LIVINGWATER SYSTEM, INC.

W8B, CCMC Compound, VFP Industrial Area, Veterans Center, Taguig City
Tel. Nos.: 986-5643 / 837-8415

CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This agreement made and entered into this 5th day of April 2016 at Taguig City, Philippines by and between:

Livingwater System, Inc., a corporation established and existing under the laws of the Republic of the Philippines,
with business office at W8B, CCMC Compound, VFP Industrial Area, Veterans Center, Taguig City, represented herein by
BELYNE B. PRADES

its President and CEO, BELYNE B. PRADES and referred to hereinafter as the “SELLER”.

- AND -
JOSE B. SOLANO JR., of legal age, Filipino, resident of, B8 L16 Ph1 Ilang-Ilang St., Elvinda Vill. San Pedro,
Laguna, doing business under the name and style of WATER MARKET” with business address at B8 L16 Ph1 Ilang-Ilang
St., Elvinda Vill. San Pedro, Laguna Referred to hereinafter as the “BUYER”;

WITNESSETH:
WHEREAS, the SELLER is the absolute owner of One (1) set of 2K Series Trio with 24 Stages Standard Automatic Setup
more particularly described below, and referred to hereinafter as the “SYSTEM”:
 One (1) lot Storage Tanks and Pumping Module c/w the following components:
o 1 Set Vertical Type Stainless Steel Tank. 1000 liters (Raw)
o 1 Set Verical Type Stainless Steel Tank . 500 liters (Product)
o 1 Set Raw Water pump c/w pressure gauge, liquid level switch, Fuzzy Logic Pump Controller w/
pressure switch. Material: SUS304.
o 1 Set Product Water pump c/w pressure gauge, liquid level switch, Fuzzy Logic Pump Controller w/
pressure switch. Material: SUS304.

 One (1) lot Media Pre-Filtration c/w the following components:

o 1 Set Pressure Type Activated Carbon Filter (FRP Φ13”XH54”) w/ Programmable Automatic Multi-
Port Valve.
o 1 Set Pressure Type Dual Media Filter (FRP Φ13”XH54”) w/ Programmable Automatic Multi-Port
Valve.
o 1 Set Pressure Type Ion Exchanger/Water Conditioner (FRP Φ13”XH54”) w/ Programmable
Automatic Multi-Port Valve. Brine tank & initial load of Australian Salt.

 One (1) lot Brackish Water Reverse Osmosis Module c/w the following components:
o 1 Set High Pressure Centrifugal Pump: SUS304.
o 1 Set RO Vessel
o 1 Pc Reverse Osmosis Membrane
o 1 Set Inlet Valve: (0-10kg) 3/4”
o 1 Set Flush Valve: (15kg)
o Pressure Regulator: Size :1/2” ; Material ：SUS-304
o 1 Set Low Pressure Switch
o 2 Sets Flowmeter (Permeate & Reject)

 One (1) lot Cartridge Pre-Filtration Module c/w the following components:
o 2 Sets Filter Blue Housing 20” slim. Material:
o 2 Pcs Micro Filter 5MICRON 20” PP

 One (1) lot Cartridge Post-Filtration and Sterilization Module c/w the following components:
o 2 Sets Filter Blue Housing 20” slim. Material:
o 1 Pc Micro Filter 5MICRON 20” PP
o 1 Pc Carbon Block Cartridge 20”
o 1 Set Ultraviolet System 6GPM Ultraviolet Sterilizer. SUS304

 One (1) lot Product Water Dispensing and Washing c/w the following components:
o 3 Sets Gooseneck
o 1 Set Pressure Washer

 One (1) Lot Mechanical Skid. SUS 202 structure to house most of the major components.
JOSE B. SOLANO JR.

 One (1) Lot Interconnecting Pipeworks and Valves limited on the system only: UPVC ASTM-SCH40.

 One (1) Lot System Interconnecting Electrical Cables and system monitoring panel for RO Standard
Operation.

 One (1) Lot Mineral and Alkaline Post Filtration and Sterilization Module c/w the following components:
o 4 Sets Filter Blue Housing 10” slim. Material: SUS304
o 1 Pc Micro Filter 5MICRON 10” PP
o 1 Pc Carbon Block Cartridge 10”
o 1 Pc Ceramic Filter & Bio-Ceramic Filter 10” slim
o 1 Set Ultraviolet System 2GPM Ultraviolet Sterilizer. SUS304
 The following items are excluded and are necessary to complete the installation and commissioning of the
SYSTEM
o Delivery and transportation charges outside Metro Manila.
o Fare and lodging of the Technicians, normally 2 technicians.
o All civil works required for the SYSTEM.
o Any items not specified in this proposal.
o Provisions of single phase 220VAC, 60 Hz (fused) power outlets.
o All site wiring, conduit and cable supports outside of equipment supply.
 Livingwater System, Inc. Contract To Sell
W8B, CCMC Cmpd., VFP Ind’l. Area, Veterans Center, Taguig City Page 2 of 4

o Laboratory Tests through accredited water testing laboratory (i.e.: Periodical Laboratory test such as
micro analysis, physical and chemical Analysis.
o Water supply and inlet connection (i.e.: Deepwell installation if necessary for water supply)
o Open top floor drains adjacent to equipment.
o All consumable required after start-up and subsequent routine operation.
BELYNE B. PRADES

o Any additional work other than defined above would be at extra cost.

NOW, THEREFORE, for and in consideration of the foregoing, the SELLER agrees to sell the SYSTEM to the
BUYER subject to the following terms and conditions:
1. PURCHASE PRICE AND MODE OF PAYMENT
The purchase price of the Subject SYSTEM, inclusive of the interest thereon, of Three Hundred Twenty Three
Thousand Eight Hundred Eighty PESOS (Php323880.00), and shall be paid by the BUYER to the SELLER in accordance
with the following schedule of payment:
1.1 Down Payment of One Hundred Forty Three Thousand Nine Hundred Forty PESOS (Php143940.00),
payable in cash upon signing of this Contract to Sell;
1.2 Balance of One Hundred Seventy Nine Thousand Nine Hundred Forty PESOS (Php179940.00) should
be fully paid and cleared at least fifteen (15) days before the delivery of the equipment and subsequent
installation.
1.3 Price for SYSTEM specified herein are exclusive of all city taxes, including, without limitation, taxes on
manufacture, sales, receipts, gross income, occupation, use and similar taxes. BUYER agrees to pay
such taxes directly or to reimburse SELLER for all such taxes, whether imposed on BUYER required to
be collected by SELLER, or imposed on Goods or on BUYER in connection with this sale. Wherever
applicable, such tax or taxes shall be added to the invoice as a separate charge on invoiced separately.
BUYER agree to pay all personal property taxes that may be levied against SYSTEM after the date of
delivery.
2. DISHONOR OF CHEQUES (NOT APPLICABLE)
3. CANCELLATION AND ENFORCEMENT
In case of default in the payment of at least two (2) installments, (in which case all other installments shall be
immediately due and demandable), or in case of violation by the BUYER of any of the provisions in this Contract to Sell,
the SELLER shall have the right either:
a.) To cancel this Contract to Sell and forfeit all payments made by the BUYER (cancellation) or,
b.) To enforce the same, without prejudice to the recovery of any damages that may be caused by the BUYER to
the SELLER by reason of said default or violation (enforcement).
Cancellation shall be done by the SELLER in any of the following manner:
a.) By delivering a notice thereof to the BUYER, personally or through the latter’s employees, representatives or
those acting on behalf of the BUYER or,
b.) By sending said notice to the BUYER via registered mail or,
c.) By posting it at the door or gate of the last known residence or office of the BUYER or,
d.) By publishing it once in a newspaper of general circulation
In either case of cancellation or enforcement, the BUYER agrees to voluntarily, peacefully and extra-judicially
surrender the SYSTEM to the SELLER immediately upon demand. Exercise by the SELLER of any of its rights hereunder
extra-judicially shall not preclude the SELLER from instituting the appropriate civil, criminal and administrative cases
against the BUYER. For purpose of extra-judicial recovery or retrieval of the SYSTEM, the BUYER hereby expressly gives
his unconditional and irrevocable consent and authorization to the SELLER and any of the latter’s employees or
representatives to enter or break into or break out from, at any time and on any day, the premises of any house, office,
building, enclosure or owned, rented or occupied by the BUYER or any person acting on his behalf including individuals or
group related to him by consanguinity, affinity, business or friendship as well as corporations, associations and other
entities of which he is an officer, director, trustee, stockholder, member, employee or debtor. In addition, should the
SELLER be compelled to extra-judicially recover the SYSTEM, the BUYER agrees to pay the SELLER and any all
expenses incurred in recovering the SYSTEM. The performance, status and other circumstances of the SYSTEM as well
as all fortuitous events and force majeure shall not in any way extinguish, after or diminish the obligations of the BUYER
under this Contract to Sell.
4. DELIVERY AND INSTALLATION
a) The complete set of equipment shall be delivered and installed by the SELLER at least after fifteen (15)
days from full payment or as per advised by the BUYER.
b) That the electrical installations of the store shall be at the expense of the store Lessee or Owner.
c) That the meals of the Technician(s) who shall install the equipment shall be shouldered by the Buyer.
Additionally, a Buyer located outside of Metro Manila shall also shoulder a Seven Hundred Pesos (Php
700) lodging allowance per day for the installing Technician.
JOSE B. SOLANO JR.

d) That in the event a Buyer’s shop (outside of Metro Manila) is still unqualified and/or not yet ready for
installation until the day the Technicians arrived at the location for the primary purpose of conducting the
installation procedure, a One Thousand Pesos (Php 1,000) per diem shall be charged to the Buyer for
every single day consumed by the Technician(s) outside of the official three (3) to four (4) days
installation period.
e) That the actual expenses of the shipment of the equipment shall be charged to the Buyer.
f) That all machines for sea freight shipment using 2Go forwarder and the likes that requires crating, an
additional crating fee of Three Thousand Five Hundred Pesos Only (P 3,500) will be charged to the
client. (Not applicable for Machines delivered through trucking).
5. IMPROVEMENTS AND PERSONAL EFFECTS
The BUYER may introduce any improvement on the SYSTEM conformable with appropriate government
regulations for as long as there is no default in the payment of the purchase price or violation of any of the provisions
hereof. Such improvement should be consulted with the SELLER for approval. All such improvements introduced by the
BUYER and/or shall belong to the SELLER in case of cancellation or abandonment of the contract without need for any
reimbursement from the SELLER.
In case of re-possession or recovery of the SYSTEM, the SELLER shall not in any way responsible or liable to the
BUYER for any personal effect, chattel, tool, or any movable property left within the SYSTEM.
 Livingwater System, Inc. Contract To Sell
W8B, CCMC Cmpd., VFP Ind’l. Area, Veterans Center, Taguig City Page 3 of 4

6. WARRANTY AND MAINTENANCE

a) The SELLER warrants the system to be free from any defects in materials and workmanship under
normal use within the operating specifications as specified in the manual. The Warranty Period is One
(1) Year for Service Warranty and Six (6) Months on Parts Warranty from the date of the
installation/purchase.
b) If the BUYER made any minor or major repair, such as plumbing, electrical and other technicalities that
BELYNE B. PRADES

