Article 1: Product Quality Standards and Acceptance

The WPC wall panels and auxiliary products supplied by Party B shall comply with the national quality standards for wood-plastic decorative materials. The products shall meet industry specifications in terms of environmental protection, flame retardancy, and dimensional tolerance. Relevant test reports may be provided upon request. Due to the natural properties of wood-plastic composite materials, minor variations in grain and color shade within the same batch are permissible and shall not be deemed quality defects. Party A shall complete the inspection of quantity, appearance, and specifications on the same day of delivery. Any damage, shortage, or specification discrepancy must be reported in writing with supporting evidence in a timely manner. Failure to raise any objection within such period shall be deemed as acceptance of the products in terms of appearance and quantity. Any hidden quality defects must be reported within seven (7) days upon receipt; otherwise, the products shall be deemed to have passed quality acceptance.

Article 2: Transportation, Packaging, and Risk of Damage

Party B shall pack the products with standard protective film, edge guards, and wooden crates to ensure safe transit, in compliance with local warehousing and transportation standards in the Philippines. All goods shall be dispatched from Party B's local warehouse in the Philippines. Party A may choose to pick up the goods directly from the warehouse or arrange for local land transport (such as Lalamove or other local freight services) for pickup. The mode of pickup, carrier, transit schedule, and all associated freight costs shall be the sole responsibility and expense of Party A. Prior to the completion of loading and handover of the goods at Party B's warehouse, the risk of damage or shortage shall be borne by Party B. Upon handover and acknowledgment of receipt by Party A or Party A's designated logistics personnel, all risks and losses arising from squeezing, collision, damage, or shortage during transit shall be borne solely by Party A. After the goods are delivered to the destination, any deformation, damage, or cracking caused by improper unloading, mishandling, improper stacking, exposure to moisture or water, or external heavy pressure shall be the responsibility of Party A. The replenishment timeline for any reorders shall be agreed between both parties and executed in accordance with the agreed local delivery schedule.

Article 3: Price Settlement, Adjustment Mechanism, and Invoicing

The unit price, total price, deposit, delivery payment, and final balance payment shall be executed in accordance with the local order agreement between both parties. Title to the goods shall remain with Party B until full payment has been received. This order shall comply with Philippine local tax regulations and is subject to a 12% value-added tax, which shall be calculated and settled in accordance with applicable local tax policies. Payment methods supported include GCash (mainstream Philippine digital payment) and bank transfers via Security Bank, and both parties shall complete settlement through the agreed payment channels. Should there be significant fluctuations in raw material prices (including PVC, wood powder, additives) or local logistics costs in the Philippines, both parties may negotiate in good faith for a reasonable price adjustment, with Party B providing prior written notice. Party B shall issue valid tax receipts or invoices in accordance with Philippine regulatory requirements and mutual agreement. Party A shall pay all amounts due in full and on time; any delayed payment shall be subject to corresponding liability for breach of contract. Party A shall not unreasonably withhold or defer any payment due.

Article 4: Warranty Scope and Exclusions

The warranty period for the WPC wall panels under this contract shall commence from the date of completion of installation and acceptance. The warranty covers only inherent quality defects of the products, such as cracking, delamination, or substantial fading. Damage caused by the following shall be excluded from the warranty: failure to install in accordance with the manufacturer's specifications, unauthorized cutting or modification, use of non-original auxiliary materials, water seepage or moisture in the substrate, external impact, man-made damage, or prolonged unprotected exposure to outdoor sunlight. Upon receipt of a valid after-sales claim, Party B shall provide technical verification and after-sales service within the agreed timeframe. If the issue is confirmed to be a product quality defect, Party B shall provide replacement panels free of charge; however, all labor and incidental costs associated with the replacement shall be borne by Party A.

Article 5: Construction Guidance and Auxiliary Materials

Party B may provide Party A with free installation drawings, construction guidelines, and remote technical support to ensure standardized installation. Party A must strictly follow the manufacturer's standard procedures during installation. Any problems arising from improper installation (including but not limited to warping, excessive gaps, detachment, or deformation) shall not be the responsibility of Party B. The allocation, replenishment, and return/exchange rules for auxiliary materials such as clips, edge strips, and sealants shall be executed in accordance with the actual terms of the order between both parties. Any installation issues caused by Party A's replacement of auxiliary materials with non-original alternatives shall be solely the responsibility of Party A. Should Party A require Party B to provide on-site installation services, the construction rates, project duration, and allocation of safety responsibilities shall be separately agreed upon between the parties.

Article 6: Breach of Contract, Return/Exchange, and Dispute Resolution

Both parties shall strictly perform their obligations under this contract. In the event of delayed delivery or batch product quality issues, Party B shall bear liability for replenishment and corresponding compensation in accordance with this contract. If Party A unjustifiably refuses to accept the goods, delays pickup, or unilaterally cancels a standard order, Party A shall bear all resultant warehousing costs and losses. Standard finished products without quality defects shall not be subject to return or exchange. Orders involving custom colors, custom sizes, or specially cut panels shall not be changed or canceled once production has commenced. Any dispute arising from or in connection with this contract shall first be resolved through friendly negotiation between both parties. In the event that negotiation fails, either party may submit the dispute to the competent court in the place where Party B is domiciled. All reasonable costs incurred in the enforcement of rights, including but not limited to legal fees, litigation costs, and testing fees, shall be borne by the defaulting party.