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LAUNDRY SERVICE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Laundry Service Agreement (“Agreement”) is made and entered into this _________
day of __________ 2020 by and between:

MEDTECS MATERIALS TECHNOLOGY CORPORATION, a corporation duly


organized and existing under and by virtue of the laws of the Republic of the
Philippines with business address at 9B Country Space Building, Dela Costa
St. Makati City represented herein by its Director, MS. ELVIRA E. CATAQUIS,
hereinafter referred to as “MEDTECS”;

-and-

FLOWERSCENT INDUSTRIAL LAUNDRY SERVICES, INC., a corporation duly


organized and existing under and by virtue of the laws of the Republic of the
Philippines with principal address at 2231-A Pres. Quirino Avenue,
Pandacan, Manila, Philippines represented by its PRESIDENT, MS.
FLORDELIZA VASQUEZ, hereinafter referred to as “LAUNDRY”;

WITNESSETH: That

WHEREAS, MEDTECS is a provider of Integrated Hospital Linen Service (“3L Service”)


consisting of Linen Leasing, Linen Laundry and Linen Management to hospitals and other
Specialized Institutions;

WHEREAS, MEDTECS requires the availability and continuous supply of linens, hospital
apparels by a competent and qualified laundry provider for 3L Service;

WHEREAS, LAUNDRY is a provider of professional laundry services for hospitals and other
specialized institutions;

WHEREAS, LAUNDRY offered to provide laundry services to MEDTECS, which offer was
accepted by MEDTECS, subject to the terms and conditions herein set forth.

NOW THEREFORE, for and in consideration of the foregoing premises, covenants and
stipulations herein contained, the Parties agree to the following terms and conditions:

1. TERM OF THE AGREEMENT. The term of this Agreement shall be valid for a period
of one (1) year (the “Term”) from the time of execution of this Agreement,
automatically renewable for successive one (1) year periods unless either Party gives
a written notice to the other of its intention not to renew the Agreement at least
thirty (30) days prior to expiration of the current term.

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2. OBLIGATIONS OF THE LAUNDRY.

A. SCOPE OF WORK

1. The LAUNDRY undertakes to handle part of laundry needs of the following


hospitals:
(a) DELOS SANTOS MEDICAL CENTER
(b) ST. JUDE HOSPITAL
(c) FATIMA UNIVERSITY HOSPITAL VALENZUELA
(d) NAVOTAS CITY HOSPITAL
(e) RPHS- BINANGONAN HOSPITAL
(f) RPHS- MORONG HOSPITAL
(g) RPHS- MONTALBAN HOSPITAL
(h) RPHS- ANGONO HOSPITAL
(i) VALENZUELA MEDICAL CENTER
(j) FATIMA ANTIPOLO
(k) ANTIPOLO SYSTEM ANNEX 1
(l) ANTIPOLO SYSTEM ANNEX 2
(m) ANTIPOLO SYSTEM ANNEX 3 CABADING
(n) ANTIPOLO SYSTEM ANNEX 4
(o) PASIG DOCTORS MEDICAL CENTER
(p) PROVIDENCE HOSPITAL
(q) THE MEDICAL CITY – SOUTH LUZON
(r) CALAMBA MEDICAL CENTER
(s) PERPETUAL HELP - BIŇAN

B. PICK UP AND DELIVERY

1. That LAUNDRY will collect all soiled items from the above-enumerated
hospitals and other specific institutions designated from time to time by
MEDTECS. Daily pick-up and delivery of soiled and laundered items will
strictly be from Monday to Sunday, including Holidays except on New Year’s
Day, Good Friday and Christmas Day.

PARTICULAR SCHEDULE

PICK- UP AND DELIVERY OF LINENS MONDAY TO SUNDAY

DECEMBER 25 NO PICK UP AND DELIVERY


JANUARY 1
GOOD FRIDAY

Please see Annex A for the Pick-up and Delivery Form.

2. If LAUNDRY fails to deliver and pick up soiled linen within two (2) executive
days, MEDTECS will deduct 1% on LAUNDRY’s Billing Statement or
Statement of Account for the covered period. Successive repetitions of delay

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for a period of more than two (2) months shall be ground for cancellation of
the Agreement.

