CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This contract to sell made and executed on this ____ day of ____________________,
20_____ at ______________, Philippines by and between:

NATARIA PROPERTY DEVELOPMENT CORPORATION, a corporation duly

organized and existing under and by virtue of the laws of the Republic of the Philippines, with
principal office at 6750 Ayala Avenue, Makati represented herein by its President, JOSE ISIDRO
GARCIA, hereinafter referred to as the SELLER.

- and –

______________________________________, of legal age, Filipino citizen, with address at

___________________________________________________________
___________________________________________________________________________,
hereinafter referred to as the BUYER.

WITNESSETH

WHEREAS, the SELLER is the OWNER/DEVELOPER of WINDGREENS PILILLA

located at Manila East Road, Brgy. Halayhayin, Pililla, Rizal;

WHEREAS, the BUYER has agreed to purchase from the SELLER, and the SELLER has
agreed to sell to the BUYER, the unit consisting of a lot and the house built or to be built thereon,
which is more particularly described below (the “UNIT”), for the price and under such terms and
conditions stipulated herein.

NOW, THEREFORE, for and in consideration of the foregoing premises and of the other
covenants herein contained, the SELLER hereby cedes, transfers and conveys, by way of
CONTRACT TO SELL unto the BUYER, his or her heirs, successors or assigns, the “UNIT”
herein described below, subject to the following terms and conditions:

DESCRIPTION OF THE UNIT

UNIT LOCATION: Located at Manila East Road, Brgy. Halayhayin, Pililla, Rizal,
Philippines.

DESCRIPTION: Lot No. _____, Block No _____, as shown in the Lot Plan attached hereto
as “Annex A”, and covered by Transfer Certificate of Title No. __________ of the Registry of
Deeds for Morong, Rizal.

HOUSE : Substantially corresponds with Model _________. Constructed in accordance

with the approved plans and specifications shown to the BUYER and/or his representative, a
copy of which is hereto attached as “Annex B” hereof.

FACILITIES : The Unit is part of the subdivision and housing development project duly
registered with the Housing and Land Use Regulatory Board (HLURB) of the Philippine
Government which accordingly has passed upon the adequacy, per the HLURB requirements
and standards, of the basic infrastructures and facilities in the subdivision, such as: roads, water,
electricity, drainage and sewerage disposal.

II

PRICE AND PAYMENT

2.1 
 The selling price for the unit shall be _________________________________
___________________________________________________ (P_________) (the “Selling
Price” VAT INCLUDED), and shall be payable, as follows: 


(1) The sum of _________________________________________________

(P______________) representing thirty (30%) per cent of the Selling Price, has
heretofore been agreed to be paid by the BUYER to the SELLER. 


(2) The balance of the Selling Price, together with the interest thereon, shall be paid
on _____ successive monthly installments, to be due and payable without
necessity of demand on or before the first day of each month beginning on the
month next succeeding delivery by the SELLER to the BUYER of the Certificate
of House Turnover referred to in Section 4.1 hereof. The interest shall be due on
the balance of the Selling Price for the first amortization year shall be fixed at the
rate of _____ (___%) per cent per annum, and each of the succeeding
amortization year thereafter shall be at such rate which will be determined and
fixed by the SELLER, within thirty (30) days prior to the commencement of each
amortization year, to be then prevailing rate of interest on housing loans. The
monthly installment to be paid by the BUYER to the SELLER for the first
amortization year shall be in the amount of _____________________________
_______________________________ (P______________). Monthly installment for
each succeeding amortization year shall be fixed by the SELLER taking into
accounts the applicable interest rate for such year, and communicated to the
BUYER prior for the commencement of the amortization year. 


2.2 The BUYER shall pay and remit to the SELLER, in addition to the Selling Price, the
settlement/miscellaneous charges set forth in “Annex C” (the Miscellaneous Charges) in
accordance with the schedule set forth herein. 


2.3 The SELLER may increase the Selling Price but only in the event an extraordinary
inflation or devaluation of the Philippine Peso supervenes, a provided for in Sec. 1250 of
the Civil Code of the Philippines, and only to the extent necessitated by an increase in
development and construction costs resulting from such extraordinary inflation or
devaluation. The SELLER shall notify the BUYER of the increase in Selling Price in due
course and fifteen (15) days from the receipt of the relevant notice, to rescind the contract.



III


TRANSFER OF TITLE 


3.1 The SELLER shall execute or cause the execution of a Deed of Absolute Sale in favor of
the BUYER, thereby conveying all its rights, interest and Title to the Unit, as soon as the
following shall have been accomplished:

(1) Payment in full of the Selling Price and the Settlement or Miscellaneous Charges,
as well as of all advances whatsoever which may have been made by the
SELLER for the account of the BUYER; and 


(2) Completion of the construction of the unit, and provided that the BUYER is not
in breach or violation of any provision of this contract. 


3.2 The SELLER may, at the request of the BUYER assist the latter in securing the
registration with the proper Registry of Deeds of the Transfer of Title to the Unit to the
name of the BUYER and the release of the corresponding Transfer Certificate of Title in
the name of the BUYER. 

3.3 The title, rights and interest to be thus conveyed to the BUYER shall be subject to the
provisions of the Deed of Restrictions and condition of sale attached hereto as “Annex D”
hereof (the Deed of Restrictions), the Articles of Incorporation and By Laws of
NATARIA PROPERTY DEVELOPMENT CORPORATION., zoning regulations or
such other restrictions on the use of property as may be imposed by the government and
other authorities having jurisdiction thereon, and such other restrictions and easements
of record, and the BUYER hereby agrees to be bound thereby. 


3.4 The documentary stamps tax, transfer tax, registration fees and other expenses connected
with this contract, the aforementioned Deed of Absolute Sale, and the issuance of the
corresponding Transfer Certificate of Title for the Unit shall be for the account of and for,
paid by, the BUYER. 


IV 


UNIT OCCUPANCY 


4.1 If the BUYER is not otherwise in default under any provision of this Contract, the
possession of the Unit shall be delivered by the SELLER to the BUYER within a
reasonable period of time from the date of the completion of the construction of the
house forming part of the Unit. The SELLER shall deliver to the BUYER at his
abovementioned address or at the site of the Unit, a Certificate of House Turnover and
the keys to the Unit, (such date of delivery of the Certificate of House Turnover, whether
or not it is the actual date of commencement of occupancy of the Unit by the BUYER, is
for the purposes of this Contract, and is hereinafter referred to as, “Delivery Date”). 


4.2 If the BUYER moves in to the Unit without the corresponding Certificate of House
Turnover having been delivered to him, such moving-in shall be deem as unconditional
acceptance of delivery of the Unit by the BUYER, and BUYER shall be deemed to have
moved-in to the Unit as soon as he, or any party authorized by him, has commenced the
occupancy thereof or placed any furniture, appliance or any personal or other belonging
therein. 


4.3 From and after the Delivery Date, whether or not the Title to/or possession of the Unit
has been transferred to the BUYER, the BUYER in the place of the SELLER shall observe
all the conditions and restrictions, and shall be liable for all risks of loss or damage to the
Unit, charges and fees for utilities and services, taxes and other obligations and
assessments appertaining to the Unit pursuant to the Deed of Restrictions, and the
Articles of Incorporation and By-Laws of the Homeowners Association. 


CONSTRUCTION SCHEDULE

5.1 The SELLER undertakes and commits that, unless prevented by force majeure, it shall
complete the construction of the Unit, make the same physically habitable and usable
and ready for occupancy for residential purposes with all necessary and customary
utilities extended to it, in approximately twelve (12) months from the date of the
execution of this Contract. For purposes of determining the SELLER’s due compliance
with its aforementioned obligation, the Unit shall be deemed “complete, physically
habitable and usable and ready for occupancy for residential purposes” when the same
shall have been determined to be such by the building official of the Municipality of
Pililla and an occupancy permit shall have been issued by the said official, regardless of
the BUYER’s acceptance or non- acceptance of the Unit. The term “force majeure” as
used herein includes, but is not limited to, any act of GOD, strikes, lockouts or other
industrial disturbances, serious civil disturbance, unavoidable accidents, blowouts, acts
of public enemy, war blockade, public riot, fire, flood explosion, governmental or
 municipal restraint, court or administrative injunctions or other administrative orders
stopping or interfering with the work progress, shortage or unavailability of equipment,
materials or labor or restriction thereof or limitations upon the use thereof, delays in
transportation, acts of third person(s), and or any other condition, event, cause, or reason
reasonably beyond the control of the SELLER. 


5.2 Should the SELLER be delayed in the construction or completion of the Unit due to any
majeure, the SELLER shall be entitled to such additional period(s) of time sufficient to
enable the SELLER to complete the construction of the same, but in any event subject to
the provisions of Sec. 5.1 hereof. 


