Business Sales Agreement Template for Philippines

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Key Requirements PROMPT example:

Business Sales Agreement

"I need a Business Sales Agreement for my manufacturing company based in Manila to sell industrial equipment to a distributor in Cebu, with delivery scheduled throughout 2025 and including export compliance provisions."

Document background
The Business Sales Agreement serves as a crucial legal instrument for commercial transactions in the Philippines, designed to formalize business-to-business sales arrangements while ensuring compliance with local laws and regulations. This document is essential when companies engage in significant commercial transactions involving goods or services, requiring detailed documentation of terms, conditions, and obligations of both parties. It incorporates provisions mandated by Philippine commercial law, including the Civil Code of the Philippines and the Code of Commerce, while addressing practical business needs such as payment terms, delivery arrangements, and quality standards. The agreement is particularly important for protecting both parties' interests, establishing clear performance metrics, and providing mechanisms for dispute resolution within the Philippine legal framework.
Suggested Sections

1. Parties: Identifies the parties to the agreement, including their complete legal names, addresses, and registration details as required under Philippine law

2. Background: Provides context for the agreement, including the business relationship between the parties and their intentions

3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation

4. Sale and Purchase: Details the core transaction, including the description of goods/services being sold and purchased

5. Price and Payment: Specifies the purchase price, payment terms, method of payment, and any applicable taxes or charges

6. Delivery and Acceptance: Outlines the delivery terms, timeline, inspection procedures, and acceptance criteria

7. Warranties and Representations: Contains warranties and representations made by both parties, including quality assurances and compliance with Philippine laws

8. Title and Risk: Specifies when title and risk in the goods passes from seller to buyer

9. Term and Termination: Sets out the duration of the agreement and circumstances under which it can be terminated

10. Confidentiality: Establishes obligations regarding confidential information shared during the business relationship

11. Dispute Resolution: Details the process for resolving disputes, including jurisdiction and governing law provisions

12. General Provisions: Contains standard boilerplate clauses required under Philippine law, including severability and entire agreement provisions

Optional Sections

1. Intellectual Property Rights: Required when the sale involves transfer or licensing of intellectual property

2. Quality Control: Necessary for agreements involving manufacturing or specific quality standards

3. Export/Import Compliance: Required for international sales transactions

4. Insurance: Important when significant risks need to be covered during transportation or storage

5. Training and Support: Relevant when the sale includes technical products requiring user training

6. Data Protection: Required when personal data processing is involved in the transaction

7. Force Majeure: Optional but recommended to address unforeseen circumstances affecting performance

8. Non-Competition: Required when there are concerns about competitive activities

Suggested Schedules

1. Schedule 1 - Product Specifications: Detailed technical specifications of the products being sold

2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices, including any volume discounts or special pricing arrangements

3. Schedule 3 - Delivery Schedule: Specific delivery timelines and locations

4. Schedule 4 - Service Level Agreement: Performance metrics and service standards if applicable

5. Schedule 5 - Warranty Terms: Detailed warranty terms and conditions

6. Appendix A - Required Certifications: Copies of necessary certifications or permits

7. Appendix B - Quality Control Procedures: Detailed quality control processes and standards

8. Appendix C - Contact Details: List of key contacts from both parties for various aspects of the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Wholesale Trade

Technology

Consumer Goods

Industrial Equipment

Automotive

Electronics

Food and Beverage

Pharmaceuticals

Construction Materials

Textiles

Agriculture

Chemical Products

Medical Supplies

Relevant Teams

Legal

Procurement

Sales

Commercial

Operations

Finance

Compliance

Risk Management

Business Development

Supply Chain

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Commercial Director

Procurement Manager

Sales Director

Legal Counsel

Contract Manager

Business Development Manager

Operations Manager

Supply Chain Manager

Finance Director

Compliance Officer

Risk Manager

General Manager

Corporate Secretary

Chief Financial Officer

Industries
Civil Code of the Philippines (Republic Act No. 386): Provides the fundamental rules on contracts, obligations, and general principles of Philippine contract law, including requirements for valid contracts, causes of nullity, and remedies for breach
Code of Commerce of the Philippines: Governs commercial transactions and provides specific rules applicable to business-to-business sales and commercial contracts
Consumer Act of the Philippines (Republic Act No. 7394): Regulates business practices related to consumer protection, including warranties, product quality, and disclosure requirements
Electronic Commerce Act of 2000 (Republic Act No. 8792): Governs electronic transactions and provides legal framework for electronic contracts if the sales agreement involves online or electronic components
National Internal Revenue Code: Contains provisions on taxation of sales transactions, including VAT requirements and documentary stamp tax obligations
Philippine Competition Act (Republic Act No. 10667): Ensures fair competition in business transactions and prevents anti-competitive agreements or practices in sales contracts
Intellectual Property Code of the Philippines (Republic Act No. 8293): Protects intellectual property rights in business transactions, particularly relevant if the sales agreement involves transfer of IP rights or licensed products
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, handling, and protection of personal information in business transactions
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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