DESIGN PURCHASE CONTRACT
DESIGN PURCHASE CONTRACT
TThis Design Purchase Contract (the "Contract") is entered into as of the 1st day of January 2023 by and between:
Designer:EM & A ARCHITECTURAL CONSULTANCY, a registered company located at Room D, 2nd Floor, Plaza Victoria Building, Sto. Rosario Street, Angeles City, Philippines, represented by its authorized representative, hereinafter referred to as the "Contractor"; and
Client:Juan Dela Cruz
Address:Sto Domingo
City:Angeles City
Country:Philippines
hereinafter referred to as the "Client".
The Contractor and Client may be referred to in this Agreement individually as a "Party" and collectively as the "Parties".
PROJECT PACKAGE CONTRACT
The Contractor hereby agrees to provide a project package to the Client, and the Client hereby agrees to purchase the project package from the Contractor (the "Transaction"). The Contractor must deliver all project materials as agreed upon.
Contract Price. The purchase price for the Project Package is $__________ (the "Purchase Price"), payable by the Client as follows:
Upon signing of the Agreement, a deposit of $__________ (the "Deposit") is required, which is acknowledged to be received and held in accordance with the Agreement. The Deposit will be applied towards the Purchase Price during the Closing.
Unless stated otherwise in the Agreement, all payments must be made in a way that provides immediately available proceeds to the Contractor. Payment can be made using any of the following methods:
Disclosures: The Contractor is responsible for providing the Client with all requisite disclosures and signed disclosure forms mandated by law in both countries involved.
Deadline:The Deadline for the Design Package (the “Deadline”) is fixed for _______________, 20, unless mutually agreed upon otherwise by both Parties. The Client retains the right to give final approval to the Design Package before the Deadline.
Risk of Loss: The Contractor assumes the loss of business due to the delay in the delivery of the project on time. In the event of a delay, the Contractor will be held accountable for .5% of the delay cost.
Client’s Lien. All payments made towards this Agreement and reasonable expenses related to the examination of the title will be deemed a lien upon the Property. However, this lien will not be continued after default by the Client under this Agreement.
Condition of Property: The Client acknowledges that the Property is being procured in "AS IS" condition during the final inspection. The Contractor undertakes to ensure that the Property remains in the same condition on the Closing date as it was during the Client's final inspection.
Taxes: Any delinquent real property taxes and adjustments shall be paid at the Closing from funds due to the Contractor. Any non-delinquent real property taxes and adjustments, if applicable, shall be apportioned pro rata on an accrual basis.
Default: In the event of a default by the Client, the Contractor shall be entitled to forfeit the Deposit as liquidated damages, which shall be the sole and exclusive remedy available to the Contractor. In the event of a default by the Contractor, the Deposit shall be refunded to the Client, and the Client may take legal action to seek all available remedies in law or equity.
Bankruptcy: If a bankruptcy petition is filed against the Contractor under any Bankruptcy Code between the signing of this Agreement and the Closing, this Agreement shall be terminated, and the Client shall be entitled to a refund of all sums paid under this Agreement.
Litigation: Unless expressly provided otherwise in this Agreement, in the event of any litigation brought in law or equity to enforce any significant provision of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and court costs from the other Party.
Governing Law: The terms of this Agreement shall be governed and construed in accordance with the laws of the State of _________________, without regard to its conflicts of law provisions.
Dispute Resolution: Any dispute arising from this Agreement shall be resolved through one of the following methods (check one):
Dispute Resolution: The Parties agree to attempt to resolve any dispute arising from this Agreement through mediation, conducted by a mutually agreed-upon mediator. If the dispute cannot be resolved through mediation, then the dispute shall be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.
Notices:Any notice or communication required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, or when sent by certified or registered mail, return receipt requested, or by overnight courier service to the address provided above, or to such other address as either Party may specify in writing.
Assignment: This Agreement and Client's rights under this Agreement may not be assigned or transferred without the express written consent of Contractor.
Amendment: This Agreement may only be amended or modified by a written agreement signed by all Parties.
Waiver: TNo waiver by either Party of any provision or condition of this Agreement or any breach thereof, in any one instance, shall be deemed to be or construed as a further or continuing waiver of such provision or condition, or of any other provision or condition of this Agreement or any subsequent breach thereof.
Binding Effect: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, heirs, executors, administrators, successors, and permitted assigns.
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, and all of which together shall constitute one and the same document.
Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal, and enforceable as though the invalid, illegal, or unenforceable provisions had not been included in this Agreement.
Headings. The section headings in this Agreement are provided solely for convenience and reference purposes and shall not in any way affect the meaning, construction, or interpretation of any provision contained herein.
Entire Agreement. This Agreement represents the entire understanding between the Parties and supersedes and cancels all previous agreements, whether oral or written, between the Parties regarding the subject matter herein.