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The Seller Agreement Contract is a vital commercial document used to formalize business relationships between sellers and buyers in the Philippines. This agreement is particularly important in the Philippine business context, where specific local regulations and business practices must be observed. The document is designed to comply with Philippine legislation, including the Civil Code of the Philippines (Republic Act No. 386), the Consumer Act (Republic Act No. 7394), and the E-Commerce Act (Republic Act No. 8792). It should be used whenever a company intends to establish a formal selling arrangement in the Philippines, whether for goods or services. The agreement typically includes comprehensive details about product specifications, pricing structures, delivery terms, quality standards, warranties, and dispute resolution mechanisms, all tailored to meet Philippine legal requirements and business customs. It serves as a critical tool for risk management and establishing clear commercial expectations between parties.

1. Parties: Identification and details of the seller and buyer entities, including complete legal names, addresses, and registration details

2. Background: Context of the agreement, including the seller's business nature and the purpose of the agreement

3. Definitions: Detailed definitions of key terms used throughout the agreement to ensure clarity and prevent misinterpretation

4. Scope of Agreement: Details of the products/services to be sold, including specifications and quantities

5. Pricing and Payment Terms: Comprehensive pricing structure, payment methods, payment schedules, and late payment consequences

6. Delivery Terms: Delivery timeframes, shipping terms, risk transfer points, and delivery obligations

7. Quality Standards: Product quality requirements, inspection rights, and quality assurance processes

8. Warranties and Representations: Seller's warranties regarding products/services and general business warranties

9. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

10. Confidentiality: Protection of confidential information exchanged during the business relationship

11. Intellectual Property: Rights and restrictions regarding the use of trademarks, patents, and other IP

12. Liability and Indemnification: Extent of liability and indemnification obligations of both parties

13. Force Majeure: Circumstances under which non-performance may be excused

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

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