CONTRACT OF SALE

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Sale (“Contract”), made and executed on this ____ day of _____
2017 by and between:

[IF A NATURAL PERSON]:

__________________, Filipino, of legal age, single, with residence
address at __________________________, hereinafter referred to as
the “VENDOR”;

[IF A CORPORATION]:
___________________, a corporation duly organized and existing
under and by virtue of the laws of ____________________, with
principal business address at ________________, herein represented
by its [insert designation], [INSERT NAME], hereinafter referred to as
“VENDOR”;

- and -

[IF A NATURAL PERSON]:

__________________, Filipino, of legal age, single, with residence
address at __________________________, hereinafter referred to as
the “VENDEE”;

[IF A CORPORATION]:
___________________, a corporation duly organized and existing
under and by virtue of the laws of ____________________, with
principal business address at ________________, herein represented
by its [insert designation], [INSERT NAME], hereinafter referred to as
“VENDEE”;

VENDOR and VENDEE shall be hereafter referred to individually as a “Party”, and

collectively as the “Parties”;

WITNESSETH: THAT—

WHEREAS, VENDOR is the absolute, lawful and registered owner of, or has power
and authority to deal with and sell, as the case may be, the Goods (as hereafter
defined);

WHEREAS, VENDOR offered to sell the Goods to VENDEE, and VENDEE has agreed to
accept such offer subject to the terms and conditions, including the undertaking of
VENDOR to fully perform and strictly comply with all her representations, warranties,
undertakings, obligations, conditions, and covenants herein specified;

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NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties
hereby agree as follows:

ARTICLE I
AGREEMENT TO SELL

Section 1.01. Agreement to Sell. Subject to the terms and conditions hereinafter
contained, VENDOR agrees to unconditionally and irrevocably cede, sell, transfer and
convey to VENDEE, and VENDEE agrees to purchase from VENDOR, all of the
VENDOR’s rights, title and interest in and to the goods and more particularly
described below (the “Goods”) as evidence by
_______________________________:

Volume : ______________________
Unit : ______________________
Description : ______________________
Packaging : ______________________

Copies of the bills of lading and other relevant documents evidencing ownership or
authority to sell, as the case may be, and shipment of the documents are hereto
attached as Annexes __________________, respectively, and made integral part of
this Contract.

Section 1.02. Transfer of Legal Title and Possession. VENDOR shall deliver to
VENDEE the full, unqualified and unrestricted possession of the Goods upon delivery
of the Goods for purposes of inspection, provided, that, the legal title and risk over
the Goods shall be transferred to VENDEE depending on the terms of shipment set
forth in this Contract.

ARTICLE II
CONSIDERATION AND MANNER OF PAYMENT

Section 2.01. Purchase Price. As consideration for the sale and conveyance by
VENDOR of the Goods and all of VENDOR’s rights, title and interest in and to the
same, VENDEE shall pay to VENDOR the purchase price of [INSERT AMOUNT IN
WORDS] (insert amount in figure) (the “Purchase Price”).

Section 2.02. Manner of Payment. The Purchase Price shall be payable by VENDEE
to VENDOR in accordance with the following manner:

(a) VENDEE shall pay [Insert Amount in Words] (insert amount in figure) [upon
execution of this Contract] [Dorge, please feel free to revise this depending
on your agreement.]

(b) The balance shall be paid on [insert specific date], [or if installment] in
accordance with the following installment dates:

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 [insert dates and amount]

ARTICLE III
OBLIGATIONS OF VENDOR

Section 3.01. Sale or Other Disposition of the Goods. VENDOR shall not, during the
period of this Contract, or while the Goods are in transit, without prior notice to and
consent of VENDEE:

(a) sell, transfer, dispose, assign, or in any manner convey, or cause to be sold,
transferred, disposed, assigned, or conveyed (or grant any option over), the
Goods to any third person, without prior notice to and the consent of
VENDEE;

(b) pledge, mortgage, or in any manner encumber or create liens on, the Goods
or its fruits, without prior notice to and the consent of VENDEE; or

(c) entertain, or propose or offer to sell, or market to, third persons or any
prospective buyers interested in purchasing or acquiring the Goods, or
execute or enter into any agreements and other documents purporting to
sell, transfer, dispose, assign, or in any manner convey the Goods to such
third persons or prospective buyers.

