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    STARCARD RETAILER AGREEMENT

    RECITALS:

    CHEVRON is primarily engaged in the business of distribution and marketing of petroleum products, and as part of its marketing strategy to ensure continuous expansion in the fleet segment, it issues Caltex STARCARD Fleet Cards and Caltex StarCash to selected customers which are acceptable only in Caltex participating retail stations for the purchase of fuels and other petroleum products, vehicle maintenance services and items from convenient stores (where applicable);

    RETAILER is duly licensed to engage in business of sale of goods, merchandise and services under the Caltex retailership system, and desires and is willing to honor the Caltex STARCARD Fleet Cards and Caltex StarCash as payment for purchases of Caltex products and services from its retail stations.

     

    TERMS AND CONDITIONS:
    1. DEFINITION. The following terms used in this Agreement shall have the following meanings:
      1. "STARCARD" as used herein shall mean a valid and unexpired Fleet Management Card issued by CHEVRON to designated employees of a Corporate Account pursuant to the Caltex STARCARD Agreement or other similar agreements, which may be used as mode of payment for the purchase of Products and/or Services from any Authorized Caltex Retail Station.
      2. "User Specific Caltex STARCARD" refers to the STARCARD intended for and issued to a specific Cardholder or motorist designated by a Corporate Account of CHEVRON. This type of STARCARD is non-transferable and the use of such shall be limited to its sole user whose name is embossed on the face of the card. The User Specific Caltex STARCARD may be used in conjunction with any vehicle for payment of products and/or services from any authorized Caltex RETAILER so long as the intended Cardholder is the one transacting. The User Specific Caltex STARCARD shall bear a unique card number and the Cardholder signature shall be required for validity in and for each and every transaction.
      3. "Vehicle Specific Caltex STARCARD" refers to the STARCARD intended for and issued to a specific company vehicle owned or authorized by the Corporate Account of CHEVRON. The use of this type of STARCARD shall be limited to the vehicle whose make, model and registration number is embossed on the face of the card. For a Vehicle Specific Caltex STARCARD, a Vehicle Specific Caltex STARCARD shall be provided for each vehicle. The Vehicle Specific Caltex STARCARD shall bear a unique card number, Cardholder signature and the actual presence of the vehicle listed in the card in the station shall be required for validity in each and every transaction.
      4. "StarCash Card" as used herein shall mean a valid and unexpired CHEVRON issued pre-paid card which may be used as mode of payment for the purchase of Products and/or Services from any Authorized CHEVRON Caltex RETAILER.
      5. "SavePlus Card" as used herein shall mean a valid and unexpired CHEVRON issued privilege card which may be used to avail benefits and discounts for the purchase of Fuels and Lubricant Products from any Authorized CHEVRON Caltex RETAILER. The SavePlus card cannot be used in conjunction with StarCard, StarCash and ongoing discount at the retail station and Loyalty Partners.
      6. "Cardholder", shall mean the assigned user of Caltex STARCARD as designated by CHEVRON Corporate Account or a holder of a StarCash Card and SavePlus Card.
      7. "Sales Drafts" a manual, machine and/or electronically printed Sales Draft evidencing point of sale to the Cardholder, issued by an Authorized RETAILER at the time of the purchase and charge of the Products and/or Services to the STARCARD StarCash or Saveplus, which shall constitute proof of the consummation of a sale made on credit by the RETAILER to the Cardholder.
      8. "Net Deposit of RETAILER" shall refer to the amount which is required to be paid by CHEVRON to the RETAILER in the manner provided under Section (6) hereof which is equivalent to the Total Credit Sales as indicated in the RETAILER Statement less: (i) any credit/refunds or discounts granted by the RETAILER to a Cardholder, if any is shown on the RETAILER Statement, and (ii) the discount due to CHEVRON equivalent to ______________ (____%) of Total Credit Sales; and (iii) any amount charged back to RETAILER pursuant to the terms of this Agreement.
      9. "Authorization" The authorization contemplated herein takes the form of an electronic authorization code number obtained from CHEVRON Host by the RETAILER through the POS, enabling the sales transaction to be completed.
