SPLENDIDO TAAL TOWERS

(A Condominium Project)
Contract No.

____________________

Tower No.

__________________

Contract Ptice

____________________

Unit No.

__________________

Donwpayment

____________________

Unit Area

__________________

Balance

____________________

Parking Unit no. __________________

Discount (if any) ____________________

Price/sq.m.

__________________

CONTRACT TO SELL
KNOW ALL MEN BY THESE PRESENTS:
This Contract, made and entered into this ________ day of
__________________ in ______________________________, Philippines, by and
between:

STA. LUCIA REALTY & DEV., INC.,

a corporation duly
organized and existing under and by virtue of the laws of the
Republic of the Philippines with office address at the Ground
Floor, State Financing Center Bldg., Ortigas Avenue,
Mandaluyong City; , represented herein by

JAKA TAGAYTAY HOLDINGS, CORP.,

a corporation
duly organized and existing under and by virtue of the laws of
the Republic of the Philippines, with office address at Jaka
Center, 2111 Chino Roces Avenue, Makati City, represented
herein by PERSIVERANDO M. LUKBAN, SVP-General Manager ;
collectively referred to as the SELLER;
-and-

hereinafter referred to as the BUYER;

WITNESSETH: That WHEREAS, the SELLER shall form and establish the Splendido Taal
Towers, a condominium project (hereinafter referred to as the PROJECT) on
parcels of land located at Splendido Residential Estates, Municipality of
Laurel, Batangas;
WHEREAS, the SELLER has offered to sell, transfer and convey to the
BUYER the Unit hereinafter described, under the following terms and
conditions hereinafter set forth;
WHEREAS, the BUYER agrees to comply with the terms and conditions
set forth in the Master Deed and Declaration of Restrictions for Splendido Taal
Towers, as formulated by the SELLER;

Contract to Sell

NOW, THEREFORE, in consideration of the foregoing premises, and the

payment of the contract price herein below specified, the SELLER has agreed
to sell, transfer and convey to the BUYER who has agreed to buy the Unit
herein below described, under the following terms and conditions hereinafter
set forth, to wit:

1. The condominium project consists of a Twelve-storey residential

condominium and parking units;

2. The SELLER shall register the Master Deed with Declaration of

Restrictions and other documents required by Republic Act No. 4726
with the Registry of Deeds of Tanauan, Batangas, all of which shall
be binding on the BUYER;

3. SELLER hereby agrees to sell, transfer and convey to the BUYER,

and the BUYER hereby agrees to buy from the SELLER a
condominium unit of the Project, with improvements, more
particularly described as follows:
SPLENDIDO TAAL TOWER ( ___) CONDOMINIUM
Unit No.

Unit Area:

__

(unit letter maybe

subject to

Parking Unit No

change)
(unit area & final price is
subject to change
based on
final layout)
: ______

4. The Unit herein purchased shall be used exclusively for residential

purposes only and cannot be converted for any other purpose
without amending the Master Deed and the Declaration of
Restrictions for the PROJECT;
5. The BUYER has examined the plans and specifications for the
Project prepared by the SELLERs Architects, to his satisfaction,
which are hereby made integral parts hereof by way of reference,
copies of which will be furnished the BUYER upon request.
6.
The
Contract
Price
of
the
UNIT
shall
be:
(Php__________________________________)
______________________________________________________________________________
________ payable in the following manner:

6.1.

DOWNPAYMET
__________________________________________________________
_________________________________________________________________
______,
a. Reservation
Fee:
______________________________P_____________________),
b. Balance
of
Downpayment:
____________________________________________,
_________________________________________________________________
______
(P_____________________),
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Contract to Sell

BALANCE:_______________________________________________________
_______
_________________________________________________________________
______
(P_____________________),
payable
in
_____________
installments and on the _______ day of each month beginning
__________________ until __________________.
The BUYER shall
deliver to the SELLER __________________ (______) post-dated
checks to cover the afore-mentioned installments.
(See
attached schedule of payments).
Installment Payment any or all installment payments shall be made
by the BUYER at the SELLER'S address at the Ground Floor, State Financing
Center Building, Ortigas Avenue, Mandaluyong City, or such other offices
where the SELLERs sales personnels place of business may, in the future, be
transferred to, on or before the specified due date without need of demand,
and in case the BUYER fails to do so, the SELLER is entitled to impose and
collect, a penalty of three percent (3%) per month (any fraction of a month
shall be considered as one entire month) on the amount due without
prejudice to the other remedies available to the SELLER. Only the provisional
receipt and/or official receipt issued by the SELLER and signed by the SELLER
or its authorized representative shall be acknowledged and held binding.
The SELLER may allow the BUYER to advance payment of any
outstanding balance in full or in part upon such terms and conditions as may
be imposed by the SELLER. Advance partial payments when authorized by
the SELLER shall have the effect of shortening the term of the Contract. In no
case shall payment of fractional installments be accepted.
7. The SELLER shall pay real estate tax and assessment on the subject
property without recourse to the BUYER for as long as the title has
not passed to the BUYER. However, if the BUYER has actually taken
possession of and occupied the Unit, the BUYER shall be liable to
the SELLER for such real property tax and assessment.
8. Without prejudice to the rights of the SELLER to consider this
Contract as automatically terminated under Section 9 hereof,
should the BUYER fail to pay any installment(s) when due, together
with any interest thereon as provided in this Contract, the rights
and obligations of the parties shall be as follows:
(a)
Subject to the provisions of Republic No. 6552, otherwise known
as the Maceda Law, if the BUYER is in default in any installment due,
the BUYER shall be entitled to a grace period of sixty (60) days to make
the necessary payment, 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 installments within
the said grace period, the SELLER shall, at its own absolute discretion
have the right: (i) to charge the BUYER a late payment charge at the
rate of three (3%) percent per month of the total amount due and
payable, computed from the due date of each installment, and/or (ii) to
cancel and rescind this Contract after thirty (30) days from receipt by
the BUYER of the notice of cancellation or demand for rescission of this
Contract, by a notarial act and all payments made by BUYER under this
Contract shall be forfeited as liquidated damages and/or considered
rentals for the use of the Unit(s). 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,
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Contract to Sell

assessments and association fees due to the SELLER/Condominium

Corporation.
(b)
In the event of cancellation of this Contract, the BUYER, should
he/she/it already be in possession of the Unit(s) purchased shall
become a mere intruder or unlawful detainer of the same and may be
ejected therefrom by any means provided by law for trespassers or
unlawful detainers. Should BUYER fail to vacate the Unit(s) purchased
within five (5) days from the effective date of the cancellation of this
Contract, the BUYER, in addition to being liable for payment of monthly
rentals at the rate of fifteen (15%) percent of the total purchase price,
shall forfeit all improvements thereon in favor of SELLER. In any event,
the SELLER shall be at liberty to dispose of and sell the Unit(s) and its
appurtenances to any interested third person.
(c)
The breach by the BUYER of any of the conditions or restrictions
contained in this Contract and his/her/its failure to remedy the same
within thirty (30) days from receipt of written notice from SELLER shall
have the same effect as non-payment of the installments of the
purchase price except that Republic Act No. 6552 shall not apply.
(d)
In any of the above cases, the BUYER recognizes the right of,
and hereby irrevocably authorizes, the SELLER and/or the
Condominium Corporation or its representatives to enter and take
possession of the Unit(s) and take whatever action is necessary or
advisable to protect its rights and interests in the Unit(s).
9. Except for non-payment of installments due which is governed by
the provisions of Section 8 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 SELLER shall have the
right without need of legal or court action to cancel or terminate
this Contract upon written notice to the BUYER.

10. In case of cancellation or rescission of this Contract in accordance

with the provisions stated herein, the SELLER is hereby appointed
as the BUYERS attorney-in-fact vested with full authority and power
to take immediate possession of the subject UNIT, together with the
existing improvements thereon, if any.

11. The title to the property, subject of this sale, shall remain in the
name of the SELLER until full payment of the consideration of the
sale as well as payment of any sum of money due from the BUYER
under the terms and conditions of this Contract. After the aforesaid
payments, the SELLER is duty bound to cause the delivery of the
Condominium Certificate of Title and execution of a Deed of
Absolute Sale of the UNIT free from liens and encumbrance, except
for the Master Deed with Declaration of Restrictions that shall
be annotated unto the Titles and other conditions imposed by the
SELLER necessary for the proper management of the Project.

12. All expenses to be incurred to effect transfer of title in favor of the

BUYER, such as but not limited to documentary stamp taxes,
transfer taxes, notarization of this instrument as well as the Deed of
Absolute Sale, registration fees, miscellaneous fees, and similar
expenses shall be for the exclusive account of and paid for by the
BUYER, except withholding tax or capital gains tax which is based
in the selling price, shall be for the account of the SELLER. The
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Contract to Sell

BUYER agrees to pay the same without need of demand, and in

case of failure to do so, the SELLER, may advance the payment for
the same and shall be entitled to its reimbursement by the BUYER
together with interest at the rate of three percent (3%) per month
reckoned from the date of payment.
Upon full payment and
submission of the requirements for registration, the BUYER has
authorized the SELLER to cause the registration of the title to its
name upon payment of the expenses which are for its account
including registration fees.
Once the same is registered, the
SELLER shall notify the BUYER of the availability of the title for pick
up. The SELLER may charge BUYER of custodial fee of title in the
amount of P100/month, for failure of the BUYER to pick up the
title, within three (3) months from date of notice by the SELLER.

13. The BUYER hereby acknowledges that in buying the UNIT, subject

matter of this sale, the BUYER has full knowledge that Splendido
Taal Towers, is part of the development of Splendido Residential
Estates and Golf and that the BUYER poses no objection to the
changes or expansion or alteration that the SELLER may
introduce/institute on the total project of Splendido Residential
Estates, and the necessity of prior notice to the BUYER or
conformity is hereby waived.

14.The BUYER is fully aware of the land development work and/or

improvements planned as well as the implementation intended to
be done in the future, accordingly, the BUYER, its heirs, successors
and assigns shall hold the SELLER free from any claims or cause of
actions arising out of or may be due to the same resulting in the
disturbance, inconvenience or nuisance that may not be avoided on
account of the continuance of said development and works
15.Delivery of the Unit shall be provided as follows, namely:
a. The SELLER shall endeavor to complete the unit and deliver the
same to the BUYER not later than _________________. In the event of
delay due to fire, earthquake or other natural elements, acts of
God, war, civil disturbance, government and economic controls, or
any other cause beyond the SELLERs control, or which makes it impossible or difficult to obtain the necessary labor or materials, or
which renders the completion of the Project within the period specified impossible, the SELLER may consider itself relieved of any
contract, and it shall reimburse the BUYER, without interest, for all
amounts heretofore received from the latter less delinquency payments.
b. Upon completion of the Unit subject hereof, the SELLER shall notify
the BUYER thereof. The delivery of such notice shall constitute constructive delivery of the Unit subject hereof to the BUYER, notwithstanding the failure of the BUYER to take actual possession thereof.
From and after such constructive delivery of the Unit, all risks of
loss or damage to the Unit and the pro rata assessments thereon
shall be for the account of the BUYER.
16.The SELLER reserves the right at any time before delivery date to
make any alteration of plans, repairs, additions or omissions, as it
may deem necessary, on the Project or the Unit, and the said
alteration, addition or omission shall in no way affect or render void
this Contract.
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Contract to Sell

