AGREEMENT OF SALE Between OASIS JOINT VENTURE ("the Seller") and ("the Purchaser") Sale of: Unit No. Under cover parking bay No. Open parking bay No. Garden No. Storeroom No.
2 COVERING SCHEDULE 1. PARTIES 1.1 Seller: OASIS JOINT VENTURE Address: Unit 1, Roeland Square, Roeland Street, Cape Town, 8001 1.2 Purchaser: Company/Close Corporation/ Trus Registration No.: Identity Number/ Date of Birth: Residential Address: Postal Address: Marital Status: Full Names of Spouse: Telephone No: (Home) (Work) (Cell) Telefax: e-mail Address:
3 2. SUBJECT MATTER 2.1 Building: PALME D OR 2.2 Apartment: Unit No. Section No. Unit Area: Balcony / Terrace Area: approx. approx. Total area: approx. 2.3 Under Cover Parking Bay/s: Parking bay/s No. and reflected on the layout plan annexed hereto (marked D and E) 2.4 Open Parking Bay/s: Parking bay/s No. (marked E) reflected on the layout plan annexed hereto 2.5 Garden Garden No. reflected on the layout plan annexed hereto (marked E) 2.6 Storeroom: Storeroom no. reflected on the layout plan annexed hereto (marked D and E) 3. PURCHASE PRICE 3.1 Purchase Price: R 3.2 Deposit by Purchaser within 14 (fourteen) days of signature R payable to Transferring Attorneys, Smith Tabata Buchanan Boyes Inc. Trust Acc 3.3 Balance on Transfer R 4. ESTIMATED OCCUPATION DATE Date: MAY / JUNE 2016 5. ESTIMATED TRANSFER DATE Date: MAY / JUNE 2016
4 6. ESTIMATED LEVY EXCLUDING RATES 6.1 Apartment: R 6.2 Under Cover Parking Bay: R 6.3 Open Parking Bay: R 6.4 Storeroom: R 6.5 Garden: 6.6 Oasis Resort Property Owners Association: 6.7 Total estimated levy: (excluding rates) R 7. ESTIMATED RATES Rates R 8. CONVEYANCING ATTORNEYS Name of Attorney Trust Account Smith Tabata Buchanan Boyes Inc. 2 nd Floor, Buchanan s Chambers Corner Warwick & Pearce Streets Claremont, 7700 Tel. 021 673-4700 Fax. 021 673-4701 Smith Tabata Buchanan Boyes Inc. Trust Account ABSA Bank Claremont Branch Code 632005 Account no. 4035704865 Swift Code ZA JJ 9. ESTATE AGENCY Agent s Details Josdel Property No 136 Pty Ltd Registration No. 2004/023992/07 Trading as Oasis Realtors Agent s Name:
5 SIGNATURE DOCUMENT PREAMBLE a. The SELLER is the owner of the property described as ERF 7063 (PORTION STILL TO BE SUBDIVIDED FROM ERF 6244) MONTAGUE GARDENS Situated within the Century City. b. The SELLER intends to establish a Sectional Title Scheme comprising residential apartments for the mature person in a project to be marketed as residential units within a secure environment. c. The SELLER has agreed to sell to the PURCHASER who has agreed to purchase from the SELLER the subject matter described in the covering schedule together with the undivided shares in the common property subject to the terms and conditions set out in this agreement. NOW THEREFORE THE PARTIES HEREBY CONTRACT AND AGREE WITH ONE ANOTHER AS SET OUT HEREUNDER 1. SALE The SELLER sells and the PURCHASER purchases the subject matter in accordance with the terms and conditions set out in: 1.1 The Covering Schedule 1.2 This signature document 1.3 The Conditions of Sale 1.4 The Annexures to the signature document. all of which form an integral part of the Agreement of Sale between the parties and are deemed to be incorporated herein. 2. PURCHASE PRICE The purchase price payable by the PURCHASER to the SELLER is the amount set out in the covering schedule which amount is inclusive of VAT.
