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Terms Of Sale Of Goods Contract

Terms Of Sale Of Goods Contract Template for Philippines

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Key Requirements PROMPT example:

Terms Of Sale Of Goods Contract

"I need a Terms of Sale of Goods Contract for my electronics manufacturing company in Manila, selling components to industrial buyers across the Philippines, with specific focus on quality control standards and warranty terms for sophisticated electronic parts."

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Document background
The Terms of Sale of Goods Contract is a fundamental commercial document used in the Philippines to formalize the sale and purchase of goods between parties. This contract type is essential for businesses engaged in selling products, whether in B2B or B2C contexts, and must comply with Philippine commercial law, particularly the Civil Code of the Philippines and the Consumer Act. The document is designed to protect both sellers' and buyers' interests by clearly defining product specifications, payment terms, delivery conditions, warranties, and dispute resolution procedures. It's particularly important in the Philippine context where specific consumer protection regulations and commercial practices must be observed. The contract can be customized for various industries while maintaining compliance with local regulations and incorporating necessary safeguards for international trade when applicable.
Suggested Sections

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

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

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

4. Sale and Purchase Obligation: Core agreement for the seller to sell and the buyer to purchase the goods

5. Product Specifications: Detailed description of the goods being sold, including quality standards and specifications

6. Price and Payment Terms: Purchase price, payment schedule, method of payment, and any applicable taxes

7. Delivery Terms: Delivery schedule, method, location, and transfer of risk

8. Title and Risk: Point at which title passes and allocation of risk in the goods

9. Warranties and Representations: Standard warranties regarding product quality, conformity with specifications, and legal compliance

10. Inspection and Acceptance: Procedures for inspecting goods and accepting or rejecting deliveries

11. Term and Termination: Duration of the agreement and circumstances allowing termination

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

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Minimum Purchase Requirements: Used when there are minimum order quantities or purchase commitments

2. Exclusivity: Include when either party is granted exclusive rights in certain territories or product lines

3. Insurance Requirements: Added for high-value goods or when specific insurance coverage is needed

4. Intellectual Property Rights: Include when the goods involve patents, trademarks, or other IP rights

5. Confidentiality: Used when parties exchange sensitive information during the course of business

6. Force Majeure: Include for long-term supply arrangements or when dealing with manufacturing goods

7. Return and Refund Policy: Important for retail sales or when dealing with consumer goods

8. Quality Control Procedures: Include for manufacturing or technical products requiring specific quality standards

Suggested Schedules

1. Schedule A - Product Specifications: Detailed technical specifications, drawings, or descriptions of the goods

2. Schedule B - Price List: Itemized list of products and their prices, including any volume discounts

3. Schedule C - Delivery Schedule: Detailed delivery timeframes and locations if multiple delivery points are involved

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

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

6. Appendix 1 - Technical Documentation: Product manuals, safety instructions, or technical specifications

7. Appendix 2 - Service Level Requirements: If applicable, details of any associated service levels or support requirements

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
Relevant Industries

Retail

Manufacturing

Consumer Goods

Electronics

Automotive

Food and Beverage

Textiles

Industrial Equipment

Agriculture

Construction Materials

Medical Supplies

Technology

Chemical Products

Furniture and Home Goods

Relevant Teams

Legal

Sales

Procurement

Commercial

Operations

Supply Chain

Compliance

Finance

Business Development

Contract Administration

Relevant Roles

Sales Manager

Procurement Manager

Legal Counsel

Commercial Director

Supply Chain Manager

Business Development Manager

Contract Administrator

Operations Manager

General Manager

Compliance Officer

Chief Commercial Officer

Purchasing Officer

Sales Director

Import/Export Manager

Retail Manager

Industries
Civil Code of the Philippines (Republic Act No. 386): Primary law governing contracts, obligations, and sales in the Philippines. Contains provisions on formation of contracts, obligations of sellers and buyers, warranties, and remedies for breach.
Consumer Act of the Philippines (Republic Act No. 7394): Provides protection for consumers, including provisions on product quality, safety standards, warranties, and remedies against defective products.
Electronic Commerce Act (Republic Act No. 8792): Governs electronic transactions and provides legal recognition to electronic documents in commercial transactions.
Price Act (Republic Act No. 7581): Regulates the prices of basic necessities and prime commodities, which may affect pricing terms in sales contracts.
Tax Code of the Philippines (National Internal Revenue Code): Contains provisions on Value Added Tax (VAT) and other taxes applicable to sale of goods transactions.
Bureau of Product Standards Law (Republic Act No. 4109): Establishes product standards and quality requirements that may need to be referenced in sales contracts.
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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