Sample Contract to Sell a Condominium Unit

SPLENDIDO TAAL TOWERS (A Condominium Project) Contract No.

____________________

Tower No.

__________________

Contract Ptice

____________________

Unit No.

__________________

Donwpayment

____________________

Unit Area

__________________

Balance

____________________

Parking Unit no. __________________

Discount (if any) ____________________

Price/sq.m.

__________________

CONTRACT TO SELL KNOW ALL MEN BY THESE PRESENTS: This Contract, made and entered into this ________ day of __________________ in ______________________________, Philippines, by and between:

STA. LUCIA REALTY & DEV., INC.,

a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines with office address at the Ground Floor, State Financing Center Bldg., Ortigas Avenue, Mandaluyong City; , represented herein by

JAKA TAGAYTAY HOLDINGS, CORP.,

a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with office address at Jaka Center, 2111 Chino Roces Avenue, Makati City, represented herein by PERSIVERANDO M. LUKBAN, SVP-General Manager ; collectively referred to as the SELLER; -and-

hereinafter referred to as the BUYER; WITNESSETH: That WHEREAS, the SELLER shall form and establish the Splendido Taal Towers, a condominium project (hereinafter referred to as the “PROJECT”) on parcels of land located at Splendido Residential Estates, Municipality of Laurel, Batangas; WHEREAS, the SELLER has offered to sell, transfer and convey to the BUYER the Unit hereinafter described, under the following terms and conditions hereinafter set forth; WHEREAS, the BUYER agrees to comply with the terms and conditions set forth in the Master Deed and Declaration of Restrictions for Splendido Taal Towers, as formulated by the SELLER;

Contract to Sell

NOW, THEREFORE, in consideration of the foregoing premises, and the payment of the contract price herein below specified, the SELLER has agreed to sell, transfer and convey to the BUYER who has agreed to buy the Unit herein below described, under the following terms and conditions hereinafter set forth, to wit:

1. The condominium project consists of a Twelve-storey residential condominium and parking units;

2. The SELLER shall register the Master Deed with Declaration of Restrictions and other documents required by Republic Act No. 4726 with the Registry of Deeds of Tanauan, Batangas, all of which shall be binding on the BUYER;

3. SELLER hereby agrees to sell, transfer and convey to the BUYER, and the BUYER hereby agrees to buy from the SELLER a condominium unit of the Project, with improvements, more particularly described as follows: SPLENDIDO TAAL TOWER ( ___) CONDOMINIUM Unit No.

:

Unit Area:

__

(unit letter maybe

subject to

Parking Unit No

change) (unit area & final price is subject to change based on final layout) : ______

4. The Unit herein purchased shall be used exclusively for residential purposes only and cannot be converted for any other purpose without amending the Master Deed and the Declaration of Restrictions for the PROJECT; 5. The BUYER has examined the plans and specifications for the Project prepared by the SELLER’s Architects, to his satisfaction, which are hereby made integral parts hereof by way of reference, copies of which will be furnished the BUYER upon request. 6. The Contract Price of the UNIT shall be: (Php__________________________________) ______________________________________________________________________________ ________ payable in the following manner:

6.1.

DOWNPAYMET __________________________________________________________ _________________________________________________________________ ______, a. Reservation Fee: ______________________________P_____________________), b. Balance of Downpayment: ____________________________________________, _________________________________________________________________ ______ (P_____________________), 2