6 3. PAYMENT OF THE PURCHASE PRICE 3.1 The PURCHASER shall pay the purchase price as set out hereunder. 3.1.1 The deposit equal to the amount and within the period reflected in the covering schedule which deposit shall be paid or furnished as the case may be as follows; either 3.1.1.1 by payment in cash or delivery of a bank cheque drawn in favour of and delivered to the Conveyancers who shall invest the funds on call in an interest bearing account with such interest accruing to the PURCHASER and for which investment the provisions of this clause shall constitute authority to the Conveyancers for such investment as contemplated by the provisions of Section 78(2A) of the Attorneys Act. The PURCHASER hereby agrees to pay an administrative fee levied by the Conveyancers and further consents that such interest earned on the said deposit may be utilised by the Conveyancers to set off against occupational interest due by the PURCHASER to the SELLER from date of beneficial occupation to date of registration of transfer; or 3.1.1.2 by a bank guarantee issued by a commercial bank acceptable to the SELLER and made payable to the Conveyancers on demand; or 3.1.1.3 by the furnishing of such security as may be acceptable to the SELLER'S bankers; and 3.1.2 the balance of the purchase price shall be paid against registration of transfer of the unit and the exclusive use rights forming part of the subject matter where applicable, in the name of the PURCHASER. 3.2 In the event that the PURCHASER has elected to pay a deposit of less than 30% calculated on the purchase price, the PURCHASER shall within 30 (thirty) days of request by the Conveyancers furnish the Conveyancers with an irrevocable guarantee issued by a commercial bank acceptable to the SELLER for payment of the balance of the purchase price against registration of transfer or cession as the case may be of the subject matter in the name of the PURCHASER. 3.3 In the event that the PURCHASER has elected to pay or secure a deposit equal to 30% or more, the Purchaser shall furnish the Conveyancers with an irrevocable guarantee issued by a commercial bank acceptable to the SELLER for payment of the balance of the purchase price 45 (forty five) days prior to the anticipated lodgement date. The anticipated lodgement date as determined by the Conveyancers shall be final and
binding in this regard and the Conveyancers shall give the PURCHASER at least 30 (thirty) days written notice of the anticipated lodgement date. 7 3.4 All amounts payable shall be paid to the Conveyancers at Cape Town, free of exchange or commission without deduction or set off by bank cheque or bank guaranteed cheque. 4. LEVY STABILISATION FUND The attention of the Purchaser has particularly been drawn to the provisions of Clause 8 of the Conditions of Sale providing for the payment of a capital contribution levy to the levy stabilisation fund. 5. OFFER This agreement, once signed by the Purchaser, shall be regarded as an offer by the Purchaser and shall be open and irrevocable for acceptance by the Seller for a period of 30 (thirty) days from date of signature hereof and may not be withdrawn by the Purchaser. SIGNED at on this day of 20 AS WITNESSES: 1. 2. PURCHASER SIGNED at CAPE TOWN on this day of 20 AS WITNESSES: for and on behalf of: 1. 2. SELLER
8 ANNEXURES NO. A B C D E F G DESCRIPTION OF ANNEXURE Site Layout (Site development plan) Elevation & Building Floor Plan Apartment Layout Plan Basement Parking and Store Room Layout Plan Ground Floor Parking and Gardens Layout Plan Finishes Selection Sheet Building Specification
9 OASIS CONDITIONS OF SALE BUILDING: PALME D OR UNIT NO. : COVERED PARKING BAY NO. : OPEN PARKING BAY NO. : GARDEN NO.: STOREROOM NO. : I/We the undersigned Purchaser/s do hereby acknowledge that I/We have read the Conditions of Sale, and that I/We fully understand and agree to same. PURCHASER/S: Or his/her duly authorised representative who warrants that he/she is duly authorised DATE SIGNED: WITNESS:
10 INDEX 1. INTERPRETATION 2. POSSESSION AND OCCUPATION 3. OCCUPATIONAL INTEREST 4. TRANSFER 5. TITLE CONDITIONS 6. SPECIAL CONDITIONS PENDING TRANSFER 7. LEVIES 8. LEVY STABILISATION FUND 9. COSTS 10. THE RULES 11. THE OASIS RESORT PROPERTY OWNERS ASSOCIATION 12. CENTURY CITY PROPERTY OWNERS ASSOCIATION 13. SERVITUDES 14. FINISHES AND PRACTICAL COMPLETION 15. RECTIFICATION OF DEFECTS 16. COMMUNAL FACILITIES 17. EMERGENCY RESPONSE / PRIMARY HEALTH CARE 18. ADVERTISING ON THE COMMON PROPERTY 19. SET-OFF AND NON-LIABILITY 20. ARBITRATION 21. RIGHTS ON BREACH OF CONTRACT 22. RIGHT TO EXTEND THE SCHEME 23. JURISDICTION 24. DIRECT MARKETING AND COOLING OFF PERIOD 25. GENERAL 26. NOTICES AND DOMICILIA 27. COMPANY, CLOSE CORPORATION OR TRUST ALREADY FORMED 28. COMPANY TO BE FORMED 29. JOINT AND SEVERAL LIABILITY 30. RESALE 31. ALIENATION OF LAND ACT 32. CESSION BY SELLER
11 CONDITIONS OF SALE 1. INTERPRETATION 1.1 In this agreement, unless inconsistent with the context: 1.1.1 architect means Ray Alexander Architects, Unit 43, Roeland Square, Cape Town 8001; 1.1.2 "Association" means The Oasis Resort Property Owners Association, an association not for gain, incorporated under Section 21 of the Companies Act of 1973 responsible for, inter alia, the management and control of the common interests of the body corporate, other bodies corporate in adjacent developments and the Oasis Care Centre. 1.1.3 body corporate means the Palme d Or body corporate in relation to the building and the property, as contemplated in terms of section 36 of the Sectional Titles Act; 1.1.4 building means the building/s to be erected on the property as part of the Palme d Or Sectional Title Scheme; 1.1.5 Century City means Century City Limited (Registration No 1968/010805/06); 1.1.6 Century City POA means the Century City Property Owners Association (an association incorporated under section 21 of the Companies Act 1973) (Registration No 1997/001905/08); 1.1.7 common property means: 1.1.7.1 the land included in the scheme; and 1.1.7.2 such parts of the building as are not included in a section; and 1.1.7.3 any land in relation to the scheme, referred to in section 26 of the Sectional Titles Act; 1.1.8 completion date means the date upon which the certificate of practical completion in respect of the unit is issued by the architect;
