SALE OF GOODS AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Sale of Goods Agreement (the "Agreement") is made and entered into this ________ day of
_____________________, 20______ at City/Municipality of ___________________________, Province of
___________________________, by and between:

________, Filipino, of legal age, and with address at ________, hereinafter referred to as the Seller

- and -

________, Filipino, of legal age, and with address at ________, hereinafter referred to as the Buyer

The Seller and the Buyer shall each be referred to as a "Party" and collectively as the "Parties".

WITNESSETH:

WHEREAS, Seller wishes to offer for sale certain Goods, as defined below;

WHEREAS, Buyer wishes to buy such Goods from Seller;

NOW THEREFORE, in consideration of the premises and covenants contained herein, the Parties
hereby agree as follows:

I. GOODS

Seller hereby agrees to sell, and Buyer agrees to buy, the following (the "Goods”):

(description of goods)

II. PRICE

The price for the Good is ________ (₱________) (the "Purchase Price"), inclusive of VAT, if applicable.

III. DEPOSIT

Buyer shall pay a deposit of ________ (₱________). The deposit will be due on ________.

The deposit is non-refundable.

IV. INVOICING AND PAYMENT

Unless otherwise agreed upon by the Parties in writing, Buyer shall pay the balance of the Purchase
Price upon receipt of the Goods.

All payments under this Agreement can be paid as follows:

(Terms of payment)

Buyer shall be in breach of this Agreement if Buyer fails to make timely payments on any amount
due under this Agreement. Upon Buyer's breach, Seller may, at its sole and exclusive discretion and
upon notice to Buyer, extrajudicially rescind this Agreement, apply the deposit to any unpaid
amount under this Agreement, and pursue any rights and remedies available to Seller under this
Agreement and the law on account of said breach, including, if applicable, recovering the cost of the
suits and the attorney's fees.

V. DELIVERY AND ACCEPTANCE

The Goods will be delivered to Buyer on a date and time agreed upon by the Buyer and the Seller.
Any date or time agreed upon by the Parties for delivery of the Goods are estimates only and time
shall not be of the essence for the delivery. Seller shall not liable for any losses, expenses or
damages for failure to meet any delivery date or time.

Buyer shall inspect the Goods upon receipt and, if found to have any damages in terms of the quality
or condition of the Goods, Buyer must notify Seller of the same within ________ (________) business
days. Said notification must specify the damage in detail. Failure to provide said notice shall
constitute a complete and irrevocable acceptance by the Buyer and admission that the Goods were
delivered in good condition and Buyer shall therefore waive any and all claims regarding or related
to the Goods. Business days shall be from Monday to Friday.

VI. RISK OF LOSS

Risk of loss of the Goods transfers from the Seller to the Buyer when the buyer takes physical
possession of the goods.

VII. WARRANTY

Seller warrants that the Goods sold hereunder are new and free from any substantial defects in
materials and workmanship. Seller hereby disclaims all other warranties, whether express or
implied, including but not limited to the warranties of merchantability and fitness for a particular
purpose. Buyer acknowledges that it is relying on its own investigations, inspections, and/or
examinations and has not been induced by Seller or any of Seller's agents or representatives
making any statements as to the quality or conditions of the Goods.

VIII. LIMITATION OF LIABILITY

Seller's liability is limited to the replacement of the Goods or the refund of the Purchase Price paid
by the Buyer. In no event will Seller's liability exceed the Purchase Price paid by the Buyer, for any
cause of action or future claim. Buyer hereby acknowledges and agrees that Seller is not liable for
any special, indirect, consequential, or punitive damages, including but not limited to lost profits
and/or of business, arising out of or relating to this Agreement in any way.

IX. SECURITY INTEREST AND TRANSFER OF TITLE

Buyer hereby grants Seller a security interest in the Good until the full Purchase Price has been
received by Seller. This security interest includes any proceeds, including accounts receivables
obtained. If Seller requests, Buyer shall execute and deliver any document required to perfect this
security interest.

Ownership of the Goods shall be transferred only by physical delivery of the goods to Buyer such
that Buyer shall have control and the physical possession of the Goods. The execution of a public
document in relation to this sale shall not, at any time, be construed as a delivery nor a transfer of
ownership.

X. FORCE MAJEURE

Neither party shall be liable to the other for failure to perform due to causes beyond its reasonable
control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities,
riots, embargoes, acts of nature and natural disasters, and other acts which may be due to
unforeseen events or though foreseen could not be reasonably avoided.

XI. ASSIGNMENT

This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise
transferred in whole or in party by either Party.

XII. TERMINATION

This Agreement may be terminated at any time by either Party upon written notice to the
other party. Buyer will be responsible for payment of all Goods delivered and accepted up
to the date of termination.
XIII. WAIVER

The failure by either party to exercise any right, power or privilege under the terms of this
Agreement will not be construed as a waiver of any subsequent or further exercise of that
right, power or privilege or the exercise of any other right, power or privilege.

XIV. COUNTERPARTS (optional if delivery shall be done on different dates)

This Agreement may be executed in counterparts, all of which constitute a single agreement. If the
dates set forth at the signatures of this document are different, the Agreement shall be considered
effective as of the date that both Seller and Buyer signed the Agreement.

XV. SEVERABILITY

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the
validity of any other provision. In the event that any provision of this Agreement is held to be
invalid, Seller and Buyer agree that the remaining provisions shall be deemed to be in full force and
effect as if they had been executed subsequent to the expungement of the invalid provision.

XVI. CUMULATIVE RIGHTS

The rights of the Parties under this Agreement and the law are cumulative and shall not be
construed as exclusive unless otherwise required by law.

XVII. VENUE OF ACTION

All actions arising out of or by virtue of this Agreement shall only be filed in the proper courts
of ________, to the exclusion of all other courts.

XVIII. SUCCESSORS AND ASSIGNS

This Contract shall be binding on the successors and assigns of both Parties.

XIX. ENTIRETY OF AGREEMENT

This Agreement represents the entire agreement between Seller and Buyer and supersedes all prior
negotiations, representations, agreements, either oral or written.

XX. AMENDMENTS AND MODIFICATIONS

This Agreement may be amended only by a written instrument signed and agreed upon by both
Parties.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place
first stated above.

________
Seller

________
Buyer

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

PROVINCE OF ________________________ )
CITY OR MUNICIPALITY OF ________________________ )S.S.

BEFORE ME, a Notary Public, for and in the CITY OR MUNICIPALITY OF ________________________,
________________________, this _______ day of ________________________, 20______, personally appeared the
following persons:

1. ________, with the following competent proof of identification: ____________________________________; and

2. ________, with the following competent proof of identification: ____________________________________

all known to me and to me known to be the same persons who executed the foregoing Sale of Goods
Agreement constituting of _________ pages, including this page where the Acknowledgement is
written, and they acknowledged to me that the same is their free and voluntary act and deed.

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

Doc No. ________;

Page No. ________;
Book No. ________;
Series of ________.