Republic of the Philippines

CAMARINES NORTE STATE COLLEGE

F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

PREFABRICATED MODULAR CONSTRUCTION TECHNOLOGY FOR HOUSING

PROJECTS

Acuna, Wilalaine V.
Camaclang, Aileen A.
Majadas, Jessica B.
BSOA 4B
Intro to Project Management

Mr. Ryan Ernie Manalo

Page 1 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

TERMS AND CONDITIONS

1. Terms. Acceptance by Seller of this Purchase Order or commencing performance

therewith, including the shipment of any goods and services ordered under this
Purchase Order by Buyer, shall be deemed an unconditional and complete
acceptance by Seller of this Purchase Order, including the terms and conditions
herein and any specifications, drawings or descriptions contained or referred to
herein. This Purchase Order (including such quantities, specifications, drawings, and
descriptions contained on the face of this Purchase Order), and all express and
implied warranties, constitutes the entire agreement between Seller and Buyer in
connection with the purchased goods and services, and supersedes all prior or
contemporaneous understandings, agreements, negotiations, representations and
warranties, and communications, both written and oral, with respect to the subject
matter. All purchases by Buyer are expressly limited by and conditioned upon Seller’s
assent to this Purchase Order, and Buyer’s failure to object to any other term or
condition, and/or Buyer’s acceptance of any goods or services, shall not be deemed
acceptance of Seller’s terms or conditions. 
2. Warranties and Representations. Seller expressly warrants, represents, and
guarantees to Buyer that all ordered goods and services will conform to the
specifications, drawings, samples or other descriptions furnished or specified by
Buyer for such goods or services, and will be merchantable, of good materials and
workmanship, free from defect. The warranty shall continue to the maximum extent
allowed by applicable law. Seller further acknowledges that Seller knows Buyer’s
intended use of such goods and services, and Seller warrants, represents, and
guarantees that such goods and services were selected, designed, manufactured,
and assembled by Seller based upon Buyer’s intended use and will be fit and
sufficient for the particular purposes intended by Buyer and be free and clear of all
liens, security interests, or other encumbrances. Seller expressly warrants,
represents and guarantees that Seller is in compliance and the goods and services
will comply with and conform to all requirements of all applicable national and local
safety standards and other laws, rules, regulations and ordinances. In addition, Seller
hereby incorporates by reference and passes on to Buyer the benefits of any and all
warranties given to Seller by persons from whom Seller purchased any of the
materials. All warranties are cumulative and in addition to any other warranty
provided by law or equity. Upon request, Seller will provide Buyer a written
certification of its compliance with the foregoing requirements. If the transactions
contemplated by this Purchase Order require the approval of any government
authority, Seller shall obtain such approval and provide Buyer with sufficient proof of
such approval upon request. During the period that is the greater of: (i) one (1) year
following the expiration of applicable warranties or, (ii) the period specified by
applicable law, Seller will service and sell replacement parts and services for the
goods and services purchased under this Purchase Order. If requested by Buyer,
Seller will enter into a separate agreement for the administration and processing of
warranty charge backs for nonconforming goods.
3. Indemnification and Liability. Seller shall indemnify, defend and hold Buyer,
harmless from and against any and all actual or alleged expenses, suits, claims,
demands, losses, or liabilities of any kind whatsoever (including attorneys’ fees and
expenses) arising out of or relating to: (i) any breach by Seller of any of the terms or
conditions of this Purchase Order, including, without limitation, the warranties

Page 2 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

contained in Paragraph 2, (ii) any goods or services that are determined by a

governmental agency or court not to conform to applicable safety standards or
contain a defect which relates to safety or are required to be repurchased, replaced,
adjusted, modified or otherwise serviced by Buyer by reason of any national or local
laws, rules, regulations or orders, (iii) the acts, errors or omissions of the Seller or
Seller’s employees, contractors, or agents, or (iv) claims of infringement or
misappropriation of any patent, trademark, trade name, or copyright or violation of
applicable by reason of the use or sale of the purchased goods or services. Buyer
shall inform Seller of any claim, demand or suit asserted or instituted against it and to
the extent of Buyer’s ability to do so, permit Seller to defend the same or make
settlement in respect thereof, provided that Seller shall not enter into any settlement
of third-party claims without Buyer’s prior written consent. IN NO EVENT SHALL
BUYER OR ITS AFFILIATES BE LIABLE TO SELLER FOR ANY PUNITIVE,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ANTICIPATED OR LOST
PROFITS, INCIDENTAL DAMAGES, LOSS OF TIME, OR OTHER INDIRECT
LOSSES OR EXPENSES THAT ARISE FROM ANY CAUSE RELATING TO THE
GOODS OR SERVICES PURCHASED HEREUNDER, REGARDLESS OF THE
FORM OF THE ACTION, WHETHER IN TORT (INCLUDING NEGLIGENCE),
CONTRACT, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF
WHETHER BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
CONSEQUENTIAL DAMAGES.
4. Acceptance and Rejection. Seller acknowledges that Buyer may not perform
incoming inspections, tests, and/or audits of the goods and services and waives any
right to require such inspections. Seller shall fully cooperate and provide, without
cost, all reasonable assistance required for any audits, inspections, or tests to be
conducted by Buyer. Buyer reserves for itself the following rights, without prejudice of
any other rights it may have hereunder, under law or otherwise: (i) to reject anything
goods or services furnished hereunder that do not meet Buyer’s requirements with
respect to conformity to description/specifications, quality, workmanship, condition,
quantity, or time and place of delivery, (ii) to accept without prejudice any part of a
shipment of goods or services that are acceptable and to reject the remaining
portion, (iii) to hold, store, or return, in each case at the expense of Seller, any goods
or services rejected for such causes, (iv) to require Seller to immediately replace and
deliver any goods or services rejected without any increase in the purchase price,
and Seller shall pay all costs and expenses associated with replacement
shipment(s), and (v) to require Seller to immediately correct or replace any goods or
services rejected hereunder without any increase in the purchase price. These rights,
whether exercised or not, shall not affect Buyer’s right to revoke acceptance or
pursue other remedies if defects or nonconformities are discovered at a later date
notwithstanding that any defect or nonconformity could have been discovered upon
audit, test or inspection. Payment for any non-conforming goods or services shall not
constitute acceptance, or limit or impair Buyer’s right to assert any legal or equitable
remedy in connection therewith. Buyer shall not be required to purchase any goods
or services in excess of the amount set forth on the Purchase Order, Buyer may
make changes in drawings or specifications as to any ordered goods or services, and
any difference in price or time of performance due to such changes shall be equitably
adjusted in writing accordingly by the Buyer and Seller. No substitutions, changes or
deviations to this Purchase Order shall be initiated by Seller, including changes in
design, material specification, schedule or costs, unless Buyer has both validated the
Page 3 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

