Sale of Goods Agreement - Template, Sample Form Pro · PH-law

CONTRACT OF SALE OF GOODS

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Sale of Goods (the "Agreement") is made and entered into this ________ day of ________, 20________ at the City/Municipality of ________, Province of ________, by and between:

________, a stock corporation duly organized and validly existing under and by virtue of the laws of the following country: Philippines, with Securities and Exchange Commission Registration/Company No. ________ and Taxpayer Identification No. ________, with principal address at: ________, represented in this act by its duly authorized representative ________, pursuant to a Secretary's Certificate/Board Resolution dated ________, hereinafter referred to as the Seller;

-and-

________, a stock corporation duly organized and validly existing under and by virtue of the laws of the following country: Philippines, with Securities and Exchange Commission Registration/Company No. ________ and Taxpayer Identification No. ________, with principal address at: ________, represented in this act by its duly authorized representative ________, pursuant to a Secretary's Certificate/Board Resolution dated ________, hereinafter referred to as the Buyer.

The Seller and the Buyer shall each be referred to as a "Party" and collectively as the "Parties".

WITNESSETH: That —

WHEREAS, the Seller is the absolute and lawful owner of, and has the full right and authority to sell and transfer ownership over, certain goods, as more particularly described below (the "Goods");

WHEREAS, the Buyer desires to purchase, and the Seller desires to sell, the Goods upon the terms and conditions set forth herein;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants hereinafter set forth, and pursuant to the provisions of the Civil Code of the Philippines (Republic Act No. 386), particularly Articles 1458 to 1637 thereof on the contract of sale, the Parties hereby agree as follows:

Art. I. SUBJECT MATTER (THE GOODS)

§ 1.1. The Seller hereby agrees to sell, transfer, and convey, and the Buyer hereby agrees to purchase and acquire, the following goods, together with all their accessories and accessions (the "Goods"):

________

§ 1.2. The Seller warrants that it is the absolute owner of the Goods, that the Goods are free and clear from any and all liens, encumbrances, claims, and adverse interests of whatever nature, and that it has full legal capacity and authority to dispose of the same, in accordance with Articles 1458 and 1459 of the Civil Code.

Art. II. PURCHASE PRICE

§ 2.1. The total price for the Goods is ________ Pesos (₱________) (the "Purchase Price"), exclusive of value-added tax and other applicable taxes, duties, and charges, if any.

§ 2.2. All taxes legally imposed in connection with this sale shall be borne by the Party upon whom the same are imposed by law, including without limitation the documentary stamp tax under the National Internal Revenue Code, as amended.

Art. III. DEPOSIT

§ 3.1. The Buyer shall pay a deposit in the amount of ________ Pesos (₱________), which shall form part of and be credited against the Purchase Price. The deposit shall be due and payable on or before ________.

§ 3.2. The deposit is non-refundable, except where this Agreement is rescinded by reason of the Seller's breach as provided herein, in which case the deposit shall be returned to the Buyer.

Art. IV. INVOICING AND PAYMENT

§ 4.1. Unless otherwise agreed upon by the Parties in writing, the Buyer shall pay the balance of the Purchase Price upon receipt of the Goods.

§ 4.2. Any overdue amount shall earn interest at the rate of six percent (6%) per annum, computed from the date the amount falls due until full payment, in accordance with prevailing jurisprudence and Article 2209 of the Civil Code.

§ 4.3. All payments under this Agreement shall be made as follows:

________

§ 4.4. The Buyer shall be in default and in breach of this Agreement should it fail to make timely payment of any amount due hereunder. Upon such breach, the Seller may, at its sole and exclusive discretion and upon written notice to the Buyer, extrajudicially rescind this Agreement pursuant to Article 1191 of the Civil Code, apply the deposit against any unpaid amount, and pursue any and all rights and remedies available under this Agreement and applicable law, including the recovery of the costs of suit and reasonable attorney's fees.

Art. V. DELIVERY AND ACCEPTANCE

§ 5.1. The Goods shall be delivered to the Buyer on ________ (the "Delivery Date").

§ 5.2. Time shall be of the essence in the delivery of the Goods. Should the Seller fail to deliver the Goods as provided herein, the Seller shall be in breach of this Agreement, entitling the Buyer to extrajudicially rescind this Agreement pursuant to Article 1191 of the Civil Code and to recover any amount paid.

§ 5.3. The Buyer shall inspect the Goods upon receipt and shall, within a reasonable time according to the circumstances, notify the Seller in writing of any defect or non-conformity in the quality or condition of the Goods, specifying such defect in detail. Failure to give such notice within the said period shall constitute complete and irrevocable acceptance by the Buyer and an admission that the Goods were delivered in good order and condition, and the Buyer shall thereby waive any and all claims relating to the Goods, without prejudice to the warranty against hidden defects under Articles 1561 to 1571 of the Civil Code where applicable.

§ 5.4. The Goods shall be delivered to the following place:

________

Art. VI. RISK OF LOSS

§ 6.1. The risk of loss of or damage to the Goods shall pass from the Seller to the Buyer upon the Buyer's taking of actual physical possession of the Goods, in accordance with Articles 1504 and 1521 of the Civil Code.

