PRODUCT SUPPLY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This PRODUCT SUPPLY AGREEMENT (this “Agreement”) is entered into and effective as of
____________________ (the “Effective Date”) by and between:

STARBLOOMS ENTERPRICES, a company registered under the law of the Republic of the
Philippines, with postal address at ________________________________________,
represented by its Business Development Manager, MR. REGHEN V. GARCERA hereinafter
referred to as the “FIRST PARTY”
-and-
P. LUNAR’S BAKERY, a registered business with DOST Certification engage in Enhanced
Nutribun production located at 2059 Maria Clara St. Coner Ibarra St., Sampaloc, Manila
represented by its ___________________ Mr/Mrs. ___________________, hereinafter
referred to as the “SECOND PARTY”

RECITALS
WHEREAS, the FIRST PARTY is the lone bidder on the Negotiated Procurement for the
Supply and Delivery of Enhanced Nutribun for the Implementation of SUPPLEMENTARY FEEDING
PROGRAM (SFP) of the DSWD-NCR which was held on October 4, 2023;
WHEREAS, the FIRST PARTY offers to interested capable and qualified bakeries to supply
the Enhanced Nutribun according to the specifications of the bidding document of the
abovementioned program;
WHEREAS, the SECOND PARTY desires to provide the abovesaid PRODUCTS to the FIRST
PARTY or a Designee, including, without limitation, Agent pursuant to the terms of this
Agreement;
NOW, THEREFORE, in consideration of the covenants, agreements and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties do hereby covenant, contract and agree as follows:

I. SUBJECT MATTER

The SECOND PARTY agrees to supply and deliver to the FIRST PARTY the total of Six
Hundred Eighty-Four Thousand Eight Hundred Seventy-Two (684,872) pieces of ENHANCED
NUTRIBUN (hereinafter referred to as “Nutribun"), subject to the terms and conditions set
forth herein and in accordance with the specifications herein below indicated:
 a. The Nutribun must be in accordance with the specification hereto attached as Annex “A"
and made an integral part hereof.
b. All Nutibun must passed on the Nutritional Standards set forth by DOST, Food and
Nutrition Research Institute.
c. All Nutribun must be delivered according to the number of pieces scheduled by DSWD-
NCR.
d. All Nutribun must be individually packed with date of production and expiration.

II. OBLIGATIONS AND UNDERTAKING

The Second shall fully and faithfully perform the following:
a. Submit sample which must conform to the sample product to the First party for
approval of reproduction.
b. Submit certification from DOST- Food and Nutrition Research Institute for evaluation
by the FIRST PARTY.
c. After receipt of the Purchase Order, deliver and supply the Enhance Nutribun will be
in accordance with DSWD-NCR Feeding Program Schedules (120 days)
d. Retain ownership and bear any loss or damage to the Enhance Nutribun, prior to the
acceptance of the Second Party.
e. Make the necessary replenishment to rejected Nutribun, if needed.
f. Shall not subcontract any of its obligations under this Contract.

III. REPRESENTATIONS AND WARRANTIES

The SECOND PARTY represents and warrants to the FIRST PARTY that:
a. It is a domestic corporation duly registered and existing under and by virtue of the
laws of the Republic of the Philippines.
b. It has full legal power, authority, and right to carry on its present business, the
capability to deliver all the Enhanced Nutribun subject matter of this Contract, and
the capacity to perform all its obligations and undertakings under this Contract.
c. The SECOND PARTY further warrants that its representative ___________________
has full legal power to sign, execute and deliver this Contract and that it will comply,
perform and observe the terms and conditions hereof.
d. All corporate and other actions necessary to validate or authorize the execution and
delivery of this Contract have been taken.
e. This Contract, when executed and delivered will be legal, valid and enforceable in
accordance with its terms.
f. To the knowledge of the SECOND PARTY, there are no pending or threatened action or
proceeding before any court or administrative agency of any jurisdiction, which may
materially or adversely affect the financial condition or operation of the SECOND
PARTY or the SECOND PARTY's ability to comply with the terms and conditions of this
Contract.
If the SECOND PARTY should thereafter learn of the existence or occurrence of the
same, the SECOND PARTY undertakes to report such fact to the FIRST PARTY within
five (5) days therefrom.
Failure to do so shall constitute a sufficient ground for the cancellation of this Contract
and the enforcement of remedies which the FIRST PARTY may exercise under this
Contract, pertinent laws, rules and regulations.
g. The Enhanced Nutribuns are freshly baked and passed to the strict food and nutritional
qualifications and in accordance with the specification stated on the attached Bid
Document.
The acceptance of the Nutribun by the FIRST PARTY shall not, at any given time, be
deemed a waiver of any of the causes of action which the FIRST PARTY may
subsequently exercise by reason of any defect mentioned in the immediately
preceding paragraph.