Contract to Sell

BALANCE:_______________________________________________________ _______ _________________________________________________________________ ______ (P_____________________), payable in _____________ installments and on the _______ day of each month beginning __________________ until __________________. The BUYER shall deliver to the SELLER __________________ (______) post-dated checks to cover the afore-mentioned installments. (See attached schedule of payments). Installment Payment – any or all installment payments shall be made by the BUYER at the SELLER'S address at the Ground Floor, State Financing Center Building, Ortigas Avenue, Mandaluyong City, or such other offices where the SELLER’s sales personnel’s place of business may, in the future, be transferred to, on or before the specified due date without need of demand, and in case the BUYER fails to do so, the SELLER is entitled to impose and collect, a penalty of three percent (3%) per month (any fraction of a month shall be considered as one entire month) on the amount due without prejudice to the other remedies available to the SELLER. Only the provisional receipt and/or official receipt issued by the SELLER and signed by the SELLER or its authorized representative shall be acknowledged and held binding. The SELLER may allow the BUYER to advance payment of any outstanding balance in full or in part upon such terms and conditions as may be imposed by the SELLER. Advance partial payments when authorized by the SELLER shall have the effect of shortening the term of the Contract. In no case shall payment of fractional installments be accepted. 7. The SELLER shall pay real estate tax and assessment on the subject property without recourse to the BUYER for as long as the title has not passed to the BUYER. However, if the BUYER has actually taken possession of and occupied the Unit, the BUYER shall be liable to the SELLER for such real property tax and assessment. 8. Without prejudice to the rights of the SELLER to consider this Contract as automatically terminated under Section 9 hereof, should the BUYER fail to pay any installment(s) when due, together with any interest thereon as provided in this Contract, the rights and obligations of the parties shall be as follows: (a) Subject to the provisions of Republic No. 6552, otherwise known as the Maceda Law, if the BUYER is in default in any installment due, the BUYER shall be entitled to a grace period of sixty (60) days to make the necessary payment, provided, however, that the BUYER shall avail of such grace period only once during the entire term of the Contract. Upon failure of the BUYER to update all outstanding installments within the said grace period, the SELLER shall, at its own absolute discretion have the right: (i) to charge the BUYER a late payment charge at the rate of three (3%) percent per month of the total amount due and payable, computed from the due date of each installment, and/or (ii) to cancel and rescind this Contract after thirty (30) days from receipt by the BUYER of the notice of cancellation or demand for rescission of this Contract, by a notarial act and all payments made by BUYER under this Contract shall be forfeited as liquidated damages and/or considered rentals for the use of the Unit(s). Furthermore, the BUYER shall also be liable to pay the total amount of interests, advances and late payment charges due and unpaid to the SELLER, as well as unpaid taxes, 3

Contract to Sell

assessments and association fees due to the SELLER/Condominium Corporation. (b) In the event of cancellation of this Contract, the BUYER, should he/she/it already be in possession of the Unit(s) purchased shall become a mere intruder or unlawful detainer of the same and may be ejected therefrom by any means provided by law for trespassers or unlawful detainers. Should BUYER fail to vacate the Unit(s) purchased within five (5) days from the effective date of the cancellation of this Contract, the BUYER, in addition to being liable for payment of monthly rentals at the rate of fifteen (15%) percent of the total purchase price, shall forfeit all improvements thereon in favor of SELLER. In any event, the SELLER shall be at liberty to dispose of and sell the Unit(s) and its appurtenances to any interested third person. (c) The breach by the BUYER of any of the conditions or restrictions contained in this Contract and his/her/its failure to remedy the same within thirty (30) days from receipt of written notice from SELLER shall have the same effect as non-payment of the installments of the purchase price except that Republic Act No. 6552 shall not apply. (d) In any of the above cases, the BUYER recognizes the right of, and hereby irrevocably authorizes, the SELLER and/or the Condominium Corporation or its representatives to enter and take possession of the Unit(s) and take whatever action is necessary or advisable to protect its rights and interests in the Unit(s). 9. Except for non-payment of installments due which is governed by the provisions of Section 8 hereof, it is herein expressly agreed that upon violation by the BUYER of any of the covenants, terms and conditions contained in this Contract, the SELLER shall have the right without need of legal or court action to cancel or terminate this Contract upon written notice to the BUYER.

10. In case of cancellation or rescission of this Contract in accordance with the provisions stated herein, the SELLER is hereby appointed as the BUYER’S attorney-in-fact vested with full authority and power to take immediate possession of the subject UNIT, together with the existing improvements thereon, if any.

