VENDOR UNDERTAKING, WARRANTY AND INDEMNITY LETTER

BY: VENDOR

Name
Address
Certificate
No.

of

Incorporation

BR Certificate No.

TO: Rose Pharmacy, Inc. (RPI)

Definitions

Unless the context otherwise provides, all the definitions and rules of
interpretation used in the trading terms agreement commencing 20__, entered
into between the Vendor and RPI shall be adopted herein.
In consideration of RPI agreeing to purchase the products from the Vendor, in
respect of any purchase orders issued by RPI and accepted by the Vendor, the
Vendor hereby warrants and undertakes as follows:
A. That all products supplied to RPI shall:
i.

Be free from any defects rendering them un-merchantable (whether or not any
such defect is apparent on reasonable examination by RPI of samples of the
products provided by the Vendor);

ii.

Comply with all applicable statutory and regulatory requirements including,

but not limited to all applicable consumer protection, advertising, product
safety, product recall and/or fair trade practices laws and or rules and
regulations issued by the appropriate government agencies;

iii.

Be manufactured, packaged, packed, marked, stored, handled, labelled and

described in compliance with all applicable laws including, but not limited to,
laws relating to quality, grade, weight and volume, fitness, efficiency, contents
and purity, labelling, advertising, description, minimum durability, safety and
the use of the products.

B. That the Vendor shall:

i.

Obtain and maintain all licences, permissions, authorizations, consents and

permits needed to manufacture and supply the products to RPI in compliance
with all applicable laws;

ii.

Effect and keep current in its name all relevant insurance policies that
may be applicable to its business including but not limited to
public/product liability insurance in relation to personal injury or
property damage caused by the products with reputable insurers of an
amount which is reasonable for the type of coverage required or such
other amount as may be advised by RPI from time to time. The Vendor
will, on RPI's request, provide evidence to RPI that the required
insurance is current and adequate for the Trading Terms Agreement.

1. The Vendor shall indemnify and hold harmless RPI against all costs, claims, demands,
liabilities, expenses, damages or loss (including but not limited to any direct, indirect
or consequential losses, loss of profits for RPI, and all interest, fines, penalties and
legal and other professional costs and expenses) whatsoever and howsoever incurred
by RPI arising directly or indirectly from:
A. any breach of the warranties and undertakings referred to in Clause 1 hereof;
B. any claim made or investigation or prosecution against RPI for actual or alleged
infringement of a third party's intellectual property rights;
C. any claim made by a third party or investigation or prosecution against RPI arising
out of or in connection with RPIs supply, possession, promotion, marketing,
advertising of or other dealings with the products in the course of its business;
and/or
D. any claim made against RPI by a third party for death, personal injury or damage
to property arising out of or in connection with defective products, to the extent
that the defect in the products is attributable to the acts or omissions of the
Vendor, its employees, officers, agents, representatives, contractors or subcontractors.
2.

The Vendor shall on the date of this Letter, and annually thereafter, certify to RPI in
writing signed by an authorized representative of the Vendor, compliance with this
Letter by the Vendor and all parties or persons associated with it. The Vendor shall
provide such supporting evidence of compliance as RPI may reasonably request.

Governing Law
This Letter shall be governed by the laws of the Philippines and the Vendor hereby agrees
to submit to the non-exclusive jurisdiction of the courts of Philippines.
The Vendor herein signs this Letter as its agreement.

[Company Name of the Vendor]

Rose Pharmacy, Inc.

Signature

Signature

[Name]

Jose Carlos Reis Bettencourt

Date

Date

[Title of signatory]

Chief Executive Officer