The Promissory Purchase and Sale Agreement is a specialized contract format commonly used in the Philippines when parties wish to enter into a sale transaction with deferred or installment payment arrangements. This document is particularly useful in situations where immediate full payment is not feasible or desired, but parties want to legally formalize their commitment to the transaction. It combines elements of both a promise to sell and a contract of sale, governed by the Philippine Civil Code and related commercial laws. The agreement typically includes detailed payment terms, conditions for transfer of ownership, warranties, and remedies for default. It's commonly used in real estate transactions, equipment purchases, and other high-value assets where staged payments are preferred. The document provides security for the seller while giving the buyer flexibility in payment terms, making it a practical choice for various commercial and private transactions in the Philippine context.
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1. Parties: Identifies and provides complete details of the seller and buyer, including their legal names, addresses, and tax identification numbers
2. Background: Contextual information explaining the purpose of the agreement and the parties' intent to enter into a purchase and sale arrangement
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation
4. Subject Matter of Sale: Detailed description of the property or goods being sold, including all relevant specifications and characteristics
5. Purchase Price: States the total purchase price and any applicable taxes or fees
6. Payment Terms: Specifies the payment schedule, method of payment, and any installment arrangements
7. Delivery and Transfer of Ownership: Details when and how the property will be delivered and when ownership officially transfers
8. Representations and Warranties: Statements of fact and guarantees made by both parties regarding the sale
9. Rights and Obligations: Outlines the specific rights and responsibilities of both parties under the agreement
10. Default and Remedies: Specifies what constitutes default and the available remedies for the non-defaulting party
11. Governing Law: Confirms that Philippine law governs the agreement and specifies the jurisdiction for dispute resolution
12. Miscellaneous: Standard contract provisions including severability, entire agreement, and amendments
1. Security Provisions: Used when collateral or security is required for the purchase price, including details of mortgages or liens
2. Condition Precedent: Include when certain conditions must be met before the sale becomes effective
3. Insurance: Required when the agreement includes provisions for insurance coverage during the transition period
4. Due Diligence: Include when the buyer requires a period to investigate the property or goods before finalizing the purchase
5. Third-Party Rights: Necessary when there are existing third-party interests or rights that need to be addressed
6. Intellectual Property: Include when the sale involves assets with associated intellectual property rights
7. Force Majeure: Optional clause protecting parties from unforeseeable circumstances preventing fulfillment of obligations
1. Schedule A - Property Description: Detailed technical or legal description of the property or goods being sold
2. Schedule B - Payment Schedule: Detailed breakdown of installment payments, including dates and amounts
3. Schedule C - Delivery Schedule: Timeline and specifications for delivery of the property or goods
4. Schedule D - Due Diligence Requirements: List of documents and information to be provided during due diligence
5. Appendix 1 - Required Documents: List of all documents required for the transfer of ownership
6. Appendix 2 - Warranties: Detailed warranties provided by the seller regarding the property or goods
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Manufacturing
Retail
Agriculture
Technology
Construction
Automotive
Industrial Equipment
Consumer Goods
Mining
Energy
Telecommunications
Relevant Teams
Legal
Finance
Sales
Procurement
Business Development
Operations
Risk Management
Compliance
Real Estate
Asset Management
Commercial
Relevant Roles
Legal Counsel
Contract Manager
Business Development Manager
Chief Financial Officer
Sales Director
Procurement Manager
Real Estate Manager
Asset Manager
Commercial Director
Operations Manager
Risk Manager
Compliance Officer
Property Manager
Finance Manager
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