11. The title to the property, subject of this sale, shall remain in the name of the SELLER until full payment of the consideration of the sale as well as payment of any sum of money due from the BUYER under the terms and conditions of this Contract. After the aforesaid payments, the SELLER is duty bound to cause the delivery of the Condominium Certificate of Title and execution of a Deed of Absolute Sale of the UNIT free from liens and encumbrance, except for the Master Deed with Declaration of Restrictions that shall be annotated unto the Titles and other conditions imposed by the SELLER necessary for the proper management of the Project.

12. All expenses to be incurred to effect transfer of title in favor of the BUYER, such as but not limited to documentary stamp taxes, transfer taxes, notarization of this instrument as well as the Deed of Absolute Sale, registration fees, miscellaneous fees, and similar expenses shall be for the exclusive account of and paid for by the BUYER, except withholding tax or capital gains tax which is based in the selling price, shall be for the account of the SELLER. The 4

Contract to Sell

BUYER agrees to pay the same without need of demand, and in case of failure to do so, the SELLER, may advance the payment for the same and shall be entitled to its reimbursement by the BUYER together with interest at the rate of three percent (3%) per month reckoned from the date of payment. Upon full payment and submission of the requirements for registration, the BUYER has authorized the SELLER to cause the registration of the title to its name upon payment of the expenses which are for its account including registration fees. Once the same is registered, the SELLER shall notify the BUYER of the availability of the title for pick up. The SELLER may charge BUYER of custodial fee of title in the amount of P100/month, for failure of the BUYER to pick up the title, within three (3) months from date of notice by the SELLER.

13. The BUYER hereby acknowledges that in buying the UNIT, subject

matter of this sale, the BUYER has full knowledge that Splendido Taal Towers, is part of the development of Splendido Residential Estates and Golf and that the BUYER poses no objection to the changes or expansion or alteration that the SELLER may introduce/institute on the total project of Splendido Residential Estates, and the necessity of prior notice to the BUYER or conformity is hereby waived.

14.The BUYER is fully aware of the land development work and/or improvements planned as well as the implementation intended to be done in the future, accordingly, the BUYER, its heirs, successors and assigns shall hold the SELLER free from any claims or cause of actions arising out of or may be due to the same resulting in the disturbance, inconvenience or nuisance that may not be avoided on account of the continuance of said development and works 15.Delivery of the Unit shall be provided as follows, namely: a. The SELLER shall endeavor to complete the unit and deliver the same to the BUYER not later than _________________. In the event of delay due to fire, earthquake or other natural elements, acts of God, war, civil disturbance, government and economic controls, or any other cause beyond the SELLER’s control, or which makes it impossible or difficult to obtain the necessary labor or materials, or which renders the completion of the Project within the period specified impossible, the SELLER may consider itself relieved of any contract, and it shall reimburse the BUYER, without interest, for all amounts heretofore received from the latter less delinquency payments. b. Upon completion of the Unit subject hereof, the SELLER shall notify the BUYER thereof. The delivery of such notice shall constitute constructive delivery of the Unit subject hereof to the BUYER, notwithstanding the failure of the BUYER to take actual possession thereof. From and after such constructive delivery of the Unit, all risks of loss or damage to the Unit and the pro rata assessments thereon shall be for the account of the BUYER. 16.The SELLER reserves the right at any time before delivery date to make any alteration of plans, repairs, additions or omissions, as it may deem necessary, on the Project or the Unit, and the said alteration, addition or omission shall in no way affect or render void this Contract. 5

