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Commercial Buy Sell Agreement for Philippines

Commercial Buy Sell Agreement Template for Philippines

A comprehensive commercial agreement governed by Philippine law that establishes the terms and conditions for the sale and purchase of goods between business entities. This document incorporates requirements from the Civil Code of the Philippines and the Code of Commerce, addressing key aspects such as product specifications, pricing, delivery terms, warranties, and risk transfer. It includes provisions for quality assurance, payment security, and dispute resolution mechanisms, while ensuring compliance with local commercial regulations and business practices.

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What is a Commercial Buy Sell Agreement?

The Commercial Buy-Sell Agreement is a fundamental business document used in the Philippine market for structuring commercial transactions between business entities. It serves as a comprehensive framework for both one-time and recurring commercial sales, incorporating requirements from Philippine commercial law, including the Civil Code and Code of Commerce. This document is essential when businesses engage in significant commercial transactions requiring detailed terms for product specifications, quality standards, delivery arrangements, and payment terms. It provides legal protection for both parties while ensuring compliance with local regulatory requirements, tax obligations, and commercial practices. The agreement is particularly important for transactions involving substantial value, complex delivery arrangements, or specific quality requirements, and can be customized to accommodate various industries and transaction types while maintaining its enforceability under Philippine law.

What sections should be included in a Commercial Buy Sell Agreement?

1. Parties: Identification of seller and buyer with complete legal names, addresses, and registration details as required under Philippine law

2. Background: Context of the transaction and brief description of the parties' business relationship

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

4. Subject Matter of Sale: Detailed description of goods or products being sold, including specifications and quantities

5. Purchase Price: Price, currency, and basic payment terms

6. Payment Terms: Detailed payment schedule, method of payment, and any conditions precedent to payment

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

8. Quality and Inspection: Quality standards, inspection procedures, and acceptance criteria

9. Warranties and Representations: Warranties regarding the goods and standard commercial representations from both parties

10. Title and Risk: Provisions regarding transfer of ownership and risk of loss

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

12. Default and Remedies: Events of default and corresponding remedies available to parties

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

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

15. Execution: Signature blocks and execution formalities compliant with Philippine law

What sections are optional to include in a Commercial Buy Sell Agreement?

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

2. Confidentiality: Include when transaction involves exchange of sensitive business information

3. Insurance: Include when specific insurance requirements are needed for high-value goods

4. Force Majeure: Include when dealing with long-term supply arrangements or high-risk goods

5. Export/Import Compliance: Include for international transactions or regulated goods

6. Security Arrangements: Include when payment terms require security or when dealing with high-value transactions

7. After-Sales Service: Include for technical equipment or goods requiring maintenance

8. Return and Refund Policy: Include for goods that may require return or replacement

9. Exclusivity: Include when parties agree to exclusive dealing arrangements

What schedules should be included in a Commercial Buy Sell Agreement?

1. Schedule A - Product Specifications: Detailed technical specifications of the goods

2. Schedule B - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms

3. Schedule C - Delivery Schedule: Detailed delivery timelines and locations

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 Documents: List of documents required for the transaction (e.g., permits, certificates)

7. Appendix 2 - Form of Payment Security: Template for any required letters of credit or bank guarantees

8. Appendix 3 - Inspection Certificate: Template for quality inspection certification

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

Cost

Free to use
Relevant legal definitions


















































Clauses











































Relevant Industries

Manufacturing

Wholesale Trade

Retail

Agriculture

Technology

Construction

Automotive

Electronics

Food and Beverage

Pharmaceuticals

Textiles

Industrial Equipment

Consumer Goods

Raw Materials

Energy

Mining

Chemicals

Telecommunications

Relevant Teams

Legal

Procurement

Sales

Finance

Operations

Compliance

Risk Management

Supply Chain

Commercial Operations

Business Development

Contract Administration

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Procurement Manager

Sales Director

Supply Chain Manager

Legal Counsel

Contract Manager

Business Development Manager

Operations Manager

Finance Manager

Compliance Officer

Risk Manager

Commercial Manager

Purchasing Officer

Sales Manager

General Manager

Corporate Secretary

Chief Operating Officer

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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