TERMS AND CONDITIONS
Welcome to sellergateway.com.ph website. We have provided you this list of terms and conditions to serve as your guideline in using the platform and the use of any services of Seller Gateway. By availing any of the services, you acknowledge agreement to all the clauses stated under the Terms of Conditions set by the company.
- Sourcing Service
- Importation Service
- Fulfillment Service
- Payment Assistance Service
- Advance Import Service
- Warehousing Service
1.1. Sourcing Services. Our Sourcing Service is being processed by what the company calls as Order-to-Import. Processing of orders for the item (SKU) requested by a client is normally included in this service. The Sourcing Service involves sources / suppliers / traders / factories / manufacturers / agents that may be located within the Philippines or abroad. Seller Gateway provides optimum sourcing services for products, merchandise and other resources from both within the Philippines and abroad, guaranteeing the most extensive collection of choices with the most competitive prices and the fastest time.
1.1.2 Sourced Products: Non-disclosure and Non-exclusivity
220.127.116.11 CLAUSES. It is to be understood that unless otherwise provided, Seller Gateway’s consideration on non- disclosure, even without formal writing or contracts, shall be considered in all transactions involving special instances such as but not limited to white label or private label, OEMs, distributorship, exclusive contracts, rebranded, IPO registered or to products that are not yet sold in the entire marketplace in its respective territory/country. But, if the SKU information is already available in the public domains or made known by the factory and sources or if its already available in any marketplace such as Divisoria, Lazada, Shopee, Zilingo, Ecomhunt, Facebook and any other else easy reach marketplace to public audience will be automatically not be included in the consideration of non-disclosure by Seller Gateway. Which means that Seller Gateway Inc. gives the right to disclose products, items, services and other pertinent data and information sourced for client-manufacturers since these are necessary for the fulfillment of the purposes for which the data was obtained. Seller Gateway Inc. is permitted to put the above mentioned data in marketing collaterals such as but not limited to product cataloguing, flyers, website, social media pages and any e-commerce channels. Seller Gateway reserves the right not to disclose details of the sourced SKU sources / suppliers / traders / factories / manufacturers / agents to the clients such circumstances:
- If the SKU’s are already under other clients’ exclusivity / NDA partnership with Seller Gateway
- Under special SKU’s of Seller Gateway Management
- International Brands or Patented Brand by other clients or other outside company that is not being publicly distributed or made available to any outside market distribution or if the said sources doesn’t want to give us the permission for their contact details to be distributed to our members or the sources only choose to deal with wholesalers/large buyers.
Exclusivity or Authorised distributorship of a specific SKU applies under these circumstances and requirements:
- MOQ(Minimum of Quantity) or a MOV(Minimum Order Value) will be required whichever is higher
- IPO documentations or accreditations
- Sourced Contact or Seller Gateway Management Approved Authorization Request for Exclusivity or Authorized Distributorship might not be approved due to but not limited to the following:
- SKU is publicly available in any public domain
- SKU is available in other sources
- SKU is manufactured by other factories
- SKU is massively sold in many marketplaces
- and other means of good reasoning by either the Seller Gateway Management or the Source of SKU
Seller Gateway aims to provide its customers with quality products and value for money through a responsible, ethical and profitable sourcing. Hence, sourcing conducted for regulated, exclusive, international brands, special items or some SKU’s shall undergo strict processing and documentation to avoid legal actions or other problems that may occur on both sides.
1.1.3. Processes: Seller Gateway is able to do and practice our own style of various sourcing techniques in finding sources / suppliers / traders / factories / manufacturers and agents through public or private domains, internal and private databases, public directory, paid directory, paid or non-paid referral from our networks and other means.
1.1.4. Source/ Supplier Verification: All our sources / suppliers / traders / factories / manufacturers / agents have undergone our strict verification process by complying with the requirements set by the company such as social proofs, website/platforms store status, reviews from other clients or networks of contacts, etc. or any other means.
1.1.5. Sourcing Timeline: Completion of Sourcing SKU Request shall depend on the following factors:
- Volume of clients in a specific timeline
- Understanding difficulty level of the item (eg: customized items)
- Availability of the client’s requirement in the existing database
- SKU is massively sold in many marketplaces
- Response rate or communication ability of the sources / suppliers / traders / factories / manufacturers / agents.
