C O N T R A C T Incorporating the Standard Commercial Property Conditions (1st Edition) P A R T I C U L A R S

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1 C O N T R A C T Incorporating the Standard Commercial Property Conditions (1st Edition) Attachments Model TR1 ("Model TR1") Statutory Declaration ("Model Declaration") T H E P A R T I C U L A R S Contract Date : Seller : JOHN PETER CLARKE of Furlong, Poyntington, Sherborne, Dorset DT2 7NX and ROY COURTENEY WILLIAM BARBER of Greystones, 18 Southdown Avenue, Preston, Weymouth, Dorset DT3 6HR Buyer : Property (Freehold) : 17 High Street, Shepton Mallet, Somerset described in the Model TR1 annexed Root of Title Incumbrances on the Property The conveyance dated 10 September 1987 made between Palmer Snell Limited 91) M J Cozens, J P Clarke and R C W Barber (2) : 1. Matters contained or referred to in the Model TR1 2. The lease of the ground floor of the Property dated 14 May 2004 between the Seller (1) Countrywide Estate Agents (2) ("the First Lease") 3. The lease of the first and second floors of the Property dated 14 May 2004 between the Seller (1) Countrywide Estate Agents (2) ("the Second Lease") Title Guarantees : The Seller sells with the title guarantee set out in the Model TR1 Completion Date : 28 days from and including the date hereof Contract Rate : The Law Society's interest rate Purchase Price (words) Purchase Price : Deposit (10%) : Amount of Search Fees Model TP1 and Documentation Costs : : : ( plus VAT) 1

2 The Seller will sell and the Buyer will buy the Property for the Purchase Price in accordance with the terms of this contract ("the Contract Terms") WARNING Signed This is a formal document designed to create legal rights and legal obligations. Take advice before using it. Seller/Buyer Seller's Solicitors : THE STOKES PARTNERSHIP Ref: 128/ Buyer's Solicitors : 2

3 THE CONTRACT TERMS 1. INCORPORATION OF STANDARD CONDITIONS OF SALE This Contract incorporates the Standard Commercial Property Conditions (First Edition) ("the Conditions"). Where there is conflict between the Conditions and this Contract, this Contract and the Contract Terms prevail. 2. DEFINITIONS Where the context so admits terms used or defined in this Contract have the same meaning when used in the conditions. 3. DELETION AND MODIFICATION OF THE CONDITIONS The following conditions are deleted or modified: 3.1 Notice And Documents Condition is deleted; Condition is modified by the addition of the words: " PROVIDED THAT, at the time of service, no notice of withdrawal of instructions from the recipient's Solicitor has been received by the server's Solicitor". 3.2 Matters Affecting The Property Notwithstanding the provision of condition it is for the Buyer, before contract is made, to make all the searches, enquiries and inspections which a prudent buyer would make; he buys the Property subject to anything which they did reveal, or would have revealed, to him. 3.3 Title Notwithstanding the provisions of condition title to the Property having been deduced prior to the date of this contract the Buyer will be deemed to have accepted the same and will not raise any requisition on the title so deduced. 3.4 Responsibility for Property Conditions to shall apply, except that: At the end of condition (f) (i) there shall be added "less an amount equal to any sums incurred by the Seller before completion in remedying the damage and/or applied from loss of rent insurance monies in meeting any abatement of rent before completion resulting from the damage". 3

4 3.4.2 Any sums payable under condition (f) (i) and (ii) to the Buyer shall instead be paid to the Buyer's solicitors who shall hold them in a designated bank account to be first applied to reimburse the Buyer for costs expended after completion in remedying the relevant damage in accordance with the landlord's obligations under the leases and any balance shall be released to the Buyer only on production of a certificate by an independent chartered surveyor certifying that those obligations have been fulfilled At the end of condition (a) there shall be added "unless the Buyer, with the Seller's consent, takes over the existing insurance policy or policies relating to the property maintained by the Seller under the terms of the Leases" The Seller shall use all reasonable endeavours to arrange for the Buyer's interest in the Property to be noted on the said policy from the date hereof. 3.5 Late Completion Condition is deleted and in its place is substituted: "7.3.3 A claim for compensation under this condition does not prejudice the claimant's right to damages but any claim for loss resulting from delayed completion is to be reduced by any compensation paid under this condition." If the Seller prepares or gives a notice to complete then the Buyer will pay in addition to any compensation due and payable under condition 7.3 or 7.5 the sum of plus VAT in respect of the Seller's cost of and incidental to the preparation of a notice to complete and such sum will be paid as compensation allowed under condition 7.3 and due under conditions 6.4 (b). 4. FIXTURES AND FITTINGS The Property includes all fixtures and fittings on the Property as at the date of this Contract, other than tenant's fixtures and fittings. 5. INCUMBRANCES The Property is sold subject to the Incumbrances on the Property and the Buyer will raise no requisition on them. 4

