Arcide, Reynil C.

CONTRACT OF SALE OF VESSEL

KNOW ALL MEN BY THESE PRESENTS:

I,MR. ROEL D. TEVES Filipino, of legal age, single with residence and post
office address at Brgy. Tinago, Dumaguete City, for and in consideration of the
sum of thirty million pesos (P 30,000,000), Philippine currency, to me in hand paid
by, MR. JOSE DEGAMO, Filipino, of legal age, single, with residence and posit
office address at Manila City, Philippines, do hereby SELL, TRANSFER and
CONVEY unto the said MR. JOSE DEGAMO, his heirs and assigns, the
following vessel, described as follows, to wit:
Built: Japan
Call sign: 2U4O0
202MDJAD5252

Place of Registration: Manila City

Register
tonnage:

Register number: 0282930

On the following conditions: my title thereto being evidenced by Certificate of
Ownership No. 1234567, dated October 23,2012, issued by Collector of Customs.
1. DEPOSIT
As a security for the correct fulfillment of this contract, the buyer shall pay a
deposit of 10%-ten percent- of the Purchase Money within 30 days from the date
of this agreement. This amount shall be deposited with Development Bank of the
Philippines, Dumaguete Branch, Negros Oriental to be held by the seller and buyer
in joint account. Any fee charged for holding said deposit shall be borne equally by
both parties.
2. PLACE AND TIME OF DELIVERY
The vessel shall be delivered and taken over in Dumaguete City, Negros
Oriental Philippines.

The sellers shall keep the buyer well posted about the vessels itinerary and
estimated time of place of dry docking.
Should the vessel become a total loss before delivery the deposit shall immediately
be released to the buyer and the contract thereafter considered null and void.
The seller shall deliver the vessel to the buyer with everything belonging to her on
board and on shore. All spareparts and spare equipments including spare tail-end
shafts and spare propellers and other navigational equipments, if any, belonging to
the vessel at the time of inspection, used or unused, whether on board or not shall
become the buyers property.
3. OWNERSHIP
Ownership of the vessel does not transfer to the Purchaser until confirmation of
payment.
4. ACKNOWLEDGMENT
The s acknowledges that the vessel is second hand and that the Vendor does
not warrant it to be of any particular quality or fitness of purpose and the Purchaser
has entered into this Agreement without relying on any representation or warranty
given by the Vendor or the Vendors Agent (other than those expressed in this
Agreement) and the Purchaser has relied on his/her own inspection (and Surveyors,
if appropriate).
5. SURVEY
The Vendor when required by the seller shall place the Vessel at the Vendors
risk and expense on the hard for survey purposes. The seller shall arrange for a
survey of the Vessel by a recognized Marine Surveyor at the sellers expense such
survey to be carried out within fourteen days of the signing of this Agreement by
both parties. If the Survey finds the Vessel to be seriously defective or unsound the
seller shall within seven days of his receiving the Surveyors report give a copy to
the seller and the buyer may cancel this Agreement or notify the seller in writing
requiring the seller to remedy any serious defect or unsoundness so found. If the
Purchaser makes a requirement of the seller the seller shall have the option either
to remedy the defect or to cancel this Agreement.

If the seller or buyer elects to cancel this Agreement then they shall give
written notice to the other party within seven days of the seller receiving a copy of
the report. In that event, any deposit paid shall be refunded to the buyer without
deduction and neither party shall have any right or claim against the other.
The seller shall not be liable to remedy any defect or unsoundness in the
vessel in any of the following events:
(a) If the survey is not carried out within fourteen days of the signing of this
Agreement by both parties, or
(b) If within seven days of the buyer receiving the report from the Surveyor the
buyer fails to give to the vendor a copy of the report and to require that any defect
or unsoundness be remedied, or
(c) If the buyer takes possession of the vessel before giving a copy of the report to
the seller, or
(d) If the defect or unsoundness is not located by the survey, or
(e) If the seller has disclosed the defect or unsoundness to the buyer prior to this
Agreement being signed by the buyer.
7. SEA TRIAL
This Agreement is conditional upon a trial of the vessel and her gear being to
the satisfaction of the Purchaser. The Vendor and the Purchaser shall forthwith
upon signing of this Agreement by both parties appoint a day and time for the trial,
such a day not to be more than fourteen days after the said signing. If the sea trial
is not carried out within twenty days of the said signing, time being of the essence,
then this condition shall be deemed to be satisfied. If upon trial the Purchaser is not
satisfied with the vessel and her gear the Purchaser shall give written notice to the
Vendor within two days of the trial that the Purchaser is not satisfied whereupon
this Agreement shall be canceled and any deposit paid shall be refunded in full to
the Purchaser without deduction and neither party shall have any right or claim
against the other.
8. RISK
The vessel and all her gear shall be at the sole risk of the Vendor until
settlement date. PENDING settlement the Vendor may continue to use the vessel
and all gear at the Vendors own risk.
9. PRIOR CHARGES.
The Vendor shall pay all outstanding maintenance, mooring, slipping and
storage charges for the vessel incurred up to the settlement date.