      10. "Telephone-Authorization" refers to the approval required to be obtained by RETAILER by telephone from CHEVRON RETAILER Helpdesk before a STARCARD or StarCash transaction may proceed, provided, that, such telephone authorization shall only be required if the POS Terminal situated at the RETAILER site generates a "Please Call Card Center" or "Refer to Card Center" response, or the STARCARD network is experiencing a down time, or a POS Terminal did not function during sale or has not been installed in the business premises of the RETAILER.
      11. "Multiple Purchases" shall mean two or more purchases made by a Cardholder through the use of the same STARCARD/StarCash in the same establishment on the same day or on consecutive days.
      12. "Suspicious Purchases" for STARCARD shall mean purchases made by a Cardholder with doubtful motive or under suspicious circumstances with respect to the amount, volume, nature and character of goods, merchandise and/or services purchased in relation to the person or business of the Cardholder, including but not limited to multiple purchases, split sales, use of STARCARDs bearing different vehicle data, cardholder names, signatures on Sales Drafts which appear to be different from the signature on the STARCARD, invalid PIN entries, transactions with no, dubious or invalid odometer readings reflected in the STARCARD customer reports and transactions in excess of the prescribed daily and/or monthly transaction and peso limit, cardholders’ signature varies from one STARCARD Sales Draft to another, a sudden increase or unusual amount of STARCARD transactions by the same Cardholder with the RETAILER, or the natural features of the Cardholder do not appear to match the name or evident nationality or citizenship of the person whose name appears on the STARCARD and other similar circumstances that a reasonably prudent man would consider as suspicious or dubious. For StarCash purchases, suspicious purchases shall refer to circumstances that would render a reasonable person to suspect that the StarCash or SavePlus Card has been tampered with. Suspicious purchases made by the Cardholder, if allowed by the RETAILER, shall be considered fraudulent transactions and, therefore, constitute prima facie evidence of fraud and deceit on the part of RETAILER for purpose of litigation and subject to the Chargeback provisions of this Agreement.
      13. "Chargeback" shall mean the process by which CHEVRON will charge to RETAILER the amount of STARCARD/StarCash/SavePlus Sales Drafts which have been paid by CHEVRON under such circumstances or situations as are provided under Section 3.13 of this Agreement or is otherwise under dispute by a Cardholder.
      14. "POS"refers to the Point-of-Sale and the Electronic Draft Capture (EDC) terminal which may be installed in business premises of qualified RETAILERs for use as card verification machines. Swiping of the STARCARD/StarCash/SavePlus through the POS terminal, as required if one has been installed in a RETAILER’s premises, shall take the place of CHEVRON’s authorization as defined under paragraph (1) (h) above.
      15. Products means all available items offered by RETAILER in its retail stores and any other items approved by CHEVRON from time to time and offered for sale by an Authorized RETAILER for purchases using STARCARD/StarCash/SavePlus.
         
    2. EFFECTIVITY AND TERMINATION.
      1. This Agreement shall become effective immediately upon execution hereof by both Parties and shall remain in full force and effect unless and until terminated by the Parties as may hereinafter be provided. Termination of the pertinent Chevron Retail Fuel Supply Agreement or Chevron Branded Marketer Agreement shall likewise result in the termination of this Agreement.
      2. Chevron may, at any time and for any cause, terminate this Agreement upon sixty (60) days prior written notice to the other party; Provided, that, all obligations incurred or existing and all rights vested or accrued under
      3. In the event of breach by either Party of any of the terms, conditions, covenants and/or undertakings under this Agreement, and such breach has not been cured or remedied by the breaching party within fifteen (15) days from receipt of written demand from the non-breaching Party, the non-breaching party may terminate this Agreement with immediate effect upon receipt by the breaching Party of the written notice of termination.
      4. In the event that RETAILER decides to dispose of or discontinue its business or transfer to another location, RETAILER shall give CHEVRON at least sixty (60) days prior written notice of such disposition/termination of business. Upon the expiration of the sixty (60) day period, this Agreement shall automatically be deemed terminated and the provisions of Section (2.5) below shall apply.
      5. In the event of termination of this Agreement, RETAILER shall immediately: (i) return to CHEVRON all materials pertaining to the STARCARD/StarCash/SavePlus program including, but not limited to, Sales Drafts, Credit drafts, STARCARD applications, StarCash Purchase Order Forms, advertising materials, POS terminals/EDC machines and other supplies owned/furnished by CHEVRON; (ii) remove all STARCARD decals and signs from its business premises; and (iii) cease using, for any purpose, any of the supplies above stated and services marks as described above.
