Suite A101, Cape Quarter, 72 Waterkant Street, Green Point 8001, P.O. Box 2398, Cape Town 8000 Telephone +27 (0) 21 417 7878 Facsimile +27 (0) 21 417 7879, capequartercommercial@pamgolding.co.za www.pamgolding.co.za/commercial AGREEMENT OF SALE OF IMMOVABLE PROPERTY AUCTION WHEREAS Pam Golding Commercial (Proprietary) Limited, Registration No. 1995/008831/07 ("the auctioneer") duly instructed by, Identity/Registration No. ("the Seller") hereby offers for sale by public auction the following immovable property: Erf no. in the City/Municipality of, Western Cape Province, in extent m 2 OR Section no. in the Sectional Title Scheme No. SS known as together with all exclusive use areas pertaining thereto (including/excluding parking bay no.'s ) as well as an undivided share in the common property together with all permanent improvements, as well as all fixtures and fittings (unless excluded in terms of annexure "B") thereon ("the property") subject to the terms and conditions contained herein. 1. Offer and Acceptance 1.1. This document constitutes an offer by the Purchaser to the Seller to purchase the property and such offer is subject to acceptance by the Seller until midnight on. Pending such acceptance, the Purchaser shall not be entitled to withdraw this offer, which shall remain binding upon it. 1.2. Should the Seller not accept the Purchaser's offer, the auctioneer shall repay to the Purchaser any deposit and commission paid by it.
2. Sale of the Property 2 The Seller hereby sells to the Purchaser, who hereby purchases from the Seller the property subject to the terms and conditions set out herein. 3. Purchase Price The purchase price of the property is the amount of R ( Rand) (plus Value- Added Tax ("VAT"), if applicable). 4. Payment of the Purchase Price The purchase price (plus Value-Added Tax ("VAT"), if applicable) in respect of the property shall be paid as follows:- 4.1. a cash deposit of 5% (five percent) of the purchase price shall be paid by the Purchaser to the auctioneer immediately on or before signature hereof by the Purchaser; 4.2. the balance of the purchase price shall be paid in cash against registration of transfer of the property into the name of the Purchaser ("the transfer date"); 4.3. the Purchaser shall furnish the Seller's conveyancers within 14 (fourteen) business days of signature hereof by the Seller ("the signature date"), with a guarantee by a bank or financial institution approved by the Seller, payable free of exchange, for payment of the balance of the purchase price on the transfer date. OR the Purchaser shall furnish the Seller's conveyancers, within 7 (seven) business days of their request, with a guarantee by a bank or financial institution approved by the Seller, payable free of exchange, for payment of the balance of the purchase price. OR the Purchaser shall secure the balance of the purchase price, by payment in cash to the Seller's conveyancers, within ( ) days of the signature date, which conveyancers shall hold same in trust, pending the transfer date. 5. Transfer of the Property
3 5.1. Transfer of the property shall be passed by the Seller's conveyancers as soon as possible after the signature date. 5.2. The Purchaser shall pay all transfer costs to enable registration of transfer of the property into its name including transfer duty or VAT (whichever is applicable), transfer costs, survey costs and costs of diagrams and all other costs necessarily incurred, which amounts shall be paid by the Purchaser upon demand by the Seller's conveyancers. 6. Possession, Occupation and Risk 6.1. Possession and occupation of the property shall be given by the Seller to the Purchaser on the transfer date, from which date all risk in and benefit to the property shall pass to the Purchaser. 6.2. The Seller warrants that the property shall be maintained in the same condition from the signature date to the transfer date, fair wear and tear excepted. 7. Rates, Taxes and Sundry Charges 7.1. Liability for all rates, municipal or otherwise, taxes, body corporate levies and other proprietary charges payable in respect of the property shall be apportioned between the Seller and the Purchaser, the Seller being responsible for a proportionate share for the period prior to the transfer date and the Purchaser for a proportionate share thereafter. 7.2. The Purchaser shall upon request of the Seller's conveyancers discharge the sum so payable under clause 7.1. 8. Warranties and Acknowledgements 8.1. The Seller and the Purchaser ("the parties") each acknowledge that they have read and understood the conditions of auction ("the conditions of auction") of Pam Golding Commercial as were read and/or displayed at the auction and agree to be bound by such conditions of auction. 8.2. The parties agree and acknowledge herewith that no warranties or representations were given or made by any of the parties, or their representatives that have not been embodied in this agreement of sale as signed by the parties.
4 8.3. If there is more than one Purchaser, their liabilities hereunder shall be joint and several. 9. Voetstoots, Extent and Title Conditions 9.1. The property is sold voetstoots, as it stands now and the Purchaser shall be deemed, prior to the sale, to have made itself fully acquainted with the property and with all its defects, whether latent or patent, and to have purchased the property subject thereto. 9.2. The Seller renounces all claims to any excess and neither the Seller nor the auctioneer will be answerable for any deficiency in the declared extent of the property and no warranties are given in respect of the boundaries of the property. 9.3. The property is sold subject to the terms and conditions and servitudes mentioned or referred to in the current and/or prior title deeds to the property. 9.4. The Purchaser acknowledges that it has not been induced into entering into this agreement by my express or implied information, statement, advertisement or representation made by the auctioneer or any other person, or by or on behalf of the Seller. 10. Fixtures and Fittings The property is sold with all fixtures and fittings of a permanent nature situated thereon at the auction date, unless specifically excluded in annexure "B" hereto. Neither the Seller nor the auctioneer makes any warranties as to the condition of the fixtures and fittings nor their suitability for the Purchaser's purpose. 11. Infestation/Electrical Certificate 11.1. The Seller shall have the building on the property inspected by a Government approved inspector for infestation by wood destroying organisms and shall arrange, where necessary, for the treatment of timbers so infested, or the replacement thereof by pre-treated timber depending on the recommendations of the said inspector. 11.2. The Seller shall have all electrical installations on the property inspected in terms of the Electrical Installations Regulations of 1992 and shall arrange where necessary for the repair or replacement thereof in order to obtain such certificate and all costs thereof shall be for the account of the Seller.
12. Auctioneer and Auctioneer's Commission 5 12.1. The Purchaser shall be liable for auctioneers commission of 10% (ten percent) (plus VAT thereon) of the purchase price, which commission shall be deemed to have been earned by and shall be payable to the auctioneer immediately upon conclusion of the auction. 12.2. Without limiting any right granted to the auctioneer and/or the Seller in terms hereof or in terms of any applicable law, should this agreement be cancelled upon the Purchaser failing to comply with its obligations herein, the commission shall be forfeited by the Purchaser, and shall not be refunded to it. 12.3. The auctioneer shall not be responsible in any way for any defects or other errors in the description of the property or for any other matter relating to it. 12.4. The auctioneer shall not be responsible in any way whatsoever for the carrying out of the terms of this agreement by either party notwithstanding that the auctioneer may assist one or both parties in the completion of this transaction. 13. Company or Close Corporation to be formed 13.1. In the event of the Purchaser making this offer in its capacity as trustee for a company or close corporation to be formed and the Purchaser fails within 20 (twenty) days from the signature date, to register such company or close corporation having as one of its objectives the ratification and adoption of this agreement, or such company or close corporation fails to adopt or ratify this agreement within 7 (seven) days after date of its incorporation, then in such event the Purchaser shall be deemed to have entered into this agreement in its personal capacity and to have acquired all the rights and obligations of the Purchaser under this agreement. 13.2. In the event of such company or close corporation being registered and duly adopting or ratifying this agreement then the Purchaser by its signature hereunder, shall be deemed to bind itself to the Seller as surety and co-principal debtor in solidum 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. 14. Companies, Close Corporations or Trusts
6 Should the Purchaser be a company, close corporation or trust, the person making this offer on behalf of such Purchaser, by his signature to this agreement, interposes and binds himself as surety for and co-principal debtor with the Purchaser for the due and proper discharge of all the Purchaser's obligations arising from this agreement, including damages, under renunciation of the benefits of division and excussion. 15. Nomination 15.1. The Purchaser shall be entitled, by notice in writing to that effect addressed to the Seller, to nominate a nominee in its place as Purchaser, upon the following terms and conditions: 15.1.1. the aforesaid notice shall be handed to the Seller by not later than close of business on the signature date; 15.1.2. the notice shall set out the name and address of the nominee so nominated as Purchaser; 15.1.3. the notice shall be accompanied by the nominee's written acknowledgement:- 15.1.3.1. that it is fully aware of all the terms and conditions of this agreement of sale as if fully set out in such written acknowledgement; and 15.1.3.2. that it is bound by the provisions of this agreement of sale as the Purchaser. 15.2. Should the Purchaser nominate a nominee in terms of this clause, then:- 15.2.1. all reference to the Purchaser in terms of this agreement of sale shall be deemed to be a reference to its nominee; and 15.2.2. the Purchaser by its signature hereto, hereby interposes and binds itself as surety or and co-principal debtor with the nominee for the due and proper discharge of all the nominee's obligations arising from this agreement, including damages, under renunciation of the benefits of division and excussion. 15.3. Should the Purchaser fail to nominate as nominee in terms of this clause, then it shall be bound to perform all its obligations as Purchaser in terms hereof.
16. Sold Board 7 The auctioneer will have the right to erect and display a "Sold" board, or such other boards as it may determine, at the property for a period of up to ( ) days from the signature date. 17. Existing Leases The property is sold subject to all existing leases, if any, of which the Purchaser acknowledges that it is fully aware, including the terms and conditions thereof. 18. Co-operation Each of the parties hereby undertakes to: 18.1. sign and execute, on request by the Seller's conveyancers, all such documents necessary to register transfer of the property including, but not limited to, the execution of the necessary Power of Attorney and VAT/transfer duty declarations; 18.2. pass and to procure the timeous passing of all such resolutions of directors and shareholders of any company or members of any close corporation or trustees of any trust; to the extent that the same lies within the power of such party and may be required to give effect to the import or intent of this agreement, or any contract concluded pursuant to the provisions of this agreement. 19. Notices and Domicilia 19.1. The Seller chooses its addresses set out in annexure "A" of this agreement as its domicilium citandi et executandi for the service of all notices. 19.2. All notices in terms of this agreement may be delivered by hand at the domicilium citandi et executandi of the Seller (in which case it will be deemed to have been received when delivered) or by telefax or by e- mail (in which case it will be deemed to have been received on the day of dispatch by telefax or by e-mail). Such receipt is deemed to have been received notwithstanding that the Seller nor any other person is present at any such address at the time. 19.3. The Seller is entitled to change its domicilium citandi et executandi to another street address within the Republic of South Africa or another
8 telefax or e-mail address by written notice to Pam Golding Commercial. Such change of domicilium citandi et executandi will take effect on the 7 th (seventh) day after receipt by Pam Golding Commercial of the notice referred to herein. 19.4. Notwithstanding anything to the contrary contained herein, a written notice actually received by the Seller will be adequate written notice to it, notwithstanding that it was not delivered as envisaged herein. 20. Jurisdiction The parties hereby consent to the jurisdiction of the Magistrate's Court having jurisdiction in terms of Section 28 of the Magistrate's Court Act No. 32 of 1944, for any proceedings arising herefrom irrespective of the monetary value of the claim, and this clause will be deemed to constitute the required written consent conferring jurisdiction upon the court pursuant to Section 45 of the aforesaid Act. 21. Arbitration In the event of a dispute between the parties arising from or in connection with this agreement, such dispute may at the instance of the party wishing to institute action be resolved by an arbitrator in accordance with the provisions of the rules of the Arbitration Foundation of Southern Africa, or failing such rules or foundation, such dispute will be resolved in terms of the provisions of the Arbitration Act No 42 of 1965. 22. Breach 22.1. Subject to the provisions of clause 22.3 below, if the Purchaser commits a breach of this agreement and/or fails to comply with any of the provisions hereof, the Seller shall be entitled to give the Purchaser 7 (seven) days notice in writing to remedy such breach and/or failure and if the Purchaser fails to comply with such notice or in the event of the Purchaser suffering the judgment of any competent Court of Law to be taken against it and failing to settle same within 7 (seven) days or application being made for the sequestration of the Purchaser's estate as insolvent (or for its liquidation or judicial management in the case of a body corporate) or if the Purchaser assigns or offers to assign its estate for the benefit of its creditors, then the Seller shall forthwith be entitled, but not obliged, without prejudice to any other rights or remedies which the Seller may have in law, including the right to claim damages to:-
9 22.1.1. to cancel this agreement, in which event the Seller, after payment of the commission due to Pam Golding Commercial in terms of clause 12.1, shall be entitled to retain all amounts paid to either of them or the Seller's attorneys under this agreement, either as rouwkoop, or by way of penalty, or as liquidated damages; or 22.1.2. to claim immediate performance and/or payment of all the Purchaser's obligations hereof. 22.2. Notwithstanding the provisions of clause 22.1 above, if the Purchaser fails to make any payment due in terms of this agreement, the Seller shall forthwith be entitled but not obliged, in addition to and without prejudice to any other rights or remedies which the Seller may have in law or in terms of clause 22.1 above, including the right to claim damages, to summarily cancel, by notice to the Purchaser, this agreement of sale and put the property up again for sale by way of public auction or private treaty. 22.3. The Seller's right to claim damages in terms hereof shall include, but not be limited to, all additional costs associated with the re-auctioning or re-selling of the property and any additional advertising costs. 22.4. Without prejudice to any other rights or remedies of the Seller in law, should the Purchaser fail to pay any amount on due date in terms of this agreement, the Purchaser shall pay the Seller interest on such amount at 2% (two percent) above the prime overdraft rate as charged from time to time by the Standard Bank of South Africa Limited (or its successor) calculated from the due date for payment of such amount until the actual date of payment thereof (both days inclusive). 23. Legal Costs The Purchaser shall be liable for all legal costs incurred by the Seller in enforcing the provisions of this agreement on an attorney and client scale, including collection commission. 24. General Provisions 24.1. This document, together with the conditions of auction, constitutes the whole agreement of sale between the parties in regard to the matters regulated by this agreement. No party will be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.