goods or services after such proposed changes have been implemented and given
Seller written approval to begin providing such goods or services to Buyer on an
ongoing basis.
5. Shipping and Billing. The purchase price specified in this Purchase Order shall be
exclusive of any other charge to Buyer, except as otherwise agreed to in writing by
Buyer. Unless otherwise agreed in writing, the contract price includes all applicable
national and local taxes, tariffs, commissions, or other charges. Time shall be of the
essence with respect to any delivery or scheduling. Time of shipment and routing
instructions specified by Buyer must be strictly adhered to, and Seller agrees to pay
any added costs or expenses due to any delays. In the event Seller anticipates,
learns of, or is advised of a delay of any kind, including, but not limited to, a local or
national order or directive, or a critical shortage of labor or availability of materials,
tools, or equipment, that affects the timeline and/or completion, Seller will
immediately notify Buyer and will cooperate with Buyer to seek local or national
governmental assistance to support the continuance of and mitigate the impacts of
any delays that are beyond Seller’s reasonable control. If Seller fails to meet the
delivery or scheduling requirements set forth in this Purchase Order, and a more
expeditious method of transportation for the goods or services exists, Seller shall use
the more expeditious method of transportation at Seller’s own expense. If delivery is
not made at the time specified, Buyer may immediately cancel this Purchase Order in
whole or in part. All shipments shall be at the risk of Seller until delivery at the
premises as specified by Buyer. Seller shall be liable for any damages arising during
shipment, whether detectable upon delivery and inspection or latent in nature.
6. Offset. In addition to any right of setoff or recoupment provided by law, Buyer shall
be entitled to set off any amount owing at any time from Seller ( or any of Seller’s
affiliates) to Buyer (or any of Buyer’s affiliates) against any amount payable at any
time by Buyer (or any of Buyer’s affiliates) to Seller (or Seller’s affiliates).
7. Termination. Buyer may terminate all or any part of a Purchase Order at any time in
its sole discretion for convenience by providing notice to Seller. In the event of such
termination by Buyer for convenience, Seller’s compensation shall be limited solely to
actual, documented, and reasonable costs that Seller incurred up to its receipt of
Buyer’s notice of termination; provided that, Seller shall take reasonable steps to
mitigate such costs by returning materials and components to its Sellers and
repurposing materials and components for other customer orders or for internal
purposes. Further, Buyer may immediately terminate this Purchase Order for cause
and without further liability if: (i) Seller ceases to conduct its operations in the normal
course of business; (ii) any proceeding under the bankruptcy laws is brought by or
against the Seller; (iii) a receiver is appointed or applied for on behalf of Seller; (iv) an
assignment for the benefit of creditors is made by Seller; or (v) Seller breaches any
of the terms of this Purchase Order. 
8. Confidentiality. Disclosure by Seller to others of information concerning this
Purchase Order, Seller’s business, or the goods or services to be provided and
performed hereunder may result in the disclosure of information which Buyer
considers to be proprietary or confidential and shall be used solely for performing this
Purchase Order. Seller shall not, without the advance written consent of Buyer,
publish or otherwise disclose to others, any information concerning this Purchase
Order, including the fact of its existence, the terms thereof, prices, quantities,
specifications, time of delivery or any other matter whatsoever relating to Seller’s
business or operations. Seller also shall not, without the advance written consent of
Page 4 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

Buyer, publish or otherwise disclose to others any information concerning Buyer or

use any trademarks, trade names, or Buyer’s business name in Seller’s advertising
or promotional materials. Upon Buyer’s request, Seller shall promptly return all
documents and other materials received from Buyer. Buyer shall be entitled to
injunctive relief without bond for any violation of this Section. Any confidentiality or
non-disclosure agreement that has been entered into between the parties is hereby
expressly incorporated into this Purchase Order.
9. Intellectual Property Rights. All intellectual property rights arising out of or relating
to the performance of Seller’s obligations under this Purchase Order shall belong
exclusively to the Buyer, and the Seller agrees to assign and hereby assigns to
Buyer all right, title and interest in and to such intellectual property rights, without
further consideration, and free from any claim or rights of retention on the part of
Seller, including all author’s rights, the right to prepare, reproduce and distribute
copies, compilations, and derivative works, all rights to causes of action or remedies
related thereto, and all causes of action heretofore accrued in Seller’s favor for
infringement of such intellectual property rights, and the right to assign or license
such intellectual property rights.
10. Miscellaneous. This Purchase Order: (i) shall be construed according to and
governed by the laws of the Republic of the Philippines; and (ii) is not assignable or
transferable by Seller. Any purported assignment or delegation in violation of this
Section shall be null and void. No waiver of a breach of any provision of this
Purchase Order shall; (i) be valid unless in writing signed by the waiving party; or (ii)
constitute a waiver of any other breach or provision hereof. Information provided by
Seller to Buyer in connection with this Purchase Order shall not be deemed
confidential or proprietary unless otherwise agreed to by the parties in writing. The
remedies provided in this Purchase Order shall be cumulative and additional to any
other or further remedies provided at law, in equity, or otherwise.

COMPANY POLICY
Introduction
As a company, we have crafted this Code of Conduct to ensure that we all
understand our responsibilities to maintain the highest standards of integrity in our
relationships with co-workers, customers, suppliers and investors. Regardless of our
positions in Vision Builders, we must consistently demonstrate our commitment to comply
with the Code of Conduct in letter and in spirit and avoid any illegal, unprofessional or
questionable behavior that might compromise Vision Builders, ourselves, our coworkers and
anyone else related to the company. The foundation of our success as a company is deeply
rooted in our reputation for integrity and principled business conduct. This Code provides a
statement of the fundamental principles and key policies and procedures for the way we
execute Company business. Our conduct should always reflect Vision Builders’ values,
demonstrate ethical leadership and promote a work environment governed by integrity,
honesty, ethical conduct and trust.
To work together, we must treat each other with trust and mutual respect. Using this
Code as a guide, we must each maintain the highest ethical standards and choose actions
that reflect the company’s morals and integrity. Our Code is a statement of Vision Builders’
policies for individual and business conduct that applies to every employee as well as our
Board of Directors. It governs every business decision we make.
PART I – Implementing the Code
I. Compliance
Page 5 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

All directors, officers, and employees shall:

1. Conduct business in accordance with Philippine laws and regulations;
2. Personally and firmly adhere to the standards and restrictions imposed by laws
and regulations as well as the Company’s policies, rules and procedures; and
3. Ensure compliance with all disclosure requirements, making sure that all
disclosures of material information are full, fair, accurate, clear and timely.
The Code cannot provide definitive answers to all questions. If there are questions
regarding any of the policies discussed in the Code, or if there are doubts about the best
course of action in a particular situation, seek guidance from the supervisor, human
resources representative, the Legal Department or any other resources identified in reporting
violations.
Knowledge or suspicion of a violation of applicable laws or regulations, the Code or the
Company’s policies should be reported immediately. 
All reported violations will be promptly investigated and treated confidentially to the
extent that it is reasonably possible. It is imperative that the individuals reporting the incident
not conduct their own preliminary investigations. Investigations of alleged violations may
involve complex legal issues; and acting on a director’s, officer’s or employee’s own accord
may compromise the integrity of an investigation and adversely affect both the director,
officer or employee and the Company.
II. Discipline for Code Violations
Vision Builders is committed to use every reasonable effort to prevent conduct that is
not in compliance with the Code and to stop any such conduct that may occur as soon as
reasonably possible after discovery or notification. Subject to applicable law, Company
personnel who violate the Code and other Company policies and procedures are subject to
disciplinary action, up to and including discharge.
III. Non-retaliation Policy
Vision Builders will not tolerate any reprisal or retaliation against any person who, in
good faith, reports a known or suspected violation of the law or of any Company policy, rule
or regulation, including the Code. Vision Builders will take appropriate disciplinary action, up
to and including termination of employment, against any employee who retaliates, directly or
indirectly, against any person for reporting an actual or suspected violation of any Company
policy, rule or regulation (including the Code), or applicable laws and regulations, or
assisting in any investigation of any suspected violation. Retaliation can also result in civil or
criminal liability.
PART II – Workplace Safety and Respect
Vision Builders believe in fairness, cooperation and equal opportunity and are
committed to respect the dignity of each individual. Employees must always conduct
themselves in a mature, responsible, professional and respectful manner. Everyone shares
the responsibility for maintaining a safe, respectful and productive workplace. Conduct at
Vision Builders-sponsored or related functions and activities, whether on or offsite, must be
professional at all times.
I.  Anti-harassment Policy
Harassment is unwelcome conduct that is based on race, color, religion, sex
(including pregnancy), national origin, age (40 or older), disability or genetic information.
Harassment becomes unlawful where: 1) enduring the offensive conduct becomes a
condition of continued employment; or 2) the conduct is severe or pervasive enough to
create a work environment that a reasonable person would consider intimidating, hostile, or
abusive. Anti-discrimination laws also prohibit harassment against individuals in retaliation
for filing a discrimination charge, testifying, or participating in any way in an investigation,
Page 6 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

proceeding, or lawsuit under these laws; or opposing employment practices that they
reasonably believe discriminate against individuals, in violation of these laws.
As part of Vision Builders’ commitment to a professional work environment, directors
and employees may not threaten, intimidate, coerce or otherwise interfere with the job
performance of other directors, employees, customers, suppliers and vendors.
Consequently, the Company will not tolerate any form of harassment including, but not
limited to, sexual advances, requests for sexual favors or other physical and psychological
abuse from fellow employees, supervisors or business partners. Additionally, the Company
will not allow any acts of bullying or intimidation by an individual or group. Violations of the
Company’s harassment policy will result in corrective action, including possible termination.
II. Safety and Health

Vision Builders strives to maintain safe working conditions for everyone. To this end,
the Company complies fully with all applicable health and safety laws and regulations.
Employees are responsible for being familiar with all safety rules and observing them at all
times. You must immediately report any unsafe conditions to your supervisor or the  Human
Resources Department. In addition, any job-related injury or illness must be immediately
reported to your supervisor or the Human Resources Department in order to comply with
applicable workers’ compensation laws.
III. Anti–Drug Policy
Vision Builders is committed to providing a drug-free, safe and secure work
environment for all of its employees. Therefore, the unlawful manufacture, consumption,
distribution, possession or use of illegal drugs on company premises, in company vehicles or
while conducting company business off-site is strictly prohibited. In addition, the use,
consumption, distribution or possession of alcoholic beverages in any of the above locations
or situations generally is prohibited.
In certain instances, moderate alcohol consumption on company property or while
conducting company business off-site, such as at a business dinner, may be permitted, but
employees are expected to show good judgment at all times in connection with alcohol
consumption.
Violations of the Company's drug-free workplace policy will result in corrective action,
including possible termination, and may also have legal consequences. The use,
possession, manufacture, purchase, sale or transfer of illegal drugs is against the law.
Violation of these laws may result in criminal prosecution, fines and imprisonment. 
PART III – Supporting the Company
As we work with people inside and outside of the company, we must use our best efforts to
support the growth and advancement of Vision Builders and to make decisions that impact
the Company and its interests independent of any inappropriate outside influences. Our
business decisions and actions should be based solely on the best interests of the
Company, not upon personal relationships or other benefits we might receive. Conflicts of
interest, or the appearance of conflicts of interest, can damage the Company’s reputation as
well as the reputation of the persons involved.
I.  Fair Dealing
All directors, officers, and employees shall:
1. Deal fairly with the Company’s customers, suppliers and business partners, and
with the government, competitors and colleagues;
2. Not take undue advantage through misrepresentation of material facts,
concealment, manipulation, or any other form of unfair dealing practice; and