         
    3. OBLIGATIONS OF THE RETAILER.
      1. Commencing on the date hereof, RETAILER shall honor without any extra charge any valid STARCARD/StarCash/SavePlus properly tendered by a Cardholder pursuant to the provisions herein. Upon presentation to RETAILER of a STARCARD/StarCash/SavePlus by a Cardholder, for the purpose of charging the Cardholder’s purchase of RETAILER’s Products and/or Services, RETAILER shall check the physical features and condition of the STARCARD/StarCash/SavePlus to determine its authenticity according to its format, and its validity and acceptability by checking the Card number, expiry date card’s product selection, cardholder name or vehicle make, model and registration number.
      2. In the event any discrepancy is found on the STARCARD/StarCash/SavePlus after conducting the foregoing checks, or upon previous advice by CHEVRON; or upon any other facts that would indicate that the STARCARD/StarCash/SavePlus is of dubious or suspicious origin, the RETAILER shall not honor the presented STARCARD/StarCash/SavePlus for purchases of Products or Service. The RETAILER shall, when possible, immediately confiscate the presented STARCARD/StarCash/SavePlus and notify Chevron Customer Service Center . RETAILER shall likewise refuse acceptance of STARCARDs/StarCash/SavePlus Cards with signs of alteration or tampering. If RETAILER so honors the STARCARD/StarCash/SavePlus despite such signs of discrepancies or upon suspicious or dubious circumstances, it shall bear the cost of such transaction, or in the event the same has been paid by CHEVRON, the value of the same may be charged back to the RETAILER in the manner set forth in 6.2 below.
      3. In processing a sales transaction for STARCARD, the RETAILER is under obligation at all times to acquire an Authorization Code from CHEVRON Authorization Center via POS Terminal (on-line) or Telephone (off-line) for all STARCARD transactions, whether the StarCard Network status is on-line or off-line. RETAILER shall observe strict compliance to the POS terminal response at all times.
      4. In the event that the signatures in the STARCARD and the Sales Draft are different, RETAILER shall obtain the telephone authorization as provided in paragraph (1j) hereof prior to the completion of transaction. RETAILER shall follow instructions provided for by the Caltex-STARCARD RETAILER Help Desk. The Cardholder’s copy of the Sales Draft shall be given to the Cardholder, either prior to or upon the delivery of the purchased goods or merchandise, or at the time the services are rendered.

        1. In all instances where the total amount of all the STARCARD transactions of a Cardholder with the RETAILER on a particular day exceeds the credit limit of a STARCARD Account, and in all other instances when Authorization is required hereunder, RETAILER shall secure prior authorization therefor, from CHEVRON’s Authorization Center. If CHEVRON approves the request, RETAILER may complete only one Sales Draft for the total transaction amount, provided that CHEVRON’s authorization code shall be indicated in the appropriate space provided on the Sales Draft
        2. For purposes of this Agreement, an Authorization is only valid and binding as against CHEVRON if the request for authorization was initiated by RETAILER and the corresponding authorization code, if the transaction is approved by CHEVRON, shall have been given by CHEVRON immediately, during the same processing of the STARCARD transaction via swiping on a POS terminal or telephone call. RETAILER in processing STARCARD transactions of any amount, shall at all time, initiate acquisition of an authorization code via swiping on a POS terminal or telephone call for Authorization, any other process of securing Authorization shall be considered spurious.
      6. When charging the purchases to the STARCARD, the RETAILER shall process the STARCARD transaction by swiping the STARCARD in the POS Terminal and keying in the transaction amount, products/services purchased and vehicle odometer reading in the POS Terminal.
      7. The RETAILER shall generate in TRIPLICATE a completed Sales Draft including the name of cardholder/vehicle make, model and registration number, the STARCARD account number, expiration date of the STARCARD, vehicle odometer reading, products/services purchased, date of transaction, and the total price of transaction. RETAILER shall obtain the signature of the Cardholder and/or the vehicle make/model/plate number of the Cardholder in the appropriate space on the sales draft. For User Specific Caltex STARCARD, the RETAILER shall verify that such signature is similar to, identical with, or bears a reasonable resemblance to that appearing on the STARCARD. For Vehicle Specific Caltex STARCARD, the RETAILER shall verify that the vehicle make/model/plate number is the same as specified in the card.
