CONTRACT OF SALE OF GOODS

KNOW ALL MEN BY THESE PRESENTS:

This Contract for Sale of Goods is made and entered into this ______ day of
___________, 2023 by and between:

MAC BUILDERS, a sole proprietorship duly registered and existing under the
laws of the Republic of the Philippines with office address at Purok 8, Brgy.
Linao, Ormoc City, Philippines (represented herein by its _______, _______),
hereinafter referred to as the “SELLER”;

AND

_____________, a manufacturing company with office address at

_____________, 10050, BEIJING, PEOPLE’S REPUBLIC OF CHINA,
(represented herein by its _______, _______), hereinafter referred “BUYER”;

WITNESSETH: That-

WHEREAS, the SELLER is the (manufacturer/supplier/distributor) of the

following goods:
1. __________________________;
2. __________________________;
3. __________________________;

WHEREAS, the BUYER desires to purchase from the SELLER the above-
mentioned good(s) and the SELLER is ready, willing and able to supply the needs and
requirements of the BUYER, subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the foregoing premises and the
covenants hereinafter stipulated, the parties hereby agree as follows:
1. Term. This Contract shall commence on _____________, and end upon the
last delivery, which shall be shipped, with or without requisition for the
balance of goods then unshipped, by _____________, unless the parties
agree otherwise. However, if as of such date, BUYER is in arrears on the
account, the SELLER may then cancel this Contract and sue for its damages,
including lost profits, offsetting the deposit there against, and further recover
its cost of suit including attorney fees;

2. Quantity. The BUYER will give SELLER _____________ days’ advance

notice regarding the quantity requested for delivery.
3. Time limit for delivery, place, and method of performance. 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. _____________;

4. Quality, Inspection standards and methods. BUYER will have the right to
inspect the goods upon receipt, and within ____________ 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.
More so, in case the BUYER does not notify potential quantity or quality
defects to the SELLER within the time limit – or latest within two (2) years
after receipt of the subject matter –, it shall be deemed that the quantity or
quality of the subject matter has confirmed to the terms of the contract. All
notices between the parties must be in writing and delivered by courier or by
certified mail, return receipt requested;

5. Packaging manner.

6. Risk of Loss. The risk of loss from any casualty to the Goods, regardless of
the cause, will be the responsibility of the SELLER until the Goods have been
received by the BUYER;

7. Warranty. SELLER warrants that the goods sold hereunder are new and free
from substantive defects in workmanship and materials. If the SELLER fails to
notify the buyer of a defect as a result of the SELLER’s intentional misconduct
or gross negligence, the SELLER may not rely on a contractually agreed
reduction or waiver of liability.

8. Liability in case of breach of contract. SELLER's liability under the

foregoing warranty is limited to repair/reworking, replacement, return of
goods, price reduction, and compensation of damages foreseeable at the
time when the contract was concluded. No other warranty, express or implied,
is made by SELLER, and none shall be imputed or presumed;

9. Price. BUYER shall pay for a total price of __________________________,

(₱_____________), for the purchase of the aforementioned goods to the
SELLER;

10. Charges. SELLER shall invoice BUYER upon and for each shipment.
BUYER shall pay all charges on terms of _____________. Any late payment
shall bear a late charge of _____%. Overdue invoices shall also bear interest
at the rate of _____% per _____________. 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;
 11. Deposit. Upon signing this Contract, BUYER shall pay SELLER a deposit of
__________________________ (₱__________) toward the total price as a
precondition for SELLER's performance, which deposit is to be credited to the
last shipment;

12. Taxes. All sales taxes, tariffs, and other governmental charges shall be paid
by BUYER and are BUYER's Responsibility;

13. 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, embargo, failure of source of supply, or casualty;

14. Entire Agreement. 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.

15. Amendments. No modification or amendment shall be made to this Contract

except in writing and signed by both parties.

16. Dispute Settlement Mechanism. All legal actions, arising from this Contract
shall be initiated only in the proper courts of _____________ to the exclusion
of all other courts or tribunals.

IN WITNESS WHEREOF, the parties have hereunto set their hand, this
_____________ at _____________, Philippines.

SELLER BUYER

SIGNED IN THE PRESENCE OF:

__________________ __________________
REPUBLIC OF THE PHILIPPINES)
CITY/MUNICIPALITY OF ______) SS.
x-----------------------------------------x

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in the (Province/City/Municipality) of

_____________, personally appeared _____________ with Community Tax Certificate
No. _____________ issued on _____________ at _____________, and
_____________ with Community Tax Certificate No. _____________ issued on
_____________ at _____________, both personally known to me (or whom I have
identified through competent evidence of identity) and who represented to me that their
respective signatures on the foregoing instrument were voluntarily affixed by them for
the purposes stated in the instrument and who declared that they have executed the
foregoing instrument as their free and voluntary act and deed.

This Instrument consists of only ______ (____) page/s, including this page in which this
acknowledgment is written, duly signed by the parties and their instrumental witnesses
on each and every page hereof.

WITNESS MY HAND AND SEAL this _____________ at

_____________,
Philippines.

NOTARY PUBLIC

Doc. No. ______;

Page No. ______;
Book No.______;
Series of 20____.