1 Tel: 012 348 7777 Fax: 012 348 7776 E-Mail: dirk@rootx.co.za Sells by Private Treaty: CONDITIONS OF SALE FOR IMMOVABLE PROPERTY whereby ROOT X AFRICA AUCTIONEERS CC (REG NR: 2007/180369/23) 526 ATTERBURY ROAD, MENLO PARK, PRETORIA TEL: 086 034 8348 Duly represented by: Dirk Pienaar (the AGENT ) duly instructed by THE APPOINTED TRUSTEES IN THEIR CAPACITY AS TRUSTEES OF: N MPONDO, ID NO: 750411 0496 08 4 (INSOLVENT ESTATE) (Master s Reference No: T0167/2013) (Herein after referred to as the SELLER ) DESCRIPTION : UNIT 17 GLENDEEP VILLAGE SS912/2009, MAIN REEF ROAD, PRIMROSE GERMISTON IN EXTENT : 186.000M² TITLE DEED NO. : ST2896/2011 Together with all improvements thereon (the PROPERTY ) on the following terms and conditions: 1 ACCEPTANCE AND CONFIRMATION 1.2 The PURCHASER S offer shall be open for acceptance by the SELLER for a period of 30 (thirty) days from signature hereof. 1.3 Either the SELLER or the AGENT may accept the PURCHASER S offer at any time prior to the expiry of the confirmation period ( acceptance date ). 1.4 Should the SELLER reject the PURCHASER S offer, the AGENT will repay to the PURCHASER any deposit and commission paid by it. 1.5 In the event of the sale requiring the consent of any statutory authority or any court of law, then this sale is subject to such consent. 1.6 The agreement is subject to the approval of the sale by the Master of the High Court in terms of section 18(3) and/or Section 80(bis) of the Insolvency Act 24 of 1936. If such approval is not applicable, then subject to the Acceptance of the Agreement by the TRUSTEE upon the adoption of the Resolution authorizing him to do so at the Second Meeting of Creditors of the mentioned Insolvent Estate.
2 2. PURCHASE PRICE The purchase price of the PROPERTY, plus Value Added Tax ( VAT ) if applicable, shall be paid as follows: R (words ) (PLUS VALUE ADDED TAX IF APPLICABLE) 2.1 A Deposit of 10% (TEN PERCENT) of the purchase price to the AGENT by the PURCHASER immediately on signing the offer, which amount the Purchaser hereby authorize the AGENT to pay over to the SELLER. The deposit must be paid into: Root x Africa Auctioneers Trust Account, Standard Bank, Menlyn, Branch Code 012345, Account 012675318. 2.2 The PURCHASER agrees that the deposit paid in terms of this clause will for the benefit of the SELLER only if the offer is accepted. 2.3 The balance of the purchase price shall be paid in cash and secured, to the satisfaction of the SELLER S attorneys, by a written guarantee from the registered financial institution, payable free of exchange, against registration of transfer of the PROPERTY into the PURCHASER S name. The PURCHASER may elect to secure the balance of the purchase price by payment in cash to the SELLER S attorneys, who shall hold same in trust, pending registration of transfer into the name of the PURCHASER. The aforesaid guarantee shall be presented and/or cash shall be payable by the PURCHASER to the SELLER S attorneys within 45 (FORTY FIVE) days of signature of this agreement. If guarantees are not delivered within the said 45 (FORTY FIVE) days, the full deposit paid by the PURCHASER will be forfeited as Roukoop. 2.4 All deposits and commissions due by the PURCHASER in terms of this Agreement, and unpaid on due date, shall bear interest at the rate of 2% (two percent) above the Prime Rate, per month, calculated from the due date of payment to the actual date of payment thereof, (both days inclusive). 2.5 Any payment made by the PURCHASER in terms of this Agreement shall be allocated first to the payment of AGENT 's Commission when due and subject to the provisions contained in clause 5 hereof, then interest and thereafter to the payment of any other monies due in terms hereof. 2.6 The parties agree that the AGENT shall be entitled, immediately upon confirmation of acceptance of the offer by the SELLER, to allocate to itself from the deposit any amount that is due and payable to the AGENT by the SELLER, including but not limited to, advertising, commission, VAT on commission. Should the deposit not be sufficient for these costs, in respect of the total costs due, the balance shall remain payable by the SELLER to the AGENT, as agreed by the SELLER. 3. VALUE ADDED TAX 3.1 The purchase price is exclusive of VAT. 3.2 In the event of VAT being payable on the purchase price as a result of the sale, such VAT shall be paid by the PURCHASER to the SELLER S attorneys immediately on demand therefore. 3.3 In the event of the rate of which VAT is chargeable being amended after the date of signature hereof by the PURCHASER and in circumstances in which the amended rate will apply to this transaction, then the Purchase Price shall be adjusted accordingly, the intention being that the SELLER shall receive and retain the same amount after payment regardless of the rate at which VAT is payable 4. AGENT'S COMMISSION 4.1 AGENT S commission of 6% (SIX PERCENT) of the purchase price, plus VAT thereon, will be paid to the AGENT as agreed. The commission shall be deemed to have been earned on confirmation of acceptance of the offer by the SELLER.
5. OCCUPATIONAL INTEREST 3 Should the PURCHASER take possession of the PROPERTY prior to registration of transfer, he shall pay occupational interest, calculated at the rate of 1% (ONE PERCENT) per month on the balance of the purchase price outstanding from date of acceptance in writing to date of registration of transfer without deduction or setoff, on registration of transfer. 6. RATES AND TAXES 6.1 The PURCHASER shall be liable for all rates and taxes and levies and/or other Municipal charges levied on the PROPERTY from date of acceptance of this transaction. 6.2 The PURCHASER shall refund to the SELLER a pro rata share of all rates and taxes and taxes paid in advance by the SELLER for the period after the date of registration, which refund shall be paid upon registration of transfer. 7. SELLER RESIDENCY AND WITHHOLDING TAX It is recorded that the SELLER, AGENT and PURCHASER are aware of an obligation on the part of the PURCHASER to withhold part of the purchase price from the SELLER, if he is a non- resident and pay such withheld portion to SARS in terms of Section 35A of the Income Tax Act, (hereinafter referred to as the Act ) and in that regard: 7.1 The SELLER warrants that he is a RESIDENT of the Republic of South Africa; 7.2 The SELLER hereby indemnifies and holds harmless both the AGENT and the SELLER S attorney attending to the transfer f the property hereby sold, against and claim howsoever arising by virtue of them having acted in terms of the Act, on information supplied by the SELLER, or from any other source and the SELLER further waives any right of recourse he may have against the said SELLER S attorney and/or AGENT, in respect of any action of inaction by them in terms of the Act, on information supplied to them by the SELLER, or any other source; 7.3 In the event that the SELLER has warranted that he is a resident and information leads the AGENT or the SELLER S attorneys to suspect that the SELLER is non- resident, the AGENT or SELLER S attorney may be notice call upon the SELLER to obtain a directive from SARS within 30 days as to his resident status, failing which the provision of clause 7.4.1 below shall apply. 7.4 In the event that the SELLER is non- resident for tax purpose upon a proper interpretation of the terms of the Income Tax Act; 7.4.1 The PURCHASER hereby irrevocably instructs the SELLER S attorney upon registration of transfer to withhold the prescribed percentage of the purchase price and to pay same to SARS within 14 days. 7.4.2 Notwithstanding the provision of 7.4.1 above, the SELLER shall be entitled to obtain a directive from the South African Revenue Services for the non- withholding or a reduced withholding, of tax, which directive shall be delivered to the conveyance within 21 days of the date of acceptance of his agreement, failing which the SELLER shall be bound by the percentage withholdings as set out in the Act. 8 TRANSFER AND COSTS OF TRANSFER 8.1 Transfer of the PROPERTY shall be passed by the SELLER S attorneys as soon as possible after date of acceptance. 8.2 All normal costs of transfer of the PROPERTY, including stamp duty and transfer duty, if applicable, and all other costs necessarily incurred, shall be paid by the PURCHASER immediately upon request of the SELLER S attorneys. 8.3 The PURCHASER undertakes to sign all documents necessary to register transfer of the PROPERTY immediately upon request of the SELLER S Attorneys.
