This CONTRACT (the CONTRACT), entered into by and between: ______________________ a corporation organized and existing under the laws of the Philippines, with address at ___________________________________, Metro Manila, represented herein by its Director _______________ (the Seller): and _______________, single, Filipino citizen, of legal age, with residence and postal address at _______________________, hereinafter referred to as the Buyer:
WITNESSETH: THAT Whereas, Seller is the owner of the following property (the Subject Property): A parcel of land, including improvements thereon, located at ___________________________, with a total area of ___________ square meters, covered by Transfer Certificate of Title (TCT) No. _____________ currently registered in the name of _________________, a copy of which is attached as Annex A Whereas, Seller has offered to sell to Buyer, and Buyer has agreed to buy from Seller, the Subject Property under the terms and conditions herein; NOW, THEREFORE, for and in consideration of the foregoing and the covenants contained below, the Parties have agreed to the following: 1. Sale. Subject to the full payment of the Purchase Price by Buyer to Seller, Seller hereby agrees to sell, transfer and convey the Subject Property in favor of Buyer, its successors, administrators and assigns under the conditions specified below. (a) Upon payment of the required Down Payment as indicated below, Seller shall immediately turn over to Buyer possession of the Subject Property without prejudice to the rights, representations and warranties of Seller as may be provided by law and under this Contract. (b) Upon full payment of the Purchase Price and registration of the Subject Property in the name of Seller, the parties shall execute a Deed of Absolute Sale over the Subject Property. Until such time, ownership of the Subject Property shall remain with Seller. In such case, Seller may, at its sole option, require that Buyer utilize the services of a Service Provider of Sellers choice to assist buyer in transferring the title to its name. In such case, the reasonable fees for the Service Provider shall be for the account of Buyer.
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2. Condition Of Subject Property. Seller sells the Subject Property on an as is where is basis. Seller sells to Buyer only whatever rights, interest and participation it has over the Subject Property. Seller makes no warranty as to the boundaries, technical description, or legal condition of the Subject Property, such as with regard to the existence of any claims, suits or actions involving the same. Buyer is charged with conducting its due diligence to determine the physical and legal condition of the Subject Property prior to the Sale, including possession thereof, as well as the nature and extent of the rights, interests, and participation of Seller in the Subject Property. 3. Consideration. The consideration for the Subject Property shall be the following amount net of all taxes, transfer expenses and all other related fees (the Purchase Price): PESOS: ________________ only (PhP _____________) Which Buyer to Seller shall pay in the following manner: i. PESOS: ______________________ only PhP ______________) (the Down Payment) upon execution of this Contract. ii. The remainder of the Purchase Price in the amount of PESOS: ______________________ only (PhP ___________) (the Balance) shall be paid in ___________ monthly installments of PESOS: _______________ (PhP _________) each, in accordance with the Schedule of Amortization, attached hereto and made an integral part hereof as Annex B. 4. Default. (a) Should Buyer fail to pay two (2) consecutive monthly payments on their respective due dates, Seller may i. Consider the whole obligation due and demandable and enforce payment of the same, or ii. Terminate this Contract. (b) Should Buyer fail to comply or violate any provision of this Contract, Seller shall notify Buyer of such failure or violation. Buyer shall then have fifteen (15) calendar days within which to remedy such failure or violation. Should such period lapse without Buyer adequately remedying such failure or violation, Seller may terminate this Contract. (c) Upon termination of this Contract for any of the above causes i. All payments made by Buyer shall be forfeited, as liquidated damages and as compensation for the right to the possession of the Subject Property, in favor of Seller; ii. All improvements made and/or erected by Buyer on the Subject Property shall automatically become the property of Seller, without any obligation to indemnify or reimburse Buyer for their value, the same being considered as payment for the use or occupancy of the Subject Property; and iii. Buyer shall immediately return possession of the Subject Property to Seller; and for this purpose, Buyer hereby constitutes Seller as its attorney-in-fact and authorizes Seller to take possession of the CONTRACT TO SELL page 2 of 5
Subject Property upon termination of this Contract. 5. Expenses Relating to the Subject Property. Upon execution of this Contract, real property tax, association dues, security expenses, insurance premiums, utilities and other charges and expenses relating to the Subject Property, including amounts advanced by Seller therefor, shall be for the account of Buyer. (a) Should buyer fail to pay any of the foregoing items when they become due, Seller may pay the same on behalf of Buyer, subject to reimbursement from Buyer. Buyers failure to reimburse Seller for any such payment shall be a violation of this Contract. 6. Transfer of Title, Taxes and Fees. Buyer shall be responsible for transferring the title to its name. Seller shall exert reasonable efforts to assist Buyer in obtaining the Certificate Authorizing Registration (CAR) and cooperate with Buyer in connection with any requirement for transferring the title in the name of Buyer. (a) Buyer shall make all payments to Seller without withholding any taxes. Seller shall be solely responsible for any Philippine taxes on its income from the sale of the Subject Property. (b) Documentary Stamp Taxes (DST), transfer tax, and registration fees, if any, in connection with this Contract to Sell, the execution and registration of this Contract to Sell, shall be for the account of Buyer. Buyer shall deliver to Seller, within thirty (30) days from execution of this Deed of Absolute Sale, a copy of the proof of payment of the Documentary Stamp Tax, if any. (c) Seller shall shoulder the Capital Gains Tax (CGT) for this transaction up to six percent (6%) of the Purchase Price only. If the zonal value or the fair market value of the property is higher than the Purchase Price, resulting in a higher assessment of the CGT by the Bureau of Internal Revenue, then the difference shall be for the account of Buyer. 7. Other Provisions. (a) Further Assurances. Each party acknowledges and warrants that this Contract is its valid and binding obligation, enforceable in accordance with its terms, and that it shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. (b) Entire Agreement. This Contract represents the entire agreement between the parties and supersedes all previous oral or written communications, representations or agreements between the parties hereto, and with respect to the subject matter hereof. (c) Venue. Any litigation arising out of this Contract shall be submitted only to the proper courts of Makati City, Metro Manila, Philippines, to the exclusion of all other courts or tribunals. (d) Assignment. A party may not assign this Contract or any right or obligation arising out of it without the express prior written consent of the other party. (e) Amendments. This Contract may only be modified with the express prior written consent of both parties. CONTRACT TO SELL page 3 of 5
(f) Severability. If any provision or part of any provision of this Contract is held for any reason to be unenforceable or invalid, the remainder of this Contract shall nevertheless remain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and affixed their signatures on _______________ at ________________. . __________________________________ Seller TIN 001-002-003 By: _____________________ Director
__________________________ Buyer
TIN _________________
Signed in the presence of: _______________________ _______________________
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ACKNOWLEDGMENT BEFORE ME on the above date and place personally appeared the following:
IDENTIFICATION DOCUMENT PRESENTED Company Name TIN 001-002-003
Sellers Represntative TIN 004-005-006
Buyer TIN 007-008-009
Who acknowledged that the foregoing instrument is their own free, knowing and voluntary act and deed, and that of the corporation represented.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and in the place first above written.
Doc. No. _____; Page No. _____; Book No. _____; Series of _____. NOTARY PUBLIC CONTRACT TO SELL.DOC CONTRACT TO SELL page 5 of 5