CONSIGNMENT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Consignment Agreement executed this ____ day of ______________, 2023 in

_____________ Philippines, by and between:

_______________________________ a private corporation existing under the

laws of the Republic of the Philippines, with office and postal address at
(ADDRESS)_______________________________, represented herein by its
(DESIGNATION),(NAME), hereinafter referred to as the “CONSIGNOR”;

- and –
_________________________________ a private corporation existing under the
laws of the Republic of the Philippines, with office and postal address at
(ADDRESS)_______________________________, represented herein by
_________________________ , hereinafter referred to as “CONSIGNEE”.
The Consignor and Consignee shall be collectively referred to “as the Party”.

WITNESSETH;

WHEREAS, in view of the high procurement cost of drugs and medicines, access to the
same by the patients and other common people has been limited;

WHEREAS, the CONSIGNOR is a distributor of the products listed in Annex “A”, and
desires to offer its products at reasonable cost through forward-stocking or consignment:

WHEREAS, the CONSIGNEE after a series of negotiation and evaluation in compliance

to pertinent laws, rules and regulations, has accepted the proposal;

NOW, THEREFORE, for and in consideration of the foregoing premises and the terms
and conditions hereunder enumerated, the parties hereby agree that:

A. CONSIGNMENT OF PRODUCTS

A.1 The CONSIGNOR shall deliver on consignment to the CONSIGNEE the pharmaceutical
products listed in Annex A which is attached and incorporated herein by reference as
“Products”, within the period stipulated in this Agreement, to be sold or disposed of for
such price, in such quantity and under such other terms and conditions stipulated
hereunder.

B. DELIVERY AND QUANTITY

B.1. Unless the CONSIGNEE specifies otherwise in writing, the CONSIGNOR shall deliver the
Products at the above-mentioned address of the CONSIGNEE.

B.2. During the lifetime of this Agreement or at any renewal hereof, CONSIGNOR shall deliver
to the CONSIGNEE the Products on consignment basis whose initial quantity, otherwise
referred to herein as “beginning inventory”, shall be determined by mutual agreement in
writing. At any given time, said inventory may be increased or decreased upon mutual
written agreement.

C. TITLE TO THE PRODUCTS

C.1. The CONSIGNOR shall, at all times, retain title to all the Products delivered under this
Agreement, and, prior to the sale, use or consumption of said Products by the
 CONSIGNEE, the same shall remain subject to the direction and control of the
CONSIGNOR.

D. CONTROL AND INSPECTION

D.1. Deliveries of Products to the CONSIGNEE shall be documented by corresponding stock

delivery receipts (DR) duly signed by any one of the CONSIGNOR’s authorized
signatories and countersigned by any one of the CONSIGNEE’s authorized representatives
to evidence delivery and receipt of the consigned Products. The DR must be supported with
a Certificate of Analysis coming from the Quality Control Department of the manufacturer
reflecting therein the same batch/lot numbers covered in the DR. The same batch/lot
number must appear on the invoices for billing purposes.

D.2. Upon arrival of the products at the place of delivery, the CONSIGNEE or shall have the
right to examine and inspect said products to determine whether the same conform to the
specifications before accepting delivery.

D.3. No items shall be delivered with expiration dates less than twelve (12) months from the
date of delivery. Any consigned items with an expiration date less than that prescribed
herein shall be immediately returned to the Consignor for replacement. A Return Invoice
(Invoice Receipt of Property) shall be issued to this effect stating therein the specific
description and quantity of the items and the reason for their return.

D.4. Consigned goods may be subjected to random sampling and testing by the Food and Drugs
Administration (FDA), through an authorized DOH representative or FDA Inspector,
during deliveries and the corresponding items retained and tested by the FDA shall be
promptly replaced by the Consignor without cost to the Government.

D.5. All unwithdrawn stocks at the main storeroom shall remain the property of the
CONSIGNOR. Insurance coverage against risk of losses and damages due to force majeure
shall be the sole responsibility of CONSIGNOR. However, CONSIGNEE is accountable
for losses due to theft, pilferage, negligence, and mishandling of the consigned stocks.

D.6. CONSIGNEE shall be fully responsible for the storage, safety, and security of the products
delivered to it by CONSIGNOR pursuant to this Agreement. As such, the CONSIGNEE
shall provide a separate space or area for storage of the consigned products and designate a
staff who shall be in-charge of the safety, security and inventory of the products.
CONSIGNEE shall follow the First-In, First-Out (FIFO) System of Inventory management.

Any and all losses, spoilage and damage resulting from improper storage, poor safekeeping
and security, and/or deviation from the prescribed system of inventory management
without the fault or negligence of the CONSIGNOR shall be for the account of the
CONSIGNEE.

D.7. CONSIGNEE shall keep such stock cards and records which shall show clearly the
Products received, stored, sold, used or consumed by it. Such stock cards or records shall
be made available to the CONSIGNOR for review and examination during reasonable
business hours.

D.8. The parties hereto shall agree on a mutually convenient date, which in any event should at
least be once a month during the lifetime of this Agreement, whereby CONSIGNOR shall
allow its duly authorized representative to inspect the inventory of Products maintained
with the CONSIGNEE and determine the remaining level thereof. A Count Sheet shall be
prepared after each inspection duly signed by the representatives of both parties, indicating
therein the remaining level of inventory.

D.9. The CONSIGNEE shall prepare a monthly Sales Report (SR) indicating the total stocks
withdrawal/sold for invoicing and replenishment of the Consignor. The SR for a
corresponding month shall be received by the CONSIGNOR’s Authorized Representative
within ten (10) days after each month and based on the SR, on the basis of such Sales
 Report, CONSIGNOR shall there upon prepare and transmit to the CONSIGNEE a Sales
Invoice, which shall be the basis of payments by the CONSIGNEE.

