The Contract of Purchase and Sale Private Sale is a fundamental legal instrument in Philippine commercial transactions, essential for documenting the transfer of ownership of property or goods between private parties. This document type is commonly used when individuals or businesses wish to formalize a sale transaction without going through public auction or tender processes. The contract must comply with the requirements of the Civil Code of the Philippines, particularly Articles 1458-1637 governing sales, as well as other relevant legislation such as the Consumer Act and tax regulations. It's particularly important for ensuring clear documentation of the transaction terms, protecting both parties' interests, and facilitating proper registration and tax compliance where applicable. The document should be tailored to the specific transaction while maintaining all essential elements required under Philippine law.
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1. Parties: Identification and details of the Seller and Buyer, including complete names, addresses, and tax identification numbers
2. Background: Context of the sale, brief description of the property/goods being sold, and the parties' intention to enter into the sale transaction
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the property/goods being sold, including specific identifiers, condition, and any existing encumbrances
5. Purchase Price: Agreed purchase price, payment terms, method of payment, and payment schedule if applicable
6. Terms of Payment: Specific conditions for payment, including deposits, installments, and final payment arrangements
7. Delivery and Transfer of Ownership: Terms for the physical transfer of the property/goods and the transfer of legal ownership
8. Representations and Warranties: Seller's warranties regarding ownership, condition, and authority to sell; Buyer's warranties regarding capacity to purchase
9. Conditions Precedent: Conditions that must be fulfilled before the sale becomes final
10. Risk and Insurance: Allocation of risk and responsibility for insurance during the transfer period
11. Taxes and Expenses: Allocation of responsibility for taxes, registration fees, and other transaction costs
12. Governing Law: Specification of Philippine law as governing law and relevant jurisdiction
13. Execution: Signature blocks, notarization requirements, and witness provisions
1. Due Diligence: Used when the sale involves complex property requiring buyer investigation, specifying the scope and timeline for due diligence
2. Broker/Agent Provisions: Required when a broker or agent is involved in the transaction, detailing their role and compensation
3. Financing Contingency: Included when the purchase is contingent on the buyer obtaining financing
4. Property Inspection: For sales of real property or complex equipment, detailing inspection rights and procedures
5. Environmental Matters: For property sales where environmental issues may be relevant
6. Existing Tenancies: Required when selling property with current tenants or lease agreements
7. Post-Closing Obligations: When parties have continuing obligations after the sale closes
8. Force Majeure: Optional clause for handling unforeseen circumstances that may affect the transaction
1. Schedule A - Property Description: Detailed technical description of the property/goods being sold, including specifications, boundaries, or technical details
2. Schedule B - Inventory List: For sales including multiple items or components, providing a detailed inventory
3. Schedule C - Payment Schedule: If payment is to be made in installments, detailed payment timeline and amounts
4. Schedule D - Existing Encumbrances: List of any existing liens, mortgages, or other encumbrances on the property
5. Schedule E - Due Diligence Documents: List of documents provided for buyer's due diligence
6. Appendix 1 - Property Documents: Copies of relevant property documents, titles, or certificates
7. Appendix 2 - Permits and Licenses: Copies of relevant permits, licenses, or authorizations related to the property
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Manufacturing
Retail
Agriculture
Automotive
Construction
Technology
Industrial Equipment
Consumer Goods
Small Business
Professional Services
Mining
Transportation
Hospitality
Relevant Teams
Legal
Finance
Procurement
Sales
Operations
Compliance
Risk Management
Business Development
Property Management
Administrative
Corporate Secretariat
Relevant Roles
Legal Counsel
Corporate Lawyer
Business Owner
Chief Executive Officer
Chief Financial Officer
Property Manager
Real Estate Agent
Procurement Manager
Sales Manager
Contract Administrator
Business Development Manager
Operations Manager
Asset Manager
Company Secretary
Compliance Officer
Risk Manager
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