      8. RETAILER shall maintain for one (1) year within its premises completed Sales Drafts. In case the Cardholder disputes a Sales Draft, RETAILER shall present other evidence to support the transaction/s covered by the disputed Sales Draft.
      9. RETAILER shall not complete a Sales Draft when only part of the amount due or the total purchase/sales price is written down on the Sales Draft except under the following circumstances:
        1. When the balance of the amount of sales is paid by the purchaser in cash or check at the time of transaction; or
        2. In case of deferred delivery whereby the Products and/or Services are to be delivered or performed at a later date and one Sales Draft represents a "deposit" and the second represent the "balance" of the purchase price, the latter Sales Draft being conditioned upon the delivery of the merchandise and/or completion of the service. In such cases, the RETAILER shall note on the Sales Draft the words "deposit" or "balance" as appropriate. The Sales Draft labeled "balance" shall not be presented to CHEVRON until the merchandise is delivered or the service is performed. Separate authorizations are required on "deposit" and "balance" parts of the transaction at the time of presentment, if that party exceeds the current and applicable Credit Limit. CHEVRON’s authorization of the "deposit" portion of the transaction shall bind or obligate CHEVRON to thereafter authorize the "balance" portion.
      10. In processing a sales transaction for StarCash, the RETAILER shall issue an on-line Electronic Draft Capture (EDC) Sales Draft from the POS/EDC card terminal.
        1. A StarCash card transaction is deemed legitimate and completed only if the POS/EDC card terminal issues an approved on-line StarCash Sale transaction slip.
        2. Refund and/or Void StarCash card transactions are not allowed. Any errors which may occur during key-in of the product and amount shall be the sole responsibility of the RETAILER.
        3. In the event of a system downtime, POS/EDC card terminal breakdown or inability of the RETAILER to process an on-line StarCash card transaction, the RETAILER agrees to refuse acceptance of a StarCash card transaction. Should a RETAILER perform a manual transaction, whether or not a voice approval is obtained from a CHEVRON representative, CHEVRON reserves the right to reject any claim for payment by the RETAILER.
      11. In processing SavePlus transactions, the RETAILER shall issue an on-line Electronic Draft Capture (EDC) Sales Draft from the POS/EDC card terminal.
        1. Transactions made with the use of SavePlus Card cannot be paid with StarCard and Starcash.
        2. Transactions made with the use of SavePlus Card cannot be used in conjunction with other discounting scheme and cannot earn loyalty points.
        3. SavePlus cards are valid at all StarCard Accepting Caltex except Caltex stations located in Landers Superstores unless otherwise specified by Chevron
        4. In the event of a system downtime, POS/EDC card terminal breakdown or inability of the RETAILER to process an on-line SavePlus card transaction, the RETAILER agrees to refuse acceptance of the SavePlus card transaction. Should a RETAILER perform a manual transaction, whether or not a voice approval is obtained from a CHEVRON representative, CHEVRON reserves the right to reject any reimbursement claims.
      12. All Sales Drafts tendered to CHEVRON by RETAILER shall represent obligations of the Corporate Account of CHEVRON in the amount set forth thereon for Products purchased and/or Services rendered and shall not represent another extension of credit. RETAILER shall indemnify and hold CHEVRON free and harmless from any claim or suit relating to any Sales Draft paid for by CHEVRON as may be made by way of defense, dispute, offset, counterclaim or affirmative action of STARCARD/StarCash Cardholder or a Corporate Account of CHEVRON. RETAILER represents that as of the date any Sales Draft is tendered to CHEVRON, RETAILER has no knowledge or notice that would impair the validity of the Sales Draft or its collectibility.
      13. RETAILER shall be responsible for the daily settlement of all POS Terminals issued within its premises and the timely presentment of manual Sales Drafts to CHEVRON for Cardholder billing.
