The Supply of Goods Agreement is a fundamental commercial contract used to establish and regulate the ongoing supply relationship between a supplier and buyer in the Philippines. This document is essential when parties intend to enter into a continuing supply arrangement rather than one-off purchases. It comprehensively addresses all aspects of the supply relationship, including order processes, delivery requirements, quality standards, pricing, payment terms, and risk allocation. The agreement must comply with Philippine law, particularly the Civil Code of the Philippines, Consumer Act, and relevant commercial regulations. It's commonly used in both domestic and international trade scenarios where Philippine law governs the transaction, and can be adapted for various industries and supply arrangements, from simple product supply to complex manufacturing and distribution relationships.
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1. Parties: Identification and details of the supplier and buyer, including registration numbers and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Supply Obligations: Core obligations of the supplier regarding the provision of goods
5. Order Process: Procedures for placing, accepting, and fulfilling orders
6. Delivery Terms: Delivery timeframes, locations, and responsibilities
7. Price and Payment: Pricing structure, payment terms, invoicing, and payment methods
8. Quality Requirements: Quality standards, specifications, and compliance requirements
9. Title and Risk: Transfer of ownership and risk in the goods
10. Warranties: Warranties regarding the goods and their fitness for purpose
11. Term and Termination: Duration of the agreement and termination provisions
12. Confidentiality: Protection of confidential information
13. Liability and Indemnity: Limitation of liability and indemnification provisions
14. Force Majeure: Provisions for unforeseen circumstances affecting performance
15. Governing Law and Jurisdiction: Application of Philippine law and dispute resolution
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Minimum Purchase Commitments: Include when buyer agrees to minimum purchase quantities
2. Exclusivity: Include when there are exclusive supply or territory arrangements
3. Insurance: Include when specific insurance requirements are needed
4. Intellectual Property: Include when IP rights are relevant to the goods or packaging
5. Competition Compliance: Include for agreements that may raise competition law concerns
6. Export Controls: Include for international supply arrangements
7. Sustainability Requirements: Include when environmental or sustainability standards apply
8. Change Control: Include when formal processes for changes to specifications are needed
9. Performance Metrics: Include when specific KPIs or service levels apply
10. Storage and Handling: Include for goods requiring special storage or handling conditions
1. Schedule 1 - Goods Specification: Detailed technical specifications of the goods
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts
3. Schedule 3 - Delivery Locations: List of approved delivery locations and specific requirements
4. Schedule 4 - Quality Standards: Detailed quality requirements and testing procedures
5. Schedule 5 - Order Form Template: Standard form for placing orders
6. Schedule 6 - Service Level Agreement: Performance metrics and measurement criteria
7. Schedule 7 - Key Contacts: Contact details for key personnel on both sides
8. Appendix A - Compliance Requirements: Specific regulatory or compliance requirements
9. Appendix B - Special Handling Instructions: Special requirements for handling or storing goods
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Consumer Goods
Industrial Supply
Food and Beverage
Electronics
Automotive
Construction
Pharmaceuticals
Agriculture
Textiles
Chemical Industry
Mining
Technology
Telecommunications
Relevant Teams
Legal
Procurement
Supply Chain
Operations
Commercial
Sales
Business Development
Finance
Compliance
Risk Management
Logistics
Quality Assurance
Relevant Roles
Procurement Manager
Supply Chain Director
Commercial Director
Legal Counsel
Contract Manager
Operations Manager
Purchasing Officer
Vendor Manager
Sales Director
Business Development Manager
Chief Operating Officer
Logistics Manager
Compliance Officer
Risk Manager
General Manager
Import/Export Manager
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