may occur or arise after the installation, without prior notice and/or knowledge of the company and/or
assistance of the installer or any company representative, the warranty of the said unit shall be NULL
and VOID.
c) The SELLER assumes no warranty liability in connection with the system other than specified herein.
d) Warranty does not apply to the following: a) Membrane cleaning; b) Mishandling, misuse, abuse,
neglect, improper voltage supply, accidental damage or damages caused by fire, flood, earthquake,
lightning or other natural or social calamity; c) Any alteration which affects the reliability of performance
of the unit or tampering or modification by anyone other than LIVINGWATER Service Facility; d)
Complaint or defect is not attributable to faulty manufacture, part or labor where unit is used or
transferred to another location.
e) That the supply of all consumable items and parts of the SYSTEM (i.e. filters, UV lamps, UV ballasts, UV
Quartz sleeve, solenoids, pressure gauges, pressure switches, media filters, industrial salt, reverse
osmosis membrane, ultrafiltration membrane, etc.) must be EXCLUSIVELY SUPPLIED by the SELLER
to ensure that the system runs on SELLER’s specification. The SELLER reserves the right to nullify the
warranty of the SYSTEM should the SELLER found out that the consumable items and spare parts are
supplied by other supplier.
f) That the SELLER shall repair or replace any parts of the machine with the exception of the cartridge
filters, ultra filtration membrane, ultraviolet lamps, jet spray, heat gun, indicator lights, ss ball valve and
other consumable items and spare parts. This excepted parts however, may be replaced if found to have
factory defects upon first use by the BUYER.
g) The SELLER shall carry-out routine quarterly check-up of the SYSTEM free of charge for a period of
One (1) year. Service is free however; transportation expenses (i.e. gas up/fare and toll fee) and other
incidental expenses such as board and lodging shall be charged to the BUYER. Php750.00 per service
will be implemented after the expiration of the contract.
h) Request of service are on-call and on first come-first serve bases except for some emergency cases
which would require the immediate attention and expertise of technician to prevent damage or cause any
undue hazard to any person or property.
i) Services not rendered by the SELLER due to unavailability of parts shall not hold the Supplier liable of
any implicit and explicit costs incurred by the BUYER .
j) The SELLER shall cause the repair within three (3) days from notice. Maintenance services or technical
support is available during normal OFFICE HOURS only from 8:00 AM to 6:00 PM. Exception applies
during official and national holidays.
k) LIVINGWATER shall have the right to change/modify any part of the system that shall improve its
efficiency and/or performance.
7. OPERATIONAL EXPENSES
All expenses incurred in the operation of the SYSTEM shall be for the account of the BUYER, including the
salaries and wages of those employed to operate and maintain the SYSTEM. It is understood that there is absolutely no
employer-employee relationship between the SELLER and the employees of the BUYER.
8. FREE AND HARMLESS CLAUSES
The BUYER shall render the SELLER free and harmless against any and all loss, damage, case or claim of any
person or entity in connection with or arising from the operation or non-operation of the SYSTEM by the BUYER, their
employees and third persons. Hence, all civil, criminal and administrative liabilities arising from the use or possession of
the SYSTEM shall be solidarily borne by the BUYER, their employees and third persons, notwithstanding the registered
owner of the SYSTEM is the SELLER.
9. PRE-TERMINATION AND ABANDONMENT
In the event that the BUYER abandon and/or terminate this Contract to Sell prior to full payment of said purchase
price, any and all amounts already paid by them, whether as down payment or installment, shall be forfeited in favor of the
SELLER by way of liquidated damages, and the SYSTEM shall be voluntarily surrendered by the BUYER to the SELLER.
Should the BUYER abandon or terminate this Contract to Sell without surrendering the SYSTEM to SELLER, the SELLER
shall be entitled, in addition to the automatic forfeiture of payments already made, to collect from the BUYER the remaining
balance of the purchase price as well as all damages and expenses arising from such action.
10. ADVANCEMENT OF PAYMENT (NOT APPLICABLE)
11. ASSIGNMENT OF RIGHTS and ENCUMBRANCE OF SYSTEM
The BUYER shall not assign his rights and interests under this Contract to Sell, or encumber/pledge/mortgage the
SYSTEM, without the prior written consent of the SELLER. On the other hand, the SELLER may assign all its rights and
JOSE B. SOLANO JR.

