SALES AGREEMENT

This
Sales
Agreem
ent (the
"Agree
ment) is
entered
into

Date"),
by and
between

with an
address
of
(the-1
with an
address
of
(the
"Seller")
and
"Buyer")
, also
individu
ally
referred
to as
"Party",
and

Collectiv
ely "the
Parties."

"Effectiv
e
(the
BACKG
ROUND
:
The
Seller is
the
distribut
or of the
followin
g
product(
s):

and

The
Buyer
wishes
to
purchas
e the
aforeme
ntioned
product(
s)

THERE
FORE,
the
Parties
agree
as
follows:

Sale of
Goods.
The
Seller
shall
make
availabl
e for
sale and
the
Buyer
shall
purchas
e
_(the
"Goods"
).

Delivery
. The
Seller
shall
deliver
the
Goods
to the
Buyer at

The
Goods
shall be
deemed
delivere
d when
the
Buyer
has
accepte
d
delivery
at the

above-
referenc
ed
location.

purchas
e Price
&
Paymen
ts. The
Seller
agrees
to sell
the
Goods
to the
Buyer
for
The
buyer
will pay
a
downpa
yment
of
and the
remaini
ng
balance
will be
paid
equally
by the
buyer
within_
months
upon
delivery
of the
goods.
The due
date of
paymen
t will be
every
of the
month.
It will
start on
Any
balance
s not
paid
and the
last
paymen
t will be
on
within
the
specifie
d date
will be
subject
to a five
percent
(5%)
late
paymen
t
penalty.

Inspecti
on of
Goods
&
Rejectio
n. The
Buyer is
entitled
to
inspect
the
Goods
upon

delivery.
If the
Goods
Goods
are are
unaccep
table for
any
reason
the
Buyer
must
reject
them at
the time
of
delivery
or within
five (5)
busines
s days
from the
date of
delivery.
If the

Buyer
has not
rejected
the
Goods
within
five (5)
busines
s days
from the
date of
delivery,

the
Buyer
shall
have
waived
any
right to
reject
that
specific
delivery
of
Goods.
In the
event
the
Buyer
rejects
the
Goods,
the
Buyer
shallallo
w the
Seller a
reasona
ble time
to

E
N6

cure the
deficien
cy. A
reasona
ble time
period

for the
particula
r
Goods,
as well
as the
Seller
and
shallbe
the
Buyer.
determi
ned by
industry
standar
ds
Risk of
Loss.
Risk of
loss
wilbe on
the
Seller
until the
time
when
the
Buyer
accepts

delivery.
The
Seller
shall
maintain
any and
all
ecessan
y
insuranc
e in
order to
insure
the

Goods
against
loss at
the
Seller's
own
expense
.
6. Title.
Title to
the
Goods
will
remain
with the
Seller
until the
Buyer
accepts
delivery.

Excuse
for
Delay or
Failure
to
Perform
. The
Seller
will not
be liable
to the
Buyer
for any

delay,
non-
deliyery'
or
default
of this
Agreem
ent due
to labor
disputes
,
transpor
tation
shortag
e, delay
er
shortag
e of
material
s to
produce
the
Goods,
fires,
accident
s, Acts
of

God, or
any
other
causes
outside
of the
Seller's
control.
The
Seller
shall
notify
the
Buyer

immedia
tely
upon
rea
lization
that it
will not
be able
to
deliver
the
Goods
as
promise
d.
Either
Party
may
terminat
e this
Agreem
ent
upon
such
notice.