- Holidays, peak seasons and set cut-off time by the company Refusal of Sourcing Request. Seller Gateway reserves the right not to accept sourcing SKU requests under specific circumstances for the sake of productivity of the company and all its client, such as but not limited to the following conditions:
- If the SKU’s are already under other clients’ exclusivity / NDA partnership with Seller Gateway
- Under special SKU’s of Seller Gateway Management
- Previously attempted sourced item that is already unsourceable
- International brands or patented brands by other members or other outside companies that are not being publicly distributed or made available to any outside market distribution
- During holidays and weekends and peak season.
- Unsourceability due to the country of origin
- Regulated/ restricted items, such as but not limited to Brand, Cosmetics, Powder, Batteries, Liquids, Foods, Plants, Animals, Wi-Fi or Bluetooth Powered, Fruits and Vegetables, Explosives, Flammables and contraband.
1.1.6. Pricing Policy: In an instance that a request is not met by Seller Gateway in terms of pricing or identical item and quality, clients shall allow Seller Gateway to do a verification of the said suppliers quotes from the members. This shall be backed-up with validated price mechanisms or official quotes from other such factories/suppliers with similar MOQ and other such factors. At any point in time, should there be instances where clients find independent source quotes or quotes cheaper than that of Seller Gateway, clients can bring up the original quotes to the Customer Sales team. The company reserves the right to make verifications before taking action to give back in terms of price match or by providing other services. Seller Gateway, in return, shall treat the document with confidentiality during the transaction. Verification however can be made through electronic messages such as zoom meeting, email, chat, letter, and other means of communication. There are possibilities of lower pricing from other sources compared to Seller Gateway due to but not limited to the following reasons:
- MOQ requested
- Export Tax Rebate
- Exclusive Partnership
- Factory Owner
- On Sale
- Impractical Business Practice Transaction
- Bait pricing
- Price was not met due to ridiculous reasons such as but not limited to underpricing with justification on the required quality and quantity.
2.1.7 Insurance Policy. All goods sourced by Seller Gateway for clients are subject to a 3% importation service charge which is settled prior to the actual placing or processing of orders to the factory.
18.104.22.168 Refund/insurance claim for force majeure or cease shipments is equivalent to times three (x3) of the total shipping/importation cost only and not the total value of the goods.
- Shipments should be at least six (6) months delayed before we consider it as ceased and is valid for a refund.
- Insurance/refund claim approval may take up to sixty (60) days.
1.1.7. Warranty Policy.
- Misinterpretation: By default, each product sourced, sold, leased, or delivered by Seller Gateway has been in conformity with all applicable contractual commitments and all express and implied warranties, and neither Seller Gateway or its employees are to undergo suit, proceeding, investigation, complaint or demand from clients unless there is a clear and evidentiary showing of misrepresentation. No product sourced, sold, leased, or delivered by the Company is subject to any guarantee, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Seller Gateway is not bound to replace the items unless the supplier or Seller Gateway Management agrees to perform such. Seller Gateway is not responsible for quality assurance unless gone through a sampling process. If clients only based on photos and videos, there is a possibility that product may not meet the client’s actual expectations, and will not in any way be a responsibility of Seller Gateway. The process of sourcing products is done digitally, thus quality assurance isn't guaranteed unless clients are willing to pay additional amounts for a quality assurance service. Additional charge for this service will be based on agreement, certain factors and possibility.
- Wrong Item: Should Seller Gateway unintentionally get the wrong item order for a client, it will go through a verification process of authentication of the order. Seller Gateway will take responsibility to do a 100% replacement of the order should we find that it is a mistake by our internal team. The wrong items to be replaced shall be considered as own stocks of Seller Gateway already. However, clients must check their order prior to confirmation and making payment. Should the order have been verified by you (client/customers/members upon making payment) prior to the payment and confirmation, Seller Gateway may choose not to do a 100% replacement and the total costs of the replacement order must be made by the member themselves.