9 POSSESSION AND RISK 4 9.1 Possession of the PROPERTY shall be given by the SELLER and taken by the PURCHASER on ACCEPTANCE provided that clause 2.1 and 2.2 above has been fulfilled, from which date all risks and benefits of ownership in respect of the property shall pass to the PURCHASER. 9.2 Vacant possession of the PROPERTY is not given or guaranteed 9.3 The PURCHASER, at his own expense, shall insure the PROPERTY and improvements thereon for the full replacement value thereof from date of possession until date of registration of transfer against risk of loss or damage by any cause with an insurer acceptable to the SELLER. The SELLER S interest in the PROPERY shall be endorsed against such policy for such period. 9.4 Upon the PURCHASER taking possession of the PROPERTY and pending transfer, the following further provisions shall apply 9.4.1 the PURCHASER shall not sell, let or in any other manner dispose of the PROPERTY or his rights of occupation thereof, except with the written consent of the SELLER, which consent shall not be unreasonably withheld; 9.4.2 the PURCHASER shall be responsible for and pay all costs of electricity and water consumed in the PROPERTY. 9.5 The SELLER does not guarantee vacant occupation and it is the responsibility of the PURCHASER to obtain vacant occupation. 10 EXISTING TENANCIES 10.1 The PROPERTY is sold subject to all existing tenancies. 10.2 The PURCHASER shall be bound by the terms and conditions of all existing leases, of which he acknowledges he is fully apprised. 10.3 The PURCHASER shall not be entitled to give notice to any existing tenant of the PROPERTY until he has complied with clause 2.2. 11 REPAIRS AND IMPROVEMENTS 11.1 Prior to registration of transfer, the PURCHASER shall not be entitled to effect any alterations to the PROPERTY without the prior written consent of the SELLER. 11.2 The SELLER shall not be obliged to compensate the PURCHASER for any authorized alteration effected in the event of the sale being cancelled. 11.3 The PURCHASER shall be liable for any damages suffered by the SELLER as a result of any alterations effected by the PURCHASER not authorized by the SELLER. 11.4 The PURCHASER acknowledges that he/she is aware of the fact that the SELLER is not responsible for and will not carry out any repairs, renovations or maintenance on the property, and that there are no Guarantees or Warranties in full or in part on behalf of the SELLER for the immovable property. 12 BREACH 12.1 In the event of a breach of the conditions contained in this agreement by the PURCHASER, the SELLER shall be entitled to demand specific performance in terms of this agreement, including but not limited to immediate payment of the full outstanding balance of the purchase price, or to cancel this agreement immediately and the PURCHASER shall be liable to pay in addition to any commission payable in terms of this agreement, also be liable to the SELLER for damages which include but not be limited to any and all additional costs associated with the re-auctioning of the PROPERTY any additional advertising costs, interest and damages suffered by the SELLER as a result of the PURCHASER S breach and the subsequent cancellation of the agreement. The SELLER shall be entitled to retain any monies paid by the PURCHASER, whether to the SELLER, the SELLER S attorneys, the AGENTS or any other agent whatsoever, as a genuine pre-estimate of its liquidated damages.
