Commercial Property Purchase Contract Template for Philippines

The Commercial Property Purchase Contract is a vital legal instrument used in Philippine real estate transactions for the acquisition of commercial properties. This document is essential when businesses or individuals seek to purchase commercial real estate in the Philippines, whether for investment, business operations, or development purposes. It must comply with Philippine property laws, including the Civil Code, Property Registration Decree, and Local Government Code. The contract covers crucial elements such as property description, purchase price, payment terms, conditions precedent, warranties, and closing requirements. It also addresses specific Philippine requirements like tax certificates, environmental compliance, and foreign ownership restrictions where applicable. This document serves as the primary agreement governing the rights and obligations of both buyer and seller throughout the property transfer process.

1. Parties: Identification of the Seller and Buyer, including complete legal names, addresses, and tax identification numbers as required by Philippine law

2. Background: Context of the transaction, including brief description of the property and parties' intention to enter into the purchase agreement

3. Definitions: Definitions of key terms used throughout the agreement, including technical and legal terms specific to Philippine real estate law

4. Property Description: Detailed description of the commercial property, including exact location, boundaries, and title details as registered with the Register of Deeds

5. Purchase Price: Specified purchase price, payment terms, and method of payment, including any escrow arrangements

6. Payment Terms: Detailed breakdown of payment schedule, deposits, and final payment arrangements

7. Conditions Precedent: Conditions that must be satisfied before the sale becomes binding, including due diligence requirements

8. Representations and Warranties: Seller's representations regarding property ownership, encumbrances, and compliance with laws; Buyer's warranties regarding financial capacity

9. Closing and Transfer of Title: Process and requirements for closing the sale and transferring property title

10. Taxes and Expenses: Allocation of transfer taxes, registration fees, and other transaction costs

11. Risk and Insurance: Transfer of risk and insurance requirements during the transition period

12. Default and Remedies: Consequences of default by either party and available remedies

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

14. Notices: Process for serving formal notices between parties

15. Execution: Formal signing requirements and execution clause