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Buy And Sell Contract for Philippines

Buy And Sell Contract Template for Philippines

A Buy and Sell Contract under Philippine law is a legally binding agreement that documents the transfer of ownership of property or goods from a seller to a buyer for an agreed monetary consideration. This document, governed by the Civil Code of the Philippines and related legislation, outlines the terms and conditions of the sale, including payment terms, delivery arrangements, warranties, and the rights and obligations of both parties. It incorporates specific requirements of Philippine law, including consumer protection provisions and, where applicable, Maceda Law requirements for installment sales.

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What is a Buy And Sell Contract?

The Buy and Sell Contract is a fundamental legal document used in the Philippines for documenting sales transactions of various types of property or goods. This contract type is essential for both business-to-business and consumer transactions, providing a legally enforceable framework under Philippine law for the transfer of ownership. It should be used whenever there is a sale of significant value requiring formal documentation, particularly for real estate, vehicles, business assets, or high-value goods. The contract must comply with the Civil Code of the Philippines, Consumer Act, and other relevant legislation, incorporating necessary provisions for warranties, payment terms, and delivery conditions. Special considerations apply for installment sales under the Maceda Law, and additional requirements may exist for regulated industries or specific types of property.

What sections should be included in a Buy And Sell Contract?

1. Parties: Identifies and provides complete details of the Seller and Buyer, including their legal names, addresses, and tax identification numbers

2. Background: Establishes the context of the sale and the parties' intention to enter into the transaction

3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty

4. Subject Matter of Sale: Detailed description of the property or goods being sold, including all relevant specifications and conditions

5. Purchase Price: States the agreed purchase price and currency

6. Payment Terms: Specifies the method, timing, and conditions of payment

7. Transfer of Ownership: Details when and how ownership transfers from seller to buyer

8. Warranties and Representations: Seller's warranties regarding the condition and ownership of the property/goods

9. Delivery Terms: Specifies the time, place, and method of delivery

10. Risk and Insurance: Addresses when risk transfers and any required insurance

11. Default and Remedies: Outlines what constitutes default and the available remedies

12. Governing Law: Confirms Philippine law as governing law and jurisdiction

13. Execution: Signature blocks and execution requirements

What sections are optional to include in a Buy And Sell Contract?

1. Inspection Period: Used when buyer requires time to inspect the property/goods before finalizing the purchase

2. Installment Payment Terms: Required when payment is to be made in installments, incorporating Maceda Law provisions

3. Conditions Precedent: Include when certain conditions must be met before the sale becomes effective

4. Tax Provisions: Detailed section on tax obligations when the transaction involves significant tax implications

5. Broker Provisions: Include when a broker is involved in the transaction

6. Electronic Transaction Provisions: Required when the contract involves electronic signatures or digital documentation

7. Force Majeure: Optional protection against unforeseen circumstances affecting contract performance

8. Assignment Rights: Include when either party may need to assign their rights under the contract

What schedules should be included in a Buy And Sell Contract?

1. Schedule A - Property/Goods Description: Detailed technical or legal description of the subject matter being sold

2. Schedule B - Payment Schedule: Detailed breakdown of payment terms, especially for installment payments

3. Schedule C - Delivery Schedule: Detailed timeline and specifications for delivery if complex or multiple deliveries

4. Schedule D - Defects List: List of known defects or conditions of the property/goods acknowledged by both parties

5. Schedule E - Required Documents: List of documents required for transfer of ownership

6. Appendix 1 - Property Documents: Copies of relevant property documents, titles, or certificates

7. Appendix 2 - Photographs: Visual documentation of the property/goods in their current condition

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions






























Clauses






























Relevant Industries

Real Estate

Retail

Manufacturing

Agriculture

Automotive

Consumer Goods

Industrial Equipment

Technology

Construction

Import/Export

Small and Medium Enterprises

Corporate Business

Relevant Teams

Legal

Sales

Procurement

Finance

Operations

Compliance

Real Estate

Business Development

Contract Administration

Risk Management

Corporate Secretariat

Relevant Roles

Legal Counsel

Contract Manager

Business Development Manager

Sales Manager

Procurement Manager

Real Estate Agent

Property Manager

Corporate Secretary

Compliance Officer

Finance Manager

Operations Manager

Business Owner

CEO

Managing Director

Purchase Officer

Asset Manager

Industries






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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