5.3 The BUYER expressly agrees and accepts that the failure of the SELLER to complete the
Unit within the said six-month period shall not be a ground for the BUYER to rescind or
cancel this Contract. 


5.4 If the Lot being sold under this contract is not currently improved with a residential
building, the SELLER hereby agrees to complete the construction of the residential
building and is deemed complete when it is physically habitable and usable for the
purpose for which was purchased, ready for occupancy with all the utilities connected.



A. Notwithstanding the foregoing, the SELLER may extend the performance of

completion of such construction beyond the above stated twelve (12) months
building period for reason not within the SELLER’s control, due to acts of GOD,
extraordinary conditions of weather, casualty loss during the construction period
(such as fire or other destruction), unforeseen material shortages, civil unrest, or
labor strikes or disruptions. 


VI 


SELLER’S RIGHT TO MAKE ALTERATIONS, REPAIRS, ADDITIONS OR OMISSIONS

BEFORE DELIVERY 


The SELLER reserves the right, at any time before Delivery Date, to make any

alteration, repair, addition or omission, as it may deem necessary, on the WINDGREENS
PILILLA project or the Unit (provided that the Unit when completed shall substantially conform
with the description set forth in Section I hereof), and said alteration, addition or omission shall
in no way affect or render void this Contract.

VII

MEMBERSHIP IN THE HOMEOWNER’S ASSOCIATION

7.1 The BUYER shall, as of the Delivery Date, automatically become a member of the
WINDGREENS PILILLA HOMEOWNERS ASSOCIATION which shall be tasked with
and responsible for, among others, the maintenance of the common facilities and services
for the WINDGREENS PILILLA residents. He shall pay the homeowners monthly dues
as may be fixed by the Board of Trustees of the association. 


7.2 Homeowners Association dues shall constitute a lien on the Unit superior to all other
liens and encumbrances, save as otherwise provided in this Contract and in any
applicable law. 


VIII 


COMPLIANCE WITH RESTRICTIONS AND COMMUNITY OBLIGATIONS 


 The BUYER shall comply with the restrictions on the property imposed by the

SELLER, as well as the obligations attaching to ownership of a __________ unit and its
communal increments, whether or not specified in the Deed of Restrictions.

IX

BUYER’S DEFAULT

9.1 Should the BUYER fail for any reason to pay any installment(s) due, together with any
interest thereon as provided in this Contract, the rights and obligations of the parties
shall be, as follows:

A. If the BUYER is in default in any installment due in accordance with Sec. II

hereof such default occurs when less than two (2) years of installments have been
paid, the BUYER shall be entitled to a grace period of sixty (60) days to make the
necessary payment without any penalty, 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 installment within the said
grace period, or if he shall have previously availed of such grace period, upon
failure of the BUYER to pay any installment as and when the same falls due, the
SELLER shall have the right, exercisable at its own absolute discretion: [i] to
charge the BUYER a late payment charge at the rate of three (3%) percent per
month, based in the total amount due and payable, computed from the due date
of each installment: and/or [ii] to cancel or rescind this contract, such
cancellation and rescission to take effect thirty (30) days from receipt by the
BUYER of the notice of cancellation or demand for rescission, by a notarial act. In
case of cancellation of this Contract, the total installments paid on the Selling
Price shall be forfeited in favor of the SELLER which shall be considered as
rentals paid for the use and occupation of the aforementioned unit which shall
then be considered as liquidated damages suffered by the failure of the BUYER
to fulfill his or her part of this agreement and the consequent delay suffered by
the SELLER in disposing the said unit. The BUYER hereby renounces his or her
right to demand or reclaim the return of the unit and further obligates himself or
herself to peacefully vacate the premises and shall deliver possession of the unit
to the SELLER without need of further demand.

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, assessments, and association fees due to the Homeowner’s
Association. The SELLER shall have no liability whatsoever to the BUYER in
case of cancellation.

B. If the BUYER fails to pay any installment in accordance with Sec. II hereof and
such default occurs when at least two (2) years of installments have been paid,
the BUYER shall be entitled to a grace period, equivalent to thirty (30) calendar
days for every completed year of installments paid counted from and after the
due date of the unpaid installment, the necessary payment without penalty,
provided however, that the right to avail of such grace period shall be exercised
by the BUYER only once in every five (5) years period of the term of this
Contract. Upon failure of the BUYER to update all the installment due within
such grace period or if the BUYER fails to pay an installment on due thereof
when he has previously availed of the said grace period within the given five (5)
years period of the term of this Contract, the SELLER shall have the right,
exercisable at its own absolute discretion. [i] to charge the BUYER a late payment
charge at the rate of three (3%) percent per month, based on the total amount due
and payable, computed from the due date of each installment; and/or [ii] to
 cancel or rescind this Contract after thirty (30) days from receipt by the BUYER
of the notice of cancellation or demand for rescission, by notarial act. In case of
cancellation of this Contract, fifty (50%) percent of the total installments paid
shall be forfeited in favor of the SELLER which shall be reduced by an additional
five (5%) percent for every additional completed year of installments, but the
amount to be thus forfeited in favor of the SELLER shall not, in any event, be less
than ten (10%) percent of the total installment paid.

