The Commercial Supply Agreement is a fundamental business contract used to establish and regulate ongoing supply relationships between commercial entities in the Philippines. This document is essential when businesses require a structured framework for regular procurement of goods or materials, typically used in manufacturer-distributor relationships, wholesale arrangements, or direct supply to business customers. The agreement must comply with Philippine commercial law, including the Civil Code of the Philippines and the Code of Commerce, while addressing practical business needs such as ordering processes, quality control, risk allocation, and dispute resolution. It's particularly important for businesses establishing long-term supply relationships where consistency, reliability, and legal protection are crucial.

1. Parties: Identification of the supplier and buyer, including full legal names, registration details, and addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Supply Obligations: Core obligations of the supplier including product specifications, quantity commitments, and delivery terms

5. Ordering Process: Procedures for placing and accepting orders, lead times, and order modifications

6. Price and Payment: Pricing structure, payment terms, invoicing requirements, and any price adjustment mechanisms

7. Delivery and Acceptance: Delivery terms, inspection rights, acceptance procedures, and rejection processes

8. Quality Requirements: Quality standards, specifications, and quality control procedures

9. Title and Risk: Transfer of ownership and risk in the products

10. Warranties: Product warranties, quality guarantees, and remedy for defects

11. Compliance with Laws: Obligations to comply with applicable Philippine laws and regulations

12. Intellectual Property: IP rights, licenses, and protections related to the products

13. Confidentiality: Protection of confidential information exchanged during the relationship

14. Term and Termination: Duration of the agreement and grounds for termination

15. Liability and Indemnity: Limitation of liability and indemnification obligations

16. Force Majeure: Relief from obligations due to events beyond reasonable control

17. Governing Law and Dispute Resolution: Application of Philippine law and dispute resolution mechanisms

18. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment