Sales Contract No.

2023-SC-015

SALES AGREEMENT
This Sales Agreement (Agreement), made and entered into this __ day of __________ 2023, by and
between:

NPK MEDICAL TRADING, INC., a domestic corporation duly organized and

existing under and by virtue of the laws of the Philippines with the office
address Unit 301, 3rd Floor Elements Bldg. Quezon Avenue Quezon City,
herein represented by its Sales Director, MS. JOSEPHINE S. ACOSTA,
hereinafter referred to as “Seller”;
.-and-

DIVINE MERCY FOUNDATION OF URDANETA, INC., a domestic

corporation duly organized and existing under and by virtue of the laws of
the Philippines with address at 25 High School Drive San Vicente 2428 City
of Urdaneta Pangasinan, herein represented by its Hospital Administrator,
LEO D. TARECTECAN, M.D and its Medical Director, ANITA C.
TARECTECAN, M.D. by virtue of a Board Resolution, copy of which is
attached as Annex A, hereinafter referred to as the “Buyer”.

The “Seller” & the “Buyer” shall collectively be referred to as the “Parties”.

WHEREAS:

A. Seller is engaged in the sale of medical equipment such as but not limited to Ultrasound Machine.

B. Buyer is in need and willing to purchase Ultrasound Machine from the Seller, under the following
terms and conditions;

C. Seller is willing to sell to the Buyer Ultrasound Machine, under the following terms and conditions;

NOW THEREFORE, the Parties agree as follows:

1. The Product - Seller hereby sells, conveys and transfers to Buyer all rights, title and interest in and
unto the Ultrasound Machine, hereinafter referred to collectively as the Product, described as follows:

• One (1) set Ultrasound Machine, Samsung Medison HS30 (Korea)

Including:
a. Main Body with 21.5" LED monitor
b. 2-8 Mhz Convex Probe
c. 5-12 MHz Linear Probe
a. 2-4 MHz Phased Array Probe
b. Steerable CW
c. Cardiac Measurement Package
d. ECG Module
d. HD Recorder
e. Sony Printer
f. DVD Writer
a. Online UPS 2KVA

Freebies:
• One (1) unit 32” External Monitor with Bracket & Cable
• Registration Fee for two (2) Local Trainings (Echo and Vascular)

2. Purchase Price & Payment – Buyer agrees to pay unto Seller the sum of One Million Eight
Hundred Thousand Pesos (P1,800,000.00) payable in thirty-six (36) equal monthly installments in the
amount of Fifty Thousand Pesos (P50,000.00) for each payment covered by postdated checks. First
cheque shall be dated upon delivery of the product.
 Sales Contract No. 2023-SC-015

The postdated checks shall be issued and delivered by the Buyer to the Seller prior to the date of
delivery of the Product or simultaneously upon delivery of the Product to the Buyer’s office or at any other
place the Buyer may direct.

Buyer is aware that the Seller would not have parted with the Product were it not for the issuance
of the postdated checks by the Buyer.

The postdated checks issued to the Seller are signed by the authorized signatory, LEO D.
TARECTECAN, M.D and/or ANITA C. TARECTECAN, M.D.

3. Delivery and Acceptance - Seller shall deliver the Product within thirty (30) days from execution
of this Agreement. After inspection and upon acceptance by Buyer of the Product, Buyer acknowledges
that the Product is in good order and condition and that Buyer is satisfied with same.

4. Warranty – The ForProduct

three has been manufactured
(3) years on parts andinservices
accordance
fromwithdate
precise standardsforand
of delivery assubject
tolong
rigidasquality control along
the duration every step
of payment of its manufacture.
except on third partySeller
vendorguarantees the operation
items, freebies, of the Product
consumables
for
and one (1) year on parts and service form date of delivery except on third party vendor items, freebies,
accessories.
consumables and accessories.

5. Maintenance and Repair: Seller shall train one (1) employee of the Buyer to operate the Product
for five (5) days, free of charge. Buyer shall provide the name of the employee to be trained by the Seller.

Parts found defective during the warranty period shall be repaired or replaced with new parts free
of charge by the Seller. Preventive maintenance check-up shall be done quarterly by the Seller during the
warranty period.

That warranty provided in Section 4 hereof shall not apply on the Products or its parts that have
been tampered with, altered in any way, repaired, serviced or worked on other than by Seller’s Service
Engineer’s or which have been subject to misuse, abuse, negligence, accident, or which has the Serial
Number of the Product altered, effaced or removed.

After the warranty period, all maintenance and repair costs to the Product shall be paid by Buyer.

6. Damage To Product, Destroyed or Stolen Product- Notwithstanding any loss, theft, destruction
or damage of the Product or its parts after the delivery of the Product, the payments as contained herein
shall continue to be paid by the Buyer.

7. Indemnification of Seller - Buyer shall indemnify, protect and hold harmless the Seller, its agents,
servants, successors and assigns from and against all losses, damages, injuries, claims, demands and
expenses, including legal expenses, of whatever nature, arising out of the use, condition or operation of the
Product, regardless of where, how and by whom operatedexcept when the same is due to defects resulting
from design, manufacture, construction, assembly and erection, handing and making up, presentation or
packing of the Product. Buyer shall assume the settling of, and the defense of any suits or other legal
proceedings brought to enforce all such losses, damages, injuries, claims, demands and expenses and shall
pay all judgments entered in the suit for other legal proceedings. The indemnification and assumptions of
liability and obligation herein provided shall continue in full force and effect notwithstanding the termination
of this agreement, whether by expiration of time, by operation of law or otherwise.