Contract to Sell

17.Upon payment by BUYER of the full amount of the purchase price including any and all assessments and expenses which may have been advanced by the SELLER for the account of the BUYER, and full compliance by the BUYER of all its obligations herein, and subject to the completion of the construction or conveyance by the SELLER to the Condominium Corporation of the Project, the SELLER will convey to the BUYER title and ownership and all the rights and interests of the former in and to the Unit together with the interests in the common areas and in the Condominium Corporation appurtenant to such Unit. 18.The SELLER is hereby authorized and empowered to organize a Condominium Corporation as mandated by law for the principal purpose of holding title to all the common areas in the Project and the management of the Project for the common benefit of all the Unit owners. 19.The BUYER shall be allowed to have possession of the UNIT upon turnover of the same by the SELLER, either by virtue of a written notice given by the SELLER or by a written request made by the BUYER. Upon acceptance by the BUYER of the subject UNIT, all risks of loss or damage to the subject UNIT, as well as all obligations, association dues, real property taxes and other assessments accruing on the subject UNIT, shall be for the exclusive account of the BUYER. However, should the BUYER fail to inspect the subject UNIT within the period stated in the Notice of Turn-Over, or fail to be present on the date and time of a previously scheduled inspection, or unjustifiably refuses to accept the subject UNIT, the delivery to BUYER by virtue of the said Notice of TurnOver shall constitute constructive delivery of the subject UNIT to the BUYER, and the BUYER shall be deemed to have constructively accepted the physical possession, occupancy and beneficial use of the subject UNIT for all intents and purposes. Consequently, from and after delivery to the BUYER, all risks of loss or damage to the subject UNIT, as well as all obligations, association dues, real property taxes and other assessments accruing on the subject UNIT shall be for the exclusive account of the BUYER. The SELLER, on the other hand shall be relieved of any responsibility for any loss, damage or injury that may be caused to the subject UNIT, or for any real property taxes, association dues or assessments accruing on the subject UNIT, from and after the delivery of the subject UNIT, actual or constructive, to the BUYER. 20. The BUYER, its heirs, successors, and assigns agree to be automatic members of the Condominium Corporation/Homeowner’s Association that shall subsequently be formed, and as such shall abide and conform with the Articles of Incorporation of the Condominium Corporation/Homeowner’s Association, its By-laws and such rules and regulations adopted by its Board of Directors from time to time. In the absence of a Condominium Corporation/Homeowner’s Association, the BUYER binds itself to pay maintenance dues that may be levied, assessed and collected in place of the association dues to cover the cost of ensuring cleanliness, sanitation, security and peace and order within the Project.

21. The BUYER shall not assign, cede, sell, transfer or in any manner dispose of the UNIT subject of this Contract and no transfer or 6

Contract to Sell

assignment of rights or interest under this Contract shall be made by the BUYER without the prior written conformity of the SELLER, violation of which renders such transaction null and void.

22. In case the BUYER transfers its rights under this Contract, the

BUYER agrees to pay to the SELLER 1% of the total Contract Price of the UNIT, as transfer fee or such amount that shall be indicated by the SELLER.

23. The BUYER hereby agrees that the SELLER shall have the right to

sell, assign or transfer to one or more BUYERs, assignees or transferees any and all its rights and interests under this Contract, including all its receivables due hereunder; provided, however that any such BUYER, assignee or transferee expressly binds itself to honor the terms and conditions of this Contract with respect to the rights of the herein BUYER. Provided further, that upon the BUYER’S full payment of the purchase price, the title shall be delivered by the SELLER to the BUYER free from any and all kinds of liens and encumbrances, except for the terms and conditions set forth in the Master Deed and Declaration of Restrictions.