interest under this Contract to Sell even without the prior written consent of the BUYER.
12. REFUND OF PAYMENT BEFORE DELIVERY OF SYSTEM
All Refund against payment made shall be subject to 10% deduction based on the total package price.
13. SOLIDARY LIABILITY
In this case there are two or more co-buyers of the SYSTEM, it is expressly understood by them that all of their
obligations stated in and liabilities arising from this Contract to Sell are solidary in nature. Thus, the SELLER has the right
to demand from any of the buyer’s full performance of said obligations or full payment of said liabilities. The co-buyers
hereby expressly agree that they shall be represented by only one of them in the person of JOSE B. SOLANO JR. with
respect to all related transactions and matters after the signing of this Contact to Sell, until and unless this authority shall
be revoked subsequently. Any and all reference to the “BUYER” in this Contract to Sell shall also pertain to the co-buyers
of the SYSTEM.
In case the obligations of the BUYER and the CO-BUYER are secured by and surety, they shall likewise be
solidarily liable under this Contract to Sell.
14. ATTORNEY’S FEE AND LITIGATION EXPENSES
Should the SELLER be compelled to engage the services of an attorney to enforce its rights under this Contract
to Sell, the BUYER agree to pay the SELLER’s attorney’s fees equivalent to twenty percent (20%) of the amount involved
but in no case less than FIFTY THOUSAND PESOS (Php 50,000.00), whether or not a case is actually filed in court, in
addition to court fees and other expenses of litigation.
Livingwater System, Inc. Contract To Sell
W8B, CCMC Cmpd., VFP Ind’l. Area, Veterans Center, Taguig City Page 4 of 4

15. VENUE
It is expressly agreed by the SELLER and the BUYER that all cases arising from the Contract to Sell shall be filed
with the proper court in Taguig City or at the option of the VENDOR, to the exclusion of all other venues.
16. SEPARABILITY
The invalidity or unenforceability of a provision hereof shall not affect or impair the other provisions which
otherwise can be given full force and effect.
17. AMENDMENT
Upon signing by the parties, this Contract to Sell shall constitute and embody the entire and complete agreements
of this parties. No subsequent amendments hereto can be made unless upon mutual agreement of the parties in writing,
duly notarized by a notary public.
18. PARTIES BOUND
The covenants, terms and conditions contained herein shall apply to and bind the heirs, executors, administrators,
transferees, assignees, and successors-in-interests of all parties hereto.
19. CERTIFICATION
The BUYER hereby certify that they have fully read and understood each and all of the provisions of this Contract
to Sell. They affirm that, at the time their signatures were signatures were voluntarily affixed hereto, all blank spaces have
been correctly and completely filled up, and acknowledge receipt of a copy of this Contract to Sell. Should there be
typographical or clerical errors, which need to be corrected in this Contract to Sell and other related documents; the
SELLER is hereby authorized by the BUYER to make such corrections.

IN WITNESS WHEREOF, the parties have signed this Contract to Sell this 5th day of April 2016 at Taguig City,
Philippines:

LIVINGWATER SYSTEM, INC. JOSE B. SOLANO JR.

SELLER BUYER

By: BELYNE B. PRADES

President/CEO

SIGNED IN THE PRESENCE OF :

________ ______ ____________________________

(Printed Name & Signature Above) (Printed Name & Signature Above)

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

TAGUIG CITY ) SS.
-------

BEFORE ME, a Notary Public for and in the above jurisdiction, this 5th day of April 2016, personally appeared the
following persons with their Community Tax Certificates (CTC) and Government-issued Identification Card bearing their
photos and signatures.
Name CTC and I.D. No. Date and Place of Issue
BELYNE B. PRADES CTC No. 06455710 21 January 2016
In her capacity as PRESIDENT/CEO & authorized Taguig City
signatory of Livingwater System, Inc.

JOSE B. SOLANO JR.

Doing business under the name and style of
:WATER MARKET

All known to me to be the same persons who executed the foregoing instrument consisting of four (4) pages
inclusive of this page, and they acknowledged to me that the same is their free and voluntary act. BELYNE B. PRADES,
likewise acknowledged to me that the same their free and voluntary act of the corporations they represent.

IN WITNESS WHEREOF, I have hereunto set my hand and seal on the date and the place first above-written.
Doc. No. _________
Page No. _________
Book No._________
Series of 2016