sell and deliver, and the BUYER undertakes to purchase, the goods and/or services as specified in the corresponding Purchase Order, subject to the terms and conditions herein.
All goods supplied shall: (a) be fit for their intended purpose; (b) conform strictly to the agreed description and technical specifications; (c) be of merchantable quality; and (d) be newly manufactured, and not refurbished or previously used.
The SELLER shall dispatch the goods in accordance with the agreed delivery schedule and shall furnish the BUYER with the following shipping and delivery documents: (a) commercial invoice; (b) packing list; (c) bill of lading or air waybill; (d) certificate of origin; and (e) any required import permits, licenses, or technical compliance certifications.
Where delivery is made under Cost, Insurance, and Freight (CIF) or Cost and Freight (CFR) terms, the SELLER shall procure and maintain insurance coverage for the goods at their full replacement value, protecting against all risks of loss or damage during transit until delivery to the designated port of destination.
Unless otherwise expressly agreed in writing by the BUYER, the prices stated in the duly approved Purchase Order are fixed and not subject to increase for any reason. Such prices shall be deemed inclusive of all costs and charges, including but not limited to packaging, insurance, freight, and all applicable taxes, duties, and fees.
The SELLER’s quoted prices for the goods and/or services may be reduced at any time in the form of price reductions, rebates, or additional discounts, as may be mutually agreed in writing by both parties.
In the event that, during the term of the Purchase Order, the BUYER receives from a third-party supplier a bona fide written offer for goods and/or services of the same or equivalent specifications and quality at a lower price for the then-undelivered portion of the order, and the BUYER duly notifies the SELLER of such lower price, the SELLER shall, within a reasonable period, match such price. Should the SELLER fail to do so, the BUYER reserves the right to procure such goods and/or services from the third party without any liability to the SELLER.
The SELLER shall submit the original invoice to the BUYER within ten (10) calendar days from the delivery of goods or completion of services. The due date for payment shall be based on the credit terms mutually agreed in writing by the parties and shall be calculated from the later of: (a) the date the invoice is received at the designated location of the BUYER; or (b) the date of receipt of the goods and/or completion of the services. Under no circumstances shall payment be made in advance of the agreed credit term unless expressly authorized in writing by the BUYER.
The BUYER may withhold, offset, or suspend payment, without incurring any liability for interest or penalties, in any of the following circumstances: (a) non-delivery within the agreed period; (b) delivery of defective, damaged, or non-conforming goods or services; (c) breach of warranty provisions; (d) submission of inaccurate, incomplete, or non-compliant invoices; or (f) any other breach by the SELLER of the Purchase Order or these Terms and Conditions.
The SELLER shall pack, label, and handle all goods in a manner that ensures their protection and prevents loss or damage during transit, in accordance with industry best practices and any specific packaging or labeling requirements of the BUYER.
If the SELLER fails to deliver the goods and/or perform the services specified in the Purchase Order for any reason, and such failure continues for more than five (5) calendar days beyond the agreed delivery or performance date, the BUYER shall have the right, without incurring any liability, to: (a) procure similar goods and/or services from another supplier; and/or (b) terminate the Purchase Order, in whole or in part, by written notice to the SELLER, without prejudice to any other rights or remedies available to the BUYER under law or equity.
Except where such failure is directly attributable to an event of force majeure, the SELLER shall reimburse the BUYER for any difference in cost between the price stated in the Purchase Order and the amount paid by the BUYER to a third-party supplier for equivalent goods and/or services.
In addition, where the SELLER fails to deliver on schedule (except in cases of force majeure), the BUYER may impose liquidated damages equivalent to two percent (2%) of the total contract value for each calendar day of delay, up to a maximum of twenty percent (20%) of the total contract value. If the delay exceeds fifteen (15) calendar days, the BUYER may, at its sole discretion, cancel the Purchase Order, recover all amounts paid to the SELLER, and procure the goods and/or services from third parties at the SELLER’s cost.