      14. If RETAILER’s failure to make timely presentment of a manual Sales Draft should result in an error in a Cardholder’s billing (in the case of STARCARD) or in CHEVRON’s imposition of a finance charge and/or late payment charge which would not have been otherwise imposed, RETAILER shall reimburse CHEVRON for any expense thereby incurred, including but not limited to the amount of any such refund.
      15. RETAILER shall repay to CHEVRON the total amount of Net Deposit corresponding to the face amount of Sales Drafts which have already been paid for by CHEVRON to RETAILER, in the event such Sales Drafts paid for by CHEVRON pertain to transactions described below:
        1. Sales Drafts issued for goods or merchandise purchased which were subsequently returned to and accepted by RETAILER whether or not a credit advice has been delivered to CHEVRON.
        2. Any sales transaction which exceeded the Floor Limit without Authorization having been obtained from and given by CHEVRON; or the Sales Draft reflects an invalid authorization code number.
        3. The Sales Draft has been altered, erased or proven by Cardholder to have been drawn fraudulently or fictitiously and without his/her authority.
        4. The Sales Draft is illegible, incomplete, unsigned, or belongs to a card issuer other than those authorized by CHEVRON, or the STARCARD was not imprinted on the Sales Draft.
        5. The Sales Draft pertains to a sales transaction disputed by the Cardholder or the Cardholder disputes the amount covered by Sales Draft.
        6. The Sales Draft is fictitious, overdue, or otherwise intended to obtain cash from RETAILER without sales and delivery of goods merchandise or services.
        7. The Sales Draft was issued for sales of goods, merchandise, services, or any other use of the STARCARD which constitutes or would involve a violation of law or the rules or regulations of any government agency.
        8. Two or more separate Sales Drafts were issued for a single sales transaction, indicating either a Multiple Purchase or Split Sale, as defined in Section (1), intended to dispense with Authorization.
        9. Sales Drafts issued for transactions made or concluded before the validity date or after the expiry date of the STARCARD/StarCash/SavePlus presented for payment.
        10. The Sales Draft pertains to a sales transaction with a Cardholder who presented a STARCARD/StarCash/SavePlus which is included in the warning notice provided to RETAILER by CHEVRON.
        11. The Sales Draft issued does not contain Cardholder’s signature or card number or it does not appear that RETAILER exercised reasonable diligence in verifying that the purchaser presenting the STARCARD is the authorized signatory and the named Cardholder, or the Sales Draft indicates a Suspicious Purchase.
        12. A sales transaction which was imposed an extra charge contrary to the provisions of Section (2) of this Agreement.
      16. RETAILER shall retain or withhold a STARCARD/StarCash presented or tendered for payment by Cardholder when so requested by CHEVRON. While RETAILER shall use its best efforts to retrieve and retain such STARCARD/StarCash, it is not thereby authorized to commit breach of the peace or to cause any injury to persons or damage to property.
      17. Solely for purposes of increasing cardholder’s awareness of RETAILER’s acceptance of the STARCARD/StarCash/SavePlus, RETAILER shall, to the extent possible, prominently display promotional materials provided by CHEVRON in its business premises.
      18. In the acceptance and processing of STARCARD/StarCash/SavePlus transactions, RETAILER reimbursement and reconciliation, RETAILERS shall at all times adhere to the directives provided for in the Caltex-STARCARD/StarCash/SavePlusRETAILER Guide. RETAILER shall be furnished a copy of the STARCARD/StarCash/SavePlus RETAILER Guide, and RETAILER agrees to be bound by and comply with all the provisions of such STARCARD/StarCash RETAILER Guide. RETAILER shall likewise ensure that its employees and personnel adhere to and comply with the provisions of the STARCARD/StarCash RETAILER Guide.
      19. RETAILER shall issue VAT invoices in favor of Chevron representing all transactions of Corporate Accounts using the STARCARD in the Caltex station operated by RETAILER for the quarter. Each invoice for the quarterly transactions shall be submitted by RETAILER to Chevron on or before the 15th day of the month following the end of the quarter. CHEVRON may require compliance by RETAILER with this requirement as a condition for payment under 4.1 below
      20. RETAILER shall share in the discounts granted to specified strategic STARCARD accounts as may be determined by CHEVRON, at rates below unless otherwise revised by CHEVRON
        Product Retailer Discount Share
        Platinum 95R E10 with Techron Php 1.00/liter
        Silver 91R E10 with Techron Php 1.00/liter
        Diesel with Techron-D Php 0.50/liter
        The discount share shall automatically be deducted from the total sale amount for each transaction.
