General Terms and Conditions

1. Recitals: The present General Terms and Conditions and (hereinafter “Conditions”) apply to any supply of goods and/or services made (both hereinafter “Product”) for any reason by the company RUBIPOWER, INC. located in Block 5 Lot 26 Narra St., Springville, Gardens 3, Molino III, Bacoor City Cavite, Philippines. VAT no. 010-499-923-0000 (hereinafter “RPI”) to any natural or legal person, hereinafter referred to as Customer”, which has formally placed and submitted a purchase order to RPI. These Conditions, even if not signed, have been submitted to the Customer and formally accepted by the same with the forwarding of the order, and are integral part of it. The Conditions are binding and apply to any commercial transaction between Customer and RPI, even if they are not directly or explicitly referred to. It is agreed between Customer and RPI that, any term or condition set by the Customer, raised at any time, which conflicts with this document will remain null and void. Any modification of the Conditions is valid only if made by RPI.

2. Offers: RPI offers are not binding and are valid for 30 days from the issue date unless otherwise indicated in the offer. RPI reserves itself the right to improve or update the design or construction of its products during the validity of the offer.

3. Contract Completion: All orders shall be placed and shall reach RPI in writing as a mandatory condition for their acceptance. After RPI has accepted the order, the customer will receive an acknowledgement of order as acceptance. If the description of goods or delivery reported in RPI offers differs from those in the order acknowledgement, the latter shall prevail. It is to be understood that the order acknowledgement sent by RPI to the Customer shall be merely considered an execution procedure of the previously completed contract (the “Contract”) resulting from the order placement by the Customer.

4. Contract Termination: RPI, without prejudice to any legal or contractual remedies and notwithstanding its right to compensation of damage, will be entitled to terminate the Contract beforehand if:

a) It ascertains that the Customer is insolvent, or its solvency has been diminished; or
b) The Customer credit is not anymore insurable by a primary Credit Insurance Company, or its credit has been diminished
by the same; or
c) It ascertains that any guarantee given by the Customer in relation to credit no longer exists; or
d) The Customer fails to comply with one of the duties set out in the Contract such a breach is not rectified by the Customer
within a reasonable period of time set by RPI.

5. Price: Prices are set by the RPI as net prices that exclude any tax or cost, which shall be to the account of the Customer. Prices are EXW (Ex-works) RPI plant unless otherwise indicated from time to time and are fixed for deliveries performed within the deadline RPI offer. Prices do not include, unless differently stated:

a) Value Added Tax; and
b) Any Tax, duty, or other customs duty due inside or outside RPI country and required to fulfil the Contract; and
c) any other accessory charge such as shipping and insurance costs; and
d) anything else that is not specifically indicated in the order acknowledgement.
The Contract price – will be modified consequently if RPI considers it to be necessary.

6. Delivery Terms: Unless otherwise specifically stated in RPI offer, all delivery times shall have the latest date among the order acceptance date by RPI and the final fulfilment of all Customer contractual obligations, such as any required advance payment guarantee presentation. Delivery times are approximate and never compulsory; they are expressed in calendar days. In case of delays or impediments by RPI in the performance of its obligations due to:

a) Actions or omissions by the Customer and/or its agents (including the non-submission of specifications and/or designs,
measures and/or any other information that might be necessary to RPI); or
b) Changes required by the Customer during the order execution, if accepted and/or technically possible; or
c) Proven delays by RPI suppliers and sub suppliers; or
d) Force majeure as foreseen in Article 7 below; or

The delivery time will be modified consequently if RPI considers it to be necessary. In case of a Contract with continued or
differed deliveries, each partial delivery is to be regarded as an independent commercial transaction. The impossibility to
perform a delivery arising from the forwarder or from the Customer providing false or incorrect delivery details.

7. Force Majeure: The Contract execution may be suspended, without liability, if and to the extent that its fulfilment is prevented or delayed by circumstances beyond the reasonable control of one of the parties such as force majeure events like: war, conflict, sabotage, acts of state or governmental actions (including export or re-export prohibition, or non-authorization or revocation of valid export licenses); labor disputes, strikes, lockouts, etc; without prejudice of the Customer obligation to pay all necessary amounts due to RPI in compliance with the stipulated agreements. RPI is under no obligation to supply goods, services or technology, if it does not obtain and until it obtains the necessary licenses or authorizations or qualification for general licenses or exemptions provided for by law, regulations, ordinances and requirements for import, export controls and sanctions and any amendments thereto. In the event that, for any reason, such licenses, authorizations or approvals are rejected or withdrawn, or www.rubipower.com in case of modification of laws, regulations, ordinances and requirements that forbid RPI to fulfil the Contract or that expose RPI to the risk of liability provided for by laws, regulations, ordinances and requirements in force, RPI shall be relieved of its obligations under the Contract and/or any other collateral contract with the Customer.

Should any of the parties be unable to fulfil its obligations for any of the reason provided for in the present Article, for a period longer than 180 consecutive calendar days, except for the Customer obligation to pay the amounts due to RPI according to the stipulated agreements, both parties can settle the non-executed part of the Contract, without; liability, by a written notice sent to the other party.

8. Design Approval: if a design approval is required, drawings will be delivered to Customer within due time the final fulfilment of all Customer contractual obligations, and Customer shall approve within 5 working days after being delivered by RPI. It is understood that delay of the Customer in fulfilling its commercial or financial obligations, or delays in confirming drawings, might result in delay of delivery and/or change of cost in charge to Customer, and that RPI is fully relieved from any related consequences

9. Payment: Each payment must be made (a) in full without barter, exception or deduction of any type, (b) in the currency reported in RPI offer and (c) with exact reference to the invoice to which it refers to. Any claim that may arise between the parties does not in any case exempt the Customer from complying with the terms and conditions of payment. In case of late payments RPI reserves itself the right, with immediate effect to: (i) charge late payment fees at the rate of art. 5, paragraph 1, of D.Lgs n. 231/2002 (ii) suspend the Contract execution (including the right to suspend deliveries) (iii) suspend any other Customer order in production (iv) suspend any contractual obligation toward the Customer, including any warranty obligations (v) ask for advance payments and/or appropriate guarantees before proceeding with the deliveries.

10. Reserve of Ownership: All deliveries are made under reserve of ownership. Goods sold under this agreement belong to RPI until the payment of the sales price has been made in full including the last installment, any taxes or surcharges, and any other additional amount that might have been agreed. If payment is not performed in full, without prejudice to any claim for damages by RPI, the latter shall be entitled to request the immediate transfer of the concerned products, without prejudice to the Customer’s obligation to pay the full price established by the Contract. Any document by the Customer that engages the products without explicit written permission of RPI before their complete payment, and any other behaviour that could compromise the right to claim, will make the Customer responsible towards RPI, except for the applicable legal sanctions

11. Non-Fulfilment: : Without prejudice to any other right of RPI, the Contract with the Customer shall be deemed automatically terminated if (a) Customer is in default due to causes unrelated to force majeure and, within 30 (thirty) days from RPI written notification date, referred to the non-fulfilment, the Customer omits to correct such non-fulfilment, if the non-fulfilment can be corrected within such period, or if it is not possible to correct the non-fulfilment within such period, Customer omits to find a solution; or if (b) measures, motions, injunctions or debt moratorium proceedings are taken for winding up, dissolution, administration or reorganization (agreed through a voluntary settlement program) of the Customer or of any affiliated party (including head offices at any level), which do not correspond to a winding up or solvent reorganization as per incorporation or restructuring.

Without prejudice to indemnity for any greater injury suffered, RPI is entitled to recover from Customer and/or from hisrepresenting agent all expenses or damages suffered as a consequence of the Contract termination, including a penalty of 50%(fifty percent) on the order that has not been executed because of the non-fulfilment. In the case that the perform the deliveries under this or any other agreement, or to ask for advance payments and/or appropriate guarantees before proceeding with the deliveries

12. Notification of defects: The Customer shall check the conformity of the product with the requirements of the Contract upon delivery and report in writing any defects and discrepancies within 8 (eight) days of delivery. In particular, the Customer must check the integrity/quantity of the product delivered before signing the delivery note and record on it any anomalies detected as well as the number plate of the vehicle used for transportation. Upon receipt of the Goods, the Customer is required to verify their compliance with the order placed, according to the following:

The Customer is invited to sign the delivery note only after checking the above conformities. In case of discrepancies between the order and the delivery, the Customer shall not accept the goods, and shall give formal notice directly to the carrier. Any damage shall be borne by the Customer if the document is signed without performing the above verifications: after the delivery of the package is accepted, no claim will be accepted by RPI as to the features of the delivered goods. The Customer declares to b aware that these activities are essential to be able to obtain insurance coverage and that a failure to do this may cause grave detriment to RPI. Any claims related to defect or non-conformity of the product and not detectable upon delivery must be reported to RPI by fax and email, otherwise they lapse 8 (eight) days after the date the defect was discovered.

The objection or the claim does will not free the Customer from its duty to pay the price of the product on the agreed due dates; under no circumstances may the Customer propose exceptions in order to avoid or delay the payments owing to RPI. If RPI hands over the product to a forwarding agent for transportation to the location specified by the Customer, the term of eight (8) days shall commence upon receipt of the Product by the Customer. Any notifications of defects made to the forwarding agent will be ineffective. Regardless of whether the delivery has been made. RPI is authorized to invoice the full price of the product as set out in the confirmation document, from the delivery date established by Contract.

13. Notification of defects: Unless otherwise agreed, the standard packaging of the product is under the responsibility and at the expense of RPI, the transport of the product is under the responsibility and at the expense of the Customer. Unless otherwise agreed, the product is transported at the risk of the Customer Ex-works RPI plant at Molino Cavite. Delivery of the product and the accompanying transfer of risk to Customer will be understood to have been completed upon being handed over to the first forwarding agent. If transportation is not arranged by the week on which the product is completed and available for delivery, RPI will change cost (as specified in the RPI offer) per week (or part of week) in warehousing costs for each and every transformer and for the remaining material.

If transportation is not organized within 10 weeks from the date on which the product is completed and available for delivery, RPI will be entitled to terminate the Contract. In the event that such power of withdrawal is exerted, RPI will regain ownership of the product, and shall also be entitled to obtain, further than the payment of the entire price of the Product, payment of a penalty equal to 30% of the entire price of the Product as set out in the acknowledgement. This penalty will be received by RPI settlement on a full and final basis of any and all claims against the CLIENT.

Transportation costs hereby quoted are budgetary only. Considering the volatility about transport and logistic costs, RPI reserves the right to modify the transport price before shipment. In case of price increase, RPI will charge and invoice the pure cost announced by the forwarder.

14. Warranty: RPI shall provide the Customer with a warranty covering any manufacturing defect, non-conformity or defects affecting the intrinsic properties of the product that are notified within the deadline referred to in clause 11. The warranty will run 12 months from commissioning, maximum of 18 months from delivery. After the personnel charged by RPI has ascertained the existence of defects and/or non-conformities affecting the product and determined they are objectively attribute to RPI, the Customer will be exclusively entitled to replacement, reparation or modification of the product indicated in the Contract, with the express exclusion of any other right, including the right of compensation, exercisable by the Customer. The replacement product or accessory will be covered by warranty according to the provisions of this article.

Faults or non-conformities or defects affecting intrinsic properties due to tampering, lack of maintenance, theft, or transportation of the product are excluded from the warranty referred to in this Article. In particular, although RPI can provide information concerning the technical characteristics of the product and the best way of using it, the Customer shall remain solely and exclusively responsible for the choice of the ordered Product and for its suitability to its needs; RPI shall in no way be responsible for damages, losses or additional costs due to unsuitable or improper use or non-compliance with technical requirements or to a failure to observe the safety standards and care guidelines when using the Product itself. Any modification to the Product carried out by the Customer or by third parties and not authorized by RPI will automatically exclude the possibility of any dispute, claim or request for compensation or restoration for any damage that is directly or indirectly caused by such a modification. Any form of warranty will be forfeited if the Customer fails to comply with its duties in particular those described in the present Conditions.

15. Limitation of Liability: Notwithstanding anything to the contrary contained in these Conditions, the order or otherwise, there shall be no liability for RPI towards the Customer for loss of production, loss of profit, loss of use, loss of contracts or any other consequential or indirect loss whatsoever. Notwithstanding anything to the contrary contained in these Conditions, the order otherwise the Supplier’s total liability in respect of any and all claims for damages or losses which may arise in connection with his performance or non-performance under the contract shall in no event exceed 100% of the contract price of the product for which the claim was generated.

16. Product return: The products that for any reason shall be returned to RPI (warranties, repairs, reject, etc.) will have to be shipped only upon specific authorization of RPI. The products returned to RPI shall be appropriately packed and the references of the return shall be clearly identifiable on the package itself. In any case, the product return shall be considered at the own risk of the Customer, as well as to its account.

17. Development Commissions: In the case of an order whose execution requires a special development, the Customer will not in inventions for the items that have been developed and/or for the equipment or machinery used to produce such items, even if the Customer has partly contributed to the development and/or production expenses.

18. Documentation: Any documentation and information (Including technical and /or commercial information) placed at the disposal of the Customer by RPI remain the exclusive property of RPI and may only be used by the Customer for the purpose of executing the Contract. The Customer and TMC shall ensure that any technical, commercial and project-related information they acquire during execution of the Contract remain strictly reserved and confidential.

19. Privacy and Administrative Responsibility of Entities: RPI and the Customer declare that they have been mutually apprised of their informative duties pursuant, even using automated means, for the purpose of executing any Contract governed by the present Conditions and any requirements related to said data.

ROGELIO T. RUBICA JR. REE

CEO/PRESIDENT

CONFORME:

SIGNATURE OVER PRINTED NAME AND DATE

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Office Hours

Mon 08:00 am – 05:00 pm
Tue 08:00 am – 05:00 pm
Wed 08:00 am – 05:00 pm
Thu 08:00 am – 05:00 pm
Fri 08:00 am – 05:00 pm
Sat By Appointment
Sun By Appointment