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Contract for Sale of Goods

This Contract for Sale of Goods is made this 5th day of March, 2015 by and between -
Princess Gatdula (Seller) with its principal place of business at Sta. Ana Manila and
Sara Celadina(Buyer) with its principal place of business at 1oth Ave. Caloocan City
for the purchase of the goods described below:

Qty. Item # Description Price Total


2 111000 BlueSnap backpack 500 1000
3 112239 Ferra Printed Tote 320 960
5 112578 Clea Snap Wallet 150 750

- - - TOTAL: 2710

1. Term. This Contract shall begin on Mrach 5, 2015, and end upon the last delivery for
the quantity specified in this agreement, unless the parties agree otherwise. However, if,
as of such date, Buyer is in arrears on the account, Seller may then cancel this Contract
and sue for damages, including lost profits, offsetting the deposit there against, and
further recover its cost of suit including attorney fees.

2. Delivery. Buyer will give Seller 10 days advance notice regarding the quantity
requested for delivery. Upon receipt of the request for delivery, Seller will arrange for
delivery through a carrier chosen by Seller, the costs of which shall be F.O.B. Origin
Freight Prepaid & Added To Invoice.

3. Risk Of Loss. The risk of loss from any casualty to the Goods, regardless of the
cause, will be the responsibility of the Buyer once the goods have been shipped by the
Seller.

4. Acceptance. Buyer will have the right to inspect the goods upon receipt, and within
two (2) business days after delivery, Buyer must give notice to Seller of any claim for
damages on account of condition, quality, or grade of the goods, and Buyer must
specify the basis of the claim in detail. Failure of Buyer to comply with these conditions
will constitute irrevocable acceptance of the goods by Buyer.

5. Charges. Seller shall invoice Buyer upon and for each shipment. Buyer shall pay all
charges on terms of Net 30 Days Receipt of Goods. Overdue invoices shall also bear
interest at the rate of 5% per day. If Seller undertakes collection or enforcement efforts,
Buyer shall be liable for all costs thereof, including attorney fees. If Buyer is in arrears
on any invoice, Seller may, on notice to Buyer, apply the deposit thereto and withhold
further delivery until the deposit and all arrearages are brought current.
6. Warranty. Seller warrants that the goods sold hereunder are new and free from
substantive defects in workmanship and materials. Seller's liability under the foregoing
warranty is limited to replacement of goods or refund of the purchase price at Seller's
sole option. No other warranty, express or implied, is made by Seller, and none shall be
imputed or presumed.

7. Taxes. All sales taxes, tariffs, and other governmental charges shall be paid by Buyer
and are Buyer's Responsibility except as limited by the law.

8. Governing Law. This Contract shall be governed by the laws of the Republic of the
Philippines. Any disputes brought against the Seller hereunder will be heard in the
appropriate federal and state courts located in Philippines.

9. Force Majeure. Seller may, without liability, delay performance or cancel this Contract
on account of force majeure events or other circumstances beyond its control, including,
but not limited to, strikes, acts of God, political unrest, terrorism, embargo, failure of
source of supply, or casualty.

10. Miscellaneous. This Contract contains the entire agreement between the parties and
supersedes and replaces all such prior agreements with respect to matters expressly
set forth herein. No modification shall be made to this Contract except in writing and
signed by both parties. This Contract shall be binding upon the parties and their
respective heirs, executors, administrators, successors, assigns and personal
representatives.

_____________________ _____________________
Seller, Date Buyer, Date
Elements of Contract of Sale

Some essential elements are to be present in a contract which makes the contract of sale valid.
If, the essential elements are missing, then the contract of sale will not be valid. For example,
Ram agrees to sell his Car to Shyam without any consideration. This contract of sale is not
valid since there is no consideration.

From the Section 4 of the Sale of Good Act, we can understand that the following essential
elements must be present in the Contract of Sale.
1. There must be Two parties.

There must be at least two parties, i.e. one buyer and the other seller. A person cannot buy his
own goods. For example Shyam is the owner of certain goods, but he is not aware of this fact.
Ram pretends to be the owner of the goods and sells them to Shyam. Since the goods already
belongs to Shyam, he cannot buy his own goods, hence there is no sale and the contract is not
valid. (Bell V. Lever Bros. Ltd.) There is exemption in the case of a part owner. For the purpose
of sale of partnership property, partners are not regarded as separate persons. They cannot be
both seller and buyer. But a partner may sell goods to the firm or buy goods from the firm.
However, a part owner can sell his ownership to another part owner.

2. Subject matter of Sale must be "goods"

The subject matter of contract of sale must be movable goods. Sale and purchase of immovable
property is regulated by the Transfer of Property Act. Contracts relating to services are also not
treated as contract of sale. So the subject matter of contract must be goods which can be
movable.

3. Transfer of property in the goods: It is the ownership that is transferred in a Contract of


sale. The ownership is agreed to be transferred in an agreement to sell as in case of pledge.
According to Section 2 (II) of the Act, property means the general property in the goods and not
merely a special property. The general property is transferred from seller to the buyer in a
contract of sale. When the goods are pledged, it is only the special property which is transferred
i.e., possession of the goods is transferred to the pledgee while the ownership rights remain
with the pledger. You should note that for transferring the ownership of goods, the physical
delivery of the goods is not essential.

4. Consideration in Price:

Consideration in a contract of sale has necessarily to be money. Thus, if for instance, goods are
offered as consideration for goods, it will not amount to sale, but it will be called a 'brater'.
Similarly, in case there is no consideration, it amounts to gift and not sale. However the
consideration may be partly in money and partly in goods.

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