The SELLER shall notify the BUYER promptly, and in no event later than forty-eight (48) hours from the occurrence, of any actual or anticipated delay in performance, stating the reasons and the expected duration of such delay.
For import transactions, the BUYER shall engage a licensed customs broker for customs clearance and ensure timely lodgment of all import documentation necessary for the release of the goods.
The SELLER expressly represents and warrants that all goods and/or services supplied under the Purchase Order shall: (a) for a period of one (1) year from the date of delivery and acceptance, or from the date of completion as evidenced by the BUYER’s Certificate of Completion and Use, be free from defects in design, workmanship, and materials; (b) conform in all respects to the specifications, descriptions, and quality standards stated in the Purchase Order; (c) be fit for the purpose intended and perform in the manner specified; (d) be free and clear of all liens, claims, and encumbrances as of the delivery date; and (e) comply with all applicable laws, regulations, and Philippine standards.
If any defect, non-conformance, or breach of the foregoing warranties is discovered within the warranty period, the SELLER shall, at its sole cost and as directed by the BUYER, promptly and in no case later than seven (7) business days from receipt of notice: (a) repair, replace, or re-perform the non-conforming goods and/or services, including the correction of any affected manuals, drawings, or instructions; (b) furnish the BUYER with all necessary materials, parts, and instructions to correct the non-conformity; or (c) refund to the BUYER any portion of the purchase price paid in respect of the non-conforming goods and/or services and cancel any remaining payment obligations related thereto.
Any repaired, replaced, or re-performed goods and/or services shall be subject to the same warranties and warranty period as originally provided herein, commencing from the date of acceptance of such corrected goods and/or services.
The BUYER shall have the right to return to the SELLER, at the SELLER’s sole cost and expense, any goods that fail to fully comply with the specifications, quality standards, or other requirements set forth in the Purchase Order or these Terms and Conditions.
In such case, the SELLER shall provide the BUYER with a credit equal to the full purchase price of the returned goods, plus reimbursement for all reasonable costs and expenses incurred by the BUYER in connection with the return, including but not limited to transportation, handling, and inspection fees.
If any services provided by the SELLER fail to comply fully with the agreed scope, specifications, or requirements, the BUYER shall be entitled, at its option, to: (a) receive a credit for the non-compliant portion of the services; (b) withhold payment in whole or in part; and/or (c) engage a third party to perform or complete the SELLER’s obligations, with all costs and expenses thereof chargeable to the SELLER.
For purchases exceeding a threshold amount (or when expressly required in the Purchase Order), the SELLER shall procure and maintain, at its sole cost and expense, a performance bond or equivalent insurance coverage in effect for the entire duration of the Purchase Order, sufficient to secure the fulfillment of its obligations under these Terms and Conditions.
Such insurance shall respond to and cover any losses, damages, or costs incurred by the BUYER arising from the SELLER’s failure to comply with any term or condition of the Purchase Order, including but not limited to delays, defective goods, non-conforming services, or other breaches.
The SELLER shall maintain the confidentiality of all proprietary or confidential information disclosed by the BUYER and shall not disclose such information to any third party without the prior written consent of the BUYER.
The SELLER represents and warrants that all goods, services, and any resulting work product will not infringe or violate any intellectual property rights of third parties.
The SELLER shall promptly notify the BUYER of any claims or legal actions relating to alleged infringement of intellectual property rights.
Except for intellectual property rights vested in the SELLER, all ownership rights, titles, and interests in any creative ideas, designs, inventions, innovations, improvements, or enhancements developed specifically to the BUYER’s specifications or using BUYER’s proprietary information shall vest in the BUYER.
To the extent such assignment is not legally permissible, the SELLER hereby grants the BUYER an irrevocable, non-exclusive, perpetual, and royalty-free license to use such intellectual property to the fullest extent permitted by law.
