Sales And Service Agreement Template for Philippines

The Sales And Service Agreement is essential for businesses operating in the Philippines that offer integrated product and service solutions to their customers. This document is particularly relevant when a supplier provides both physical or digital products along with associated services such as installation, maintenance, training, or ongoing support. The agreement ensures compliance with Philippine legal requirements, including the Civil Code, Consumer Act, and relevant industry regulations. It is commonly used in scenarios where the service component is integral to the product offering, requiring detailed terms for both aspects of the business relationship. The document addresses key commercial terms, operational procedures, quality standards, and performance metrics while incorporating necessary protections and obligations for both parties under Philippine law. It's particularly valuable for businesses seeking to establish long-term relationships that encompass both product supply and ongoing service delivery.

1. Parties: Identification and details of the contracting parties, including their legal status and registered addresses

2. Background: Context of the agreement, including the business relationship and general intent of the parties

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Scope of Agreement: Overall scope covering both sales and service elements, including territory and exclusivity provisions

5. Product Supply Terms: Terms and conditions relating to the sale and supply of products, including ordering process and delivery terms

6. Service Provision Terms: Terms and conditions relating to the provision of services, including service standards and delivery timeline

7. Pricing and Payment Terms: Pricing structure for both products and services, payment terms, invoicing, and any applicable taxes

8. Quality and Compliance: Quality standards for products and services, compliance with regulations, and quality assurance processes

9. Warranties and Representations: Warranties for products and services, and representations made by both parties

10. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

11. Intellectual Property Rights: Protection and usage rights of intellectual property related to products and services

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

13. Liability and Indemnification: Limitation of liability and indemnification obligations of both parties

14. Force Majeure: Provisions for unforeseen circumstances affecting contract performance

15. Governing Law and Dispute Resolution: Application of Philippine law and methods for resolving disputes

16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement