Contract To Sell Sample
Contract To Sell Sample
Contract To Sell Sample
2019-025
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CONTRACT TO SELL
This CONTRACT TO SELL is made, executed and entered into this _________ day of _______ at
________, Philippines, by and between:
-and-
WITNESSETH:
WHEREAS, the DEVELOPER is the owner and developer of BAYPORT WEST NAIA GARDEN
RESIDENCES BUILDING 2 (hereinafter called the "PROJECT"), situated along 412 NAIA Road, Brgy.
Tambo, Parañaque City, in accordance with Condominium Act and the Master Deed with Declaration of
Restrictions (the Master Deed) of the Project, to be offered for sale to the public, subject to the terms and
conditions, covenants, limitations, restrictions and obligations set forth in the Master Deed;
WHEREAS, the BUYER has read, understood and accepted the (a) Master Deed, inclusive of the
terms and conditions pertaining to the use, possession, ownership, disposition and enjoyment of the
Units and common areas in the Condominium Project and (b) the plans and specifications of the Project;
WHEREAS, the BUYER desires to purchase a Unit in the Project, inclusive of any and all
appurtenant interests, thereto;
NOW THEREFORE, for and in consideration of the premises and of the terms and conditions
hereinafter set forth, the parties hereby agree as follows:
1.1 For and in consideration of the sums of money to be paid in the manner herein below specified,
and the undertaking of the BUYER to fully perform and comply with all his obligations, covenants,
conditions and restrictions as herein specified and as enumerated in the MASTER DEED, a copy of which
has been made available to the BUYER and made an integral part hereof, and which will be subsequently
annotated as liens and easements on the corresponding title to be issued to the BUYER upon compliance
with all his obligations as specified hereunder, the DEVELOPER hereby agrees and contracts to sell to the
BUYER, and the latter hereby agree/s and contract/s to buy from the former, that Unit more particularly
described as follow:
TOWER : 2
UNIT :
LEVEL FLOOR :
APPROXIMATE UNIT AREA : sqm
1.2 The Unit herein purchased shall be exclusively for residential purposes only and cannot be
converted for any other purpose without the express written consent of the DEVELOPER and without
amending the MASTER DEED of the PROJECT;
1.3 The BUYER understands that the Unit being sold is unfurnished. The appliances, fixtures and
equipment as shown on the plans and promotional/marketing brochures are model units do not form
part of the Unit and are purely for illustration purposes and are not included in this Contract. The
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DEVELOPER shall not be, in any manner, held liable for any finishes, specification other than those
written and indicated in the above-mentioned plans and specification digests for the PROJECT.
The BUYER agrees that in the event that the BUYER purchased from the DEVELOPER one or
more units in the Project, adjacent to and simultaneous with and/or subsequent to the purchase of the
Unit subject of this Contract, any VAT payable thereon under the relevant rules and regulations issued by
the Bureau of Internal Revenue (“BIR”) shall be for the BUYER’s sole account.
2.3.1 In case payment of balance of the Purchase Price is made via checks, the BUYER
shall, at the time of the execution of this Contract issue post-dated checks in favor of “TAMBO
REALTY CORPORATION” equivalent to and to coincide with the payment schedule attached
hereto as Annex “A”. The receipt of a check in payment shall not produce the effect of payment
until the amount thereof is actually en-cashed or credited by the collecting bank in favor of the
DEVELOPER.
2.3.2 In case payments were made via foreign currency checks, the closing rate at the
Philippine Dealing System, at the time the said checks clear, shall be used in determining the
actual amount of payment credited.
2.3.3 In case payments were made via foreign currency wire transfer, the closing rate at
the Philippine Dealing System on the date the amount transferred is actually credited to the
account of the DEVELOPER, shall be used in determining the actual amount of payment to be
credited.
2.4 In addition, the BUYER shall also pay all the requisites expenses, fees and charges specified in
Section 5.
2.5 The BUYER understands and agrees that, notwithstanding the payment schedule in Annex “a” of
Section 2.3, all monthly amortizations and the final balance, including the expenses, fees and charges
specified in Section 5 hereof, shall become due and demandable, as soon as the Unit is ready for delivery,
as provided in Section 6.1 hereof.
2.6 The rate of interest and/or charges herein stipulated, during the term of this CONTRACT, may
be increased, decreased or, otherwise, changed, from time to time, within the rate of interest and charges
allowed under present or future law(s) and/or government regulation(s), as the DEVELOPER may
prescribe for its BUYER. In the case of such increase, decrease or change in interest rate as above
mentioned, the DEVELOPER shall deliver to the BUYER a written notice thirty (30) days prior to the
effectivity of the new interest rate. In the event of any supervening or appreciable change in the value or
purchasing power of the Philippine Currency, during the efficacy of this Contract, due to any reason
whatsoever, the amount of succeeding installment or outstanding balance of the purchase price shall be
adjusted to the value of the Philippine Pesos at the time of the execution of this Contract in relation to the
Consumer Price Index (CPI) for housing and construction in accordance with this paragraph. With or
without any official declaration, an appreciable or supervening change in the value of the purchasing
power of the Philippine Peso shall be deemed/considered to exist, for purposes of this provision, if there
is an increase by at least Fifteen Percent (15%) in the Consumer Price Index (CPI) as set forth in the
figures released by the National Statistics Office or the Bangko Sentral ng Pilipinas or by any office or
agency of the government, provided that said increase in the CPI by at least 15% shall refer to the average
increase on a per annum or yearly basis. In such an occurrence, a proportionate adjustment in/of the
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purchase price and/or the unpaid balance or installments under this Contract shall be effected in favor of
the DEVELOPER upon notice to the BUYER. The amount of adjustment shall be the total percentage of
change since the time of Contract signing, effective on the date fixed in the notice. The BUYER has the
option within fifteen (15) calendar days from receipt of the notice of adjustment/change, to accelerate
payments or to pay in full the balance of the purchase price in cash to avoid said adjustment in price. It is
also expressly understood and agreed upon by the parties that should there be a variation due to the law
of supply and demand, of official or unofficial increase or decrease in the cost of money and/or bank
interest rate for loans and/or other financial accommodation, the rate of interest and the monthly
installments provided for in this Contract shall be considered as automatically and proportionately
adjusted to reflect the prevailing cost of money, bank interest rate for loans or other financial
accommodation, said adjustment to coincide with the date of sending of written notice of said changes in
interest rate on the balance remaining and/or changes in the monthly installments.
2.7 No receipt shall be honored by the DEVELOPER as valid evidence of payment unless the same is
an Official Receipt of the DEVELOPER.
3.1 Failure of the BUYER to pay any amount due and owing as hereinabove specified, in case of
payments in cash or dishonor by the payee bank of any check payment, shall be deemed an event of
default and shall entitle the DEVELOPER to collect a penalty equivalent to six percent (6%) per month or
fraction thereof of the total amount due and payable, computed from the due date of each installment;
and/or to cancel and rescind this Contract by written notice of the DEVELOPER to the BUYER, without
need of legal or court action and without prejudice to the right of the DEVELOPER to exercise other
remedies available under this Contract.
3.2 If the Contract is cancelled, the rights and obligations of the parties shall be governed by the
relevant laws, rules and regulations including, but not limited to, the provisions of Republic Act No.
6552, or the Realty Installment Buyers Protection Act. The actual cancellation shall take place after thirty
(30) days from the receipt by the BUYER of the notice of cancellation or demand for the recession of this
Contract by notarial act. Notice of cancellation of this Contract, sent to the BUYER to the address
indicated in page 1 hereof, shall be considered as full compliance with the above requirements.
3.3 Upon the effectivity of cancellation or rescission, if the BUYER has already occupied the Unit, the
BUYER shall, without need of a judicial order, immediately vacate the Unit and remove, at his expense,
all furniture and fixture which may have been placed in the Unit; otherwise, the same shall form part of
and be considered attached to the Unit and shall become the property of the DEVELOPER without any
obligation to indemnify the BUYER for the value thereof. Fixture and improvements which are
permanent in nature or which cannot be removed without causing damage to the Unit shall be
considered as part of the Unit and should not be removed therefrom, in the event that these are removed
from the Unit, the BUYER shall become liable to the DEVELOPER for any damage caused to the Unit.
Should the BUYER or any of his/hers successors-in-interest, after the effectivity of such cancellation or
rescission, continue to be in possession of the Unit, such person shall become a mere intruder or an
unlawful detainer, without any right, title, interest or claim of any kind or character to the Unit and the
improvements, and the DEVELOPER is entitled to enter the Unit, remove all fixtures and improvements
which are not permanent in character or which can be removed without causing damage to the Unit and
oust from the Unit all persons found therein whether acting and/ or claiming rights under the BUYER.
Aside from non-payment of the purchase price, any other violation by the BUYER of any terms
and conditions contained in this Contract, the Master Deed, and the Articles of Incorporation and By-laws
of the Condo Corp, and or concealment of any material fact or information which is deemed to be false
and misleading in the Buyer’s Information Sheet or Reservation Agreement, or ain any of the documents
signed, executed or delivered by the BUYER, the DEVELOPER shall have the right without need of legal
or court action to cancel or terminate this Contract upon written notice to the BUYER, and the
DEVELOPER shall hereby be entitled to exercise the rights stipulated in Section 3.
