AGREEMENT OF SALE OF A SECTIONAL TITLE UNIT

Transcription

1 SECTION NO: AGREEMENT OF SALE OF A SECTIONAL TITLE UNIT entered into by and between Jade Africa Development Pty Ltd, t/a Jade Africa Developments Registration Number: 2008/010022/07 herein represented by MR TIAN he being duly authorized hereto (hereinafter referred to as the seller ) And (hereinafter referred to as "the Purchaser") (hereinafter referred to as "the 2 nd Purchaser") Subject to the terms and conditions contained herein and in the annexures annexed hereto, the Seller hereby sells the Section as described hereinafter, together with such exclusive use areas as may be applicable in the Scheme known as EDEN SANDTON with the rights to the common property related thereto. NOW THEREFORE IT IS AGREED THAT:- 1. SALE 1.1 The Seller hereby sells to the Purchaser who hereby purchases the section consisting of proposed Section No. measuring approximately (m²) square metre, garden measuring approximately (m²) square metre from the Seller, on the terms and conditions set out in this agreement. 1.2 The precise boundaries of the section forming part of the unit hereby sold shall be as depicted upon the sectional plan as and when approved in terms of the Act. 2. CARPORTS 2.1 The Purchaser shall, be entitled to the exclusive use, occupation and enjoyment of the following number of carports. 2.2 The Purchaser's rights in terms of this clause are in terms of section 27(A) of the Act and accordingly shall be referred to in the Conduct Rules for the Scheme and may not without the consent of the Seller be disposed of to anyone except the person to whom the Purchaser sells or disposes of the section. 3. PURCHASE PRICE The purchase price of the section payable by the Purchaser to the Seller is the amount of: R ( ) which amount shall be payable as follows:-

2 3.1 an initial deposit of R (THIRTY THOUSAND RAND) on signature hereof (and refundable only in the event of the suspensive condition not being fulfilled) to be paid to the Seller s Conveyancers: Name of Account Holder : SNYMANS INC Bank : FNB CRESTA Account Type : TRUST ACCOUNT Account Number : Branch Code : Reference : Section number Eden NB: Please use this reference: section number and Eden Eg: 01 Eden and the proof to annie@jadegroup.co.za 3.2 a further deposit of R ( ) payable 7 days after signature hereof and to be paid to the Seller; 3.3 the balance of R ( ) payable on the transfer date to be secured by irrevocable banker's or building society or other guarantees acceptable to the Seller delivered to the Seller or the conveyancers within 14 days of the granting of a bond referred to in clause 14, or if not applicable, within 21 days of date of signature of this agreement by the Purchaser. 4. OCCUPATION 4.1. All risk and benefit in the section will pass to the Purchaser upon occupation. The purchaser shall accept occupation on TRANSFER & REGISTRATION (occupation date) 4.2 Notwithstanding, the occupation date, the Purchaser shall have no claim whatsoever against the Seller in the event that the occupation date for any reason is delayed or anticipated earlier. Should the occupation date be amended (delayed or made earlier), the Seller shall give the Purchaser 30 days written notice on which the section will be ready for occupation and such date will become the new occupation date. 4.3 Should the section be registered after the occupation date, the Purchaser shall pay to the Seller monthly in advance: Occupational rent, calculated at 0.8% of the total purchase price payable to Jade Africa Developments monthly in advance from date of occupation till date of transfer Estimated Body Corporate levy per month of R.00 from date of occupation until date of transfer. First Months Levy is paid to Jade Africa Developments Water consumption The following is payable by the purchaser/s to Jade Africa Developments on signature of the bond and transfer documents and prior to occupation: Estimated Electrical & Water Connection Fee of R prior to occupation, payable to Jade Africa Developments Estimated first month s Levy of R.00 prior to occupation, payable to: Jade Africa Developments 4.5 The purchaser shall be required to sign acceptance of the Bond Grant and sign all bond and transfer documents at the attorneys as well as secure any further deposits within 48 hours of being requested to do so, 4.6 The purchaser shall not be entitled, under any circumstances, withhold payment in whole or in part, of any amounts payable to the Seller in terms of this agreement. 4.7 It is recorded that the Purchaser is aware that on the occupation date the building (including the section), common property and other sections may be incomplete and under construction and that the Purchaser must necessarily suffer inconvenience from building operations and from noise and dust resulting therefrom. The Purchaser shall not be entitled to cancel this agreement nor have any claim

3 whatsoever against the Seller by reason of any of the aforegoing. 4.8 Notwithstanding the provision of this clause, occupation of this property shall only be given to the purchaser has complied in full with clause 3 (payment of purchase price) and clause 4.4 (payment of the estimated levies, electricity and water connection fees), and signed all documents necessary for the transfer to proceed, including bond documents and the payment of bond costs. Should the purchaser not be given occupation due to non-compliance with the above, he/she shall still be liable for occupational rental from the above date. 4.9 In the event of any dispute as to when occupation of the section has or may be given, a certificate by the engineer certifying the date on which in his opinion the section was or will be ready for occupation notwithstanding that the section or the building as a whole may not have been completed at such date, shall be final and binding on the parties. In making the determination and issuing the aforesaid certificate, the engineer shall act as an expert and not as an arbitrator. 5. PAYMENT 5.1 The deposit/s, installments and all other amounts payable to the Seller in terms of this agreement shall be payable free of all bank costs at the Seller's address or at such other place within the Republic of South Africa as the Seller may from time to time in writing direct. 5.2 Each payment made in terms of this agreement shall be allocated first to occupational rental, secondly to all other costs and charges due by the Purchaser in terms hereof and thereafter in reduction of the balance of the purchase price. 6. PASSING OF RISK 6.1 All the benefit of and risk in and to the section shall pass to the Purchaser on the occupation date, save and except as provided for in clause It is specifically agreed between the Seller and the Purchaser that the taking of occupation of the section by the Purchaser shall be a complete and irrevocable acknowledgement that the Seller has fulfilled all its obligations other than as specified in clause 8 in terms of this agreement and shall render the Purchaser liable to effect payment of the full balance of the purchase price without any deductions howsoever arising. The Purchaser shall not be entitled to withhold any part of the purchase price on account of the Seller s obligations in terms of clause 8, as the Seller has undertaken and warranted to give effect to such obligations in accordance therewith. 7. PURCHASER'S ACKNOWLEDGMENT 7.1 The Purchaser acknowledges that he is aware of and fully acquainted with the following: the section is sold in accordance with the sectional plan and the participation quota endorsed thereon as and when approved and subject to any modification or alterations which may be made thereto from time to time in accordance with the provisions of the Act or of any authority, and subject to any applicable conditions of title which may be incorporated therein; it will only be possible for the Seller to give transfer of the section to the Purchaser after the registration of the sectional plan and the opening of a Sectional Title Register in respect of the building; if the areas of the common property are found not to correspond to those set out in this agreement, the Seller shall not be liable for any shortfall nor shall it be entitled to claim compensation for any surplus; the Seller intends to procure that upon the opening of the Sectional Title Register and the establishment of the body corporate, the management and conduct rules contained in the regulations to the Act shall apply subject to any changes and modifications allowed by the Act and which the Seller may deem necessary provided that: such rules be amended, modified or replaced to accord with the reasonable requirements of any bank approved by the Seller which may grant mortgage bonds to any Purchaser of a unit; such rules may grant to the members of the body corporate, the sole and exclusive use of areas of the common property.

