1 PURCHASE AND SALE AGREEMENT between APEXHI PROPERTIES LIMITED (Registration number: 1999/000238/06) and (Purchaser) and (Purchaser)
2 TABLE OF CONTENTS 1. COVERING SCHEDULE INTERPRETATION UNIT SOLD PURCHASE PRICE CONDITION PRECEDENT PLACE OF PAYMENT SECTIONAL TITLE REGISTER RISK LEVIES OCCUPATION COSTS CONVEYANCER'S COSTS TRANSFER AGENT'S COMMISSION CERTIFICATE OF ELECTRICAL COMPLIANCE BREACH MISCELLANEOUS MATTERS ENTIRE CONTRACT VARIATION AND CANCELLATION INDULGENCE OFFER COOLING OFF PERIOD...14
3 Page 1 1. COVERING SCHEDULE 1.1 PARTIES: SELLER: Address: APEXHI PROPERTIES LIMITED (Registration Number 1999/000238/06) c/o Fluxmans Inc 11 Biermann Avenue Rosebank Tel: (011) Ref: E B Tonini PURCHASER: CO-PURCHASER: Individual /Company/Close Corporation/Trust: Registration Number: Natural Person (full names): Purchaser - ID Number/ Date of Birth: Co-Purchaser - ID Number / Date of Birth Income Tax Number / VAT Reg No. Residential Address: Marital Status: Full Names of Spouse: Telephone No: address: (home) (work) (cell) (fax) 1.2 UNIT: Consisting of the Section referred to in in the building identified in below, erected on the property identified in below:
4 Page Building: PARKTOWN VIEWS Section Property: Proposed Section No: Approximate Area: Square Metres means Erf 3746 and 3747 Johannesburg, being the property upon which the Sectional Title Scheme referred to in is to be opened; 1.3 PURCHASE PRICE R 1.4 DEPOSIT R10, (Ten Thousand Rand) 1.5 MORTGAGE BOND (Indicate if required) LOAN AMOUNT (as provided for in 5.1 of the agreement) Date by which the Mortgage bond must be granted Mortgage originator to be appointed by the seller No Yes R 21 days from date of signature of this Agreement by the Purchaser Aengus Property Holding (Pty) Limited 1.6 ESTIMATED MONTHLY LEVY R 1.7 CONVEYANCERS 1.8 Conveyancer's Trust Account Details Fluxmans Inc 11 Biermann Avenue Rosebank Tel: (0111) Ref: E B Tonini Fluxmans Inc Standard Bank Carlton Centre Branch Code: Account No SELLING AGENT Aengus Property Management (Pty) Limited
5 Page 3 2. INTERPRETATION 2.1 For the purpose of this agreement, unless the context indicates otherwise: "the Act" means the Sectional Titles Act 95 of 1986 and any regulations promulgated thereunder, as amended from time to time; "the Body Corporate" means the Body Corporate as defined in Section 36(1) of the Act, in relation to the Scheme; "the common property" means the property included in the scheme and such part of the building or buildings as are not included in the section; "the Covering Schedule" means the Covering Schedule to which this agreement is annexed; "the guarantee due date" means 30 (thirty) days after approval of a loan in the loan amount, or if no loan is required, within 30 (thirty) days of signature of this agreement; "the purchaser" means the purchaser of the unit, his successor-intitle, heirs, executors, administrators or assigns, described in of the Covering Schedule; "the Rules" means the Rules of the scheme available for inspection by the purchaser at the offices of the seller, which Rules provide inter alia for a different value to be attached to the vote of an owner of a section to be used exclusively for retail, parking and/or access and pedestrian purposes, and a modification of the liability of an owner to make contributions to the general levy fund;
6 Page "the section" means the meanings defined in the Act, and with particular reference to this Agreement shall mean that section forming part of that Unit (the Unit includes an undivided share in the common property) which is sold and transferred in terms of this agreement, and as identified in of the Covering Schedule; "the sectional plans" means the draft sectional plans to be approved by the Surveyor-General in due course, which is described as a sectional plan, showing the building or buildings and the property comprising the scheme and which complies with the requirements of the Act; "the scheme" means the sectional title scheme referred to in of the Covering Schedule; "the seller" means the seller described in of the Covering Schedule, its successor-in-title, heirs, executors, administrator or assigns; "transfer" means the registration of transfer (in the office of the Registrar of Deeds at Johannesburg) of the unit into the name of the purchaser; "the unit" collectively, means: the Section described in in the Covering Schedule as shown and more fully described on the sectional plans relating to the scheme known as PARKTOWN VIEWS having a floor area referred to in of the Covering Schedule; an undivided share in the common property in the abovementioned scheme, apportioned to the section in accordance with the participation quota endorsed on the sectional plans.
7 Page The Covering Schedule shall form an integral part of this agreement and shall be used in the interpretation thereof; 2.3 The clause headings in this agreement have been inserted for convenience purposes only and shall not be used in the interpretation thereof. 2.4 When any number of days is prescribed in this agreement, same shall be reckoned exclusively of the first and exclusively of the last day, unless the last day falls on a Saturday, Sunday or public holiday, in which case, the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday. 2.5 When figures are referred to in numerals and in words, and if there is any conflict between the two, the words shall prevail. 2.6 Unless the context indicates a contrary intention: an expression which denotes: any gender shall include the other genders; a natural person shall include an artificial person and vice versa; the singular shall include the plural and vice versa. 3. UNIT SOLD 3.1 The seller hereby sells to the purchaser who purchases the unit on the terms and conditions set out herein. 3.2 The precise boundaries of the unit hereby sold shall be depicted upon the sectional plan as and when approved in terms of the Act.
8 Page 6 4. PURCHASE PRICE 4.1 The purchase price, as detailed in the Covering Schedule, shall be payable to the seller as follows: the deposit in cash upon signature hereof, which sum shall be paid to the conveyancers in their Trust account, as identified in 1.8 of the Covering Schedule, who are hereby authorised to invest that sum with a registered bank or financial institution in terms of Section 78(2A) of the Attorneys Act, in a special savings account, on call, on the purchaser's behalf pending transfer, when the said sum shall be paid to the seller's order. The said account will be in the name of the conveyancers with a reference to the abovementioned section of the Attorneys Act, but will be identified with the purchaser's name. Any interest earned on such account shall be for the benefit of the purchaser; the purchaser will be required to furnish the conveyancers with all documentation in compliance with the Financial Intelligence Centre Act and furnish the conveyancers with written authority to invest the said deposit. Until such time as these requirements have been complied with, the conveyancers are not permitted to invest the said deposit on behalf of the purchaser; the balance of the purchase price shall be payable against transfer and shall be secured by unconditional registered bank or financial institution guarantee acceptable to the seller and drawn in favour of the seller or its nominee and expressed to be payable free of exchange against transfer. Such guarantee shall be furnished to the conveyancers within a period of 30 (thirty) days from the date referred to in of the Covering Schedule;
9 Page In the event that the Bank in whose favour the loan referred to in 5, agrees to grant a loan for the full purchase price, then and in such event the deposit will be refunded to the purchaser upon transfer. 5. CONDITION PRECEDENT This agreement is subject to and conditional upon: 5.1 The mortgage originator referred to in of the Covering Schedule on behalf of the purchaser being able to raise a loan from a registered bank or financial institution in the loan amount referred to in of the Covering Schedule against the security of a first mortgage bond to be registered by the conveyancers over the unit, such loan to be raised on or before the date referred to in of the Covering Schedule Should the loan not be raised on or before the loan approval date or such further reasonable extended period which the seller, in its discretion may allow, then and in such event, this agreement shall be of no further force or effect and the deposit referred to in the Covering Schedule annexed and all interest earned thereon, shall be refunded by the conveyancers to the purchaser This condition is stipulated for the benefit of both parties. The purchaser may at any time prior to the date upon which such condition is to be fulfilled, in writing waive fulfilment of such condition and such condition will be deemed then to have been fulfilled. 5.2 The approval of the sectional plans by the Surveyor General on or before 30 JUNE 2008, which period may be extended in the seller's discretion This condition is stipulated for the benefit of the seller and may be waived by it at any time prior to the date upon which such condition is to be fulfilled.
10 Page 8 6. PLACE OF PAYMENT All payments due by either party under this agreement shall be made at such address or addresses in South Africa as the other party may specify. 7. SECTIONAL TITLE REGISTER The purchaser acknowledges: 7.1 that the transfer of the unit cannot be effected into its name, until such time as all the conditions that are imposed by the Local Authority or other competent authorities in connection with the registration of the sectional title scheme referred to in of the Covering Schedule have been complied with by the seller. The purchaser shall therefore not be entitled to receive transfer of the unit into its name, until the seller is in a position to effect transfer, and the purchaser has complied with its obligations in terms of this agreement. 7.2 that it 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 the opening of the sectional title register, provided that the delay is a result of vis major or any other cause beyond the control of the seller. In the event of a delay of this nature the seller shall be entitled to a fair and reasonable extension of time for the approval or opening of the scheme. 7.3 registration of transfer will be at the discretion of the conveyancer and that its obligations to pay transfer and/or mortgage conveyancing costs on demand to the conveyancer, occupational rental and/or levies in terms of this agreement shall remain unaffected by any delay occasioned in the registration process for whatsoever reason;
11 Page that in the event of the purchaser intending to or dispose of the unit prior to registration of transfer that the seller will not enter into a tripartite agreement and transfer of the unit to the purchaser may not be delayed as a result of such alienation or disposal; 7.5 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 5%, the purchaser shall nevertheless accept transfer of the unit as set out in the registered sectional title plan in satisfaction of the obligations of the seller in terms of this agreement; 7.6 the purchaser shall accept transfer of the unit subject to: such registerable conditions as may be imposed by the seller in terms of Section 11 of the Act; such servitudes as may be applicable to the property and/or the building; such conditions reservations and servitudes contained or referred to in the title deed relating to the property; and the rules of the scheme, which rules provide inter alia for a different value to be attached to the vote of an owner of a section to be used exclusively for retail, parking and/or access and pedestrian purposes and a modification of the liability of an owner to make contributions to the general levy fund as defined in the Act. 8. RISK The risk in respect of the unit shall pass to the purchaser on transfer.
12 Page LEVIES 9.1 The purchaser shall be liable for the levies and other charges in respect of the unit from the date of transfer. 9.2 The purchaser shall, on receipt of their account, pay to the conveyancers, their estimate of the purchaser's share of the levies payable, for a clearance certificate from the Body Corporate for the purpose of the transfer and the amount may be paid to the Body Corporate for this purpose. 9.3 On transfer, the final amount payable by the purchaser shall be calculated and any difference between the final amount and the estimate, shall be payable to the party entitled to the difference, by the other party. 10. OCCUPATION Occupation of the unit shall be given to the purchaser on date of transfer. 11. COSTS 11.1 The purchaser shall be liable for and shall on demand being made therefore pay to the conveyancers: the legal costs of and incidental to the transfer of the unit to the purchaser; and transfer duty, if applicable; and the legal costs of and incidental to the registration of the Mortgage Bond.