12 1.1.9 conveyancers means Smith Tabata Buchanan Boyes Inc. of, inter alia, 2 nd Floor, Buchanan s Chambers, Corner Warwick & Pearce Streets, Claremont, Tel. 021 673-4700 (Ref. Martin Sheard/Liza Chase) and "Conveyancers" shall have a corresponding meaning; 1.1.10 "covered parking bay/s" means the covered parking bay/s as detailed on Page 1 (the Cover page) of this Agreement and in the Covering Schedule forming part of the subject matter, the rights to the exclusive use of which covered parking bay shall be conferred upon the registered owner for the time being of the unit in terms of Section 27A or 27(1) of the Sectional Titles Act; 1.1.11 covering schedule means the covering schedule to this agreement; 1.1.12 "day" or "days" means calendar days; 1.1.13 developer means the Sellers or their nominee/s carrying out the development from time to time and includes their successors in title and their respective successors; 1.1.14 development means the existing OASIS RETIREMENT RESORT, of which the proposed sectional title development on the land defined in 1.1.17 below shall form part on completion and any future development/s on the Remainder Erf 6244 Montague Gardens; 1.1.15 development period means the period from the date of opening of the sectional title register until: (i) the developer notifies in writing the trustees of the body corporate that the development period is at an end; or (ii) the registration of transfer of the last saleable section or exclusive use area within the scheme whichever the earlier; 1.1.16 exclusive use areas shall mean, where applicable, the area of common property allocated for the Purchaser's exclusive use and enjoyment; 1.1.17 land means the land substantially in accordance with the property to be designated as Erf 7063 (a Portion to be subdivided from Erf 6244) Montague Gardens; 1.1.18 levies means levies due and payable to the Body Corporate, the Association and the Century City POA;
13 1.1.19 open parking bay/s means the open parking bay/s as detailed on page 1 (the cover page) of this Agreement and in the Covering Schedule forming part of the Subject matter, the exclusive right of which open parking bay/s shall be conferred upon the registered owner for the time being of the unit in terms of section 27A or 27(1) of the Sectional Titles Act; 1.1.20 "the occupation date" means the date that the Seller tenders handover of the Unit to the Purchaser which shall not be prior to the practical completion date as evidenced by an occupation certificate issued by the local authority; 1.1.21 plans and specifications means such the plans and specifications annexed to the agreement; 1.1.22 "prime rate" means the rate of interest charged by NedBank Limited from time to time and of which rate a certificate signed by a manager or assistant manager of any branch of the said bank shall be sufficient proof. 1.1.23 Purchaser means the purchaser of the subject matter being the party described in paragraph 1.2 of the covering schedule; 1.1.24 register means the sectional title register opened in respect of the scheme in terms of the Sectional Titles Act; 1.1.25 rules mean the management and conduct rules relating to the scheme which are available on request by the Purchaser which may be amended by the Seller prior to registration of the scheme; 1.1.26 scheme means the Palme d Or Sectional Title Scheme to be established on the property; 1.1.27 sectional plan means the sectional plan/s to be prepared and registered in respect of the scheme; 1.1.28 Sectional Titles Act or Act means the Sectional Titles Act No 95 of 1986 (or any statutory modification or re-enactment thereof) and includes the regulations made thereunder from time to time; 1.1.29 the Seller means THE OASIS JOINT VENTURE or its successors in title established specifically for purposes of pursuing the development, the joint venture which is comprised of:-
1.1.29.1 Josdel Property No 136 (Proprietary) Limited, Registration Number : 2004/023992/07; 14 1.1.29.2 Cape Theme Parks (Proprietary) Limited, Registration Number : 1968/010805/07; 1.1.30 subject matter means the unit and if applicable, the terrace, under cover parking bay, open parking bay, storeroom and garden as detailed on page 1 (the cover page) of this Agreement; 1.1.31 total floor area means the total floor area of all units within the development; 1.1.32 transfer date means the date of registration of transfer of the unit and the cession of the rights of exclusive use where applicable forming part of the subject matter into the name of the Purchaser in the Deeds Office; 1.1.33 unit means the sectional title unit described on page 1 (the cover page) of this Agreement and indicated on the building floor plans annexed hereto including an undivided share in the common property as a portion to the section/s in accordance with the participation quota/s to be determined in accordance with the Sectional Titles Act; 1.1.34 VAT means value-added tax at the applicable rate in terms of the Value- Added Tax Act No 89 of 1991 (or any statutory modification or re-enactment thereof) and includes any regulations made thereunder from time to time. 1.2 Words and expressions defined in the Sectional Titles Act shall have the meanings therein defined. 1.3 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. 1.4 The head notes to the paragraphs to this agreement are inserted for reference purposes only and shall not affect the interpretation of any of the provisions to which they relate. 1.5 Reference to this agreement shall mean this agreement of sale and shall include the covering schedule appearing on the commencement of the signature document appearing after the covering schedule, these conditions of sale and all annexures to this agreement.
