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Sellers Contract

Sellers Contract Template for Philippines

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Key Requirements PROMPT example:

Sellers Contract

"I need a Seller's Contract under Philippine law for my technology company to sell software products to corporate clients, including provisions for software licensing, maintenance services, and data protection compliance."

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Document background
The Seller's Contract is a fundamental commercial document used in the Philippines to establish legally binding sales arrangements between parties. This contract type is essential for businesses engaged in selling goods or products, whether in B2B or B2C contexts, and must comply with Philippine legal requirements, including the Civil Code, Consumer Act, and E-commerce laws. The document is particularly important in formalizing sales relationships, protecting both sellers' and buyers' interests, and ensuring clear understanding of obligations regarding product quality, delivery, warranties, and payment terms. It serves as a crucial tool for risk management and dispute prevention in commercial transactions within the Philippine jurisdiction.
Suggested Sections

1. Parties: Identification of the Seller and Buyer with complete legal names and addresses

2. Background: Context of the sale arrangement and brief description of the business relationship

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

4. Subject Matter of Sale: Detailed description of the goods or products being sold

5. Purchase Price: Price, payment terms, method of payment, and any applicable taxes

6. Delivery Terms: Delivery schedule, location, shipping terms, and transfer of risk

7. Quality and Specifications: Product specifications, quality standards, and compliance requirements

8. Warranties and Representations: Seller's warranties regarding the goods and standard representations

9. Title and Risk: Transfer of ownership and risk provisions

10. Inspection and Acceptance: Buyer's rights to inspect goods and acceptance procedures

11. Term and Termination: Duration of the agreement and termination provisions

12. Governing Law: Specification of Philippine law as governing law and jurisdiction

13. Execution: Signature blocks and execution formalities

Optional Sections

1. Intellectual Property Rights: Required when selling products with associated IP rights or licensed content

2. Confidentiality: Needed when sensitive information is exchanged during the transaction

3. Force Majeure: Optional clause for protection against unforeseen circumstances

4. Insurance: Required for high-value goods or when specific insurance coverage is needed

5. Export/Import Compliance: Necessary for international sales or regulated products

6. Return Policy: Important for retail sales or when dealing with consumable goods

7. After-Sales Service: Required when providing maintenance or support services

8. Exclusivity: Optional when granting exclusive selling rights or territories

Suggested Schedules

1. Schedule A - Product Specifications: Detailed technical specifications and requirements of the products

2. Schedule B - Pricing Schedule: Detailed pricing information, including any volume discounts or special pricing arrangements

3. Schedule C - Delivery Schedule: Detailed delivery timelines and logistics requirements

4. Schedule D - Quality Standards: Specific quality requirements and testing procedures

5. Schedule E - Warranty Terms: Detailed warranty terms and claim procedures

6. Appendix 1 - Required Certifications: Copies of required product certifications or compliance documents

7. Appendix 2 - Return Procedures: Detailed procedures for handling returns and rejections

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Clauses
Parties and Recitals
Definitions and Interpretation
Sale and Purchase
Price and Payment
Delivery
Title and Risk
Product Specifications
Quality Assurance
Warranties
Representations
Inspection and Testing
Returns and Refunds
Force Majeure
Confidentiality
Intellectual Property
Liability and Indemnification
Insurance
Term and Termination
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Counterparts
Compliance with Laws
Data Protection
Export Control
Relevant Industries

Retail

Manufacturing

Technology

Consumer Goods

Industrial Products

Agriculture

Electronics

Automotive

Pharmaceuticals

Food and Beverage

Textiles

Construction Materials

Chemical Products

Export/Import

E-commerce

Relevant Teams

Legal

Sales

Commercial

Procurement

Finance

Compliance

Operations

Business Development

Risk Management

Supply Chain

Contract Administration

Relevant Roles

Sales Manager

Commercial Director

Business Development Manager

Legal Counsel

Contract Administrator

Procurement Manager

Supply Chain Manager

Chief Commercial Officer

Account Executive

Sales Operations Manager

Compliance Officer

Risk Manager

Chief Financial Officer

General Manager

Managing Director

Industries
Civil Code of the Philippines (Republic Act No. 386): Provides the fundamental legal framework for contracts, including formation, validity, obligations, and remedies for breach of contract
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer rights and interests, establishing standards for product quality, labeling, warranties, and liability
Electronic Commerce Act of 2000 (Republic Act No. 8792): Governs electronic transactions and digital signatures, crucial for modern sales contracts that may be executed electronically
National Internal Revenue Code: Outlines tax obligations and requirements related to sales transactions, including VAT and documentation requirements
Price Act (Republic Act No. 7581): Regulates the pricing of basic necessities and prime commodities, affecting pricing terms in sales contracts
Sale of Goods Act provisions in the Civil Code: Specific provisions governing the sale of goods, including transfer of ownership, warranties, and delivery terms
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection and handling 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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