A. GENERAL TERMS AND CONDITIONS
- A.1. I/We accept that Bank of the Philippine Islands (BPI) (hereinafter referred to as the “Bank”) and or Ayala Plans Inc. make neither a commitment nor a guaranty to approve/accept this offer or any offer. This offer is understood to be subject to the final approval of its appropriate approving committees.
- A.1.1. A valid offer will be notified via email by the Bank sales officer based on First-come, First-served.
- A.1.2. Upon notice of the Bank sales officer, and the buyer shall submit all required documents within five (5) banking days from the date of formal notification per A.1.1.
- A.1.3. Should the confirmed offeror fail to submit the required documents above or fails to notify the Bank to confirm the purchase, or not push through with the purchase of the property for any other reason during the five (5) banking days period from notice, the offer shall be deemed withdrawn. Final approval of the offer will then be secured from its appropriate approving committees.
- A.1.4. In case the offer is approved, a Letter Advice (the “LA”) signed by its duly authorized representative and containing such other terms for the sale of the Club Share, shall be sent to us through email or registered mailing address indicated on the submitted Buyer’s Information Sheet (BIS) serving as the official means of communication.
- A.2. I/We hereby acknowledge and conform to the following representations and warranties of the Bank in connection with this sale:
- A.2.1. that the Bank is the Fund Manager of the Club Share;
- A.2.2. that Ayala Plans, Inc. is the owner of the Club Share;
- A.2.3. that, to the best of its knowledge, the Bank, is not aware of any liens affecting the Club Share.
- A.2.4. that the Bank does not give or is not deemed to have given any other representations or warranties to me/us as regards the Club Share, any provisions of law to the contrary notwithstanding, and
- A.3. I/We hereby confirm and acknowledge the following with respect to the Club Share:
- A.3.1. That the Club Share is sold hereby on an “AS IS-WHERE IS” basis and no liability in any form or shape shall lie against the Bank in cases of hidden defects or any other lien involving the Club Share.
- A.3.2. I/We have made reasonable due diligence on the Club Share and are satisfied therewith in all respects.
- A.3.3. I/We agree not to hold the Bank liable for any and all losses, damages or liabilities arising from this sale, including any arrears in the payment of appropriate/applicable taxes, charges, and/or penalties, if any, on the Club Share and forever discharges the Bank from any and all said loss, damage, or liability. I/We agree that any and all of the items listed in Section A.3.1 and A.3.2 above shall not be considered as grounds for rescission or cancellation of the sale of the Club Share and/or any action for damages against the Bank.
- A.4. I/We hereby agree that this sale transaction is a DIRECT SALE only.
- A.5. I/We hereby agree to abide by such other terms and conditions as may be laid down by the Bank from time to time.
B. TERMS OF PAYMENT, DOCUMENTATION, AND TURNOVER OF CLUB SHARE CERTIFICATE
- B.1. 10% Earnest Money. It is understood that the 10% Earnest Moneyshall form part of the approved Offer/Purchase Price. It shall be collected within seven (7) banking days upon approval of the Offer.
- B.2. Cash Sale
- B.2.1. I/We shall pay the full 90% balance of the approved Offer/Purchase Price in cash/manager’s check including all taxes, fees, and incidental expenses under Section C.2. within the prescribed due date indicated on the Letter Advice.
- B.2.2. The Deed of Absolute Sale shall be executed only upon full payment (cleared checks) of the approved Offer/Purchase Price, payment for all taxes, fees, and incidental expenses under Section C.2. and compliance with the Conditions of Sale.
- B.3. Turnover of Club Share
- B.3.1. I/We hereby agree that turnover of Club Share Certificate shall be scheduled ten (10) banking days after the clearing of the check received as full payment of the Purchase Price.
C. TAXES/EXPENSES AND TRANSFER OF TITLE/OWNERSHIP
- C.1. Ayala Plans, Inc. shall bear, as and when due: (1) the corresponding creditable withholding tax/capital gains tax (CWT/CGT) computed based on the approved Offer Price/Purchase Price; and (2) all appropriate/applicable taxes and other assessments on the Club Share until the originally scheduled full payment date for the Club Share.
- C.2. I/We shall exclusively shoulder: (1) all applicable taxes and fees such as documentary stamps tax (DST), donor’s tax (if, any), value-added tax (if any), transfer tax, CAR processing fee, notarial fee, DST on notarized documents; (2) all expenses for the cancellation of the Club Share Certificate in the name of Ayala Plans, Inc. and all other fees such as certification fee, notarial fee, registration fees, pro-rated membership dues (if applicable), entrance and transfer fees for the issuance of new Club Share Certificate , unto and in my/our favor.
- C.3. I/We am/are not allowed to assign my/our rights for the purchase of the Club Share to another party.
D. I/We hereby agree to abide by such other terms and conditions for the purchase of the Club Share as may be laid down by the Bank from time to time.
E. I/We fully understand that offers on a First-come, First-served is subject to approval by the Bank’s approving Committee and that it is the sole prerogative of the Bank to approve or reject an offer. In the event of disapproval, the Bank has no obligation to provide the reason for such decision, and it reserves the right, at its sole discretion, to cancel the offer, to sell the property to third persons (or otherwise), and/or to do such act or thing as it deems appropriate with respect to the Club Share. I/We hereby agree to hold the Bank, their respective directors, officers, employees, representatives, and agents, free and harmless from any and all liability or damages or costs arising from or in connection with, the exercise by the Bank of its rights and/or prerogatives under this Section E.
F. TERMS OF REFERENCE
- F. 1 Definition of Terms
- F.1.1. First-come, First-served is the order by which valid offer/s are received by the Bank for the purchase of the Club Share.
- F.1.2. Valid Offer an offer received by the Bank which is equal or higher than the advertised selling price of the Club Share.
G. Offer/s below the advertised selling price will not be considered for processing.
H. The sale is subject to the terms and conditions specified under Sections A to E above.
I. All offers will only be accepted through the online submission form.
Offers from corporation/s must indicate the company name and the complete details of its authorized representative on the online submission form.
J. On top of the signed Offer Form, Buyer’s Information Sheet/s and valid identification card/s, individual buyers and their spouses will be asked to provide at least any two (2) of the following documents prior to payment (no submitted requirements means no payment) within five (5) banking days from date of notice prior to payment. Failure to provide these documents within the given period will mean non-compliance and the offer shall be deemed forfeited and the Bank will be free to award the Club share to the next valid buyer.
- BIR Form 2316
- updated Mayor’s/ Business permit
- BIR Form 1701
- Bank Certificate
- Pension Documents (SSS or GSIS)
- CORPORATION (all documents are required)
- SEC Registration
- Articles of Incorporation and By-Laws
- updated GIS and AFS
- Notarized CorSec Certificate/ Board Resolution specific to the purchase of the unit/s and authorizing a signatory.
Additional documents might be required in compliance with bank and regulatory policies.
K. The Bank reserves the right to withdraw the foregoing Club Share at its discretion at any given time.
L. The Bank reserves the right (a) to reject any and all offers at its sole discretion, (b) waive any defects or non-compliance with formal requirements on the offers received and (c) accept the offer most advantageous to the Bank. The Bank, however, does not guarantee that any award shall be made. The decision of the Bank as regards these matters is final, conclusive and binding on all parties.
M. The Bank's decision as regards this offer shall be final and binding to all parties.