15 1.6 If any provision in the preamble to this agreement and/or in this clause 1 is a substantive provision conferring rights or imposing obligations on any party, then notwithstanding that such provision is contained in the preamble and/or this clause 1, as the case may be, effect shall be given thereto as if such provision were a substantive provision in the body of the agreement. 1.7 Unless the context clearly indicates the contrary, the use of a capital letter as against the lower case shall not impart a different meaning. 2. POSSESSION AND OCCUPATION 2.1 The Seller shall give the Purchaser not less than 60 days notice in writing of the occupation date of the unit, provided that, the Seller shall, after having given the Purchaser notice as contemplated aforesaid, be entitled to a postponement of the occupation date for a further 60 (sixty) days by giving notice to the Purchaser to this effect within 21 days of date of receipt by the Purchaser of the first notice. 2.2 The Seller shall use its best endeavours to procure that the unit is available for occupation by the estimated occupation date. Subject to the provisions of clause 4.3 hereof, should the Seller for any reason whatsoever be unable to give the Purchaser occupation of the unit by the estimated occupation date, then the Purchaser shall have no claim of whatsoever nature against the Seller as a result thereof. 2.3 All risk and benefit in respect of the unit shall pass to the Purchaser on the occupation date. 2.4 If transfer of the unit is registered after the occupation date, the Purchaser shall pay to the Seller occupational interest as provided for in 3 hereunder. 2.5 Should the Purchaser: 2.5.1 fail to pay any amount due in terms of this agreement or sign any document which the Purchaser is required to sign in terms of this agreement; or 2.5.2 commit any other material breach of the provisions of this agreement; which causes a delay in transfer and fail to remedy such failure and/or breach within 7 days after receipt from the Seller s attorneys of a request to do so, then the interest payable by the Purchaser in terms of clause 2.4 above shall be at the 3% (three percent) above the prime rate calculated from the date that the conveyancers certify that transfer would have registered to the date that transfer does in fact register, both dates inclusive.
16 2.6 The Purchaser acknowledges that on the transfer date, the building/s and the other structures and/or improvements, including infrastructure and roads in the development may be incomplete and that the Purchaser may suffer inconvenience from building operations, noise, dust and other nuisance factors. The Purchaser shall not be entitled by reason of any of the aforegoing to cancel or withdraw from this agreement or to claim damages from the Seller nor shall the Seller be responsible for any loss, damage or inconvenience suffered by the Purchaser by reason of such building operations provided that the Seller shall not be indemnified for gross negligence on its part in circumstances contemplated in this clause 2.6. 2.7 The Seller shall be liable for payment of all electricity and water consumed in or on the unit until occupation. 2.8 The failure on the part of the Purchaser to take physical occupation (whether personally or by agent) or to accept the keys to the section shall not affect the Date of Occupation which shall remain as defined. 2.9 The Seller and/or the Seller's duly authorised agent shall be entitled to inspect the unit at all reasonable times prior to transfer. 3. OCCUPATIONAL INTEREST Should transfer take place after the Occupation Date, the Purchaser shall pay to the Seller occupational interest calculated on the purchase price at the Prime Rate from the date of occupation to date of transfer both dates inclusive, which rental shall be paid monthly in advance (on the first day of every calendar month) from the Occupation Date to the date of transfer aforesaid. In the event of registration of transfer being effected during the course of a calendar month, the Purchaser shall be refunded occupational interest overpaid. The Purchaser shall also be responsible for all electricity and (where applicable) water consumed in the unit as from the occupation date. 4. TRANSFER 4.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total purchase price and all other amounts for which the Purchaser may be liable in terms hereof to the date of transfer have been paid, and/or payment thereof has been secured as herein provided. 4.2 It is recorded that the transfer date shall be as close as possible to the occupation date as defined herein. 4.3 In the event that transfer is delayed for more than 6 (six) months beyond the estimated transfer date referred to in clause 5 of the Covering Schedule, with neither party being
responsible for any such delay, either party shall be entitled to cancel this agreement by notice in writing to the other. 17 4.4 In the event of the Purchaser failing to comply within 7 (seven) days of request by the conveyancers, to furnish the said conveyancers with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), which causes any delay in transfer, the obligation to pay occupational rental as provided for in clause 2.4 above shall be calculated in accordance with clause 2.5 above. 4.5 The Purchaser acknowledges and accepts that the Purchaser has bought property in a development where a development mortgage bond is likely to have been utilized by the developer; and thus transfer to the Purchaser will be simultaneous with transfers to other Purchasers necessitated by the Property sold having to be released from the operation of the mortgage bond. Accordingly the purchaser acknowledges and accepts that lodgement of the Purchaser s transfer documents at the deeds office shall be entirely in the discretion of the conveyancers and the Purchaser s obligation to pay occupational rental or interest, as the case may be, shall remain. 4.6 The Purchaser acknowledges that circumstances may arise which will enable the Seller to give transfer of the apartment referred to in 2.2 to the Purchaser whilst, for reasons beyond the Seller s control, the Seller will be unable to transfer the exclusive use areas referred to in 2.3 to 2.6 of the Covering Schedule. Whilst the Seller will use its best endeavours to ensure simultaneous transfer of the said apartment and exclusive use areas, should it be beyond the Seller s control as contemplated herein, the Purchaser hereby consents to the Seller transferring the apartment to the Purchaser in advance of the said exclusive use areas whilst the Seller shall give the Purchaser the use of the exclusive use areas simultaneously with the apartment as provided for in 2 of the Conditions of Sale. In the unlikely event that the Seller is unable to give the Purchaser use of the said exclusive use areas simultaneous with the apartment as contemplated in 2 above and is unable to give the Purchaser use of comparable temporary alternative exclusive use areas simultaneously with the apartment, in such unlikely event, the Conveyancers will retain that portion of the purchase price in trust apportioned to the exclusive use areas which shall only be released to the Seller against the Seller providing the Purchaser with the use of exclusive use areas or comparable alternative exclusive use areas. 5. TITLE CONDITIONS
18 5.1 The Purchaser acknowledges that the Subject Matter is sold subject to :- 5.1.1 all the conditions of title, restrictions and servitudes; benefiting or burdening the Land contained in the title deed of the Land; 5.1.2 all terms and conditions pertaining to and/or all benefits to and burdens upon the Subject Matter, by virtue of the scheme and/or by virtue of it being located within the area governed by the Century City POA; 5.1.3 all or any other statutory burden and/or restriction and/or condition which may be imposed by any relevant competent authority; and 5.1.4 the Memorandum of Incorporation of the Association as amended from time to time. 5.2 The Purchaser acknowledges that :- 5.2.1 the rights of exclusive use and enjoyment of parts of the common property may be conferred for use upon members, at the sole discretion of the Seller, in terms of section 27(1) and/or by means of the Rules of the scheme, in terms of section 27A of the Sectional Titles Act; 5.2.2 the areas reflected in the plans and specifications are estimated and do not constitute floor areas and rental areas or the areas as measured in terms of the Sectional Titles Act; 5.2.3 the Purchaser and the Purchaser s successor/s in title shall not be permitted at any time to extend or subdivide the unit without the prior written consent of the Seller. 5.3 The Seller is liable to use its best endeavours to ensure that the final surveyed extent of the Subject Matter is in keeping with the plans annexed hereto. 5.4 The Purchaser hereby acknowledges that the final surveyed extent of the unit may not be precisely the same as depicted in Annexure C hereto. 5.5 The following provisions apply should there be a variation in the extent of the unit as described in clause 2.2 of the Covering Schedule [the Stated Extent ] and the actual surveyed extent (the Surveyed Extent ) [which difference is hereinafter referred to as the Difference ]:-
5.5.1 If the Difference is less than 5%, neither party shall have any claim against the other, it being recorded that in these circumstances:- 19 5.5.1.1 the Purchaser shall benefit from any increase in the extent, or; 5.5.2.2 the Purchaser shall abide by any decrease in the extent; 5.5.2 if the Difference is more than 5%, and if transfer has not yet occurred, either party shall be entitled (but not obliged) to resile from this Agreement by giving written notice to the other to that effect (within 7 days of the sooner of the date on which they first became aware of the Difference, alternatively the date on which they could reasonably have become so aware) and in which event:- 5.5.2.1 the parties shall be restored to their respective positions prior to the conclusion of this Agreement, and; 5.5.2.2 neither party shall have any claim against the other (save and except for a claim to be restored to their respective positions prior to the conclusion of this Agreement); 5.5.3 if the Difference is more than 5% and if neither party has resiled from the Agreement (as contemplated in clause 5.5.2 above) then neither party may, after Transfer, cancel the Agreement on these grounds. 5.6 The provisions of clause 5.5 shall apply should there be a variation in the extent of the Exclusive Use Areas, save that the extent of the deviation for this clause will be 10% and not 5% and where such deviation results in an increase of the garden area of more than 10%, the Purchaser shall, in such cases only, not be entitled to cancel this agreement of sale. 6. SPECIAL CONDITIONS PENDING TRANSFER 6.1 Upon the Purchaser taking occupation of the unit and pending transfer, the following conditions shall apply: 6.1.1 save insofar as may be inconsistent with the provisions of this Agreement, the provisions of Section 44(1) of the Sectional Titles Act, shall apply as if the Purchaser were the owner of the unit; 6.1.2 the other provisions of the Act and the provisions of the Rules insofar as they cast any duty upon the owner or occupier of a unit, shall bind the Purchaser and be enforceable by the Seller as if the Purchaser was the owner of the unit;
20 6.1.3 until such time as the unit is registered in his name, the Purchaser shall not be entitled, without the prior written consent of the Seller, to make any alteration or improvement to the unit. Until the unit is registered in his name or until such time as the unit has been returned to the Seller as a result of cancellation of this agreement for whatever reason, the Purchaser shall be obliged to keep the unit in the same state of good repair in which he received it. If the unit is not kept in the same state of good repair, the Seller will have the right to repair same without notice to the Purchaser and recover the cost of such repairs from the latter; 6.1.4 the Purchaser shall maintain the interior of the unit in good order and repair; 6.1.5 the Purchaser shall not sell the unit, nor permit the transfer or cession of shares or members' interest or benefit under a company, close corporation or trust, as the case may be, if the Purchaser is such an entity, except with the written consent of the Seller; 6.1.6 the Purchaser may not let or in any other manner dispose of or part with (whether temporarily or otherwise) the unit or his rights of occupation thereof, unless the Purchaser has fully complied with all his obligations in terms of this Agreement and taken all steps required of him to enable transfer to be registered; 6.1.7 the Purchaser hereby waives all claims against the Seller for any loss or damage to property or any injury to or death of any person which the Purchaser may sustain in or about the property, the unit or the building and indemnifies the Seller against any such claim (including but not limited to any claim for costs, including but not limited to Attorney and own client costs as determined in accordance with the non-litigious tariff of the Law Society of the Cape of Good Hope, or its successor) that may be made against the Seller by any member of the Purchaser's family or the Purchaser's invitees, employees or agents for any loss or damage to property or injury to or death of a person suffered in or about the Property, the unit, or the Building howsoever such loss or damage to property or injury to or death of the person may be caused. In this regard it is recorded that the Seller will ensure that Contractors employed by the Seller will take out the necessary and required Contractor's All Risk Insurance Policy; 6.1.8 without limiting the generality of clause 6.1.7 above, the Seller, its directors, employees and agents, shall bear no liability whatsoever to the Purchaser, the Purchaser's family, invitees, employees or agents in respect of the development or any matter arising therefrom; and
