SOP Exhibits
Title
:
Deed of Sale with Reservation of Title
SOP Number :
TS-ES01
EXHIBIT 3
DEED OF SALE WITH RESERVATION OF TITLE
KNOW ALL MEN BY THESE PRESENTS:
This Deed of Sale with Reservation of Title made and executed at ________, Philippines,
this ______ day of __________________, 1987, by and between:
The
NATIONAL FOOD AUTHORITY
, an agency of the government created by virtue of P.D. No. 4 issued pursuant to Proclamation No. 1o81 with principal office and place of business at Matimyas Building, 101 E. Rodriguez Sr. Avenue, Quezon City, duly represented herein by its administrator, EMIL L. ONG, hereinafter referred to as the
VENDOR
:
- and -
____________________________________________________, a farmer organization duly organized under SEC/BCOD Registration No. ______ dated ________________, represented herein by its ____________________________________________________________________________
hereinafter referred to as the
VENDEE.
W I T N E S S E T H :
WHEREAS
, the NFA is tasked with, among others the development and enhancement of modern grains post-harvest technology through the introduction of post-harvest facilities:
WHEREAS
, the Japan International Cooperative Agency (JICA) and the NFA have designed the NFA-JICA PHE Assistance Project for the purpose of making available post-harvest facilities to qualified farmers organizations in the Philippines;
WHEREAS,
NFA and JICA aim to provide farmers' organization with post-harvest facilities to reduce grains losses, post-harvest cost, and to shorten the time period for the various on-farm operations,
thereby assisting farmer's organizations in venturing into profitable grains marketing businesses, increasing the level of fsarm income and the living standards of the beneficiaries;
WHEREA
S
, the VENDEE is one of the farmers' organization duly organized and chosen as the beneficiary of this JICA post-harvest facility program, and that it has agreed to buy the facility/ies at the price/s payable under the terms herein set forth;
NOW, THEREFORE
, for and in consideration of the foregoing premises, the parties herein do hereby agree and stipulate to bind themselves as follows:
I. Sale of the following facilities at the following prices:
FACILITIES NO. OF UNTS PRICE PER UNIT
________________ _______________ __________________
________________ _______________ __________________
________________ _______________ __________________
________________ _______________ __________________
________________ _______________ __________________
________________ _______________ __________________
It is hereby agreed that upon withdrawal of the facilities from the NFA MMO warehouse, the said facilities are considered delivered to and accepted by the VENDEE.
II.
TERMS OF PAYMENT:
1. a) The VENDEE shall pay the total cost in instsallments for a period of ten (10) years in twenty (20) equal semi-annual installment at P _____________ per installment except for the thresher.
b) Should the VENDEE decide to purchse theresher/s, the same shall be payable in six (6) years in twelve (12) semi-annual installments at ______ PESOS (P___________) per installment.
c) First payment of the facilities shall be made on or before June 30, or on before December 31 as the case may be. Subsequent installment shall be due every six (6) months thereafter;
2. Failure to pay the installment as they fail due shall subject the VENDEE to a penalty of 12% per annum based on the installment due;
3. Rebate of 10% of the amortization shall however be granted to the VENDEE if payment is made one month before due date of June 30 or December 31 as the case may be.
4. Parties hereto agree that the VENDEE shall have the option to pay his obligations under this agreement in the form of palay. Valuation of the stocks, however, shall be based on the NFA procurement procedures and quality standards shall likewise be applicable.
III.
WITHDRAWAL OF THE FACILITIES:
VENDEE shall shoulder all expenses in the withdrawal from the NFA-MMO warehouse as well s the expenses necessary for the installation of the facilities at VENDEE's site, such as but not limited to laying of foundations, erection, and provisions for office dividers within the warehouse.
IV.
RESERVATION OF TITLE:
1, It is hereby/agreed and stipulated that ownership of the facility/ies shall remain with the VENDOR until after the facility/ies shall have been fully paid and after the corresponding Certificate of Ownership is issued by the VENDOR in favor of the VENDEE ;
2. It is further agreed and stipulated that during the period of playment, only the use and possession of the facility is deed conveyed to the VENDEE.
V.
EVENTS OF DEFAULT:
The VENDEE agrees that VENDOR shall have the right to terminate this Deed of Sale with Reservation of Title and to demand and collect alll amounts due and demandable including penalty already incurred, and to retrieve the facilities subject of this contract, upon the occurence of any of the following events:
1. Failure to pay two consecutive semi-annual payments;
2. Transfer of management, possession, control, use or operation of the facilities by VENDEE to third parties, any other organization or private individual;
3. Technical alteration of the facilities as determined by NFA without any previous clearance from VENDOR;
4. Dissolution of the organization or any serious organizational failure or break-up as determined by NFA; and
5. Violation of the terms and conditions of the contract, including but not limited to non-payment of penalty/ies and/or insurance premium.
It is understood that the VENDEE shall also be liable to the payment of liquidated damages in an amount equivalent to 25% of the outstanding obligations of the VENDEE.
It is agreed that all expenses incurred in connection with the pulling-out of the facilities including the transporting of the same to the nearest NFA Grains Center/Provincial Office shall be chargeable to the VENDEE.