5 6. TITLE AND TITLE GUARANTEES 6.1 On completion, the Seller shall procure that the Model Declaration is duly sworn and delivered to the Buyer and the Buyer agrees not to raise any requisition on the subject matter of the Model Declaration. 6.2 Subject to the terms of this contract and to the conditions the Seller is to transfer the Property with the Title Guarantee and on the terms specified in the Model TR1. 7. POSSESSION The Property is sold subject to the First Lease and the Second Lease but otherwise with vacant possession. 8. AUTHORISED PLANNING USER The Seller gives no warranty as to the authorised user of the Property for the purposes of the Town and Country Planning Act 1990 as amended from time to time. 9. COMPLETION AND LIMITATION ON OBLIGATION TO TRANSFER 9.1 The Law Society's Code for Completion by Post shall apply. 9.2 The Seller will not be obliged to transfer the Property to any person other than the Buyer nor in more than one assurance nor otherwise than by way of the Model Transfer. 10. LEASE 10.1 Apportionments of rents payable by instalments under the Leases shall be calculated as if the rent comprised in each instalment accrued by equal daily amounts throughout the relevant year of the tenancies created by the Leases and the Buyer shall be attributed with the number of days remaining in the instalment period in which completion falls, starting with the day after completion The Buyer shall use reasonable efforts to seek to recover, after completion, in accordance with condition all arrears of rent and insurance contributions remaining outstanding on completion under the Leases. If the Buyer fails to recover any arrears within 3 months of completion, the Seller may, without prejudice to its other rights and remedies, require the Buyer to assign back to the Seller the right to recover them by legal proceedings For the purposes of this clause, references to "the Leases" shall be deemed to be references to the First Lease and/or the Second Lease as appropriate. 5

6 11. ADDITIONAL SUMS PAYABLE BY THE BUYER The Buyer will pay to the Seller at completion 11.1 The Search Fees specified in the Particulars; and 11.2 The Model TR1 and Documentation Costs specified in the Particulars. 12 VALUE ADDED TAX The Seller warrants and undertakes to the Buyer that the Seller has not elected to waive the exemption to charge Value Added Tax in relation to the Property and will not make any such election to HM Customs and Excise prior to completion. 13 PROPERTY SOLD AT AUCTION 13.1 The purchase of the Property shall be completed on the Completion Date specified in the Particulars at the office of the Seller's solicitors For the purpose of the Contract Term 3.3 above "deduced" shall mean the deeds of the Property having been available for inspection at the Seller's solicitors at any reasonable time before the date of the Auction Sale by appointment during office hours The Buyer acknowledges that save as to such of the written statements of the Seller's solicitors made prior to the making of this Contract as were not susceptible to independent verification by inspection, search or enquiry (whether or not such inspection, search or enquiry has been made) the Buyer has not entered into this Contract in reliance wholly or in part upon any such statement or representation made to them or on behalf of the Seller The Deposit of 10% of the Purchase Price shall be paid by the Buyer at the close of the Auction Sale to the Seller's solicitors, and where the deposit exceeds the sum of 20,000, such evidence as the Seller's solicitors may properly require to validate the source and legitimacy of those funds The Deposit may be paid by such method as the Seller's solicitors shall in their discretion accept and the Buyer shall produce such evidence as the Seller's solicitors shall reasonably require of his identity and credit worthiness and if the Deposit is paid otherwise than in cash that instrument of payment shall be honoured The Buyer will on exchange produce to the Seller's solicitors such evidence of identity as the Seller's solicitors may properly direct If the instrument of payment of the Deposit is not honoured on first presentation the Seller shall have the option of: 6

7 rescinding the Contract; or affirming the Contract and if the Seller affirms the Contract, either: the Seller may determine the Contract and forfeit the Deposit which shall remain due to the Seller and, in addition, the Buyer will remain liable on his instrument of payment; or the Seller may seek specific performance of the sale The Buyer shall sign this Contract at the close of the Auction. 7

THIS AGREEMENT is made the 2015 BETWEEN

THIS AGREEMENT is made the 2015 BETWEEN (1) the Seller whose name and address is set out in the Schedule hereto ("the Seller") and (2) the person or persons whose name or names and address or addresses