The SELLER shall indemnify, defend, and hold harmless the BUYER, its affiliates, customers, and employees from and against all losses, claims, liabilities, damages, costs, and expenses arising from or in connection with: (a) defects, omissions, or negligence in the manufacture of goods or provision of services; (b) breach of any obligation under this Purchase Order or these Terms and Conditions; (c) negligence or other acts or omissions of the SELLER or its officers, employees, agents, or subcontractors; (d) breach of confidentiality obligations; (e) actual or alleged non-compliance with applicable laws, rules, or regulations; (f) claims by any subcontractor or third party; (g) actual or alleged infringement or misappropriation of intellectual property rights; and (h) damage to property or bodily injury caused by the SELLER or anyone acting under its direction or control.
The BUYER shall notify the SELLER promptly of any such claim or suit. The BUYER reserves the right to conduct its own defense and to compromise or settle claims at its discretion, releasing the SELLER from its obligations under this Section.
The SELLER shall comply with all applicable Philippine laws, rules, and regulations, including but not limited to those of the BOC, DTI, FDA, DENR, and DOLE.
The SELLER shall ensure that all persons or entities acting on its behalf also comply fully with applicable laws.
The SELLER shall promptly notify the BUYER of any notice, demand, summons, or complaint from any governmental or regulatory authority relating to the subject matter of this Purchase Order and shall take all reasonable steps, at its expense, to resolve such matters.
The parties shall attempt to resolve any disputes arising out of or in connection with this Purchase Order in good faith negotiation within thirty (30) days.
If the dispute remains unresolved, it may be submitted to arbitration in the Philippines in accordance with the PDRCI Rules. The arbitration shall be conducted in English, and the arbitral award shall be final and binding upon both parties. However, this arbitration clause is without prejudice to the right of either party to file a case before the appropriate courts or tribunals. Any such court or tribunal proceedings shall be brought exclusively in the proper courts of Cebu City.
Nothing in these Terms and Conditions shall limit the BUYER’s rights under Philippine consumer protection laws, including claims for actual, moral, or exemplary damages in cases of gross negligence or fraud.
This Purchase Order, together with these Terms and Conditions, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings. Any amendments must be made in writing and signed by both parties.
All written communications relating to this Purchase Order shall be directed to the BUYER’s designated purchasing representative.
The SELLER shall: (a) keep the BUYER reasonably informed of the status of performance; (b) permit the BUYER to review and observe delivery or performance upon reasonable notice; (c) provide reports as reasonably requested; and (d) maintain detailed records of work performed, materials used, and other relevant expenses, which the BUYER may inspect upon reasonable notice.
The SELLER shall not delegate, subcontract, transfer, or assign this Purchase Order, or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the BUYER, which shall not be unreasonably withheld or delayed.
All representations, warranties, and indemnities contained herein shall survive the expiration or termination of this Purchase Order.
The SELLER shall comply with all BUYER policies communicated in writing, including the Procurement Policies, and warrants that it has reviewed and will adhere to such policies in the performance of this Purchase Order.
If any provision of these Terms and Conditions is found unenforceable or contrary to applicable law, such provision shall be severed, and the remainder shall continue in full force and effect as if the invalid provision had not been included.
This Purchase Order and these Terms and Conditions shall be governed exclusively by the laws of the Philippines, excluding conflict of law rules.
Any legal action arising hereunder shall be filed exclusively with the courts of Cebu City.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
I hereby certify that I am duly authorized to represent the SUPPLIER AND TO SIGN THIS PURCHASE ORDER. BY SIGNING BELOW, THE SUPPLIER EXPRESSLY AGREES TO COMPLY WITH AND BE BOUND BY THE FOREGOING General Terms and Conditions.
By: ______________________________________________________
(Signature over Printed Name of Authorized Representative)
Date: _____________________________________________________
Supplier: __________________________________________________
Updated Date: November 6, 2025