- Defective Goods: Warranty is offered directly by the factory which will be indicated in the description of Sales of Contract. Clients should be aware that the responsibility of the warranty given by the sources still depends on how much they’re willing to honor that. On a case-by-case basis, Seller Gateway will consider negotiating for supplier warranties on behalf of our clients, however, it will depend on the process, requirements and after sales services of the supplier/source offered/involved. Seller Gateway reserves the right to charge a mark-up percentage(%) of the value of goods in return for this additional service or for bearing any additional warranty risk. Seller Gateway reserves the right not to entertain the warranty claim since overseas warranty are hard to claim. As a sourcing service, Seller Gateway shall not be responsible for defective goods, whose damage may be attributed to the seller/ manufacturer but may negotiate on behalf of the member for warranties from the supplier, subject to a reasonable change in the mark-up, and provided that the warranty shall be limited to the value of the total profit percentage of Seller Gateway.
1.1.8. Payment: Clients are required to make a full payment for their item/SKU sourced request approved quotation and it must be verified first by our finance department that sometimes may get delays due to the volume of request, bank issue or error either through bank application or actual office and such, overseas payment process, holidays, interbank transfer clearing, currency availability before the Order-To-Import process will be proceed. Sourcing quotation is only valid for specified days in your sales documents from the time is it communicated to the member. For clients who paid their down payment, upon verification, orders are put in the line up/ que system for initial processing. Complete order processing will be done upon verification of full payment. Payments must be done ONLY through Seller Gateway Corporate Bank Account or to any designated validated Bank Account or Payment Gateway. No cheque deposits / cheques issued are allowed. If an invoice falls due during a weekend or holiday, the payment transaction is verified on the following business day. Payments made through between client and direct sources / suppliers / traders / factories / manufacturers / agents, or other means that Seller Gateway is not aware of, are not a responsibility of Seller Gateway for any warranty or guarantee.
- Packing List as the basis of total shipping cost per CBM.
- Proforma Invoice as the basis of insurance and handling fee.
- The above documents are also required to ensure accurate shipment
declaration and avoid delays in custom processes. For accidental disclosure, investigation will be done and the company will take whatever necessary actions to any allegations that may arise. Our team is trained not to disclose or recommend items to any other clients, rest assured that Seller Gateway is strictly implementing its core values to treat clients with utmost respect and confidentiality. Clients should be aware that we have our own Product Sourcing and Research team who are trained to find the top selling and trending items in different platforms and public domains, anytime and in good faith, as to provide client requirements, as well as to deliver our Mission of providing equal opportunities to everyone.
1.2.1 Timeline. The timeline for Importation services shall depend on the timeline provided by our partner-importers. However Seller Gateway may provide an estimated timeline based on previous transactions, which are determined by the following factors:
- Container loading progression
- Date of departure of the vessel from country of origin
- Customs clearance from country of departure
- Overseas transportation
- Port arrival in the Philippines
- Custom clearance in the Philippines
- Arrival in the Philippine warehouse
- and other possible unforeseen circumstances that may affect the timeline
The entire importation process duration is made by estimation and from the company’s previous experience. There is no immediate commitment as there are possibilities that can happen beyond our control: force majeure, inter-country economic instability and other circumstances.
1.2.2. Shipping Requirements. The requirements, as well as the inspection of the goods, are provided and done by our trusted partners.
1.2.3 Pricing and Payment. Seller Gateway can provide an estimated total cost for the importation based on packing list and proforma invoice details given at the moment of registering the shipment. However, the estimated shipment cost given is subject to change as it will be still based on the actual dimensions and weight of the package once it arrives in our warehouse. Estimated price is directly related to the dimensions of every package, it will be the members’ responsibility to ensure accuracy of the required package details before arranging for shipment. Shipping cost may vary without prior notice if there are discrepancies and inaccuracies in the declaration of the dimensions of packages/ shipments. For payments on issued quotations, by Seller Gateway must be done ONLY through Seller Gateway Corporate Bank Account or to any designated validated Bank Account or Payment Gateway. No cheque deposits / cheques issued are allowed. If an invoice falls due during a weekend or holiday, the payment transaction is verified on the following business day.
