Import/Export Agreement (Philippines)

An Import/Export Agreement in the Philippines governs the arrangement between the parties and the conditions on which it operates.

The Customs Modernization and Tariff Act (CMTA, Republic Act No. 10863, 2016) is the primary legislation governing the importation and exportation of goods through Philippine ports. The CMTA modernized Philippine customs procedures, introducing risk-based selectivity, electronic filing, and post-clearance audit. Under Section 102 of the CMTA, the Bureau of Customs (BOC) has exclusive jurisdiction over the enforcement of customs laws and the valuation, classification, and control of imported and exported goods.

Customs valuation of imported goods in the Philippines follows the World Trade Organization (WTO) Customs Valuation Agreement (CVA) as implemented by the CMTA. The primary basis of customs value is the transaction value — the price actually paid or payable for the goods when sold for export to the Philippines — as stated in the import/export agreement and commercial invoice. Transfer pricing manipulation between related parties is subject to scrutiny under BOC and BIR regulations.

The Bangko Sentral ng Pilipinas (BSP) regulates foreign exchange transactions for Philippine imports and exports under BSP Circular No. 1389 (Manual of Regulations on Foreign Exchange Transactions). Foreign currency payments for imports exceeding USD 50,000 require documentation through Authorized Agent Banks (AABs) under BSP regulations. Export proceeds must be reported to the BSP through the exporter's AAB within specified periods under BSP Circular No. 1362.

The Philippine Export Development Plan (PEDP) administered by the Department of Trade and Industry (DTI) and the Philippine Export-Import Credit Agency (PhilEXIM) provide export financing, guarantees, and credit facilities for qualifying Philippine exporters. Export-oriented enterprises registered with the Philippine Economic Zone Authority (PEZA) under Republic Act No. 7916 or the Board of Investments (BOI) under Republic Act No. 11534 (CREATE Act) enjoy fiscal incentives including zero VAT on export sales and income tax holidays.

The legal framework governing the Import/Export Agreement (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Import/Export Agreement (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.

An Import/Export Agreement in the Philippines is needed whenever a Philippine importer or exporter enters into a commercial transaction for the cross-border sale and movement of goods with a foreign counterpart.

An Import/Export Agreement is required when a Philippine importer procures goods from a foreign supplier — machinery and equipment, raw materials, consumer products — for commercial resale or manufacturing use. The agreement serves as the primary BOC customs valuation document and supports the Import Entry and Internal Revenue Declaration (IEIRD) filed through the BOC's e2m customs system.

An Import/Export Agreement is needed when a Philippine manufacturer or agricultural producer exports goods to foreign buyers. Philippine export agreements must reflect the agreed Incoterms — the point of risk transfer — and the payment mechanism (Letter of Credit, documentary collection, or open account), which the BSP and BOC require for export documentation.

An Import/Export Agreement is required when a Philippine PEZA-registered enterprise purchases imported raw materials for use in export manufacturing. PEZA enterprises enjoy special customs privileges — importation of capital equipment and raw materials duty-free — and the import agreement serves as supporting documentation for PEZA accreditation and BOC special permits.

An Import/Export Agreement is needed when a Philippine company distributes imported branded consumer goods under a distribution agreement that also defines import rights, minimum order quantities, and customs compliance responsibilities.

An Import/Export Agreement is required when a foreign principal appoints a Philippine trading company as its exclusive import agent for Philippine distribution, where the agreement must address customs agency obligations, BSP foreign exchange reporting, BIR VAT treatment of imported services, and DTI import regulation compliance.

Parties in Philippines should prepare a Import/Export Agreement (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A valid Import/Export Agreement for Philippine trade must contain the following essential elements to comply with the CMTA, BSP regulations, and Civil Code requirements.

Parties: Full legal names of the Philippine party (importer or exporter, with SEC or DTI registration, BIR TIN, and Importer/Exporter Accreditation Number from the BOC) and the foreign party (with country of incorporation, tax identification in home country, and relevant export or import licenses). BOC Customs Memorandum Order No. 4-2020 requires Philippine importers to maintain BOC Importer Accreditation.

Goods Description: Detailed specification of the goods — commodity name, Harmonized System (HS) Code for customs tariff classification under CMTA Annex A, unit of measure, technical specifications, quality standards, and product certifications (FDA approval for food/pharmaceutical products, DENR permits for regulated goods, NTC type approval for telecommunications equipment).

Price and Currency: The unit price and total contract value in the agreed currency (USD, PHP, or other), the pricing basis (unit price, lump sum, or indexed pricing), and whether the price is inclusive or exclusive of Philippine import duties, VAT, and other taxes. For BOC customs valuation, the declared transaction value in the import agreement determines import duty and VAT computations under the CMTA.

Incoterms 2020: The applicable Incoterms 2020 rule — FOB, CIF, CFR, EXW, DAP, DDP — and the named place. Incoterms determine the delivery point, risk transfer, and cost allocation between buyer and seller. Philippine BOC customs value includes freight and insurance to the Philippine port of entry for CIF basis valuation.

Payment Terms: The payment method — Letter of Credit (LC), Documents Against Payment (D/P), Documents Against Acceptance (D/A), Telegraphic Transfer (TT), or open account — and the currency. BSP Circular No. 1389 governs foreign exchange payments, and payments exceeding USD 50,000 for imports must be made through BSP-authorized banks with proper documentation.

Regulatory Compliance: The parties' respective obligations for import/export licensing, permits, and certifications — Philippine FDA import permits for food and pharmaceutical products, DENR permits for chemicals and environmental goods, BOC documentary requirements for regulated commodities, and export controls of the foreign country's jurisdiction.

Additional compliance elements for a Import/Export Agreement (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.