CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT TO SELL (the Cotract) made and entered into this
__________________ at ________________,by and between:
MAJOR PROPERTIES,INC., a corporation duly organized and existing under and by
virtue of the laws of the philippines and with office address at Major Homes Building 167
Edsa, Mandaluyong City, represented herein by its head-Operations Group, Arlene R.
Jacosalem (hereinafter referred to as theSELLER)
-andBOSH MEGATRADE & SERVICES CO., a corporation duly organized and existing
under and by virtue of the laws of the philippines and with office address 1406 Emar
Suites 409 Shaw Boulevard, Mandaluyong City, represented herein by its general
partner,Joanne B. Rubio (hereinafter referred to as the BUYER)
WITNESSETH:
WHEREAS, the SELLER is the developer of MONTELUCE a Complex comprising of
several parcels of land located at Baeangay Lalaan 1, Silang Cavite, which consist or
shall consist , among others, of a residential subdivision, SIENNNA AT MONTELUCE
(hereinafter referred to as the Projector the Subdivision) and a cluster or clusters of
condominiums. Copies of the map(s) and/or plan(s) and of TCT No._______________of
the Subject property are attached and made an integral part hereof as Annexes A & B
.
WHEREAS, the SELLER, being the developer of the project is duly authorized to sell the
properties comprising the Project.
WHEREAS, part of the Project is a parcel of land with an area of three hundred ninety
square meters (390.00 sq. m.) more or less, located at Block 5 Lot 29 of said Project,
(hereinafter referred to as the Subject Property).
WHEREAS,on August 20, 2015 the parties herein entered into a reservation Agreement
(hereinafter referred to as the Reservation Agreement) for the subject Property.
WHEREAS, the SELLER has agreed to sell, cede, trancfer and convey unto the BUYER,
his/her assigns,and successor-in-interest, and the letter has agreed to buy from the

SELLER the subject Property under the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the foregoing premises and of the
mutual covenants and stipulations hereinafter set forth,the parties hereby agree as
follows:
1. CONSIDERATION
For and in considertion of the sum of FOUR MILLION TWO HUNDRED FIFTY
THOUSAND EIGHT HUNDRED THIRTY TWO PESOS (4,250,832.00) in Philippine
Currency (the Total Contract Priceor TCP) which is inclusive of the Processing Fee
in the amount of Two Hundred Sixteen Thousand One Hundred Forty Four Pesos (Php
216,144.00), and which shall be paid in accordance with the terms provided in this
contract, the SELLER agrees to sell, cede, transfer and/or convey unto the BUYER,
his/her assigns, and successor -in-interest the Subject Property.
2. TERMS OF PAYMENT
2.1. The Total Contract Price of the Subject Property shall be paid by the BUYER in
accordance with the following schedules and terms:
2.2. In the event that the BUYERs approved loan with the financing institution shall
be less than the loan applied for, for the difference between the approved loan and the
loan applied for(the loan difference)shall be added to the equity or downpayment of the
BUYER. The BUYER hereby agrees not to occupy and take possession of the Subject
Property until after the BUYER has fully settled the additional equity. Failure of the
BUYER to pay said additional equity within fifteen (15) days upon receipt of notice of
loan difference as provided herein shall make it subject to the penalty interest at rate of
three percent (3.0%)per month, with a fraction of a month counted as one month, until the
amount is fully paid.
3. CONDITIONS OF PAYMENT
3.1. Payments for the principal, any installment or interest thereon, under this
contract, shall be made on or before their respective due dates without necessity of any
notice or demand. Failure on the part of the BUYER to deliver any of the foregoing
payments on their respective due dates shall entitle the SELLER to declare all amounts
payable under this contract, togethere with accrued interest and penalties, to be due and
demandable without the need for notice or demmand on the part of the SELLER.
3.2. Failure or delay on the part of the SELLER to execise any of its rights and this
Contract shall not be deemed as a waiver thereof. Neither shall the accetance by the
SELLER of any payments made by the BUYER in a manner or at a time, other than that
as provided in this Contract,shall be construed as a variation of the terms and conditions
herein.
3.3. Any payments made by the BUYER after its due date, shall include an additional
sum to cover penalties on the delayed paymets at rate of three percent(3.0%) per
month,with a fraction of a month counted as one month, excusing any subsequent

failure,delay or default by the BUYER.