12.2 Notwithstanding what is contained herein, should the PURCHASER pay any portion of the deposit but not pay a portion of or the full commission as required under these Conditions of Sale, the PARTIES record and agree that the AGENT shall be entitled to deduct from any portion of the deposit paid under these Conditions of Sale, the value of it s commission and direct costs and recover any shortfall thereon from the SELLER, on registration of transfer of the property into the name of the PURCHASER.. 12.3 It is recorded further that the deduction by the AGENT of commission due to it under the sale does not absolve the PURCHASER from any and all other obligations arising from these conditions of sale. 13 LEGAL COSTS The PURCHASER shall be liable for all legal costs incurred by the SELLER and the AGENT in enforcing the terms of this agreement, on an attorney and own client scale, including collection commission. 14 DOMICILIUM The PURCHASER and the SELLER hereby choose domicilium citandi et executandi for all purposes in respect of this agreement, including notices and Court process, the address recorded below his signature hereunder. Any notice sent by pre-paid registered post shall be deemed to have been received on the fifth day after posting; any notice delivered by hand shall be deemed to have been received on the day of delivery; any notice sent by telefax shall be deemed to have been received on the first business day after date of dispatch. 15 JOINT AND SEVERAL LIABILITY If this agreement is concluded with more than one PURCHASER, the liability of all such PURCHASERS to the SELLER and to the AGENT shall be joint and several in solidum. 16 SECTION 228 OF THE COMPANIES ACT 16.1 It is recorded that the SELLER and the PURCHASER are aware of the provisions of section 228 if the Companies Act 61 of 1973 (as amended) ( section 228 ), namely that if the SELLER is a company and it the property constitutes either the whole or the greater part of the undertaking of the SELLER, or the whole or the greater part of the assets of the SELLER, then the directors of the SELLER shall not have the power, save by a special resolution of the members of the SELLER, to dispose of the property. 16.2 Accordingly, the SELLER warrants that the provisions of Section 228 are not applicable to the sale of the property. 16.3 If Section 228 is applicable to the sale of the property and if the directors of the SELLER have not already been granted the necessary power in terms of section 228 to dispose of the property, then within 45 days of the acceptance date the SELLER shall procure that it s members pass and submit for registration by the Registrar of Companies a special resolution ratifying the sale of the property. 17 NOMINEE The PURCHASER shall be entitled, by notice in writing to the SELLER, to nominate a nominee in his place as PURCHASER, upon the following terms and conditions: 17.1 The aforesaid notice shall be handed to the SELLER by not later than close of business on the acceptance date; 17.1.1 the notice shall be set out the name and address of the nominee so nominated as PURCHASER; 17.1.2 the notice shall be accompanied by the nominee s written acknowledgment; 17.1.2.1 that it is fully aware of all terms and conditions of this agreement as if fully set out in such written acknowledgment; and 17.1.2.2 that it is bound by the provisions of this agreement as the PURCHASER; 17.2 should the PURCHASER nominate a nominee in terms of this clause, then: 5
6 17.2.1 all references to the PURCHASER in this agreement shall be deemed to be a reference to its nominee; and 17.2.2 the PURCHASER by his signature hereto, hereby interposes and binds himself as surety and co-principal debtor in solidum, for and on behalf of all the obligations of the foresaid nominee as PURCHASER, to and in favour of the SELLER, for all the PURCHASER S obligations under this agreement, including damages, and renounces of the benefits of division and exclusion. 18 COMPANY TO BE FORMED 18.1 In the event of the PURCHASER signing this agreement in his capacity as agent for a company to be formed and the PURCHASER fails within 20 (TWENTY) days from date of acceptance and confirmation of this agreement to register such company having as one of its objects the ratification and adoption of this agreement, or such company fails to adopt or ratify this agreement within 15 (FIFTEEN) days after date of its incorporation, then in such event the PURCHASER shall be deemed as from the date thereof to have entered into this agreement in his personal capacity and to have acquired all the rights and obligations of the PURCHASER under this agreement. 18.2 In the event of such company being registered and duly adopting or ratifying this agreement, or the nomination effected, then the PURCHASER by his signature hereunder, shall be deemed to bind himself to the SELLER as surety and co-principal debtor in solidium with such company or close corporation for the due performance by it as PURCHASER of the terms, conditions and obligations arising out of this agreement. 19 COMPANIES, CLOSE CORPORATIONS, OR TRUSTS Should the PURCHASER be a company, close corporation, association or trust, the person signing this agreement on behalf of such PURCHASER, by his signature hereto interposes and binds himself as surety for and co-principal debtor with the PURCHASER for the due and proper discharge of all its obligations arising from this agreement. 20 ELECTRICAL INSTALLATION CERTIFICATE OF COMPLIANCE The PURCHASER acknowledges that 20.1 There will be no obligation on the SELLER to furnish it with an electrical instalcertificate of compliance and which certificate is issued in terms of the Occupational Health and Safety Act No 85 of 1993; 20.2 He will take the necessary steps to obtain the electrical installation certificate of compliance at his own cost prior to registration of transfer. In the event of any electrical work being required in order to obtain the said certificate, all the costs associated therewith shall be for the account of the PURCHASER 21 MAGISTRATE S COURT JURISDICTION The parties hereto consent to the jurisdiction of the Magistrates Court in terms of Section 45 read with Section 28 of the Magistrates Court Act of 1994 as amended. Notwithstanding the aforegoing, this shall not preclude either party from approaching the High Court of South Africa for any relief sought. 22 GENERAL CLAUSES 22.1 These Conditions of Sale constitute the whole agreement between the parties as to the subject matter hereof and no agreement, representation or warranty between the parties other than those set out herein are binding on the parties; 22.2 No extension of time, waiver, indulgence or suspension of any of the provisions of this agreement which any party hereto may have given shall be binding unless recorded in a written document signed by both parties. 22.3 No variation or alteration or cancellation of these Conditions of Sale or any of the terms hereof, shall be of any force or effect, unless in writing and signed by the parties hereto.
