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Credit Note Agreement Template for Philippines

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Key Requirements PROMPT example:

Credit Note Agreement

"I need a Credit Note Agreement for my retail company issuing a PHP 500,000 credit to a wholesale customer due to damaged goods delivered in January 2025, with specific provisions for installment-based settlement over 3 months."

Document background
A Credit Note Agreement is essential in Philippine business operations when there's a need to reduce or cancel charges from a previously issued invoice. This document is typically used in situations involving returned goods, pricing adjustments, billing errors, or service modifications. The agreement must comply with Philippine tax regulations, particularly BIR requirements for VAT-registered entities, and needs to include specific information such as the original invoice details, reason for credit, tax adjustments, and settlement terms. The Credit Note Agreement serves as a legally binding document that protects both parties' interests while ensuring proper accounting and tax compliance in the Philippine jurisdiction. It's particularly crucial for businesses managing large volumes of transactions or dealing with significant invoice adjustments.
Suggested Sections

1. Parties: Identifies and provides full details of the issuing party and receiving party, including their legal names, addresses, and tax identification numbers

2. Background: Explains the context of the credit note, including reference to the original transaction or invoice

3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty

4. Credit Note Details: Specifies the amount being credited, original invoice details, and reason for the credit note

5. Tax Implications: Outlines the VAT and other tax implications of the credit note as per Philippine tax regulations

6. Payment Terms: Specifies how the credited amount will be handled (e.g., refund, future credit, adjustment to outstanding balance)

7. Representations and Warranties: Statements from both parties confirming the accuracy and validity of the credit note

8. Governing Law: Specifies that the agreement is governed by Philippine law and relevant regulations

9. Execution: Signature blocks and execution requirements for both parties

Optional Sections

1. Settlement Terms: Include when the credit note involves specific settlement arrangements or payment plans

2. Dispute Resolution: Include when parties want to specify a particular process for resolving disputes

3. Electronic Issuance: Include when the credit note will be issued and managed electronically, addressing requirements under the E-Commerce Act

4. VAT-Specific Provisions: Include for transactions involving VAT-registered entities with specific VAT requirements

5. Assignment: Include when either party needs the right to assign the credit note to third parties

Suggested Schedules

1. Schedule A - Original Invoice Details: Copy or details of the original invoice(s) being credited

2. Schedule B - Calculation Details: Detailed breakdown of the credited amount, including any adjustments or calculations

3. Schedule C - Supporting Documents: Any relevant supporting documentation such as delivery notes, return forms, or quality reports

4. Appendix 1 - Tax Computation: Detailed computation of tax adjustments and implications

5. Appendix 2 - Authorization Letters: Any required authorization letters or powers of attorney for signatories

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

Professional Services

Construction

Information Technology

Healthcare

Financial Services

Telecommunications

Import/Export

E-commerce

Logistics and Transportation

Relevant Teams

Finance

Accounting

Legal

Tax

Sales

Procurement

Compliance

Treasury

Internal Audit

Credit Control

Relevant Roles

Financial Controller

Accounts Receivable Manager

Accounts Payable Manager

Tax Manager

Finance Director

Chief Financial Officer

Accounting Manager

Credit Control Manager

Treasury Manager

Business Development Manager

Sales Manager

Procurement Manager

Legal Counsel

Compliance Officer

Auditor

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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