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Bulk Sale Agreement Template for Philippines

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Key Requirements PROMPT example:

Bulk Sale Agreement

"I need a Bulk Sale Agreement to sell my retail business's entire inventory of electronics and computer parts to a wholesale distributor, with completion planned for March 2025, ensuring compliance with Philippine creditor notification requirements and including post-sale technical support provisions."

Document background
The Bulk Sale Agreement is a crucial document used when a business intends to sell all or a substantial portion of its inventory, merchandise, or assets in a single transaction in the Philippines. This type of agreement is specifically regulated under Act No. 3952 (Bulk Sales Law), which was enacted to protect creditors from fraudulent transfers of business assets. The document becomes necessary when companies undergo major restructuring, liquidation, or strategic sales of significant portions of their business. The agreement must include detailed inventories, creditor notifications, and specific provisions required by Philippine law. A properly structured Bulk Sale Agreement ensures compliance with legal requirements while protecting both buyer's and seller's interests, and typically involves significant due diligence, creditor notification periods, and specific closing procedures.
Suggested Sections

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

2. Background: Context of the sale, brief description of the business/goods being sold, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the bulk sale, including description of assets being sold and confirmation of transfer

5. Purchase Price: Total consideration, payment terms, and method of payment

6. Conditions Precedent: Conditions that must be satisfied before the sale becomes effective, including creditor notification requirements

7. Seller's Warranties: Warranties regarding ownership, condition of goods, absence of encumbrances, and compliance with Bulk Sales Law

8. Buyer's Warranties: Warranties regarding legal capacity and financial ability to complete the purchase

9. Closing: Details of the closing process, timing, and deliverables

10. Creditor Protection: Provisions complying with Bulk Sales Law requirements regarding creditor notification and protection

11. Risk and Title: Transfer of risk and title in the goods/assets

12. Governing Law: Specification of Philippine law as governing law and jurisdiction details

13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Employee Matters: Required if the sale includes transfer of employees or affects employment relationships

2. Intellectual Property: Required if the sale includes transfer of trademarks, patents, or other IP rights

3. Tax Matters: Detailed tax provisions required for complex transactions or where specific tax treatment is agreed

4. Post-Closing Covenants: Required if there are ongoing obligations after closing, such as non-compete provisions

5. Environmental Matters: Required if the sale includes real property or environmental liabilities

6. Transition Services: Required if the seller will provide post-closing support or services

7. Insurance: Required if specific insurance arrangements are needed during transition

8. Broker Provisions: Required if brokers or agents are involved in the transaction

Suggested Schedules

1. Schedule 1 - Inventory List: Detailed inventory of all goods/assets included in the sale as required by Bulk Sales Law

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Purchase Price Allocation: Breakdown of purchase price across different asset categories

4. Schedule 4 - Creditor List: Complete list of seller's creditors as required by Bulk Sales Law

5. Schedule 5 - Encumbrances: List of any existing liens, encumbrances, or security interests

6. Schedule 6 - Required Consents: List of third-party consents required for the transaction

7. Appendix A - Form of Creditor Notice: Template notice to be sent to creditors under Bulk Sales Law

8. Appendix B - Closing Checklist: List of all documents and actions required for closing

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions








































Clauses



































Relevant Industries

Retail

Manufacturing

Wholesale Trade

Distribution

Import/Export

Consumer Goods

Industrial Products

Warehouse and Storage

Food and Beverage

Textiles and Apparel

Relevant Teams

Legal

Finance

Operations

Procurement

Compliance

Risk Management

Corporate Secretariat

Business Development

Asset Management

Treasury

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Commercial Director

Operations Manager

Procurement Manager

Inventory Manager

Business Development Director

Compliance Officer

Finance Manager

Legal Counsel

Risk Manager

Asset Manager

Corporate Secretary

Sales Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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