4 7.2 By his signature hereto the Purchaser irrevocably and in rem suam appoints the Seller as his agent and attorney to attend any meeting of the body corporate at which the Purchaser is entitled to be present and then and there to vote, on behalf of the Purchaser for the amendment of the rules as referred to in clause above or the adoption of any house rules. 7.3 The Purchaser hereby acknowledges that construction may still be taking place on completion of the development subsequent to them having taken occupation. As a result thereof, the Purchaser indemnifies the Seller against any potential noise / nuisance caused by the aforementioned construction, building operations as well as loitering workers. 7.4 Purchasers who have purchased sections in Phase 1 of the development hereby acknowledge and understand that they will not be allowed access to, use or enjoyment of the Club House until such time as Phase 6 of the development has been completed. 8. SELLER'S WARRANTIES INCLUDING IN TERMS OF THE CPA ACT AND NHBRC ACT 8.1 The Seller warrants that: it will take all reasonable steps necessary to obtain registration of the sectional plan in respect of the building in terms of the Act; it will not alienate the common property or any portion thereof to any third party other than to a Purchaser of a unit; as at the date of sale and as at the date of transfer the Seller is and will be the registered owner of the building and of the property upon which it is situated (save for the owners of any other units) and no one has any right to acquire the property or any portion thereof. 8.2 It is recorded that the Seller is a producer as defined in the CPA Act and that the section is sold with an implied warranty of quality as provided for in section 56 of the CPA Act being a warranty that the section complies with the requirements and standards contemplated in section 55 of the CPA Act which provides that the Purchaser has a right to receive the section on the basis that it will be reasonably suitable for the purposes for which it is generally intended; it is of good quality, in good working order and free of any defects; it will be useable and durable for a reasonable period of time, having regard to the use to which the section would normally be used and to all the surrounding circumstances of its supply, except to the extent that the section and buildings have been altered, converted or refurbished after having left the control of the Seller. 8.3 It is however, as provided for in section 55 (6) of the CPA Act, recorded that: (a) (b) (c) the Purchaser has been expressly informed that the section is offered to the Purchaser in the condition as it stands with certain patent (visible) defects and possible latent (invisible) defects and; the Purchaser has carefully inspected the section and hereby expressly agrees to accept the section in the condition that it stands or, if the Buildings including the section still need to be erected in terms of the provisions of this Agreement, the Purchaser agrees to accept the section as it stands provided the section is erected in a workmanlike fashion and substantially in terms of the attached plans and specifications. (Purchaser to initial next to this provision as proof that the Purchaser has assented to this provision and the Purchaser acknowledges the notice and his awareness of the risk and acceptance of the provision) In the event of a dispute as to whether the section has been erected in a workmanlike fashion and substantially in term of the attached plans and specification the matter shall be referred to an independent architect agreed upon by the parties (or, if they cannot within 3 days agree, by the President of the Institute of Architects for the Gauteng Province) which architect, acting as expert and not as arbitrator, shall determine whether the section has been erected in a workmanlike fashion and substantially in terms of the attached plans and specifications and, if he determines that same is not the case, the Seller shall do everything required by that architect until the architect is satisfied that the section has been erected in a workmanlike fashion and substantially in terms of the attached plans and specifications. If the architect, after his first inspection, determines that the section has been erected in

5 a workmanlike fashion and substantially in terms of the attached plans and specifications the Purchaser shall pay his costs otherwise his costs shall be paid by the Seller. 8.4 In terms of the provisions of section 13(2) of the NHBRC Act the Seller gives the following warranties enforceable by the Purchaser against the Seller in any court namely that- (a) the section constructed or to be constructed in terms of this agreement- (i) is or shall be (if it still needs to be erected in terms of this agreement) constructed in a workmanlike manner; (ii) is or shall be fit for habitation; and (iii) is or shall be constructed in accordance with- (aa) the NHBRC Technical Requirements to the extent applicable to the Building including the section at the date of enrolment of the sections and Building with the Council; and (bb) the plans and specifications hereunto annexed (if any); (b) the Seller shall- ( i ) subject to the limitations and exclusions that may be prescribed by the Minister, at the cost of the Seller and upon demand by the Purchaser, rectify major structural defects in the section caused by the noncompliance with the NHBRC Technical Requirements and occurring within a period of five years as from the occupation date, and notified to the Seller by the Purchaser in writing within that period; ( ii ) rectify non-compliance with or deviation from the terms, plans and specifications of the agreement or any deficiency related to design, workmanship or material notified to the Seller by the Purchaser in writing within a period of three months as from the occupation date; and (iii ) repair roof leaks attributable to workmanship, design or materials occurring and notified to the Seller by the Purchaser in writing within 12 months as from the occupation date. 9. TERMS APPLICABLE PENDING ESTABLISHMENT OF BODY CORPORATE Pending the establishment of a body corporate as envisaged in the Act:- 9.1 the Purchaser shall, after the occupation date: not be entitled to make any alterations or additions to the section without the prior written consent of the Seller, which consent shall not be unreasonably withheld; maintain the section in a fit and proper condition, and generally undertake all such maintenance and repairs not envisaged in clause 9.2; be liable for all electricity, consumed in respect of the section, provided however that if it is found not to be desirable in the discretion of the Seller to arrange separate metering of the section, then such consumption will be calculated in accordance with the participation quota; be liable for all levies, levied by the body corporate; not use the section or the common property in such manner as to cause any damage thereto or to the other sections in the building, nor store or permit the storage therein of any inflammable materials which may vitiate any policy of insurance in respect of the building or which is likely to have the effect of increasing the premium payable in terms of any such insurance policy; be entitled to use the section only as a dwelling; permit the Seller either personally, or through the Seller's representative or agents, to have access to the section at all reasonable times for the purpose of inspecting it or to carry out maintenance or repairs which the Seller may in terms of clause 9 be obliged or entitled to perform whether such repairs relate to the section or not and the Purchaser shall have no claim against the Seller for any disturbance in his occupation arising out of the exercise by the Seller of the rights hereby conferred; use and enjoy the common property in such manner so as not to interfere with the use and enjoyment thereof by other unit holders or Purchasers thereof or other persons lawfully upon the property and shall comply with any rules which the Seller in its discretion may make in regard thereto;

6 9.2 The Seller shall: maintain the common property and keep it in a state of good and serviceable repair, including any structural repairs to the improvements erected thereon but excluding any exclusive use areas referred to in clause 2; keep in a state of good and serviceable repair and maintain the plant, machinery, fixtures and fittings used in connection with the common property; maintain and repair all pipes, wires, cables and ducts existing on the land or in the building and capable of being used only in connection with the enjoyment of more than one section or of the common property, provided however that notwithstanding anything to the contrary herein contained, the Seller shall be entitled to effect any repairs to the building (including the section) and/or the land even though the Seller is not obliged to effect such repairs in terms of this agreement. 9.3 A proportionate share of all costs, expenses and charges incurred by the Seller in terms of or in respect of the matters referred to in clause 9.2 shall be borne by the Purchaser in accordance with the participation quota. 9.4 In the event of the Seller being unable to transfer the section to the Purchaser by reason of either destruction of the building or expropriation of the land or in the event of destruction of the section to the extent that the Purchaser is deprived or likely to be deprived of beneficial occupation thereof for a period of four (4) months or longer, either party shall be entitled within 21 days of the relevant event to resile from the agreement, and upon either party so doing, the Seller shall refund to the Purchaser, the deposit referred to in clause 3.2. Within fourteen days of such refund having been made, the Purchaser shall vacate the section and save as aforesaid shall have no further claim against the Seller. If there is any dispute as to the likely period for which the Purchaser will be deprived of beneficial occupation of the section, such dispute shall be referred to the engineer whose decision shall be final and binding and who shall act as an expert and not as an arbitrator. 10. TRANSFER AND OPENING OF SECTIONAL TITLE REGISTER 10.1 It is recorded that the Seller on the opening of the sectional title register will reserve in its favour a right for a period of 10 years in terms of section 25 of the Act, to erect for its own benefit and account, further buildings and to extend the scheme in terms of further phases The Purchaser acknowledges that it will only be possible for the Seller to give transfer of the section to the Purchaser after the scheme which includes the unit has been approved, the sectional title register in respect thereof has been opened, or the scheme in respect thereof extended, as the case may be, and the unit has been released from the mortgage bond (if any) registered over the property or the units in the scheme at any time The Seller shall without delay endeavour to obtain the approval of the scheme and the opening of the sectional title register in order that transfer of the section may be given to the Purchaser The Purchaser shall not have any claim whatsoever against the Seller or be relieved of any of the Purchaser's obligations in terms of this agreement or be entitled to any remission or rebate of any charges payable by the Purchaser hereunder in the event of any delay in obtaining approval of the development scheme or the opening of the sectional title register or the extension of the scheme for whatever reason The Purchaser shall accept transfer of the section subject to: all provisions of the Act and subject to such conditions as may be laid down by the Surveyor General or any competent authority as the case may be, in terms of Section 14 or any other provision of the Act; such servitudes as may be applicable to the land and/or the building; such conditions reservations and servitudes contained or referred to in the title deed relating to the land;

