HAULING SERVICES AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and entered into by and between:

ARC REFRESHMENTS CORPORATION, a Corporation duly organized and existing

under Philippine laws, with office address at the No 84 3F Solmac Building, Dapitan corner
Banawe Streets, Quezon City, represented in this act by its Executive Vice-President and COO,
MR. GERARDO T. GARCIA hereinafter referred to as “COMPANY”.

- And -

ARCEGA-FRANCISCO TRUCKING SERVICES, a Corporation duly organized and

existing under and by virtue of the laws of the Republic of the Philippines with offices at Bagong
Barrio Pinaod San Ildefonso, Bulacan. Represented in this Act by Mrs. Romylet F. Arcega,
herein after referred to as the “HAULER"

W I T N E S S E T H: That

WHEREAS, the COMPANY is engaged in the manufacture, distribution and marketing of

softdrinks (hereinafter referred to as the “PRODUCTS”).

WHEREAS, the COMPANY is engaged in the packaging raw materials, chopping,

crushing and pelletizing of condemned shell crates/pallets (hereinafter referred to as the “BULK
MATERIALS”)

WHEREAS, the COMPANY is presently in need of capable and dependable carriers to

handle, haul and transport its finished PRODUCTS and BULK MATERIALS from its plant (or
designated warehouse) to customers’ plant or designated warehouses / supplier and toll packer’s
plant.

WHEREAS, HAULER represents that it is duly authorized to engage in the business of

overland transportation of cargoes in ANTIPOLO, KAYBIGA, CANLUBANG, CAVITE,
CABUYAO, PAMPANGA, ISABELA, PANGASINAN PLANTS and other points of destination in
the Philippines and further hereby represents and warrants that it possesses sufficient number of
transportation units and personnel, as well as the expertise and capability to meet the requirements
of COMPANY, and therefore, offers its services to COMPANY, which the latter accepts, under the
terms and conditions hereinafter stipulated;

NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual
covenants hereinafter stipulated, the parties hereto agree as follows:

1. NATURE OF CONTRACT

This is an agreement whereby the HAULER shall load and unload, pile, haul,
transport and deliver the PRODUCTS and BULK MATERIALS from COMPANY’s
plant or designated warehouses to the customers’ plant or designated warehouses
or supplier/toll packer’s plant.

2. INSTRUCTIONS

The HAULER shall not unload the PRODUCTS and BULK MATERIALS
except in the plant or designated warehouse of the Customer or as otherwise
instructed with proper authorization from COMPANY.

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3. SUBCONTRACTING

The HAULER is prohibited from subcontracting in whole or in part of the

obligations presentation of this Agreement. However, if this cannot be avoided
due to exigencies of COMPANY’s business, the HAULER shall by a written request
seek the written consent of the COMPANY. In this case, the HAULER and its
surety shall be principally and solidarity liable to COMPANY for compliance with
all the terms and conditions hereof, and to indemnify COMPANY for all losses or
damages with the COMPANY may suffer including loss or damage to the
PRODUCTS, by reason of the transport of the PRODUCTS by such subcontractor,
as if the HAULER itself is performing the obligations under the terms and
conditions of this Agreement. Under this premise, the subcontractor shall have no
recourse against COMPANY for any reason whatsoever, but only against the
HAULER, who alone has the private of contract with COMPANY.

4. VEHICLES

During the term and existence of this Agreement as hereinafter set forth,
the HAULER shall furnish a sufficient number of vehicles at all-time specifically
described in Annex “B” satisfactorily and promptly to haul, transport and deliver
without delay all PRODUCTS in the AREAS. It is also understood that the
HAULER shall make all deliveries in a manner satisfactory to COMPANY. It is
further expressly understood and agreed that the right given to the HAULER of
transporting and delivering the PRODUCTS of COMPANY to the designated place
is not a sole and exclusive one. COMPANY retains the right to haul, transport or
deliver its PRODUCTS to the designated places in its own trucks or truck of third
parties.

HAULER shall always maintain the roadworthiness and presentable

physical appearance of the vehicles and its employees in compliance with
COMPANY standards. HAULER shall provide tarpaulin to protect and maintain the
quality of the PRODUCT.

5. SCHEDULE OF SHIPMENTS AND SERVICES

The HAULER shall dispatch its vehicles or hauling units in accordance

with the Schedule of Shipments, which COMPANY shall prepare.

6. COMPENSATION

COMPANY shall pay HAULER as full remuneration for the hauling,

transporting, and delivering of the PRODUCTS, at the rates provided for in Annex
“A”, which is hereto attached and forms an integral part of this Agreement. In the
event, however, of any increase or decrease in fuel and oil prices, the parties agree
to increase or decrease the rates herein, subject to mutual written agreement of
the parties. COMPANY shall pay the HAULER within thirty (30) days from receipt
of the billing or notice of collection, duly validated and verified by COMPANY’s
authorized representative.