Page 7 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

3. Treat everyone with respect and act in good faith and with integrity and sense of
professionalism at all times.
II. Conflicts of Interest
A conflict of interest occurs when our private interests interfere, or even appear to
interfere, with the interests of the Company. A conflict can arise if our personal actions or
interests make it difficult to put the Company’s interests first. Our obligation to conduct
Company business in an honest and ethical manner includes the duty to deal ethically with
real conflicts, and prevent or eliminate any apparent and potential conflicts of interest
between personal and Company business relationships. As employees of Vision Builders,
we each have a duty to disclose any actual or apparent conflicts of interest to protect the
Company and the individuals involved.
Our business decisions and actions should be based solely on the best interests of
the Company. Because there is no way to list every possible conflict that might arise, the
examples below are some common examples of actual, apparent, and potential conflicts of
interest, and who should be notified if we became aware of potential conflicts.
 Improper Personal Benefits
Conflicts of interest develop when any person we have a close personal relationship
with including a partner or spouse, parents, children, siblings or any person living in our
home gains improper personal benefits because of their relationship to us and our position
with the Company. We may not accept any benefits that have not been reviewed and
approved in light of the Company’s policies and procedures.
 Financial Interests in Other Businesses
Employees of Vision Builders may not own or possess an interest in a company that
does business with the Company (for example, a Company supplier) without first getting
written approval from the Chief Compliance Officer. Similarly, employees and board
members may not own or otherwise hold an ownership interest in a private company that
competes with Vision Builders.
 Conducting Business with the Company
Without prior written approval from the Chief Compliance Officer, we may not
participate in a joint venture, partnership or other business arrangement with the Company.
If an employee is in a position to approve bids for the Company, all submitted bids must be
judged impartially, and accepted bids must be accepted using reasonable business
judgment with the best interests of the Company in mind. An employee cannot participate in
a bid process if there are investments that conflict with the Company’s interests.
 Working Outside the Company with a Competitor
As associates of Vision Builders who are actively committed to working to advance
the Company in every way possible, we are all strictly prohibited from simultaneously
working with or serving in any capacity with a competitor that is intended or is reasonably
expected to advance a competitor’s interests. This includes marketing products or services
in competition with the Company’s current or potential business activities. If there is any
question about whether activities you are considering are prohibited, it is your responsibility
to consult with the Chief Compliance Officer to determine whether a planned activity will
compete with any of the Company’s business activities before pursuing the activity in
question.
 Working Outside the Company with a Supplier or Contractor
Vision Builders associates may not be employed by, serve as a director of or
represent a supplier or contractor (or subcontractor) to the company without prior Company
approval from your direct supervisor. Additionally, Company associates may not accept
money or benefits of any kind as compensation or payment for any advice or services that
Page 8 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

may have been provided to a supplier or anyone else in connection with its business with the
Company.
 Family Members Working in the Industry
During the normal course of business, we may encounter situations where a spouse,
significant other, children, parents, in-laws or someone else with whom we have a close
familial relationship is also a competitor, supplier or customer of the Company or employed
by a competitor. These situations are not prohibited, but they do call for full disclosure and
extra sensitivity to conflicts of interest and to the security and confidentiality of the
Company’s information. Several factors will be considered in assessing these situations,
including: (1) the relationship between the Company and the other company involved; (2) the
nature of the employee’s responsibilities with the Company and those of the other person;
and (3) the access each person has to their respective employer’s confidential information.
Such a situation, however harmless it may appear, could arouse suspicion among other
associates and adversely affect working relationships. It is in our best interest to do
everything possible to avoid even the appearance of impropriety to observers inside and
outside of the Company. To remove any doubt or suspicion, all associates must disclose the
specific situation to a direct supervisor or Chief Compliance Officer to assess the nature and
extent of any concern and how it can be resolved. 
 Safeguarding Corporate Opportunities
All of us have a duty to the Company to advance its legitimate business interests
when opportunities arise. Specifically, this duty applies to those instances where you learn of
a business or investment opportunity involving one or more of the Company’s business lines
obtained through your employment with the company. This information is material nonpublic
information and should be treated as confidential; thereby, precluding you from taking
advantage of the investment or opportunity without prior written approval from the Chief
Compliance Officer. Furthermore, you are prohibited from using the Company’s property,
information or your position for personal or financial gain.
 Entertainment, Gifts and Gratuities
Employees involved in making business decisions on behalf of the Company must
make those decisions based on uncompromised objective judgment. If we are interacting
with anyone who has business dealings with the Company, such as suppliers, competitors,
contractors and consultants, we must be mindful to conduct such activities in the best
interest of the Company using consistent and unbiased standards. In this mindset, we must
never accept gifts or other benefits if, in our reasonable exercise of business judgment, a
business decision could be affected.
We must never ask for gifts, entertainment or any other business courtesies from
people doing business with the Company. Unsolicited gifts and business courtesies,
including meals and entertainment when part of a business meeting or shared with the host
business contact, are permitted if they are: (1) customary and commonly accepted business
courtesies; (2) not excessively expensive; and (3) given and accepted without an express or
implied understanding that we are in any way obligated by the acceptance of the gift or that
the gift is a reward or inducement for any particular business decision already made or
forthcoming. 
Gifts of cash or cash equivalents (including securities, below- market loans, etc.) in
any amount are strictly prohibited.
III. Confidentiality of Information
All directors, officers, and employees shall:

Page 9 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

1. Strictly observe company rules that provide for restrictions to access to classified
information and controls on the release of such information to other companies, agencies,
parties, or to the general public. These include:
• corporate plans and objectives;
• employee records;
• stockholder records;
• Board of Directors and Management classified materials;
• business transactions;
• corporate reports;
• governmental reports;
• company resources;
• organizational structures; and
• other similar records and data.
2. Not release classified information unless authorized by Management.
3. Maintain the integrity of all company documents and records, and protect them
against unauthorized or improper alteration, forgery, concealment, or destruction.
IV. Proper Use of Company Assets and Resources
All directors, officers and employees shall:
1. Be responsible for the proper use of all company assets and resources, which
include, but are not limited to, information, facilities, equipment, software, vehicles and
supplies owned or leased by the Company or are otherwise in its possession; and
2. Use company assets and resources efficiently, responsibly and for legitimate
business purposes only.
V. Anti-bribery and Anti-corruption Policy
Vision Builders adopts a zero-tolerance policy towards bribery and corruption. Thus,
all directors, officers and employees of the Company are obliged to strictly observe the
following guidelines:
1. Directors, officers and employees shall not offer, promise or give bribes to obtain,
retain or “facilitate” business or any transactions of the Company.
2. Directors, officers and employees shall not request, agree to accept or take bribes
from any person or organization.
The foregoing applies even if made through another person.
“Bribes” include anything of value, which may be in the form of fee, commission,
reward, improper gifts or contributions, or other form of advantage, financial or otherwise.
This Anti-Bribery and Anti-Corruption Policy must be strictly observed in all
transactions and dealings of the directors, officers and employees of Vision Builders with the
customers, suppliers and business partners of the Company as well as with the government.
PART IV – Trademarks, Copyright, and Intellectual Property Rights
I. Company Intellectual Property
The Company’s logos and names are Vision Builders trademarks. Proper use of the
Company’s trademarks is strictly advised. 
Works of authorship such as written materials may be covered by copyright laws. To
avoid violating these laws and the Company’s Code, avoid making unapproved copies or
creating works based on the concepts or functions contained in the Company’s copyrighted
materials.
Vision Builders licenses the use of much of its computer software from outside
companies. In most instances, this computer software is protected by copyright. Company
employees may not make, acquire or use unauthorized copies of computer software.
II. Intellectual Property Rights of Others
Page 10 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

