"STONE QUARTER" SALE OF FIXED PROPERTY AGREEMENT

Transcription

1 "STONE QUARTER" SALE OF FIXED PROPERTY AGREEMENT entered into between: GREEN PEARL PROPERTIES CC Registration No. 2003/062319/23 herein represented by David Nagle in his capacity as duly authorised representative of the close corporation, he being duly authorised hereto by resolution ("the seller") and... ("the purchaser") and IPI DEVELOPMENT CONSTRUCTION CC Registration No. 2011/003861/23 herein represented by... in his capacity as., duly authorised hereto by resolution ("the contractor")

2 Page 2 INTRODUCTION A The seller has purchased the below mentioned property and will take transfer thereof simultaneously with the transfer of the property to the purchaser; B The seller has procured the construction of the dwelling house on the below mentioned property by the contractor and the purchaser wishes to purchase and the seller is willing to sell the improved property on the terms and conditions set out in this agreement. B The contractor will give certain warranties to the purchaser pertaining to the said dwelling house as more fully set out herein. AGREEMENT 1. Property sold The seller sells to the purchaser who purchases: Portion. of Erf 2671 Eye of Africa Extension 1 Township Registration Division IR Province of Gauteng Measuring.. square metres as indicated on the annexed General Plan of subdivision S.G. No. 5854/2014 marked Annexure "A" ("the property") which property has been improved by the construction of a dwelling house thereon ("the dwelling house"). 2. Purchase price 2.1 The purchase price of the property including the dwelling house is R... (including VAT). 2.2 The purchase price shall be paid to the seller in cash on transfer of the property to the purchaser and shall in the interim be secured as follows:

3 Page A deposit of R ,00 shall on signature of this agreement be paid to and held in trust by the seller's conveyancers and invested in an interest bearing trust account in terms of Section 78(2A) of the Attorneys Act, interest for the benefit of the purchaser. The deposit shall be paid to the seller or its nominee on transfer or when the seller is entitled thereto in terms of this agreement. It is recorded that the seller's conveyancers will charge an administration fee in respect of the administration of the trust investment equivalent to one percent per annum of the interest earned on the trust investment, including VAT. The purchaser further acknowledges that prior to the said deposit being invested by the seller's conveyancers, the purchaser will comply with the requirements of the Financial Intelligence Centre Act and provide copies of any documentation as may be required by the seller's conveyancers for purposes of such investment; an amount of R..., being the amount of the loan in clause 20.1, by the furnishing to the seller's conveyancers within 30 days of fulfilment of the suspensive conditions, of bankers guarantees issued by a South African registered commercial bank, in a format reasonably acceptable to the seller's conveyancers and expressed to be payable on transfer of the property to the purchaser; the balance in the sum of R... (ie the purchase price less the deposit in and the loan in (if applicable)) shall be secured, by payment to the seller's trust account in accordance with or by furnishing to the seller's conveyancers within 21 days of the signature of this agreement, of bankers guarantees issued by a South African registered commercial bank, in a format reasonably acceptable to the seller's conveyancers and expressed to be payable on transfer of the property to the purchaser. 2.3 Should any payment due in terms of this agreement not be made timeously or should any guarantees not be delivered timeously, as the case may be, the purchaser shall be liable for and shall pay, without demand by the seller, penalty interest at 5% above the prime overdraft rate charged by the seller's bankers from time to time and calculated on the purchase price. Penalty interest shall be calculated from the date that payment was due or guarantees were to be furnished, as the case may be, up to and including the date on which payment is

4 Page 4 made and/or the guarantees are furnished, as the case may be, and without prejudice to the seller's rights in Each payment in terms of this agreement and any interest earned in terms of or shall be allocated first to all costs and charges due by the purchaser in terms hereof and thereafter in reduction of the purchase price. The purchaser shall not be entitled, when furnishing guarantees or making payment of any amounts due in terms of this agreement, to set off any interest earned or which is to be earned against any such amount due. 3. Risk The risk and benefit in and to the property shall pass to the purchaser on transfer of the property to the purchaser. 4. Rates and levy 4.1 The purchaser shall be liable for the rates, taxes and other charges levied by the local authority from the date of transfer of the property to the purchaser. 4.2 The purchaser shall also be liable for the levy payable to the Association in 9 from the date of transfer of the property to the purchaser, it being recorded that the levy, at the date of signature hereof, is estimated to be R... (including VAT) per month. 5. Occupation 5.1 Occupation of the property shall be on Notwithstanding the provisions of 5.1, the purchaser shall not be entitled to take occupation of the property in the event of the purchaser having failed to comply with any of its obligations as set out in this agreement.