The HAULER expressly acknowledges that the hauling rates herein

stipulated are fixed and VAT inclusive, taking into account the HAULER’S
unconditional acceptance of its liability to the COMPANY for any loss or damage
which may be suffered by the PRODUCTS while in its custody, regardless of
whether such loss or damage was due to fortuitous events or force majeure.
All payments to the HAULER is inclusive of twelve percent (12%) Value
Added Tax (VAT) based on its gross billings. The HAULER shall pay taxes, fees,
dues, and other impositions that shall become due as a result of this Contract.
All payments to the HAULER shall be subject to two percent (2%)
withholding tax, which the COMPANY shall withhold from periodic amounts due to
the HAULER and remit to the proper government office, furnishing a receipt of
such payment to the HAULER.

7. EXPENSES

All expenses incident to pick-up from COMPANY’s plant or warehouse

up to delivery to customer’s plant or designated warehouse, distributor or sales
office in the AREAS, including obligations pertaining to loading, handling and
trucking, as well as any liabilities to third parties, property damage, supplies, parts,
repair and maintenance of said trucks, and all expenses of whatever nature
incident to the transportation of the PRODUCTS, are for the sole account of the
HAULER.

8. LOSSES AND DAMAGES

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 The HAULER shall be responsible for, and shall pay to COMPANY any
and all breakages, losses or damages caused to the PRODUCTS while in the
former’s custody under the terms of this Agreement irrespective of whether or not
such losses or damages are caused by force majeure or by third parties, or by
employees of HAULER. Losses of PRODUCTS due to robbery or high jacking of
the truck or PRODUCTS shall be for the sole account of the HAULER.

9. PENALTY

It is expressly understood that time is of the essence of this Agreement,

so that any unreasonable delay in the transporting and delivery of the PRODUCTS
may result in injury or damage to COMPANY. In such an eventuality, HAULER
shall indemnify COMPANY for liquidated damages in the equivalent sum of five
percent (5%) of the trucking rate per delivery for each day of delay in the execution
of the aforesaid hauling, unless the delay may be the result of force majeure. Such
amount of liquidated damages may be deducted by COMPANY from any amount
due or shall become due to the HAULER. This is without prejudice to the right of
the COMPANY to cancel the agreement, and further collect the equivalent sum of
twenty-five percent (25%) of the total contract price as damages, and other such
expenses chargeable to the HAULER.

10. COMPREHENSIVE INSURANCE and INLAND-MARINE INSURANCE

The HAULER shall obtain at its own expense a Comprehensive Insurance

per Truck and Inland-Marine Insurance agreement, listed in Annex C (to be
obtained from COMPANY’s accredited insurance companies), to cover for the
losses, damages, or liability may arise from the handling and delivery of
COMPANY’s products or for any liability or claims that may arise by reason of this
agreement as defined in the insurance coverage. The covering insurance policy
shall be kept by COMPANY to ensure adequacy of the protection.

11. NO EMPLOYER-EMPLOYEE RELATIONSHIP

It is the essence of this Agreement that the HAULER is an independent

contractor and shall solely be responsible for all the acts, omissions and
negligence of its drivers, helpers and employees and shall likewise be solely liable
for the payment of their wages and all kinds of compensation, cost of living
allowance, SSS contributions, Pag-ibig fund contributions, and all other benefits
under the pertinent laws of the Philippines. In addition, the HAULER shall submit
to COMPANY, within the first ten (10) days of every month, a statement made,
signed and sworn to before an officer authorized by law to administer oaths to the
effect that the HAULER has paid in full all the wages and other claims of its workers
and employees in accordance with the Minimum Wage Law as amended and
overtime pay for the period preceding the date of such personnel and workers with
the Social Security System and other appropriate governmental agencies for
purposes of the requirement of the Labor Code and other regulations, laws,
decrees, rules and regulations, and instruction.

Nothing in this agreement shall be construed as creating an employment

relation between COMPANY and the employees of the HAULER. As an
independent contractor, HAULER is subject to the control or direction of
COMPANY as to the result to be accomplished by the services hereon specified,
and not as to the means and methods of accomplishing such result. HAULER
shall have exclusive and absolute discretion in the selection, engagement,
discharge and assignment of its personnel, employees or agents. The
determination of the number, qualifications and identities of HAULER’s employees,
and their wages, salaries and compensation shall be the sole and exclusive
prerogative of the HAULER.

In no matter shall COMPANY be liable to the employees of HAULER for

any claim whatsoever nature, whether it is for violation of the Labor Code or
damages arises out of or in connection with the performance of this Agreement,
the HAULER agreeing to hold COMPANY free and harmless there from.