8. Default by Buyer - Time is of the essence under this Agreement and any of the following events
shall constitute defaults on the part of Buyer hereunder:

(a) failure or delay of Buyer to pay the Seller of the Purchase Price when the same becomes
due;

(b) dishonor or stop payment of any of the postdated checks referred to in Section 2;

(c) cancellation by the Buyer of this Agreement or withdrawal of the purchase of the Product
for any reason not attributable to the fault of the Seller;

(d) any breach or failure of Buyer to perform any of its obligations under this Agreement; and
 Sales Contract No. 2023-SC-015

(e) insolvency of bankruptcy of Buyer or assignment for the benefit of creditors.

Upon the occurrence of any default, Seller shall be entitled to exercise or avail itself, at the Seller’s
option and discretion, of any, some, or all of the following rights and remedies, whether cumulatively or
alternatively, in conjunction with or separately, from any other right or remedy granted hereunder or under
the law:

(a) Seller shall have the right to collect penalty interest on any amount constituting a portion
of the Purchase Price which Buyer failed to pay on the applicable due dates specified. The penalty interest
shall be 2% of the monthly amortization.

(b) Seller may give the Buyer the chance to update his monthly amortization.

(c) Seller shall have the right to pull-out the Product without prior notice to the Buyer in the event
of the dishonor of at least three (3) checks it issued. Costs of the pull-out shall be for the account of the
Buyer.

(d) Seller may rescind the Agreement and it shall be free to take possession of the Product
and dispose the same. Upon rescission of the Agreement, all amount paid by the Buyer shall be forfeited
in favor of the Seller as rentals for the use of the Product. Buyer shall return the Product to the Seller in
the same physical condition as it was found at the time of the delivery, ordinary wear and tear expected.
Buyer will be liable to pay the entire amount of the Product if it fails to return to the Seller.

(e) In case, Buyer withdraws or cancels the Agreement, or Buyer becomes insolvent or assigns
the Product to its creditor, all payments made shall be forfeited and the Seller shall have the right to take
possession of the Product. If the Product is damaged, Buyer shall immediately pay the amount of the
Product, otherwise, Buyer shall be liable to pay interest and damages.

(f) If the Product is lost or damaged, the Buyer shall immediately pay the amount of the Product
to the Seller, otherwise, Buyer shall be liable to pay interest and damages.

9. Joint and Several Obligation – The Buyer Divine Mercy Foundation of Urdaneta, Inc., its
Hospital Administrator, Leo D. Tarectecan, M.D, and Medical Director. Anita C. Tarectecan, M.D. shall be
jointly and severally agree to pay and satisfy the Seller, its successors -in-interest, and assigns
all and every sum and sums of money which are now or shall at any time be due and unpaid to
the Seller together with all the interest and other charg es including legal charges.

10. Other Terms and Conditions

9.1. Buyer may not sell, transfer, assign, pledge, or encumber or convey their interest on
the Product, without the prior written consent of the Seller. Subject to the foregoing restriction,
all the terms and provisions of this Agreement shall be binding upon and inure to the benefit
of and be enforceable by the Seller’s successors and assigns.

9.2 Should either party be compelled to engage the services of a lawyer for the protection
of its rights or for the redress of its grievances under this Agreement, the party adjudged as at
fault agrees to pay the other, as and by way of liquidated damages, an amount not less than
twenty-five percent (25%) of the amount due and demandable, plus actual damages, attorney’s
fees, and actual cost of suit.

9.3 The Parties hereto agree to execute such documents, give such assurances and do
such other and further acts and things, as may be reasonably necessary or desirable to carry
out the full intents and purposes of this Agreement.

9.4 In case one or more of the provisions contained in this Agreement shall be declared
invalid, or unenforceable in any respect by competent authority, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
 Sales Contract No. 2023-SC-015

9.5 This Agreement supersedes all previous agreements between the Parties.

9.6 Any dispute arising out of or in connection with this Agreement, including any question
regarding its existence, validity or termination shall be referred to and finally resolved by
litigation only in the proper court sitting in Quezon City, to the exclusion of all other tribunals.

IN WITNESS WHEREOF, the Parties hereto have signed this Sales Agreement on the
date and at the place aforementioned,

NPK MEDICAL TRADING, INC. DIVINE MERCY FOUNDATION OF

Seller URDANETA, INC.
Buyer

By: By:

JOSEPHINE S. ACOSTA LEO D. TARECTECAN, M.D.

Sales Director Hospital Administrator

ANITA C. TARECTECAN, M.D.

Medical Director

I confirm and affirm that I am jointly and solidarity liable to the Seller under this
Sales Agreement.

LEO D. TARECTECAN, M.D. ANITA C. TARECTECAN, M.D.

Hospital Administrator Medical Director

SIGNED IN THE PRESENCE OF:

____________________________ ______________________________
 Sales Contract No. 2023-SC-015

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

) SS.

Name Evidence of Identity Date/Place of Issue

Ms. Josephine S. Acosta CRN-0033-2040587-4 Unified Muti-Purpose ID

as Sales Director
of NPK Medical Trading, Inc.

Leo D. Tarectecan, M.D. _________________ ________________

As Hospital Administrator
Of Divine Mercy Foundation of Urdaneta, Inc,

Anita C. Tarectecan, M.D. _________________ ________________

As Medical Director
Of Divine Mercy Foundation of Urdaneta, Inc,

known to me and to me known to be the same persons who executed the foregoing Sales Agreement and
acknowledged to me that the same is their free act and deed, and the free act and deed of the corporations
which they represent.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal this
___________________ in _____________.

Doc No. ______;

Page No. ______;
Book No. ______;
Series of 2023