The Seller's Contract is a fundamental commercial document used in the Philippines to establish legally binding sales arrangements between parties. This contract type is essential for businesses engaged in selling goods or products, whether in B2B or B2C contexts, and must comply with Philippine legal requirements, including the Civil Code, Consumer Act, and E-commerce laws. The document is particularly important in formalizing sales relationships, protecting both sellers' and buyers' interests, and ensuring clear understanding of obligations regarding product quality, delivery, warranties, and payment terms. It serves as a crucial tool for risk management and dispute prevention in commercial transactions within the Philippine jurisdiction.
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1. Parties: Identification of the Seller and Buyer with complete legal names and addresses
2. Background: Context of the sale arrangement and brief description of the business relationship
3. Definitions: Definitions of key terms used throughout the contract
4. Subject Matter of Sale: Detailed description of the goods or products being sold
5. Purchase Price: Price, payment terms, method of payment, and any applicable taxes
6. Delivery Terms: Delivery schedule, location, shipping terms, and transfer of risk
7. Quality and Specifications: Product specifications, quality standards, and compliance requirements
8. Warranties and Representations: Seller's warranties regarding the goods and standard representations
9. Title and Risk: Transfer of ownership and risk provisions
10. Inspection and Acceptance: Buyer's rights to inspect goods and acceptance procedures
11. Term and Termination: Duration of the agreement and termination provisions
12. Governing Law: Specification of Philippine law as governing law and jurisdiction
13. Execution: Signature blocks and execution formalities
1. Intellectual Property Rights: Required when selling products with associated IP rights or licensed content
2. Confidentiality: Needed when sensitive information is exchanged during the transaction
3. Force Majeure: Optional clause for protection against unforeseen circumstances
4. Insurance: Required for high-value goods or when specific insurance coverage is needed
5. Export/Import Compliance: Necessary for international sales or regulated products
6. Return Policy: Important for retail sales or when dealing with consumable goods
7. After-Sales Service: Required when providing maintenance or support services
8. Exclusivity: Optional when granting exclusive selling rights or territories
1. Schedule A - Product Specifications: Detailed technical specifications and requirements of the products
2. Schedule B - Pricing Schedule: Detailed pricing information, including any volume discounts or special pricing arrangements
3. Schedule C - Delivery Schedule: Detailed delivery timelines and logistics requirements
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 Certifications: Copies of required product certifications or compliance documents
7. Appendix 2 - Return Procedures: Detailed procedures for handling returns and rejections
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Technology
Consumer Goods
Industrial Products
Agriculture
Electronics
Automotive
Pharmaceuticals
Food and Beverage
Textiles
Construction Materials
Chemical Products
Export/Import
E-commerce
Relevant Teams
Legal
Sales
Commercial
Procurement
Finance
Compliance
Operations
Business Development
Risk Management
Supply Chain
Contract Administration
Relevant Roles
Sales Manager
Commercial Director
Business Development Manager
Legal Counsel
Contract Administrator
Procurement Manager
Supply Chain Manager
Chief Commercial Officer
Account Executive
Sales Operations Manager
Compliance Officer
Risk Manager
Chief Financial Officer
General Manager
Managing Director
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