7 such conditions as may be imposed by the developer in its sole discretion in terms of section 11(2) of the Act If the measurements of the section as stipulated herein differ from those contained in the sectional plan eventually registered by the Registrar of Deeds, by not more than 10% the Purchaser shall nevertheless accept transfer of the section as set out in the registered sectional plan in satisfaction of the obligations of the Seller in terms of this agreement The Seller shall be entitled to cancel this agreement in the event that this section relates to the extension of a scheme and the Sectional Title Register in respect thereof has not been opened for any reason whatsoever within 24 months of date hereof and the Seller shall refund the Purchaser any deposit paid The Purchaser shall on request, furnish the Seller's conveyancer FICA compliance documents as well as all other documentation required by the applicable financial institution to enable the Seller's conveyancer to prepare the transfer and mortgage bond documentation; sign all transfer and mortgage bond documents; sign all documents required by the mortgagee, if applicable which are required in addition to those referred to in and render such income tax returns or payments to the South African Revenue Service as may be due to enable the Seller s conveyancer to obtain a transfer duty receipt or exemption; and the failure to timeously do so shall constitute a breach of the agreement The Seller is liable for transfer fees and deeds office charges incidental to registration of the property in the name of the purchaser. The purchaser is liable for bond registration costs and initiation fees where a mortgage bond is required to finance the purchase. Should the purchaser use the seller's conveyancer for their bond registration for the property as well they will be afforded a preferential rate for such bond registration costs with the attorneys Should the Purchaser cause either transfer or mortgage bond documents to be amended after preparation by the Seller's conveyancer, the Purchaser shall be liable for wasted costs attendant thereto, which costs will be payable to the Seller's conveyancer prior to the documentation being amended The Seller shall be entitled to cancel this agreement in the event that the rezoning application in respect of the Scheme has not approved for any reason whatsoever within 12 months of date hereof and the Seller shall refund the Purchaser any deposit paid. 11. APPOINTMENT OF MANAGER The Seller shall be entitled to and the Purchaser shall be obliged to if so requested by the Seller after the opening of the sectional title register to appoint a manager by the body corporate as the professional manager of the building and the land in terms of the rules. 12. BREACH PURCHASER'S DEFAULT 12.1 If the Purchaser fails to pay on due date any amount which the Purchaser may in terms hereof be obliged to pay, or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the land and/or building, including the section), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non-payment within seven days of receipt of written notice per , facsimile or delivery by hand calling upon the Purchaser so to do: to cancel this agreement, retake possession of the unit and: claim all damages suffered by reason of the Purchaser's breach of contract, in

8 which event, pending the determination of such damages, the Seller shall be entitled to retain in pledge, as security for the due payment by the Purchaser of such damages, all amounts paid by the Purchaser in terms of this agreement, and immediately the Seller's claim for damages is established, set off and credit against such damages the aforesaid amounts retained by the Seller, provided that should such retained amounts exceed the damages so due to the Seller, the Seller shall refund the excess to the Purchaser, but, that should the said damages exceed the said amounts retained, the Purchaser shall be obliged to pay the amount of the shortfall to the Seller on demand; or claim payment of all arrear payments then due and retain all payments already made by the Purchaser to the Seller prior thereto, as a penalty or as liquidated damages; or to claim immediate payment of the full balance of the purchase price, interest and all other amounts payable by the Purchaser in terms of this agreement If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the section save only as otherwise provided by law. 13. CESSION The Seller shall be entitled at any time to cede its rights under this agreement or to assign this agreement to any other person or company and the Purchaser hereby consents to such cession or assignment. 14. MORTGAGE FINANCE 14.1 The provisions of this agreement, are subject to the suspensive condition that the Purchaser (or the Seller or the Developer s agent, on the Purchaser's behalf) is able to raise a loan upon the security of a first mortgage bond to be passed over the section for a sum of no less than R ( ) This condition shall be deemed to have been fulfilled upon written advice by the lender to the Seller or the Purchaser that it is prepared to make the loan subject to the register being opened and notwithstanding that funds might not immediately be available. The parties record that acceptance of a quotation or letter issued by a financial institution offering a loan to the Purchaser shall constitute fulfillment of the suspensive condition to this sale and such acceptance shall be given within 5 (five) days of the quotation being granted by the financial institution In the event that the aforesaid loan cannot be raised within 21 days of the date of signature by the Purchaser of this agreement or in each case within such extended period not exceeding 30 days as the Seller may in writing in its sole discretion allow, the provisions of this agreement other than those relating to the non-refundable deposit shall lapse and be of no further force and effect, in which event: the Purchaser shall vacate the unit and restore it to the Seller as provided in this agreement; the Seller shall refund to the Purchaser the amount paid in terms of clause 3.1. Should any amount still be due to the Seller as occupational interest or charges to restore the unit as referred to in clause then the Seller shall be entitled to deduct the same before affecting the refund The Purchaser undertakes to provide and sign all documents necessary to fulfil the suspensive condition immediately on request of the bond originator, who shall use their best endeavours to procure the

