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FB O2O SALES CONTRACT

SALES AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Sales Agreement (the “Agreement”) is entered into , by and between:

SIMPLETRADE SOLUTIONS, INCORPORATED (SSI), a company duly incorporated and existing under Philippines laws, with principal place of business at Unit C5 & C6, FEDCOR Compound, Ibayo, Marilao, Bulacan, represented herein by CHARLES RYAN S. SY, President, (hereinafter referred to as the “SELLER”):

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, with an address of , represented herein by its , , (hereinafter referred to as the “BUYER”),

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Individually referred to as “Party”, and collectively referred to as “Parties.”

WITHNESSETH, that

Whereas, the SELLER is engaged in the business of selling various products through its ecommerce platform and seeks to offer its inventory to the BUYER via Facebook dropshipping package;

Whereas, the SELLER agrees to extend credit to the BUYER under specific terms and conditions;

Now, therefore, the parties hereby agree as follows:

1. SALE OF GOODS

1.1

The SELLER agrees to sell, and the BUYER agrees to purchase, the goods listed in Exhibit “A” attached hereto and made part of this Agreement (hereinafter referred to as the “Goods”).

1.2

Product Description: SELLER’S inventory, which includes but is not limited to sneakers, shoes, bedsheets, kitchen accessories, etc..

1.3

Quantity: The quantity of products will be agreed upon by both parties as per each purchase order issued under this Agreement, but should not exceed its package option.

2. PACKAGE OPTION, KEY FEATURES PRICING

2.1

Prices for the goods shall be at a preferential offer price set forth in Exhibit “A”, payable under the terms outlined in Section 3 of this Agreement and should be limited to its package threshold as shown below with its key features:

2.1.1

Option 1: Customized Product Package
Package Subscription Fee: ₱80,000.00
Background: Buyer will receive ₱80,000.00 worth of products based on the cost of goods, VAT inclusive.
Key Features:

Full freedom to choose preferred products
Products delivered directly to the buyer’s location
Ideal for the buyer’s business model who want to manage their own inventory and fulfillment

2.1.2

Option 2: O2O Facebook Dropshipping
Package Subscription Fee: ₱12,000.00 annually (VAT inclusive, one-time payment). This fee is initially waived for the first 90 days.
Background: ₱80,000.00 worth of goods (VAT inclusive), available on a prepaid basis. Sellers may top up or purchase multiple business packages for additional product credit.
Key Features:

Access to a curated online catalog
Monthly Standard Product Unit (SPU) change request available via online submission
Prepaid purchasing structure to support cash flow
Comprehensive tools and resources, including training on digital marketing and e-commerce operations
Dedicated account manager for operational support
Flexibility to pull out and take full ownership of goods
one-year (1) validity for product allocation, with fulfillment and shipping handled during this period

The Buyer shall be given the opportunity to modify or change locked-in products on a monthly basis, subject to written notice and agreement with the Seller at least 3 working days prior to the start of the following month.

Requirement: An active Pancake subscription is required to access this dropshipping model. Pancake will serve as a key tool in managing online operations effectively. This fee is not included in the package.

2.2

All pricing provided in the product list under this Agreement is strictly confidential and intended solely for the BUYER.

2.3

The BUYER agrees not to disclose, distribute, or share the pricing information with any third parties, except as may be required by law or with the prior written consent of the SELLER. Any breach of this confidentiality provision shall be considered a material breach of this Agreement and may result in termination of this Agreement and any related legal remedies available to the SELLER.

3. PAYMENT TERMS

3.1

The Seller shall invoice the Buyer an Upfront Fee of PHP 80,000 for Option 1 or PHP 92,000 for Option 2, which shall be due and payable upon signing of this contract.

3.2

The Upfront Fees for both Option 1 and Option 2 are non-refundable.

3.3

For Option 2, any unused portion of PHP 80,000 may be applied as Store Credit by the Buyer for product returns, exchanges, or applicable discounts

4. CREDIT LIMIT

4.1

The SELLER agrees to provide the BUYER with a maximum prepaid limit of PESOS: Eighty Thousand only (₱ 80,000.00), this only applies for Option 2.

4.2

Any approval of a prepaid limit increase shall be at the sole discretion of the SELLER.

4.3

Any approval of the prepaid limit increase must be in writing and signed by both parties.

5. PAYMENT METHOD

5.1

Payments shall be made by bank transfer to the SELLER’S account as stated as follows:

Bank Name:

Banco de Oro (Unibank)

Bank Account Number:

004618010009

Account Name:

Simpletrade Solutions Incorporated

Bank Swift code:

BNORPHMM

6. LATE PAYMENT

6.1

In the event that any payment is not made on or before stated due date in the billing statement, the SELLER reserves the right to charge the BUYER interest at a rate of three (3) % per month on the outstanding balance.