Section 3.02. Impediment or Delay. VENDOR shall not in any manner impede or
perform any act that will delay the transfer of the title to the Goods from VENDOR to
VENDEE.

ARTICLE IV
TAXES AND OTHER EXPENSES

Section 4.01. Taxes.

(a) Any taxes, duties, fees, charges or other dues, including surcharges, interest,
and penalties, imposed or charged by the government, its instrumentalities
or subdivisions in connection with or as a result of the execution, delivery and
performance of this Contract shall be borne and paid for by [VENDOR].

(b) The sales tax or other creditable withholding taxes (if any) due on the sale of
the Goods shall be for the account of [VENDOR], and shall be deducted from
the Purchase Price and remitted by VENDEE directly to the Bureau of Internal
Revenue, for the account of [VENDOR].

Section 4.02. Other Taxes and Expenses.

(a) VENDEE shall bear and be responsible for the payment of: [insert taxes which
will be the responsibility of VENDEE].

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Section 4.03. Under-Declaration and Deficiencies. In case of tax assessments by
the national and local taxing authorities arising from under-declaration or wrong
application of the fair market values or assessor’s valuations in the computation of
taxes, or deficiencies or delinquencies in the payment of any and all appropriate
taxes, by VENDOR, VENDOR shall directly settle the same with the taxing authorities
with right of reimbursement, claim or cause of action against VENDEE.

ARTICLE V
TERMS OF SHIPMENT AND INSPECTION

Section 5.01. Terms of Shipment. The Goods covered by this Contract shall be
subject to the following shipment and other terms:

(a) Shipment: [insert whether FOB/CIF/CNF]

(b) Number of Shipments: _______________

(c) Volume per Shipment: _______________

(d) Name of Shipper: ___________________

(e) Name of Consignee: _________________

Section 5.02. Inspection of the Goods. Upon receipt by VENDEE of the goods,
VENDEE has ten (10) days to inform the VENDOR of defects in the Goods, including,
but not limited to, actual defects, insufficient delivery volume, and wrong items.

Upon receipt of information by VENDOR of the defects in the delivery of the Goods,
VENDOR has five (5) days to correct or remedy the defects by causing the repair or
replacing the Goods, at VENDEE’s option. In the meantime, VENDEE shall have the
right to suspend payment until the defects are fully remedied to the reasonable
satisfaction of VENDEE. In the event such defects cannot be remedied, VENDEE is
entitled to pay only the items that are in good condition and return the remainder at
VENDOR’s expense or return all the Goods to VENDOR, at VENDEE’s option. In either
case, VENDOR shall bear the cost of the shipment and return of the Goods, without
prejudice to any other claims VENDEE may have against VENDOR as a result thereof.

Section 5.03. Refund and Reimbursement. In case the Goods are returned to
VENDOR due to the events specified in Section 5.02 above, VENDOR shall refund to
VENDEE any and all amounts already paid as of such date by VENDEE, and reimburse
VENDEE with all expenses and costs incurred by VENDEE in returning the Goods, in
addition to any and all other claims of VENDEE by reason of breach and other causes
set forth in this Contract.

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 ARTICLE VI
ASSIGNMENT AND TRANSFER

Section 6.01. Assignment by VENDOR. VENDOR shall not sell, cede, transfer, or
otherwise assign its rights and obligations under this Contract without prior notice to
and consent of VENDEE.

ARTICLE VII
DOCUMENTS FOR TRANSFER OF TITLE AND POSSESSION

Section 7.01. Execution and Delivery of Documents of Title. For this purpose,
VENDOR shall execute in favor of, and deliver to, VENDEE the necessary
authorization, power of attorney, and such other documentation for the transfer of
ownership and possession of the Goods to VENDEE.

ARTICLE VIII
REPRESENTATIONS, WARRANTIES, AND COVENANTS

Section 8.01. Representations and Warranties of VENDOR. VENDOR hereby

represents and warrants that:

(a) VENDOR is the owner of the Goods, or has express power and authority to
transfer ownership and possession of the Goods, and can validly and legally
sell, transfer, or convey the Goods, including the rights and interests thereto,
to VENDEE in accordance with the terms of this Contract;

(b) the Goods are free and clear of any and all other kinds of liens,
encumbrances, all liabilities, obligations, charges, easements, liens and
encumbrances, or claims whatsoever, and is, and shall continue to be, not
subject to any claim, set-off or defense which will prevent VENDEE from
obtaining full and absolute ownership of all of VENDOR’s rights, title and
interest in and to the Goods and full possession of the same;

(c) No other party has any right, privilege, or option over the Goods or in
connection therewith, superior to the rights of VENDEE herein granted,
except as may otherwise be disclosed by VENDOR to VENDEE in writing;

(d) The sale, transfer, or conveyance of the Goods from VENDOR to VENDEE is in
accordance with, and does not violate any law or government rule, regulation
and order, applicable to VENDOR or the Goods; and

(e) VENDEE shall acquire good and valid title to, and enjoy peaceful possession of
the Goods.

Section 8.02. Representations and Warranties of VENDOR and VENDEE. VENDOR

and VENDEE hereby represent and warrant to each other that:

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(a) It has legal capacity to enter into this Contract, and has taken all the
necessary action to authorize the entry into and delivery of this Contract, and
the transactions contemplated hereby, and the performance of its obligations
hereunder; and

(b) This Contract has been duly executed and delivered by it and constitutes its
legal, valid, and binding obligation, enforceable in accordance with its terms.

ARTICLE IX
EFFECTIVITY AND RESCISSION

Section 9.01. Effectivity. This Contract shall take effect on the date when this
Contract and its Annexes are signed by the Parties.

Section 9.02. VENDEE’s Right to Rescind. VENDEE shall have the right to rescind this
Contract upon the occurrence of any of the following events:

(a) Breach by VENDOR of any of its representations, warranties, and covenants

under this Contract, or such representations, warranties, and covenants of
VENDOR shall prove to be false, misleading or inaccurate; or

(b) VENDOR is adjudged bankrupt; makes a general assignment of its assets or

business for the benefit of its creditors; files an action to have itself declared
bankrupt under bankruptcy, insolvency or similar laws; or a trustee, receiver,
judicial manager, liquidator, administrator, or conservator is appointed for
VENDOR or for any of the Goods; or

(c) Return of the Goods to VENDOR in accordance with Section 5.02 of this
Contract; or

(d) VENDOR for any reason whatsoever fails to deliver the Goods or any of the
documents required under this Contract.

Section 9.03. Effects of Rescission. The rescission of this Contract by VENDEE shall
produce the following effects:

(a) Upon the occurrence of any of the foregoing events, VENDEE shall have the
right, at his option, to totally or partially rescind this Contract and demand
reimbursement from VENDOR of all or a portion of the amounts that may
have been paid to VENDOR pursuant to this Contract.

(b) VENDEE shall exercise its right to rescind as provided hereunder by sending
written notice to VENDOR indicating VENDEE’s intention to totally or partially
rescind this Contract. Upon receipt of such written notice, VENDOR shall
refund the entire amount received from VENDEE pursuant to this Contract on
or before the due date stated in such notice, which date shall be at least
thirty (30) days from receipt thereof and within the same period, VENDEE

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 shall return to VENDOR all documents which it may have received from
VENDOR pursuant to this Contract.

