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Business Sales Agreement
"I need a Business Sales Agreement for my manufacturing company based in Manila to sell industrial equipment to a distributor in Cebu, with delivery scheduled throughout 2025 and including export compliance provisions."
1. Parties: Identifies the parties to the agreement, including their complete legal names, addresses, and registration details as required under Philippine law
2. Background: Provides context for the agreement, including the business relationship between the parties and their intentions
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation
4. Sale and Purchase: Details the core transaction, including the description of goods/services being sold and purchased
5. Price and Payment: Specifies the purchase price, payment terms, method of payment, and any applicable taxes or charges
6. Delivery and Acceptance: Outlines the delivery terms, timeline, inspection procedures, and acceptance criteria
7. Warranties and Representations: Contains warranties and representations made by both parties, including quality assurances and compliance with Philippine laws
8. Title and Risk: Specifies when title and risk in the goods passes from seller to buyer
9. Term and Termination: Sets out the duration of the agreement and circumstances under which it can be terminated
10. Confidentiality: Establishes obligations regarding confidential information shared during the business relationship
11. Dispute Resolution: Details the process for resolving disputes, including jurisdiction and governing law provisions
12. General Provisions: Contains standard boilerplate clauses required under Philippine law, including severability and entire agreement provisions
1. Intellectual Property Rights: Required when the sale involves transfer or licensing of intellectual property
2. Quality Control: Necessary for agreements involving manufacturing or specific quality standards
3. Export/Import Compliance: Required for international sales transactions
4. Insurance: Important when significant risks need to be covered during transportation or storage
5. Training and Support: Relevant when the sale includes technical products requiring user training
6. Data Protection: Required when personal data processing is involved in the transaction
7. Force Majeure: Optional but recommended to address unforeseen circumstances affecting performance
8. Non-Competition: Required when there are concerns about competitive activities
1. Schedule 1 - Product Specifications: Detailed technical specifications of the products being sold
2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices, including any volume discounts or special pricing arrangements
3. Schedule 3 - Delivery Schedule: Specific delivery timelines and locations
4. Schedule 4 - Service Level Agreement: Performance metrics and service standards if applicable
5. Schedule 5 - Warranty Terms: Detailed warranty terms and conditions
6. Appendix A - Required Certifications: Copies of necessary certifications or permits
7. Appendix B - Quality Control Procedures: Detailed quality control processes and standards
8. Appendix C - Contact Details: List of key contacts from both parties for various aspects of the agreement
Authors
Manufacturing
Retail
Wholesale Trade
Technology
Consumer Goods
Industrial Equipment
Automotive
Electronics
Food and Beverage
Pharmaceuticals
Construction Materials
Textiles
Agriculture
Chemical Products
Medical Supplies
Legal
Procurement
Sales
Commercial
Operations
Finance
Compliance
Risk Management
Business Development
Supply Chain
Corporate Secretariat
Chief Executive Officer
Commercial Director
Procurement Manager
Sales Director
Legal Counsel
Contract Manager
Business Development Manager
Operations Manager
Supply Chain Manager
Finance Director
Compliance Officer
Risk Manager
General Manager
Corporate Secretary
Chief Financial Officer
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