7. DELIVERY & SHIPPING

7.1

The BUYER shall be responsible for arranging the shipment of Goodsto its designated location for each order placed.

7.2

All costs related to shipping, including freight, insurance, and handling fees, shall be borne solely by the BUYER.

7.3

Ownership and risk of loss or damage to the goods shall pass to the BUYER upon pickup of the goods at the agreed location by the BUYER or the BUYER’s designated carrier

8. INSPECTION OF GOODS and ACCEPTANCE or REJECTION

8.1

The BUYER is entitled to inspect the goods upon delivery.

8.2

If the goods are unacceptable for any reason, the BUYER must reject them at the time of delivery or within five (5) business days from the date of delivery.

8.3

If the BUYER has not rejected the goods within five (5) business days from the date of delivery, the BUYER shall have waived any right to reject that specific delivery of goods.

8.4

In the event the BUYER rejects the goods, the BUYER shall notify the SELLER of the rejection and the specific reasons for the rejection in writing.

8.5

The BUYER shall then allow the SELLER a reasonable time to cure the deficiency, bring the goods into conformance, or replace them.

9. CONFIDENTIALITY AND NON-DISCLOSURE

9.1

The BUYER acknowledges and agrees that any Confidential Information or Trade Secret obtained during the term of this Agreement is and shall remain the sole and exclusive property of SELLER (or any of its affiliates)

9.2

All Confidential Information of SELLER shall be kept confidential by the BUYER. The BUYER agrees not to use Confidential Information received under this Agreement for any purpose other than for those purposes contemplated by this Agreement. In this regard, the BUYER shall:

9.2.1.

Have its affiliates and its Representatives, who shall have access to Confidential Information, legally bound to keep such information secret (and the BUYER shall be responsible for any breach by its Representatives) and to use the Confidential Information only in the course of such business as necessary under this Agreement and any other contract or arrangement that may result from this Agreement;

9.2.2.

Not disclose to any unauthorized person, firm, or entity, or use for the BUYER’s own purposes, any Confidential Information or Trade Secret obtained during the term of this Agreement, without the prior written consent of SELLER, which consent may be withheld by SELLER at its sole discretion, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of the BUYER’s acts or omissions;

9.2.3.

Maintain the confidentiality of any Confidential Information or Trade Secret after the termination of this Agreement, subject to Clause 9.3; provided, further that if at any time the BUYER or any person or entity to which the BUYER has disclosed any Confidential Information becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, or similar process) to disclose any Confidential Information, the BUYER shall provide SELLER with prompt, prior written notice of such requirement so SELLER, in its sole discretion, may seek a protective order or other appropriate remedy and/or waive compliance with the terms hereof; and

9.2.4.

Deliver to SELLER upon termination of this Agreement, and at any other time as SELLER may request, any and all property of SELLER which the BUYER may then possess or have under control or to which the BUYER had access to or possession of in course of the employment.

9.3

The confidentiality restrictions contained herein shall continue to apply for a period of two (2) years following the termination of this Agreement.

10. INTELLECTUAL PROPERTY

10.1

The BUYER hereby acknowledges that SELLER (or any of its affiliates) is the exclusive owner of all rights, title and interest in and to the intellectual property rights on its products, including, but not limited to, copyrights, trademarks, patent rights and trade secrets, in and to the Product, as well as goodwill in connection therewith, now existing or hereafter developed, are and shall remain the sole property of SELLER (or any of its affiliates) (“Intellectual Property Rights“) and that the BUYER shall acquire no rights whatsoever in or to any of such Intellectual Property Rights. The BUYER shall not take any action that may affect or impair SELLER’s (or any of its affiliates’) rights, title and interest in or to such Intellectual Property Rights.

10.2

The BUYER shall perform all reasonable acts deemed necessary by SELLER to assist SELLER, at SELLER’s expense, in obtaining and enforcing its rights throughout the world in SELLER Intellectual Property. Such acts may include execution of documents and assistance or cooperation (a) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to SELLER Intellectual Property.

10.3

The provisions of this Clause 10 shall remain in full force and effect notwithstanding the termination of the Agreement for any reason whatsoever.

11. DATA PRIVACY

11.1

The Parties warrant that they shall protect the collected and processed personal information they have received during the term of this Agreement. The Parties shall further ensure that all personnel assigned or have been assigned to carry out the provisions of this Agreement do not, without prior written consent from the other Party:

Directly or indirectly disclose or divulge personal information received to any person;

Modify or copy the personal information received unless approved in writing by the other Party;

Use any personal information except in the manner directed by the other Party from time to time;

Make any notes or memorandum in relation to any personal information other than in the course of performing the services indicated in this Agreement;

Make use of any personal information for its own benefit or the benefit of another Party; and accept any engagement, appointment or position that may involve use or disclosure of any personal information it has gained through the course of this Agreement.

11.2

Without limiting the generality of the foregoing, the Parties hereby acknowledge that they are aware of and understand the effect of, and agree and undertake to, procure all personnel assigned or have been assigned to carry out the provisions of this Agreement to observe the requirements of the applicable Law on data privacy in connection with the performance of the Services, and further agree and undertake that it will not, and covenants that all personnel assigned or have been assigned to carry out the provisions of this Agreement will not do anything which will cause the other Party to violate any provision of the applicable Law on data privacy or otherwise be guilty of an offense thereunder.

11.3

The provisions of this Clause 11 shall remain in full force and effect notwithstanding the termination of the Agreement for any reason whatsoever.

12. FORCE MAJEURE

12.1

Neither party shall be liable for any delay in performing or failure to perform its obligations any force majeure event, provided the same arises without the fault or negligence of such party. Each party shall use its reasonable endeavors to minimize the effects of any force majeure event.

12.2

For the purposes of this Agreement, force majeure events which will delay the performance or cause the failure of the performance of the obligations of this agreement includes, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or similar influenza or bacterial infection (which is defined by the Department of Health or by the World Health Organizations (or by its affiliates if any) as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness); (j) emergency state; (k) shortage of adequate medical supplies and equipment; (l) shortage of power or transportation facilities; and (m) other similar events beyond the reasonable control of the Impacted Party.

12.3

Immediately upon becoming aware of any force majeure event, the affected party shall notify the other party of the manner and extent to which its obligations are likely to be prevented or delayed and the date(s) for performance of the obligation(s) affected shall be postponed for so long as is made necessary by the event of force majeure.

12.4

If any force majeure event continues for a period of or exceeding two months, either party may terminate this Agreement with immediate effect on giving written notice to the other party and neither shall be liable to the other for such termination.

13. TERM AND TERMINATION

13.1

This Agreement shall be effective as of the date signed by both parties and shall continue unless terminated earlier in accordance with the provisions of this section.

13.2

Either party may terminate this Agreement by providing thirty (30) days written notice to the other party.

14. DISCLAIMER OF WARRANTIES

14.1

The goods are sold ‘as is’.

14.2

The SELLER expressly disclaims all warranties, whether express or implied, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose

15. LIMITATION OF LIABILITY

15.1

Under no circumstances shall either party be liable to the other party or any third party for any damages resulting from any part of this Agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, which are not related to or the direct result of a party’s negligence or breach.

15.2

The SELLER’S liability for any claims arising out of this Agreement shall not exceed the total amount paid by the BUYER for the goods under this Agreement.

15.3

The SELLER shall not be liable for any indirect, special, or consequential damages, including but not limited to loss of revenue or profits, resulting from any breach of this Agreement.

16. NON-COMPETE AND NON-SOLICITATION

16.1

The BUYER acknowledges and recognizes the highly competitive nature of SELLER’s business and that the BUYER’s duties and responsibilities under this Agreement justify restricting the BUYER’s performance of services following termination of this Agreement.

16.2

The BUYER agrees that:

16.2.1

The BUYER will not own, manage, operate, consult or be employed in a business substantially similar to, or competitive with, the business of SELLER or such other business activity in which SELLER may substantially engage during the term of this Agreement and for a period of two (2) years thereafter; and

16.2.2

The BUYER shall not, during the term of this Agreement or for a period of two (2) years from the last day of effectivity of this Agreement, directly or indirectly solicit or entice away any person who has, at any time during the one (1) year period immediately preceding the last day of the effectivity of this Agreement, been employed by SELLER or any of its affiliates or subsidiaries.

16.3

Any violation by the BUYER of this duty shall entitle SELLER to an injunction restraining the BUYER from rendering any services to such other business. The right to secure an injunction is not exclusive, and SELLER may pursue any other remedies it has against the BUYER for a breach or threatened breach of these conditions, including the recovery of damages.

17. NON-AGENCY.

No Party shall be deemed an agent, a broker, an attorney or a partner of the other Party.
No Party shall assume or create any obligation for or on behalf of the other, unless such obligation shall have been approved in advance and in writing by the other Party.
Furthermore, the signature of this Agreement and/or the disclosure and/or the receipt of any Confidential Information shall not be construed as a grant of exclusivity, a right of first refusal or any privilege by SELLER to the BUYER.

18. RELATIONSHIP

Nothing herein shall be construed to create an employer-employee relationship between SELLER and the BUYER. The BUYER is an Independent Contractor and not an employee of SELLER or any of its subsidiaries or affiliates. The Fees set forth in Clause 3.1 shall be the sole consideration due to the BUYER for the Services rendered hereunder, and the BUYER acknowledges and agrees that SELLER will not provide the BUYER with any employee benefits, including without limitation any employee stock purchase plan, social security, unemployment, medical, or pension payment. The BUYER will not represent to be an employee of SELLER.

19. ASSIGNMENT

Except as otherwise provided in this Agreement, the BUYER shall have no right to assign or otherwise transfer any or all of their respective rights or obligations under this Agreement to any person without the prior written consent of SELLER.

20. INDEMNITY AND INJUNCTIVE RELIEF

20.1

The BUYER agrees to indemnify and keep harmless SELLER against all proceedings, suits, actions, claims, demands, costs and expenses whatsoever which may be taken or made against SELLER or incurred or become payable by SELLER in respect of injury (whether fatal or otherwise) to any person or damage or loss to any property occasioned directly or indirectly by any willful act or omission of the BUYER or gross negligence by the BUYER in the performance of the Services provided in this Agreement.

20.2

The BUYER acknowledges that the terms of Clauses 5, 6, and 7 of this Agreement are reasonably necessary to protect the legitimate interests of SELLER, are reasonable in scope and duration, and are not unduly restrictive, and that a remedy at law for breach of the Agreement is inadequate. The Company shall therefore be entitled to seek any and all equitable relief, including, but not limited to, injunctive relief, and to any other remedy that may be available under any applicable law or agreement between the parties. The BUYER acknowledges that an award of damages to SELLER does not preclude a court from ordering injunctive relief. Both damages and injunctive relief shall be proper modes of relief and are not to be considered as alternative remedies.

21. WAIVER

No failure to exercise or delay in the exercise any right or remedy vested in a Party under or pursuant to this Agreement shall constitute a waiver of the right or remedy or a waiver of any other right or remedy and no single or partial exercise of any right or remedy shall prevent any further exercise of such right or remedy or the exercise of any other right or remedy available.

22. NOTICE

Each notice, demand or other communication given or made under this Agreement shall be in writing and delivered or sent to the relevant Party as follows:

For SELLER:

SIMPLETRADE SOLUTIONS, INCORPORATED (SSI),
Contact Person: CHARLES RYAN S. SY
Address: Unit C5 & C6, FEDCOR Compound, Ibayo, Marilao, Bulacan
Email Address: charles@dropify.ph

For BUYER:

ATTN:
Address:
Email Address:
Contact No.:

22.1

For the avoidance of doubt, notice sent by email address is deemed received by the Receiving Party at the time of email transmission provided, that, the Sending Party does not receive a mailer daemon, error message or any other electronic communication from the email service provider or non-delivery notice received by the sender.

23. DELIVERY

Any notice, demand or other communication so addressed to the relevant Party shall be deemed to have been delivered (a) if given or made by letter, when personally delivered to the relevant address; or (b) if sent by registered mail, three (3) days after being deposited in the mail, with postage prepaid; or (c) if sent by electronic mail, upon sending of electronic communication provided that no error message was received.

24. AMENDMENTS

No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

25. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter hereof.

26. COUNTERPARTS

This Agreement may be executed in one or more counterparts, and by the Parties on separate counterparts, but shall not be effective until the Parties have each executed at least one counterpart, and each such counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute one and the same document

27. SEVERABILITY

If any provision or part of a provision of this Agreement shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

28. SURVIVAL

The termination of this Agreement howsoever arising shall not affect such of the terms hereof as are expressed to operate or have effect thereafter and shall be without prejudice to any right of action already accrued to a Party in respect of any breach or default by the other Party.

29. SUCCESSORS

This Agreement shall be binding upon and inure to the benefit of the successors-ininterest and assigns of the SELLER.

30. GOVERNING LAW

This Agreement and the rights of the Parties hereunder shall be governed by and interpreted in accordance with the Laws of Republic of the Philippines.

31. DISPUTE RESOLUTION AND VENUE OF ACTION

The Parties shall attempt, for a period of thirty (30) business days after receipt from a Party by the other Party of a written notice stating the existence of a Dispute, to settle such Dispute in the first instance by mutual discussions between the duly authorized representatives of the Parties. The duly authorized representatives of the Parties shall, prior to the commencement of the discussions, present a Secretary’s Certificate attesting to a resolution of the board of directors (if applicable) of such Party to the effect that such representative is authorized to represent the said Party and to settle the Dispute under such terms and conditions as the representative may deem fit. If the Dispute cannot be resolved in the manner set out in the preceding paragraph, the Dispute shall be brought exclusively to the jurisdiction of the appropriate courts of Quezon City, Philippines.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written.

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Signed by Admin Dropify
Signed On: June 23, 2025

Timestamp

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June 18, 2025 9:51 pm PST

FB O2O SALES CONTRACT Uploaded by Admin Dropify - engineering@dropify.ph IP 65.181.8.226