1.2.4. Insurance Policy. Clients can choose on either of the following agreements on insurance:
- Insured based on the declared value of goods
- To be covered by an insurance claim, the client should declare the whole value of their goods and settle the 3% insurance and handling fee prior to the actual importation of goods.
- Insurance claim is equivalent to the times three (x3) of the shipping cost.
- 3% insurance and handling fee must be paid prior to processing of the actual importation.
- Not insured
- Clients may opt not to avail of the insurance through non-declared package and by not paying the 3% insurance and handling fee.
- Shipments should be at six (6) months delayed before we consider it as loss or cease and is valid for a refund through the insurance claim.
- Insurance refund approval may take up to sixty (60) days. Claim is valid only for clients who availed of the insurance and paid three percent (3%) insurance and handling fee prior to the actual importation. Clients who opted to not insure their items will not be valid for claim.
1.2.5. Damages. Seller Gateway shall only be liable for damages to the goods that may be attributable to the handling by Seller Gateway. Seller Gateway shall not be liable for damages which may have been incurred during the transfer or importation, or those attributable to third parties, including but not limited to partner-importers. All clients shall ensure that the supplier does their necessary quality checks on the products and they are in good condition before shipping out. It is the sole responsibility of the member to make sure the supplier packs the products properly and is secured in a packaging that prevents any mobility hazards.
1.2.6. Refund. Seller Gateway is responsible in replacement of the loss items in the same manner it was processed upon ordering.
1.3. Fulfillment Services. Fulfillment Service is a service wherein the company takes the operations side of business to the clients which includes the following service coverage:account setup, warehouse, pick and pack, Intensive Quality Control(additional cost), summary reporting, return to shipper management, standard packaging materials. Other services add on includes: warehouse kitting, non-moving item (1 month), pick-up for free
1.3.1 Processes. All additional services and processes shall be indicated by the member, complete with details as to customization, product assembly etc. to relay concise and clear instructions to the company in order to ensure proper execution and fulfillment for unindicated special instructions and to compute additional charge for possible knitting. Cancellations are not possible for parcels that are already picked up by the courier. For parcels that are already packed, cancellation is still acceptable with the clients still shouldering the cost of pick and pack. With this, the client has to make sure of the confirmation of orders before placing for fulfillment. For logistics who require payment first on the shipping fee, clients shall have an allocated budget first before processing.
1.3.2. Timeline. ORDER CUT-OFF: All submitted orders will be processed for same day shipping (Monday - Saturday) before 10:00am. After this cut-off time (example 10:01am, the order will be processed for the next business day shipping).
- SCHEDULE: The pick-up time is during the timing of 3:00pm - 6:00pm daily, depending on the respective courier service from our area or drop off. Fulfillment service is closed on Sundays & Public Holidays.
- SHIPPING: The company is not in any way liable in delays of delivery from the warehouse by third party couriers. For incomplete customer details, shipping of the parcel will be scheduled the next day.
1.3.3. Pricing and Payment. Pricing is charged for each parcel (item qty) that is prepared/packed from our warehouse regardless if the parcel is successfully picked up. (No refunds for failed pick-up and deliveries, cancelled orders during transit or returned parcels). Payments will be computed and processed twice every month on the 15th and 30th/31st of each month. For example; the total parcels shipped out from 1-15th of each month will be invoiced within 7 days on 15th onwards, and will be given a 7 days deadline to make payment. Following after, if payment is not received, Seller Gateway reserves the right to freeze your account. Payments must be done ONLY through Seller Gateway Corporate Bank Account or to any designated validated Bank Account or Payment Gateway. No cheque deposits / cheques issued are allowed. If an invoice falls due during a weekend or holiday, the payment transaction is verified on the following business day.
1.3.4. Warranty. All goods under our Fulfillment Service are not covered by Seller Gateway guarantee or responsibility. Warranty is offered directly by the factory which will be indicated in the description of Sales of Contract. Members should be aware that the responsibility of the warranty given by the sources still depends on how much they’re willing to honor that. All goods damaged due to courier handling is outside of any liability of the company and is not covered by the Seller Gateway’s warranty clause.