Furthermore, the BUYER shall 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 assessment, and association fees due to the Homeowners
Association. All of which may be deducted by the SELLER from the balance of
the amount paid by the BUYER after deducting the forfeited amount mentioned
above. In case of cancellation, the SELLER shall have no liability whatsoever to
the BUYER, except to return the balance of the installment payments computed
in accordance with the foregoing, without interest.

9.2 Notice to the BUYER mailed at his address as provided hereinabove shall be considered
as sufficient compliance with the above requirements for purposes of this Contract.

OTHER BREACH BY BUYER

Except from non-payment of installments due which is governed by the provisions of

Sec. IX 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 Deed of Restrictions, and the
Articles and By-Laws of the WINDGREENS PILILLA HOMEOWNERS ASSOCIATION, then
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, and the SELLER shall be entitled to exercise the
rights stipulated in Sec. IX hereof with respect to the forfeiture of installments paid by the
BUYER. Additionally, the BUYER shall be liable to pay the total amount of interests, advances
and late payment charges then due and unpaid to the SELLER, as well as unpaid taxes,
assessments, and association fees due to the Homeowners Association, all of which may be
deducted by the SELLER from the amount to be returned to the BUYER as aforementioned.

XI

BUYER’S OBLIGATIONS IN CASE OF TERMINATION

11.1 Should this Contract be terminated, cancelled or rescinded in accordance with the penal
provisions hereof, the BUYER shall remove, at his own expense and within a period of
such cancellation or rescission, all furniture’s and fixtures placed or introduced by the
BUYER on the Unit, otherwise the SELLER may, at its own option and subject to the
provisions of the next succeeding paragraph, cause the removal of the same at the
expense of the BUYER. 


11.2 The SELLER is hereby granted possessor lien on all furniture’s and fixtures to be placed
or introduced by the BUYER on the Unit to secure the latter’s obligations to the SELLER
under this Contract. Should this Contract be terminated, cancelled or rescinded in
accordance with the penal provision hereof, and at the time of such termination,
cancellation or rescission there are amounts due and owing from the BUYER to the
SELLER, the SELLER shall have the right to retain possession of said furniture’s and
fixtures until such time as the BUYER shall have paid said amount in full, and if the
BUYER fails or refuses to pay such amount’s within a reasonable period of time, the
SELLER may sell the retained furniture’s and fixtures and apply the proceeds thereof to
the BUYER’s unpaid obligations. 

 XII 


OTHER REMEDIES/RELIEFS OF SELLER 


It is understood that the obligation of the BUYER under this Contract (whether 
or not
involving money, remedies or penalties against such BUYER) shall not limit or exclude any
obligation of, remedies or penalties against, the BUYER under the Deed of Restrictions, the
Articles of Incorporation and By-Laws of the Homeowners Association and existing laws.

XIII

INSURANCE

The SELLER shall have the house forming part of the Unit insured against loss and/or
damage by fire and lightning. The BUYER likewise agrees to be covered by a credit redemption
insurance during the term of this Contract. Premiums said insurance coverage shall be for the
account of the BUYER and shall be paid annually in advance.

XIV

ASSIGNMENTS BY SELLER

The SELLER expressly reserves the right to assign this Contract and all rights or
obligations arising by virtue hereof to any third person without requiring the consent of the
BUYER who shall be notified of the assignment.

XV

SELLER’S CONSENT TO TRANSFERS

The BUYER shall not transfer or assign to any third person any rights or obligations
under this Contract except upon notice to, and with the consent in writing of, the SELLER, it is
being understood that this Contract is being executed on the basis of the personal circumstances
and representations of the BUYER as hereinabove provided. Any sale, assignment or transaction
entered into by the BUYER in violation of this condition may, at the option of the SELLER, be
considered null and void, without prejudices to the right of the SELLER to consider the BUYER
in default under this Contract.