21 6.1.9 the Seller and/or the Seller's duly authorised agent/s shall be entitled to inspect the unit/s at all reasonable times during the period that the Purchaser is indebted to the Seller. 7. LEVIES 7.1 The Purchaser shall be liable from the occupation date for levies payable to the body corporate in terms of the Act calculated in accordance with the participation quota attributable to each unit as if the Purchaser were the registered owner of the unit, and such levies which may be payable to the Association or to the Century City POA. 7.2 Such levies shall be paid monthly in advance on the first day of each and every calendar month provided that if the occupation date falls on any day other than the first day of a calendar month, then the Purchaser shall be obliged to pay a pro rata share of the levies due for the calendar month in which the occupation date occurs. 7.3 Such levies shall be paid to the Seller until registration of transfer and thereafter to the body corporate. 8. LEVY STABILISATION FUND 8.1 On the sale of the subject matter, or a legal entity in which the subject matter is held, whether the owner is an individual, joint owner, Corporate, Company, Close Corporation or a Trust, that owner when selling shall pay to the Association a capital contribution levy for the credit of the levy stabilisation fund controlled by the Association and which levy shall be calculated as follows: 8.1.1 For the period from 23 rd March 2010 until 31 st March 2020, 20% (Twenty per centum) of any profit arising on the sale of a section or a legal entity in which the section is held, whether the owner is an individual, a joint owner, Corporate, Company, Close Corporation or Trust, shall be paid by the owner, prior to transfer. Profit will be defined as the difference between the purchase price paid in terms of this agreement by the Purchaser and the nett proceeds of the sale of a section by the Purchaser to a third party, after deducting agent s commission whilst any loss arising as a result shall be ignored. 8.1.2 From 1 st April 2020 the percentage shall reduce by 0,5% (Nought comma Five per centum) per annum until 31 st March 2030 whereafter the percentage shall remain at 15% (Fifteen per centum) of any profit arising as contemplated in 8.1.1 above.
22 8.1.3 A portion equal to 50% (Fifty per centum) of the capital contribution levy so collected in terms of this clause 8.1 will accrue to the Body Corporate while the remainder shall be retained by the Association, both amounts to be applied to their respective levy stabilisation funds. 9. COSTS The Purchaser shall pay all legal costs of transfer and cession of rights to exclusive use areas, costs of all necessary Affidavits, bank charges and all other costs which have to be incurred in order to comply with statutes or other enactments or regulations relating to the passing of transfer of the unit. In the event of the Purchaser requiring a mortgage bond to finance this transaction, such bond costs shall be for the Purchaser's account. 10. THE RULES 10.1 The Purchaser agrees to abide by the Rules of the Body Corporate (Management and Conduct Rules). The proposed Rules which are freely available from the offices of the Agent for the Seller. 10.2 The Body Corporate and the Purchaser as an owner, shall be members of The Oasis Resort Property Owners Association and the body corporate shall be represented by such person as the trustees or the body corporate, as the case may be, shall appoint. 10.3 The Seller shall be entitled, when applying for the opening of the register, to add to and/or amend the management rules and the conduct rules (prescribed by regulation in terms of the Sectional Titles Act). 11. THE OASIS RESORT PROPERTY OWNERS ASSOCIATION 11.1 The Seller owns the remainder Erf 6244 Montague Gardens which the Seller has the right to develop a future sectional title scheme or schemes. 11.2 The Seller has formed a property owners association known as The Oasis Resort Property Owners Association, (an association in terms of section 21 of the Companies Act 1973) ( Association ) to, inter alia, regulate, control and manage certain common interests of owners of sectional title units within the development. 11.3 The body corporate shall be responsible to perform all functions to regulate, control and manage the common property of the Body Corporate within the building and including the outer face thereof and to exercise all powers vested in it in terms of the Sectional Titles Act to give effect thereto. The Association will be responsible to
23 perform the same functions for the balance of the common property of the Body Corporate and to the extent that it may be necessary for the Association to fulfil its functions as provided for in 11.2 above, the body corporate shall assign all such functions and powers to the Association. 11.5 In terms of the articles of association or Memorandum of Incorporation (if applicable) of the Association, the board of directors of the Association may impose levies upon its members for the purposes of meeting the expenses of the body corporate and/or the Association. 11.6 The body corporate and each owner in the body corporate shall become a member of the Association, and will be bound by the obligations imposed and entitled to the privileges granted, by the Association. 11.7 It is a term of this agreement that a title deed condition shall be registered against the property in terms of which the owner for the time being of the unit shall not be entitled to sell or transfer the unit or to cede or transfer any rights in respect of any of the exclusive use areas without the prior written consent of the Association and/or the body corporate in terms of its articles of association or Memorandum of Incorporation (if applicable). 11.8 The Purchaser shall peruse and acquaint him/herself with the provisions of the memorandum and articles of association, or Memorandum of Incorporation (if applicable), of the Association and the Management and Conduct Rules of the Body Corporate, which are available at the Seller s sales office. 12. CENTURY CITY PROPERTY OWNERS ASSOCIATION 12.1 It is recorded that Century City has incorporated a property owners association known as The Century City Property Owners Association (an association incorporated under section 21 of the Companies Act 1973) ( the Century City POA ) to administer and control all aspects relating to the current property and the buildings constructed on the Century City site as reflected in the general development framework Plan for the Remainder Erf 1609 Montague Gardens, so as to protect the communal interests of all owners of the land on the Century City site. 12.2 It is recorded that in terms of the Memorandum of Incorporation of the Century City POA, the body corporate established in respect of the scheme is obliged to become a member of the Century City POA and to be bound by the Memorandum of Incorporation of the Century City POA.