C. QUALITY STANDARDS

1. The level of standard performed by LAUNDRY shall be in accordance with


the specific instructions of the hospital within a level reasonably satisfactory
to MEDTECS as described on Laundry Standard Operating Procedure Manual
(Please see Annex A). If LAUNDRY fails to conform to the standards set by
the specific instruction or that of MEDTECS, MEDTECS shall notify LAUNDRY
in writing of such failure to comply to set standards.

2. Upon MEDTECS’ receipt of the said notice regarding LAUNDRY’s failure to


meet the level of standard, LAUNDRY shall have three (3) days to correct
such failure at its own cost. In the event that at the end of such period, the
LAUNDRY fails to correct such failure to the satisfaction of MEDTECS, the
latter shall have a right to demand damages equal to the damages suffered
by the latter.

3. Satisfactory Level of Standard washing includes good odor, correct folding as


required and instructed by MEDTECS, no stain wash, no damage or tear in
the linen during washing, no scattered or faded color in the linen after
washing and re-wash limited to 5% per item of quantity pick up. Quantity in
excess of the specified 5% will be charged on their current billing base on
linen cost over the 80 washes linen life.

4. MEDTECS may terminate this Agreement, through written notice sent to


LAUNDRY, if at its own discretion LAUNDRY fails to meet its standards,
expectations, and/or requirements.

3. OBLIGATIONS OF MEDTECS. MEDTECS obligates itself and undertakes to perform


the following obligations:

a. To provide LAUNDRY the standard delivery and pick up point at designated


specialized institutions.

b. To ensure proper documentation and tagging of “contaminated/infectious”


linens.

c. To promptly pay within 30 days upon receipt of the billings from LAUNDRY
for the fees related to the services rendered. In case of MEDTECS’ failure to
pay within the period provided, LAUNDRY has the right to enforce payment
of the LAUNDRY services fee and to impose penalty at rate of three percent
(3%) per month computed from the time of delay.

d. It is expressly understood that ownership of any and all hospital linens and
apparels supplied hereunder shall remain with MEDTECS.

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4. LABOR. The services shall be provided by LAUNDRY through its employees assigned
to collect soiled linen and deliver clean linens to the hospitals designated by
MEDTECS. All related employee or labor claims shall be for the account of the
LAUNDRY. In this regard, nothing herein shall be construed to create an employer
employee relationship between the employees of MEDTECS and LAUNDRY and vice-
versa.

5. RELATION OF THE PARTIES. Nothing in this Agreement shall be deemed to


constitute a partnership, joint venture, agency relationship or otherwise between
the parties. All employees, personnel of and/or other persons engaged by
LAUNDRY to perform the services under this Agreement shall not, under any
circumstances, be deemed to be employees, personnel of, or be considered
individually engaged by MEDTECS, and vice versa.

6. SERVICE FEES. For and in consideration of the services contemplated herein,


MEDTECS shall pay LAUNDRY the Service Fee as follows:

a. The Service Fee shall be per kilogram of the soiled linens; for this purpose,
the linen shall be weighed after the same has been washed and delivered by
LAUNDRY to MEDTECS. Such rate shall be inclusive of VAT but subject to
withholding tax, if applicable. See rate summary below;

HOSPITAL PROMPT OVERDUE


PAYMENT PAYMENT
DE LOS SANTOS MEDICAL CENTER 16.50 17.00

FATIMA UNIVERSITY HOSPITAL VALENZUELA 16.50 17.00

ST. JUDE HOSPITAL 16.50 17.00

NAVOTAS CITY HOSPITAL 16.50 17.00


RPHS- BINANGONAN HOSPITAL 18.50 19.00
RPHS- MORONG HOSPITAL 18.50 19.00
RPHS-MONTALBAN HOSPITAL 18.50 19.00
RPHS- ANGONO HOSPITAL 18.50 19.00
VALENZUELA MEDICAL CENTER 16.50 17.00
FATIMA ANTIPOLO HOSPITAL 18.50 19.00
ANTIPOLO SYSTEM ANNEX 1 18.50 19.00
ANTIPOLO SYSTEM ANNEX 2 18.50 19.00
ANTIPOLO SYSTEM ANNEX 3 18.50 19.00