24.The BUYER hereby recognizes and agrees that the SELLER shall have the right to assign all its rights and receivables under this Contract in favor of a bank or government or private financial institution. In such a case, the BUYER undertakes to conform to the same and to perform faithfully all his/her obligations under this Contract without need of demand from the SELLER’S assignee, which may be designated as the servicer for the servicing and collection of the obligations of the BUYER under this Contract. Accordingly, the BUYER agrees that the assignee shall assume all the rights and interest of the SELLER under this Contract and upon the advice by the assignee, the BUYER shall pay his/her obligations under this Contract directly to the assignee. The said assignment of rights and receivables shall be without prejudice to a deferred Real Estate Mortgage on the property which may, immediately or thereafter be required by the SELLER or the assignee bank or government or private financial institution for the purpose of securing a financial package availed of for the payment of the balance of the purchase price. 25.The BUYER hereby appoints the SELLER or its authorized representative as his/her exclusive attorney-in-fact in a manner absolute and irrevocable to sign, receive and release the assignment of rights and receivables which the SELLER shall apply to any and all obligations due from the BUYER under this Contract, and to do any and all other acts which may be necessary to pay the obligations of the BUYER to the SELLER; and for this purpose the BUYER hereby ratifies and confirms any and all acts of the SELLER in the execution of the power of attorney herein given. 26.Upon the payment by the BUYER of the full amount of the contract price, including any and all assessments and expenses that may have been advanced by the SELLER for the account of the BUYER, and after full compliance by the BUYER of all its obligations here, the SELLER will convey title and ownership and all the rights and interests over the UNIT in favor of the BUYER.

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Contract to Sell

27. In order to upgrade and improve the features of Splendido Taal Towers, the SELLER has deemed it necessary to organize the Splendido Taal Country Club, which is a major facility, and forms part of a larger network of facilities within the Splendido Taal development. BUYER understands that the Splendido Taal Country Club shall also be open to membership for non-residents or non-unit owners. BUYER also understands that Splendido Taal Country Club is a facility which is not an integral part of Splendido Taal Towers and BUYER cannot demand its construction, completion and/or enjoyment, except as provided in this contract. It is further understood that Splendido Taal Towers unit owners will have beneficial use of the Club and its facilities, subject to such rules and regulations as may be promulgated by the Board of the Club/SELLER from time to time. Upon payment in full of the downpayment, the BUYER shall automatically be entitled to nomination by the SELLER as an assignee, member of the Splendido Taal Country Club (hereinafter referred to as STCC), a non-stock and non-profit asssociation organized and existing under the laws of the Philippines for the purpose of promoting the social, educational, and athletic activities among its members, the main objective and understanding of which shall be the construction and maintenance of a country club, including but not limited to swimming pools, and other indoor related sports and recreational facillities and other social functions within Splendido Taal. Upon the BUYER’s admission as assignee member in the STCC, the BUYER shall be bound by the terms and provisions in the Articles of Incorporation and By-Laws of the STCC and such other rules and regulations which the Board of Directors may promulgate from time to time. Admission shall entitle the BUYER to use the facilities and privileges of STCC, except the right to vote and hold office, and to share in the dues and amounts pertaining to membership as well as all charges for actual use of the facilities, failing which the BUYER shall be declared delinquent. In the event of such delinquency, and during its continuance, the BUYER’s right and privileges shall be suspended. The BUYER’s unpaid obligations shall constitute a junior lien on the unit with the same rank as the assessments of the Splendido Taal Towers. In the event that the BUYER’s application for admission is denied by the STCC Board of Directors, the BUYER may designate a third person for possible nomination by STCC’s membership committee provided further that the buyer shall be solidarily liable for the designated third party’s delinquencies as above described. The assignee membership granted herein shall be co-terminous with ownership of the unit and shall be deemed automatically cancelled upon the BUYER’s sale or other disposition of the unit. The assignee membership may not be sold, encumbered, transferred, or in any manner disposed by the BUYER, it being understood that only registered BUYER of the unit shall qualify and be entitled to nomination by SELLER as an assignee member. 28.The foregoing stipulations, terms or conditions shall not be amended, modified or in any manner altered or deemed waived by repeated acts of inaction, tolerance or silence of the SELLER and/or the BUYER, as any such amendments, modifications, alterations or waiver shall only be valid if expressly made in a written directive duly signed and approved by the SELLER. 8

Contract to Sell

29.In case any of the provisions, terms or conditions stipulated herein is invalidated by order of the court in a judgment that has become final and executory, such judgment shall not adversely affect any of the other provisions not so expressly invalidated, which provisions terms or conditions shall remain valid and effective. Any damage that maybe suffered by the BUYER on account of such judgment shall be for its own account. 30.It is hereby expressly provided that the liability of the BUYER signatories hereto is solidary and the SELLER reserves the right to proceed against any or all of them at its discretion.

