Beruflich Dokumente
Kultur Dokumente
-and-
WITNESSETH:
Whereas, the company is engaged in the business of trading of goods on a wholesale basis and
desires the services of an independent contractor who shall perform, repair and maintenance work on its
product.
Whereas, the service contractor is willing and able to perform the services desired by the
company.
NOW, THEREFORE, in consideration of the covenants herein contained, the Company and
the Service Contractor agree as follows:
SECTION 1
TERM
1.1 The term of this agreement is valid for one (1) year, commencing on January 17, 2008,
and expiring on January 18, 2009.
1.2 Even before the expiring of the aforesaid term, either party may, for any reason,
terminate this agreement by sending a written notice thirty (30) days prior to the intended date of
termination.
SECTION 2
DUTIES AND RESPONSIBILITIES
OF THE SERVICE CONTRATOR
2.1 The service contractor shall perform repair and/or maintenance work on the products (the
product/s) sold by the company in accordance with the specifications set by forth in this agreement
(including the annexes contained herein) and the applicable service and maintenance manuals for each
product, copies of which shall be furnished by the company to the Service Contractor.
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2.2 Charges for such service (including the parts) shall be paid by the company only if the
products and/or parts were sold by the company and are covered by warranty. Otherwise, it is the
responsibility of the Service Contractor to arrange for the proper payment for the costumer. To enable the
company to determine whether the services rendered and/or parts installed on the products are chargeable
against it, the Service Contractor shall, within thirty (30) days from the date said services were completed,
submit to the Company a service invoice which shall, among others, including the following:
2.3 The Service Contractor shall provide the necessary labor, tools and maintenance shop at its
own expense. It shall maintain an adequate Inventory of genuine parts of the products which shall be
purchased only from the company and shall use only these genuine parts to maintain and service the
products.
2.4 The Service Contractor undertakes to perform its work on its own account, under its own
responsibility and according to its own manner and method, free from the control and direction of the
company in all matters connected with the performance of the work except as top the result thereof. It is
expressly understood, however, that the Service Contractor’s work shall at all times comply with the
service and maintenance manuals for each of the products. The service contractor shall take charge and
resume full responsibilities for their acts and omissions during office hours. The Service Contractor shall
at all times assume direction and supervision over its personnel, including imposition of disciplinary
measures, but the company shall have the right at any time during office hours to have its representative
enter the premises of the Service Contractor for the purpose of determining compliance with the standards,
specifications, requirements and instructions contained in this agreement and the annexes contained herein
as well as the applicable service and maintenance manuals for each of the products.
2.5 The Operation of the Service Contractor shall be limited only under the business name
specified on page hereof and only for services rendered at or in the following areas:
CEBU
2.6 The Service Contractor warrants that, in the performance of its obligation under this
agreement. Its shall comply with the existing laws, rules and regulation that now or hereafter may be
enacted by the government and shall hold the company free and harmless from any failure on its (Service
Contractor) part to service the same. Towards this end, the Service Contractor warrants that (a) all its
employee shall be properly compensated in terms of wages, overtime pay nightshift differentials, holiday
premiums and such other payments, benefits and standards that may be due to said employees pursuant to
the labor code, social legislation and prevailing wage orders; (b) it shall provide for and extend Social
Security,
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Pag-ibig and Medicare membership to all its employees; (c) it shall comply with all occupational safety
and health standards; (d) it shall not engage in any form of child labor and discrimination; and (e) it shall
comply with all applicable law and industry standards on working hours and other conditions of
employment.
2.7 During the term of this agreement, the Service Contractor commits itself:
a. To faithfully comply with the provisions stipulated in the process flow for subsidy claims of
Authorized Contractor and the schedule of payments (copy attached as Annexes “A and B”
respectively)
c. To maintain at least one (1) competent employee at its address during working hours and
insure that the needs of the customers are promptly attended to;
d. To obtain the necessary licenses and/or permits required by law to enable it to legally
operate within scope of this Agreement.
e. To keep abreast with service techniques formulated and published by the Company from
time to time and ensure the attendance of its personnel at service training sessions
periodically conducted by the Company.
f. To guarantee, the service performed and/or parts replaced on the products for a period of 3
months.
g. To advertise under its business name, the availability of parts and services for the products
by suitable signs at its premises, thru the local newspaper, local telephone directory, or by
any other means allowed by law. However, the Service Contractor shall not use the name,
logo and/or trademark of the Company without the latter’s written consent. Furthermore,
upon the expiration of this Agreement, the Service Contractor shall remove from its
premises all signs Insignias, trademark, and trade names of the Company and other sales,
promotional or advertising materials, displaying or mentioning the same, and thereafter,
desist from using such signs, insignias and trademarks in all of its undertakings.
h. The employees of the Service Contractor must always wear complete uniform and proper
identification card (ID) at all times during office hours.
i. To submit all necessary reports, statistics and other information as may be required by the
Company from time to time.
2.8 The Service Contractor agrees that during the term of this Agreement or any time
thereafter, it shall not divulge to any other person, firm or corporation the names of any customers of the
Company or any of the trade secrets. Formulas, processes, or method of manufacture or other secret or
confidential. Information which the Company may impart to the Service Contractor, or of which the
Service Contractor may otherwise become aware. The Service Contractor agrees not to use such
information in any way or in any capacity other than as Service Contractor of the company.
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SECTION 3
DUTIES AND RESPONSIBILITIES OF THE COMPANY
3.1 The Company shall provide the Service Contractor with copies of the printed warranties
and service and maintenance manuals for each of the products and provide guidance as to
the interpretation and implementation of the same.
3.2 The Company shall sell genuine parts and special tools to the Service Contractor for the
repair and/or maintenance of the products at prices, terms and conditions prevailing at the
time of shipment of the same from Company to the Service Contractor.
3.3 The Company shall reimburse the Service Contractor for the cost of services it rendered
and replace the parts it used only if the products which were serviced or whose parts were
replaced were sold by the company and are covered by warranty.
3.4 The Company shall allow the participation of the Service Contractor’s personnel at service
training seminars organized by it from time to time.
SECTION 4
RELATIONSHIPOF THE PARTIES AND INDEMNIFATION
4.1 The Service Contractor acknowledges that it is an independent contractor and such, no
employer-employee relationship exists between the Company and the Service Contractor,
its agents representative or employees.
4.2 The Service Contractor is not, and shall not represent or hold itself out as an Agent, legal
representative, joint venture, partner, employee or servant of the Company for any purposes
whatsoever. The Service Contractor is an independent contractor and is not authorized to
make any contact, agreement warranty or representative on behalf of the Company or to
create any obligation, express or implied, on behalf of the Company.
4.3 The Service Contractor shall exonerate and indemnify the Company and its Officers,
Directors, employees, agents, affiliates, successors, and assigns from and against (a) any all
claims based upon, arising out of, or in any way related to the construction, operation, or
condition of all or any part of the Service Contractor’s repair/maintenance center, the
conduct of business thereat, the ownership or possession of real or personal property, any
negligent act, misfeasance or nonfeasance by the Service Contractor or any of its agents,
contractors, servants, or licensees, and including, without limitation, obligations of the
Service Contractor incurred pursuant to any provision of this agreement and the annexes
attached herein, and (b) any and all fees (including reasonable attorney’s fees), costs and
and other expenses incurred by or on behalf of the Company in the investigation of or
defense against any and all such claims.
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SECTION 5
NO WAIVER OF DEFAULT
The waiver by the company of any breach of default, or series of breaches or default, of any term,
covenant or condition, contained in this agreement and the annexes attached herein shall not be deemed a
waiver of any subsequent or continuing breach of default of the same or any other term, covenant or
condition contained herein.
SECTION 6
MICELLANEOUS
6.1 Notices, all notices and other communications between the parties shall be deemed given
when delivered in person or sent by registered or electronic mail or by fax transmission to
the recipient at the address set forth below, unless that party shall have given such written
notice of charge of address to the sending party, in which event the new address so
specified shall be used.
6.3 Venue of actions. All courts actions relative to this agreement may be filed in the city of
Makati at the option of the COMPANY.
6.4 Amendments. No amendment of all or any part of this agreement shall be valid and binding
unless expressly agreed upon in writing by both the COMPANY and the Service
Contractor.
SECTION 7
CONSTRUCTION AND SEVERABILITY
7.1 This agreement shall be governed by the laws of the republic of the Philippines.
7.2 In the event any provision of the agreement and/or the Annexes contained therein shall, for
any reason, be declared invalid or unenforceable, the validity of the remaining portions
shall not be affected thereby and such remaining portions shall remain in full force and
effect as if this Agreement had been executed with such invalid portions eliminated.
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IN WITNESS HEREOF, the parties have hereunto signed these presents this _________ day
of _______________ 2008. ______________ City.
By: By:
__________________________ _________________________
A C K N O W L E G D E M E N T:
Known to me and to me known to be the same person who executed the foregoing instrument
in their respective capacities and they acknowledge to me that the same person is their free and voluntary
act and deed as well as the free and voluntary act and deed of the corporation/partnership whish they
represent.
IN WITNESS WHEREOF, I have set my affixed me seal in the place and date first above
written.
NOTARY PUBLIC
DOC No.___________:
Page No .___________:
Book No.___________:
Series of 200
Electrolux
ELECTROLUX PHILS.INC.
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ANNEX A
TERMS AND CONDITIONS
a. Name of Customer
b. Product Model
c. Serial number
d. SJO number and date
e. SDR and POR of shop repaired units.
2. Authorized to handle system repairs shall be revoked by ELECTROLUX in the event the
CONTRACTOR is found supplying wrong information on any claim, the charges previously absorbed by
ELECTROLUX on account of misrepresented claims shall be collected from the CONTRACTOR.