The Sale And Agreement to Sell is a versatile legal instrument commonly used in Philippine business transactions where the transfer of ownership involves both immediate and future elements. This document type is particularly crucial when the sale involves installment payments, conditional deliveries, or phased transfers of property or goods. It combines elements of an immediate sale for certain aspects while creating binding obligations for future completion of other components. The agreement must comply with the Civil Code of the Philippines, particularly Articles 1458-1637 governing sales, as well as relevant special laws depending on the subject matter. It's commonly used in real estate transactions, large equipment purchases, and complex commercial deals where immediate complete transfer is not practical or desired. The document typically includes comprehensive terms addressing payment schedules, delivery conditions, warranties, and risk transfer, while incorporating necessary safeguards for both parties during the transition period.
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1. Parties: Identification and details of the Seller and Buyer, including their legal capacity to contract
2. Background: Context of the sale and brief description of the transaction
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the property or goods being sold
5. Purchase Price: Agreed price and payment terms
6. Terms of Payment: Schedule of payments, method of payment, and consequences of default
7. Delivery and Transfer of Ownership: Terms and conditions for delivery and transfer of title
8. Warranties and Representations: Seller's warranties regarding the property/goods and buyer's acknowledgments
9. Rights and Obligations: Specific rights and obligations of both parties
10. Default and Remedies: Events of default and available remedies for both parties
11. Governing Law: Specification of Philippine law as governing law
12. Dispute Resolution: Process for resolving disputes between parties
13. Miscellaneous Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
14. Execution: Signature blocks and notarization requirements
1. Conditions Precedent: Specific conditions that must be met before the sale becomes effective, used when certain prerequisites must be fulfilled
2. Installment Payment Terms: Detailed installment schedule and conditions, used for installment sales
3. Security Provisions: Details of any security arrangements or collateral, used when security is required for payment
4. Insurance: Insurance requirements and responsibilities, used for high-value items or real property
5. Third Party Rights: Rights of third parties affected by the sale, used when third party interests exist
6. Tax Provisions: Detailed tax obligations and responsibilities, used for complex transactions with significant tax implications
7. Force Majeure: Provisions for unforeseen circumstances, used for long-term sale agreements
8. Intellectual Property Rights: IP-related provisions, used when the sale involves intellectual property
1. Schedule 1 - Property Description: Detailed technical description of the property or goods being sold
2. Schedule 2 - Payment Schedule: Detailed breakdown of payment terms and dates
3. Schedule 3 - Delivery Schedule: Timeline and specifications for delivery
4. Schedule 4 - Due Diligence Results: Results of any due diligence investigations
5. Appendix A - Property Documents: Copies of relevant property documents, titles, or certificates
6. Appendix B - Warranties: Detailed warranty terms and conditions
7. Appendix C - Required Permits: Copies of necessary permits and licenses
8. Appendix D - Inspection Reports: Technical inspection reports or certificates
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Retail
Manufacturing
Wholesale Trade
Construction
Agriculture
Automotive
Industrial Equipment
Consumer Goods
Technology
Energy
Mining
Relevant Teams
Legal
Sales
Procurement
Business Development
Compliance
Risk Management
Real Estate
Commercial Operations
Contract Administration
Corporate Secretariat
Relevant Roles
Legal Counsel
Contract Manager
Sales Director
Procurement Manager
Business Development Manager
Real Estate Manager
Property Developer
Commercial Director
Compliance Officer
Risk Manager
Corporate Secretary
Chief Legal Officer
Sales Operations Manager
Asset Manager
Transaction Manager
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