The Basic Sales Agreement is a fundamental legal document used for documenting the sale of goods between parties in the Philippines. This document is essential when businesses or individuals need to formalize their sales transactions with clear, legally-binding terms. It's particularly relevant for both one-time sales and ongoing supply relationships, incorporating requirements from Philippine commercial law, particularly the Civil Code of the Philippines and relevant consumer protection legislation. The agreement serves as a protective measure for both parties by clearly defining the terms of sale, payment conditions, delivery requirements, and warranty provisions. It's designed to be adaptable for various types of goods and can be modified to accommodate different business needs while maintaining compliance with Philippine legal requirements.
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1. Parties: Identification and details of the seller and buyer, including their legal names, addresses, and registration details if applicable
2. Background: Brief context of the sale transaction and the purpose of the agreement
3. Definitions: Key terms used throughout the agreement and their specific meanings
4. Sale and Purchase: Core terms of the sale including description of goods and agreed purchase price
5. Payment Terms: Details of payment method, timing, and any installment arrangements
6. Delivery: Terms regarding delivery of goods, including timing, location, and responsibility for shipping costs
7. Title and Risk: When ownership transfers and who bears risk of loss or damage during transit
8. Warranties: Standard warranties regarding quality, condition, and fitness for purpose of the goods
9. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
10. Governing Law: Specification that Philippine law governs the agreement
11. Dispute Resolution: Process for resolving any disputes that arise under the agreement
12. Execution: Signature blocks and execution formalities
1. Intellectual Property: Include when the sale involves goods with associated IP rights or licensed components
2. Confidentiality: Include when sensitive information will be exchanged during the transaction
3. Insurance: Include when specific insurance requirements are needed for high-value or high-risk goods
4. Returns and Refunds: Include when dealing with consumer goods or when specific return policies are required
5. Quality Control: Include when dealing with manufactured goods or products requiring specific quality standards
6. Force Majeure: Include when protection against unforeseen circumstances is particularly important
7. Export/Import Controls: Include when goods are being traded internationally
1. Schedule 1 - Goods Description: Detailed specification of the goods being sold, including quantities and technical details
2. Schedule 2 - Price List: Detailed breakdown of prices if multiple items or pricing tiers are involved
3. Schedule 3 - Delivery Schedule: Detailed delivery timeline if multiple deliveries are planned
4. Appendix A - Quality Standards: Specific quality requirements or standards that must be met
5. Appendix B - Warranty Terms: Detailed warranty terms and conditions if more extensive than in main agreement
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Wholesale
Consumer Goods
Electronics
Furniture
Automotive
Textiles
Food and Beverage
Construction Materials
Agricultural Products
Industrial Equipment
Relevant Teams
Legal
Sales
Procurement
Operations
Finance
Compliance
Commercial
Supply Chain
Business Development
Contract Administration
Relevant Roles
Sales Manager
Procurement Manager
Business Development Manager
Commercial Director
Legal Counsel
Contract Administrator
Operations Manager
Supply Chain Manager
Purchasing Officer
General Manager
Small Business Owner
Compliance Officer
Chief Financial Officer
Sales Representative
Account Manager
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