Effective: August 6, 2026
1. General
1.1. These Terms and Conditions of Sale ("Terms") govern all quotations, requests for quotations, orders, purchases, sales, deliveries, and related services provided by Devcophil Industrial Sales, Inc. ("Devcophil") through its website, www.devcophil.com, and through all other authorized sales channels.
By submitting a request, placing an order, purchasing products, or otherwise transacting with Devcophil, the Customer acknowledges that they have read, understood, and agreed to be bound by these Terms and Conditions of Sale.
1.2. Devcophil operates as both a B2B and B2C supplier of industrial products, equipment, materials, and related business essentials. The Website is intended for use by corporate entities, government agencies, educational institutions, organizations, and individual consumers.
1.3. All product descriptions, specifications, illustrations, photographs, dimensions, technical data, pricing, availability, and other information published on the Website or in any catalog, brochure, quotation, or marketing material are provided for general reference only. While Devcophil endeavors to ensure the accuracy of such information, it does not warrant that the information is complete, accurate, current, or free from errors.
Product specifications and designs may be changed by manufacturers without prior notice. Any such information shall not constitute a representation, warranty, or contractual obligation and shall not form part of any contract between Devcophil and the Customer. Devcophil shall not be liable for any typographical errors, omissions, inaccuracies, or changes in product information.
1.4. Devcophil reserves the right to amend, revise, modify, replace, or update these Terms and Conditions of Sale at any time, without prior notice. Any amendments shall become effective immediately upon publication on the Website, unless otherwise stated. Customers are encouraged to review these Terms periodically before placing an order. Continued use of the Website or continued transactions with Devcophil following the publication of any amendments shall constitute the Customer's acceptance of the revised Terms.
Definitions and Interpretation
For the purposes of these Terms and Conditions of Sale, the following terms shall have the meanings set forth below unless the context otherwise requires:
2.1. "Company" means any corporation, partnership, sole proprietorship, cooperative, government agency, non-government organization, institution, or other legal entity duly organized or existing under applicable laws and engaged in commercial, industrial, professional, or business activities.
2.2. "Contract" means the legally binding agreement between Devcophil and the Customer for the purchase, sale, supply, and delivery of Products and/or related Services. A Contract may consist of these Terms and Conditions of Sale together with the accepted quotation, Purchase Order, Sales Order, Order Confirmation, invoice, or any other document expressly incorporated by reference.
2.3. "Corporate Customer" means any Company or other legal entity that purchases Products or Services from Devcophil for use in its business operations, manufacturing processes, maintenance activities, resale, or other commercial purposes.
2.4. "Credit" means a payment arrangement approved by Devcophil whereby a Customer is permitted to purchase Products or Services before payment becomes due, subject to the Customer's approved credit terms and compliance with these Terms.
2.5. "Customer" means any Corporate Customer or Private Individual Customer who purchases, orders, or otherwise enters into a Contract with Devcophil.
2.6. "Custom-Fabricated Products" means Products that are manufactured, fabricated, assembled, modified, machined, cut, or otherwise specially produced in accordance with the Customer's specifications or requirements.
2.7. "Devcophil" means Devcophil Industrial Sales, Inc., a corporation duly organized and existing under the laws of the Republic of the Philippines, including its successors and permitted assigns.
2.8. "Devcophil Guarantee" means the warranty or guarantee provided by Devcophil as set forth in Clause 11 of these Terms.
2.9. "Devcophil Platform" means the official Devcophil website, www.devcophil.com, and any other online platform, application, or digital sales channel owned or authorized by Devcophil through which Customers may browse, request quotations, purchase Products, or access related Services.
2.10. "ITB" means an Invitation to Bid issued by a government agency, private organization, or other procuring entity inviting suppliers to submit bids or proposals.
2.11. "Loss" means any loss, damage, liability, claim, demand, cost, expense, penalty, charge, or obligation, whether direct, indirect, incidental, consequential, special, or otherwise, including reasonable legal fees and expenses, except where prohibited by applicable law.
2.12. "Non-Standard Products" means catalog or non-catalog Products requiring special processing, customization, modification, assembly, packaging, testing, certification, labeling, or any other secondary process requested or approved by the Customer.
2.13. "Online Order" means an order submitted electronically by a Customer through the Devcophil Platform or any other electronic ordering system authorized by Devcophil.
2.14. "Order" means an Online Order, Purchase Order, or any other written or electronic request submitted by a Customer for the purchase, supply, or delivery of Products or Services.
2.15. "Price" means the price quoted by Devcophil in its quotation, Devcophil Platform, price list, proposal, or any other written communication issued by Devcophil, subject to applicable taxes, freight charges, duties, and other charges unless expressly stated otherwise.
2.16. "Private Individual Customer" means a natural person who purchases Products or Services from Devcophil for personal, household, educational, or non-commercial use and who does not act on behalf of a Company or other legal entity.
2.17. "Products" means all goods, equipment, materials, components, spare parts, consumables, and other items offered for sale by Devcophil, including any related Services, accessories, documentation, or software supplied in connection therewith, where applicable.
2.18. "RFQ" means a Request for Quotation, being a request issued by a Customer inviting Devcophil to submit pricing and commercial terms for specified Products or Services.
2.19. "Purchase Order" or "P.O." means a written or electronic document issued by the Customer authorizing the purchase of specified Products or Services, setting out the applicable product descriptions, quantities, specifications, prices, delivery requirements, payment terms, and other relevant commercial conditions.