h. The obligation of the SECOND PARTY under this Contract, and other ancillary
documents which may be executed in connection herewith, shall constitute its direct,
absolute and unconditional obligation.
 IV. CONSIDERATION/CONTRACT PRICE

For and in consideration of the production and supply of Enhanced Nutribun, and the
compliance by the SECOND PARTY with any and all the terms and conditions specified
herein, the FIRST PARTY agrees to pay the SECOND PARTY the sum total of
_______________________________ PESOS (Php _____________________),
Philippine currency, inclusive of any and all taxes (including, but not limited to, the
applicable Value Added Tax), fees, duties and such other imposts or levies which may
be required by the government, both national and local.

V. PAYMENT SCHEDULE
The amount of consideration referred to in the immediately preceding Section shall be
paid by the FIRST PARTY to the SECOND PARTY within ________________working days
after delivery and written acceptance of the items by the FIRST PARTY.

VI. RELATION OF THE PARTIES

The SECOND PARTY shall have no authority, express or implied, to assume or create
any obligation or responsibility on behalf of or in the name of the FIRST PARTY or bind
the FIRST PARTY in any manner whatsoever. The SECOND PARTY's personnel,
representatives or staff shall not be construed as employees of the FIRST PARTY. The
SECOND PARTY is being engaged herein as an independent Second Party. Nothing
herein shall be construed as creating an employer/employee relationship between the
SECOND PARTY's employees, representatives or staffs and the FIRST PARTY.
VII. PERFORMANCE SECURITY

a. To guarantee the faithful performance of the obligations and services required under
this Contract, the SECOND PARTY shall, upon execution of this Contract, post in favor
of the FIRST PARTY a performance security in the form of CASH BOND in an amount
equivalent to 3 % of the Total Contract Price.
b. In the event that the performance security offered by the SECOND PARTY would be
deemed inadequate, unacceptable, or otherwise rendered unenforceable or invalid,
the FIRST PARTY shall have the right to require the SECOND PARTY, and the SECOND
PARTY shall have the obligation, to post another performance security in the form and
amount determined by the FIRST PARTY and allowed under existing laws and
regulations.
c. If the performance security falls below the minimum amount required at any time
during the term of this Contract, the SECOND PARTY shall post additional Performance
Security to bring it to the required level.
d. The performance security shall answer for any damage that the FIRST PARTY may suffer
by reason of the SECOND PARTY's default of any of its obligations and/or breach of the
terms and conditions of this Agreement and shall likewise guarantee payment for any
loss, damage or injury that may be caused by the SECOND PARTY to the FIRST PARTY,
its employees and guests. Any change made in this Contract shall in no way annul,
release or affect the liability of the SECOND PARTY and the performance security.
VIII. LIQUIDATED DAMAGES

a. In the event that the SECOND PARTY violates any of the terms and conditions of this
Contract, or neglects to perform in a timely manner any of the works, duties, functions,
responsibilities or obligations stipulated herein, inclusive of the duly granted time
extension, if any, or fails to carry out the tasks herein required in an acceptable manner for
any reason whatsoever, the SECOND PARTY shall be liable for damages for such failure and
shall pay the FIRST PARTY liquidated damages in an amount equivalent to one-tenth (1/10)
of one (l %) percent of the cost of the undelivered/unperformed goods/service for every
day of delay or breach, in addition to other remedies that the FIRST PARTY may exercise
under this Contract, pertinent laws, rules and regulations, until such services are finally
delivered and accepted by the FIRST PARTY. In the event that the total sum of liquidated
damages or the total cost to the FIRST PARTY of any such delay or inab ty by the Second
Party to deliver its obligations exceeds 10% of the contract price, the FIRST PARTY may
terminate this Contract upon giving the SECOND PARTY written notice at least five (5)
calendar days prior to the intended date of termination. The FIRST PARTY may also impose
other appropriate sanctions over and above the liquidated damages.
b. The FIRST PARTY need not prove that it has incurred actual damages to be entitled to
liquidated damages. Furthermore, the FIRST PARTY reserves the right to deduct any and all
of the liquidated damages from any money due or payments which may become due to the
SECOND PARTY under the terms of this Contract and/or from the securities/warranties
filed/submitted by the SECOND PARTY as the FIRST PARTY may deem convenient and
expeditious under the prevailing circumstances.