(c) In the event VENDOR fails to return the amount to VENDEE within the period
specified in the notice, VENDEE shall be entitled to charge VENDOR with
interest at the rate of twelve percent (12%) per annum to be imposed on the
total amount due to be refunded to VENDEE, such interest to accrue
beginning on the day immediately succeeding the lapse of the due date, until
the full amount is returned to VENDEE. VENDEE shall also have a right of
retention over, and be entitled to remain in possession of, the Goods,
without need of compensation, until all amounts due to be refunded,
including interests (if any), shall have been received by VENDEE. For this
purpose, VENDEE shall not, in any manner, be responsible for, and VENDOR
hereby holds VENDEE free and harmless from (i) any loss or damage to the
Goods not due to the gross negligence or willful acts of VENDEE and (ii) any
claims, losses, liabilities, and damages due to any cause beyond VENDEE’s
reasonable control or that is not foreseeable, is unavoidable, or due to acts of
God, the public enemy, wars or revolutions, civil disturbances, riots, freight
embargoes, fire, explosions, sabotage, floods, epidemics, quarantine
restrictions, accidents, typhoons, labor disputes, strikes, orders, restraints or
prohibitions by any government authorities, and other causes analogous or
similar to the foregoing.

(d) The exercise by VENDEE of its right to rescind this Contract shall take effect
without the need of obtaining a court declaration of the nullity of this
Contract.

(e) Termination of this Contract with or without cause shall not release VENDOR
from any liability which at the time of termination has already accrued to the
VENDEE or which thereafter may accrue in respect of any act or omission
prior to such termination.

(f) The termination of this Contract shall be in addition to and not in lieu of
other rights and remedies of VENDEE under this Contract and existing
provisions of law.

ARTICLE X
MISCELLANEOUS PROVISIONS

Section 10.01. Entire Agreement. This Contract is the complete and exclusive
statement of the agreement between the Parties and supersedes all proposals or
prior agreements, oral or written, and all other communications between the Parties
relating to the subject matter of this Contract.

Section 10.02. Jointly Drafted. Both Parties acknowledge and agree that they have
fully read and understood the contents of this Contract and that the same shall be
considered to have been jointly drafted.

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Section 10.03. Amendment. This Contract shall not be considered as changed,
amended, modified or altered by any acts of tolerance on the part of VENDEE unless
such change, amendment, modification or alteration is made in writing and signed
by both Parties to this Contract.

Section 10.04. Severability. In case one or more of the provisions contained in this
Contract shall be declared invalid, illegal, or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby.

Section10.05. Non-Waiver. No waiver by a Party of any breach of this Contract

shall be held or construed to be a waiver of any other subsequent or antecedent
breach of this Contract. Failure of a Party to exercise a remedy or to insist in the
performance of any of the covenants of this Contract shall not be construed as
abandonment, cancellation or waiver of such covenant. No waiver by a Party shall
be deemed to have been made unless expressed in writing and signed by its
authorized representatives.

Section 10.06. Further Acts. The Parties shall do and execute, or procure to be
done, and executed all such further acts, deeds, documents and things as, may be
necessary, to give full effect to the terms and intent of this Contract.

Section 10.07. Governing Law and Venue of Suit. This Contract shall be governed
by and construed in accordance with the laws of the Philippines. In case of any
dispute, controversy, or disagreement between the Parties arising from or in relation
to this Contract, the same shall be settled and/or litigated in the proper courts of the
City of Manila, to the exclusion of all other courts elsewhere situated.

IN WITNESS WHEREOF, the Parties have hereunto set their hands on the date first
above written.

____________________ ____________________
VENDOR VENDEE

Signed in the presence of:

_______________________ _______________________

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 ACKNOWLEDGMENT

Republic of the Philippines)

City of _________________) S.S.

I, a Notary Public, duly authorized in the city named above to take

acknowledgements, certify that on this ____ day of ______________, personally
appeared __________________________________ who presented to and was
identified by me through competent evidence of identity:

__________________ for VENDOR with ID No. __________ expiring on

______________, and

___________________ for VENDEE who presented to and was identified by me

through competent evidence of identity: __________________ ID No. __________
expiring on ______________,

known to me be the same persons described in the foregoing instrument, who

acknowledged before me that their signatures on the instrument were voluntarily
affixed by them for the purposes stated herein, and who declared to me that they
executed the instrument as their free and voluntary act and deed

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

Doc. No. ___________

Page No. ___________
Book No. ___________
Series of 2017.