NEW HOSPITAL RATE


PASIG DOCTORS MEDICAL CENTER 19.00
ANTIPOLO ANNEX 4 19.00

PROVIDENCE HOSPITAL 17.00

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CALAMBA MEDICAL CENTER 20.50


THE MEDICAL CITY 20.50
PERPETUAL HELP BIŇAN 20.50

For every prompt payment made by MEDTECS, we will get prompt payment
rebate from LAUNDRY.

b. For the linens delivered by LAUNDRY that did not meet the standards of
MEDTECS, the weight in kilogram of rewashed linens shall be deducted from
the clean linens delivered on the next day.

c. LAUNDRY will submit a statement of account to MEDTECS on every 16th and


30th day of the month.

d. The Service Fee shall be paid by MEDTECS within thirty (30) days from
receipt of Billing Statement to the order of LAUNDRY.

e. MEDTECS and LAUNDRY, through its authorized representative, will conduct


a physical count and a visual inspection of the soiled and laundered linens.
Thereafter, the soiled and laundered linens will be weighed on site. On the
total count, the MEDTECS will issue a pick-up and delivery receipt which will
specify whether the soiled or laundered items were received with any
damage and this shall be confirmed by the representative of LAUNDRY. After
confirmation of all soiled and laundered items, the count and weight of the
picked-up soiled and laundered items as determined by the parties’
representatives shall constitute the final and official count and weight.

7. LOSSES OR DAMAGES.

a. In case of loss or damage to the supplies or linen while the same is in the
custody and possession of LAUNDRY by reason of the willful act or gross
negligence of LAUNDRY, and/or its employees, or loss or damage on
account of robbery, pilferage, or vandalism by any person, other than the
employees of LAUNDRY, such loss or damage shall be charged to LAUNDRY
regardless of quantity, based on the prevailing book value of the supplies or
linen as determined by the parties.

b. A summary of shortages will be submitted to LAUNDRY by MEDTECS every


15th and 30th of the month, all unreturned linen within this period will be
automatically deducted from the billing of LAUNDRY for the period. In case
LAUNDRY is able to return the linens included in the summary of shortages,
MEDTECS shall return to LAUNDRY any amount deducted from its billings.

8. FORCE MAJEURE. Neither Party shall be responsible for failure to fulfill their
obligations under this Agreement due to causes beyond their control, such as, but
not limited to, natural disasters, governmental acts or omissions, labor strikes,

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provided, however, that these causes shall not excuse LAUNDRY and MEDTECS
from paying any accrued amounts due through any available lawful means
acceptable to MEDTECS.

9. REPRESENTATIONS AND WARRANTIES

The Parties represent, and warrants, the following:

a. The execution, delivery and performance of this Agreement have been duly
authorized by resolutions of both PARTIES.

b. All acts and things necessary to make this Agreement valid, enforceable and
binding have been or will be performed and done in accordance with the
applicable law.

c. The Parties have obtained all consents necessary to ensure that no other party
to any agreement or arrangement entered into by them or to which either of
them is a party becomes or shall become entitled to terminate or rescind such
agreement or arrangement as a consequence of them entering into this
Contract.

d. All acts, conditions and things required to be done, fulfilled and performed in
order (i) to enable it lawfully to enter into, and perform and comply with the
obligations expressed to be assumed by it in, this Contract, (ii) to ensure that the
obligations expressed to be assumed by it in this Contract are legal, valid,
binding and enforceable to the fullest extent permitted by the applicable law
and/or (iii) to make this Agreement admissible in evidence in its jurisdiction of
incorporation and/or in the Philippines have been or will be done, fulfilled and
performed.

e. At all times during the subsistence of this Agreement, the Parties shall obtain,
comply with the terms of, and do all that is necessary to maintain in full force
and effect, all governmental approvals required in or by the laws of its
jurisdiction of incorporation and/or the Philippines to enable it lawfully to enter
into and perform its obligations under this Agreement and/or to ensure the
legality, validity, enforceability or admissibility in evidence in its jurisdiction of
incorporation and/or the Philippines of this Agreement; and

f. MEDTECS may from time to time reasonably request, and permit officers and
designated representatives, upon prior notice to LAUNDRY, to visit and inspect
its laundry facility or any of the premises where any of the laundry activities are
done.