IX. RETENTION MONEY

a. To guarantee the performance by the SECOND PARTY of its obligations or liabilities,

contingent or otherwise, under the Contract, as well as to assure that all product defects
on the Enhanced Nutribun shall be corrected by the SECOND PARTY, a retention money
equivalent to at least one percent (1%j of every progress payment shall be
deducted/retained by the FIRST PARTY, or a special bank guarantee equivalent to at least
one percent (1%) of the total contract price shall be submitted by the SECOND PARTY to
the FIRST PARTY.
b. The retention money shall be released to the SECOND PARTY only after the FIRST
PARTY shall have issued a final certificate of full acceptance of the Enhanced Nutribun,
which certificate shall be issued only after the lapse of the warranty period provided
under this Contract: and provided, further, that the Enhanced Nutribun
supplied/delivered under this Contract are free from patent and latent defects and all
conditions imposed under this Contract have been fully met.
X. INDEMNITY

a. The SECOND PARTY assumes full and complete responsibility as well as assumes any
and all risks attendant or incidental to the production of the Enhanced Nutribun to
achieve the intended food and nutritional quality for consumption of beneficiaries.
The SECOND PARTY shall be directly, fully and solely liable to the FIRST PARTY for any
loss or damage that the FIRST PARTY may sustain, and for any claim made against the
FIRST PARTY by a third party arising out of the use of defective products. The loss or
damage may be in the form of, but shall not be limited to, loss of profits, revenue,
data, records or costs of substitute goods or services, property damage, personal
injury, interruption of business, loss of business information or for any special, direct,
indirect, incidental, economic, cover, punitive, special or consequential damages,
arising out of defective product as intended.
b. The SECOND PARTY agrees to fully compensate, indemnify and hold harmless the FIRST
PARTY and its officers, directors, employees, and agents for any loss, damage, cost,
expense, liability or claim suffered or incurred by, or made against the FIRST PARTY
arising out of the SECOND PARTY's, fraud, misrepresentation, negligence, omission or
willful misconduct or breach of its warranty as provided herein.

c. The indemnity required herein shall be in addition to the forfeiture of the Performance
Security.

XI. SUSPENSION OF PAYMENT/TERMINATION FOR DEFAULT

a. The FIRST PARTY shall have the right to suspend, in whole or in port, any payment due
to the SECOND PARTY under this Contract in the event there is delay, default, failure or
refusal on the part of the SECOND PARTY to perform its obligations under this Contract
in an acceptable manner. Further, the FIRST PARTY shall have the right to
procure/engage, upon such terms and manner as the FIRST PARTY shall deem
appropriate, the services of another Second Party to undertake the
unperformed/undelivered service(s) of the SECOND PARTY. Any and all expenses that
may be incurred in relation thereto shall be for the exclusive account of the SECOND
PARTY.
 b. In the event that such delay, default, failure or refusal continues for a period of more
than ten (10%) percent of the Contract price or time, whichever comes first, inclusive of
the duly granted time extension, if any, the FIRST PARTY shall have the right to terminate
this Contract upon giving the SECOND PARTY written notice at least five (5) calendar days
prior to the intended date of termination. In addition, the FIRST PARTY shall have the
right to procure/engage the services of another Second Party to complete the services
required of the SECOND PARTY under this Contract. Any and all expenses that the FIRST
PARTY may incur in connection thereto shall be for the sole account of the SECOND
PARTY, and shall accordingly be reimbursed to the FIRST PARTY within fifteen (l 5)
calendar days from written demand.
C. The SECOND PARTY hereby agrees that the remedies mentioned above shall be
understood to be without prejudice to other rights that the FIRST PARTY may exercise
under this Contract such as, but not limited to, the forfeiture of the SECOND PARTY's
Performance Security, as well as the availment by the FIRST PARTY of other remedies
under the applicable laws, rules and regulations.