31. In case the BUYER (including its heirs, successors and assigns) commits a breach of any of the stipulations herein provided, the SELLER is entitled to bring suit to recover damages plus attorney’s fees, and no suit or cause of action shall be instituted except before the proper courts of Pasig City;

32.It is understood and agreed that no delay or omission on the part of SELLER in exercising any right under this Contract shall be construed as a waiver thereof and no acceptance by SELLER of any payments made in a manner or at any time other than as herein provided shall be construed as a novation of the terms hereof.

33. This Contract states the entire agreement between the parties and the SELLER is not and shall not be bound by any stipulation, representation, agreement or promises, whether oral or otherwise, which is not contained in this Contract or incorporated herein by reference. This Contract shall be deemed subject to the provisions of the Reservation Agreement, Condominium Act, the Master Deed, the Declaration of Restrictions, Articles of Incorporation and ByLaws and Rules and Regulations of the Condominium Corporation. 34.The SELLER shall assign to the Condominium Corporation, for the pro rata benefit of Unit owners, all warranties that it may procure from contractors or suppliers in connection with the Project. The SELLER has no other liability for warranty of similar claims other than the obligation to assign such warranties from contractors and/or suppliers. 35.Upon acceptance of the Unit, it is hereby understood by the Parties, that: a) The BUYER shall notify the SELLER in writing of any change in his mailing address within SIXTY (60) DAYS from such change. Should BUYER fail to do so, his address stated in this Contract shall remain his mailing address for the purpose of sending of all notices under this Contract and/or required by law.

b) Any and all actions or suits in connection with or arising from this contract shall be filed with the proper courts of Pasig City, Philippines. c) In case either of the parties is compelled to resort to the courts or seek the assistance of legal counsel to protect its rights or seek redress for its grievances, the offending party shall be liable to the offended party for attorney's fees equivalent to at least twenty percent, (20%) of the 9

Contract to Sell

amount of the claim on the demand but in no case less than Fifty Thousand Pesos (P50,000.00), Philippine currency.

36. Notices and other legal processes shall be sent by registered mail

or personal delivery at the SELLER’S address at the Ground Floor, State Financing Center Building, Ortigas Avenue, Mandaluyong City, unless written notice of change or amendment of address has been received by the BUYER;

37. The foregoing stipulations, terms, or conditions provided in this

Contract shall not be amended, modified or in any manner altered or revised, and any such amendments, modifications, alterations or revisions, without the written conformity of Sta. Lucia Realty and Dev., Inc., and Jaka Tagaytay Holdings Corp., shall not bind the SELLER and shall be held free and harmless from any liability, as brought about by the alteration of any provision of this Contract.

IN WITNESS WHEREOF, the parties hereto have set their hands in _________________, Philippines this ________ day of _________________, 20_______.

JAKA TAGAYTAY HOLDINGS DEV INC Seller By:

CORP

STA. LUCIA REALTY & Seller

____________________________

_______________________________

Buyer ___________________________

_______________________________

SIGNED IN THE PRESENCE OF:

ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES) ) S.S. BEFORE ME, a Notary Public in ____________________________, Philippines, this ________ day of ____________________, 20____ came and appeared the following: NAME

CTC#

DATE/PLACE ISSUED

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Contract to Sell

known to me and to me known to be the same persons who executed the foregoing instrument and they acknowledged before me that the same is their free and voluntary act and deed, and that of the corporation in whose behalf they acknowledged the same. IN WITNESS WHEREOF, I have hereunto set my hand and seal on the date and the place above-written. Doc. No. _______; Page No. _______; Book No. _______; Series of 200__.

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