The As Is Where Is Sale Agreement is a specialized contract used in the Philippines when selling assets where the buyer agrees to purchase them in their existing condition, without standard warranties or representations from the seller. This document type is particularly relevant for sales of used equipment, distressed assets, foreclosed properties, or any situation where the seller wishes to limit their liability regarding the asset's condition. The agreement must comply with Philippine Civil Code requirements while incorporating specific provisions that protect the seller from future claims regarding asset condition or performance. It's commonly used in both commercial and private transactions, requiring careful documentation of the asset's current state and explicit acknowledgment from the buyer regarding their acceptance of any existing defects or issues.
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1. Parties: Identification of the Seller and Buyer with complete details including addresses and registration information if applicable
2. Background: Context of the sale and brief description of the asset being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the asset(s) being sold in their current condition
5. Purchase Price and Payment Terms: Agreed price and detailed payment arrangements including method and timing
6. 'As Is Where Is' Provisions: Explicit statements regarding the as-is nature of the sale and buyer's acceptance of the current condition
7. Buyer's Acknowledgments: Buyer's confirmation of inspection and acceptance of the asset's condition
8. Disclaimer of Warranties: Express disclaimer of all warranties except title
9. Transfer of Title and Risk: Terms regarding when and how title and risk transfer to the buyer
10. Closing and Delivery: Details of the closing process and delivery arrangements
11. Taxes and Expenses: Allocation of taxes, transfer costs, and other expenses
12. Representations and Warranties: Limited representations mainly focusing on seller's authority to sell and title
13. Governing Law: Specification of Philippine law as governing law
14. Dispute Resolution: Process for resolving any disputes arising from the agreement
15. Execution: Signature blocks and execution details
1. Due Diligence: Details of any due diligence period - include if buyer requires time for investigation before final commitment
2. Conditions Precedent: Any conditions that must be met before closing - include if there are specific requirements before sale completion
3. Environmental Matters: Special provisions regarding environmental conditions - include for real estate or industrial equipment sales
4. Broker's Commission: Details of any broker involvement and commission - include if brokers are involved
5. Post-Closing Obligations: Any continuing obligations after closing - include if relevant to the specific transaction
6. Insurance: Insurance requirements during transition - include for high-value assets or extended delivery periods
7. Confidentiality: Confidentiality provisions - include for business asset sales or sensitive transactions
1. Schedule A - Asset Description: Detailed description of the asset(s) including current condition, defects, and specifications
2. Schedule B - Photographs: Current photographs documenting the condition of the asset
3. Schedule C - Inspection Report: Any existing inspection reports or condition assessments
4. Schedule D - Title Documents: Copies of relevant title documents or ownership proof
5. Schedule E - Delivery Protocol: Specific procedures for asset handover and acceptance
6. Schedule F - Known Defects: List of known issues or defects with the asset
7. Appendix 1 - Required Permits: List of permits required for transfer or operation of the asset
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