10. AMENDMENTS

a. No amendment, modification or waiver of, or supplement to, any provision of


this Agreement or any part or provision hereof, nor any consent to any
departure by any Party from the provisions of this Agreement or any part, shall
in any event be effective unless the same shall be in writing and signed by the
Parties and all other consents required under any applicable contract or

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agreement to which any Party is a party shall have been obtained. Any waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given.

b. During the term of this Agreement, LAUNDRY is not permitted to offer or enter
into any transaction to render services that are the same or similar to MEDTECS’
services, especially, Linen Leasing, Laundry and Linen Management (3L
Program).

11. ASSIGNMENT. This Agreement shall be binding upon and shall be enforceable
against the Parties and their respective successors and assigns, provided that
Parties cannot assign or transfer any or all of its rights and/or obligations
hereunder without the prior written consent of the other party.

12. ENTIRE AGREEMENT. This Agreement and the documents referred to herein, and
such other documents as may be executed by the Parties contemporaneously
herewith or subsequently pursuant hereto, constitute the entire agreement of the
parties with respect to the subject matter hereof and shall supersede any prior
expressions of intent or understanding with respect to this transaction.

13. SEVERABILITY OF PROVISIONS. If any one or more of the provisions contained in


this Agreement or any document executed in connection herewith shall be invalid,
illegal or unenforceable under any applicable law, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired.

14. GOVERNING LAW. This Agreement shall be governed in all respects, including
validity, construction, performance and effect, by the laws of the Philippines.

15. VENUE FOR SUIT. Each of the Parties irrevocably agrees that any legal action, suit
or proceeding arising out of or relating to this Contract or any part hereof may be
instituted exclusively at Makati City and by the execution and delivery of this
Contract, each of the Parties submits to and accepts with regard to any such action
or proceeding for itself and in respect of its properties or assets, generally and
unconditionally, the exclusive jurisdiction of such court. Each of the Parties hereby
waives any objection which it may now or hereafter have to the laying of the
venue of any such action, suit or proceeding, and further waives any claim that
any such suit, action or proceeding has been brought in an inconvenient forum.

16. CONFIDENTIAL. Neither Party will use, copy, adapt, alter or part with possession of
any information of the other which is disclosed or otherwise comes into its
possession under or in relation to this Agreement and which is of a confidential
nature. This obligation will not apply to information which the receipt can prove
was in its possession at the date it was received or obtained or which the recipient
obtains from some other person with good legal title to it or which is
independently developed by or for the recipient.

17. NOTICES. Any communication to be made by a party hereto to another party


hereto under or in connection with this Contract shall be made in writing and,
unless otherwise stated, may be made by fax or letter.

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IN WITNESS WHEREOF, the parties have set their hands and affixed their signatures this
_____________ in the City of _____________, Philippines.

FLOWERSCENT INDUSTRIAL MEDTECS MATERIALS


LAUNDRY SERVICES INC. TECHNOLOGY CORPORATION

By: By:

MS. FLORDELIZA VASQUEZ MS. ELVIRA E. CATAQUIS


President Director
Date: Date:

Witnessed by:

___________________________ ____________________________

LAUNDRY AGREEMENT
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ACKNOWLEDGMENT

Republic of the Philippines)


______________________) S.S.

BEFORE ME, a Notary Public for _________________________, this day of _____


____________________ 2020, personally appeared the following persons to wit:

Name SSS/Passport No. Date/Place of Issue

Known to me and to me known to the same persons who executed the foregoing instrument
and the acknowledged to me that the same is their free and voluntary act and deed and that
of the corporations represented herein.

This instrument refers to a Laundry Service Agreement consisting of ten (10) pages, including
the page on which this Acknowledgment is written and Annex A, and signed by the Parties
and their instrumental witnesses.

WITNESS MY HAND AND SEAL, I hereto have hereunto set my hand and seal on this
_______ day of _________________, 2020 at _______________________.

Doc. No.
Page No.
Book No.
Series of 2020.

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ANNEX A

LAUNDRY AGREEMENT