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Exclusive Purchasing Agreement for Philippines

Exclusive Purchasing Agreement Template for Philippines

This document establishes an exclusive purchasing arrangement between a supplier and purchaser under Philippine law, creating a binding commitment for the purchaser to source specific products or services solely from the designated supplier. The agreement comprehensively addresses key aspects including minimum purchase requirements, pricing mechanisms, quality standards, and delivery terms while ensuring compliance with Philippine competition laws, particularly the Philippine Competition Act (Republic Act No. 10667). It includes provisions for term duration, termination conditions, and dispute resolution mechanisms, all structured within the framework of Philippine commercial and contract law.

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What is a Exclusive Purchasing Agreement?

The Exclusive Purchasing Agreement is a crucial commercial contract used when a business wishes to establish a dedicated supply relationship with a single supplier for specific products or services. This document, governed by Philippine law, is particularly valuable in situations requiring supply chain security, guaranteed volumes, or preferential pricing arrangements. It details the exclusive purchasing obligations, minimum purchase commitments, quality standards, and delivery requirements while ensuring compliance with Philippine competition laws. The agreement is especially relevant in industries where consistent supply quality and reliability are paramount, or where significant investment in the supply relationship is contemplated. It includes comprehensive provisions addressing competition law compliance, particularly under the Philippine Competition Act, making it suitable for both domestic and international commercial relationships within the Philippine jurisdiction.

What sections should be included in a Exclusive Purchasing Agreement?

1. Parties: Identifies and provides full details of the supplier and purchaser, including their legal status and registered addresses

2. Background: Sets out the context of the agreement and the parties' intentions

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Exclusive Purchase Obligation: Core provision establishing the exclusive purchasing commitment and its scope

5. Products/Services Coverage: Detailed description of products/services subject to the exclusive purchasing obligation

6. Minimum Purchase Requirements: Specifies any minimum purchase quantities or values required during specified periods

7. Ordering Process: Details the procedure for placing and fulfilling orders

8. Pricing and Payment Terms: Establishes prices, price adjustment mechanisms, and payment conditions

9. Delivery and Acceptance: Specifies delivery terms, timelines, and acceptance procedures

10. Quality Requirements: Sets quality standards and specifications for products/services

11. Term and Termination: Specifies duration of agreement and grounds for termination

12. Confidentiality: Protects confidential information exchanged between parties

13. Force Majeure: Addresses circumstances beyond parties' control affecting performance

14. Governing Law and Jurisdiction: Specifies Philippine law as governing law and sets jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

What sections are optional to include in a Exclusive Purchasing Agreement?

1. Competition Law Compliance: Specific provisions ensuring compliance with Philippine Competition Act, recommended for high-value or market-significant agreements

2. Territory Restrictions: Defines geographical limitations of the exclusive arrangement, if applicable

3. Marketing and Promotion: Obligations regarding marketing and promotion of products, if relevant

4. Intellectual Property Rights: Provisions regarding use of trademarks and other IP, necessary if branded products are involved

5. Performance Metrics: Specific KPIs and performance standards, useful for complex supply relationships

6. Insurance Requirements: Specific insurance obligations, recommended for high-value or high-risk products

7. Product Development: Provisions for new product development or modifications, relevant for evolving product lines

8. Training and Support: Requirements for technical support or training, relevant for complex products or services

What schedules should be included in a Exclusive Purchasing Agreement?

1. Product Specifications: Detailed technical specifications of products covered by the agreement

2. Price List: Comprehensive pricing information including any volume discounts or special pricing arrangements

3. Minimum Purchase Quantities: Detailed breakdown of minimum purchase requirements by period and product

4. Service Level Agreement: Specific performance metrics and service levels to be maintained

5. Quality Standards: Detailed quality requirements and testing procedures

6. Authorized Locations: List of authorized delivery or service locations

7. Key Personnel: List of key contacts and responsible personnel from both parties

8. Form of Purchase Order: Template or standard form for placing orders

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

Retail

Consumer Goods

Industrial Supply

Food and Beverage

Pharmaceuticals

Automotive

Electronics

Construction Materials

Agricultural Products

Chemical Industry

Telecommunications Equipment

Relevant Teams

Legal

Procurement

Supply Chain

Operations

Finance

Compliance

Commercial

Business Development

Risk Management

Vendor Management

Relevant Roles

Procurement Manager

Supply Chain Director

Commercial Director

Legal Counsel

Contract Manager

Chief Operating Officer

Purchasing Director

Vendor Relations Manager

Business Development Manager

Operations Manager

Compliance Officer

Category Manager

Strategic Sourcing Manager

Chief Financial Officer

General Counsel

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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