XVI

INCORPORATION BY REFERENCE

The BUYER hereby agrees to be found by all the terms and conditions of the Deed of
Restrictions and the Articles of Incorporation and By-Laws of the WINDGREENS PILILLA
copies of which have been duly furnished by the SELLER to the BUYER. The BUYER further
confirms that his obligations under this Contract shall survive the full payment of the Selling
Price and the execution of the Deed of Absolute Sale referred to in Section III hereof.

XVII

GENERAL PROVISIONS

17.1 The BUYER hereby represents that this entire Contract has been read, understood and
accepted by him or his authorized representative(s). This Contract sets forth the entire
agreement between the parties and supersedes any and all prior understanding and
agreements between them. No representation or warranty relating to the Unit and/or the
WINDGREENS PILILLA project shall be binding upon, or enforceable against the
SELLER unless the same is expressly stated or reiterated in this Contract. 

17.2 All payments by the BUYER there under shall be applied in the following order of
priority: 


A. Costs and expenses chargeable to the BUYER, including but not limited to,
insurance premiums and the miscellaneous charges. 


B. Late payment charges on:

1. Past due interest 


2. Past due principal 


C. Past due interest 


D. Past due principal 


E. Current Interest 


F. Current Principal 


17.3 This Contract shall not be considered as changed, modified, altered or in any manner
amended by acts of tolerance of the SELLER, unless such changes, modifications,
alterations or amendments are made in writing and signed by all parties hereto. 


17.4 Amendments of any of the terms hereof shall not be effective unless expressed in writing
and duly consented to by all the parties. 


17.5 This Contract and the rights and obligations of the parties hereunder shall be governed
by, and construed in accordance with, the laws of the Republic of the 
Philippines. The
parties hereby irrevocably agree that any legal action or proceeding arising out or
relating to this Contract shall be brought exclusively in the proper courts of the National
Capital Region of the Republic of the Philippines. By the execution and delivery of this
Contract, the BUYER hereby irrevocably submits, with regard to any such action or
proceeding, for himself and in respect of his properties, generally and unconditionally
and irrevocably, to the jurisdiction of the aforementioned courts.

17.6 This Contract shall be obligatory and binding upon heirs, successors-in-interest,
administrators and assigns of the parties. 


17.7 The Certificate of House Turnover, and all notices, letters and/or any communications to
the BUYER pertaining to this Contract shall be sent by personal delivery or by postage
prepaid registered mail to the BUYER’s address as indicated hereinabove. The BUYER
undertakes to promptly inform the SELLER of any changes of address. Such Certificate
of House Turnover or any such notice, letter, or communication shall be deemed to have
been duly delivered or given to the BUYER on the date of receipts if delivered
personally, or the date seven (7) days after posting if transmitted by mail. 


17.8 In case the SELLER is compelled to resort to the courts or seek the assistance of legal
counsel to protect itself or seek redress for its grievances, the BUYER shall be liable to the
SELLER for Attorney’s fees equivalent to at least twenty (20%) percent of the amount of
the claim or demand but in no case less than P25,000.00, in addition to the costs and
expenses of litigation, without prejudice to any and all reliefs or remedies to which the
SELLER may be entitled under this Contract, the law and in equity. 

17.9 In case any one or more of the provisions contained herein shall, for any reason, be held
to be invalid, illegal or enforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Contract. In such event, the
parties shall consult as to the manner in which their original intention can be fulfilled as
closely as possible, and they will and this Contract accordingly. 


IN WITNESS WHEREOF, the parties hereto set their hand on these presents on 
the date and at
the place hereinabove indicated.

NATARIA PROPERTY

DEVELOPMENT CORPORATION

______________________ ______________________________

SELLER BUYER

BY: With Marital Consent:

JOSE ISIDRO GARCIA ______________________________

Position: President SPOUSE

Date : _____________________

SIGNED IN THE PRESENCE OF:

__________________________ ___________________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

______________ CITY ) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction personally appeared JOSE
ISIDRO GARCIA with Community Tax Certificate No. _________________, issued at
______________, on ______________, and _________________________________________________,
with Community Tax Certificate No. ______________, issued at ______________, on
_______________, foregoing instrument and acknowledged to me that the same is of their own
and free will and voluntarily act and deed as well as that of the corporation herein represented.

WITNESS MY HAND and notarial seal this ________ day of _______________________,

20_____.

NOTARY PUBLIC

Until December 31, ____

DOC. NO.____________

PAGE NO.____________

BOOK NO. ___________

SERIES OF 20_____.