It is further agred that in the event of default, VENDOR shall likewise have the option to effect payment of the obligations of the VENDEE out of whatever funds securities and properties belonging to the VENDEE which funds/securities/properties may be in the possession or control of the VENDOR, including the accumulated Cooperative Incentive Fees (CIF).
VI.
OTHER CONDITIONS:
1. immediately upon installation of stationary facilities and/or delivery to the site of portable facilities, the VENDEE shall secure the necessary license/licenses to engage in the appropriate line of business from the NFA Provincial Office.
2. The post-harvest facility/ies shall be operated and maintained by the VENDEE only for the purpose it was applied for and released, and udner no circumstances shall any of its part or accessory be used for any other purpose without prior written consent from NFA;
3. The VENDEE shall shoulder all costs for the proper operation and maintenance of the post-harvest facility/ies;
4. The VENDEE shall, at his own expense, provide a shelter/shed to house the ricemill/drier/thresher (in case the same is/are availed of separately from a warehouse) in accordance with the minimum of the plans and specifications of NFA;
5. The VENDEE shall be liable for losses or damages that may be incurred while the facilities are in transit or in the custody of the VENDEE.
6. Upon notarization of the contract, the VENDEE shall insure thru GRAINSCOR the facility/ies against loss or damage due to fire, theft or any natural calamity, at an amount equivalent to the value of the facility but not less than the outstanding balance of the VENDEE. Portable warehouses, however, shall only be incured against fire and any natural calamity.
Should the VENDEE decide to purchase a thresher and/or portable ricemill which he will not install permanently, he shall instead secure an equipment floater insurance.
Failure of the VENDEE to secure the necessary insurance shall give right to NFA to prohibit the VENDEE from withdrawing the facility.
The first insurance coverage of the facilities shall commence upon withdrawal of the facilities and shall include insurance against loss or damage due to fire, theft or any natural calamity while the facilities are in transit from the NFA-MMO depository warehouse up to their delivery to the VENDEE's site.
Said insurance shall be renewed every year for as long as the ownership of the same facility but not less than the outstanding balance of the VENDEE. Portable warehouses, however, shall only be insured against fire and any natural calamity.
Should the VENDEE decide to purchase a thresher and/or portable ricemill which he will not install permanently, he shall instead secure an equipment floater insurance.
Failure of the VENDEE to secure the necessary insurance shall give right to NFA to prohibit the VENDEE from withdrawing the facility.
The first insurance coverage of the facilities shall commence upon withdrawal of the facilities and shall include insurance against loss or damage due to fire, theft or any natural calamity while the facilities are in transit from the NFA-MMO depository warehouse up to their delivery to the VENDEE's site.
Said insurance shall be renewed every year for as long as the ownership of the same has not yet been transferred to VENDEE. In case of failure of the VENDEE to renew the insurance upon its expiration, VENDOR may renew the insurance subject to payment by VENDEE of the corresponding premium and other costs of insurance.
Failure by the VENDEE to pay the premium and other cost of insurance within 5 days from execution thereof shall entitle VENDOR to collect and interest charge of 1.5% per month or fraction thereof on the premium and other costs of insurance.
7. The NFA or its authorized representative has the right to inspect the facility/ies as any reasonable time without prior notice to the VENDEE, and to conduct periodic technical an financial audit relative to the facilities;
8. No action or inaction on the part of NFA or its duly authorized representative/s and of the VENDEE shall be considered as a waiver or novation of this Deed of Sale with Reservation of Title insofar as rights and obligations are concerned, unless such waiver or novation is explicitly made in writing and agreed upon by the parties herein;
9. VENDEE warrants that its signatory tothis Agreement has the full capacity and authority to execute this Deed of Sale with Reservation of Title as well as to bind the cooperative/corporation he/she represents;
10. VENDEE undertakes to send its officers to attend NFA training of the facilities to be granted.
VII.
VENUE OF ACTION
:
The venue of action arising out of this Deed of Sale with Reservation of Title shall be i any of the competent courts of Quezon City.
IN WITNESS WHEREOF
, the parties herein sign this Deed of Sale with Reservation of Title this ________ day of ________________ Philippines.
NATIONAL FOOD AUTHORITY
BY:
BY:
PELAYO J. GABALDON
___________________________
Administrator
___________________________
Co-Maker
SIGNED IN THE PRESENCE OF:
______________________________ ________________________________
A C K N O W L E D G E M E N T
REPUBLIC OF THE PHILIPPINES) S.S.
QUEZON CITY
x- - - - - - - - - - - - - - - - - - - - - - - - - -x
BEFORE ME
, a Notary Public for and in ______________________, Philippines, this _____
day of _______________________, 19______, personally appeared:
NAME RES. CERT. DATE/PLACE ISSUED
_________________________ __________________ __________________
_________________________ __________________ __________________
_________________________ __________________ __________________
_________________________ __________________ __________________
known to me to be the same persons who executed the foregoing Deed of Sale with Reservation of Title consisting of six (6) pages including this page on which the acknowledgment is written, signed by the parties and their instrumental witnesses on each and every page hereof, and they acknowledged the same to be their free and voluntary act and deed as well as those of the entities represented.
WITNESS MY HAND AND SEAL
on the date and place above-written.
NOTARY PUBLIC
Doc. No. ______
Page No. ______
Book No. ______
Series of 19 ____