2.20. "Terms and Conditions of Sale" or "Terms" means these Terms and Conditions of Sale, including any schedules, annexes, policies, amendments, or revisions issued by Devcophil from time to time.
2.21. Interpretation. Unless the context otherwise requires:
(a) words importing the singular include the plural, and vice versa;
(b) references to one gender include all genders;
(c) headings are for convenience only and shall not affect the interpretation of these Terms;
(d) references to any law or regulation include any amendment, replacement, or re-enactment thereof; and
(e) the words "including", "includes", and "such as" shall be construed to mean "including without limitation."
3. Prices
3.1. Unless otherwise expressly agreed in writing by Devcophil, the Price payable for the Products shall be the Price published on the Devcophil Platform at the time the Customer places an Order or requests a quotation. Prices published on the Devcophil Platform are subject to change at any time without prior notice. However, any accepted quotation or confirmed Order shall remain valid for the period stated therein, unless otherwise specified.
In the event of any inconsistency or conflict between the Prices displayed on the Devcophil Platform and those appearing in any printed catalog, brochure, advertisement, price list, or other marketing material, the Prices published on the Devcophil Platform or those stated in Devcophil's written quotation shall prevail.
3.2. Devcophil may, at its sole discretion, offer discounts, promotional pricing, rebates, or special commercial terms for bulk purchases, long-term supply agreements, government procurements, or other qualifying transactions. Any such discount or promotional offer shall apply only to the specific Order for which it is granted and shall not create any continuing entitlement for future purchases.
3.3. Unless otherwise expressly stated, all Prices displayed on the Devcophil Platform or contained in quotations are quoted in Philippine Pesos (PHP). Prices may be stated as either inclusive or exclusive of Value-Added Tax (VAT) and any other applicable taxes, duties, freight charges, insurance, customs fees, handling charges, or similar costs. The applicable quotation, invoice, or sales document shall clearly indicate whether VAT and other charges are included or excluded.
3.4. Where a Customer requests any modification to the specifications, quantity, design, dimensions, materials, packaging, delivery schedule, or any other requirement after Devcophil has accepted an Order, Devcophil reserves the right to revise the Price, delivery schedule, and other applicable commercial terms. Any additional costs arising from such modifications shall be borne solely by the Customer and may be invoiced separately.
3.5. Unless expressly included in Devcophil's written quotation or Contract, the quoted Price covers only the supply and delivery of the Products. Installation, assembly, commissioning, testing, calibration, training, supervision, maintenance, technical support, and any other on-site or after-sales services are not included and shall be subject to separate quotation and additional charges.
3.6. Quotations issued by Devcophil are valid only for the period expressly stated therein. If no validity period is specified, the quotation shall remain valid for thirty (30) calendar days from the date of issuance, unless earlier withdrawn, revised, or superseded by Devcophil in writing.
3.7. Devcophil reserves the right to adjust Prices prior to Order acceptance if there is an increase in the cost of raw materials, foreign exchange fluctuations, import duties, freight charges, taxes, government-imposed fees, supplier pricing, or other factors beyond Devcophil's reasonable control. No Price adjustment shall apply to Orders that have already been accepted by Devcophil, unless the adjustment results from a Customer-requested change or is otherwise agreed upon in writing by the parties.
4. Quotations
4.1. Customers may submit product inquiries, Requests for Quotation (RFQ), Invitations to Bid (ITB), technical specifications, drawings, bills of materials, and other supporting documents by email to sales@devcophil.com with the subject line "Request for Quotation (RFQ)" or "Invitation to Bid (ITB)." Customers may also submit inquiries through the General Inquiry in the Contact Us section of the Devcophil Platform or through any other communication channel authorized by Devcophil.
4.2. Upon receipt of an RFQ or ITB, Devcophil shall review the Customer's requirements and may issue a written quotation based on the information provided. Any quotation issued by Devcophil is subject to these Terms and Conditions of Sale and shall not constitute a binding Contract until accepted by the Customer and confirmed in writing by Devcophil.
4.3. If the Product requested by the Customer is unavailable, discontinued, obsolete, or otherwise cannot be supplied, Devcophil may, at its sole discretion, recommend an equivalent, substitute, upgraded, or comparable Product. The Customer shall be solely responsible for verifying that the proposed substitute Product meets its technical specifications, operational requirements, regulatory obligations, and intended application before placing an Order. Devcophil shall not be liable for the Customer's selection or use of any substitute Product unless expressly warranted in writing.
4.4. Devcophil may, at its sole discretion, offer discounts, promotional pricing, or special commercial terms based on factors including order quantity, project requirements, contract duration, customer relationship, or other commercial considerations. Any such discount or special pricing shall apply only to the specific quotation or Order for which it is granted and shall not create any obligation to extend similar pricing in future transactions.
4.5. Unless otherwise expressly stated in writing, all quotations issued by Devcophil shall remain valid for thirty (30) calendar days from the date of issuance. Upon expiration of the validity period, Devcophil reserves the right to revise or withdraw the quotation without prior notice.
4.6. All quotations are based on the information, specifications, quantities, and other details provided by the Customer. Any change in the Customer's requirements after the issuance of a quotation may result in revised pricing, lead times, product availability, or other commercial terms.
4.7. Devcophil reserves the right to correct any typographical, clerical, computational, pricing, technical, or administrative errors or omissions appearing in any quotation, proposal, acknowledgment, sales confirmation, invoice, catalog, or other commercial document. Such corrections may be made at any time prior to the acceptance of an Order or, where appropriate, after notification to the Customer. The existence of such an error shall not entitle the Customer to enforce the incorrect price or information.
4.8. Unless expressly stated otherwise in writing, quotations issued by Devcophil are provided solely for informational and commercial purposes and do not constitute a binding offer. A binding Contract shall arise only upon Devcophil's written acceptance of the Customer's Purchase Order or other Order, or upon the issuance of a Sales Order or Order Confirmation by Devcophil.
5. Ordering
5.1. Customers may place Orders by submitting a duly authorized Purchase Order (P.O.) to the assigned Devcophil Sales Representative or Account Executive by email, or through any ordering facility available on the Devcophil Platform. Upon receipt of an Order, Devcophil shall review and verify the Order. A Contract shall not be deemed concluded until the Order has been accepted and confirmed in writing by Devcophil. Following confirmation, Devcophil shall process the Order and coordinate the preparation, shipment, and delivery of the Products to the Customer's designated delivery location.
5.2. The Customer is responsible for ensuring the accuracy and completeness of every Order. Each Purchase Order shall clearly identify the applicable Devcophil Stock Number or Manufacturer's Part Number (if applicable), Product description, quantity, Unit of Measurement (UOM), unit price, and any other information necessary for the accurate processing of the Order.
5.3. Each Purchase Order shall include, at a minimum, the following information:
• Devcophil quotation number (if applicable);
• Complete Product description;
• Quantity and Unit of Measurement (UOM);
• Agreed unit price;
• Requested delivery date;
• Complete delivery address;
• Name and contact details of the authorized receiving representative;
• Telephone or mobile number;
• Email address; and
• Any special delivery instructions or project reference, where applicable.
Incomplete or inaccurate Purchase Orders may result in delays in processing or rejection of the Order.
5.4. Where a Customer places an Order after the expiration of a quotation, or where the Price published on the Devcophil Platform has changed, the Customer shall first obtain written confirmation from Devcophil regarding the current Price, Product availability, and delivery schedule before submitting the Purchase Order.
If the quoted Product is no longer available, has been discontinued, or its Price has changed, Devcophil may issue a revised quotation or decline the Order. Devcophil shall not be obligated to honor expired quotations or previously quoted Prices after the quotation validity period has lapsed.
5.5. For Custom-Fabricated Products, the Customer shall provide complete technical specifications, engineering drawings, dimensions, layouts, material specifications, performance requirements, and, where necessary, samples or reference Products. The Customer shall be solely responsible for the accuracy, completeness, and suitability of the information provided. Any additional costs or delays resulting from incomplete or inaccurate specifications shall be borne by the Customer.
5.6. Orders placed by the Customer shall be deemed final upon acceptance by Devcophil. If the Customer orders an incorrect Product, incorrect quantity, or incorrect specification, the provisions of Clauses 9 (Cancellation) and 10 (Returns) shall apply.
5.7. Devcophil reserves the right, at its sole discretion, to refuse, reject, suspend, or cancel any Order, in whole or in part, including but not limited to the following circumstances:
(a) the requested Product is unavailable, discontinued, or out of stock;
(b) the Product contains pricing, technical or clerical errors;
(c) the Customer has overdue accounts or fails to satisfy Devcophil's credit requirements;
(d) the Customer provides incomplete, inaccurate, or misleading Order information;
(e) compliance with applicable laws, regulations, sanctions, export controls, or government requirements prevents fulfillment of the Order; or
(f) any circumstance beyond Devcophil's reasonable control makes fulfillment of the Order impracticable.
Devcophil shall notify the Customer of any rejection or cancellation within a reasonable time after becoming aware of the relevant circumstances.
5.8. Where Devcophil rejects or cancels an Order for which payment has already been received, under these Terms or applicable law, within a reasonable period using the original method, Devcophil shall refund the amount paid by the Customer, less any charges permitted of payment or another mutually agreed method, unless otherwise agreed in writing.
5.9. Any request by the Customer to amend an accepted Order, including changes to Product specifications, quantities, delivery schedules, delivery addresses, or other Order details, shall be subject to Devcophil's prior written approval. Devcophil reserves the right to revise the Price, lead time, and other commercial terms resulting from such changes.
5.10. Acceptance of a Purchase Order by Devcophil does not constitute acceptance of any additional or conflicting terms contained in the Customer's Purchase Order or other procurement documents. Any such terms shall be of no force or effect unless expressly accepted in writing by an authorized representative of Devcophil.
6. Delivery
6.1. Unless the Customer has been granted approved Credit Terms by Devcophil, all Orders shall be subject to full payment in advance before the Products are released for shipment or delivery. Devcophil reserves the right to withhold delivery until payment has been received in cleared funds.
6.2. For Customers with approved Credit Terms, Devcophil shall issue the applicable Sales Invoice, Delivery Receipt, and other relevant shipping documents upon delivery of the Products. The Customer or its duly authorized receiving representative shall inspect the Products upon delivery and acknowledge receipt by signing the Sales Invoice and/or Delivery Receipt, indicating the printed name, signature, date, and time of receipt, where applicable.
The date indicated on the signed Sales Invoice and/or Delivery Receipt shall constitute the official date of delivery and acceptance for purposes of computing the applicable credit period and payment due date.
Where the Customer or its representative receives the original copies of the Sales Invoice and Delivery Receipt, the duplicate copy retained by Devcophil shall be marked "RECEIVED ORIGINAL COPY" and signed and dated by the receiving party.
6.3. Subject to Clause 5 (Ordering), Devcophil shall deliver the Products specified in the accepted Purchase Order to the delivery address designated by the Customer. Devcophil may engage independent carriers, freight forwarders, couriers, logistics providers, or other third-party service providers to perform the delivery on its behalf.