1.3.5. Insurance Policy. All goods are safely stored in the company’s warehousing facility equipped manpower and CCTVs, 24/7.
1.4. Payment Assistance Service As part of its services, Seller Gateway may assist its members with their need for convenient payment processing.
1.4.1 Process. Clients may pay the amount due to the foreign supplier through Seller Gateway using Philippine Currency, and Seller Gateway will facilitate the remittance of the same to the foreign supplier. For all payments done with exemption on money remittance or check payment, the process will be within the day if within the cutoff. The duration of the payment process may also be affected by the availability of RMB and USD. Exchange Rate. The prevailing exchange rate at the time payment is made to Seller Gateway shall prevail. Insurance. Seller Gateway assures all our clients the guarantee on payments to suppliers if the payment is done through the channels of Seller Gateway. Seller Gateway will filter suppliers and will ensure legitimacy of suppliers.
1.5. Advance Import Service. Advance Import Service is the service in which Seller Gateway offers products readily available in the warehouses for purchasing. Limits on purchase of onhand items are placed based on stock availability to give equal stock access opportunity to members and non-members.
1.5.1.Timeline and Processes. Items considered on-hand may be available in either of the company’s warehouses, thus items are not always readily available for pick-up/ delivery and shall be coordinated with the dispatcher/CS/CSR and wait for confirmation before processing the delivery.
1.5.2. Delivery. All goods for delivery are scheduled by the dispatch once payment is verified.
1.5.3. Pick-up. Clients who’ll pick up their items must present the Sales Order Number, if pick up will be made via courier they must be informed of the Sales Order number as well. Strictly, no Sales Order number presented will not be entertained for dispatch.
1.5.4. Pricing and Payment. Full payment for ordered item/SKU is required and must be verified first by the finance department. Delays on payment verification may be due to the volume of request, bank issue or error either through their application or actual office and such, holidays, interbank transfer clearing Payments must be done ONLY through Seller Gateway Corporate Bank Account or to any designated validated Bank Account or Payment Gateway. No cheque deposits / cheques issued are allowed. If an invoice falls due during a weekend or holiday, the payment transaction is verified on the following business day.
1.5.5. Warranty. All factory damaged goods are subject for seven (7) days replacement. As wholesalers, stocks are fast moving, replacement is subject for item availability. If the same item is not available, replacement can be on the next batch of arrival of the same items or replacement of other items. Seller Gateway doesn’t have an option for refund on cash payment, thus only honor item replacement. Warranty doesn’t cover damage due to misuse/unfamiliarity on the products. Warranty Disclaimer: Seller Gateway allocates and ships items immediately once they arrive at the warehouse as originally packed and sealed. All items are not subject for quality control. Quality control is per client request as an additional cost. Shipping fee for item return/ replacement is shouldered by the client.
2.1. By acceptance of services of Seller Gateway, the customers/clients fully understand the following terms and conditions and shall not use these to conduct repugnant actions against the company.
2.2. These terms and conditions are subject to change at Seller Gateway’s discretion.
2.3. Relationship between the Parties. The clients and Seller Gateway agree that each is an independent entity separate and distinct from each other, and this agreement shall not in any way be construed as creating a joint venture, partnership, employment, agency or similar arrangement between the Parties.
2.4. Limitation of Liability. Not withstanding anything to the contrary in this Agreement, Seller Gateway’s total and aggregate liability toward the clients, whether in an action based on contract, tort, warranty or any other legal theory, shall not exceed the sum of the payments due to Seller Gateway in the six (6) months period preceding the event giving rise to such liability. Subject to the foregoing, in no event will Seller Gateway be liable toward the clients for any special, indirect, incidental, punitive or consequential damages, including damages for loss of profits, business, revenue, economic advantage, data, equipment or network downtime, regardless of whether the Company was made aware of the possibility of the occurrence of such damages. The clients will indemnify and hold the company harmless against all liability, obligations, losses, damages, injuries, penalties, claims, suits, costs, actions, expenses and disbursements (actual or contingent) which it may suffer or incur as a result of: (i) Any breach by the clients of its obligations and warranties with Third Persons; or, (ii) Acts or omissions of the clients in connection with the performance of this Agreement.