24 12.3 By signing this agreement, the Purchaser undertakes and warrants that it will take all such steps which are necessary to familiarise itself with the Memorandum of Incorporation and any regulation/s and/or resolution/s passed by the Century City POA from time to time, and by which the body corporate established in respect of the scheme will be bound whilst to the extent that the Purchaser requires any assistance in this regard, the Purchaser shall communicate with the Seller or its agents in relation thereto. 12.4 The Memorandum of Incorporation of Century City POA and its current regulations are available on the website at www.centurycity.co.za. 13. SERVITUDES The Purchaser acknowledges and agrees that certain parts of the common property will be subject to a servitude/s of rights of way and other servitudes in favour of the Developer, the Association and its members, Century City POA and service providers. Such rights of way shall include, inter alia:- 13.1 an access servitude in favour of the Seller or its nominees and successors-in-in-title for the purpose of facilitating developments on the Remainder Erf 6244 or portions thereof; 13.2 an access servitude comprising a ramp or access to a proposed parking basement in a proposed development on a further sub-division of Remainder Erf 6244 immediately adjacent to the land referred to in 1.1.17. 14. FINISHES AND PRACTICAL COMPLETION 14.1 The Purchaser has the right to select his finishes from Annexure "F" hereto provided that the building work has not progressed past the point where the finishes have been selected by the Seller for implementation purposes and the Purchaser shall within 14 days after being requested to do so, advise the Seller in writing of such selection of finishes. 14.2 Should the Purchaser fail to select the internal finishes during the selection period mentioned above then and in such event the Architect shall in his sole and unfettered discretion select the finishes from Annexure "F" hereto. The Purchaser shall accept the Architect's selection and shall have no claim against the Seller pursuant to such selection. 14.3 Notwithstanding anything to the contrary contained in this Agreement, the Seller or the architect shall be entitled to change any of the dimensions, specifications or detail design (including but not limited to materials, colours or layouts) as reflected in any of
25 the plans or specifications hereto annexed as Annexures "A" to "G" provided such change does not materially affect the Development Scheme or the unit. If any material changes are deemed necessary to be effected the Seller undertakes to consult and confirm such changes in writing with the Purchaser prior to such changes being effected. A certificate by the architect that any changes so made do not result in a material change shall be conclusive proof thereof and shall be final and binding on the parties. 14.4 Notwithstanding anything to the contrary elsewhere expressed or implied, in the event of any of the materials (including the colour, style and /or design thereof) used in the finishes as detailed in the specifications, not being available for any reason whatsoever, prior to or during the course of the construction then the Seller or the architect shall after consultation with the Purchaser choose another similar material (and/or colour and/or style and/or design) which is available. The choice of the Seller or the architect shall be final and binding on the parties. Similarly, where any material is not clearly specified or indicated in the specifications and theme finish, the Seller or the architect shall have the right to specify the material considered in the opinion of the Seller or the architect to be the most suitable, in which event the decision of the Seller or the architect shall be final and binding on the parties. 14.5 The Purchaser shall in no manner whatsoever be entitled to interfere, including but not limited to the giving of directions or instructions, with the contractors and/or subcontractors employed by the Seller. 14.6 The Purchaser acknowledges that: 14.6.1 the specifications and theme of the unit may not necessarily be exactly the same as those illustrated in any showroom utilised for display purposes or contained in any other material exhibited by or on behalf of the Seller however same shall be substantially the same and any material difference will be discussed with the Purchaser. The Seller and architect's decision shall however be binding on the parties; 14.6.2 all measurements and dimensions reflected in this Agreement and in the Annexures to this Agreement are approximate and are subject to finalisation on approval by the relevant authorities. 14.7 Should the Purchaser, after signature of this agreement, require that any aspect of the unit purchased be varied and/or any extra work be carried out by the Seller, then such request shall be made in writing whereupon the Seller may (but is not obliged) to submit a written quotation in respect of the cost of such variations/extras. On signature of the quotation by the Purchaser this agreement will be deemed to be
26 accordingly varied. All costs arising from such variations/extras shall be paid by the Purchaser to the Seller prior to the Seller proceeding with such variations. The Purchaser acknowledges that such costs will include professional fees, contractors preliminaries and general and markup, as well as the developers markup. 14.8 It is hereby recorded that the sectional title plans have not yet been prepared or registered and the final floor areas and siting of the unit and the detail of the finishes in them may vary as a result of either the requirements of the authorities having jurisdiction over the construction and finishing of the building in which the unit is situated and the requirements of the developer's professional team arising from aesthetic, technical or construction considerations. 14.9 For the purposes of this agreement the term practical completion means the completion of the unit up to such a point that renders it capable of effectively being used for the purposes for which it is intended (it being specifically recorded that practical completion may occur prior to the finalisation of rectification of any snags). The practical completion date is the date upon which practical completions occurs. 14.10 In the event that the parties cannot agree on whether or not practical completion has occurred and/or whether or not the subject matter can be effectively used for the purposes for which it is intended, (as contemplated in clause 14.9 above) the parties hereby agree to refer the matter for ruling by the Architect, in the manner and on the further terms and conditions set out hereunder. 