6.4. Any delivery date or lead time communicated by Devcophil is an estimate only unless expressly agreed in writing. While Devcophil shall use commercially reasonable efforts to deliver the Products within the estimated delivery period, Devcophil shall not be liable for any delay or failure in delivery resulting from circumstances beyond its reasonable control, including supplier delays, transportation disruptions, force majeure events, customs clearance, government actions, or other unforeseen events.
Any delay in delivery shall not entitle the Customer to reject the Products, cancel the Order, terminate the Contract, withhold payment, or claim compensation, damages, penalties, or consequential losses, unless otherwise required by applicable law.
6.5. Unless otherwise expressly agreed in writing, all freight, shipping, handling, insurance, customs duties, taxes, permits, unloading expenses, and other delivery-related charges shall be for the account of the Customer.
6.6. Where Products are to be delivered or Services performed at the Customer's premises or any location designated by the Customer, the Customer shall ensure that Devcophil and its carriers have safe, unrestricted, and timely access to the delivery location during normal business hours.
If delivery cannot be completed due to the Customer's failure to provide access, personnel, equipment, permits, or any other required assistance, the Customer shall be responsible for all resulting costs, including but not limited to:
(a) additional transportation charges;
(b) waiting time charges;
(c) storage and warehousing fees;
(d) re-delivery charges; and
(e) any other reasonable costs incurred by Devcophil.
Such amounts shall be payable by the Customer upon demand.
6.7. Risk of loss of or damage to the Products shall pass to the Customer upon the earliest occurrence of any of the following:
(a) delivery of the Products to the Customer or the Customer's authorized representative at the agreed delivery location;
(b) collection of the Products by the Customer from Devcophil's warehouse or premises;
(c) collection of the Products by the Customer's nominated carrier, freight forwarder, courier, or logistics provider; or
(d) where delivery is delayed due to the Customer's instructions or failure to accept delivery, the date on which Devcophil notifies the Customer that the Products are ready for delivery or collection.
6.8. Unless otherwise agreed in writing, unloading of the Products at the delivery site shall be the sole responsibility of the Customer. The Customer shall provide adequate personnel, equipment, lifting devices, and facilities necessary to safely unload the Products. Any additional costs incurred by Devcophil as a result of delays or assistance provided during unloading shall be charged to the Customer.
6.9. Except to the extent prohibited by applicable law, Devcophil shall not be liable for liquidated damages, indirect damages, incidental damages, special damages, punitive damages, loss of profits, loss of business opportunities, production downtime, or any consequential loss arising from any delay in delivery, partial delivery, or failure to deliver the Products.
7. Acceptance
7.1. Upon delivery, the Customer or its duly authorized receiving representative shall immediately inspect the Products for completeness, quantity, visible damage, packaging condition, and compliance with the applicable Purchase Order, Sales Invoice, and Delivery Receipt before acknowledging receipt.
Any apparent shortage, incorrect Product, visible damage, defective packaging, or other discrepancy shall be clearly noted on the Delivery Receipt and acknowledged by the delivery personnel at the time of delivery.
7.2. Subject to Clause 11 (Devcophil Guarantee/Warranty), Devcophil shall deem the Products to have been accepted by the Customer unless the Customer provides written notice of any shortage, incorrect Product, visible defect, or delivery discrepancy within forty-eight (48) hours from the date of delivery.
Such notice shall include sufficient details of the alleged discrepancy together with supporting evidence, including photographs where reasonably available, and may be submitted by email or through any communication channel authorized by Devcophil.
If no such notice is received within the prescribed period, the Products shall be conclusively deemed to have been delivered in the correct quantity and accepted by the Customer in good order and condition, without prejudice to any manufacturer's warranty or the Devcophil Guarantee applicable to latent manufacturing defects.
7.3. Where Devcophil verifies that the Customer's claim for shortage, incorrect Product, or apparent defect is valid, Devcophil shall, at its sole discretion:
(a) deliver the missing Product;
(b) replace the defective or incorrect Product;
(c) repair the Product, where commercially practicable; or
(d) refund or issue a credit for the purchase price of the affected Product.
The remedies provided under this Clause shall constitute the Customer's exclusive remedy for shortages, delivery discrepancies, and apparent defects discovered upon delivery.
7.4. Where a shipment or parcel is visibly damaged upon delivery, the Customer should refuse acceptance of the shipment whenever reasonably practicable, or alternatively accept the shipment only after clearly recording the nature and extent of the visible damage on the Delivery Receipt before signing. Failure to record visible damage at the time of delivery may affect the Customer's ability to make a claim against the carrier or Devcophil.
7.5. Acceptance of the Products by the Customer shall not constitute acceptance of latent manufacturing defects that could not reasonably have been discovered during inspection upon delivery. Such defects shall be governed exclusively by the applicable manufacturer's warranty and the Devcophil Guarantee set out in Clause 11.
8. Payments
8.1. Unless the Customer has been granted approved Credit Terms by Devcophil, all Orders shall be payable in full prior to shipment or delivery. Payment may be made through any of the following methods approved by Devcophil:
(a) Cash;
(b) Check, provided that the check has been cleared and the proceeds have been credited to Devcophil before the Products are released for delivery;
(c) Bank deposit or bank transfer;
(d) Other electronic payment methods or digital payment facilities that may be designated or approved by Devcophil from time to time.
Devcophil reserves the right to require proof of payment before processing or releasing any Order.
8.2. Where Devcophil has approved a Customer's Credit Terms, the standard credit period shall be thirty (30) calendar days from the date the Products are received and accepted by the Customer in accordance with Clause 6.2, unless a different credit period has been expressly agreed in writing.
8.3. The Customer shall ensure that payment is made on or before the due date stated in the Sales Invoice. Where payment is to be collected by Devcophil, the Customer shall notify Devcophil once the check or other payment is ready for collection. If payment is not received by the due date, Devcophil may issue payment reminders and follow-up notices by telephone, email, or any other reasonable means of communication.
8.4. If the Customer fails to pay any amount when due, Devcophil may, without prejudice to any other rights or remedies available under these Terms or applicable law:
(a) charge interest on all overdue amounts at the rate agreed between the parties or, in the absence of such agreement, at the rate stated in the applicable quotation, Sales Invoice, or Credit Agreement, calculated from the due date until full payment is received;
(b) suspend the processing, shipment, or delivery of any pending Orders and decline to accept further Orders until all overdue amounts have been paid in full;
(c) declare all outstanding invoices and other amounts immediately due and payable;
(d) offset any amounts payable by Devcophil to the Customer against any outstanding amounts owed by the Customer to Devcophil; and
(e) recover from the Customer all reasonable costs and expenses incurred in collecting overdue amounts, including collection agency fees, attorney's fees, court costs, and other legal expenses, to the extent permitted by applicable law.
8.5. Any payment received from the Customer may be applied by Devcophil, at its sole discretion, to any outstanding invoice, accrued interest, collection costs, or other amounts owing by the Customer, regardless of any payment reference or allocation specified by the Customer.
8.6. The Customer shall not withhold, deduct, set off, or reduce any payment due to Devcophil by reason of any claim, dispute, counterclaim, or alleged defect unless such deduction or set-off has been expressly agreed to in writing by Devcophil or is required by applicable law.
8.7. Ownership of the Products shall remain with Devcophil until the Customer has paid all amounts due in full, without prejudice to the transfer of risk under Clause 6 (Delivery).
9. Cancellation
9.1. Once an Order has been accepted by Devcophil, it shall be deemed final and irrevocable and may not be cancelled, amended, or withdrawn by the Customer except with the prior written consent of Devcophil. Any approved cancellation or amendment shall be subject to such terms and conditions as Devcophil may determine, including reimbursement by the Customer of all losses, costs, expenses, and liabilities reasonably incurred by Devcophil as a result of the cancellation or amendment.
9.2. Orders involving Non-Standard Products, Custom-Fabricated Products, specially ordered items, imported Products, or Products manufactured or procured specifically for the Customer are generally non-cancellable and non-refundable once production, procurement, fabrication, or processing has commenced.
Where Devcophil, in its sole discretion, agrees to the cancellation of such an Order before delivery, the Customer shall pay a cancellation charge equivalent to all costs and expenses incurred by Devcophil, including but not limited to procurement costs, fabrication costs, supplier cancellation charges, freight costs, administrative expenses, and any other reasonable losses directly resulting from the cancellation.
9.3. Devcophil reserves the right to cancel, suspend, or postpone the fulfillment of any Order, in whole or in part, by providing written notice to the Customer where performance becomes impossible, illegal, commercially impracticable, or unreasonably delayed due to circumstances beyond Devcophil's reasonable control, including but not limited to:
(a) war, terrorism, civil unrest, riots, or armed conflict;
(b) strikes, lockouts, labor disputes, or industrial actions;
(c) pandemics, epidemics, public health emergencies, quarantines, or government-imposed lockdowns;
(d) acts of God, including floods, earthquakes, typhoons, fires, lightning, volcanic eruptions, or other natural disasters;
(e) government regulations, import or export restrictions, sanctions, customs delays, or other governmental actions;
(f) interruption or failure of transportation, utilities, communication systems, or logistics services;
(g) delays, shortages, production stoppages, defective supplies, or non-performance by manufacturers, Partner-Suppliers, or subcontractors; or
(h) any other event constituting Force Majeure under applicable law.
In such circumstances, Devcophil shall not be liable for any direct, indirect, incidental, consequential, or special loss, damage, delay, or expense suffered by the Customer arising from the cancellation, suspension, or delay in performance.
9.4. Where Devcophil cancels an Order under this Clause after receiving payment from the Customer, Devcophil shall refund any amount paid for the undelivered Products, less any costs properly incurred or amounts otherwise payable under these Terms, unless the parties agree to apply such payment to a substitute Product or a future Order.
9.5. Any request by the Customer to cancel an Order shall not become effective unless and until Devcophil has confirmed its acceptance of the cancellation in writing. Submission of a cancellation request does not relieve the Customer of its obligations under the Contract unless expressly agreed by Devcophil.
10. Returns
10.1. Except for Products covered by the applicable manufacturer's warranty or the Devcophil Guarantee under Clause 11 (Warranty), all approved returns shall be subject to applicable restocking fees, inspection charges, processing fees, freight costs, and any other reasonable expenses incurred by Devcophil in connection with the return. Such charges may be deducted from any credit or refund due to the Customer.
10.2. No Product may be returned for credit, replacement, exchange, or refund without the prior written authorization of Devcophil. Subject to Devcophil's approval, a return may be accepted only if all of the following conditions are satisfied:
(a) the Customer submits a written request stating the reason for the return by email or through another communication channel authorized by Devcophil and obtains written approval before returning the Product;
(b) the Product is returned in its original packaging, complete with all accessories, manuals, certificates, labels, and other supplied materials, and is unopened, unused, undamaged, unsoiled, and in a condition suitable for resale;
(c) the Product is returned within thirty (30) calendar days from the date of delivery and acceptance;
(d) all freight, insurance, handling, and transportation charges for the return are prepaid by the Customer; and
(e) the returned Product is accompanied by the original or a copy of the applicable Sales Invoice, Delivery Receipt, and any Return Authorization issued by Devcophil.
10.3. Unless otherwise instructed by Devcophil, approved returned Products shall be clearly labeled and shipped to:
Devcophil Industrial Sales, Inc.
103 San Antonio Street
Pook Dagohoy, UP Campus
Diliman, Quezon City 1101
Philippines
10.4. Upon receipt of the returned Product, Devcophil shall inspect the Product to verify compliance with this Clause. If the Product does not satisfy the return requirements set out in Clause 10.2, Devcophil may, at its sole discretion:
(a) reject the return;
(b) return the Product to the Customer at the Customer's expense;
(c) charge the Customer for any inspection, handling, storage, or transportation costs incurred; or
(d) dispose of the Product if the Customer fails to arrange its collection within a reasonable period after notification.
10.5. Unless otherwise required by applicable law or expressly agreed by Devcophil in writing, the following Products are non-returnable and non-refundable:
(a) consumable Products;
(b) Non-Standard Products;
(c) Custom-Fabricated Products;
(d) specially manufactured or specially procured Products;
(e) calibrated, tested, certified, or programmed Products;
(f) Products marked as Non-Cancellable (NC) or Non-Returnable (NR);
(g) Products that have been installed, assembled, modified, altered, cut, machined, used, contaminated, or damaged after delivery;
(h) Products with broken seals or opened packaging where such seals or packaging are necessary to preserve the Product's integrity or resale value; and
(i) any Product otherwise identified by Devcophil as non-returnable prior to the acceptance of the Order.
10.6. The Customer assumes all risk of loss of or damage to Products returned to Devcophil until such Products are received and accepted by Devcophil at the designated return address. Devcophil accepts no responsibility for any loss, theft, shortage, or damage occurring during the return shipment.
10.7. Acceptance of a returned Product by Devcophil does not automatically entitle the Customer to a refund or credit. Following inspection, Devcophil may, at its sole discretion and subject to these Terms, issue:
(a) a replacement Product;
(b) a credit notes applicable to future purchases;
(c) a repair of the returned Product, where appropriate; or
(d) a refund of the purchase price, less any applicable processing fees, restocking charges, freight costs, and other amounts payable under these Terms.
10.8. This Return Policy shall not limit or exclude any rights or remedies that cannot lawfully be excluded under applicable Philippine law, including mandatory consumer protection rights where applicable.
11. Warranty
11.1. Subject to the terms, conditions, exclusions, and limitations set out in this Clause, Devcophil warrants that the Products supplied by Devcophil shall, at the time of delivery, be free from material defects in materials, workmanship, and manufacturing under normal use and service.
11.2. The Devcophil Guarantee applies only to the original Customer who purchased the Product directly from Devcophil and is not transferable unless otherwise required by applicable law or expressly approved in writing by Devcophil.
11.3. Subject to Clause 6 (Delivery) and Clause 7 (Acceptance), where an apparent defect exists at the time of delivery and the Customer has complied with the inspection and notification requirements under these Terms, Devcophil shall, at its sole discretion, repair, replace, or refund the purchase price of the affected Product at no additional cost to the Customer.
11.4. Where a Product develops a manufacturing defect during the applicable warranty period, and the Customer submits a valid warranty claim supported by reasonable evidence, Devcophil may, at its sole discretion:
(a) repair the defective Product;
(b) replace the Product with the same or an equivalent Product;
(c) replace only the defective component or part; or
(d) refund the purchase price of the defective Product where repair or replacement is not commercially practicable.
The remedies provided in this Clause shall constitute the Customer's exclusive remedies for warranty claims.
11.5. The Devcophil Guarantee does not apply to defects, failures, or damage resulting from any of the following:
(a) normal wear and tear, deterioration, or ordinary aging of the Product;
(b) consumable Products or replacement of consumable parts, including but not limited to filters, seals, gaskets, lubricants, batteries, belts, lamps, and similar items intended for periodic replacement;
(c) accidents, abuse, misuse, negligence, improper handling, improper storage, vandalism, or unauthorized use;
(d) operation under abnormal environmental or operating conditions, including excessive heat, moisture, corrosion, contamination, vibration, electrical surges, or other conditions outside the Product's intended operating environment;
(e) failure to follow the manufacturer's operating instructions, installation manuals, maintenance schedules, safety procedures, or technical recommendations;
(f) operation of the Product beyond its rated capacity or for purposes other than those for which it was designed, manufactured, recommended, or advertised;
(g) failure to carry out proper inspection, servicing, preventive maintenance, or repair;
(h) repairs, alterations, modifications, or installation performed by persons not authorized by Devcophil or the Product manufacturer;
(i) damage caused by improper transportation, handling, or storage after delivery;
(j) Acts of God or Force Majeure events, including floods, earthquakes, typhoons, fires, lightning, volcanic eruptions, pandemics, or similar events beyond Devcophil's reasonable control; or
(k) any cause other than a defect in the original materials or workmanship.
11.6. To make a warranty claim, the Customer shall retain and present the original Sales Invoice, official receipt (where applicable), Delivery Receipt, or other proof of purchase issued by Devcophil together with any information reasonably requested to verify the claim. Failure to provide satisfactory proof of purchase may result in denial of the warranty claim.
11.7. Certain Products supplied by Devcophil may be covered by separate warranties provided by their respective manufacturers. Such manufacturer warranties remain the responsibility of the manufacturer and are subject to the manufacturer's own terms and conditions. Devcophil does not extend or enlarge any third-party warranty but shall use commercially reasonable efforts to assist the Customer in facilitating warranty claims with the manufacturer where appropriate.
11.8. Where a Product returned for warranty evaluation is found, after reasonable inspection, not to be covered by this Warranty because any of the exclusions under Clause 11.5 apply, Devcophil may reject the warranty claim and return the Product to the Customer at the Customer's expense. Inspection, testing, freight, handling, and repair costs may also be charged to the Customer where applicable.
11.9. To the maximum extent permitted by applicable law, Devcophil shall not be liable for any indirect, incidental, consequential, exemplary, punitive, or special damages, including but not limited to loss of profits, loss of revenue, loss of production, business interruption, loss of contracts, loss of goodwill, or any similar economic loss arising out of or relating to the use of the Products, whether based on contract, warranty, negligence, strict liability, or any other legal theory.
11.10. Nothing in these Terms shall exclude, restrict, or limit any warranty, guarantee, condition, or remedy that cannot lawfully be excluded or limited under applicable Philippine law. Where such mandatory rights apply, Devcophil's liability shall be limited to the maximum extent permitted by law.
11.11. The Customer shall indemnify and hold harmless Devcophil, its officers, directors, employees, representatives, and agents from and against any claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorney's fees and legal costs) arising out of or in connection with:
(a) any act, omission, negligence, misuse, or unlawful conduct of the Customer or its employees, contractors, agents, or representatives;
(b) any incorrect specifications, drawings, instructions, information, representations, or approvals supplied by the Customer in connection with the Products;
(c) any unauthorized installation, modification, repair, alteration, or misuse of the Products after delivery;
(d) any breach by the Customer of these Terms and Conditions of Sale or any applicable law; or
(e) any claim by a third party arising from the Customer's use, resale, installation, or distribution of the Products, except to the extent caused solely by Devcophil's proven negligence or willful misconduct.
12. Anti-Bribery, Graft and Corruption
12.1. Devcophil is committed to conducting its business with the highest standards of honesty, integrity, transparency, fairness, and professionalism. Devcophil expects the same ethical standards from its Customers, suppliers, contractors, consultants, business partners, agents, representatives, and all other persons or entities with whom it conducts business.
12.2. Devcophil maintains a zero-tolerance policy against all forms of bribery, graft, corruption, facilitation payments, kickbacks, fraud, extortion, or any other improper or unlawful business practice.
Accordingly, no director, officer, employee, representative, agent, contractor, or person acting on behalf of Devcophil shall, directly or indirectly:
(a) offer, promise, authorize, give, request, solicit, or accept any bribe, kickback, facilitation payment, commission, gift, favor, loan, entertainment, hospitality, or any other thing of value intended to improperly influence any business decision or official act;
(b) make or receive any unauthorized payment or benefit in connection with any transaction involving Devcophil; or
(c) engage in any conduct that would violate applicable anti-bribery, anti-corruption, anti-graft, or anti-fraud laws and regulations.
These prohibitions apply equally to transactions involving government agencies, government-owned or controlled corporations, public officials, private organizations, and individuals.
12.3. Reasonable gifts, promotional items, meals, entertainment, or hospitality may be given or accepted only where:
(a) they are lawful;
(b) they are reasonable in value and frequency;
(c) they are provided in good faith for a legitimate business purpose;
(d) they are not intended to influence, or appear to influence, any business or official decision;
(e) they comply with Devcophil's internal policies; and
(f) they do not violate the policies, codes of conduct, or ethical standards of the recipient's organization.
Cash, cash equivalents, personal commissions, kickbacks, or any other improper financial benefit shall never be offered, requested, or accepted.
12.4. The Customer represents and warrants that neither it nor its directors, officers, employees, agents, or representatives shall engage in any act of bribery, corruption, fraud, or other unlawful conduct in connection with any transaction involving Devcophil.
The Customer shall immediately notify Devcophil upon becoming aware of any actual, suspected, or attempted violation of this Clause.
12.5. Any violation or suspected violation of this Clause shall constitute a material breach of these Terms and Conditions of Sale. Without prejudice to any other rights or remedies available under applicable law or these Terms, Devcophil may immediately suspend or terminate any quotation, Order, Contract, or business relationship with the Customer without liability and may report the matter to the appropriate government or law enforcement authorities where required or deemed appropriate.
12.6. Nothing in this Clause shall prevent Devcophil from exercising any additional contractual, civil, administrative, or criminal remedies available under applicable Philippine laws, including but not limited to the Revised Penal Code, the Anti-Graft and Corrupt Practices Act (Republic Act No. 3019), the Code of Conduct and Ethical Standards for Public Officials and Employees (Republic Act No. 6713), the Anti-Red Tape Act of 2007, as amended, and other applicable anti-corruption laws and regulations.
13. Termination
13.1. The Devcophil Platform may, from time to time, become unavailable, inaccessible, interrupted, or inoperable due to circumstances including, but not limited to:
(a) scheduled maintenance, upgrades, repairs, or system enhancements;
(b) hardware, software, network, telecommunications, or equipment failures;
(c) cyberattacks, security incidents, viruses, or other technical disruptions;
(d) interruptions in power, internet, or communication services;
(e) Force Majeure events; or
(f) any other cause beyond Devcophil's reasonable control.
Devcophil does not warrant that the Devcophil Platform will operate continuously, without interruption, or be error-free.
13.2. Devcophil reserves the right, at its sole discretion and without prior notice where reasonably necessary, to:
(a) suspend, restrict, remove, modify, or discontinue all or any part of the Devcophil Platform;
(b) suspend, deactivate, restrict, or terminate a Customer's registered account or access to the Devcophil Platform where the Customer violates these Terms, engages in unlawful or fraudulent activities, compromises the security or integrity of the Platform, or for any other legitimate business reason;
(c) refuse or suspend the processing of any Order where necessary to protect Devcophil's legitimate business interests or to comply with applicable laws and regulations; and
(d) amend, modify, update, or replace these Terms and Conditions of Sale at any time. Any such amendments shall become effective upon publication on the Devcophil Platform unless otherwise stated.
13.3. These Terms and Conditions of Sale become effective upon the Customer's first access to the Devcophil Platform, creation of a registered account, submission of an inquiry or Order, or purchase of any Product or Service from Devcophil, whichever occurs first.
13.4. Devcophil may terminate or suspend any Contract, Customer account, quotation, or Order immediately by written notice if:
(a) the Customer materially breaches these Terms and fails to remedy the breach within a reasonable period after receiving written notice, where the breach is capable of remedy;
(b) the breach is incapable of remedy, including any breach of Clause 12 (Anti-Bribery, Graft and Corruption);
(c) the Customer becomes insolvent, enters into liquidation, receivership, rehabilitation, bankruptcy, or any similar insolvency proceeding;
(d) the Customer ceases to carry on business or is otherwise unable to perform its contractual obligations; or
(e) termination is required to comply with applicable law or a lawful order of a government authority.
13.5. Termination or suspension of these Terms, a Customer account, or any Contract shall not affect any rights, obligations, liabilities, or remedies that accrued prior to the effective date of termination, including the Customer's obligation to pay all outstanding amounts due to Devcophil.
13.6. Clauses relating to payment obligations, warranties, limitation of liability, indemnification, intellectual property, confidentiality, dispute resolution, governing law, and any other provisions that by their nature are intended to survive termination shall remain in full force and effect notwithstanding the termination or expiration of these Terms or any Contract.
14. Miscellaneous
14.1. Entire Agreement. These Terms and Conditions of Sale, together with any accepted quotation, Purchase Order, Sales Order, Order Confirmation, invoice, delivery documents, policies, and any other documents expressly incorporated by reference, constitute the entire agreement between Devcophil and the Customer with respect to the purchase, sale, supply, and delivery of the Products and Services.
These Terms supersede all prior negotiations, discussions, representations, communications, understandings, agreements, whether oral or written, relating to the same subject matter.
14.2. No Waiver. No failure or delay by Devcophil in exercising any right, power, or remedy under these Terms shall constitute a waiver of that right, nor shall any partial exercise prevent any further exercise of that or any other right or remedy.
14.3. Severability. If any provision of these Terms is determined by a court or other competent authority to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
14.4. Assignment. The Customer shall not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under these Terms without the prior written consent of Devcophil. Devcophil may assign or transfer its rights and obligations to any affiliate, successor, or purchaser of its business without the Customer's prior consent.
14.5. Relationship of the Parties. Nothing contained in these Terms shall be construed as creating any partnership, joint venture, agency, employment, fiduciary relationship, or other legal relationship between Devcophil and the Customer other than that of independent contracting parties.
14.6. Electronic Communications. The Customer agrees that notices, quotations, Purchase Orders, invoices, statements of account, and other communications may be transmitted electronically by email or through the Devcophil Platform. Electronic communications shall have the same legal effect as communications made in paper form, to the extent permitted by applicable law.
14.7. Amendments. Devcophil reserves the right to amend, revise, modify, or update these Terms and Conditions of Sale at any time. Any amendments shall become effective upon publication on the Devcophil Platform unless otherwise stated. Continued use of the Devcophil Platform or continued transactions with Devcophil after such publication shall constitute the Customer's acceptance of the revised Terms.
14.8. Survival. Any provisions of these Terms which, by their nature, are intended to survive the expiration or termination of a Contract—including, without limitation, provisions relating to payment obligations, warranties, limitation of liability, indemnification, intellectual property, confidentiality, governing law, and dispute resolution—shall remain in full force and effect notwithstanding such expiration or termination.
15. Applicable Law
15.1. These Terms and Conditions of Sale, and any Contract, quotation, Order, or transaction arising out of or relating to them, shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict of law principles.
15.2. The parties shall endeavor to resolve any dispute, controversy, or claim arising out of or in connection with these Terms through good-faith negotiations. If the dispute cannot be resolved amicably within a reasonable time, either party may pursue the remedies available under the laws of the Republic of the Philippines.
15.3. Subject to applicable law, the courts of Quezon City, Philippines, shall have exclusive jurisdiction over any legal action, suit, or proceeding arising out of or relating to these Terms and Conditions of Sale or any Contract between Devcophil and the Customer. The Customer irrevocably submits to the jurisdiction of such courts and waives any objection based on venue or forum non conveniens, to the extent permitted by law.
15.4. Nothing in this Clause shall prevent Devcophil from seeking interim, injunctive, conservatory, or other equitable relief before any court or tribunal of competent jurisdiction where such relief is necessary to protect its rights, property, confidential information, or other legitimate business interests.