A. GENERAL TERMS AND CONDITIONS
A.1 I/We accept that Bank of the Philippine Islands (BPI) and or its subsidiaries (hereinafter referred to as the “Bank”) make neither a commitment nor a guaranty to approve/accept this bid or any bid. This bid is understood to be subject to the final approval of its appropriate approving committees.
A.1.1 The highest valid bidder will be confirmed via email by the bank sales officer.
A.1.2. The confirmed bidder shall be required to submit a 10% Bid Deposit via Manager’s Check and submit all required documents within 10 days from the date of formal notification per A.1.1.
Final approval of the confirmed and valid bid will then be secured from its appropriate approving committees.
A.1.3 In case my/our bid 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 The Bank of the Philippine Islands is the owner of the Club Share
A.2.2 that, to the best of its knowledge, the Bank, is not aware of any liens affecting the Club Share.
A.2.3 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 PROPERTY
B.1. 10% Bid Deposit
It is understood that the 10% Bid Deposit (per A.1.2) shall form part of the approved Bid/Purchase Price.
B.2. Cash Sale
B.2.1. I/We shall pay the full 90% balance of the approved Bid/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 Bid/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. Cash Sale - I/We hereby agree that turnover of Club Share shall be scheduled ten (10) calendar 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 Bank of the Philippine Islands shall bear, as and when due: (1) the corresponding creditable withholding tax/capital gains tax (CWT/CGT) computed based on the approved Bid 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 Bank of the Philippine Islands 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 as winning bidder 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 selection of the highest bid is subject to approval by the Bank’s approving Committee and that it is the sole prerogative of the Bank to approve or reject a bid. 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 bid, 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.
G. BID TERMS OF REFERENCE
G. 1 Definition of Terms
a. Highest Bid is the highest amount of offers received by the Bank for the purchase of the Club Share.
b. Valid Bid a bid duly received within the prescribed bidding period completely filled out with bid-offer not lower than the minimum bid price, and duly validated by the Bank.
H. No bid below the minimum bid price shall be accepted.
I. The sale is subject to the terms and conditions specified under Sections A to E above.
J. All offers/bids will only be accepted through the online submission form within the prescribed period.
Corporate bidders must indicate the company name and the complete details of its authorized representative on the online submission form.
K. On top of the signed Bid 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 ten (10) 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 unit/s to the next valid buyer.
L. Opening of bids will be in the presence of a BPI auditor and if present, the Bidders or their authorized signatory/ies / representative/s.
M. In case of a declaration of a non-working holiday or due to any fortuitous event, the holding of the bid opening shall be canceled. The opening of the bids shall then be moved to the next banking day (same time and venue).
N. Immediately after all bids are opened, the highest valid bid will be recommended by the Bank to its appropriate approving committees for final approval.
O. In case of a tie, the following steps shall be considered:
a. A bidding among highest tie bidders shall be conducted the next banking day with the tied bid amount as the minimum bid price and bidders shall submit online their new Bid until exactly 12:00 noon (Philippine Standard Time) on the prescribed date.
b. The sealed bids will be opened on the prescribed date and time in the presence of a BPI auditor and if present, the Bidder/s or their authorized signatory/ies / representative/s. The highest valid bid will be declared the winner.
P. The Bank reserves the right to withdraw the foregoing Club Share at its discretion at any given time.
Q. 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.
R. The Bank's decision as regards this bid shall be final and binding to all parties