2.5. Entire Agreement. This Agreement constitutes the complete understanding and agreement of the Parties and supersedes all prior negotiations, understandings and agreements with respect to the subject matter of this Agreement. This Agreement may not be altered, amended, modified or supplemented in any respect except by writing signed by an authorized representative of each Party.
2.6. Separability Clause. If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason, the validity or enforceability of any or all of the remaining portions shall not be affected.
2.7. Governing Law. The client agreement shall be construed strictly in accordance with the Laws of the Philippines, and any and all issues or disagreements arising from the interpretation or application of the same shall be settled in accordance with Philippine law.
2.8. Exclusive Venue. In case of disagreement, the client and Seller Gateway manifest that they would seek an amicable settlement in case issues may arise involving this agreement. In case the parties fail to reach an amicable settlement, all claims arising out of or in connection with this agreement shall be filed exclusively with the proper courts of Valenzuela City, to the exclusion of all other courts.
4. Information and > 4.1 NON-DISCLOSURE. Seller Gateway does not disclose clients’ personal information contained in agreement with Seller Gateway at all times to third parties, their assigns or representatives either directly or indirectly unless with authority from the clients to do so. Any information that is directly or indirectly related to current clients or their partners, affiliates or their customers is treated with confidentiality and shall not be disclosed to any person unless with prior approval and agreement between the parties involved and unless asked and used for legitimate purposes such as marketing and documentation purposes. In case of accidental and unintentional disclosure, seen in advertising materials Seller Gateway doesn't mean no harm to any party and Seller Gateway is willing to take necessary actions. In compliance with the Data Privacy Act, Seller Gateway can legally process, collect or store personal information of clients upon confirming in available forms whether in form or in digital tick box. Personal information must be:
- Collected for specified and legitimate purposes determined and declared before, or as soon as reasonably practicable after collection, and later processed in a way compatible with such declared, specified and legitimate purposes only;
- Processed fairly, lawfully and for good intentions;
- Accurate, relevant and, where necessary for purposes for which it is to be used the processing of personal information, kept up to date; inaccurate or incomplete data must be rectified, supplemented, destroyed or their further processing restricted;
- Adequate and not excessive in relation to the purposes for which they are collected and processed;
- Retained only for as long as and;
- Kept in a form which permits identification of data subjects for no longer than is necessary for the purposes for which the data were collected and processed: Provided, That personal information collected for other purposes may lie processed for historical, statistical or scientific purposes, and in cases laid down in law may be stored for longer periods: Provided, further, that adequate safeguards are guaranteed by said laws authorizing their processing. Seller Gateway, as controller must ensure implementation of personal information processing principles set out herein.
4.1.1. Expiration and Termination of NDA. Upon signing of a Non-Disclosure Agreement (NDA), the client must, in an active and regular manner, order a specified Minimum Order Quantity(MOQ) or a Minimum Order Value (MOV) within a 2-month time frame. Should the client stop ordering the specific SKU within and after the 2-month period, the NDA agreement and corresponding non- compete / exclusivity clauses will be automatically put into an expired status. The terms provided under the Non-Disclosure Agreement shall be faithfully executed at all times. In case of conflict between the two, these terms and conditions shall govern.
- Non-Disclosure involves selling of items through a client to another client and other applicable scenarios.
- Exclusivity involves selling items to one client only. However, the client must understand that we cannot guarantee the exclusivity if the items are not exclusively owned by Seller Gateway.
- The 2-month time period is from the “date of order” and not from the date the stocks have been sold out.
- The expiration is automatic and does not need prior notice.
- You will use commercially reasonable efforts to ensure that an end user gives consent to the storing and accessing of cookies, device- specific information, location information, or other information on the end user's device in connection with the services where such consent is required by law.