3.4. The SELLER reserves the right to determine the application of any payment
made by the BUYER under this contract. Unless otherwise privided for, any payment
made by the BUYER shall be first applied to the penalty then to the interest,if any, and
balance shall be credited to the principal indebtedness or whatever obligation is due, in
their order of maturity.
3.5. The BUYER agrees that he/she shall issue post-dated checks to cover the balance
of payment/monthly amortization under this contract. The BUYER guarantees that, in
issuing the post-dated checks, all post dated checks will be sufficiently funded on the
maturity dates appearing on said checks. Further, said post-dated checks shall be for
amounts in Philippine Peso. In case, however, the BUYER issues of foreign currencies or
payment is through foreign remittances,as may be allowed and/or approved by the
SELLER, such checks or remittance shall be credited only as converted to their Peso
calues based on the banks official exchange rate upon clearing of funds. Any
underpayment or overpayment shall be reconciled upon payment of the last installments
or turnover balance, and the BUYER shall be billed or reimbursed accordingly. It is
hereby agreed that all bank fees, charges, and taxes imposed on the remittances and/or
conversion of foreign currency payments shall be shouldered solely by the BUYER.
3.6.In the event that any of the post-dated checks issued by the BUYER is dishonored
check, for any reason, or any amount due under this Contract is not paid on the due date
indicated in the dishonored check, apenalty of 10 percent (10 % ) of the total amount due,
inclusive of interest, shall be imposed for every month of delay. Said penalty shall be in
addition to other penalties and/or interests referred to in this contract and is without
prejudice to other remedies available to the SELLER.
3.7. All payments due under this contract shall be made by the BUYER to the
SELLER through its Cashier or its other authorized representative/s at the latters office
at 167 Edsa, Brgy. Addition Hills, Mandaluyong City, or such other offices where the
SELLERs place of business may, in the future, be transferred to, on or before the due
date without necessity of demand. No collectors will be employed and only payments
covered by official receipts signed by the SELLER through its duly authorized
representative/s will be recognized as valid and binding on the SELLER. Its is hereby
understood that payments given to the Property Consultant, Sales Personnel, and/or to
agents, representatives or employees of the SELLER not duly authorized to receive
payments from the BUYER shall be under the risk and responsibility of the BUYER and
shall be recognized as valid payments upon due receipt by the SELLERs Cashier or its
other duly authoried representatives at the place/s mentioned above.
3.8. The SELLER is not bound by any representation or actions of any agent or broker
regarding any matter concerning the Subject Property, unless stated in this Contract
and/or in the Reservation Agreement, or duly confirmed in writing by the SELLER or by
its duly authorized representatives.
4. ADDITIONAL FEES

4.1. The BUYER hereby agrees to pay and/or be liable for the following additional fees
and/or assessments:
a. One Thousand Pesos (Php1,000.00) or such amount as may be determined by the
SELLER for any true copy of this Contract;
b. Twenty Thousand Pesos (Php20,000.00) for any transfer of rights of the BUYER
for the Subject Property;
c. Light, power and water service connections fees; and
d. Otherfees, expenses and penalties hereinafter provided when the SELLER is
entitled to the same.
4.2. Its is hereby understood that the value added tax, transfer tax, execution and notarial
fees of this Contract as well as those of the corresponding Deed of Absolute Sale,
registration fees and expenses to effect the issuance of a TCT in the name of the BUYER
for the Subject Property form part of the Processing Fee referred to in Sections 1 and 2
herof and have, thus, been incorporated in the Total Contract Price of the Subject
Property; provided that, the parties agree that said Turnover Fees may be subject to
change in the event that the abovementioned government or notarial fees and/or
assessments shall increase; provided further that, the BUYER shall pay any increase in
said Turnover Fees upon the turnover to him/her of the Subject Property.
5. POSSESSION
5.1. The possession of the Subject Property may only be granted to the BUYER upon
official turnover by the SELLER to the BUYER. The SELLER shall notify the BUYER
in writing of the date of official turnover; provided, however, that any violation or breach
of any stipulation or condition in this Contract at any time during the entire period thereof
shall be construed as a violation or breach of the Contract between the parties and shall
accordingly give rise to any and all rights and remedies that the SELLER may exercise
including, but not limited to ejectment proceedings; provided futher, that the SELLER
shall not be compelled to secure a separate tax decleration for the property until after the
Total Contract Price, plus interest thereon, as well as other obligations stipulated herin,
are fully paid by the BUYER.
5.2. The BUYER binds himself/herself, during the lifetime of this Contract, not to alter,
remove, displace, or in any manner interfere with any monument or other evidence of
boundary upon said premises, nor shall he allow, acquiesce in or suffer others to commit
any of the aforesaid acts.
5.3. The BUYER warrants that he has personally inspected the Subject Property,
verified its location and boundaries and is satisfied of the complete absence of occupants,
squatters or any physical encumbrances.
5.4. Possesion of the Subject Property shall be Delivered by the SELLER to the BUYER

