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Commercial Buy Sell Agreement
"I need a Commercial Buy-Sell Agreement for a monthly supply of manufactured automotive parts from our Philippine supplier to our assembly plant in Manila, with first delivery starting March 2025 and including quality control requirements and rejection procedures."
1. Parties: Identification of seller and buyer with complete legal names, addresses, and registration details as required under Philippine law
2. Background: Context of the transaction and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of goods or products being sold, including specifications and quantities
5. Purchase Price: Price, currency, and basic payment terms
6. Payment Terms: Detailed payment schedule, method of payment, and any conditions precedent to payment
7. Delivery Terms: Delivery schedule, location, method, and transfer of risk provisions
8. Quality and Inspection: Quality standards, inspection procedures, and acceptance criteria
9. Warranties and Representations: Warranties regarding the goods and standard commercial representations from both parties
10. Title and Risk: Provisions regarding transfer of ownership and risk of loss
11. Term and Termination: Duration of agreement and circumstances allowing termination
12. Default and Remedies: Events of default and corresponding remedies available to parties
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
15. Execution: Signature blocks and execution formalities compliant with Philippine law
1. Intellectual Property Rights: Include when the goods involve patents, trademarks, or other IP rights
2. Confidentiality: Include when transaction involves exchange of sensitive business information
3. Insurance: Include when specific insurance requirements are needed for high-value goods
4. Force Majeure: Include when dealing with long-term supply arrangements or high-risk goods
5. Export/Import Compliance: Include for international transactions or regulated goods
6. Security Arrangements: Include when payment terms require security or when dealing with high-value transactions
7. After-Sales Service: Include for technical equipment or goods requiring maintenance
8. Return and Refund Policy: Include for goods that may require return or replacement
9. Exclusivity: Include when parties agree to exclusive dealing arrangements
1. Schedule A - Product Specifications: Detailed technical specifications of the goods
2. Schedule B - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule C - Delivery Schedule: Detailed delivery timelines and locations
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 Documents: List of documents required for the transaction (e.g., permits, certificates)
7. Appendix 2 - Form of Payment Security: Template for any required letters of credit or bank guarantees
8. Appendix 3 - Inspection Certificate: Template for quality inspection certification
Authors
Manufacturing
Wholesale Trade
Retail
Agriculture
Technology
Construction
Automotive
Electronics
Food and Beverage
Pharmaceuticals
Textiles
Industrial Equipment
Consumer Goods
Raw Materials
Energy
Mining
Chemicals
Telecommunications
Legal
Procurement
Sales
Finance
Operations
Compliance
Risk Management
Supply Chain
Commercial Operations
Business Development
Contract Administration
Corporate Affairs
Chief Executive Officer
Chief Financial Officer
Commercial Director
Procurement Manager
Sales Director
Supply Chain Manager
Legal Counsel
Contract Manager
Business Development Manager
Operations Manager
Finance Manager
Compliance Officer
Risk Manager
Commercial Manager
Purchasing Officer
Sales Manager
General Manager
Corporate Secretary
Chief Operating Officer
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