Vision Builders’ policy is not to infringe upon the intellectual property rights of others.
When using the name, trademarks, logos, music, images or printed materials of another
company, including any such uses on the Company’s websites, do so properly with
permission and in accordance with applicable law.
PART V – Environmental Policies
I. Policy on Energy, Water, and Waste Management
Vision Builders recognizes that natural resources are finite and that we have a
responsibility towards the environment. We commit to the efficient use of energy and water
in our products, services, operations, and facilities. We encourage our employees to practice
conservation of energy and water in both the workplace and their respective homes, and we
provide avenues for learning on how to positively contribute to the environment. We further
promote for our employees to be responsible and to take part in the waste management
efforts of the company. The organization will continue to monitor our environmental output,
to seek effective ways to manage waste, and to promote ‘Reduce, Reuse, Recycle, and
Recover’ processes in our businesses. Throughout our operations and in all our offices, we
ensure that we meet environmental regulations and promote ways that go beyond
compliance. Ultimately, we support the government’s national efforts on environmental
efficiency policies.
II. Policy on Biodiversity and Management of Greenhouse Gas Emissions
Vision Builders recognizes that we must always be aware of how we affect the
environment. We commit to giving a positive impact to biodiversity in our operations,
projects, activities, or facilities. We shall continue to monitor our outputs and report them in a
fair and transparent manner. We endeavor to create and implement projects that will
manage our greenhouse gas emissions as we strongly support the government’s national re-
greening efforts.
PART VI – Human Resources Policies
I. Procurement Policy
In Vision Builders, all purchases, irrespective of funding, will be governed by the
following policy:
It shall be the procurement policy of the group to obtain services, supplies, and
equipment from reputable and quality sources that exhibit reliability, quality, and fair pricing.
Payment arrangements are subject to individual contract agreements, with the commitment
that both parties will abide by the terms and conditions related to the products and services.
In relation to this policy, the reputation, historical performance, financial capability, and
environmental impact of the suppliers are considered in the decision process. The Company
encourages sourcing from local vendors and gives prime consideration to their products and
services, ensuring that there are no conflicts of interest. Competitive bids are applied
whenever applicable, and all transactions comply with all legal requirements. 
II. Recruitment, Compensation, and Retrenchment Policy
The recruitment in the organization shall be handled primarily by the Human
Resources unit of the company. As appropriate, all openings and related information shall be
made available by the unit to both internal and external channels. In hiring part-time or full-
time employees, the company considers the applicant’s skills, qualification, and experience.
In hiring, the company does not discriminate gender, sexual orientation, race, ethnicity,
color, religion, age, marital status, disability, economic status and political affiliation.
Compensation and benefits packages are carefully reviewed and offered fairly, reflect and
match the person’s qualifications, and benchmarked appropriately against industry levels
while ensuring that these packages adhere to all applicable laws and government
regulations. Any transactions involving third-party employers will be under the management
Page 11 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

of the Human Resources unit. At the minimum, engagement with these third-party suppliers
must comply with all labor standards and other related regulations.
In cases where retrenchment cannot be avoided, the company ensures adherence to
all related legal requirements. Before termination or redeployment, the company explores
options such as, but not limited to: freeze hiring, grant of retirement options, or provision for
training programs to provide alternative skill sets. When termination of employment or
redeployment is imminent, the company ensures that the employee is properly informed and
given proper assistance in the process. Compliance to all related regulations is assured,
particularly with the requirements of the Department of Labor and Employment (DOLE). This
policy is not applicable for terminating employment of non-performers or employees with
unsatisfactory disciplinary behaviors.
III. Employee Development and Industrial Relations Policy
The Company supports the development of its employees. While the employees are
encouraged to take responsibility for their own development, the company is committed to
provide training and learning opportunities to further assist them in their professional growth.
Opportunities may come from internal and external sources, including academic,
professional, technical or industry-related training, career development programs,
conferences, workshops, and certification courses. The company remains committed to
providing necessary support and assistance to the employees for their development,
including appropriate appraisal and feedback.
This policy also affirms that career advancement or promotion opportunities are to be
made available to all employees in a fair manner, with consideration of their skills, work-
related accomplishments, overall performance, work ethic, and initiatives beyond their
current assignments—as part of the qualifications apart from the minimum requirements for
the position. The promotion process is handled by the Human Resources unit which ensures
that each candidate is given a fair opportunity, with no discrimination as to the person’s
gender, sexual orientation, race, ethnicity, color, religion, age, marital status, disability,
economic status and political affiliation.
Ultimately, as employees remain connected to the company, the company
recognizes their right to organize themselves and engage in harmonious negotiation
exercises, ensuring amicable settlement of disputes, and that employees receive the right
economic value befitting their contribution at work.
IV. Occupational Health & Safety, and Hazards Management Policy
The well-being of Vision Builders employees is important to us. In this regard, the
company remains responsible in ensuring the employees’ occupational health and safety.
The company remains committed to being compliant to related regulations on industrial
health and safety, both locally and globally.
A fundamental part of this commitment is informing and training the employees on
disaster preparedness, and in conducting their activities in a safe, healthy, and responsible
manner. The organization realizes that an assessment of the risks related to business and
employees is critical and to this end, the organization ensures a continuous and updated
review and assessment of the related processes. It is important that hazards to the
organization are identified clearly to ensure quick and proper response in mitigating these
elements. This includes identifying activities that minimize the risks, and establishing control
measures benchmarked with industries’ best practices.
V. Policy on Child Labor and Forced or Compulsory Labor
For the purposes of this policy, a “child” is defined as an individual who is below 18
years of age, and “forced or compulsory labor” is any service exacted from a person who is
unwilling, under the threat of penalty or menace. The company recognizes that these are
Page 12 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

part of global issues and does not support such practices in its local operations. The
company acknowledges that employers have important roles to play and are ultimately
responsible in ensuring that its workforce is treated with dignity and respect. Vision Builders
does not tolerate the use of child labor or forced labor.
VI. Policy on Indigenous People, Human Rights, and Community Safety
Vision Builders acknowledges its responsibility to the communities where it operates.
The organization recognizes the stakeholders’ legal rights and commits to engaging with
them in a fair, honest, and ethical manner. Further, it gives respect to diversity of culture and
historical connection of Indigenous People. It ensures meaningful engagement that is built
on open communication and mutual respect and deals with them in a manner that is
consistent with business ethics and our company’s code of conduct.
The company strives to uphold the principles of Human Rights within our businesses
and in the communities it serves. At Vision Builders, we expect each of our employees to
espouse human rights and help the organization in ensuring that the workplace is free from
any form of harassment. This leads us to our commitment in ensuring safety of the
communities, promoting human rights in our dealings, and ensuring that the communities are
dealt with fairness and respect.