Termina
tion.
This
Agreem
ent may
be
terminat
ed at
any time
by
either
Party
upon

written
notice to
the
other
Party.
The
Buyer
willbe
responsi
ble for
paymen
t of all
Goods

delivere
d and
accepte
d up to
the date
of
terminat
ion.
Disclaim
er of
Warranti
es. THE
GOODS
ARE
SOLD
AS IS'.
THE
SELLE
R
EXPRE
SSLY

DISCLA
IMS
ALL
WARRA
NTIES,
WHETH
ER
EXPRE
SS OR
IMPLIE
D,
INCLUD
ING,
BUT
NOT

LIMITE
D TO,
ANY
IMPLIE
D
WARRA
NTY OF
MERCH
ANTABI
LITY
OR
FITNES
S FORA
PARTIC
ULAR
PURPO
SE

10.
Limitatio
n of
Liability.
UNDER
NO
CIRCU
MSTAN
CES
SHALL
EITHER
PARTY
BE
LIABLE
TO

THE
OTHER
PARTY
OR
ANY
THIRD
PARTY
FOR
ANY
DAMAG
ES
RESUL
TING
FROM
ANY
PART
OF
THIS
AGREE
MENT
SUCH
AS,
BUT
NOT
LIMITE
D TO,
LOSS
OF
REVEN
UE OR

ANTICI
PATED
PROFIT
OR
LOST
BUSINE
SS,
COSTS
OF
DELAY
OR
FAILUR
E OF
DELIVE
RY,
WHICH
ARE
NOT
RELAT
ED TO
OR THE
DIRECT
RESUL
T OF A
PARTY'
S
NEGLIG
ENCE
OR

BREAC
H.

11.Seve
rability.
In the
event
any
provisio
n of this
Agreem
ent is
deemed
invalid
or

unenfor
ceable,
in whole
or in
part,
that part
shall be
severed
from the
remaind
er of the
Agreem
ent and
all other
provisio
ns
should
continue
in full
force
and
effect as
valid
and

enforce
able.

12.
Waiver.
The
failure
by
either
Party to
exercise
any
right,
power,
or
privilege
under
the

terms of
this
Agreem
ent will
not be
constru
ed as a
waiver
of any
subsequ
ent or
future
exercise
of that
right,
power,
or
privilege
or the
exercise
of any
other
right,
power,
or

privilege
.

13.
Remedi
es and
Legal
Fees. In
the
event of
a
dispute,
the
Buyer's
sole
remedy
for any
and
allosses
or
damage
s
resulting
from
defectiv
e Goods
or from
any
other
cause
will be
for

SX
K

N
A

the
purchas
e price
of the
particula
r Goods
with
respect
to which
losses
or
damage
s are
claimed,
plus any
shipping
costs
paid by
the
Buyer.
In the
event
such
dispute
results
in

egal
action,
the
success
ful Party
will be
entitled
to its
legal
fees,
includin
g, but
not

limited
to its
attorney
s fees.
14.
Legal
and
Binding
Agreem
ent.
This
Agreem
ent is
legal
and
binding
between
the
Parties

as
stated
above.
This
Agreem
ent may
be
entered
into and
is legal
and
binding
both in

the
Philippin
es. The
Parties
each
represe
nt that
they
have
the
authorit
y to
enter
into this

Agreem
ent,
DO
15.
Governi
ng Law
andyluri
sdiction.
The
Parties
agree
that this
Agreem
ent shall
be
governe
d

by the
State
and/or
Country
in which
both
Parties
do
busines
s. In the
event
that the

Parties
do
busines
s in
different
States
and/or
Countrie
s,

or
countrie
s, this
Agreem
ent
shallbe
governe
d by the
law.
16.
Entire
Agreem
ent. The
Parties
acknowl
edge
and
agree
that this
Agreem
ent
represe
nts

the
entire
agreem
ent
between
the
Parties.
n the
event
that the
Parties
desire
to
change,

add, or
otherwis
e modify
any
terms,
they
shall do
so in
writing
to be
signed
by both

Parties.
The
Parties
agree to
the
terms
and
conditio
ns set
forth
above
as
demons
trated
by their

signatur
es as
follows:
Seller
Witness
1
Signed:
Signed:
Name:
Name:
Date:
Date:
Buyer
Witness
2
Signed:.
Signed:
Name;
Name:
Date:.
Date:
NS