17.Upon payment by BUYER of the full amount of the purchase price

including any and all assessments and expenses which may have
been advanced by the SELLER for the account of the BUYER, and
full compliance by the BUYER of all its obligations herein, and
subject to the completion of the construction or conveyance by the
SELLER to the Condominium Corporation of the Project, the SELLER
will convey to the BUYER title and ownership and all the rights and
interests of the former in and to the Unit together with the
interests in the common areas and in the Condominium Corporation
appurtenant to such Unit.
18.The SELLER is hereby authorized and empowered to organize a
Condominium Corporation as mandated by law for the principal
purpose of holding title to all the common areas in the Project and
the management of the Project for the common benefit of all the
Unit owners.
19.The BUYER shall be allowed to have possession of the UNIT upon
turnover of the same by the SELLER, either by virtue of a written
notice given by the SELLER or by a written request made by the
BUYER. Upon acceptance by the BUYER of the subject UNIT, all
risks of loss or damage to the subject UNIT, as well as all
obligations, association dues, real property taxes and other
assessments accruing on the subject UNIT, shall be for the
exclusive account of the BUYER.
However, should the BUYER fail to inspect the subject UNIT within the
period stated in the Notice of Turn-Over, or fail to be present on the date and
time of a previously scheduled inspection, or unjustifiably refuses to accept
the subject UNIT, the delivery to BUYER by virtue of the said Notice of TurnOver shall constitute constructive delivery of the subject UNIT to the BUYER,
and the BUYER shall be deemed to have constructively accepted the physical
possession, occupancy and beneficial use of the subject UNIT for all intents
and purposes. Consequently, from and after delivery to the BUYER, all risks
of loss or damage to the subject UNIT, as well as all obligations, association
dues, real property taxes and other assessments accruing on the subject
UNIT shall be for the exclusive account of the BUYER. The SELLER, on the
other hand shall be relieved of any responsibility for any loss, damage or
injury that may be caused to the subject UNIT, or for any real property taxes,
association dues or assessments accruing on the subject UNIT, from and after
the delivery of the subject UNIT, actual or constructive, to the BUYER.
20.
The BUYER, its heirs, successors, and assigns agree to be
automatic members of the Condominium Corporation/Homeowners
Association that shall subsequently be formed, and as such shall abide and
conform with the Articles of Incorporation of the Condominium
Corporation/Homeowners Association, its By-laws and such rules and
regulations adopted by its Board of Directors from time to time.
In the absence of a Condominium Corporation/Homeowners
Association, the BUYER binds itself to pay maintenance dues that may be
levied, assessed and collected in place of the association dues to cover the
cost of ensuring cleanliness, sanitation, security and peace and order within
the Project.

21. The BUYER shall not assign, cede, sell, transfer or in any manner
dispose of the UNIT subject of this Contract and no transfer or
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Contract to Sell

assignment of rights or interest under this Contract shall be made

by the BUYER without the prior written conformity of the SELLER,
violation of which renders such transaction null and void.

22. In case the BUYER transfers its rights under this Contract, the

BUYER agrees to pay to the SELLER 1% of the total Contract

Price of the UNIT, as transfer fee or such amount that shall be
indicated by the SELLER.

23. The BUYER hereby agrees that the SELLER shall have the right to

sell, assign or transfer to one or more BUYERs, assignees or

transferees any and all its rights and interests under this Contract,
including all its receivables due hereunder; provided, however that
any such BUYER, assignee or transferee expressly binds itself to
honor the terms and conditions of this Contract with respect to the
rights of the herein BUYER.
Provided further, that upon the
BUYERS full payment of the purchase price, the title shall be
delivered by the SELLER to the BUYER free from any and all kinds of
liens and encumbrances, except for the terms and conditions set
forth in the Master Deed and Declaration of Restrictions.

