CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

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:

4.

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.

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

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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)

6.

7.

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.

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.

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.

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(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:

Company Name

IDENTIFICATION DOCUMENT
PRESENTED
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

_____;
_____;
_____;
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NOTARY PUBLIC

CONTRACT TO SELL.DOC

CONTRACT TO SELL

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