within a reasonable period of time form the date of completion of development and/or
construction thereof, including related facilities. The SELLER shall notify the BUYER in
writing of the date on which the Subject Property shall be ready for delivery to or
occupancy of the BUYER (hereinafter referred to as the Delivery Date). Such Delivery
Date stated in the notice, whether or not it is the actual Delivery Date, shall be considered
the Delivery Date of the Subject Property for purposes of this Contract.
5.5. From and after the Delivery Date, the BUYER shall, in place of the SELLER,
observe all the conditions and restrictions as provided in this Contract and the Deed of
Restrictions referred to in section 15 hereof, and shall be liable for all risks of loss or
damage to the Subject Property, charges and fees for utilities and services, taxes of every
kind and nature, and other obligations and assessments appertaining thereto.
6. ALTERATIONS, REPAIRS OR ADDITIONS
6.1. The SELLER reserves the right, at any time before Delivery Date, to make any
alteration, repair or additions, as it may deem necessary, on the Project or the Subject
Property, and the said alteration, addition or omission shall in no way affect or render this
Contract void. The BUYER hereby acknowledges that the purchase price is based on the
area of the Subject Property. Any increase or decrease in the area shall be subject to
reasonable price adjustments based on the price per square meter. Thus, in the event of
any adjustments in the area of the Subject Property , the BUYER binds himself/herself to
pay any for any corresponding increase or receive a refund for any corresponding
decrease in the total Contract Price of the Subject Property.
6.2. No work deviation, additions or alternations on the plans and specifications shall be
allowed without the prior written consent of the SELLER after delivery of the Subject
Property to the BUYER, but prior to the transfer of title to the latter; provided, however,
that all additions or alterations on the Subject Property by the BUYER must always be in
accordance and pursuant to the Deed of restrictions pertained to in Section 15 of this
Contract. The BUYER shall be liable for any and all damages which may be incurred to
the common areas and other facilities in the Project arising from the conduct of work on
deviations, additions or alterations introduced by the BUYER to the Subject Property.
6.3. In the event that the BUYER had already introduced such deviations, additions or
alterations to the Subject Property, and this Contract is subsequently cancelled or
rescinded by the SELLER, the parties shall have the following rights and obligations, in
addition to those provided under Section 13 and other pertinent provisions of this
Contract:
a. If the payments made by the BUYER are forfeited in favor of the SELLER, the
SELLER shall have a right to demand from the BUYER to restore the condition
of Subject Property in accordance with the original plans and specifications. All
necessary and incidental costs and expenses which may be incurred in such
restoration shall be for the account of the BUYER. In the alternative, the SELLER
may opt to accept delivery by the BUYER of the Subject Property, with the

deviations , additions or alterations. In such a case, the SELLER shall have the
right to demand the delivery of the plans and specifications of the Subject
Property, as altered by the BUYER.
b. If the payments made by the BUYER are refunded, under the provisions of the
Maceda Law, the SELLER shall have the right to demand from the BUYER the
restoration of the Subject Property to the conditions provided in the original plans
and specifications. Should the purchase of the Subject Property under this
Contract be made through a financing institution, and the BUYER fails or refuses
to perform such restoration within a period of thirty (30) days from receipt of such
demand, the SELLER shall have the right to perform such restoration, and the
BUYER shall be liable for any and all costs, expenses and damages to the
SELLER as a result of such failure or refusal.
7. ACCEPTANCE
7.1. Upon completion of the development and/or construction of the Subject Property,
the SELLER shall notify the BUYER in writing of the completion of the Subject
Property. Upon being informed of the completion of the Subject Property, the BUYER
shall coordinate with the SELLER for the inspection of the aforesaid property. If after the
inspection, the BUYER finds defects in the Subject Property, he/she should coordinate
with the SELLER for the necessary rectifications. If the BUYER finds no defects in the
Subject Property, or that the defects were already rectified, he/she must accept the Subject
Property and comply with and/or accomplish all the necessary requirements, as provided
in this Contract, the Deed of Restriction pertained to in Section 15 hereof, and other
requirements that may be subsequently required by the SELLER , for the due turnover of
the Subject Property to him/her.
7.2. It is hereby agreed that the inspection of the Subject Property shall be made by the
BUYER within fifteen (15) days from receipt of the notice of completion therefor. Failure
of the BUYER to inspect the Subject Property within the same period shall automatically
mean his/her acceptance thereof (constructive acceptance) and shall constitute acceptance
for purposes of presentation to the financial institution so that proceeds of the loan may
be released. A BUYER who fails to inform the SELLER of any defect in the Subject
Property within fifteen (15) days after his/her inspection thereof shall, likewise, be
considered to have constructively accepted the aforesaid property. Any expense or loss
incurred in the Subject Property (i.e. damages to the Subject Property or theft of any of
the fixtures) after actual or constructive acceptance as provided herein shall already be for
the account of the BUYER.
7.3. As soon as the BUYER has taken possession of the Sunject Property in
accordance with Section 5 hereof, notwithstanding that the title over said property has not
been transferred to him/her, the BUYER shall assume all risks of loss or damage to the
Subject Property, and be liable for all charges and fees for utilities services, taxes and
association dues, and other related obligations and assessments pertaining to the aforesaid
property.

8. DEFECTS
In case of defects in material or workmanship discovered by the BUYER after the
construction or development works on the subject has been finished but before
acceptance thereof, the SELLER shall be required to do the necessary rectification works
at its expense; provided, that such is in accordance with the agreed plans and
specifications. Nothing in this section shall be construed as in any way a waiver of the
SELLERs recourse against its contractor/s. The BUYER recognizes that the SELLER
has subcontracted part of the works in the Subject Property. The BUYER further holds
the SELLER free from any and all liability arising from the willful or negligent act/s or
omission/s of subcontractor/s and its agent/s, and the BUYER recognizes that the
SELLER assumes no liability for any such act/s or omission/s of subcontractor/s and its
agent/s unless a prior written agreement between the parties has been executed to such
effect.
9. CONDITIONS FOR MOVING IN
9.1. Notwithstanding actual or constructive acceptance for the Subject Property, under
no circumstances shall the BUYER be allowed or be issued an authority to occupy and
move in to the Subject Property unless all of the following conditions are complied with:
a. That the BUYER has paid at least twenty percent (20%) of the Total Contract
Price for the Subject Property;
b. That the BUYER has paid all his/her monetary obligations due under this
Contract at the time of the designated Delivery Date of the Subject Property to
him/her;
c. That the BUYER has executed the formal acceptance of the Subject Property
and that the same has been duly submitted to the SELLER;
d. That the BUYER has signed all the documents and complied with all the
requirements of the SELLER and the originating bank or other financial
institutions; and
e. That, if applicable, the BUYER has been granted and/or has obtained a loan
from any of the financial institutions recognized or accredited by the SELLER.
9.2. In the event, however, the BUYER occupies the Subject Property, without first
getting an authority from the SELLER or without first making/signing a formal written
acceptance of said property, the BUYERs occupancy shall be deemed an outright and
unconditional acceptance of the Subject Property. Further, said occupancy shall constitute
sufficient authority for the SELLER to exercise and enjoy all its rights under this
Contract.
10. DEED OF ABSOLUTE SALE AND TRANSFER OF TITLE
10.1. The SELLER shall execute a Deed of Absolute Sale with the BUYER for the

Subject Property only upon complete payment by the BUYER of the Total Contract Price,
including the interest, penalties, advances made by the SELLER and other obligations
due from the BUYER under this contract. Title to and ownership of the Subject Property
shall, thus, remain with the SELLER until the execution of said Deed of Absolute Sale.
10.2. After the execution of the Deed of Absolute Sale for the Subject Property, the
SELLER upon payment by the BUYER of any additional expenses and/or government
fees that are not included in this Contract, if any, shall effect the transfer of the title in the
name of the BUYER, free from liens and encumbrances except those that maybe required
by law and those imposed in the Deed of Restrictions pertained to in Section 15 of this
Contract. The SELLER shall not be liable to the BUYER in the event that delay is caused
by the Registry of Deeds or any government agency, without fault of the SELLER.
11. REAL PROPERTY TAXES AND OTHER ASSESSMENTS
Real property taxes and assessments on the Subject Property shall be paid by the
SELLER only until the date of execution of the Deed of Absolute Sale or the Delivery
Date, whichever comes first; provided that, in the event the BUYER is given possession
of the Subject Property before the date of execution of the Deed of Absolute Sale or the
Delivery Date, the BUYER shall be liable to the SELLER for such taxes and assessments
due or accruing on the Subject Property upon the date of his/her taking possession of the
same.
12. DEFAULT AND BREACH OF CONTRACT
12.1. Should the BUYER be in default in the payment of any of his/her obligations
under this Contract, the BUYER shall be entitled to a grace period of sixty (60) days to
make the necessary payments without any penalty, provided, however, that the BUYER
shall avail of such grace period only once in every five (5) years of the life of this
Contract and its extensions, if any. 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:
a. To charge the BUYER a late payment charge at the rate of three percent (3%)
per month of the total amount due and payable, computed from the due date of
each installments; and/or
b. To cancel and rescind this Contract after thirty (30) days from its service to the
BUYER of a notarized Notice of Cancellation or Rescission. Any and all sums
of money paid under this Contract, together with all the rights and interests to
all the improvements made on the premises shall be considered as liquidated
damages, and forfeited in favor of the SELLER subject to the provisions of
Republic Act No. 6552 otherwise known as the Reality Installments BUYER
Protection Act or the Maceda Laws. Furthermore, the BUYER shall also be
liable to pay the total amount of Interest advances and late payment charges due
and unpaid to the SELLER, as well as unpaid taxes, assessments, and fees due

to the condominium Corporation, and real estate brokers fees/commissions, all

of which may be deducted by the SELLER from the balance of the balance of
the installments paid by the BUYER.
12.2. It is hereby understood that the sending of the notarized Notice of
Cancellation or Rescission referred to in Section 13.1 (b) thereof by registered
mail to the BUYERs or to his/her Attorney-In-Facts (if any), given address
shall be deemed sufficient service of said notice to the BUYER, irrespective of
whether or not it was personally or actually received by the BUYER.
12.3. In case of cancellation or rescission of this contract for non-payment in
accordance with Section 13.1 hereof, the SELLER is hereby authorized and
empowered to take immediate possession of the Subject Property, together with
the improvements thereon, and should the BUYER be in possession thereof he
shall become a mere intruder or unlawful detainer of the same, without any
further right, title, interest or claim of any kind or character to said property and
its improvements, it is, likewise, agreed that, in the event the cancellation or
rescission contemplated in this Section occurs, the SELLER shall be at liberty
to dispose and sell the aforesaid property together with all the improvements
thereon to any other person in the same manner as if this Contract have never
been executed nor entered into. Further, the SELLER shall be authorized to
lock and/or break-open the Subject Property for the purpose of securing
physical possession thereof and exclude the BUYER, his/her family members
or any of his/her agents and representatives, therefrom without incurring any
administrative, civil or criminal liability. The SELLER shall also have the right
to certain all the properties found in the Subject Property, as security in the
form of a lien, for the payment of the BUYERs outstanding obligations under
this Contract after the cancellation or rescission thereof, and for this purpose,
the SELLER shall be authorized, as the attorney-in-fact of the BUYER, to sell
at the public or private sale, all the Properties found in the Subject Property the
proceeds of which to be applied obligations of the BUYER under this Contract.
12.4. Should this Contract be cancelled or rescinded in accordance with the
pertinent provision/s hereof, the BUYER shall remove at his/her expense all
furniture and appliances placed or introduced by him/her in the Subject
Property, otherwise, the same shall form part of and be considered attached to
the Property and shall become the property of the SELLER without any
obligation on the part of latter to indemnify the BUYER for the cost or value
thereof. Fixtures or improvements which are permanent in nature and cannot be
removed or separated from the Subject Property without breaking the material
or object thereof are considered part of and attached to said property and shall
accrue to the SELLER without any right of reimbursement to the BUYER.
12.5. The breach of the BUYER of any of the conditions contained herein
shall, likewise, give the SELLER the right to cancel this Contract or the Deed

of Absolute Sale, if already executed, b serving a Notice of Cancellation

informing the BUYER of his/her breach and of the SELLERs decision to
cancel this Contract. Service of said Notice of Cancellation to the BUYER shall
be sufficient to effect the cancellation or rescission of this Contract. As a result
of such cancellation, the SELLER shall be entitled to forfeit the total payments
made by the BUYER as liquidated damages. The breach referred to in this
Section shall include, but is not limited to, the following:
12.6 After the cancellation of this Contract, should the BUYER continue to use
the Subject Property despite previous demand to vacate the same, the BUYER shall be
liable to pay the SELLER liquidated damages or rental in the amount to be imposed by
the SELLER, which in no case shall be less than the monthly payment, amortization
and/or installments for the Subject Property as provided in Section 2 thereof.
13. ASSIGNMENT
13.1. The SELLER reserves the right to sell, cede, assig n or transfer in any manner
any and all of its rights and interest under this Contract and/or the Subject Property to any
person or entity. The BUYER hereby gives its express consent to any such sale, cession,
transfer, endorsement or assignment and agrees that the assignee shall assume all the
rights of the SELLER as stipulated in this Contract. For this purpose, the BUYER agrees
to settle all his obligations under this Contract directly with the assignee. In the event that
the assignee is a bank or financial institution under the supervision of the Bangko Central
ng Pilipinas, the BUYER understands and agrees that all laws governing the Assignee
shall be applicable to the BUYER, including but not limited to Bangko Central ng
Pilipinas Circular No.143, Series of 1997 (as the same may be amended from time to
time)
In the event that the SELLER exercises its rights under this Section, the BUYER
understands and agrees that the assignee has the option to convert this Contract into a
direct mortgage loan agreement with the BUYER, and all obligations of the BUYER
hereunder to the SELLER shall be paid for by the assignee. In such a case, the BUYER
agrees to execute such mortgages and guarantees as may be required by the assignee to
secure payments for the amounts advanced and/or paid to the SELLER by the assignee,
bear all costs due to the conversation of this Contract into a mortgages loan agreement,
and continue to pay its obligations to the SELLER under this Contract during the period
of time that this Contract is in the process of being converted into a mortgage loan
agreement.
13.2. The BUYER shall not sell or assign any of its rights, interests and obligations
under this Contract to any person or entity without the prior written consent of the
SELLER. Any sale, assignment or transaction entered into by the BUYER in violation of
this conditions may, at the option of the SELLER, be considered null and avoid, without
prejudice to the right of the SELLER to consider the BUYER in default under this
Cotract.
14. DEED OF RESTRICTIONS

14.1. The BUYER undertakes to execute the Deed of Restrictions of the project,
which is hereby incorporated and make an integral part hereof by reference. Said Deed of
Restriction shall be enforceable by the SELLER and/or the Homeowners Association
defined in Section 16 of this Contract, or its assigns and/or successors. Subsequent
transfer of the Subject Property to the shall be subject to the provisions contained in the
Deed of Restriction.
14.2. The BUYER agrees that the Deed of Restrictions may be amended by the
SELLER from time to time and such amendments shall be considered incorporated in this
Contract. Further, the BUYER agrees that the Deed of Restrictions and any amendment
thereto shall be annotated on the title of the Subject Property and that the same will
constitute a lien on the Subject Property second only to that of the liens of the
government for taxes and voluntary mortgages for reasonable consideration entered into
in good faith.
14.3. In addition to other remedies provided in the Deed of Restrictions, any violation
of the BUYER of the provisions in the Deed of Restrictions shall make the BUYER liable
for damages to the SELLER. In addition, the SELLER shall have right to cancel this
Contract and forfeit all payments made. In the event to the Subject Property has been
transferred to the BUYER, the SELLER shall have the right to buy back said property by
returning the payments without interest and without need of any judicial declaration.
14. HOMEOWNERS ASSOCIATION
15.1. Should a homeowners association (hereinafter referred to as the Association)
for the Subdivision be subsequently formed and organized, the Association shall be
responsible for the administration and maintenance of the facilities situated in the
Subdivision.
15.2. The BUYER, by signing and executing this Contract, hereby agrees to join and
shall automatically be deemed a member of the Association.
15.3.The BUYER agrees to abide by such rules and regulations which may be issued
by the SELLER or the Association in connection with the use and enjoyment of the
facilities in the Subdivision.
15.4. The BUYER agrees to be assessed and binds himself/herself to pay the
association dues and other fees for the purpose provided in the rules and regulations
which may be issued by the SELLER or the Association. In the event that the BUYER
fails to pay association dues and other fees assessed by the Association, the SELLER
may, at its option retain the TCT covering the Subject Property if the same has not yet
been transferred to the BUYER.
15.5. The non-payment of the BUYER of his/her obligations to the Association shall
be considered a valid ground to enforce the appropriate penalties or remedies provided in
the Deed of Restrictions, as well as those provided in the rules and regulations issued by

the SELLER or the Association.

16. RIGHT OF ENTRY
The BUYER hereby agrees that any authorized representatives of the SELLER shall
have right to enter the Subject Property at any time during reasonable hours of the day,
after due notice, for the purpose of inspection, measurement, relocation survey, laying of
monuments, maintenance/repair/installation of necessary lines for water, electric power,
telephone and other public services, and to undertake works of whatever nature for the
general interest of the Subdivisions and enforcement of the rules. Any inconvenience or
disturbance, thus, caused or created shall not be a ground for the cancellation of this
Contract or an action for damages.
17. PERPETUAL EASEMENT
The Subject Property is subject to a perpetual easement for the purpose of inspection,
measurements,
relocation
survey,
laying
of
monuments,
and
maintenance/repair/installation of necessary lines for water, electric power, telephone, as
well as other public services or necessary improvements in the Project. The BUYER
hereby agrees that the SELLER or its representatives or the representative of the
Association or public utility entities shall have the right to enter the Subject Property at
any time for the foregoing purposes for which the easement is created and any
inconvenience or disturbance thus not be a cause for the rescission of the Contract or a
cause of action for damages.
18. COMPLIANCE WITH GOVERNMENT REGULATIONS
In addition to compliance with the Deed of Restriction and/or SELLERs rules and
regulations, all structures and other improvements which may be constructed at any time
in the Subject Property must be compliant with existing laws, rules and regulations,
and/or approved by the respective government authorities concerned. The SELLER shall
have the unqualified right to demand and effect the demolition of any structure or
improvement constructed in violation hereof at the expenses of the BUYER.
19. EXPROPRIATION PROCEEDINGS
If at any time before the full payment of the Total Contract Price, the government or
any of its political subdivisions, instrumentalities or any public service company shall
expropriate the Subject Property, the SELLER shall full and absolute right to deal,
negotiate or resist the expropriating authorities or enter into a compromise with the latter
and the BUYER shall only have the right to receive a portion of the compensation which
the amount of the Total Contract Price bears to the total price and/or to a pro-rated
reduction of the Total Contract Price for the unexpired period.
20. IMPROVEMENTS REQUIRED BY GOVERNMENT
The BUYER shall bear the cost of any filling or improvements on the land which may

be required by the government or other competent authority.

21. PLAN AMENDMENTS AND EXPANSION
21.1. Whenever the government or any of its instrumentalities empowered by law
shall cause or authorized an amendment of the plans of the project and/or the Subject
Property, appropriate adjustment shall accordingly be made to conform to the amended
plan. In such an event, there shall be no change in the rights and obligations of the parties
under the Contract except only that caused by the adjustments in the area and
proportionate increase in the Total Contract Price computed at the same price per unit
square meter.
21.2. The SELLER reserves the right to expand the Project, and as such, utilize any
roadway, utilities and facilities in the course of its expansion. At the option of the
SELLER, the expanded property may or may not be considered as included in the same
Association or entity handling the original project and may be sold, developed or
alienated separately from said original project.
22. LOSS OF CONTRACT
In case of loss of BUYERs copy of this Contract, the BUYER must immediately
notify the SELLER in writing. The SELLER shall not in any way be liable for damages
arising out of the usage of such lost Contract.
23. MORTGAGES
The BUYER agrees that the Subject Property may be mortgaged or encumbered by
the SELLER in the meantime to third parties; provided, that after the BUYER shall have
fully paid the Total Contract Price and all other obligations stated herein, the SELLER
shall cause the release and discharge of the mortgage so that the title to the Subject
Property may be delivered to the BUYER free form said liens and encumbrances.
24. SEPARABILITY CLAUSE
Should any of provisions of this Contract be declared void, invalid, ineffective, illegal
or unenforceable by the court, the validity of the remaining provisions shall not be
affected and shall be given full force and effect and shall continue to be binding upon the
parties herein.
25. ENTIRE CONTRACT
This Contract constitutes and embodies the entire and complete agreement the parties.
No other terms and conditions, verbal or otherwise not herein expressly agreed upon shall
effect, change, modify or extend this Contract or be added to or in any manner alter the
provisions hereof, unless such change, modification, extension, addition or alteration be
in writing duly signed by both parties. The SELLER may annotate this Contract on the

