CONTRACT TO SELL

(MOTOR VEHICLE)

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT TO SELL is hereby made and entered into this __th day of
January , 2019 at Makai City by and between;

TJD ENTERPRISES​, an entity duly established under and by virtue of

Philippine laws with local address at Suite 309, 3rd floor,
Columbian Building 160 West Ave, Quezon City, duly
represented herein by its Vice President - Marketing Mr.
Robert A. Camat, hereinafter referred to as the “​VENDOR​”

-AND-

PVV TRADING CORPORATION​. ​an entity duly established under and by

virtue of Philippine laws with local address at 7B18
VIVTORIA TOWER 1 KAMUNING GMA EDSA, QUEZON
CITY, duly represented herein by its President PACITA V.
VELARDE, hereinafter referred to as the “​VENDEE​”

WITNESSETH​: That

WHEREAS​, the VENDOR is the supplier of HOWO DUMP TRUCKS with

specifications indicated under ANNEX A attached hereto and is made an integral part of
this CONTRACT TO SELL (“​CONTRACT” for brevity) at the purchase price of PESOS
TWO MILLION EIGHT HUNDRED THOUSAND and 0/100 (Php 2,800,000.00) each
exclusive of VAT for Ten (10) wheeler Dump truck ; of PESOS THREE MILLION
THREE HUNDRED THOUSAND and 0/100 (Php 3,350,000.00) each exclusive of VAT
for twelve (12) wheeler Dump truck

NOW THEREFORE, ​in consideration of the foregoing premises and the mutual
covenants herein contained, the PARTIES hereby agree as follows:

1. PURCHASE PRICE AND TERMS OF PAYMENT – the Twenty five units

(25) of Ten (10) wheeler ​HOWO DUMP TRUCK AND TWO HUNDRED
(200) UNITS OF TWELVE (12) WHEELER ​are hereto shall be bought by
the VENDEE for the total consideration of ​PESOS SEVEN HUNDRED
FORTY MILLION and 0/100 (Php 740,000,000.00), and shall be paid as
follows:

a) ONE HUNDRED PERCENT (100) shall be paid upon signing of this

Agreement; and upon verification of availability of the units.

2. OWNERSHIP – ownership of the ​HOWO DUMP TRUCK ​shall remain with

the VENDOR and shall transfer only upon clearing of the last check and/or
full payment of the purchase price;

3. OR/CR – the OR/CR for the ​HOWO DUMP TRUCK ​shall remain in the
possession of the VENDOR until clearing of the last check and/or full
payment has been made by the VENDEE;
 4. DEFECTS& REPAIRS – if there are any defects on the trucks the
VENDEE shall return the same to the VENDOR and if repairs needed to
be made under the warranty of the purchased vehicles, such repairs is
understood by the VENDEE to be undertaken by VENDOR;

5. DEFAULT – in cases that the VENDEE fails to pay any on the scheduled
payment, the VENDEE shall be considered in default without the need of
any written notice;

6. NOTICE – notice to the party may be effected via registered mail, email,
and or text messages to the contract details herein elected by the
PARTIES;

7. OTHER REMEDIES UNDER THE LAW – in cases the VENDEE defaults

in payment of its obligation under this CONTRACT, the VENDOR may
elect any and/or all of its legal recourse hereunder and under existing
laws;

8. ASSIGNMENT - Neither this Agreement nor any interest, rights,

obligations, herein may be assigned by any party without prior written
consent of the other party.

9. FORCE MAJEUR - Neither party shall be responsible for any delay or

non-performance for its contractual obligation, if such delay or
non-performance is caused by an Act of God or any other reason beyond
the control of the affected party (herein referred to as “Force Majeure”),
such as voluntary or involuntary compliance with orders of any
government authority or agency thereof, political disturbances, fire, bad
weather, natural disaster, plant of equipment breakdown, strike or lockout,
or any other cause similar to any of the foregoing reasonably beyond the
control of the party affected thereby;

10. VENUE CLAUSE – the PARTIES hereby agree that the terms and
conditions of this agreement shall be construed in accordance with the
laws of the Republic of the Philippines, and in case of any litigation and/or
dispute arising from or in connection with this ​CONTRACT​, it is agreed
that the venue of the action shall be in the proper Regional or Metropolitan
Trial Court of San Pedro, Laguna or Taguig City, to the exclusion of all
other courts;

11. FULL AGREEMENT – This CONTRACT shall constitute the full and
complete understanding and agreement of the parties hereto and
supersede all prior understandings and agreements. Any waiver,
modification or amendment on any provision of this CONTRACT shall be
effective only if made in writing and signed by the parties; and

12. SEVERABILITY CLAUSE – if any court finds a provision of this contract

void, invalid, or unenforceable, the other provisions not declared to be as
such shall remain in full effect and shall be interpreted as best to effect the
intent of the parties.

IN WITNESS WHEREOF​, the ​PARTIES hereto have signed these presents on

this __th day of __________, 2019 in Makati City..
TJD ENTERPRISES PVV TRADING CORPORATION
VENDOR VENDEE

___________________ ____________________
By: Robert A. Camat By: PACITA V.VELARDE.

SIGNED IN THE PRESENCE OF:

__________________________ ___________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

______________________ ) S.S.

BEFORE ME, a Notary Public for and in the City of Manila, Philippines, this __​th day of
___________ 2019, personally came and appeared:

Name Gov.’t Issued I.D. Issued On/At

1. TJD Enterprises . SSS-034736725-7 7-10-1977

By: Robert A. Camat
2. PVV TRADING CORPORATIOM HDMF Transaction Card 07-18-2012
By: PACITA V. VELARDE ​Pagibig MID No. 1210-4350-8042

known to me and to me known to be the same persons who executed the foregoing Deed of
Absolute Sale consisting of three (3) pages including the notarial page, and they
acknowledged to me that the same are their free and voluntary act and deed.

WITNESS MY HAND AND NOTARIAL SEAL on the date and place first above written.

DOC. NO. ____ ; Notary Public

PAGE NO. ____ ;
BOOK NO. ____ ;
SERIES OF 2019.
 ANNEX A

1. MODEL/DESCRIPTION: Brand New HOWO A7 8 X x 4 DUMP TRUCK

ENGINE : D12.42 (Euro IV)

DISPLACEMENT : 11.596L
MAX POWER : 420 Hp @ 2000 RPM
MAX TORQUE : 1820 N-m @ 1100-1400 RPM
DRIVE SYSTEM : Left-Hand Drive, 8x4
TRANSMISSION : 10 Forward, 2 Reverse (HW19710)
FRONT AXLE : HF9, 9000Kg Rated Load
REAR AXLE : HC16 (Tandem Axle, 16000Kg x 2),
Central Single Reduction
BRAKE SYSTEM : Full Air Brake, Dual Circuit
MAX GRADEABILITY : 29%
WHEEL AND TIRES : 10-Wheeler, 12.00R20
BODY TYPE : 30 CBM Capacity

2. MODEL/DESCRIPTION: Brand New HOWO A7 6 X 4 DUMP TRUCK

ENGINE : D10.42 (Euro IV)

DISPLACEMENT : 11.596L
MAX POWER : 380Hp @ 2000 RPM
MAX TORQUE : 1820 N-m @ 1100-1400 RPM
DRIVE SYSTEM : Left-Hand Drive, 8x4
TRANSMISSION : 10 Forward, 2 Reverse (HW19710)
FRONT AXLE : HF9, 9000Kg Rated Load
REAR AXLE : HC16 (Tandem Axle, 16000Kg x 2),
Central Single Reduction
BRAKE SYSTEM : Full Air Brake, Dual Circuit
MAX GRADEABILITY : 29%
WHEEL AND TIRES : 10-Wheeler, 12.00R20
BODY TYPE : 20 CBM Capacity