14.11 In the event that the Purchaser disputes that the Architect shall make the ruling envisaged above, the parties shall as soon as reasonably possible, agree to the identity of another architect to be appointed and, failing agreement within forty eight hours, either party may request the South African Institute of Architects to make the appointment on their behalf. 14.12 The Architect referred to in clause 14.10 or the other architect referred to in clause 14.11 above, in assessing whether or not practical completion has occurred and/or whether or not the subject matter can be effectively used for the purposes for which it is intended (as contemplated in clause in 14.10) shall:- 14.12.1 act as expert and not as arbitrator; 14.12.2 assess the subject matter to establish the applicable stage of completion; 14.12.3 if so satisfied, issue the parties with a certificate to that effect; 14.12.4 if not satisfied, be required to specify what still needs to be done in order to successfully achieve practical completion;
14.13 The decision of the Architect or the architect referred to in clause 14.11 above concerning the matter referred to in clause 14.10:- 27 14.13.1 has the effect that liability for payment in respect of occupational rental on the practical completion date (if applicable) will be triggered if he certifies that practical completion has been achieved; 14.13.2 does not attract from either party s right to challenge the decision which both parties agree to accept as binding until the decision is altered by an order of court or decision of an arbitrator. 15. RECTIFICATION OF DEFECTS 15.1 The Seller warrants that the property will be:- 15.1.1 constructed in a workmanlike manner; 15.1.2 fit for occupation; 15.1.3 constructed in accordance with :- 15.1.3.1 the terms, plans and specifications of the materials to be used in conjunction of the property and the plans reflecting the dimensions and measurements of the property, as approved by the Statutory Authority; 15.2 The Purchaser shall submit a written list of defects manifesting themselves by no later than 90 (ninety) days after the possession date, provided that the Purchaser shall not be precluded from exercising his/her rights in terms of Section 56 as read with Section 55 of the Consumer Protection Act, No. 68 of 2008 insofar as it may be applicable. If the list referred to above is not furnished within the said prescribed period, the Purchaser shall be deemed to have accepted the property to be in a fit and proper condition, ie. free of defects. 15.3 The Seller shall, at its cost:- 15.3.1 rectify major structural defects in the property within a period of no more than 5 years calculated as from the practical completion date, provided that these are notified to the Seller by the Purchaser within that period; 15.3.2 repair roof leaks attributable to workmanship, design or materials occurring and notified to the Seller by the Purchaser within a period of 12 months from the completion date;
28 15.3.3 repair any other defects to the property as are detailed in the list to be provided by the Purchaser to the Seller referred to 15.2 above. 15.4 The Seller shall not be liable for any defects in the property in respect of the following:- 15.4.1 any damage or defects not having been caused by the Seller or any of its agents; 15.4.2 touch up paint of any nature; 15.4.3 hairline cracks in the plaster work; 15.4.4 any shrinkage / movement and expansion cracks between different components / materials used or cracking which might appear in control movement joints; 15.4.5 any mould growth caused by condensation of by the Purchaser s failure to allow for proper ventilation; 15.4.6 any doors and windows slamming in windy conditions or any damage caused thereby; 15.4.7 wind and rain entering through the windows and doors left open; 15.4.8 The Seller will endeavour to match such replacement tiles with the surrounding installed tiles, subject to shading inconsistencies found in the different batches of tiles at the point of manufacture thereof and/or fading. The Seller cannot guarantee that the shading of such replacement tiles will match the shading of the installed tiles and the Seller will not be held liable in cases of inconsistency. 15.4 All warranties and undertakings given by the Seller to the Purchaser in terms of this agreement are personal to the Purchaser who shall not be entitled to cede, assign or make over its rights thereto. 15.5 The Purchaser acknowledges that the Seller shall not be bound by any representations, warranties, promises, undertakings and the like made by or on behalf of the Seller which are not contained in this Agreement.
29 16. COMMUNAL FACILITIES 16.1 As a member of the Association, the Purchaser, through the Association, will be entitled to the use of communal facilities currently existing at the Oasis Club and Wellness Centre and any further communal facilities that may be provided for the benefit of residents with the development. 16.2 The use of the communal amenities shall be regulated by virtue of rules and levies which shall be compiled by the developer and/or the Association, from time to time. 17. EMERGENCY RESPONSE / PRIMARY HEALTH CARE 17.1 Through the auspices of Association, members of the body corporate will, at the prevailing fees applicable, plus VAT if applicable, be entitled to: 17.1.1 primary health care service; 17.1.2 the protection and assistance of 24 hour emergency response service; and 17.1.3 preferential access to The Oasis Care Centre. 17.2 The Association shall regulate the aforementioned by rules and levies similar to that as provided for in the Rules of the Oasis Resort Property Owners Association which manages the affairs of the adjacent Palm Springs, Palm Grove and Palm Royale buildings. 18. ADVERTISING ON THE COMMON PROPERTY 18.1 The Seller shall be entitled at any time(s) to erect such signage, flagpoles, messages or any other form of notices or advertising on the common property and/or the building as may be legally permissible solely for the purposes of selling and/or letting sections in the scheme, provided that it does not inconvenience the owners of other sectional title units in the scheme. 18.2 The Purchaser shall not be entitled to display any For Sale and/or To Let signs on the building or on the property or outside the property: 18.2.1 until the Seller has completed and entirely sold the development, without the prior written consent of the Seller; and