         
    4. RIGHTS OF RETAILER.
      1. RETAILER shall have the right to be paid the amount of the Net Deposit corresponding to the Sales Draft purchased by CHEVRON, in the manner provided under Section 5.2. below.
      2. RETAILER may request for the following services from CHEVRON, for reasonable administrative cost:
        • Accreditation of other Retail outlets
        • Processing of updates on RETAILER records and account
        • Orientation of RETAILER staff on STARCARD/StarCash acceptance, processing and reimbursement procedures, POS/EDC operation, Risk Management and other STARCARD updates.
        • STARCARD/StarCash supplies (Sales Drafts, POS/EDC Thermal Paper, RETAILER Guides, etc.) advertisement paraphernalia (stickers, standee, etc.) and signage.
        • POS/EDC Terminal servicing and maintenance
        • Immediate resolution to RETAILER concerns on STARCARD/StarCash. (disputed transaction, RETAILER reimbursement, RETAILER complaints, etc.)
        • RETAILER visits, servicing and maintenance
           
    5. OBLIGATIONS OF CHEVRON.
      1. CHEVRON shall purchase from RETAILER, without recourse, and RETAILER shall sell and assign to CHEVRON, all valid STARCARD/StarCash Sales Drafts of bonafide Cardholders which meet the strict conditions stated in this Agreement at a discount expressed as percent of the face value of the said sales Drafts, to be subsequently agreed upon by the Parties OR to be subsequently determined by CHEVRON. For this purpose and specifically for manual or off-line Sales Drafts, RETAILER shall deliver directly to CHEVRON all valid Sales Drafts issued within three (3) days, but in no case later than seven days (7) days from the date reflected on the Sales Drafts.
      2. CHEVRON shall settle the full amount of the Net Deposit of RETAILER through any of the following modes: (i) auto-credit the full amount of the Net Deposit of RETAILER to the current or savings account of the RETAILER with Caltex-STARCARD accredited Bank/Payment facility or, (ii) issue a check for such amount payable to RETAILER, in the absence of any RETAILER account with Caltex-STARCARD accredited Bank/Payment facility, or (iii) off-setting of any amount owing from the RETAILER in it’s CHEVRON SAP account, if any. The discounted purchase price of valid Sales Drafts is a component of Net Deposit of RETAILER, as defined under paragraph 1(f) of this Agreement.
      3. If the average billings generated by a RETAILER would justify the installation of Point-of-sale ("POS") terminals and/or Electronic Draft Capture ("EDC") machines in the business premises of the RETAILER, CHEVRON may, on its own or through a third-party supplier, provide such terminal(s)/machine(s) and supplies in relation thereto, upon RETAILER’s request. Such POS terminals and EDC machines shall be used by RETAILER subject to terms and conditions as may be agreed upon by the Parties, including but not limited to an agreement for the payment of rent and/or service fees to CHEVRON or to the third-party supplier. POS terminals and/or EDC machines installed in the RETAILER’S premises shall remain the property of CHEVRON or the third-party supplier and shall be returned upon the termination of this Agreement. RETAILER agrees to pay CHEVRON or the third-party supplier the reasonable value of unreturned, damaged or lost POS terminals and EDC machines and supplies.
        RETAILER shall not have any claim against Chevron in respect of any act, omission or negligence of any supplier or any provider of maintenance services for the POS terminals and EDC machines. RETAILER shall indemnify and hold Chevron harmless against all liability, costs and expenses of any kind whatsoever suffered or incurred by Chevron arising out of or in connection with all loss or damage suffered to the POS terminals and/or EDC machines or the use or operation of the POS terminals and/or EDC machines by the RETAILER save to the extent that such liability, cost or expense has arisen by reason or as a consequence of the gross negligence or fault of Chevron
         
    6. RIGHTS OF CHEVRON.
      1. CHEVRON shall have the sole right to receive payments on Sales Drafts purchased by CHEVRON and delivered to it by the RETAILER pursuant to Section (5) above and RETAILER agrees not to sue or make any collections thereon, provided, however, that the RETAILER shall have the right to collect from the STARCARD Cardholders the Corporate Account concerned, as the case may be, the amounts contained in Sales Drafts which have already been actually charged back to the RETAILER by CHEVRON pursuant to Section 3.14 above
      2. For purposes of collecting the amount due from RETAILER under paragraph 3.14 above, CHEVRON, upon appropriate written notice or explanation for the need for repayment from RETAILER, may: (i) chargeback RETAILER’s SAP account with CHEVRON, if any; (ii) automatically set-off the same from the amount of incoming/subsequent Sales Drafts, or (iii) defer, payment of the current Sales Drafts presented for payment until the amount due herein is fully repaid. Alternatively, CHEVRON may directly bill RETAILER for the amount due, payable immediately.
      3. CHEVRON may examine and verify at any reasonable time all the records of RETAILER pertaining to Sales Drafts delivered to CHEVRON hereunder, provided at least one (1) day’s prior written notice is served upon RETAILER.
    7. MISCELLANEOUS PROVISIONS.
      1. Notices. All notices permitted or required under this Agreement shall be sent by regular mail to the respective addresses of the parties given above, unless notification in writing of change of Address has been given to and was received by the other party.
      2. Entire Agreement. This Agreement constitutes the binding agreement between the Parties and represents the entire agreement between the parties and supercedes all prior agreements relating to the subject matter contained herein.
      3. Binding Effect. This Agreement shall be binding upon the Parties hereto, and their successors or assigns.
      4. Amendment. Any amendment to any of the terms and conditions of this Agreement shall be effective only upon the written conformity of the Parties hereto.
      5. Severability. If any provisions of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unacceptable, all other provisions of this Agreement shall not be affected and shall remain binding and in full force and effect.
      6. Assignment. Neither Party shall sell, transfer, or assign this Agreement or the rights or obligations hereunder, without the prior written consent of the other Party, such consent not be unreasonably withheld or delayed.
      7. No Conflict. RETAILER warrants that it has not given, nor has promised to give any gift or other form or valuable consideration to any officer, director, employee or agent of CHEVRON as an inducement for the execution of this Agreement or to influence any provision hereof and shall permit CHEVRON or any of its authorized representatives or auditors to audit the pertinent records of RETAILER pertaining to this Agreement during the effectivity of this Agreement and for a period of 24 months after its expiration/termination.
      8. Data Protection. RETAILER will process all Personal Data it processes on behalf of CHEVRON, if any, in accordance with all applicable laws and CHEVRON’s reasonable requests with respect to protecting Personal Data, including but not limited to: restricting employee and agent/Subsupplier access to Personal Data, following Company’s instructions in connection with processing Personal Data, not disclosing Personal Data to any third party without CHEVRON’s written permission, applying appropriate security measures to protect Personal Data, and deleting any Personal Data in its possession or control at the expiry or termination of this Contract unless otherwise agreed between the Parties. In the event of any unauthorized, unlawful, and/or unintended processing, access, disclosure, exposure, alteration, loss, or destruction of Personal Data, RETAILER will immediately notify CHEVRON and cooperate with CHEVRON’s reasonable requests to investigate and remediate such incident and provide appropriate response and redress.
      9. Data Privacy. The Retailer will comply with all reasonable requests of Chevron with respect to protecting personal data of Chevron employees, customers, and suppliers that Retailer receives in connection with the performance of this Agreement, including but not limited to following Chevron’s instructions in connection with processing such personal data; implementing adequate security measures to protect such personal data; not disclosing such personal data to any third party without Chevron’s written permission; and complying with all applicable data privacy laws.
        Chevron will request for certain information from the RETAILER in order to update their record for StarCard. Such information may include personal data or information that can identify an individual directly or indirectly (e.g. contact details, tax identification number and bank information). CHEVRON assures that such information will only be shared with members within Card Marketing and Retail District teams and shall be used to
      10. Judicial Proceedings.In case CHEVRON is compelled to engage the services of counsel for the protection of its interests or enforcement of its rights under this Agreement, RETAILER hereby agrees to pay attorney’s fees equivalent to 25% of the amount claimed, or in no event less than P100,000.00 aside from costs of collection and/or litigation.
        Venue of all actions arising from this Agreement shall be brought to the proper courts in the City of Makati.