The Simple Buy Sell Agreement is a fundamental commercial contract used in the Philippines to formalize the transfer of goods or property between parties. This document is particularly useful for businesses and individuals engaging in straightforward commercial transactions where clarity and legal certainty are required. It incorporates essential elements required under Philippine law, including the Civil Code requirements for valid contracts and specific provisions mandated by consumer protection legislation. The agreement is commonly used across various industries and can be adapted for both one-time purchases and recurring supply arrangements. While maintaining legal compliance, it provides a clear framework for documenting the parties' rights and obligations, payment terms, delivery arrangements, and warranty provisions.
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1. Parties: Identifies and provides complete details of the seller and buyer, including their legal names, addresses, and tax identification numbers
2. Background: Briefly sets out the context of the sale and the parties' intention to enter into the agreement
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation
4. Subject Matter of Sale: Clearly identifies and describes the goods or property being sold
5. Purchase Price: Specifies the agreed price and payment terms, including payment schedule if applicable
6. Delivery Terms: Details the timing, method, and location of delivery of the goods or property
7. Title and Risk: Specifies when ownership transfers and who bears risk during transit
8. Warranties and Representations: Standard warranties about ownership, quality, and condition of goods
9. Governing Law: Confirms that Philippine law governs the agreement
10. Execution: Signature blocks and formal execution requirements
1. Conditions Precedent: Used when certain conditions must be met before the sale becomes effective
2. Due Diligence: Include when buyer requires inspection or verification period
3. Intellectual Property Rights: Required if the sale includes any IP components
4. Confidentiality: Include if sensitive information will be exchanged
5. Insurance: Add when specific insurance requirements need to be maintained
6. Force Majeure: Include for longer-term delivery arrangements or high-value transactions
7. Dispute Resolution: Add detailed dispute resolution procedures for higher-value transactions
8. Tax Provisions: Include specific tax arrangements if complex tax implications exist
1. Schedule 1 - Description of Goods: Detailed specifications, quantities, and technical details of items being sold
2. Schedule 2 - Payment Schedule: If payment is in installments, details the payment dates and amounts
3. Schedule 3 - Delivery Schedule: For multiple deliveries or complex logistics arrangements
4. Appendix A - Warranties: Detailed warranty terms and conditions
5. Appendix B - Quality Standards: Specific quality requirements or standards that must be met
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Wholesale Trade
Agriculture
Real Estate
Technology
Consumer Goods
Industrial Equipment
Automotive
Construction
Food and Beverage
Electronics
Textiles
Mining
Furniture
Relevant Teams
Legal
Procurement
Supply Chain
Sales
Operations
Finance
Commercial
Compliance
Contract Management
Business Development
Relevant Roles
Procurement Manager
Supply Chain Manager
Business Development Manager
Sales Manager
Commercial Director
Legal Counsel
Contract Administrator
Purchasing Officer
Operations Manager
General Manager
Chief Financial Officer
Vendor Manager
Category Manager
Sourcing Specialist
Business Owner
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