Page 13 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

VISION BUILDERS PURCHASE AND SALE AGREEMENT

THIS MODULAR HOME PURCHASE AND SALE AGREEMENT (“Agreement”) is made by

and between VISION BUILDERS (“Seller”), and __________________________________
(“Buyer”) as of [date]__________________.

Recitals

A. Seller is in the business of designing and manufacturing modular homes including the
modular home described in Section 1 of this Agreement.

B. Buyer is familiar with the design and features of this home and desires to purchase the
Home from Seller, and Seller desires to sell the Home to Buyer, all on the terms and
conditions of this Agreement.

Agreement

1. Definitions. The following defined terms shall have the following meanings when used in
this Agreement.

1.1 Buyer. The “Buyer” under this Agreement is _______________________.

1.2 Seller. The “Seller” under this Agreement is Vision Builders.

1.3 Home. The “Home” is a modular, single-family residential dwelling unit described by
Seller as Model _____________________________________ meeting the Plans and
Specifications  and as the same may be modified from time to time as provided in this
Agreement.

1.4 Plans and Specifications. The Home, including options chosen by the Buyer, is more
particularly described in detail in the “Plans and Specifications” for this Agreement.

1.5 Destination. The “Destination” is the location where the Buyer desires and has the right
to have Home assembled and installed. The Destination for this Agreement is
____________________________________.

1.6 Effective Date. The “Effective Date” shall be the date of the mutual execution and
delivery of this Agreement by Buyer and Seller and the delivery of the Initial Deposit by
Buyer to Seller.

Page 14 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

1.7 Initial Deposit. The “Initial Deposit” shall reserve the Buyer’s right to purchase the Home
as provided in this Agreement, and shall be in the amount set forth in and be due on the
date set forth in Section 7.a.

1.8 Initiation Notice. The “Initiation Notice” is the notice from Seller to Buyer that Seller is
prepared to begin manufacture and construction of the Home as provided in Section 4 of this
Agreement.

1.9 Initiation Date. The “Initiation Date” shall be the date on which Seller shall begin the
manufacture and construction of the Home under the Initiation Notice as provided in Section
4 of this Agreement.

1.10 Rough Production. “Rough Production” shall mean the work to be completed by the
Seller to manufacture and construct the Home as a watertight shell, including all exterior
walls, flooring, roof, and windows, plus rough plumbing, rough mechanical and HVAC and
rough electrical systems for the Home

1.11 Rough Production Payment. The “Rough Production Payment” shall be the Seller’s
reasonable estimate of the amount necessary for labor, materials and profit for completion of
the Home from the initiation of manufacture and construction to Rough Production.

1.12 Finish Production. “Finish Production” shall mean the work to be completed following
Rough Production to bring the Home to the final condition of the Plans and Specifications
and ready the Home for Delivery, including manufacture and construction of interior wall,
cabinetry, finish trims and, as applicable, installation of fixtures and appliances.

1.13 Finish Production Payment. The “Finish Production Payment” shall be the Seller’s
reasonable estimate of the amount necessary for labor, materials and profit for completion of
the Home from Rough Production to the date of Delivery.

1.14 Outside Completion Date. The “Outside Completion Date shall be the date that is one
hundred fifty (150) days after the Initiation Date.

1.15 Completion Notice. The “Completion Notice” shall be the written notice provided by
Seller to Buyer that the Home has been completed through Finish Production pursuant to the
Plans and Specifications, all governmental inspections of the Home to be undertaken by the
Seller have been approved and the Home is ready for delivery to the Destination.

2. Home. Subject to the terms and conditions set forth in this Agreement, Buyer has
requested to purchase from the Home from Seller, has tendered the Deposit Payment to
Seller, and Seller has agreed, upon notice to Buyer, to manufacture and construct and to
sell, convey, and deliver to the Home to Buyer.

3. Plans and Specifications. Buyer hereby acknowledges and agrees that Buyer has
received, fully reviewed and approved the Plans and Specifications for the Home and that
Buyer’s approval has been given after the opportunity to review the Plans and Specifications
with consultants of Buyer’s selection, including without limitation structural engineers and
contractors.

4. Initiation Notice. Buyer acknowledges and agrees that due to other projects which Seller is
working on or completing Seller may not be in a position to initiate manufacture and
construction of the Home on the Effective Date. In such event, Seller shall not be obligated
Page 15 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

to initiate the manufacture and construction of the Home until Seller is in a position to initiate
and diligently complete the manufacture and construction of the Home. Notwithstanding the
foregoing, Seller agrees to undertake the manufacture and construction of each project in
the order in which Seller receives fully executed and completed agreements for projects. If
Seller is not in a position to begin manufacture and construction of the Home on the Effective
Date, Seller shall provide an Initiation Notice to Buyer of the Initiation Date, which shall be
not more than twenty (20) days following the date of the Initiation Notice. If Seller is prepared
to begin manufacture and construction of the Home immediately with the Initiation Date
being the same as the Effective Date, which shall be signified by Seller and Buyer inserting
their initials as set forth below, it is agreed Seller shall initiate the manufacture and
construction of the Home, that no Initiation Notice is due from Seller to Buyer and Buyer’s
cancellation right, as provided in Section 5 of this Agreement shall be of no force and effect.

 ______________________ _______________________

         Seller’s Initials         Buyer’s Initials

5. Cancellation Right. From and after the Effective Date, each of the Seller and the Buyer
shall have the right to cancel and terminate this Agreement with the financial obligations and
consequences set forth in the following table:

Phase Seller’s Termination Buyer’s Termination Right

Right

Effective Date to Seller may terminate Buyer may terminate —  Initial Deposit less
Initiation Date —  Initial Deposit P45,000 returned to Buyer
less P45,000
returned to Buyer

Initiation Date to Seller may terminate Buyer may terminate —  Payment by Buyer to
Completion of Seller of the Initial Deposit, plus reasonable value of
Rough all materials and labor to the date of termination
Production plus 20% of the Purchase Price

Post Rough Seller may not Buyer may terminate — Payment by Buyer to Seller
Production terminate of the Initial Deposit, the Rough Production
through Delivery Payment, plus reasonable value of all materials and
labor incurred from and after the completion of the
Rough Production to the date of termination plus
15% of the Purchase Price

  Upon the timely and effective cancellation and termination of this Agreement, Buyer
shall return (without retaining a copy) to Seller the Plans and Specifications and shall not
retain any rights in the Plans and Specifications. Buyer’s release of Buyer’s rights in the
Plans and specifications shall survive the termination of this Agreement. Except as set forth
herein upon the timely and effective termination of this Agreement neither party shall have
any further rights or obligations under this Agreement.