5 Page The purchaser shall, with effect from the occupation date in 5.1, pay to the seller, monthly in advance, occupational interest of R. per month pro rata to date of transfer. 5.4 The purchaser shall, from the earlier of the date of transfer or occupation, at its cost, maintain the property in a neat and tidy condition and to the satisfaction of the association in Transfer 6.1 Transfer of the property shall be attended to by the Strauss Scher Incorporated, (Reference : Mr Julian Scher, Tel - (011) , sindy@straussscher.co.za ("the seller's conveyancers"). 6.2 Transfer of the property to the purchaser shall be effected as soon as practicable after signature of this agreement and fulfilment of all suspensive conditions herein, if applicable. 6.3 The purchaser shall, within 7 days of request by the seller's conveyancers, furnish any information, pay all conveyancing costs, sign all transfer and related documents and generally do whatever may be required by the seller's conveyancers for purposes of transfer of the property to the purchaser and registration of any mortgage bond, if applicable. 7. Costs 7.1 The seller shall be liable for all costs of and incidental to the registration of transfer of the property to the purchaser including but not limited to conveyancing fees, disbursements and all VAT thereon. 7.2 The purchaser shall be liable for all costs of and incidental to the registration of the mortgage bond over the property, if applicable, including but not limited to conveyancing fees, disbursements and all VAT thereon.

6 Page 6 8. Proximity to golf course It is recorded that to the extent that the property is situated within close proximity to the Eye of Africa golf course, the purchaser hereby indemnifies the seller against any claim of whatsoever nature for any loss or damage to the property or for any damage or injury to personal loss of life suffered in or on the property in consequence of the use by any persons of the said golf course. 9. Homeowners Association/Conditions in title 9.1 The seller, as registered owner of Erf 2671 Eye of Africa Extension 1 Township is a member of the Eye of Africa Homeowners Association NPC, (an association incorporated under Section 21) ("the association"). 9.2 The seller hereby agrees that, upon registration of transfer of the property to the purchaser, the purchaser will become a member of the association and agrees to be bound by the terms and conditions of the Memorandum of Incorporation thereof and will, from date of transfer, become liable for the payment of levies due and payable to the association in accordance therewith. 9.3 The seller acknowledges that the following existing conditions in title will appear in the title deed of the property and will be carried forward into the title deeds of the property on transfer thereof to the purchaser: "Subject to the following conditions imposed by the Township Developer in terms of the establishment conditions of Eye of Africa Extension 1 Township (a) Immediately on becoming the registered owner of the property, the owner will automatically become a member of EYE OF AFRICA HOMEOWNERS ASSOCIATION (an Association Incorporated under Section 21) and will be bound by the Memorandum and Articles of Association of the Association; (b) For as long as the owner is the registered owner of the property he will remain a member of the Association and be bound by its Memorandum and Articles of Association; (c) The owner of the erf, or any subdivision thereof, or of any unit erected thereon shall not be entitled to transfer the erf, or any portion thereof, or

7 Page 7 any unit, without the prior written confirmation of the Association that all amounts due to the Association by the owner have been paid; (d) The owner of the erf shall not alter the access of the erf without the prior written consent of the Association; (e) In the abovementioned conditions the expression "EYE OF AFRICA HOMEOWNERS ASSOCIATION" shall mean EYE OF AFRICA HOMEOWNERS ASSOCIATION (Association incorporated under Section 21)(No. 2007/030516/08). 9.4 No improvements may be erected on the property save with the prior written consent of the seller who shall grant such consent provided an agreement has been concluded with IPI Development Construction CC for the construction of improvements on the property. A condition in a format acceptable to the Registrar of Deeds shall be incorporated into the title deeds of the property on transfer thereof to the purchaser. 10. Condition of the property acknowledgments by purchaser The purchaser expressly acknowledges the following: 10.1 The purchaser hereby expressly acknowledges that prior to the signature of this agreement, the seller made available to the purchaser for its inspection copies of all relevant technical information and detail in the seller's possession pertaining to the establishment of the township to Eye of Africa, the consolidation of erven 2511 and 2512 to create Erf 2671 Eye of Africa Township and the and resubdivision of Erf 2671 and that the purchaser has entered into this agreement on this basis and accordingly the purchaser acknowledges that the seller has disclosed to the purchaser all relevant and necessary information pertaining to Eye of Africa and the property including the Memorandum of Incorporation of the Association and the applicable architectural rules and guidelines as at the date of sale The purchaser hereby acknowledges and accepts that it is purchasing the property in the condition as it is at the date of signature hereof and will be on the date of transfer and that the seller is not liable should there be any patent (visible) or latent (invisible) defects in the property. The purchaser hereby acknowledges

