Master Sales Agreement Template for Philippines

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Key Requirements PROMPT example:

Master Sales Agreement

"I need a Master Sales Agreement for my pharmaceutical manufacturing company based in Manila, focusing on domestic distribution of medical products, with specific attention to quality control requirements and compliance with Philippine FDA regulations."

Document background

The Master Sales Agreement is designed for businesses engaging in recurring sales transactions in the Philippines market, providing a comprehensive framework that governs the overall commercial relationship between parties. It is particularly useful when parties anticipate multiple transactions over time and want to avoid negotiating terms for each individual sale. The agreement incorporates Philippine legal requirements, including provisions from the Civil Code, Consumer Act, and relevant commercial regulations. It typically includes detailed terms for ordering, delivery, payment, warranties, and dispute resolution, with flexibility to accommodate specific product or service requirements through schedules and appendices. This document is essential for establishing clear commercial terms while ensuring compliance with local laws and regulations.

Suggested Sections

1. Parties: Identification of the seller and buyer entities, including complete legal names, registration details, and addresses

2. Background: Context of the agreement, business relationship overview, and purpose of the master agreement

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Scope of Agreement: Overall framework for the sales relationship, including territory and product/service coverage

5. Ordering Process: Procedures for submitting and accepting purchase orders under the master agreement

6. Prices and Payment Terms: Pricing structure, payment methods, currencies, and payment timelines

7. Delivery and Acceptance: Terms for delivery, inspection, acceptance criteria, and rejection procedures

8. Warranties and Representations: Standard warranties for products/services and representations of both parties

9. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations

10. Term and Termination: Duration of agreement, renewal provisions, and termination rights

11. Confidentiality: Protection of confidential information exchanged during the business relationship

12. Force Majeure: Circumstances excusing performance and related procedures

13. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms

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

Optional Sections

1. Intellectual Property Rights: Include when the sales involve branded products, technology transfers, or licensed materials

2. Quality Requirements: Add for agreements involving manufactured goods or specific quality standards

3. Minimum Purchase Commitments: Include when there are volume commitments or tiered pricing structures

4. Marketing and Promotion: Add for agreements where seller/buyer have specific marketing obligations

5. Insurance Requirements: Include for high-value transactions or when specific insurance coverage is needed

6. Data Protection: Add when personal data processing is involved in the sales relationship

7. Export Control: Include for international sales or restricted products

8. Environmental Compliance: Add for products subject to environmental regulations or sustainability requirements

9. After-Sales Support: Include when ongoing maintenance or support services are part of the sale

Suggested Schedules

1. Schedule A - Products and Pricing: Detailed list of products/services covered with pricing details

2. Schedule B - Technical Specifications: Technical requirements and specifications for products/services

3. Schedule C - Service Levels: Performance metrics and service level requirements if applicable

4. Schedule D - Territory Definition: Detailed description of geographical coverage and any restrictions

5. Schedule E - Key Contacts: List of key personnel and their roles for both parties

6. Appendix 1 - Purchase Order Template: Standard form for submitting orders under the agreement

7. Appendix 2 - Quality Control Procedures: Detailed quality control and testing procedures

8. Appendix 3 - Reporting Requirements: Templates and procedures for required reporting

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Manufacturing

Retail

Technology

Consumer Goods

Industrial Products

Electronics

Pharmaceuticals

Food and Beverage

Automotive

Telecommunications

Textiles

Agriculture

Construction Materials

Chemical Products

Medical Devices

Relevant Teams

Legal

Procurement

Sales

Commercial

Finance

Operations

Supply Chain

Business Development

Compliance

Risk Management

Vendor Management

Contract Administration

Relevant Roles

Commercial Director

Procurement Manager

Sales Director

Legal Counsel

Contract Manager

Business Development Manager

Supply Chain Manager

Chief Commercial Officer

Purchasing Officer

Operations Manager

Vendor Relations Manager

Corporate Counsel

Chief Financial Officer

Sales Operations Manager

Compliance Officer

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Authors

Alex Denne

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