D.10. The CONSIGNOR reserves the right to refuse further delivery of Products if payments that
are already due and payable under this Agreement remains unpaid.

D.11. The CONSIGNOR shall remove from the hospital the consigned medicines three (3)
months before expiration. Non-movement of stocks for three (3) months or earlier may
result to termination of the agreement or breach of any term or condition.

E. PRICES OF PRODUCTS AND TIME OF PAYMENT

E.1. Subject to such discounts or rebates which the CONSIGNOR may grant from time to time,
CONSIGNEE shall pay for the Products delivered to it at CONSIGNOR’s prevailing price
list as reflected in Annex A hereof.

E.2. The CONSIGNOR guarantees that the acquisition cost of the CONSIGNEE on the items
listed in Annex “A” is based on the latest edition of the Drug Price Reference Index
(DPRI).

E.3. Payment shall be made not later than thirty (30) working days from receipt by the
CONSIGNEE of the Sales Invoice mentioned in Section D, paragraph D.9, without the
need of prior demand.

1. Any price increase during the effectivity of the AGREEMENT shall take effect thirty
(30) working days after written notice. In such event, the Consignee has the option to
buy the unwithdrawn stocks at the current prevailing price(s). The decision to buy the
unwithdrawn stocks shall be communicated to the Consignor within fifteen (15)
working days from receipt of advice of new prices.

F. WARRANTY

F.1. CONSIGNOR warrants and guarantees that no products covered by this Agreement are
adulterated or misbranded within the meaning of the Food and Drug Administration Act of
2009, R.A. No. 9711, and / or the Comprehensive Dangerous Drug Act of 2002, R.A. No.
9165.

F.2. CONSIGNOR further warrants that all products or articles covered under this
AGREEMENT are free from lien or encumbrances from third parties.

G. DURATION OF AGREEMENT

G.1. This Agreement shall remain in full force and effect for a period of six (6) months
commencing on ______________, renewable upon mutual agreement of both parties, in
writing.

G.2. Either party may, at any time, terminate this Agreement, for any reason whatsoever, upon
at least thirty (30) working days written notice to the other party.

H. CONSEQUENCES OF TERMINATION

H.1. Upon termination of this Agreement for any reason whatsoever, COSIGNOR’s authorized
representative shall perform a final inventory count, and all unsold products shall be
documented in the Count Sheet. CONSIGNEE shall extend its full cooperation to enable
CONSIGNOR to withdraw all unsold Products.

H.2. CONSIGNEE has the option to return or just purchase some or all of the unwithdrawn
stocks of products within thirty (30) working days from the date of termination of this
AGREEMENT.
 H.3. Neither party shall be liable to the other by reason of the expiration, pre-termination,
termination, or non-renewal of this Agreement for loss of prospective profits, or of
expenditures or obligations incurred in connection with the business or goodwill.

I. BRIBERY

I.1. The Parties undertake not to pay, promise to pay or offer to pay, any commission, success
fee, bribe, pay off or kickback related to the Agreement or enter into any agreement
pursuant to which any such commission, success fee, bribe, pay off or kickback may, or
will at any time, be paid.

I.2. Any breach by either Party of the provisions of this clause will be a material breach of this
Agreement and shall entitle either party to cancel this Agreement immediately on notice to
other Party.

I.3. The Consignor shall not offer the Consignee or any of its employees or agents as a variation
of the Agreement, or as an agreement collateral to it, any advantage other than a cash
discount against the price of the Products or training of the employees of the Consignee in
connection with the Products.

J. NOTICES

I.1. All notices required or permitted under this Agreement shall be in writing and personally
delivered or mailed, by registered mail, return receipt requested, and addressed as follows:

CONSIGNEE:

CONSIGNOR: (MAILING ADDRESS)

K. DOCUMENTS

J.1. The following documents submitted during the proposal shall form part of this Agreement:

a. Technical Specifications of the products;

b. Terms of reference; and
c. Other terms and conditions submitted during the proposal.

L. DISPUTE RESOLUTION AND VENUE OF ACTIONS

K.1. Any and all disputes arising out of or relating to this Agreement shall be subjected to good
faith negotiations between the Parties before implementation of the legal proceedings
pursuant to the provisions of the Alternative Dispute Resolution Law.

K.2. Exclusive jurisdiction over and venue of any suit arising out of or relating to this Agreement
will be in the proper courts of Province of Nueva Vizcaya to the exclusion of all other courts
or tribunals.

IN VIEW THEREOF, the parties have hereunto set their hands this ______ day of
________________, 2023.

(COMPANY NAME) (COMPANY NAME)

Consignor Consignee
Represented by:

(NAME) (NAME)
 Designation
Designation

Signed in the presence of:

(NAME) (NAME)
Designation Designation

ACKNOWLEDGEMENT
Republic of the Philippines)
______________________) s.s.

BEFORE ME, a Notary Public, for and within Bayombong, Nueva Vizcaya, on this
_________________ of ____________________, 2023 personally appeared the following:

Name Proof of Competent Identity Validity

_____________________ _______________________ ______________

(NAME)______________ (TYPE VALID ID & ID No.) (DATE OF VALIDITY)

both known to me to be the same persons who executed the foregoing instrument and that they
acknowledge to me that the same is their free act and voluntary deed.

This instrument consisting of six (5) pages, including this page, in which the
Acknowledgement portion is found, signed by both parties concerned, and their instrumental
witnesses on each and of every page on the left margin thereof.

IN WITNESS WHEREOF, I have hereunto set my hand, the day, year and place above
written.

____________________
Notary Public

Doc. No. ________

Page No. ________
Book No. ________
Series of ________