10. ENCUMBRANCES
The sellers warrant that the vessel, at the time of delivery, is free from all
encumbrances and maritime liens or any other debts whatsoever. Should any
claims which have been incurred prior to the time of delivery be made against the
vessel, the seller shall undertake to indemnify the buyers against all consequences
of such claims.
11. TAXES ETC.
Any taxes, fees and expenses connected with the purchase and registration
of the buyers flag shall be for the buyers account whereas similar charges
connected with the closing of the sellers register shall be for the sellers account.
12. CONDITIONS ON DELIVERY
The vessel with everything belonging to it shall be at the sellers risk and
expenses until it is delivered to the buyer, but subject to the conditions of this
contract, it shall be delivered and taken over as it is at that time of inspection, fair,
wear and tear excepted.
13. NAME AND MARKINGS
Upon delivery the seller shall undertake to change the name vessel and alter
funnel markings.
14. SELLERS DEFAULT
If the seller fail to execute a legal transfer or to deliver the vessel with
everything belonging to her in the manner and within the time specified above, the
buyer shall have the same right to cancel this contract in which case the deposit in
full shall be returned to the buyer together with the interest at the rate of 10 percent
per annum. The seller shall make due compensation for the losses caused to the
buyer by the failure execute a legal transfer or to deliver the vessel in the manner
and within the time specified above, if such are due to the proven negligence of the
seller.

If any dispute should arise in connection with the interpretation and

fulfillment contract, same shall be decided by the arbitration in the city of
Dumaguete, Negros Oriental.
15. REMEDIES ON DEFAULT.
If the buyer fails to settle the purchase on the settlement date, and following
written notice to settle within seven days of settlement date, the Vendor may at the
Vendors option without prejudice to any other rights or remedies available to
him/her at law or in equity:
(a) Cancel this Agreement in which case he/she may pursue all or any of the
following remedies, namely:
a. Forfeit and retain for his/her own benefit the deposit paid by the Purchaser (less
brokerage commission on the purchase price) but not exceeding in all 10% of the
purchase price.
(ii) Sue the Purchaser for damages but in that event the Vendor shall be required to
give credit for any deposit, less brokerage commission, retained by the Vendor.
(iii) Re-sell the vessel whether by auction or by private contract and either for cash
or on credit and upon such other terms and conditions as he/she may think proper
with power to vary any contract for sale, buy in at auction and re-sell. If on any
bona fide re-sale contracted within one year from the date of the Vendors
cancellation the Vendor incurs a loss, the Purchaser shall pay to the Vendor as
damages the amount of the loss which may include interest at 17 per centum per
annum from the settlement date to the date of the Vendors cancellation and all
costs and expenses reasonably incurred in any re-sale or attempted re-sale. On any
re-sale the Vendor shall give credit for any deposit, less brokerage commission, and
any money paid on account of the purchase price but the Vendor shall retain any
surplus money.
13. OWNERSHIP AND UNDERTAKING GUARANTEE OF CLEAR
TITLE
The seller is the sole legal owner of the vessel and the vessel and all her gear
mentioned in the inventory and specification attached will be passed to the buyer
on settlement free from any mortgage, instrument by way of security or any other
charge or encumbrance whatsoever. The Seller warrants as described:

IN WITNESS WHEREOF,I have here unto set my hands this day of 9 th

November, 2014, in Dumaguete City, Philippines.
MR. JOSE DEGAMO
(Vendor)

Signed in the presence of:

ROWTIR JOHN BAKIRIGO
MARIA SHIELA YBIO
ACKNOWLDEGEMENT
REPUBLIC OF THE PHILIPPINES
PROVINCE OF NEGROS ORIENTAL )

SS

CITY OF DUMAGUETE
BEFORE ME , this 9th day of November, 2014, in the City of Dumaguete, Province of
Negros Oriental, Philippines, personally appeared
IN WITNESS WHEREOF, I have hereunto set my hand, the day, year, and lace above
written.
ATTY. JUAN DE LA CRUZ
Notary Public

SUBSCRIBED AND SWORN TO BEFORE ME, a notary public in and

for Tanjay City, Negros Oriental this 11th day of November 2014. Affiant
personally came and appeared with Competent Evidence of Identity issued by the
National Statistics Office on October 12, 2014 at Dumaguete City Philippines,
bearing his photograph and signature, known to me as the same person who
personally signed the foregoing instrument before me and avowed under penalty of
law to the whole truth of the contents of said instrument.
ATTY. REYNIL C. ARCIDE
Affiant
Doc. No. 231
Page No. 21
Book No. 231
Series of 2014

Commission Serial No. 1234333

Notary Public for: Tanjay City, Negros Oriental
Until December 31, 2014
Office: Magallanes St. Tanjay City, Negros Oriental
Roll No. 102803
IBP Lifetime Roll No. 64824; __12/06/2012 ; Negros Oriental
PTR No. 1234222; 12/06/2012: Negros Oriental
MCLE Compliance Cert. No. 123-5473; 10/04/2012