Supply Agreement in the Philippines: Template and Key Clauses (2026)

A supply agreement in the Philippines sets out how one business supplies goods to another over a period of time: what is supplied, how orders are placed, price and payment, delivery and risk, quality, and what happens when something goes wrong. This guide gives a clause-by-clause skeleton you can adapt, the the Philippines law points that matter most, and the mistakes that cause disputes. This is general information, not legal advice. ## When you need a supply agreement Use a supply agreement when the relationship is ongoing rather than a single sale: a manufacturer buying components month after month, a retailer stocking a product line, a distributor taking regular shipments. A one-off purchase can run on a purchase order and invoice. A continuing relationship needs a framework that fixes price mechanics, forecasting, quality and exit, so neither side has to renegotiate every order. ## Clause-by-clause skeleton 1. Parties and recitals. Full legal names, company numbers and registered addresses of supplier and buyer, and a short statement of what the agreement is for. 2. Definitions. Products, specifications, delivery point, order, forecast, and any defined commercial terms. 3. Scope of supply. What products are covered, to what specification, and whether supply is exclusive or non-exclusive. 4. Orders and forecasts. How purchase orders are placed and accepted, lead times, minimum order quantities, and whether the buyer gives rolling forecasts. 5. Price and payment. Unit prices, how and when they can change, currency, invoicing, payment period, and who bears tax (see the tax note below). 6. Delivery, risk and title. Delivery location and method, use of an Incoterm if relevant, when risk passes, and when title passes (often on payment, which protects the supplier if the buyer fails). 7. Quality, inspection and acceptance. The specification, inspection and rejection rights, and warranties on the goods. 8. Volume, exclusivity and minimums. Any committed volumes or exclusivity, drafted with the competition-law note below in mind. 9. Term and renewal. Fixed term, rolling term, or evergreen with notice. 10. Termination. For convenience on notice, and for cause on material breach or insolvency. 11. Liability. Caps, carve-outs, and any limit on indirect losses. 12. Force majeure. Events beyond control, notice, and a right to terminate if they continue. 13. Confidentiality and intellectual property. Protecting pricing, specifications and any supplier IP in the goods. 14. Governing law and dispute resolution. Choice of the Philippines law and either the courts or arbitration. 15. Boilerplate. Notices, assignment, variation in writing, entire agreement, and severability. ## Philippines-specific legal points - General contract law. Contracts in the Philippines are governed by the Civil Code of the Philippines (Republic Act No. 386), including the rules on consent, object, cause and obligations. <!-- [VERIFY] Civil Code (RA 386) relevant articles -->

• Sale of goods. Sale and delivery of goods are governed by the Civil Code provisions on sale, including warranties against hidden defects and rules on when ownership passes. <!-- [VERIFY] Civil Code sale provisions and warranty against hidden defects -->
• Tax. Supplies and services can attract value-added tax and documentary stamp tax under the National Internal Revenue Code. State who bears VAT and confirm any documentary stamp tax with a local adviser. <!-- [VERIFY] VAT and documentary stamp tax applicability and rates -->
• Competition law. The Philippine Competition Act (Republic Act No. 10667), enforced by the Philippine Competition Commission, can catch anti-competitive exclusivity and price arrangements. <!-- [VERIFY] PCA (RA 10667) application to vertical supply terms -->
• Retention of title. State clearly when title passes, since this protects the supplier if the buyer fails to pay. <!-- [VERIFY] enforceability of retention-of-title clauses --> ## Common mistakes - Running a long-term supply relationship on bare purchase orders with no framework, so price, quality and exit are never agreed.
• Not saying when title passes, leaving the supplier exposed if the buyer becomes insolvent before paying.
• Silence on whether prices include VAT, which turns into a dispute on the first invoice.
• Exclusivity or minimum-purchase terms drafted without regard to the Philippine Competition Act.
• No clear acceptance and rejection procedure, so quality disputes have no agreed process. ## One workspace instead of scattered files Drafting a contract like this is only the first step. It then has to be reviewed for risk, signed and stamped, tracked against its dates and obligations, and governed over its full life. In most companies that work is spread across email threads, a drive full of near-identical files, and a spreadsheet nobody fully trusts. The result is slow reviews and missed renewal and compliance dates. A better setup is to keep drafting, review, e-signing and e-stamping, tracking and governance in one AI workspace that is tuned to how your own company contracts, built on Claude. Adira is built around that idea, with public per-seat pricing and a 7-day free trial, India-first and global-capable. A single company command centre that shows every upcoming obligation in one view is on its roadmap. The point is not the tool. The point is that if your supply agreement lives in one connected place, you can actually see what you signed and what falls due, instead of hunting for it. The guidance above stands on its own. ## Bottom line A supply agreement works when it fixes the commercial mechanics (price changes, orders, delivery, quality) and the exit (term, termination, what happens to open orders) clearly, and when its exclusivity and pricing terms respect the Philippines competition and tax rules. Use the skeleton above as a checklist, tailor each clause to your actual deal, and have a qualified local lawyer review anything material before signing.