CONTRACT TO SELL
KNOW ALL MEN BY THESE PRESENTS:
This CONTRACT TO SELL (the “Contract”) is made and executed
this ____ day of __________ 20___, in __________, Philippines, by and
between:
____________________, (a corporation duly organized and existing
under Philippine laws / a GOCC / natural person of legal age,
etc.), with principal office/ address at __________________,
represented herein by __________________, duly authorized under
__________________(Annex A), hereinafter referred to as the
“SELLER”;
—AND—
____________________ (___), a corporation duly organized and
existing under the laws of the Republic of the Philippines by
virtue of (its Charter/Enabling Law), with principal office at
__________________, represented herein by its __________________,
duly authorized under Board Resolution No. ____ dated __________
(Annex B), hereinafter referred to as the “BUYER”.
WITNESSETH: That –
WHEREAS clauses:
1. Ownership of the subject property (include specifics if
property is land/vehicles/machines);
2. Authority to dispose of its properties if applicable);
3. Purpose/ circumstances leading to the sale;
4. Board Resolution approving the sale of the property, and
authority of the authorized representative;
5. Other relevant circumstances
WHEREAS, the BUYER has offered to buy, and the SELLER has
agreed to sell, convey, transfer and deliver to the BUYER, all
rights, title, and interests in and to the described property under
the terms and conditions hereinafter set forth;
1. Subject Property. The SELLER agrees to sell and the BUYER
agrees to purchase the property described as follows:
_______________________________________________________________
2. Purchase Price and terms of payment.
2.1. The total price for the sale shall be
_________________PESOS (PhP __________) PHILIPPINE
CURRENCY.
2.2. 1st Payment in the amount of ________________PESOS (PhP
_______________) shall be in (cash/deposit) on (DATE) and
the remaining balance of
___________________________PESOS (PhP __________) shall
be payable in (monthly/quarterly) installments starting
(DATE) at ___________________________PESOS (PhP
__________) to be paid on the _____ day of each
succeeding month/quarter to this designated bank
account:
3. Retention of ownership and possession. The SELLER
retains ownership of the property until the full purchase price
is paid and all conditions fulfilled.
4. Default, Forfeiture and Cancellation.
4.1. Failure of the BUYER to comply with any payment or
obligation herein shall entitle the SELLER to cancel this
Contract, after written notice, and forfeit prior payments
as liquidated damages.
4.2. Cancellation of the BUYER shall entitle the SELLER to
withhold ____% of the total selling price as damages and
lost opportunity to sell the property to other interested
persons as well as such other amounts as to cover
expenses incurred during the processing of the
cancellation of sale;
5. Incidental Obligations.
5.1. Upon execution of this Contract, all incidental obligations
including but not limited to the payment of taxes, fees
and necessary expenses, shall be borne by the SELLER.
5.2. Any and all expenses incidental to the conveyance and
registration in the name of the BUYER upon release of
the property shall be the sole and exclusive account of
the BUYER.
5.3. Upon BUYER’s full payment of the selling price, the
SELLER shall execute the corresponding Deed of Absolute
Sale in favor of the BUYER.
6. Taxes and Fees. Upon the execution of the DOAS, the
SELLER shall bear the Capital Gains Tax and any other taxes
imposed upon the sale of the property, while the BUYER shall
shoulder the Documentary Stamp Tax, transfer tax,
registration fees, and other incidental costs necessary for the
transfer of title/ownership.
7. Warranties of the Seller. The SELLER warrants that it is the
absolute owner of the property, free from any liens,
encumbrances, claims, or adverse interests, and that it has the
full right and authority to sell and transfer the same. The
SELLER further warrants to defend the title of the BUYER
against any and all claims of third parties.
8. Binding Effect. This Contract shall be binding and obligatory
upon the heirs, successors, administrators, and assigns of the
respective parties.
9. Dispute Resolution. Any dispute arising from this Deed shall
be resolved through amicable settlement; otherwise, it shall be
submitted to the proper courts of ____________ City, to the
exclusion of all other venues
10. Governing Law. This Deed shall be governed by and
construed in accordance with the laws of the Republic of the
Philippines.
IN WITNESS WHEREOF, the parties hereto have hereunto
affixed their signatures on the date and at the place first above
written.
SELLER:
__________________________
Name
Position
Authorized Representative
BUYER:
__________________________
Name
Position
Authorized Representative
SIGNED IN THE PRESENCE OF:
__________________________ __________________________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
CITY/PROVINCE OF ____________ ) S.S.
BEFORE ME, a Notary Public for and in __________, this ___ day of
__________, 20___, personally appeared:
Name ID/Passport No. Date/Place Issued
known to me and to me known to be the same persons who
executed the foregoing Contract to Sell, and they acknowledged
to me that the same is their free and voluntary act and deed.
This instrument refers to a Contract to Sell consisting of ___
pages, including this page where the Acknowledgment is written,
duly signed by the parties and their instrumental witnesses.
WITNESS MY HAND AND SEAL on the date and place first above
written.
__________________________
Notary Public
Doc. No. ____;
Page No. ____;
Book No. ____;
Series of 20__.