24.The BUYER hereby recognizes and agrees that the SELLER shall
have the right to assign all its rights and receivables under this
Contract in favor of a bank or government or private financial
institution. In such a case, the BUYER undertakes to conform to the
same and to perform faithfully all his/her obligations under this
Contract without need of demand from the SELLERS assignee,
which may be designated as the servicer for the servicing and
collection of the obligations of the BUYER under this Contract.
Accordingly, the BUYER agrees that the assignee shall assume all
the rights and interest of the SELLER under this Contract and upon
the advice by the assignee, the BUYER shall pay his/her obligations
under this Contract directly to the assignee. The said assignment
of rights and receivables shall be without prejudice to a deferred
Real Estate Mortgage on the property which may, immediately or
thereafter be required by the SELLER or the assignee bank or
government or private financial institution for the purpose of
securing a financial package availed of for the payment of the
balance of the purchase price.
25.The BUYER hereby appoints the SELLER or its authorized
representative as his/her exclusive attorney-in-fact in a manner
absolute and irrevocable to sign, receive and release the
assignment of rights and receivables which the SELLER shall apply
to any and all obligations due from the BUYER under this Contract,
and to do any and all other acts which may be necessary to pay the
obligations of the BUYER to the SELLER; and for this purpose the
BUYER hereby ratifies and confirms any and all acts of the SELLER
in the execution of the power of attorney herein given.
26.Upon the payment by the BUYER of the full amount of the contract
price, including any and all assessments and expenses that may
have been advanced by the SELLER for the account of the BUYER,
and after full compliance by the BUYER of all its obligations here,
the SELLER will convey title and ownership and all the rights and
interests over the UNIT in favor of the BUYER.

Contract to Sell

27. In order to upgrade and improve the features of Splendido Taal

Towers, the SELLER has deemed it necessary to organize the
Splendido Taal Country Club, which is a major facility, and forms
part of a larger network of facilities within the Splendido Taal
development. BUYER understands that the Splendido Taal Country
Club shall also be open to membership for non-residents or non-unit
owners. BUYER also understands that Splendido Taal Country Club
is a facility which is not an integral part of Splendido Taal Towers
and BUYER cannot demand its construction, completion and/or
enjoyment, except as provided in this contract.
It is further understood that Splendido Taal Towers unit owners will
have beneficial use of the Club and its facilities, subject to such rules and
regulations as may be promulgated by the Board of the Club/SELLER from
time to time.
Upon payment in full of the downpayment, the BUYER shall
automatically be entitled to nomination by the SELLER as an assignee,
member of the Splendido Taal Country Club (hereinafter referred to as STCC),
a non-stock and non-profit asssociation organized and existing under the laws
of the Philippines for the purpose of promoting the social, educational, and
athletic activities among its members, the main objective and understanding
of which shall be the construction and maintenance of a country club,
including but not limited to swimming pools, and other indoor related sports
and recreational facillities and other social functions within Splendido Taal.
Upon the BUYERs admission as assignee member in the STCC, the
BUYER shall be bound by the terms and provisions in the Articles of
Incorporation and By-Laws of the STCC and such other rules and regulations
which the Board of Directors may promulgate from time to time. Admission
shall entitle the BUYER to use the facilities and privileges of STCC, except the
right to vote and hold office, and to share in the dues and amounts pertaining
to membership as well as all charges for actual use of the facilities, failing
which the BUYER shall be declared delinquent. In the event of such
delinquency, and during its continuance, the BUYERs right and privileges
shall be suspended. The BUYERs unpaid obligations shall constitute a junior
lien on the unit with the same rank as the assessments of the Splendido Taal
Towers.
In the event that the BUYERs application for admission is denied by
the STCC Board of Directors, the BUYER may designate a third person for
possible nomination by STCCs membership committee provided further that
the buyer shall be solidarily liable for the designated third partys
delinquencies as above described.
The assignee membership granted herein shall be co-terminous with
ownership of the unit and shall be deemed automatically cancelled upon the
BUYERs sale or other disposition of the unit. The assignee membership may
not be sold, encumbered, transferred, or in any manner disposed by the
BUYER, it being understood that only registered BUYER of the unit shall
qualify and be entitled to nomination by SELLER as an assignee member.
28.The foregoing stipulations, terms or conditions shall not be
amended, modified or in any manner altered or deemed waived by
repeated acts of inaction, tolerance or silence of the SELLER and/or
the BUYER, as any such amendments, modifications, alterations or
waiver shall only be valid if expressly made in a written directive
duly signed and approved by the SELLER.
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Contract to Sell

29.In case any of the provisions, terms or conditions stipulated herein

is invalidated by order of the court in a judgment that has become
final and executory, such judgment shall not adversely affect any of
the other provisions not so expressly invalidated, which provisions
terms or conditions shall remain valid and effective. Any damage
that maybe suffered by the BUYER on account of such judgment
shall be for its own account.
30.It is hereby expressly provided that the liability of the BUYER
signatories hereto is solidary and the SELLER reserves the right to
proceed against any or all of them at its discretion.