5.1 The DEVELOPER shall only execute the DEED OF ABSOLUTE SALE (“Deed of Absolute Sale”)
in favor of the BUYER upon fulfillment of the following: (1) full payment by the BUYER of the purchase
price and all advances made by the DEVELOPER for the BUYER such as, but not limited to, advances for
telephone, electrical and water connections, insurance premiums and others as provided under Section 13
hereunder; (2) the completion of the construction of the Project as evidenced by the issuance of an
occupancy permit for the project (BY THE DEVELOPER).
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5.2 The rights, title and interest to be conveyed by the DEVELOPER to the BUYER shall be subject to
the provisions of Republic Act No. 4726, as amended, the Master Deed, the Articles of Incorporation and
By-Laws of the Condo Corp., zoning regulations or such other restrictions on the use of the property as
may be imposed by the National and or local government and other authorities having jurisdiction
thereon, and such other restrictions and easements of record, and the BUYER hereby agrees to be bound
thereby.
5.3 The DEVELOPER undertakes to convey to the Condo Corp. the common areas of the Project after
the completion of the construction of the Project and the incorporation of the Condo Corp.
6.1 The documentary stamp tax, local transfer tax, registration fees and other necessary expenses
connected with this Contract, the Deed of Absolute Sale and the issuance of the corresponding title for the
Unit under the name of the BUYER shall be for the account of and paid by the BUYER.
6.2 The BUYER, at his option and upon written notice to the DEVELOPER, may either (i) constitute
the DEVELOPER as his authorized agent to remit directly to the BIR the amount corresponding to the
creditable withholding income tax on sale of real property pursuant to the relevant regulations, in which
case, the BUYER agrees to pay in full all payments stipulated in Section 2 of this contract and the
DEVELOPER undertakes to deduct from the said payments the amount corresponding to the creditable
withholding income tax and remit the said amount directly to the BIR pursuant to and within the period
provided in the aforesaid BIR regulations; or (ii) deduct from all payments stipulated in Section 2 of this
Contract the amount corresponding to the creditable withholding income tax on sale of real property,
remit the said amount directly to the BIR within the period provided for in the relevant BIR regulations
and submit to the DEVELOPER the proof of payment of the said tax within five(5) days from payment
thereof.
6.3 From and after the Delivery Date, as the term is defined in Section 6.1 hereof, any and all real
property taxes accruing on the Unit shall be for the account of the BUYER.
7.1 After full compliance with the terms and condition of this Contract, the DEVELOPER shall send
to the BUYER written notice, to the address indicated on page 1 of this Contract, informing the BUYER of
the availability of the Unit, in which case the delivery date shall be the date indicated in the notice. For
purposes hereof, the Unit shall be deed to be ready. For delivery as soon as the certificate of occupancy
for the Project is issued by the DEVELOPER.
7.2 From and after the Delivery Date, notwithstanding that the title covering the Unit has not been
transferred to the name of the BUYER or that the BUYER has not yet taken possession of the Unit, the
BUYER, in lieu of the DEVELOPER shall observe all the conditions and restrictions, and shall become
liable for all risks subsequent loss or damage to the Unit, charges and fees for utilities and services, taxes
and other obligations and assessments pertaining to the Unit, as indicated in the Master Deed, Articles of
Incorporation and By-Laws of the Condo Corp.
8.1 Pursuant to the timetable of the DEVELOPER, the DEVELOPER projects (without warranty or
covenant) the completion of the Project within the period stated in the License to Sell issued by the House
and Land Use Regulatory Board (“HLURB”) or such other relevant government agency unless prevented
by “force majeure”. “Force majeure” is defined as an act, event or cause, which is unexpected or
unforeseen, must be impossible to avoid or which is beyond the control of the DEVELOPER, and
includes, but is not limited to, any act of God, fore, flood, storm, earthquake, act of war (whether declared
or undeclared), act or omission of any court or government agency, act of public enemies of the Republic
of the Philippines, sabotage, rebellion, revolution, civil commotion, strike, lockout, boycott or other
industrial disturbance or labor dispute, shortage or unavailability of equipment, materials, labor or
restriction or limitation upon the use thereof, any change in the political, financial or economic condition
in the Philippines which in the reasonable opinion of the DEVELOPER will materially and adversely
affect or delay the development of the Project, or any other reason, condition, event or cause which is
unforeseen or beyond the reasonable control of the DEVELOPER other than due to the willful act or gross
negligence of the DEVELOPER.
