STANDARD TERMS AND CONDITIONS (STC) v. 01/12/2026
FOR CUSTOMERS
  1. DEFINITION OF TERMS:
    1. Brand refers to the goods sold and distributed by SONAK.
    2. Disclosing Party refers to any party who discloses to the other personal information or confidential information.
    3. Receiving Party refers to the party who receives personal information or confidential information from the other.
    4. Confidential Information refers to all information designated as confidential, or reasonably regarded as confidential in nature, whether disclosed orally, in writing, or otherwise. The terms of the Delivery Receipt/Sales Invoice and this STC are Confidential Information.
    5. BUYER refers to the party who transacts directly with SONAK for the delivery of goods indicated in the Delivery Receipt/Sales Invoice.
    6. SONAK refers to SONAK CORPORATION, its subsidiaries and affiliates.
    7. Party refers to SONAK and/or the BUYER if referred individually.
    8. Parties refers to both SONAK and the BUYER collectively.
    9. Transaction refers to the delivery of goods indicated in the Delivery Receipt and/or Sales Invoice.
    10. Defective Product refers to goods not fit for intended use due to manufacturing defects or material flaws.
    11. Counterfeit Product refers to products presented in a manner likely to cause confusion as to source or authenticity, including unauthorized reproductions of trademarks or designs.
    12. Territory refers to the Republic of the Philippines.
  2. DELIVERY
    1. INCOTERMS: Unless agreed in writing, goods are delivered FOB Metro Manila.
    2. PLACE OF DELIVERY: Delivery shall be made to the designated point within Metro Manila. SONAK bears delivery costs within Metro Manila; otherwise, the BUYER is solely responsible for all delivery expenses.
  3. PAYMENT AND TAXES
    1. Payment shall be via Check or Bank deposit. Checks must be payable to SONAK CORPORATION and crossed "Payee Account Only." Cash payments are not recognized.
    2. Each party is responsible for its own taxes, duties, and governmental fees.
  4. REPLACEMENT POLICY
    1. DISCREPANCY IN QUANTITY: BUYER must provide written notice within 24 hours of delivery. After this period, SONAK is not liable for discrepancies.
    2. RETURN OF DEFECTIVE PRODUCTS: SONAK may replace defective goods if notified in writing within 7 days of receipt. Unjustified claims result in the BUYER bearing return expenses.
    3. RISK AND TITLE: Risk passes to the BUYER upon delivery to the carrier. Title remains with SONAK until full payment is received.
  5. PENALTY, INTERESTS AND LIQUIDATED DAMAGES
    1. Late payments incur interest of 3% per month or the highest allowable rate. SONAK may charge other recovery costs.
    2. Breach of Intellectual Property or Counterfeit Product clauses triggers liquidated damages equal to the total transaction value.
  6. CONFIDENTIALITY
    Receiving Party shall not disclose Confidential Information without prior written consent, except to advisors or as required by law. This obligation survives the termination of the STC.
  7. DATA PRIVACY
    Both parties shall comply with the Data Privacy Act of 2012 and its implementing rules regarding the processing of personal information.
  8. INTELLECTUAL PROPERTY
    BUYER is prohibited from infringing upon or using SONAK’s or the Brand’s trademarks, logos, or IP in any forum (including social media) without express prior written consent.
  9. LIABILITY
    1. SONAK is not liable for indirect, punitive, or exemplary damages, or for any loss, injury, or death arising from the use of the Brand.
    2. BUYER discharges SONAK from all claims connected with the Transaction and the use of the Brand.
  10. TERMINATION
    1. SONAK may terminate for convenience with 7 days' notice.
    2. SONAK may terminate immediately for material breach, insolvency, fraud, or illegal acts.
    3. Upon termination for breach, SONAK may recover liquidated damages equal to twice the transaction amount.
  11. RIGHT TO SUBCONTRACT
    SONAK may engage third parties or affiliates for performance. SONAK is not liable for failures attributable to third-party infrastructure (e.g., cloud hosting) beyond its control.
  12. TERRITORIAL RESTRICTION
    BUYER shall not market or distribute the Brand outside the Philippines without SONAK’s written consent.
  13. COUNTERFEIT PRODUCTS
    BUYER must immediately notify SONAK if the BUYER becomes aware of, or is offered the opportunity to purchase, or has any information about any counterfeit versions of the Brand.
  14. MISCELLANEOUS
    Includes Arbitration (PDRCI rules, Muntinlupa City), Relationship disclaimer (no employer-employee link), Non-Assignability, Binding Effect, Amendments (must be in writing), Governing Law (Philippines), Non-Waiver, and Severability clauses. These terms govern unless a long-form contract is executed.