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1. Parties: Identification and details of the seller and buyer, including registration numbers and addresses
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Defined terms used throughout the agreement
4. Product Specifications: Detailed description of the products being sold, including quality standards and specifications
5. Price and Payment Terms: Product pricing, payment schedule, payment methods, and late payment consequences
6. Delivery and Acceptance: Delivery terms, timelines, shipping arrangements, and acceptance procedures
7. Title and Risk: Transfer of ownership and risk in the products
8. Warranties and Representations: Product warranties, quality guarantees, and party representations
9. Liability and Indemnification: Limitations of liability and indemnification obligations
10. Term and Termination: Duration of the agreement and termination provisions
11. Confidentiality: Protection of confidential information shared between parties
12. Force Majeure: Provisions for unforeseen circumstances affecting performance
13. Governing Law and Jurisdiction: Application of Philippine law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. International Trade Terms: Include when products are imported/exported, specifying Incoterms and customs requirements
2. Regulatory Compliance: Add for regulated products requiring specific compliance with Philippine FDA or other regulatory bodies
3. Intellectual Property Rights: Include when products involve patents, trademarks, or other IP rights
4. Minimum Purchase Requirements: Add for agreements requiring minimum order quantities or purchase commitments
5. Product Training and Support: Include when seller provides training or technical support for products
6. Insurance Requirements: Add when specific insurance coverage is required for high-value or high-risk products
7. Return and Refund Policy: Include for consumer goods or when specific return rights are granted
8. Quality Control Procedures: Add for products requiring specific quality control or testing procedures
1. Schedule 1 - Product List and Specifications: Detailed list of products with technical specifications and SKU numbers
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including volume discounts and price adjustment mechanisms
3. Schedule 3 - Delivery Schedule: Specific delivery timelines and locations
4. Schedule 4 - Quality Standards: Detailed quality requirements and testing procedures
5. Schedule 5 - Warranty Terms: Detailed warranty terms and claim procedures
6. Appendix A - Product Documentation: Product manuals, safety information, and technical documentation
7. Appendix B - Form of Purchase Order: Standard form for placing orders under the agreement
8. Appendix C - Service Level Requirements: Details of any associated service levels or support requirements
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