10 24.2. No addition to, variation of, or agreed cancellation of this agreement of sale and/or the conditions of auction will be of any force or effect unless in writing and signed by or on behalf of the parties. 24.3. No cession, delegation or assignment of any rights or obligations in terms of this agreement of sale and/or the conditions of auction will be of any force or effect unless in writing and signed by or on behalf of the parties. 24.4. No relaxation or indulgence which any party may grant to the other will constitute a waiver of the rights of that party and will not preclude that party from exercising any rights which may have arisen in the past or which might arise in the future. 24.5. Any provision of this agreement of sale or the conditions of auction, which contemplates performance or observance subsequent to any termination or expiration of this agreement, will survive any termination or expiration thereof and continue in full force and effect. 24.6. Any term or provision of this agreement of sale or the conditions of auction found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable will not affect the other terms or provisions hereof or the whole of such document, but such term or provision will be deemed modified to the extent necessary in the court's opinion to render such term or provision enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and the agreement of the parties. 24.7. Each provision of this agreement of sale and/or the conditions of auction is severable, the one from the other. 24.8. This agreement of sale may be signed in as many counterparts as may be needed, each of which together will constitute one and the same agreement. 24.9. Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include females and words importing persons shall include partnerships and bodies corporate and vice versa. 24.10. A reference to a business day is a reference to any day excluding Saturday, Sunday or a public holiday within the Republic of South Africa.
11 24.11. Any reference to an enactment is to that enactment as at the signature date and as amended or re-enacted from time to time.
12 THIS AGREEMENT OF SALE HAVING BEEN PUBLICLY READ, THE PROPERTY WAS PUT UP FOR SALE BY PUBLIC AUCTION ON THE DAY OF 2007 And sold to: MR/MRS/MS (herein referred to as the "Purchaser") MARITAL STATUS (In/Out of Community of Property) SPOUSE'S NAME SPOUSE'S ID NO DATED at on this day of 20. PURCHASER For and on behalf of the Purchaser (Identity Number: ), who warrants that he is duly authorized thereto PURCHASER s spouse (if married in community of property) DATED at on this day of 20. SELLER For and on behalf of the Seller (Identity Number: ), who warrants that he is duly authorised thereto SELLER s spouse (if married in community of property) The benefits of this contract are accepted for and on behalf of the auctioneer. For and on behalf of Pam Golding Commercial (Proprietary) Limited, who warrants that he is duly authorised thereto
13 ANNEXURE "A" The following information is required for conveyancing purposes: PURCHASER Full Name(s): Identity No.: Date of Birth: Place of Birth: Marital Status: Place and Country of Marriage: How married: Antenuptial Contract No.: Full Name of Spouse: Identity No. of Spouse: Present Residential Address: Postal Address: Telephone Numbers (home) (cell) (work)
(Email) 14 (Fax) Employer: Reference: Bond Application No.: Branch:
SELLER 15 Full Name(s): Identity No.: Date of Birth: Place of Birth: Marital Status: Place and Country of Marriage: How married: Antenuptial Contract No.: Full Name of Spouse: Identity No. of Spouse: Present Residential Address: Future Residential Address: Postal Address: Telephone Numbers (home) (cell) (work)
(Email) 16 (Fax) Employer: Reference: Present Bondholders: Branch: Account No.: Conveyancer: Contact person: Address: Telephone Number: Fax Number:
17 ANNEXURE "B" The following list details the fixtures and fittings that are excluded from the offer to sell. DESCRIPTION
18 ANNEXURE "C" DEED OF SURETYSHIP I/We the undersigned, hereby bind myself/ourselves as surety(ies) and co-principal debtor(s), jointly and severally, in solidum for and on behalf of the aforegoing Purchaser to and in favour of the aforegoing Seller for all the obligations of the Purchaser under the Agreement of Sale aforegoing and in particular for all amounts of money that may be due, including damages, from whatsoever cause arising under renunciation of the benefits of division and excussion. I/We do further acknowledge that I am/we are fully aware of all the terms and conditions of the Agreement of Sale as if fully set out herein. I/We accept domicilium citandi et executandi at my address hereinafter set out. SIGNED at on this day of 20 AS WITNESSES: 1. SURETY Duly authorised 2. SPOUSE OF SURETY (If married in community of property) PHYSICAL ADDRESS: TELEPHONE NUMBER: