EMPTY SACK CONTRACT

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT is made and executed this _____ day of _________, 2018 by and
between:

SOROSORO IBABA DEVELOPMENT COOPERATIVE (SIDC), a duly registered

cooperative under the Cooperative Development Authority and with principal office at
Sorosoro Ibaba, Batangas City, herein represented by its CHIEF EXECUTIVE
OFFICER, HON. RICO B. GERON, hereinafter called FIRST PARTY.
-and-
MR. RAMIL GENEROSO, Filipino citizen married of legal age and resident of Castillo
Padre Garcia, Batangas City hereinafter called the SECOND PARTY

WITNESSETH;
WHEREAS, SIDC Feed Mill, a business extension of the FIRST PARTY, in its
production of feeds, is left with voluminous used-empty sacks daily which have no more worth in
its business operation;

WHEREAS, these used-empty sacks (excluding plastic and paper sacks) are sources of
additional income for the FIRST PARTY;

WHEREAS, instead of stock piling the used-empty sacks, the FIRST PARTY has
resolved and decided to sell it to qualified buyer after pre-qualification bidding; and

NOW THEREFORE, for and in consideration of the foregoing the PARTIES hereto have
entered as they do hereby enter into this contract under the following terms and conditions;

I. GENERAL PROVISION

a. This Agreement constitutes the whole of this Agreement between the Parties hereto
relating to the matters dealt with herein and, save to the extent otherwise provided
herein, no undertaking, representation, term or condition relating to the subject matter
of this Agreement not incorporated in this Agreement, shall be binding on any of the
Parties;
b. No variation, addition, deletion, or agreed cancellation will be of any force or effect
unless in writing and signed by or on behalf of the Parties hereto. Failure or delay on
the part of any Party hereto in exercising any right, power or privilege hereunder will
constitute or be deemed to be a waiver thereof, nor will any single or partial exercise
of any right, power or privilege preclude any other or further exercise thereof or the
exercise of any other right, power or privilege;
c. Save as otherwise herein provided, neither this Agreement nor any part, share or
interest therein nor any rights or obligations hereunder may be ceded, assigned, or
otherwise transferred without the prior written consent of the other Party;
d. Any consent or approval required to be given by any Party in terms of this Agreement
will, unless specifically otherwise stated, not be unreasonably withheld;
e. Each Party agrees that, in its respective dealings with the other Party under or in
connection with this Agreement, it shall act in good faith; and
f. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
agreement as at the date of signature of the Party last signing one of the counterparts.
The Parties undertake to take whatever steps may be necessary to ensure that each
counterpart is duly signed by each of them without delay.

II. CONTRACT PRICE: The SECOND PARTY shall buy from the FIRST PARTY the
used-empty sacks at a price of EIGHTEEN PESOS AND THIRTY CENTAVOS
(P18.30) per kilo computed as follows upon withdrawal of used-empty sacks:
 Php 18.30 – 75% of the net weight of good sacks
Php 1.00 – 25% of the net weight of reject sacks

III. TERMS OF PAYMENT: The SECOND PARTY shall pay the FIRST PARTY the amount
in cash and / or dated check.

IV. TIME OF HAULING: The SECOND PARTY shall haul the used-empty sacks from SIDC
Feed Mill once a week preferably every THURSDAY unless a different day is agreed by both
parties.

V. SUBCONTRACTING AND THIRD PARTY CONTRACTS (HAULING)

a. The SECOND PARTY may, with prior written notice to FIRST PARTY, employ
subcontractors for the execution of any portion of its obligations under this
Agreement, but such subcontracting shall not relieve the SECOND PARTY of its
obligations under this Agreement and the SECOND PARTY shall remain liable for
any acts or omissions of such subcontractors. The SECOND PARTY shall further
ensure that all sub-contractors perform in terms of all applicable provisions of this
Agreement;
b. FIRST PARTY shall have the right during the continued duration of this Agreement
to direct the SECOND PARTY to replace such sub-contractor upon 15 (fifteen) days
written notice if the sub-contractor’s performance is materially deficient, or good faith
doubts exist concerning the sub-contractor’s ability to render future performance
because of inter alia changes in the ownership, management, or the financial condition
of the sub-contractor;
c. Each subcontractor shall, prior to its appointment as subcontractor under this
Agreement, sign irrevocable, unconditional and written confidentiality and non-
disclosure undertakings in favor of FIRST PARTY on terms and conditions
acceptable to the FIRST PARTY;
d. All agreements of whatever nature concluded or to be concluded between the
SECOND PARTY and a Third Party in relation to the corn extrusion project and the
like shall include a provision that the SECOND PARTY shall be entitled to freely
cede, assign and delegate its rights and obligations under such agreement to FIRST
PARTY; save that should the SECOND PARTY be advised by a Third Party with
whom it is contracting that any agreement cannot be assigned to FIRST PARTY,
alternatively, such contract can be assigned but at a cost to FIRST PARTY, the
SECOND PARTY shall immediately notify the FIRST PARTY of such fact as well
as any cost implications as a result of such inability (or ability to assign, as the case
may be) to assign and the SECOND PARTY shall not enter into such agreement
without the prior written consent of the FIRST PARTY.

VI. FORCE MAJEURE

a. Delay or failure to comply with or breach of any of the terms and conditions of this
Agreement if occasioned by or resulting from an act of God or public enemy, fire,
explosion, earthquake, perils of the sea, flood, war declared or undeclared, civil war,
revolution, civil commotion or other civil strife, riot, strikes, blockade, embargo,
sanctions, epidemics, act of any Government or other Authority, compliance with
Government orders, demands or regulations, or any circumstances of like or different
nature beyond the reasonable control of the Party so failing, will not be deemed to be a
breach of this Agreement nor will it subject either Party to any liability to the other;
b. Should either Party be prevented from carrying out its contractual obligations as a result
of a force majeure event lasting continuously for a period of 30 (thirty) days, either Party
shall be entitled, after due consultation with the other Party in an effort to come to a
mutually acceptable arrangement, to terminate the Agreement on written notice to the
other Party, without liability.

VII. BOND: The SECOND PARTY shall post a bond of FIFTY THOUSAND PESOS (P50,
000.00) which shall be answerable only and shall be forfeited upon failure of the SECOND
 PARTY to haul and/or pay the contact price for the used-empty sacks within two weeks
without the need of demand. The BOND cannot be used as payment of the contract price.

VIII. WARRANTIES: The SECOND PARTY warrants that he has the absolute financial and
business capacity to fulfill in good faith all the obligations hereto set forth.

IX. TERMINATION

a. Should either Party breach or otherwise be in default of any of its obligations under or in
terms of this Agreement and remain in default or fail to remedy such breach, if such breach
is indeed capable of remedy, within 30 (thirty) business days of receipt of written notice
calling upon it to do so, the other Party will be entitled, but not obliged, in addition to any
other rights which it may have or remedies which may be available to it:

a.1. to cancel this Agreement, with or without claiming damages, provided that such
breach constitutes a material breach; or

a.2. to obtain an order against such defaulting Party for specific performance, with or
without claiming damages.

b. In the event that either Party commits an act of insolvency or is placed under a provisional
or final winding-up or judicial management order or if either Party makes an assignment
for the benefit of creditors, or fails to satisfy or take steps to have set aside any judgment
taken against it within 15 (fifteen) business days after such judgment has come to its notice,
then the other Party will be entitled to terminate the Agreement on written notice.

X. AMENDMENTS
a. No modifications of this Contract or any part thereof shall be made except upon
execution of a written instrument duly signed by both parties; and

b. Should circumstances necessitate the revision of the agreements embodied in this

MOA, the concerned parties shall, prior to such revision, coordinate in the process of
revision and grant a reasonable grace period of implementation of such revision.

XI. SEVERABILITY
If any term, condition, provision or performance, or any part of a term,
condition, provision or performance of this Agreement is determined to be invalid,
illegal, unlawful or unenforceable to any extent, that term, condition, provision or
performance or the relevant part thereof shall be severed from the remaining terms,
conditions, provisions and performance of this Agreement, or amended to make it
valid, legal, lawful and enforceable, in such a manner as to leave the amended
Agreement substantially the same in essence, and this Agreement so amended shall
remain in force and effect.

XII. REMEDIAL MEASURE: In case of violation or infringement of any of the foregoing

terms and conditions, the FIRST PARTY reserves the right to terminate this CONTRACT;
provided, however, that if for any valid reasons it shall become necessary for the FIRST
PARTY to institute appropriate court action for the enforcement of its right under this
CONTRACT, the SECOND PARTY shall be liable in the liquidated damages for and in
lieu of attorney’s fees in the sum of TWENTY THOUSAND PESOS (Php20,000.00)
aside from court cost and other legal charges allowed by the rules of court.

XIII. VENUE OF SUIT: In case of court suit, it is agreed that the venue shall be the proper
court in Batangas City.

XIV. EFFECTIVITY: This CONTRACT shall take effect on 19 JANUARY 2018 until
DECEMBER 31, 2018 unless sooner terminated in accordance with the paragraph six (6)
hereof.
 IN WITNESS WHEREOF, the parties hereto have affixed their respective signatures
this ____ day of ______________, 2018 in __________________ Philippines.

SOROSORO IBABA DEVELOPMENT

COOPERATIVE (SIDC)
(First Party)

By:

_______________________ _______________________
HON. RICO B. GERON MR. RAMIL GENEROSO
(First Party) (Second Party)

WITNESSES:

____________________ ______________________

ACKNOWLEDGMENT

REPUBIC OF THE PHILIPPINES)

CITY OF BATANGAS ) S.S.

BEFORE ME, a Notary Public for and in the Province of Batangas, this ____________ the day of
____________2018, personally appeared the following persons to wit:

Name Comm. Tax Cert. Nos. Date / Place of Issued

Hon. Rico B. Geron 05237752 1/10/2018 – Batangas City

Mr. Ramil Generoso _________ ______________________

Know to me to be the same persons who executed the foregoing instrument, and they acknowledged to me
the same is their free act and deed.
This Memorandum of Agreement consisting of four (4) pages, including the page on which this
acknowledgement is written, has been signed of each and every page thereof by the herein parties and their
witnesses, and sealed with my notarial seal.
IN WITNESS WHEREOF, I have hereto set my hand on the day, year and place above the written.

NOTARY PUBLIC

Doc No. _________;

Page No. ________;
Book No. ________;
Series of 2018.