DEED OF ABSOLUTE SALE

KNOW ALL MEN BY THESE PRESENTS:

This Agreement, is made, executed and entered into by and between:

[NAME], Filipino, of legal age, with postal address at

__[Address]________, hereinafter referred to as the “SELLER”;

- and -
 
[NAME], a sole proprietorship/partnership/corporation duly
organized and existing under and by virtue of the laws of the
Republic of the Philippines, with business address at
__[Address]________, represented herein by its
President/General Manager, __[Name]________, hereinafter
referred to as the “BUYER”
 
WITNESSETH THAT:

WHEREAS, the SELLER is the absolute owner of machineries and equipment

(hereafter collectively known as “Commodities’) presently located at
_________[Address]____________, and listed and described in the Inventory List
attached herein as “Annex A” and forms an integral part of this Agreement.

WHEREAS, the SELLER has agreed to sell, and the BUYER has agreed to
purchase, the Commodities under such terms and conditions specified below;

NOW THEREFORE, for and in consideration of the foregoing premises which

are essential conditions of this Agreement, and the mutual covenants and
stipulations hereinafter stated, the parties hereby agree as follows:

1. CONSIDERATION

Under the terms and considerations set forth herein, BUYER shall pay to
SELLER the total amount of __________[amount in words]____________
(Php________________).

2. MANNER OF PAYMENT

Upon signing and execution of this Agreement, BUYER will pay to SELLER the
amount of __________[amount in words]____________ (Php________________) as
down payment or deposit on the purchase price.

BUYER shall likewise issue and deliver to the SELLER __two (2)_ post-dated
checks for the amount of __________[amount in words]____________
(Php______________) each, dated __[Date]__ and __[Date]__, respectively,
representing the balance of the purchase price in item 1 of this Agreement.
3. DELIVERY

Upon payment of the deposit or down payment referred to in the first

paragraph, item 2 of this Agreement, SELLER shall allow the BUYER and/or
its/his representatives to enter the site where the Commodities are located so
that the latter can haul and transport the Commodities to its own location.

For this purpose, SELLER agrees to provide the BUYER and its representatives,
all the assistance within its power that would be required to fully implement
this Agreement, including but not limited to, the provision of the required
documents, dealing with third parties with a rightful interest on the
Commodities, if any, provision of security to the BUYER and its representatives
while in the premises of the SELLER, and all other matters necessary and
incidental to the full implementation of this Agreement.

4. TAXES, DUTIES, AND FEES

All costs arising from the implementation of this Agreement, including but not
limited to Taxes, Insurance, Bank Charges, Processing Fees, Documentation
Fees, Brokers Fee, Notary Fees, Customs, Stamps, and other Miscellaneous
Charges, shall be for the sole account of the BUYER.

6. WARRANTIES

The SELLER hereby warrants:

(a) that he/she/it is the absolute owner of the Commodities;

(b) that all pending Adverse Claims, if any, thereon have been resolved in
his/her/its favor
(c) that he/she/it has all the right and power to enter into and consummate
this Agreement with the BUYER.
(d) that the Commodities are free and clear of any liens or encumbrances or
unpaid taxes of whatever nature, assessments, or of any unpaid claim of
creditors, or third parties.
(e) that SELLER is not bound by any first option agreement extended to any
third party on the Commodities.

The BUYER hereby warrants that as this is a sale on an “as is, where is” basis,
his/her/its conformity to this Agreement signifies that he/she/it has inspected
the Commodities, estimated its value, and agrees that its estimated value
conforms to the value agreed upon by the parties as the purchase price under
this Agreement.

7. BINDING EFFECT

This Agreement shall inure to the benefit of and shall be binding upon the
heirs, executors, successors, administrators and assigns of both parties.
8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the Parties herein about its
subject matter and any previous agreements, understandings and negotiations
on that subject matter cease to have any effect.

9. SEPARABILITY

It is the intention of the parties that in the event a court of competent

jurisdiction finds that any provision or portion of this Agreement is
unenforceable for any reason, the balance and remainder of this Agreement
shall remain effective and enforceable to the extent possible under the
circumstances then existing.

10. GOVERNING LAW, JURISDICTION

This Agreement and the transactions contemplated by this Agreement are

governed by Philippine law, and the parties submit themselves to the
jurisdiction of the relevant Philippine courts in Metro Manila.

11. DISPUTE RESOLUTION AND VENUE

In the event of a dispute arising out of or by reason of this Agreement, the

Parties shall exert diligent efforts at reaching an amicable agreement.

In case no amicable resolution is reached, any action or proceeding arising out

of or connection with this Agreement shall be exclusively brought before the
courts of [Place], the Parties hereby waiving any other venue.

IN WITNESS WHEREOF, we have hereunto signed our signatures on the _____

day of [Month], [Year] at _________City.

SELLER BUYER

[Signature] [Signature]
[Name] [Name]

SIGNED IN THE PRESENCE OF:

______________________________ ______________________________
 A C K N O W L E D G E M E N T

REPUBLIC OF THE PHILIPPINES )

CITY OF _______________________)S.S.
 
BEFORE ME, a Notary Public for and in the City of _____________, came and
personally appeared the following persons with their respective valid
identification, to wit:
 
Name I.D. Type/No. Date/Place Issued

who are all known to me and by me known to be the same persons who
executed the foregoing instrument and they acknowledged to me that the same
is their free and voluntary act and deed as well as that of the corporations
named therein.

This instrument refers to the Deed of Absolute Sale of a Machinery/Equipment

which consists of four (4) pages including this page where the acknowledgment is
written and signed by the parties and their instrumental witnesses on the
signature page and on each and every other page thereof.

WITNESS MY HAND AND NOTARIAL SEAL on the date and in the place
above written.

NOTARY PUBLIC
Doc. No. _____;
Page No. _____;
Book No._____;
Series of 20___.