12. COMPLIANCE WITH LAWS

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 All taxes, license, permits and/or fees which may be necessary, due or
required by the local and/or national government account of the performance and
completion of the work shall be secured by the HAULER and expenses incurred in
connection therewith shall be for its own account.

The HAULER shall at all-time stand solely liable and/or responsible for the
enforcement of, and compliance with all existing laws, rules and regulations and
binds itself to save and hold COMPANY free and harmless from any and all liability
in respect thereof and/or arising there from and/or by reason of this Agreement
and its implementation.

13. NON-WAIVER

It is also clearly understood that the failure of COMPANY to demand

compliance with any of the terms and conditions of this Agreement shall not be
considered as waiver on the part of COMPANY for the enforcement of this
Agreement nor shall it relieve the HAULER of any of its obligations provided herein.

14. WARRANTY

The HAULER further warrants that –

a. It is registered in the registry of contractors and subcontractors in the Regional

Officer of the Department of Labor and Employment (DOLE) and shall maintain
such registration during the effectivity of this Agreement.

b. It will submit a copy of this Agreement to the Regional Office of the DOLE.

c. It will have its Certificate of Registration, license or business permits updated

and remain valid during the effectivity of this Agreement.

d. The personnel that it will assign to undertake the activities herein provided are
its regular employees who are: (I) all registered with the SSS/ECC whose
premium contributions are being paid regularly (II) all registered with the BIR
and whose withholding taxes are being remitted regularly with the BIR.

15. TRUE AGREEMENT

It is understood that this Agreement constitutes the true and valid contract
between the parties. This Agreement supersedes any other Agreement between
the parties whether written or oral previously entered into by the parties. Should
there be conflicts between the provisions of this Agreement and the previous
agreement/s, the provision of this Agreement shall prevail.

16. DEALERSHIP

No “Hauler” shall allow being a dealer in the duration of this contract. In

the event that the Hauler entered into a dealership this contract will automatically
terminated.

17. TERM

This Agreement shall have a term of Twelve (12) months commencing on

April 1, 2017 until March 31, 2018

18. EFFECTIVITY

This Agreement shall remain in full force and effect until expiration hereof,
unless earlier terminated as herein provided.

19. TERMINATION

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 Notwithstanding any provision of this Agreement, either party may
immediately terminate and/or cancel this Agreement by giving written notice to the
other party in case of breach by other party of any provision of this Agreement.
This Agreement may likewise be terminated at the option of either party for any
reason whatsoever by giving the other party a written notice of termination at least
thirty (30) days prior to the intended termination date.

20. VENUE IN CASE OF SUIT AND ATTORNEY’S FEES

The parties agree that all judicial action in connection with or arising from
this Agreement shall be litigated only in the proper courts of Quezon City to the
exclusion of all other courts and the amount equivalent to twenty-five percent
(25%) of the amount claimed by the prevailing party shall be due as attorney’s
fees.

IN WITNESS WHEREOF, the parties hereby affixed their signatures this ______ day of
_______, ______ at Banawe, Quezon City.

ARC Refreshments Corporation ARCEGA-FRANSICO TRUCKING SERVICES

By: GERARDO T. GARCIA By: Romylet F. Arcega

Executive Vice-President/COO Owner

SIGNED IN THE PRESENCE OF

RINALDI C. AVES
VP – Tech. Services

REPUBLIC OF THE PHILIPPINES

BEFORE ME, a Notary Public, for and in ______________________ , Philippines, this

__________ day of ______________________ 20___ personally appeared:

NAME COMM. TAX CERT. NO. DATE/PLACE ISSUED

Gerardo T. Garcia

Romylet F. Arcega

Known to me and to me known to be the same persons who executed the foregoing Agreement
and they acknowledged to me that the same is their free and voluntary act and deed, as well as
the corporation they represent.

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

Doc. No. ________

Page No. _______
Book No. _______
Series of 20_____

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ANNEX A – See Attached Hauling Rates

ANNEX “B” – “LIST OF UNITS”

Make Plate # Hauler Type Pallet Capacity

Isuzu RAX 652 AFTS Wing Van 20

Fuso CXL 491 AFTS Cargo Truck 20

ANNEX “C” - INSURANCE COVERAGE

Comprehensive Insurance – would cover legal liability for third party bodily injury and/or
third party property damage arising from the negligence of the insured in
connection with the operations in progress in its own or other premises.

Inland- Marine Insurance – would cover legal liability for the damage of cargo in
connection with the operation of the insured vehicle. The Company is the
beneficiary.

LINE OF INSURANCE ANNUAL COST PER

CONTRACTOR PER TRUCK

Comprehensive Insurance

Inland-Marine Insurance

* Rates to be determined by insurance

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