8.2 In the event that the DEVELOPER shall be delayed with the construction or completion of the
Project due to any of the foregoing reasons, the DEVELOPER shall, upon prior approval of the HLURB be
entitled to such additional period(s) of the time sufficient to enable them to complete the construction of
the same. Should any condition or cause beyond the control of the DEVELOPER arise which, in the
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reasonable determination of the DEVELOPER, renders the completion of the Project no longer possible,
then the DEVELOPER shall be relieved of any obligation arising out of this Contract except to reimburse
to the BUYER, without interest, whatever the DEVELOPER may have received from the BUYER under
and by virtue of this Contract. In the event, all construction on or of the Project shall remain the property
of the DEVELOPER.
8.3 The BUYER expressly agrees and accepts that in the event of the failure of the DEVELOPER to
complete the Project within the aforesaid period due to the fault or negligence of the DEVELOPER, the
DEVELOPER shall have no liability whatsoever to the BUYER for such non-completion except to be
reimbursed the total amount paid as provided in Section 23 of Presidential Decree No. 957, otherwise
known as the “Subdivision and Condominium Buyers’ Protective Decree”
The BUYER agrees that the DEVELOPER shall have the right, at any time before Delivery Date,
to make any alteration, repair, addition or omission, as it may deem necessary, on the Project or the Unit,
and said alteration, repair, addition or omission shall in no way affect or render this Contract void. The
BUYER hereby agrees that the representatives of the DEVELOPER, or any public service or utility
company shall have the right to enter the Unit any time for the purpose of inspection, measurement,
relocation, limitation, connection of water, gas, electric power or telephone. Any inconvenience or
disturbance caused shall not be a cause for rescission of this Contract or an action for damages.
It is understood that the obligations of the BUYER under this Contract (whether or not involving
money, remedies or penalties against the BUYER) shall not limit or exclude any obligation of or remedies
or penalties against the BUYER under the Master Deed, the Articles of Incorporation and By-laws of the
Condo Corp. and existing laws.
11. 1 The DEVELOPER shall have the right to sell, assign or transfer in any manner any and all of its
rights and interest under this Contract, provided that a written notice is given to the BUYER at the
address indicated on page 1 of this Contract and that the purchaser, assignee or transferee shall be bound
by the terms and conditions of this Conditions with respect to the rights of the BUYER.
11.2 The BUYER may not assign, dispose, convey, transfer, lease, mortgage or otherwise encumber
any right or interest in the UNIT, without the prior written consent and conformity of the DEVELOPER.
However, this CONTRACT shall be valid and binding upon the heirs, executors, successors, and
assignees of both the contracting parties herein.
The BUYER hereby agrees to be bound by the all the terms and condition of the Master Deed and
Articles of Incorporation and By-laws of the Condo Corp., including amendments thereto, including the
rules and regulations that such Condo Corp. may issue from time to time, copies of which shall be duly
furnished by the DEVELOPER/ Condo Corp. to the BUYER. The BUYER further confirms that his
obligations under Section 4.2, 6,2 and 13 of this Contract shall survive the full payment of the Purchase
Price and the execution of the Deed of Absolute Sale.
The BUYER agrees that the DEVELOPER shall have the exclusive right to amend, revise or
supplement the Master Deed as it may deem necessary, as long as the individual titles to the Units have
not been issued by the Register of Deeds and the Condo Corp. is not yet organized.
14.1 The BUYER hereby agrees to authorize the DEVELOPER to procure such insurance on the Project
and related facilities and to appoint a property manager and the BUYER expressly agrees that the
premiums paid by the DEVELOPER on such insurance and the feed paid to such property manager after
Delivery Date shall be assessed against the BUYER in accordance with the Master the Deed, Articles of
Incorporation and By-laws of the Condo Corp.
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14.2 The DEVELOPER is expressly authorized to advance the amounts necessary for telephone,
electrical and water connections for the Unit, and the BUYER agrees to reimburse the DEVELOPER for
such advances, as well as the BUYER’s pro rata share in other assessments and charges which may be
advanced by the DEVELOPER.
15.1 The BUYER hereby represents that the entire CONTRACT has been understood and accepted by
him/her/it or his/her/its authorized representative/s. Amendment/s to any of the terms hereof shall
not be effective unless expressed in writing and duly consented by the DEVELOPER.
15.2 This CONTRACT shall be valid and binding upon the heirs, executors and assigns of both
contracting parties. Invalidation of any of these covenants or any part thereof by court or judgment shall
in no way effect any of the other provisions, which shall remain in full force and effect. It is further
agreed that any court action which may arise from this CONTRACT shall be at the exclusive jurisdiction
of Parañaque City.