6. Construction of Home. Upon the Effective Date or the Initiation Date, as the case may be,
Seller shall begin and diligently continue the manufacture and construction of the Home.
Page 16 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

Seller shall respond from time to time to reasonable requests received from Buyer
concerning Seller’s progress in the manufacture and construction of the Home and any
estimated dates for the completion of the Initial Construction, Finished Construction and the
Delivery.

7. Purchase Price.

7.1 Total Purchase Price. The purchase price (“Purchase Price”) for the Home shall be in the
amount ________________________________________________ Pesos (P_________).
The Purchase Price shall be paid in the following installments:

a. The Initial Deposit in the amount of P150,000.00 due from Seller to Buyer on the
execution and delivery of this Agreement; P45,000 of this Initial Deposit is non- refundable.

b. The Rough Production Payment in the amount of P__________________ shall be due

not later than ten (10) days after the Initiation Date; provided however if Seller is prepared to
initiate the manufacture and construction on the Home within 20 days from the Effective
Date, as provided in Section 4, the Rough Production Payment shall be due on the
execution and delivery of this Agreement;

c. The Finish Production Payment in the amount of P__________________ shall be due not
more than five (5) days following the completion of the work scheduled for the Rough
Production of the Home as determined by the approval of the Rough Production inspection
by the Quality Assurance Agent, _________________ and, if Buyer so elects, Buyer’s
inspection of the Rough Production; and

d. The Final Payment in the amount P___________ and shall be due within ten (10) days
after delivery of the Home by Seller to Buyer.

7.2 Form of Payment; Escrow. All payments are to be made in Philippine Peso. Seller shall
establish an escrow (“Escrow”) with _________________________ as Escrow Holder.
Within five (5) days after the Initiation Date, Buyer shall deposit with Escrow Holder in
immediately available funds the full amount of the Purchase Price, less the Initial Deposit.
Seller shall have the right to demand from Escrow and the Escrow Holder shall remit to
Seller from the Escrow the Rough Production Payment, the Finish Production Payment and
Final Payment pursuant to the schedule set forth in subsections 7.1.b, c and d. Buyer shall
make any additional deposits to Escrow as shall be required to account for changes in the
Purchase Price following a modification as provided in this Agreement. Buyer and Seller
agree to execute and deliver in a timely fashion any escrow agreement provided by the
Escrow Holder which includes terms and provisions consistent with this Agreement and are
otherwise commercially reasonable. Buyer and Seller acknowledge and agree that the fees
and costs of the Escrow Holder are included in the Purchase Price and are not to be
separately billed to or incurred by Buyer.

7.3 Sales and Use Tax. The Purchase Price does not include applicable sales or use tax and
Buyer shall be responsible for the payment of any applicable sales or use tax. Seller shall
use Seller’s best efforts to advise Buyer as to the potential amount of and method of
collection of any sales or use tax.

8. Completion. Seller represents and warrants that Seller’s manufacture and construction of
the Home shall be completed and the Home shall be ready for final delivery to the
Page 17 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

Destination and Seller shall provide Buyer with a written Completion Notice not more than
the Outside Completion Date. If the Seller does not issue the Completion Notice on or before
the Outside Completion Date, the Purchase Price shall be reduced by the product of one-
tenth of one percent (0.1%) times the number of days from and after the Outside Completion
Date to the date that Seller issues the Completion Notice. Seller and Buyer acknowledge
and agree that in the event that the Completion Notice is not issued by the Outside
Completion Date, Buyer’s damages would be impracticable or extremely difficult to
determine and the foregoing reduction of the Purchase Price is fair and reasonable under
the circumstances. Notwithstanding the foregoing, Seller shall not be responsible for a delay
in the issuance of a Completion Notice if the Completion Notice has not been issued
because any final governmental inspections to be undertaken by the Seller have not been
completed so long as Seller has requested such inspections in a reasonably timely manner.
If the Completion Notice is not issued by Seller within ninety (90) days after the Outside
Completion Date, Seller shall be deemed to be in default under this Agreement and Buyer
shall have all rights and remedies available to Buyer following a default by Seller including
without limitation cancelation of this Agreement.

9. Infrastructure. Buyer, at Buyer’s sole cost and expense, shall arrange for the design and
installation at the Destination of all infrastructure required for the Home, including a
foundation that fully and adequately accommodates and supports the Home and conforms to
the Plans and Specifications and the installation of all utilities to service the Home (including
sewage connections or a sewage system). All such infrastructure shall be designed and
installed in compliance with all laws and ordinances of national and local governments
having jurisdiction over the Home at the Destination. Buyer acknowledges and agrees that
none of the foregoing infrastructure work is the responsibility of the Seller or included in the
Purchase Price.

10. Governmental Inspections. It shall be the responsibility of the Seller during the
manufacture and construction of the Home, including at the completion of the Finish
Production to have the Home inspected by and to pass inspections by all
________governmental authorities having jurisdiction over the Home and the Home’s
manufacture and construction. Seller shall provide Buyer with copies of all written evidence
that such inspections have been successfully completed. Buyer shall be responsible for all
inspections by governmental authorities having jurisdiction over the Home from and after the
delivery of the Home to the Destination including any inspection by any governmental
authority in jurisdiction of the Destination.

11. Shipping and Delivery of Home. Upon receipt of all payments due under this Agreement
(other than the Final Payment) and completion of the manufacture and construction of the
Home through the Finish Production, Seller shall promptly arrange for the shipping of the
Home.

