Highly Confidential

TRADING TERMS AGREEMENT

This trading terms documents including its attachments and amendments are hereinafter referred to as the "Trading Terms" , and ROSE PHARMACY, INC. is hereinafter referred to as "RPI".
Number :

Date :

Trading Term Period :

Start

0 1

2 0 0

End

Vendor Identity
Code

Name

OXFORD DISTRIBUTIONS INC.(MEDLINK PHARMA PHILS., INC.)

Address

Suite 1408 East Tower, Phil.Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig
City

Phone / Fax

584-6619 / 555-3333

Business Unit Code (Pharmacy/NonPharmacy)

PHARMACY

Merchandise Manager

DMALECHUGA

Outright

Consignment

Hereinafter referred to as "Vendor"

Bill To

Code :

4142

Name

OXFORD DISTRIBUTIONS INC.

Deduct To

Code :

4142

Name

OXFORD DISTRIBUTIONS INC.

Purchase Data Options :

1. Purchase Data By Vendor, All SKU ( Vendor Code )

Credit Term in Number of Days

3. Purchase Data By Vendor By SKU

Prompt Payment Discount

3 0 #

In Purchase Order (PO)

Trade Discount Off Vendor's List Price (%)

30%

Distribution Allowance (%)

N/A

Fixed Rebate (%)

2%

Non-returnable Damage Allowance (%) (Y or N)

Promotion Discount (%)

N/A

Intro Discount (%)

N/A

New Store Opening Support _per store (Php)

N/A

Store Re-launch Support _per store (Php)

N/A

Advertising Support (Php)

N/A

Merchandising Display (Php)

N/A

Yes.Will accept LOOSE,Near Expiry& Expired

RPI Invoice, Monthly or Event Based

10,000 + VAT

Product Listing per SKU (Php)

Product Admin per SKU i.e. Barcode/Description/Packaging Change (Php)

as per RPI rates

N/A

Data Management Fee (%)

2% difference

Service Level Penalty (Target Fulfillment=90%)

Cross-dock allowances (%)

N/A

Promotion Support (Php)

N/A

Admin Fee (Php)

N/A

Senior Citizen's Discount

YES

Annual
Volume Purchase Rebates
Condition
Last Year Purchase Target
Last Year Actual Purchase

2,385,949

This Year Purchase Target

3,100,000

1st Tier

100%

____%

2nd Tier

101% to 115%

____%

3rd Tier

Above 115%

____%

MISCELLANEOUS PROVISIONS:

1 Trading Terms is the terms of trade in connection to the supplying of products by Vendor to RPI including the promotion activities to be done by Vendor and RPI.
2 The definition of terms as mentioned above is defined in Trading Terms Definition as attached.
3 This Trading Terms is valid for one year period as stated in the Trading Period which is automatically renewed under same terms and conditions until renewed or revoked by RPI or until such time that it is
terminated, superseded or amended by written agreement signed by both the Vendor and RPI.
4 RPI can bill directly to the Vendor or to other party appointed by the Vendor as mentioned in the Bill To portion.
5 In the event the such payment made by another party as mentioned in the Bill To, then Vendor hereby declares that Vendor agrees and acknowledge all payments paid to RPI, and release RPI from any
claims related to such matter.
6 RPI has the right to deduct any payments arising out of this agreement from total bill that should be paid by RPI to Vendor or to other party appointed by Vendor as mentioned in the Deduct To portion.
7 In the event RPI makes deduction on Vendor's invoice, then Vendor hereby declares that Vendor agrees to all deduction done by RPI and releases RPI from any claims related to this matter.

8 Vendor will follow terms and conditions on the quality standards, delivery and receiving goods, and other regulations applicable to RPI.
9 All goods purchased are returnable unless Non-Returnable Damage Allowance is provided for in the Trading Terms. Return of damaged or expired products for an agreed sales period and its handling
process shall be agreed between the Vendor and RPI.
10 In the event of returns in the absence of Damaged Goods Allowance, RPI shall send the notification letter to Vendor to take back the products from the placed determined by RPI. If within fourteen (14) days
since the date stated in the letter Vendor still do not take back the products, then RPI has the right to take any action agains the products including to destroy, dispose and move the product to another
place and charge to the Vendor's account accordingly.
11 RPI and Vendor hereby agrees that all terms are valid and binding, and the party appointed by Vendor as is its representative is authorized on behalf of Vendor.
12 All terms and conditions of the Trading Terms, specifications, data (personal and non-personal) and information provided by RPI including those provided prior to signing of the Trading Terms in connection
with the transactions contemplated herein, and information about RPI and its business operations and strategy which the Vendor becomes aware of through its dealing with RPI (collectively "Information"), is
confidential to and property of RPI. The Vendor shall treat the Information with utmost confidence and not disclose Information to any third parties or to people within the Vendor business except on a needto-know basis or with the written consent of RPI. The Vendor expressly acknowledges and agrees that RPI reserves its absolute right to disclose the terms and conditions of the Trading Terms to any parties it
deems appropriate.
13 Both parties agree that the Trading Terms consists of the Trading Terms and the Supplier Undertaking, Warranty, and Indemnity Letter set out in Appendix 1 and supersedes and cancels all respects to all
previous agreements and undertakings, if any, between the parties with respect of the subject matter of the Trading Terms other than agreements in writing intended to vary the Trading Terms signed by both
parties. The parties shall review the scope and manner of implementation of the Trading Terms to ensure compliance with the relevant legislation, ordinances, regulation, acts, guidelines and/or codes of
practices (Laws) applicable to itself from time to time.
14 Trading Terms can be terminated before expiration by RPI or Vendor by three months prior written notice and shall not incur penalty.
15 Any disputes on execution of Trading Terms shall be settled amicably, however if it fails then such dispute shall be resolved exclusively in the proper courts of Cebu City, Philippines.

Rose Pharmacy, Inc.

Prepared By:

Approved By,

Name :
Position :

Name :
Position :

Dyanne Marie A. Lechuga

Sr. Category Manager

Authorized Vendor Representative

Laurie Cabaies
Merchandise Controller - Pharma

Signature
Name : ALEJO R. ZARZA / ERIC TALAID
/ DM VISAYAS
Position : VP-SALES