Sale of Goods Agreement

SALE OF GOODS AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Sale of Goods Agreement (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 principal address at: ________, represented in this act by: ________, 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 principal address at: ________, represented in this act by: ________, 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:

WHEREAS, Seller wishes to offer for sale certain Good, as defined below;

WHEREAS, Buyer wishes to buy such Good from Seller;

NOW THEREFORE, in consideration of the premises and covenants contained herein, the Parties hereby agree as follows:

I. GOODS

Seller hereby agrees to sell, and Buyer agrees to buy, the following (the "Good):

________

II. PRICE

The price for the Good is ________ (₱________) (the "Purchase Price") exclusive of VAT and other taxes, if applicable.

III. DEPOSIT

Buyer shall pay a deposit of ________ (₱________). The deposit will be due on or before the payment of the Purchase Price in the first instance. The deposit is non-refundable unless the Agreement is terminated for breach of contract as stated elsewhere in this Agreement.

IV. INVOICING AND PAYMENT

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

Overdue invoices shall be subject to a monthly interest rate of Six Percent (6%) per annum.

All payments under this Agreement can be paid as follows:

________

Buyer shall be in breach of this Agreement if Buyer fails to make timely payments on any amount due under this Agreement. Upon Buyer's breach, Seller may, at its sole and exclusive discretion and upon notice to Buyer, extrajudicially rescind this Agreement, apply the deposit to any unpaid amount under this Agreement, and pursue any rights and remedies available to Seller under this Agreement and the law on account of said breach, including, if applicable, recovering the cost of the suits and the attorney's fees.

V. DELIVERY AND ACCEPTANCE

The Good will be delivered to Buyer on ________ (the "Delivery Date").

Time shall be of the essence for delivery of the Good. If delivery is not made as outlined in this Agreement, Seller shall be in breach of this Agreement and shall entitle Buyer to extrajudicially rescind this Agreement and recover any amount paid.

Buyer shall inspect the Good upon receipt and, if found to have any damages in terms of the quality or condition of the Good, Buyer must notify Seller of the same as soon as practicable according to the circumstances. Said notification must specify the damage in detail. Failure to provide said notice shall constitute a complete and irrevocable acceptance by the Buyer and admission that the Good was delivered in good condition and Buyer shall therefore waive any and all claims regarding or related to the Good.

The Good shall be delivered to:

________

VI. RISK OF LOSS

Risk of loss of the Good transfers from the Seller to the Buyer when the buyer takes physical possession of the goods.

VII. DISCLAIMER OF WARRANTY

Buyer and Seller each agree that the Good is being sold on an "as-is" basis and that Seller hereby disclaims any and all warranties of quality, whether express or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose. Buyer acknowledges that it is relying on its own investigations, inspections, and/or examinations and has not been induced by Seller or any of Seller's agents or representatives to make any statements as to the quality or conditions of the Good.

VIII. INSPECTION

Buyer acknowledges that it has made a full investigation, inspection, and/or examination of the Good and that Seller has afforded Buyer ample opportunity for the same.

IX. LIMITATION OF LIABILITY

In no event will Seller's liability exceed the Purchase Price paid by the Buyer, for any cause of action or future claim. Buyer hereby acknowledges and agrees that Seller is not liable for any special, indirect, consequential, or punitive damages, including but not limited to lost profits and/or of business, arising out of or relating to this Agreement in any way.

X. SECURITY INTEREST AND TRANSFER OF TITLE

Buyer hereby grants Seller a security interest in the Good until the full Purchase Price has been received by Seller. This security interest includes any proceeds, including accounts receivables obtained. If Seller requests, Buyer shall execute and deliver any document required to perfect this security interest.

Ownership of the Good may be transferred by physical or constructive delivery, whichever comes first.

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XIII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS

The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.

XIV. APPLICABLE LAW

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

XV. WAIVER

Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by Seller or Buyer. 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 date.

XVI. COUNTERPARTS

This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Seller and Buyer signed the Agreement.

XVII. SEVERABILITY

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, Seller and Buyer agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.

XVIII. CUMULATIVE RIGHTS

The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.

XIX. HEADINGS

Headings are for convenience only and do not affect the interpretation of this Agreement.

XX. VENUE OF ACTION

All actions arising out of or by virtue of this Agreement shall only be filed in the proper courts of the place where the principal place of business of either party is located, to the exclusion of all other courts.

XXI. SUCCESSORS AND ASSIGNS

This Contract shall be binding on the successors and assigns of both Parties.

XXII. ENTIRETY OF AGREEMENT

This Agreement represents the entire agreement between Seller and Buyer and supersedes all prior negotiations, representations, and agreements, either oral or written.

XXIII. AMENDMENTS AND MODIFICATIONS

This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.

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

________
Seller

By:

________
Authorized Representative

________
Buyer

By:

________
Authorized Representative

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. ________, with the following competent proof of identification: _______________________________________________________________;

2. ________, with the following competent proof of identification: _______________________________________________________________.

All known to me and to me known to be the same persons who executed the foregoing SALE OF GOODS AGREEMENT and they acknowledged to me that the same is their free and voluntary act and deed.

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

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