Contract of Sale of Goods

KNOW ALL MEN BY THESE REPRESENTS:

This Contract of Sale of Goods (the “Contract”) is made and entered into on (Date) in
(Place of Execution) by and between:

(Name of the Seller) ,a (Corp, Single Proprietor, Partnership,

etc ) , with principal office at ( Address) , and hereinafter
referred to as the “Seller”;

- and -

(Name of the Buyer) , Filipino, of legal age, with address a (Address) ,

hereinafter referred to as the “Buyer”;

(The Buyer and the Seller shall hereinafter be individually referred to as “Party”
and collectively referred to as “Parties”)

WITNESSETH: That—

WHEREAS, the Seller is (Description of the Seller and the goods that are being
sold which is the subject of the contract) ;

WHEREAS, the Buyer desires to purchase __________, and the Seller has agreed to sell
the _________ to the Buyer under the following terms and conditions:

I. Description of Goods

Seller shall transfer and deliver to Buyer, and Buyer shall, subject to the conditions set fort
herein, take delivery and accept the following Goods (“the Subject Goods”):

[Describe Good, Quantity and Quality and Purpose of Goods if available]

[OR]
[Reference to Attached Schedule or Purchase Order date [Insert Date] Or Invoice
[Insert Date] incorporated herein by reference, attached hereto as “Exhibit A.”
All goods shall be packaged in accordance with the instructions received from the
Buyer prior to delivery. [Buyer or Seller] shall pay all reasonable costs of packaging.

II. Time of Delivery

 Seller shall deliver the Goods covered by this Contract to Buyer by [Insert Date] to
[Specify Location]. Buyer shall have the right to change the date of delivery provided
[Optional – Insert Days] prior written notice. The parties mutual agree that time is of the
essence.
III. Payment

Seller shall invoice Buyer [Insert Payment] in [Insert Currency] upon Buyer’s acceptance
of Goods. Payment terms shall [Insert Time Period] from the date of invoice. Buyer shall
remit full payment for invoices without any withholding, deduction, set-off or
counterclaim.

IV. Inspection

(a) The buyer shall have the right to inspect the Subject Goods to confirm their
conformity to the specifications in the Contract.
(b) Inspections on the Subject Goods shall be conducted by the Buyer in the presence of
the Seller or its duly authorized representatives.
(c) The Buyer may reject the Subject Goods or any part thereof that fails to conform with
the specifications provided in the Contract. In such instances, the Seller shall either
rectify or replace such rejected Subject Goods or parts thereof or make alterations
necessary to meet the specifications at no cost to the Buyer.
(d) Waiver of the Buyer’s right to inspect the Subject Goods shall be considered
acceptance of the Subject Goods.

V. Waiver

Any of the provisions hereof may be waived by the Party entitled to the benefit thereof;
however, neither Party shall be deemed, by any act or omission, to have waived of any its
rights or remedies hereunder unless such waiver is in writing and signed by the waiving
Party, and then only to the extent specifically set forth such in writing. A waiver with
reference to one event shall not be construed as continuing or as a bar to or waiver of any
right or remedy as to a subsequent event.

VI. Warranties

(a) The Seller warrants that the Subject Goods sold under this Contract are new, unused,
and conform with the technical specifications required by the Buyer under this
Contract.
(b) The Seller further warrants that it has sufficient professional staff and other resources
available to provide the Subject Goods required by this Contract.
(c) Both parties represent and warrant to the other that: (i) it has all requisite power and
authority to execute and deliver this Contract and to perform its obligation hereunder;
 and (ii) the execution, delivery, and performance of this Contract shall not conflict
with its charter or bylaws, or any agreement, order, or judgment to which it is bound.

VII. Assignment or Delegation

Parties shall not assign the other party’s right under this Contract, including rights to
money due or to become due under this Contract, or delegation of any duties under this
Contract or under any Orders unless both parties mutually agree in writing prior to said
assignment or delegation.

VIII. Force Majeure

(a) The Seller shall not be considered to have breached this Contract if the reason for its
failure to perform its obligations under the Contract is the result of a force majeure.
(b) For purposes of this Contract the terms “force majeure” and “fortuitous event” may be
used interchangeably. In this regard, a fortuitous event or force majeure shall be
interpreted to mean an event which the Seller could not have foreseen, or which
though foreseen, was inevitable. It shall not include ordinary unfavorable weather
conditions; and any other cause the effects of which could have been avoided with the
exercise of reasonable diligence by the Supplier. Such events may include, but not
limited to, acts of the Buyer, wars or revolutions, fires, floods, epidemics, quarantine
restrictions, and freight embargoes.
(c) If a force majeure situation arises, the Seller shall promptly notify the Buyer in writing
of such condition and the cause thereof. Unless otherwise directed by the Buyer in
writing, the Seller shall continue to perform its obligations under the Contract as far as
is reasonably practical, and shall seek all reasonable alternative means for performance
not prevented by the force majeure.

IX. Authority of Agents

No agent, employee or representative of either Party shall have the authority, absent
express written consent, to bind either party with regard to any affirmation, representation,
or warranty of the Goods sold under this Contract.

X. Severability

If any provision of this Agreement shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court
finds that any provision of this Agreement is invalid or unenforceable, but that by limiting
such provision it would become valid or enforceable, then such provision shall be deemed
to be written, construed, and enforced as so limited.

XI. Amendment
 Subject to applicable laws, no variation in or modification of the terms of this Contract
shall be made except by written amendment signed by the Parties.

XII. Law and Venue

This Contract is to be governed for all purposes by, and construed in accordance with the
law of the Philippines and the venue is to lie exclusively in the Courts of Las Piñas City.

XIII. Entire Agreement

This agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all pre-existing agreements and understandings
between them with respect thereto.

IN WITNESS WHEREOF, the Parties have hereunto signed this instrument on the date
and the place first written above.

(Signature page follows)

Seller: Buyer:

By:

Signed in the presence of:

 ______________________________ ______________________________

(Notarial Acknowledgment follows)

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

_______________________________ ) S.S.

BEFORE ME, a Notary Public for the City of _______________, this __ day of
________ 2020 in _______________, personally appeared the following and presented to me
their competent evidence of identity, bearing their photograph and signature, to wit:

Competent Evidence Expiry Date &

Name
of Identity Place of Issue

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.

This instrument consists of __________ (___) pages, including this page where this
acknowledgment is written. It has been signed by the parties and their respective witnesses in
front of one another.

WITNESS MY HAND AND SEAL on the date and in the place first written above.

Doc. No. ___;

Page No. ___;
Book No. ___;
Series of 2020.