12. Modification. If Seller believes a modification to the Home from the Plans and
Specifications is necessary or advisable and constitutes a material variation from the Plans
and Specifications, Seller shall meet and confer with Buyer to discuss such modifications,
any adjustments to the Purchase Price as a result of the approval of the modification and
any change in the timing of the manufacture and construction of the Home associated with
the modification. Buyer may approve or withhold approval of such modification in Buyer’s
sole discretion. If Buyer withholds approval of such modification, Seller may terminate this
Agreement and, if so terminated prior to the initiation of Rough Production by Seller, Seller
Page 18 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

shall return the Initial Deposit to Buyer and neither party shall have any further rights or
liabilities under this Agreement. If the modification is proposed by Seller after the initiation of
the Rough Production and Buyer withholds Buyer’s approval of such modification, then
either Seller may withdraw such proposed modification or if Seller does not withdraw such
proposed modification Buyer may terminate this Agreement, and Seller shall return to Buyer
all amounts of the Purchase Price paid by Buyer to Seller. If after the Effective Date the
Buyer requests a modification to the Home that constitutes a material variation from the
Plans and Specifications, Seller shall meet and confer with Buyer to discuss such
modifications, any adjustments to the Purchase Price as a result of the approval of the
modification and any change in the timing of the manufacture and construction of the Home
associated with the modification. Buyer may thereafter approve or withhold approval of such
modification in Buyer’s sole discretion. If Buyer withholds approval of such modification,
Buyer may terminate this Agreement pursuant to the terms and provisions of Buyer’s
cancellation rights as set forth in Section 5 of this Agreement.

13. Inspection Right. Buyer shall have the right after completion of the Finish Production and
prior to delivery to inspect the Home at the site of the manufacture and construction of the
Home at a time that is mutually convenient to Buyer and Seller (and which does not interfere
with or delay Seller’s manufacture or construction of the Home or Seller’s other projects).
Seller shall provide Buyer not less than ten (10) days’ notice that Home is available for
inspection and Buyer shall within five (5) days of such notice advise Seller if Buyer wishes to
exercise its right to inspect the Home. The inspection shall take place on the first reasonably
available date for the Buyer and Seller. If Buyer exercises the opportunity to have an
inspection, following such inspection, Buyer shall advise Seller that Buyer approves the
Home or approves the Home subject to the correction of any items necessary for the Home
to substantially comply with the Plans and Specifications, or reject the Home. If Buyer
approves the Home subject to corrections, Seller shall undertake to make any necessary
corrections. Upon approval of the Home, including the completion of any necessary
corrections so that the Home substantially complies with the Plans and Specifications, Seller
shall prepare the Home for delivery to the Destination. If Buyer does not timely exercise its
right to inspect the Home the Home shall be deemed approved as manufactured and
constructed and Seller shall ready the Home for delivery and shall cause the Home to be
delivered to the Destination.

14. Delivery and Installation. Seller shall arrange for delivery of the Home by common carrier
to Buyer at Buyer’s sole cost and expense at Buyer’s Destination. Upon delivery of the
Home at the Destination, Buyer shall have the right to inspect the Home to confirm that the
Home complies with the Plans and Specifications, as the same may be modified during the
term of the Agreement. Seller shall be responsible at no additional expense to Buyer to
correct any material deviations of the Home from the final Plans and Specifications. 

15. Buyer’s Rights on Seller’s Breach. In the event of Seller’s breach of this Agreement, and
provided that Buyer has given Seller not less than fifteen (15) days’ notice of the breach and
Seller has not corrected such breach in this fifteen (15) day period, in addition to all other
rights and remedies Buyer may exercise at law, Buyer shall have the right to retain all Plans
and Specifications and to claim and remove from Seller’s place of business the Home and all
materials that Seller has specifically acquired and/or manufactured for incorporation into the
Home. Should Buyer decide to take the Home, Seller agrees to fully cooperate with Buyer
and provide access onto the property where the Home is located

Page 19 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

16. Representations and Warranties of Seller. Seller hereby represents and warrants to
Buyer:

16.1 Capacity and Authority. Seller has the right, power, legal capacity and authority to enter
into, and perform its obligations under, this Agreement and the party executing and
delivering this Agreement on behalf of the Seller is authorized to do so.

16.2 Manufacture and Construction. The manufacture and construction of the Home shall
conform to the specifications at the date of delivery for a period of one year following the
date of delivery.

16.3 Limitations on Warranties.

a. The foregoing warranties are the sole and only warranties made by Seller to Buyer with
respect to the Home and are in lieu of all other warranties, express or implied, of
merchantability or fitness for a particular purpose.

b. Seller makes no representation or warranty with respect to any system or appliance

installed in or part of the Home and which is covered by the manufacturer or supplier of such
system or appliance and Seller hereby assigns all of its rights in such supplier’s or
manufacturer’s warranty to the Buyer. The assigned manufacturer and supplier warranties
shall be set forth in list form to be delivered by Seller to Buyer at the time of the delivery of
the Home, along with all warranty information, certificates and related documentation which
Seller has received from any manufacturer or supplier of any system or appliance.

c. Seller’s warranty under Section 16.2 shall be of no further force or effect if and from the
date after Buyer makes any modification or change to the Home. Seller’s warranty under
Section 16.2 does not cover any defect due to or caused by the assembly and installation of
the Home.

17. Representations and Warranties of Buyer. Buyer hereby represents and warrants to
Seller that Buyer has the right, power, legal capacity and authority to enter into, and perform
its obligations under, this Agreement and the party executing and delivering this Agreement
on behalf of the Buyer is authorized to do so.

18. Notices. All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given on the date of service if
served personally on the party to whom notice is to be given, or on the third day after mailing
if mailed to the party to whom notice is to be given, by first class mail, registered or certified,
postage prepaid and properly addressed as follows:

Seller: Vision Builders Co.

 _____________________________

 _____________________________

Buyer:  _____________________________

_____________________________

_____________________________
Page 20 of 21
 Republic of the Philippines
CAMARINES NORTE STATE COLLEGE
F. Pimentel Avenue, Brgy. 2, Daet, Camarines Norte – 4600, Philippines

College of Business and Public Administration

Any party may change its address for purposes of this paragraph by giving the other parties
written notice of the new address in the manner set forth above.

20. Legal Expenses. Each party shall pay all costs and expenses incurred or to be incurred
by that party in negotiating and preparing this Agreement and in closing and carrying out the
transactions contemplated by this Agreement, except to the extent otherwise provided
herein. In the event that either party shall bring an action, including an arbitration, or employ
legal counsel to enforce the terms and conditions of this Agreement, the prevailing party
shall recover its reasonable legal fees and expenses.

21. Choice of Law. This Agreement shall be construed in accordance with, and governed by,
the laws of the Republic of the Philippines as applied to contracts that are executed and
performed entirely in the Philippines.

22. Entire Agreement. This Agreement, contains the entire agreement of the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements and
understandings, whether written, oral or otherwise, among the parties hereto with respect to
such subject matters.

IN WITNESS WHEREOF, the parties have executed this Purchase and Sale Agreement as
of the date first written above.

Buyer:

Dated:_____________, 20___

__________________________

Seller:

Vision Builders Co.

Dated:_____________, 20___

__________________________

By:

Its:

Page 21 of 21