13 Page CONVEYANCER'S COSTS In the event of cancellation in terms of clause 16 hereof, the purchaser shall be liable to pay all costs incurred by the seller's conveyancers in connection with the transfer and bond registration, including the costs of this agreement and of any documents drawn, as also any costs of cancellation. 13. TRANSFER 13.1 Transfer shall be given to the purchaser within a reasonable time after the purchase price and the levies and costs payable by the purchaser have been secured or paid, as the case may be and the Surveyor General has approved the sectional plans Transfer shall be effected by the conveyancers Each party shall, within 7 (seven) days of being called upon to do so by the conveyancers, sign all documents required to be signed and furnish all documents required to be furnished by that party to enable transfer to be effected. 14. AGENT'S COMMISSION Agent's commission on this transaction, in terms of the sole mandate agreement entered into between the seller and the agent, shall be borne and paid for by the seller; agent's commission shall be payable on transfer in terms of the said sole mandate agreement. 15. CERTIFICATE OF ELECTRICAL COMPLIANCE 15.1 The seller shall obtain at his own cost, the required Certificate of Compliance as referred to in the Occupational Health and Safety Act No. 85 of 1993, as amended, and in terms of the regulations promulgated thereunder, and deliver
14 Page 12 the said Certificate of Compliance to the purchaser within 14 (fourteen) days after transfer In the event that the electrical installation is, in any manner whatsoever, faulty, the seller shall, at its cost and expense, effect the necessary repairs, in order to deliver to the purchaser the requisite Certificate of Compliance. 16. BREACH 16.1 Should any of the parties breach any provision of this agreement and should such breach not be remedied within 7 (seven) days after despatch to the defaulting party of a written notice requiring him to rectify that breach (except that no notice need be given if the breach complained of is the non payment of the deposit or if the purchaser repudiates this agreement in any manner whatsoever), the aggrieved party shall, at its election, without prejudice to any other rights which it might have for damages or otherwise, be entitled, at its option: to enforce the immediate specific performance of the terms hereof; or cancel this agreement In the event of the seller cancelling this agreement in terms of the preceding sub-clause 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, as rouwkoop or genuine pre-estimate of damages 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.
15 Page MISCELLANEOUS MATTERS 17.1 Addresses and Notices For the purpose of this agreement, including the giving of notice and the serving of legal process, the purchaser and the seller choose domicilium citandi et executandi ("domicilium") at the respective addresses specified in and of the Covering Schedule 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. The new domicilium shall become effective 14 (fourteen) days after the giving of the notice in question Any notice given in connection with this agreement shall be delivered by hand to the domicilium chosen by the party concerned A notice given as set out above shall be deemed to have been duly given (unless the contrary shall be proved) if delivered, on the date of delivery. 18. 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. 19. 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.
16 Page INDULGENCE No indulgence granted by either party shall constitute a waiver of any of its rights under this agreement or operate as an estoppel; accordingly, either party shall not be precluded, as a consequence of having granted such indulgence, from exercising any rights against the other party which may have arisen in the past or which may arise in the future. 21. OFFER This constitutes an irrevocable offer by the purchaser to the seller which is open for acceptance by the seller within 5 (five) days of date of signature hereof by the purchaser, whereafter this offer will be deemed to have lapsed and will be of no force or effect whatever. Acceptance shall be effective immediately on signature hereto by the seller, which acceptance need not be communicated to the purchaser. 22. COOLING OFF PERIOD It is acknowledged that the purchaser may, within a period of 5 (five) working days after signature hereto ("the cooling off period"), revoke or terminate this offer to purchase, in writing, which notice of revocation or termination must be delivered to the seller (at its chosen domicilium citandi et executandi, as set out in of the Covering Schedule) or to the Selling Agent, prior to the expiry of the cooling off period THUS DONE AND SIGNED BY THE PARTIES ON THE DATES AND AT THE PLACES SET OUT HEREUNDER: For: APEXHI PROPERTIES LIMITED duly authorised hereto Date:
17 Page 15 Place: For: THE PURCHASER For: THE PURCHASER Date: Place: Date: Place: For: THE SELLING AGENT (in accepting the benefits conferred on it in terms of this agreement) Date: Place: