SALES AGREEMENT This Export Sales Agreement (the Agreement) is made this _________________________, between HMR PHILIPPINES, INC.

, represented by __________________ (the Supplier) a corporation duly organized and existing under the laws of the Philippines, with office at HMR Headquarters (formerly MAKRO) East Service Road, South Super Highway, Brgy Sucat, Muntinlupa City, Philippines 1700 and ______________________________, represented by ___________________(the buyer) a PNG based Company with registered office at__________________________________________. Whereas, the Supplier is offering various merchandise (goods) to the buyer and the buyer desires to purchase such goods more particularly in the quantities of the described ption and at prices as indicated in Annex A.Annex A hereof. the Supplier deals in all sort of merchandise (goods) and Buyer generally import/buys goods of the kind that the Supplier supplies. Whereas, the Buyer and the Supplier agree that their transaction shall be governed by this purchase agreement and the Sellers Order Acceptance Notice or other commercial document of similar import; NOW, THEREFORE, for and in consideration of the foregoing, the parties hereby agree as follows: 1. Term

This Agreement shall take effect as of the date of execution until one year from execution. 2. Orders

Buyer may order goods by sending to Supplier a written purchase order or other document of similar import. A contract of sales is only perfected upon confirmation of said order by the Supplier through Order Acceptance Notice. This purchase sales agreement and Order Acceptance Notice are collectively referred PSA. 3. Price

The price for the goods shall be based on Suppliers current price. Supplier shall communicate to the Buyer prices for its goods from time to time. Supplier shall confirm availability of the goods and its prices at its Order Acceptance Notice.
4. SHIPMENT, TITLE, RISK OF LOSS

Supplier will provide an estimated shipment date in the Order Acceptance Notice. Buyer is responsible for all freight, duty and charges for all Goods acquired by Buyer under this PSA from Supplier's shipping location. Title and risk of loss for Goods pass to Buyer upon tender to the carrier for shipment. 5. Payment

Unless otherwise provided, all payments are to be made within five (5) days from receipt of the Order Acceptance Notice and prior to the scheduled delivery. If payment is not made when due, interest at 3 % per month will be charged thereon. The Buyer may not cancel or modify any order once order it is placed, without the prior written consent of the Supplier.
6.

Representations and Warranties

The goods are sold as is, where is, and with all faults and except for the warranty of title, the Supplier disclaims any and all other warranties including warranty of merchantability and fitness for a particular purpose. 7. Shipment Period Shipment period shall be within one (1) month from Buyers receipt of Suppliers Order Acceptance Notice. Supplier may ship at any time it chooses within the Shipment Period. Any request by Buyer for shipment by specific vessel or for change or deviation from the specific routing selected by Supplier shall be subject to Suppliers approval. Any differential in freight, insurance or other costs occasioned by any such request, change or deviation shall be for Buyers account and expense. 8. Taxes
Buyer is responsible for all taxes related to the Goods and services except for taxes based on HMR's income. 9. TERMINATION Either party may terminate this agreement upon thirty (30) days written notice. Termination of this agreement shall not affect Buyers purchase order as previously confirmed by the Supplier and to such extent this purchase agreement shall remain effective for the benefit of both Supplier and Buyer.
10. Miscellaneous

a. These terms and conditions shall be binding upon and inure to the benefit of the respective successors and assigns of Buyer and Supplier. Neither Buyer nor Supplier may assign its respective rights and obligations with respect to this

agreement or any sale governed by these terms and conditions without the prior written consent of the other party. b. Buyer agrees to comply with all applicable local and international laws pertaining to receipt, storage, transportation and handling or sale of the goods. c. The terms and conditions are severable, and the holding of any provision hereof void or unenforceable shall not affect the validity or enforceability of any other provision. d. The Agreement shall constitute the entire agreement between Buyer and Seller. No modification or waiver of these terms and conditions shall be binding upon Supplier unless approved in writing by its authorized representative. Any term or condition in any order, or other document furnished by Buyer which is in any way inconsistent with or in addition to the terms and conditions hereof is hereby expressly rejected, and Sellers acceptance of any offer or order of Buyer is hereby expressly made in reliance on Buyers assent to all of these terms and conditions. e. Supplier shall not be liable for delays in delivery resulting from force majeure or any other cause not attributable to the its fault or negligence of either party. Such causes and circumstances shall include, but not be limited to: fires; floods; strikes; riots; sabotage; explosion; adverse weather conditions; unavoidable casualties; acts of God or of the public enemy. f. This agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

g.

This agreement may be executed by the Supplier and

Buyer in counterparts with the same effect as if the Supplier and Supplier had signed on the same instrument.

IN WITNESS WHEREOF, the parties have hereunto signed this Sales Agreement on_____________ at ___________________.

HMR PHILIPPINES, INC.

___________________________

By: ________________________ Designation

By: _______________________ Designation

Signed in the Presence of:

____________________

______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES ) ) S.S.

BEFORE ME, a Notary Public, in and for the ______________, Philippines, on this ___ day of __________, at ______________, personally appeared:

Name

Passport/Community Tax Certificate No.

Date/ Place Issued

who has satisfactory proven to me their identities through Identification Documents mentioned above, that they are same persons who executed and voluntarily signed foregoing Sales Agreement which they acknowledged to as their free and voluntary act and deed and that of corporations they each represents.

the the the me the

IN WITNESS WHEREOF I have hereunto set my hand and affixed my notarial seal on the date and place first above written.

NOTARY PUBLIC

Doc. No. _____; Page No. _____; Book No. _____; Series of 2012.