The Sale of Goods Contract is a fundamental commercial agreement used in the Philippines when one party (the seller) agrees to transfer ownership of specific goods to another party (the buyer) for a monetary consideration. This document is essential for businesses engaged in the sale of physical products and is governed by the Civil Code of the Philippines, particularly Articles 1458-1637, as well as the Consumer Act of the Philippines. It's commonly used for both one-time transactions and ongoing supply relationships, containing detailed provisions about product specifications, pricing, delivery terms, quality standards, and risk allocation. The contract should be tailored to comply with Philippine commercial law requirements while addressing specific industry needs and protecting both parties' interests in the transaction.
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1. Parties: Identification of seller and buyer with complete legal names and addresses
2. Background: Context of the sale and brief description of the business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase the goods, including description and quantity
5. Price and Payment: Purchase price, payment terms, method of payment, and currency
6. Delivery: Delivery terms, timeline, location, and logistics arrangements
7. Title and Risk: Point of transfer of ownership and risk in the goods
8. Warranties and Representations: Standard warranties regarding quality, fitness for purpose, and ownership of goods
9. Inspection and Acceptance: Procedures for inspecting goods and accepting or rejecting delivery
10. Term and Termination: Duration of agreement and circumstances allowing termination
11. Default and Remedies: Events of default and available remedies for each party
12. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Insurance: Insurance requirements for goods in transit - include when high-value goods or international shipping involved
2. Intellectual Property: IP rights and licenses - include when goods involve branded products or protected designs
3. Confidentiality: Confidentiality obligations - include when sensitive information will be shared
4. Export/Import Compliance: Export control requirements - include for international sales
5. Quality Control: Quality standards and testing procedures - include for manufacturing or technical goods
6. Returns and Replacements: Process for returning or replacing goods - include for retail or consumer goods
7. Force Majeure: Events excusing performance - include when long-term or high-value contract
8. Packaging Requirements: Specific packaging standards - include for perishable or fragile goods
1. Schedule 1 - Specification of Goods: Detailed technical specifications, quantities, and descriptions of the goods
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Delivery Schedule: Detailed delivery timeline and locations if multiple deliveries are involved
4. Schedule 4 - Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria
5. Schedule 5 - Warranty Terms: Detailed warranty terms and claims procedures
6. Appendix A - Form of Purchase Order: Standard form for placing orders under the agreement
7. Appendix B - Product Return Form: Standard form for processing returns or replacements
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