The agreement or the contract is one of agency, not sale because, The notion of sale is negated by the

following indicia: (1) the price is fixed by the manufacturer with the 15% mark-up constituting the
commission;  (2)  the  manufacturer  reacquires  the  unsold units at exactly the same price; and (3)
warranty for the units was  borne  by  the  manufacturer.  The foregoing indicia negate sale because
they indicate that ownership over the units was never intended to transfer to the distributor.

 A  foreign  manufacturer  of  laptops  and  a  Philippine distributor entered into a

contract whereby the distributor agreed to order 5,000 units of the
manufacturer’s laptops every month and to resell them in the Philippines at the
manufacturer’s suggested prices plus 15%. All unsold units at the end of the
year shall be bought back by the manufacturer at the same price they were
ordered. The manufacturer shall hold the distributor free and harmless from
any claim for defects in the units. Is the agreement one for sale or agency?

 A foreign manufacturer of computers and a Philippinedistributor entered into a contract

whereby the distributoragreed to order 1,000 units of the manufacturer's
computersevery month and to resell them in the Philippines at themanufacturer's
suggested prices plus 10%. All unsold units atthe end of the year shall be bought back
by the manufacturerat the same price they were ordered. The manufacturer shallhold
the distributor free and harmless from any claim fordefects in the units. Is the agreement
one for sale or agency?(5%)