7 22.4 Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine and words importing persons shall include partnerships and bodies corporate, and vice versa. 22.5 The parties signing this document confirm that they have read and understood all of the terms and conditions contained herein and agree that they are bound hereto. 22.6 The SELLER warrants that he is duly authorized to sign acceptance of the Deed of Sale. 22.7 The PARTIES, including the AGENT (if applicable) agree that in the event the arrear rates and taxes, levies and or electricity or any other statutory liability in this regard exceeds the purchase price, this agreement shall become null and void and all monies paid by any PARTY shall be refunded.
8 THE PROPERTY WAS PUT UP FOR SALE ON THE: DAY OF 2016 TO: COMPANY/ TRUST/ OTHER (hereinafter referred to as the PURCHASER ) ENTITY REGISTRATION NO: ENTITY ADDRESS: TELEPHONE DETAILS: (home) (work) (fax) (email) (cell) TO:MR/MRS/MS : (hereinafter referred to as the PURCHASER ) IDENTITY NO: ADDRESS: TELEPHONE DETAILS: (home) (work) (fax) (email) (cell) MARITAL STATUS (In //Out of Community of Property) SPOUSE S NAME SPOUSE S ID NO
9 SIGNED BY THE PURCHASER ON THE DAY OF 2016 AS WITNESSES: 1. PURCHASER (and where applicable, the signatory binding himself as surety and co-principal debtor in solidium) 2. ROOT X AUCTIONEERS CC Duly authorized ACCEPTANCE AND CONFIRMATION Accepted by me this day of 2016 AS WITNESSES: 1. SELLER (and where applicable the SELLER is duly authorized) SELLER S ADDRESS: 2.
Annexure A 10 VERIFICATION OF CLIENT VIEWING THE PROPERTY (To be signed by buyer and submitted with Offer to Purchase) 1. I/We,, hereby declare that I/we have (name of purchaser/s) visited the following Property: ERF Nr. & Suburb: UNIT 17 GLENDEEP VILLAGE SS, MAIN REEF ROAD, PRIMROSE GERMISTON Ref. Nr: 5876/LS 2. I/We noted that the Property is: (please select one) Guarded Vacant Occupied I/We will therefore be doing my/our own eviction, if the offer is Accepted, and only once the Property has been registered into my/our own name(s). 3. I/We also understand that the SELLER/AGENT can t be held liable for vacant occupation. 4. PLEASE NOTE: Electrical Compliance Certificate to be obtained by the Purchaser, any related repairs required to obtain such clearance shall be at the Purchaser s sole cost and expense. PURCHASER S SIGNATURE DATE
11 TO OFFER TO PURCHASE: DATED: PROPERTY: SUBURB: ADDRESS: UNIT 17 GLENDEEP VILLAGE SS PRIMROSE, GERMISTON MAIN REEF ROAD AGENT(S) AND PURCHASER(S) Notwithstanding any existing information in the original Offer to Purchase, the parties agree that: 6% BUYERS COMMISSION R 14% VAT ON BUYERS COMMISSION R TOTAL PAYABLE R PAYABLE BY THE PURCHASER ON SIGNATURE OF THE OFFER TO PURCHASE WITH REGARDS TO THE ABOVEMENTIONED PROPERTY. Bank Details ROOT-X AFRICA AUCTIONEERS STANDARD BANK BRANCH CODE: 012 345 ACC. NO: 012 675 318 REF: 5876/LS SIGNED AT ON THIS DAY OF 2016. AUCTIONEER / AGENT SIGNED AT ON THIS DAY OF 2016. PURCHASER(S)