TCT covering the Subject Property, and the BUYER hereby appoints and authorizes the
SELLER as his/her AGENT COUPLED WITH INTEREST to cause the cancellation of
the annotation of this Contract on the afore-stated TCT, in case the SELLER cancels or
rescinds the Contract due to the BUYERs default or violations of this Contract.
26. EFFECTIVELY
This Contract shall be effective immediately upon its signing by the parties.
27. MISCELLANEOUS PROVISIONS
27.1. The BUYER hereby declares and manifests that this entire agreement has been
translated in a language or dialect known to him/her and has been understood by him/her
correctly.
27.2. This Contract is binding upon the heirs, executor, administrator, assigns and all
successor-in-interest of the parties.
27.3.This Contract shall not be considered as changed, modified , altered, or in any
way amended by an act of tolerance by the SELLER, unless such changes, modifications,
alterations, or amendment are in writing and signed by both parties.
27.4. The remedies granted to the SELLER under this Contract are cumulative and
non-exclusive as it may seek other remedies allowed under existing laws, rules or
regulations.
27.5. All provisions of the Reservations Agreement previously signed by the BUYER
not otherwise inconsistent herein deemed incorporated in this Contract. No verbal
representation by the agent handling the sale or any verbal agreement for that matter shall
it affects, change or vary this contract.
27.6. If there are two (2) or more buyers under this contract, the term BUYER shall
collectively refer to both or all them and the obligations of the BUYER as specified
herein are deemed by them in a solidary manner.
27.7. The BUYER acknowledges that the SELLER is not liable to the BUYER for any
representations not expressly stated or reiterated in this Contract.
27.8. The BUYER, likewise, acknowledges that any furniture, equipment or
accessories in the plans, brochures and model units shown to him/her are for illustration
or exhibition purposes only and are not included in the sale of the Subject Property or
part of the subject matter of this Contract. Only furniture, equipment or accessories
expressly stated in this Contract or enumerated on the list annexed to and made part of
this Contract shall be considered part of the sale of the Subject Property.
27.9. The BUYER also acknowledges that in buying the Subject Property, he/she has

full knowledges of development or construction work/s and/or improvements actually

being undertaken or which in the future may be undertaken by the SELLER in the
vicinity of the Subject Property and/or the Project , and that the BUYER, his/her heirs,
successors and assigns hereby holds the SELLER, its successors and assigns, harmless
and free from any claim or action of whatever nature and kind which arises out of or is
due to any and all inconvenience disturbance and/or nuisance which may unavoidably be
caused to him/her by the said development works.
27.10. In the event of extraordinary inflation, deflation, depreciation or the
devaluation of the currency stipulated herein should supervene during the effectivity of
this Contract, the basis of payment of the succeeding installments or the outstanding
balance of the Total Contract Price shall be the value of the currency at time of the
execution of this Contract in accordance with Article 1250 of the new Civil Code.
27.11. The BUYER agrees to execute and deliver all such further instruments and to
do and perform all such further acts necessary to carry out the provisions of this Contract
and furnish the SELLER the necessary documents that will implement or facilitate the
execution of the Deed of Absolute Sale. In case the SELLER agrees to undertake the
registration of the sale with Registry of Deeds, the BUYER further agrees to submit all
the documents necessary or required to facilities the registration of the same.
27.12. It is agreed upon that in case of death of the BUYER, the BUYERs heir/s shall
have the right and obligation to continue paying the agreed Total Contract Price. Upon
full payment of the Total Contract Price, the SELLER shall issue the Deed of Absolute
Sale only upon submission of the documents required by the registry of Deeds in order to
register the sale or issue a new title, such as but not limited to the following: 1) Document
establishing who the BUYERs heirs are which has been duly registered with the Register
of Deeds where the property is located (Judicial or Extrajudicial partition); 2) Bureau of
Internal Revenue Clearance; 3) Affidavit of Publication; 4) Certified True Copy of the
BUYERs Death Certificate.
27.13. Any notice or communications required or permitted hereunder shall be
sufficiently so served and/or given if sent by fax or electronic mail (e-mail), followed by
written acknowledgement of receipt and if so addressed to:
27.14. The BUYER shall notify the SELLER in writing of any change in his/her or
his/her Attoneys-in-Facts (if any) mailing address within five (5) days from such change.
Should the BUYER or his/her Attorneys-in-Fact fail to do so, his/her/their address/es
stated in section 28.13 hereof shall remain his/her/their address/es for all intents and
purposes, including but not limited to, the transmissions or service of all notices, court
summons or communications relating to this Contract and/or required by law, and, any
such correspondence sent by the SELLER to said address/es by registered mail shall be
considered received by the BUYER, regardless of whether it is actually receive by the
BUYER or by his/her Attoney-In-Fact.
27.15. Any act of tolerance or condonation by the SELLER of any violation, breach,

default of payment under this Contract shall not constitute a waiver of any right of the
SELLER under this Contract.
27.16. In the event of any breach of the terms and conditions of this Contract by the
BUYER, and the SELLER is compelled to seek judicial relief therefore, the BUYER
binds himself/herself to pay the SELLER by way of attorneys fees a sum equivalent to
twenty-five percent (25%) of the total amount claimed but in no case less than Ten
Thousand Pesos (10,000.00), aside from the damages, costs of the litigation and other
expenses to which the SELLER is entitled under the law.
27.17. The exclusive and sole venue of any court action which may arise from this
Contract shall be the proper Courts in Makati, metro manila.