31. In case the BUYER (including its heirs, successors and assigns)
commits a breach of any of the stipulations herein provided, the
SELLER is entitled to bring suit to recover damages plus attorneys
fees, and no suit or cause of action shall be instituted except before
the proper courts of Pasig City;

32.It is understood and agreed that no delay or omission on the part of

SELLER in exercising any right under this Contract shall be
construed as a waiver thereof and no acceptance by SELLER of any
payments made in a manner or at any time other than as herein
provided shall be construed as a novation of the terms hereof.

33. This Contract states the entire agreement between the parties and
the SELLER is not and shall not be bound by any stipulation,
representation, agreement or promises, whether oral or otherwise,
which is not contained in this Contract or incorporated herein by
reference. This Contract shall be deemed subject to the provisions
of the Reservation Agreement, Condominium Act, the Master Deed,
the Declaration of Restrictions, Articles of Incorporation and ByLaws and Rules and Regulations of the Condominium Corporation.
34.The SELLER shall assign to the Condominium Corporation, for the
pro rata benefit of Unit owners, all warranties that it may procure
from contractors or suppliers in connection with the Project. The
SELLER has no other liability for warranty of similar claims other
than the obligation to assign such warranties from contractors
and/or suppliers.
35.Upon acceptance of the Unit, it is hereby understood by the Parties,
that:
a) The BUYER shall notify the SELLER in writing of any change in his
mailing address within SIXTY (60) DAYS from such change. Should
BUYER fail to do so, his address stated in this Contract shall remain his
mailing address for the purpose of sending of all notices under this
Contract and/or required by law.

b) Any and all actions or suits in connection with or arising from this
contract shall be filed with the proper courts of Pasig City, Philippines.
c) In case either of the parties is compelled to resort to the courts or seek
the assistance of legal counsel to protect its rights or seek redress for
its grievances, the offending party shall be liable to the offended party
for attorney's fees equivalent to at least twenty percent, (20%) of the
9

Contract to Sell

amount of the claim on the demand but in no case less than Fifty
Thousand Pesos (P50,000.00), Philippine currency.

36. Notices and other legal processes shall be sent by registered mail

or personal delivery at the SELLERS address at the Ground Floor,

State Financing Center Building, Ortigas Avenue, Mandaluyong City,
unless written notice of change or amendment of address has been
received by the BUYER;

37. The foregoing stipulations, terms, or conditions provided in this

Contract shall not be amended, modified or in any manner altered

or revised, and any such amendments, modifications, alterations or
revisions, without the written conformity of Sta. Lucia Realty and
Dev., Inc., and Jaka Tagaytay Holdings Corp., shall not bind the
SELLER and shall be held free and harmless from any liability, as
brought about by the alteration of any provision of this Contract.

IN WITNESS WHEREOF, the parties hereto have set their hands in

_________________, Philippines this ________ day of _________________, 20_______.

JAKA TAGAYTAY HOLDINGS

DEV INC
Seller
By:

CORP

STA. LUCIA REALTY &

Seller

____________________________

_______________________________

Buyer
___________________________

_______________________________

SIGNED IN THE PRESENCE OF:

ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)
) S.S.
BEFORE ME, a Notary Public in ____________________________, Philippines,
this ________ day of ____________________, 20____ came and appeared the
following:
NAME

CTC#

DATE/PLACE ISSUED

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Contract to Sell

known to me and to me known to be the same persons who executed the

foregoing instrument and they acknowledged before me that the same is
their free and voluntary act and deed, and that of the corporation in whose
behalf they acknowledged the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on the
date and the place above-written.
Doc. No. _______;
Page No. _______;
Book No. _______;
Series of 200__.

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