15.3 All notices, letters and communications pertaining to this CONTRACT shall be sent to the
BUYER's address as stated in the first page of this Contract. The BUYER undertakes to promptly inform
the DEVELOPER of any change in his/her/its address.
15.4 This Contract shall be automatically RESCINDED, without need of court declaration or order, if
the BUYER/s fail/s or refuse/s to submit to the DEVELOPER all the documentary requirements within
thirty (30) days upon signing of this Contract.
15.5 That the BUYER recognizes the significance of continued and uninterrupted contract with the
DEVELOPER and accepts the fact that it is his duty to notify the DEVELOPER promptly in writing of any
change in his mailing address and/or new contact address to maintain quality service. It is hereby agreed
that the mere sending of DEVELOPER’s letters, notices, reminders, statements, communications,
demands, summons, notices or orders of the Court, or papers of whatever kind or nature to the BUYER/S
at the address indicated on this Contract or any address subsequently submitted in writing by the BUYER
to the DEVELOPER either by personal service or by registered mail, shall constitute proper, valid and
effective service for all legal intents and purposes. The fact that the BUYER did not actually receive such
letter, notice, orders, summons, or communication or the same has been returned unclaimed or that no
person found at said address, or said address is fictitious or cannot be located, or BUYER moved to
another address without notifying the DEVELOPER shall not excuse nor relieve the BUYER from the
effect of such letter, notice, orders, summons or communications.
15.6 In the event that after the parties have agreed on the identity of the property subject of the sale,
and the property is found unavailable for sale due to technical reasons or due to a prior sale commitment
or transaction with another party, the same having been offered by the broker by mistake, the BUYER/S
agrees to hold the DEVELOPER free and harmless from any liability whatsoever and shall have the
option of having the property exchanged with another or cancel the Contract to Sell or Reservation
Agreement subject to the reimbursement of all payments previously made by reason of reservation or
sale without interest.
15.7 Any representation made by the agent/broker or authorized representative of the DEVELOPER
to the BUYER shall not be binding upon the DEVELOPER without a written agreement between the
BUYER/S and the DEVELOPER or the authorized Attorney/s-in-Fact of the DEVELOPER
15.8 That if there are two or more BUYER under this Contract, the obligation mentioned herein are
deemed contracted jointly and severally by the BUYER.
15.9 The failure of the DEVELOPER to exact a strict compliance with any of the terms and conditions
of this Contract shall not be interpreted as a renunciation or waiver by the DEVELOPER of any of its
rights or remedies under this Contract, in case of any default or non-compliance by the BUYER. Any and
all rights or remedies conferred upon or reserved to the DEVELOPER under this Contract shall be
deemed to be cumulative and not alternative nor exclusive of any other right or remedy given hereunder,
or existing at law or in equity, and may be enforced concurrently therewith or from time to time
15.10. In the case the DEVELOPER has to resort to court action to protect its interests, or to redress its
grievance under this contract, the BUYER agrees to pay to the DEVELOPER, as attorney’s fee, a minimum
amount of Twenty Five Thousand (P25,000.00) Pesos if such legal action take place in the city or
municipal court, and a minimum amount of Fifty Thousand (P50,000.00) Pesos if such reach the Regional
Trial Court, aside from all the litigation expenses, court fees, and the interest, compensation and
damages, actual or consequential, the DEVELOPER may be entitled by the law. Nothing in this provision
shall be construed as in any way amending the provision provided in section 9 hereof;
This CONTRACT states the entire agreement between the parties, and the DEVELOPER is not be
bound by any stipulations, representations, agreements or oral promises, not contained in this
CONTRACT or incorporated herein by reference, unless such stipulations, representations, agreements or
promises are made in writing and signed by both parties to this CONTRACT and made an ADDENDUM
hereto;
Should any term, provision, covenant, or condition of this CONTRACT be held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain
in full force and effect and shall in no way be affected, impaired or invalidated;
IN WITNESS WHEREOF, the parties have hereunto set their hands this _________day of
______________________, 2019 at _____________________________.
By: By:
___________________________________________ ______________________________________________
Annex “A”
Schedule of Payments:
***Nothing Follows***
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ACKNOWLEDGMENT
BEFORE ME, a Notary Public for and in the above jurisdiction, personally appeared:
known to me and to me known to be the same persons who executed the foregoing instrument consisting
of nine (9) pages including this page wherein the acknowledgment clause is written and acknowledged
the same to be their own free and voluntary act and deed as well as that of the corporation being
represented.
NOTARY PUBLIC