9 mortgage finance from a financial institution In the event the Purchaser does not furnish the Seller or the Developer s agent within 7 days of request with all documents requested, alternatively attend to complete and submit a bond application within 7 days of signature hereof to a financial institution, the suspensive condition shall be deemed to have been fulfilled. 15. JOINT AND SEVERAL LIABILITY Should this agreement be signed by more than one person as Purchaser, the obligation of all such signatories shall be joint and several. 16. SURETYSHIP Should the Purchaser be a company or close corporation it shall be a condition of this agreement that the directors or members of such company or close corporation bind themselves in such form as the Seller may require, within ten days of signature hereof by the Purchaser, as sureties and co-principal debtors in favor of the Seller for all 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. 17. MAGISTRATE'S COURT JURISDICTION In respect of any litigation arising out of this contract the parties hereby consent to the jurisdiction of any Magistrate's Court having jurisdiction over their respective person, notwithstanding that any action or proceeding may otherwise be beyond the jurisdiction of such Court, provided that either party shall have the right to institute action in any other competent court of jurisdiction. 18. COMPANY OR CLOSE CORPORATION TO BE FORMED Should this agreement be signed on behalf of a company or close corporation to be formed then should the company or close corporation not be formed and ratify this agreement within 30 days of date of final signature hereof then, the signatory on behalf of the Purchaser, shall be the Purchaser for all intents and purposes in terms hereof. 19. MISCELLANEOUS MATTER 19.1 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:- Address of the Seller : JADE AFRICA DEVELOPMENT (PTY) LIMITED UNIT 32, JADE HILL, CEDAR CREEK ESTATE, 1 ST RD, BROARDACRES, JOHANNESBURG, SOUTH AFRICA Fax No : admin@jadegroup.co.za (VERY IMPORTANT, IN CAPITALS, PLEASE) Physical Address of Purchaser: Cell No. : Tel No.: address:

10 A party may at any time change that party's domicilium by notice in writing to each of the other parties, 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 serviced, such new address being effective on receipt by the addressee of such written notice Any notice given in connection with this agreement shall: be delivered by hand; or be sent by prepaid registered post; or be sent by telefax / (if the domicilium includes a telefax number / address) 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 telefax / , on the day that the telefax / is transmitted ENTIRE CONTRACT This agreement constitutes the entire contract between the parties with regard to the matters dealt within 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 canceling 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 against the other which may have arisen in the past or which may arise in the future COOLING- OFF PERIOD Section 16(3) of the CPA Act entitles the Purchaser to cancel this Agreement without reason or penalty, by written or other recorded notice to the Seller within five business days after the later of the date on which the Agreement is concluded and the Seller shall be obliged to return any payment received in respect of the purchase price The Purchaser s rights in terms of section 16(3) of the CPA Act, however shall be subject to: the Agreement having been proved to have resulted from any direct marketing, the Purchaser having at its risk and expense returned the section to the Seller The Purchaser s obligation to return the section is required to be performed within 10 business days of having received delivery of the section whereafter the Seller is obliged to refund any consideration received within 15 business days of receipt of delivery of the section from the Purchaser, subject to the Seller s right to impose a charge or reasonable amount for any damage, wear and tear or use of the section as prescribed by sections 20(5) and(6) of the CPA Act. 20. AGENT'S COMMISSION The Purchaser hereby warrants that the Developer's agent / consultant is the only estate agent which has introduced the property to the Purchaser. The Developer shall be liable for agents / consultants commission which is payable on registration of transfer. 21. LIMITATIONS EXCLUSIONS AND ACKNOWLEDGEMENTS 21.1 PROHIBITION AGAINST RESALE AND ADVERTISING Until transfer of the section is registered in the name of the Purchaser:-