8 Page 8 and records that he has carefully examined and inspected both the property and all of the relevant technical information pertaining to the estate, the association and the property and agrees and accepts to purchase and to take transfer of the property on the basis outlined herein. 11. Breach 11.1 If either party breaches any provision of this agreement and remains in breach for 7 days after written notice to such party requiring that party to rectify that breach (except that no notice need be given if the breach is the non-payment of the deposit), or if either party repudiates this agreement, the other party shall be entitled at that party's option to sue for the immediate specific performance of any or all of the defaulting party's obligations under this agreement whether or not any such obligation is then due; or (either as an alternative to a claim for specific performance or upon the abandonment of such a claim) to cancel this agreement. Written notice of such cancellation shall be given to the defaulting party and the cancellation shall take effect on the giving of such notice In the event of the seller cancelling this agreement in terms of the preceding subclause all amounts paid by or on behalf of the purchaser in terms of this agreement, including amounts paid to third parties, shall be forfeited to the seller, unless the seller elects to claim damages in lieu of such forfeiture, in which latter event the seller shall be entitled to hold such amounts pending determination of the amount of the damages by agreement, order of court, or otherwise; if the damages as determined are greater or less than the amounts held by the seller, the difference shall be paid to the party entitled to the difference, by the other party;

9 Page the purchaser shall forthwith vacate the property; 11.3 The seller's remedies in terms of this clause are without prejudice to any other remedies to which the seller may be entitled in law. 12. Warranties by contractor 12.1 The contractor, by its signature to this agreement, hereby warrants in favour of the purchaser that: the contractor is registered with the National Home Builders Registration Council ("the NHBRC") and a copy of the NHBRC enrolment certificate will be delivered to the purchaser on transfer; the dwelling house was properly and lawfully enrolled by the NHBRC; for a period of 5 years from., the contractor will expeditiously remedy any structural defects which appear in the dwelling which are due to defective design and/or faulty materials and/or improper workmanship provided that the purchaser notifies the contractor, in writing, of such structural defects within the said 5 year period The purchaser expressly acknowledges and records that the seller has no obligation whatsoever to rectify any defects, whether latent or patent, in the dwelling house 12.3 The contractor hereby warrants the dwelling house has been constructed in accordance with the JBCC minor works contract. 13. Consumer Protection Act 68 of It is recorded that the provisions of the Consumer Protection Act 68 of 2008 ("the Consumer Act") are applicable to this transaction and accordingly the property is sold with the implied warranty of quality as set out in Section 56 of the Consumer Act and the property complies with the requirements and standards as contemplated in Section 55 of the Consumer Act.

10 Page The purchaser acknowledges and hereby accepts that, in terms of the Consumer Act, it is entitled to receive the property on the basis that the property: will be reasonably suitable for the purposes for which it is generally intended; is of good quality, in good working order and free of any defects; will be useable and durable for a reasonable period of time, having regard to the use to which the property would normally be put to and the surrounding circumstances of its supply Notwithstanding the provisions of the Consumer Act, the purchaser hereby expressly records that it has purchased the property on the basis outlined in Nomination clause (in terms of Section 5(2)(a) of the Transfer Duty Act) 14.1 This agreement is subject to the resolutive condition that the purchaser may nominate a third party purchaser ("the nominated purchaser") under this agreement as follows: the nominated purchaser need not be in existence at the time this agreement is signed but must be in existence at the time of the nomination; both the nomination and the nominated purchaser's acceptance of the nomination must be in writing and must be delivered to the seller within 15 days of signature of this agreement (or such extended date as the parties may agree in writing) failing which the right to nominate will lapse and the original purchaser will remain bound as purchaser under this agreement; if a nomination and an acceptance are duly delivered as set out above, the sale to the original purchaser will automatically fall away and be dissolved and the property will completely revert to the seller and the purchaser will automatically relinquish all rights on such delivery and a new sale to the nominated purchaser on the same terms and conditions will automatically simultaneously come into existence provided that:

11 Page reference to the date of this agreement will continue to refer to the date of this agreement and not to the date of the new agreement; the deposit, if any, paid by the original purchaser will be refundable by the seller to the original purchaser on payment by the nominated purchaser of the new deposit, provided that the nominated purchaser may pay the new deposit to the original purchaser in discharge both of the nominated purchaser's liability to pay the new deposit to the seller and the seller's liability to refund the old deposit to the original purchaser; there shall be no consideration whatsoever payable by the nominated purchaser to the purchaser or to the seller arising out of the cancellation of this sale and the coming into existence of the new sale pursuant to this clause and the purchaser will not receive any consideration arising from such cancellation and dissolution the original purchaser's rights to nominate a third party as purchaser is conditional on the original purchaser not being in breach of any obligation under this agreement The original purchaser will automatically be bound as surety and co-principal debtor for the nominated purchaser's obligations to the seller arising out of this sale (including any amounts which may become owing arising out of any breach of this agreement) and renounces the benefits of excussion, division, cession of action and de duobus vel pluribus reis debendi (which entitles the seller to recover full debt from the surety without first requiring payment from the first purchaser) the meaning and full force and effects of such benefits the original purchaser acknowledges he knows and understands It is recorded that the agent has agreed that if a new sale to the nominated purchaser comes into existence pursuant to this clause, commission will only be payable to the agent on the new sale to the nominated purchaser and not on the sale to the original purchaser which has fallen away.

12 Page Joint and several liability In the event of this agreement being signed by more than one person as purchaser, the obligation of such signatory shall be joint and several. 16. Suretyship Should the purchaser be a company, close corporation or trust the signatory to this agreement warrants that he is duly authorised to enter into this agreement on behalf of the said company, close corporation or trust. The signatory hereby binds himself as surety and co-principal debtor in favour of the seller for all of the obligations of the purchaser in terms of this agreement, including any amounts which may become owing arising out of any breach of this agreement by the purchaser, hereby renouncing the benefits of excussion, division, cession of action and de doubus vel pluribus reis debendi the meaning and full force and effect of such benefits, the signatory/surety hereby acknowledges that he knows and understands. 17. Arbitration 17.1 Save in respect of urgent relief, whether of an interim or final nature, any difference or dispute arising out of this agreement including (but without limiting the generality of the aforegoing): the interpretation thereof; the rectification thereof; the effect thereof; the parties' respective rights or obligations thereunder; a breach thereof; the termination thereof;

13 Page and/or any matter arising out of the termination thereof; 17.2 shall be subjected to and decided by arbitration in the manner set out in this paragraph The arbitration referred to in 17.1 shall be held in accordance with the expedited rules of the Arbitration Foundation of Southern Africa or its successor in office or title This paragraph 17 shall constitute the irrevocable consent of the parties hereto to the arbitration proceedings in terms hereof, and neither party shall be entitled to withdraw therefrom or to claim at any such arbitration proceedings that it is not bound by this paragraph. 18. Agents commission 18.1 The purchaser hereby warrants that it was introduced to the seller and the property by. from The seller shall, on transfer of the property to the purchaser, be liable for and pay commission to.. in accordance with a mandate agreement concluded between the seller and. 19. Voetstoots The property is sold "voetstoots" without any warranties of whatsoever nature whether express or implied and subject to all conditions of title and any conditions as may be imposed by all relevant authorities with regard to the consolidation of to create Erf 2671 Eye of Africa and the re-subdivision thereof as provided for in this agreement.

