The Simple Agreement of Sale is a fundamental legal instrument widely used in the Philippines for documenting the transfer of ownership in sale transactions. This document type is particularly useful for straightforward sales where parties need a clear, legally compliant agreement without complex conditions or terms. The agreement is designed to comply with the requirements of the Civil Code of the Philippines and related commercial laws, making it suitable for both business-to-business and business-to-consumer transactions. While maintaining simplicity, the Simple Agreement of Sale includes all essential elements required for a valid sale contract in the Philippines: competent parties, subject matter, price certain, and consent. It's commonly used for transactions involving goods, equipment, or simple property transfers where extensive negotiations or complex terms are unnecessary.
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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: Brief context of the sale transaction and the parties' intention to enter into the agreement
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Subject Matter of Sale: Detailed description of the property or goods being sold, including specific identification and quantity
5. Purchase Price: States the agreed purchase price and currency
6. Payment Terms: Specifies the method, timing, and conditions of payment
7. Delivery: Details of when, where, and how the goods/property will be delivered or transferred
8. Title and Risk: Specifies when ownership and risk transfer from Seller to Buyer
9. Representations and Warranties: Basic warranties about ownership, condition, and authority to sell
10. Governing Law: Confirms Philippine law as governing law and jurisdiction
11. Execution: Signature blocks and execution requirements
1. Conditions Precedent: Used when the sale is subject to certain conditions being met before completion
2. Inspection Rights: Include when the buyer needs to inspect the goods before accepting delivery
3. Warranty Period: Required for sales of goods with specific warranty terms
4. Return Policy: Include for retail sales or when return rights are being granted
5. Intellectual Property: Necessary when the sale includes IP rights or licensed content
6. Confidentiality: Include when sensitive information will be exchanged during the transaction
7. Force Majeure: Optional protection against unforeseen events affecting performance
8. Tax Provisions: Detailed tax arrangements when significant tax implications exist
1. Schedule 1 - Description of Goods/Property: Detailed technical specifications or property description
2. Schedule 2 - Payment Schedule: Breakdown of installment payments if applicable
3. Schedule 3 - Delivery Schedule: Detailed delivery timeline for multiple items or staged deliveries
4. Appendix A - Required Documents: List of documents to be provided by either party
Relevant legal definitions
Clauses
Relevant Industries
Retail
Real Estate
Manufacturing
Wholesale Trade
Agriculture
Technology
Consumer Goods
Industrial Equipment
Automotive
Construction
Relevant Teams
Legal
Procurement
Sales
Commercial
Operations
Compliance
Administration
Finance
Business Development
Risk Management
Relevant Roles
Sales Manager
Procurement Officer
Legal Counsel
Business Development Manager
Contract Administrator
Commercial Director
Operations Manager
Property Manager
Purchasing Manager
Compliance Officer
General Manager
Corporate Secretary
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