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1. Parties: Identifies and provides complete details of the Buyer and Seller, including their legal names, addresses, and registration details if applicable
2. Background: Provides context for the agreement and explains the intention of the parties to enter into a sale transaction
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation
4. Subject Matter of Sale: Detailed description of the goods or property being sold, including quantity, specifications, and condition
5. Purchase Price: Specifies the agreed price, payment terms, method of payment, and any applicable taxes
6. Delivery Terms: Details the delivery arrangements, timing, location, and responsibility for shipping costs
7. Warranties and Representations: Outlines the promises and guarantees made by both parties regarding the transaction
8. Title and Risk: Specifies when ownership and risk of loss transfers from Seller to Buyer
9. Termination: Sets out circumstances under which the agreement can be terminated and the consequences
10. Governing Law: Confirms Philippine law as governing law and specifies jurisdiction for disputes
11. Execution: Formal signing section with date and witness requirements
1. Intellectual Property Rights: Required when the sale involves items with associated intellectual property rights
2. Confidentiality: Included when sensitive information will be exchanged during the transaction
3. Insurance: Needed when specific insurance requirements apply to the goods during transit or storage
4. Quality Inspection: Important for goods requiring quality checks or acceptance testing
5. Return Policy: Relevant for agreements where return rights are granted to the Buyer
6. Force Majeure: Addresses unforeseeable circumstances that may prevent performance
7. Anti-Money Laundering Compliance: Required for high-value transactions or when mandated by regulations
8. Data Protection: Needed when personal data processing is involved in the transaction
1. Schedule A - Product Specifications: Detailed technical specifications or descriptions of the goods being sold
2. Schedule B - Payment Schedule: Breakdown of payment terms if involving installments or multiple payments
3. Schedule C - Delivery Schedule: Detailed timeline for delivery if multiple shipments are involved
4. Schedule D - Warranty Terms: Detailed warranty conditions and procedures
5. Appendix 1 - Required Documents: List of documents required for the transaction (e.g., certificates, permits)
6. Appendix 2 - Quality Standards: Applicable quality standards and testing procedures
7. Appendix 3 - Return Procedures: Detailed procedures for returns or rejections if applicable
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