4.3 CONFIDENTIALITY. Clients shall keep confidential and shall not disclose to any third party any and all proprietary information or confidential information disclosed to it by Seller Gateway prior to, on, or after the Effective Date for unlimited time, and/or relating to the business, processes, practices, products, data, customers, accounts, finance or contractual arrangements or trade secrets of the Company and any information concerning the Services or the substance of any report, recommendations, advice, test disclosed in relation to the Services (the "Confidential Information"), and shall use such Confidential Information solely in accordance with the rules and regulations provided herein. Members hereby acknowledge that the Confidential Information is solely owned by Seller Gateway, and the former has no right and/or interest in such Confidential Information.
4.3.1 If Seller Gateway becomes aware of any breach of confidence by any client, or any of its employees, agents, or personnel, it shall promptly notify the company and provide the company with all reasonable assistance in connection with any proceedings, which the company may institute against any such persons. The parties further agree to keep confidential and not to disclose to any third party, any of the terms and conditions of this agreement.
4.3.2 Upon termination of this Agreement, the client shall immediately cease using any Confidential Information and shall return to Seller Gateway all such Confidential Information and all copies thereof belonging to or disclosed to it by the Company or, upon the Company’s written request, destroy such Confidential Information and provide the Company with a written confirmation of such destruction.
5.2. NON-EXCLUSIVITY. Products sourced upon the request of a client can be made available to all other clients.
6. Liability and Dispute Settlement Should any party breach any material provision of these terms, which breach may be established by substantial evidence in arbitration proceedings outlined herein, and unless the breach shall have been caused by force majeure, such party shall be liable for damages to the other party in an amount to be determined by the arbitration panel. Any dispute or difference between the parties relating to their rights or obligations under these terms shall first be referred for consideration by each party by notice in writing to the other party. If the dispute or difference is not resolved within a period of sixty (60) days, then either party may submit the dispute for arbitration in accordance with the following: The arbitration proceedings shall be conducted in accordance with the rules of procedure for arbitration of the Philippine Chamber of Commerce and Industry. Each Party shall appoint one arbitrator. The arbitrators thus appointed shall select a third arbitrator who shall act as the presiding arbitrator of the tribunal or panel; Unless agreed otherwise by the Parties, the arbitration shall be conducted in the English language in Metro Manila, Philippines; The Parties agree that this arbitration clause is an explicit waiver of immunity against validity and enforcement of the award or any judgment thereon made pursuant thereto and that such award or judgment thereon, if unsatisfied, shall be enforceable in any court having jurisdiction in accordance with its laws against any party participating in the arbitration; The parties agree that the award of the arbitration tribunal shall be the sole remedy for all claims and counterclaims concerning the matter in dispute presented to the arbitration tribunal. The costs, expenses, fees, and charges of the arbitration proceedings shall be equally shared by the parties.
7. Legal Recognition of Electronic Documents Electronic documents shall have the legal effect, validity or enforceability as any other document or legal writing. An electronic signature on the electronic document shall be equivalent to the signature of a person on a written document if that signature is proved by showing that a prescribed procedure, not alterable by the parties interested in the electronic document. Formation and Validity of Electronic Contracts. - (1) Except as otherwise agreed by the parties, an offer, the acceptance of an offer and such other elements required under existing laws for the formation of contracts may be expressed in, demonstrated and proved by means of electronic data message or electronic documents and no contract shall be denied validity or enforceability on the sole ground that it is in the form of an electronic data message or electronic document, or that any or all of the elements required under existing laws for the formation of the contracts is expressed, demonstrated and proved by means of electronic documents. (2) Electronic transactions made through networking among banks, or linkages thereof with other entities or networks, and vice versa, shall be deemed consummated upon the actual dispensing of cash or the debit of one account and the corresponding credit to another, whether such transaction is initiated by the depositor or by an authorized collecting party: Provided, that the obligation of one bank, entity, or person similarly situated to another arising therefrom shall be considered absolute and shall not be subjected to the process of preference of credits. Unless otherwise provided by law, members, suppliers, manufacturers, non-members and visitors of this site shall, in all means, respect the property rights of Seller Gateway by adhering to the laws of Cybercrime Prevention Act of 2012, Intellectual Property Code of the Philippines and e-Commerce Act. Any untoward incident shall be given proper legal action. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions. From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).