14 Page Suspensive condition 20.1 Mortgage Bond The agreement is subject to the suspensive condition that the purchaser, within 30 days of signature of this agreement, procure an offer for a loan in an amount of not less than R... from a third party financial institution on terms and conditions acceptable to the purchaser and, further, that the purchaser, in writing, accept the terms of such offer; 20.2 The suspensive condition in 20.1 shall be deemed to have been fulfilled on receipt by the seller, the agent or the seller's conveyancers, of written confirmation from the purchaser that it had received and accepted the offer in The seller shall be entitled, on written notice to the purchaser, to extend the time period for the fulfilment of either or all of the suspensive conditions in 20.1 for a further period or periods not exceeding a total of 90 days Should the suspensive condition in 20.1 not be timeously fulfilled, this agreement shall lapse and no longer be of any force or effect and in which event the deposit in 2.2.1, together with all interest thereon, shall be repaid to the purchaser The purchaser shall, as soon as possible after the signature of this agreement, take all reasonable steps and actively seek the fulfilment of the suspensive conditions in The seller shall be entitled to appoint a mortgage originator in order to actively assist the purchaser in procuring the fulfilment of the suspensive condition in 20.1, in which event, the purchaser shall be obliged to use the services of such mortgage originator and shall immediately on request, furnish such originator with all information, any documentation and sign any application for finance as may be reasonably required by the originator for purposes of the submission by the mortgage originator of loan applications to the various banks on the purchaser's behalf.

15 Page The suspensive condition in 20.1 is inserted for the benefit of the purchaser who shall be entitled, at any time prior to the time period for the fulfilment thereof, to waive the benefit thereof, on written notice to the seller. 21. Invasive Alien Plants 21.1 In terms of the NATIONAL ENVIRONMENTAL MANAGEMENT: BIODIVERSITY ACT 2004 (ACT NO. 10 OF 2004) ALIEN AND INVASIVE SPECIES REGULATIONS, 2014, the seller declares that to the best of his knowledge there are no Invasive Alien Species, as per the National register of alien and listed invasive species, present on the property The purchaser acknowledges that he has acquainted himself with the extent and nature of the property and accepts the property as such, including the vegetation on the property. 22. Miscellaneous matters 22.1 addresses and notices For the purposes of this agreement, including the giving of notices and the serving of legal process, the parties choose domicilium citandi et executandi ("domicilium") as follows: the seller :... fax no:. for attention :. the purchaser : the contractor : at the physical address and per the fax number as set out on annexure B. 3 Weyers Street Alrode South Alberton

16 Page A party may at any time change that party's domicilium by notice in writing, provided that the new domicilium is in the Republic of South Africa and consists of, or includes, a physical address at which process can be served Any notice given in connection with this agreement shall: be delivered by hand; or be sent by prepaid registered post; or be sent by or telefax; to the domicilium chosen by the party concerned A notice given as set out above shall be deemed to have been duly given: if delivered, on the date of delivery; if sent by post, 7 days after posting; if sent by or telefax, on the day that the or telefax is transmitted provided such date shall not be a Saturday, Sunday or Public Holiday entire contract This agreement constitutes the entire contract between the parties with regard to the matters dealt with in this agreement and no representations, terms, conditions or warranties not contained in this agreement shall be binding on the parties variation and cancellation No agreement varying, adding to, deleting from or cancelling this agreement, shall be effective unless reduced to writing and signed by or on behalf of the parties indulgences No indulgence granted by a party shall constitute a waiver of any of that party's rights under this agreement; accordingly, that party shall not be precluded, as a consequence of having granted such indulgence, from exercising any rights

17 Page 17 against the other which may have arisen in the past or which may arise in the future interpretation In this agreement, unless inconsistent with the context: words referring to one gender shall include a reference to the other genders; words importing the singular shall include the plural and vice versa; words referring to natural persons shall include companies and vice versa. Signed at on As witness: 1. seller 2. Signed at on As witness: 1. purchaser 2. Spouse If purchaser is married in community of property or married outside of South Africa where the husband was not domiciled in South Africa at the date of marriage Signed at on 2016 As Witness:

18 Page the contractor 2. Signed at on As witness: 1. agent 2.

19 Page 19 PURCHASER'S DETAILS Annexure B Purchaser Name :.. Purchaser Registration /:.. ID/Passport Number Purchaser's spouse: Spouses Name Spouse's ID No.: :.. :.. (applicable if the purchaser is married in community of property or if married other than by South African Law) Physical Address :.... Postal address :.... address Telephone No. Cell No. Income tax No. :.. :.. :.. :..