Art. VII. DISCLAIMER OF WARRANTY

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Art. VIII. INSPECTION

§ 8.1. The Buyer acknowledges that it has been afforded full and ample opportunity by the Seller to investigate, inspect, and examine the Goods, and that it has conducted such investigation, inspection, and examination to its satisfaction.

Art. IX. LIMITATION OF LIABILITY

§ 9.1. To the fullest extent permitted by law and except in cases of fraud, bad faith, or gross negligence, the aggregate liability of the Seller arising from or in connection with this Agreement shall in no event exceed the portion of the Purchase Price actually received by the Seller. The Seller shall not be liable for any special, indirect, consequential, exemplary, or punitive damages, including without limitation loss of profits or loss of business, arising out of or relating to this Agreement.

Art. X. RESERVATION OF OWNERSHIP AND TRANSFER OF TITLE

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§ 10.2. Upon full payment of the Purchase Price, ownership of the Goods shall be deemed transferred to the Buyer by physical or constructive delivery, whichever first occurs.

Art. XI. NOTICES

§ 11.1. Any notice, demand, or other communication required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by registered mail with return card, sent by reputable courier, or transmitted by electronic mail to the respective addresses of the Parties first stated above, or to such other address as either Party may designate in writing. Notices shall be deemed received upon actual receipt by the addressee.

Art. XII. FORCE MAJEURE

§ 12.1. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by fortuitous events or circumstances beyond its reasonable control, as contemplated under Article 1174 of the Civil Code, including but not limited to acts of God, natural calamities, fire, flood, earthquake, war, civil disturbance, government regulations, epidemics, or pandemics. The affected Party shall promptly notify the other Party of the occurrence of any such event and shall use reasonable efforts to mitigate its effects and to resume performance as soon as practicable.

Art. XIII. DATA PRIVACY

§ 13.1. Each Party shall process any personal information obtained in connection with this Agreement solely for the purposes hereof and in accordance with the Data Privacy Act of 2012 (Republic Act No. 10173), its implementing rules and regulations, and the issuances of the National Privacy Commission, and shall implement reasonable and appropriate organizational, physical, and technical security measures to protect such personal information.

Art. XIV. SUPPORTING DOCUMENTS AND FURTHER ACTS

§ 14.1. The Parties agree to execute such other documents and to perform such further acts as may be reasonable and necessary for the proper implementation of this Agreement.

Art. XV. APPLICABLE LAW

§ 15.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

Art. XVI. WAIVER

§ 16.1. The failure of either Party to insist, in one or more instances, upon the strict performance of any term of this Agreement, or to exercise any right herein contained, shall not be construed as an abandonment, cancellation, or waiver of such term or right. No waiver shall be deemed to have been made unless expressed in writing and signed by the waiving Party. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision, or of the same provision on a future occasion.

Art. XVII. COUNTERPARTS

§ 17.1. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Where the dates set forth at the signatures differ, this Agreement shall be effective as of the later date of signing by the Parties.

Art. XVIII. SEVERABILITY

§ 18.1. The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect as if the invalid provision had been deleted.

Art. XIX. CUMULATIVE RIGHTS

§ 19.1. The rights and remedies of the Parties under this Agreement and under the law are cumulative and shall not be construed as exclusive, unless otherwise expressly provided herein or required by law.

Art. XX. HEADINGS

§ 20.1. The headings used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of its provisions.

Art. XXI. VENUE OF ACTIONS

§ 21.1. Any action arising out of or in connection with this Agreement shall be brought exclusively before the proper courts of ________, to the exclusion of all other courts.

Art. XXII. SUCCESSORS AND ASSIGNS

§ 22.1. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors-in-interest and permitted assigns.

Art. XXIII. ENTIRE AGREEMENT

§ 23.1. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, understandings, and agreements, whether oral or written.

Art. XXIV. AMENDMENTS

§ 24.1. This Agreement may be amended or modified only by a written instrument duly signed by both Parties.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and at the place first above written.

________
Seller

By:

________
Authorized Representative

________
Buyer

By:

________
Authorized Representative

SIGNED IN THE PRESENCE OF:

________        ________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )
________ ) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction, this ________ day of ________, 20________, personally appeared:

1. ________, in his/her capacity as authorized representative of the Seller, with competent evidence of identity consisting of ________;

2. ________, in his/her capacity as authorized representative of the Buyer, with competent evidence of identity consisting of ________.

All known to me and to me known to be the same persons who executed the foregoing CONTRACT OF SALE OF GOODS, and they acknowledged to me that the same is their free and voluntary act and deed, as well as the free and voluntary act and deed of the corporations they respectively represent, and that they had the authority to execute the same.

This instrument, consisting of ________ pages, including the page on which this Acknowledgment is written, has been signed on each and every page thereof by the Parties and their instrumental witnesses, and refers to a Contract of Sale of Goods.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and at the place above written.

________
Notary Public

Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.