XII. PRE-TERMINATION FOR UNLAWFUL ACTS

a. The FIRST PARTY may pre-terminate this Contract, after giving the SECOND PARTY written
notice at least five (5) calendar days prior to the intended date of termination, whenever
it is determined by the FIRST PARTY that the SECOND PARTY has engaged, before or during
the implementation of this Contract, in unlawful deeds and behaviors relative to Contract
acquisition and implementation. Unlawful acts shall include, but not necessarily limited to,
the following:
i. Corrupt, fraudulent, and coercive practices as defined under R.A. 9184 otherwise known
as the "Government Procurement Reform Act,“’
ii. Drawing up or using forged document:
iii. Any other act analogous to the foregoing.
 b. The SECOND PARTY hereby agrees that the termination referred to herein shall be
understood to be without prejudice to other rights and remedies available to the FIRST
PARTY under this Contract or the applicable laws.

XIII. OTHER GROUNDS FOR PRE-TERMINATION

The FIRST PARTY may pre-terminate this Contract, in whole or in part, at any time for
its convenience, after giving written notice to the SECOND PARTY at least five (5) calendar days
prior to the intended date of termination, if it has been determined by the FIRST PARTY that
the continuance of this Contract would be economically, financially or technically impractical
and/or unnecessary on the part of the FIRST PARTY such as, but not limited to, fortuitous
event(s), changes in law or the FIRST PARTY's or national government policies.

XIV. NON-WAIVER OF RIGHTS

The failure of the CLIEN7 to insist upon the strict performance of any of the terms and
conditions of this Contract shall not be deemed a relinquishment or waiver of any right or
remedy that the FIRST PARTY may have nor shall it be construed as a waiver of any subsequent
breach or default of the terms and conditions hereof, which in turn, shall continue to be in full
force and effect. No waiver by the FIRST PARTY of any of its rights under this Contract shall be
deemed to have been made unless expressed in writing and signed by the FIRST PARTY.

XV. MISCELLANEOUS PROVISIONS

a. Severability - If any one or more provisions of this Contract shall, for any reason, be held void
or unenforceable, the legality and enforceabilty of the remaining provisions contained herein
shall not in any way be affected or impaired, and shall remain in full force and effect.
b. Binding Effect/Assignment of Rights — This Contract shall be binding upon the SECOND PARTY,
its partners, successors-in-interest, its legal representatives and assigns. The foregoing
notwithstanding, the SECOND PARTY shall not in any way assign, or transfer its rights and
obligations under this Contract without the written approval of the FIRST PARTY.
c. Amendment - This Contract may be amended or modified only in writing upon mutual
agreement of the parties hereto.
d. Governing Law and Language - The rights and obligation of the parties hereto shall be governed
primarily, by the provisions of this Contract, and supplementarily by the provisions of R.A.
9184 otherwise known as the “Government Procurement Reform Act” and other applicable
law, rules and regulations.
e. This Contract has been executed in English language, which shall be the binding and controlling
language for all matters relating to the meaning and interpretation of this Contract. All
correspondences and other documents pertaining to this Contract exchanged by the parties
shall be written in English.
f. Documents Incorporated — The provisions of this Contract shall be read together with the
Terms of Reference and other related bid documents, which documents shall be considered
integral part of the provisions and requirements of this Contract.
g. Notices — Any notice, request or consent required or permitted to be given hereunder shall be
in writing and shall be personally delivered or transmitted by registered mail with postage
prepaid to the parties as follows:
h. Venue of Action - It is hereby agreed that any and all actions that shall arise from this Contract
shall be instituted and tried before the proper court (s) of the City of Makati only.
i. Attorney's Fees - In the event that either party is compelled to seek judicial relief to enforce the
provisions of this Contract, it shall be entitled to attorney's fees and liquidated damages
equivalent to ten percent (10%) and fifteen percent (15%), respectively, of the contract price
or the amount claimed in the judicial action, whichever is higher, aside from the costs of
litigation and other incidental expenses thereto.
j. Effectivity — This Contract shall take effect immediately upon its execution.

REGHEN V. GARCERA _____________________________

FIRST PARTY SECOND PARTY
DATE: DATE:

Sign in the presence of: