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Sales Agreement
"I need a sales agreement for a transaction involving 500 units of product X, with delivery within 30 days, payment terms of net 45 days, and a 2-year warranty on goods."
What is a Sales Agreement?
A Sales Agreement spells out the terms when one party sells goods or property to another in the Philippines. It covers the essential details like price, payment terms, delivery arrangements, and what happens if something goes wrong with the sale. Under Philippine civil law, this contract becomes legally binding once both parties sign it.
Good Sales Agreements protect both buyers and sellers by clearly stating each party's rights and responsibilities. They're especially important for business transactions covered by the Philippine Commercial Code, as they help prevent disputes and provide clear evidence of what everyone agreed to. Smart businesses use them for everything from simple product sales to complex asset transfers.
When should you use a Sales Agreement?
Use a Sales Agreement any time you're selling valuable goods or property in the Philippines, especially for business-to-business transactions worth over ₱50,000. It's essential for high-value items like vehicles, equipment, or bulk inventory where you need clear proof of ownership transfer and payment terms.
A written Sales Agreement becomes particularly important when dealing with custom-made products, installment payments, or sales that involve warranties. Filipino businesses often use them for real estate transactions, franchise arrangements, and large equipment purchases. The agreement helps prevent costly disputes by documenting exactly what was promised, when delivery will happen, and what each party must do.
What are the different types of Sales Agreement?
- Sales Contract Form: Basic template for general goods and services, ideal for standard business transactions
- Letter Of Intent For Buying Property: Initial agreement outlining property purchase terms before the final contract
- Purchase Contract For Home: Detailed agreement specifically for residential property transactions
- Commission Agent Agreement: Specialized contract for sales through agents with commission structures
- Contract To Sell Motor Vehicle: Specific format for vehicle sales with ownership transfer provisions
Who should typically use a Sales Agreement?
- Business Owners: Often initiate Sales Agreements when selling company assets, inventory, or services to other businesses in the Philippines
- Corporate Legal Teams: Draft and review agreements to ensure compliance with Philippine commercial laws and protect company interests
- Real Estate Developers: Use customized Sales Agreements for property transactions, following HLURB guidelines
- Procurement Officers: Handle agreements for large-scale purchases and negotiate terms with suppliers
- Sales Agents: Work with these agreements when representing sellers in transactions requiring commission structures
- Small Business Owners: Rely on standard Sales Agreements for routine business transactions and inventory purchases
How do you write a Sales Agreement?
- Basic Details: Gather complete legal names, addresses, and tax identification numbers of all parties involved
- Item Description: Document detailed specifications, quantities, and conditions of goods being sold
- Payment Terms: Specify price, payment schedule, and acceptable payment methods under Philippine banking regulations
- Delivery Details: Define delivery timeline, location, and responsibility for shipping costs
- Warranties: List any guarantees, return policies, or quality standards that apply
- Special Conditions: Note any unique requirements, permits, or licenses needed for the sale
- Documentation: Prepare supporting documents like product certificates or proof of ownership
What should be included in a Sales Agreement?
- Party Details: Complete legal names and addresses of buyer and seller, with their tax identification numbers
- Object of Sale: Clear description of goods or property being sold, including quantity and specifications
- Consideration: Exact price and payment terms following Philippine peso currency requirements
- Delivery Terms: Specific timeline and location for transfer of goods
- Warranties: Express guarantees and implied warranties under Philippine Consumer Act
- Default Provisions: Consequences for breach and remedies under Philippine Civil Code
- Governing Law: Statement specifying Philippine law as governing authority
- Signatures: Designated spaces for parties' signatures and dates, with witness requirements
What's the difference between a Sales Agreement and an Asset Purchase Agreement?
A Sales Agreement differs significantly from an Asset Purchase Agreement in several key ways under Philippine law. While both handle transfers of ownership, their scope and application vary considerably.
- Scope of Transfer: Sales Agreements typically cover specific goods or single properties, while Asset Purchase Agreement handles larger business asset transfers, including equipment, inventory, and intellectual property
- Due Diligence Requirements: Asset Purchase Agreements demand extensive due diligence and detailed schedules of assets, while Sales Agreements usually need simpler verification processes
- Complexity Level: Sales Agreements are generally straightforward with basic terms, while Asset Purchase Agreements include complex provisions for liabilities, employee transfers, and business continuity
- Regulatory Oversight: Asset Purchase Agreements often require additional regulatory approvals, especially for large business transfers, while Sales Agreements typically need less regulatory involvement
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