11 22. TITLE CONDITIONS the Purchaser shall not be entitled to cede, assign, sell, alienate, transfer or make over any of his rights in and to this agreement or his interest in and to the section to any person, nor shall the Purchaser be entitled to sell, alienate, lease or in any other way dispose of or deal with the section, without the prior consent of the Seller first being obtained the Purchaser shall not erect on or outside the section any "FOR SALE" or "SOLD" board or any other boarding or sign boards for advertising purposes, without the prior written consent of the Seller first being obtained. The section is sold subject to the existing title conditions and servitudes mentioned or referred to in the title deeds of the erf on which the property is situated and upon any servitudes and conditions which are contained or will be contained in the title deeds of the section or which will be laid down by the local authority or any other competent authority or contained in the relevant approval of the cluster home development scheme for the erf on which the property is situated. 23. SPECIFIC EXCLUSIONS FROM THE CONTRACT The purchase price does not include: any materials or fittings not specified in the specification or schedule of finishes; 23.2 deposits required by authorities. 24. DEFINITIONS 24.1 In this agreement unless otherwise indicated or unless the contrary intention shall appear the following terms shall have the meanings assigned to them hereunder, namely: the Seller Jade Africa Developments Pty Ltd, Registration Number: 2008/010022/07 NHBRC Registration Number: ; "the Act" - the Sectional Titles Act, No. 95 of 1986, as amended, and all regulations made in terms thereof as amended or replaced from time to time; the CPA the Consumer Protection Act 68 of 2008, as amended, and all regulations made in terms thereof as amended or replaced from time to time; the NHBRC Act the Housing Consumers Protection Measures Act as amended, and all regulations made in terms thereof as amended or replaced from time to time; "the developers agent" the agents appointed by the developer; "the engineer" - any engineer nominated by the Seller; "body corporate" - the body corporate referred to in Section 36 of the Act established in respect of the buildings; "building" - the building or buildings and all improvements erected or to be erected on the land; "common property" - the land and such part of the buildings as are not included in any section; "the conveyancers" Snymans Inc, who shall attend to all transfers on behalf of the developer as well as register all mortgage bonds on behalf of the financial institutions "the developer" - the Seller or its successors in title or assigns having the rights and powers conferred on a developer by the Act; "the land" ERF NO: 30 EDENBURG "the manager" - the manager to be appointed by the developer; "occupation date" - the date of occupation referred to in clause 6; "participation quota" - in relation to a section or the owner of a section shall be the decimal fraction specified in Annexure "A" hereto and in the schedule to the sectional plan as amended from time to time, but subject to Sections 25 and 26 of the Act, if applicable; "the plan" - "Annexure B" hereto; "the property" - collectively the land and the building/s; "the rules" - the rules as referred to in clause hereof; "the scheme" - the development scheme known as EDEN SANDTON as set out in Annexure "A" hereto promoted by the developer in respect of the building, and any extensions of the scheme by additions of sections or of land from time to time in terms of Sections 24 or 25 respectively of the Act; "the section" - the section described in clause 1 and annexure "B" with the specifications set out in annexure "C" measured from the median line of the dividing walls of such section and more

12 25 fully indicated on the plan notwithstanding that the plan upon which it is shown or to be shown may not be registered; "the sectional plan" - the plan approved by the Surveyor-General; "the sectional title register" - the sectional title register in respect of the land and the building/s comprised in the scheme from time to time; "the specifications" - annexure "C" hereto; "the transfer date" - shall mean the date upon which transfer of the section into the name of the Purchaser has been effected in terms of the Act; "the unit" - shall have the meaning defined in the Act and with regard to the unit hereby sold shall mean any section which is specified in clause 1 and an undivided share in the common property apportionate to the section in accordance with its participation quota notwithstanding that the sectional plan upon which the section forming part of the unit is shown or is to be shown may not be presently registered In this agreement, unless the context otherwise requires: words and expressions used in the Act shall have the same meanings as have been assigned to them in terms of the Act; the masculine shall include the feminine and vice versa and they shall both include neuter; the singular shall include the plural and the headings are used for reference only and are in no way to be deemed to explain, modify, amplify or aid in the interpretation of this agreement. THUS DONE AND SIGNED AT ON THIS THE DAY OF 201. AS WITNESSES PURCHASER THUS DONE AND SIGNED AT ON THIS THE DAY OF 201. AS WITNESSES nd PURCHASER THUS DONE AND SIGNED AT ON THIS THE DAY OF 201. AS WITNESSES SELLER: JADE AFRICA DEVELOPMENTS