STANDARD TERMS & CONDITIONS - ATIB OCCUPANCY

PREMISES - The Company grants the Client the use and occupancy of the Premises on an “as is, where is” basis for the Purpose indicated in the Basic Terms. In the event that the Company implements changes in the allocation of areas for commercial spaces and adjoining areas as part of the rationalization thereof for port use, the Company at its sole discretion may change the Premises or terminate the occupancy, provided that the Client is given 30-days prior written notice.

PERMIT TO OPERATE - The Client warrants that the Philippine Ports Authority (PPA) has issued the appropriate Permit to Operate (PTO) for the Purpose and Term indicated in the Basic Terms. The Client shall immediately inform the Company in the event that the PTO is revoked or cancelled for any cause.

TERM - The Agreement shall be effective for the Term specified in the Basic Terms.
1. The Company may terminate the Agreement for any cause upon a 30-day prior written notice to the Client.
2. The Agreement shall automatically be pre-terminated, subject to fees indicated below, upon the cancellation and/or revocation by the PPA of the Client’s PTO.
3. This Agreement may only be renewed by written agreement under mutually agreed terms and conditions.
  
  Should the Agreement be pre-terminated for reasons not attributable to the fault of the Company, the Client shall pay any and all charges for the entire Term within 5 days from billing.

FEES & CHARGES - The Client shall pay the Fees and Charges indicated in the Basic Terms. The Company reserves the right to adjust the charges upon a 30-day prior written notice to the Client.

TELEPHONE LINE - Upon the prior written approval of the Company, the Client may apply with a telephone company provider for its telephone line requirements and transact directly with the said provider. The Company shall in no manner be bound by any agreement between the Client and the telephone company provider. The Client shall be solely responsible for any costs, expenses and charges relative to such telephone line and the Client shall hold the Company free and harmless from any obligation or liability in connection with such telephone line or service.

PAYMENT - Except for the Occupancy Fee indicated in the Basic Terms, all other fees and charges shall be paid by the Client to the Company within five (5) days from receipt of billing. For the Occupancy Fee, the Client shall issue and tender to the Company the complete set of monthly post-dated checks, dated on or before the 5th day of each month, for the Term upon signing of this Agreement. Late payments shall be subject to an interest of three percent (3%) per month until full payment is made, without prejudice to the rights and remedies of the Company under the Agreement and the law. In the event any check is not honored for payment on due date, the same shall be considered as late payment subject to the stipulated interest herein and without prejudice to the rights and remedies under the law, including but not limited to liability under Batas Pambansa Blg. 22

DEPOSIT - Upon execution of the Agreement, the Client shall deposit with the Company the amount indicated in the Basic Terms as security deposit for unpaid fees and charges and other payables of the Client to the Company. If the Company applies the whole or any part of the security deposit for unpaid fees or charges, the Client shall deliver to the Company the amount necessary to replenish the security deposit to its original sum within five (5) days from notification from the Company of the amount due. Failure to pay the amount due within the required time period shall constitute a material default under this Agreement. Said amount shall be refunded to the Client within sixty (60) days from expiration/termination of the Agreement, less all outstanding fees, charges and obligations payable under the Agreement.

OCCUPANTS - The Client undertakes that only its authorized personnel (“Personnel”) shall be allowed inside the Premises and shall not exceed the number indicated in the Basic Terms. For this purpose, the Client shall submit to the Company within five (5) days from signing of the Agreement the names of the Personnel. The list may be revised from time to time, subject to prior approval of the Company.

COMPANY REMEDIES - The Company shall have the right to discontinue providing the utilities and services without prejudice to the rights and remedies of the Company under the Agreement and the law should the Client continuously fail to pay its bills and/or outstanding charges beyond 10 days from initial billing. The exercise by the Company of its right under this section shall be without any liability to the Company.

EQUIPMENT & INSTALLATIONS. Only such equipment and appliances indicated in Schedule A shall be brought in and/or installed within the Premises. The Client shall not, without the prior written approval of the Company, install appliances, equipment and/or facilities other than those indicated in Schedule A. The Client shall not remove and/or bring out such equipment and/or appliance without the prior written approval of the Company.

MAINTENANCE OF PREMISES – Unless otherwise expressly indicated, the Client shall, at its own expense:
1. Maintain the Premises in good and tenantable condition.
2. Maintain the cleanliness of the Premises free from rubbish and dirt at all times, and maintain proper waste storage and disposal;
3. Keep the Premises clean and free of rodents, bugs and vermin, and participate and cooperate in carrying out any extermination program. In the event any extermination program is initiated and conducted by the Company for PTB or the entire terminal, the Client shall bear its pro-rata cost on the basis of the floor areas involved;
4. Be responsible for the maintenance and repair of electrical and other fixtures within the Premises upon prior coordination with the Company;
5. Not cause, allow or permit any noxious, disturbing or offensive odor, fumes, gasses or any smoke, dusts, steam or vapors, any loud or disturbing noise, sound or vibration to emit or originate from the Premises;
6. Implement at its own expense, minor repairs and parts replacement (i.e. fluorescent lamps, bulbs, switches, plugs, etc.) upon prior coordination with the Company’s Maintenance Department. Any and all repairs, except those involving building structure restoration, as determined by the Company, shall be considered minor repairs. The Company may perform necessary works and repairs on the Premises or PTB at any time without any liability on the part of the Company.

IMPROVEMENTS AND SIGNS - The Client shall not make any alteration in the Premises or introduce or install any improvements or signs without the prior written consent of the Company. Upon the termination of the Agreement, all fixed and permanent improvements including but not limited to partitions, walls, ceiling, closet and the like shall remain and inure to the benefit of the Company without need of reimbursement whatsoever to the Client. Fixed or permanent improvements shall mean those that could not be removed without causing damage to the Premises or anything that altered or changed the original condition of the Premises when the Client first entered the same at the inception of the occupancy. All other improvements such as movable appliances or furniture introduced at the expense of the Client and removable without defacing or injuring the building or the Premises shall remain property of the Client.

COMPLIANCE WITH RULES AND REGULATIONS – The Client shall comply with the rules and regulations prescribed by the Company in connection with the occupancy of the Premises including Health, Safety, Environment & Security policies and such rules and regulations that may be promulgated from time to time and those that may be imposed by the PPA or government agencies. The rules and regulations mentioned herein shall form an integral part of the Agreement and any violation of which shall be considered a breach of the Agreement. The Company shall have the right to inspect the Premises at any reasonable hour of the day.

WARRANTIES - The Client warrants and undertakes that:
1. It is a duly registered domestic corporation/partnership/ sole proprietorship/individual authorized by law and possessing all necessary permits and licenses to lawfully conduct its business with the Company and maintain office at the Premises and that such permits and licenses are current, valid and effective;
2. It will abide by all laws, rules and regulations, now existing or hereinafter issued, governing its operations and this engagement;
3. No prohibited effects, articles or contraband shall be stored or found within the Premises.

FIRE HAZARD AND OBNOXIOUS SUBSTANCES – The Client shall be prohibited from keeping or storing in the Premises any obnoxious or flammable substance or any material that may constitute a fire hazard or risk to life, including Liquefied Petroleum Gas tanks.

GARBAGE DISPOSAL – The Client shall implement proper waste management within the Premises, including the regular disposal of its garbage. All garbage must be classified and sorted either as biodegradable or non-biodegradable, and shall be contained and properly sealed in standard garbage bags and brought to the assigned pick-up hauling points daily or as often as necessary.

LIABILITIES - The Client shall indemnify, save and hold harmless the Company, its employees and agents against all actions, claims and demands pertaining to all acts and omissions of its Personnel, guests and any person allowed by the Client within the Premises and other areas within the port, including the cost of defending or settling any such action, claim or demand which may be instituted against the Company, its employees or agents, and for any and all losses, liabilities, damages, costs and expenses which may be incurred or suffered arising out of or in connection with Client’s business, occupancy of the Premises and implementation of the Purpose.

PERMITS AND LICENSES - The Client shall be solely responsible for securing the necessary permits, authorizations and licenses from the Philippine Ports Authority (PPA) and all other government agencies or local government unit(s), as may be required by law for its operation at the Premises. The Client warrants that all such permits, authorizations and licenses are current, valid and effective.

RETURN OF THE PREMISES – Unless the Agreement is extended or renewed in writing, the Client shall vacate the Premises and return possession thereof upon the termination of the Agreement to the Company in good and tenantable condition as at the beginning of the occupancy, reasonable wear and tear permitted.

ABANDONMENT OF THE PREMISES – If during the Term, the Premises shall be deserted or remain unoccupied for a continuous period of fifteen (15) days without previous notice to the Company, the Company shall have the right to enter upon the Premises as agent of the Client. At its option, the Company may repossess the Premises, without incurring any liability to the Client and granting the right of reimbursement to the Company for costs of repossession and returning the Premises as at its original state, ordinary wear and tear excepted. In such event, the occupancy shall be considered automatically terminated due to the fault of the Client.

PROHIBITION TO SUBLEASE – The Agreement is personal between the parties and is non-transferable. The Client shall not sublease any portion of the Premises or encumber the same without the prior written consent of the Company.

BREACH – Each of the covenants herein contained is part of the primary consideration for entering into the Agreement. If a breach of any one of the provisions is committed, then the Company may, at its own discretion immediately cancel and terminated the Agreement upon service of notice to the Client, without prejudice to the rights of the Company under the Agreement and the law.

NO EMPLOYER-EMPLOYEE RELATIONSHIP – There shall be no employer-employee relationship between the Company and the Client or the latter’s employees or Personnel.

NON-WAIVER - Failure of the Company to insist on the strict compliance, observance and performance on any option or right herein stipulated shall not be construed as abandonment, waiver or cancellation of such covenant or option, it being understood that the same shall continue to be in full force and effect. No waiver by the Company shall be deemed to have been made unless expressed in writing and signed by its authorized contract signatories.

NO CORRUPT PRACTICES - The Client warrants that neither it nor its representatives have offered any government and/ or Company official/officer/ employee any consideration, commission or bribe for this Agreement nor has its representatives exerted or utilized any corrupt or unlawful influence to secure or solicit this Agreement for any consideration or commission. The Company adheres to laws prohibiting corrupt practices including the US Foreign Corrupt Practices Act and the Anti-bribery legislation of the UK and thus reserves the right to expel permanently any employee or agent of Client found to be offering bribes or facilitation money to any Company employee directly or through the Client’s truckers and brokers or its agents or representatives.

AMENDMENT - Any amendment and/or modification of any of the terms and conditions of the Agreement shall be in writing, duly signed by the authorized representatives of the parties.

SEPARABILITY - If any of the provisions of this Agreement shall be declared void or illegal, the validity of the other provisions and of this Agreement shall not be affected or impaired thereby.

GOVERNING LAW AND VENUE OF SUIT - The Agreement shall be governed by Philippine law. Any dispute arising from the Agreement shall be filed within the proper courts of the City of Manila, to the exclusion of all other courts.