FIJNBOS PARADIJS AGREEMENT OF SALE BETWEEN ISLANDVIEW VILLAGE (PTY) LIMITED REGISTRATION NUMBER: 2016/305379/07 herein represented by JACQUES GERHARD ESTERHUIZEN duly authorized (hereinafter referred to as the SELLER) AND (hereinafter referred to as the PURCHASER) (hereinafter referred to as the PURCHASER) Page 1
PURCHASER A. SCHEDULE OF INFORMATION & DEFINITIONS 1. DETAILS OF SELLER: ISLANDVIEW VILLAGE (PTY) LIMITED REGISTRATION NUMBER: 2016/305379/07 herein represented by JACQUES GERHARD ESTERHUIZEN duly authorized 2. DETAILS OF PURCHASER: Full Names, Name of Company, Close Corporation or Trust name Identity /Registration number Herein represented by Marital status, if applicable If married in community of property, spouse s : VAT registration number Full Names:.. Identity Number :.. Contact number Fax number Email address Physical address Postal address: Page 2
3. DETAILS OF PROPERTY: Erf number: Unit number: Site number: In extent: 4. The PURCHASE PRICE is R (VAT inclusive), and payable as follows: 4.1 Deposit of 10% of Purchase Price, within 14 days of date of signature 4.2 On Registration of Transfer 40% of purchase price (which amount includes the 10% deposit) 4.3 Balance of purchase price due in payments as per Certificate in terms of clause 5.2 of terms and conditions R R R 5. Bond amount required (sub-paragraph 5.3 of the TERMS AND CONDITIONS hereof) R ( ) B. AGREEMENT WHEREAS a. The SELLER is the owner of the Property. b. The SELLER will build and erect a dwelling (house) upon the Property in accordance with this Deed of Sale and the Annexures thereto. c. The SELLER has agreed to sell to the Purchaser the Property and the dwelling to be erected on the erf. NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: C. TERMS AND CONDITIONS 1. DEFINITIONS The terms hereunder will have the following meanings in this Agreement, unless otherwise indicated: Page 3
1.1 bond shall mean the issue of a quotation and Pre Agreement as received from the banking institution as per Section 92 of the National Credit Act No 34 of 2005; 1.2 conveyancer shall mean RAUCH GERTENBACH INCORPORATED, P O Box 3, Mossel Bay, 6500 - Tel: (044) 6912515, Fax: (044) 6912772 Trust banking details: Account holder: RAUCH GERTENBACH INCORPORATED; BANK: ABSA BANK, TRUST ACCOUNT NUMBER: 404-8556-299; BRANCH: 632005; REF: JCF/FIJNBOS/Purchaser s details; 1.3 CPA means the Consumer Protection Act No 68 of 2008, as amended; 1.4 occupation date means the date of occupation as certified by the architect; 1.5 practical completion date shall mean the date certified as such by the architect; 1.6 property shall mean the erf description as per the SCHEDULE OF INFORMATION, clause 3; 1.7 purchase price shall mean the purchase price as per the SCHEDULE OF INFORMATION, clause 4; 1.8 schedule of information shall mean the SCHEDULE OF INFORMATION attached hereto, which forms an integral part of this Deed of Sale; 1.9 SELLER shall mean the SELLER as per the SCHEDULE OF INFORMATION, clause 1; 1.10 the Development shall mean the Development of ERF 6890 MOSSEL BAY, in the Municipality and Division of Mossel Bay, Western Cape Province (hereafter referred to as FIJNBOS PARADIJS ); 1.11 the PURCHASER shall mean the PURCHASER as per the SCHEDULE OF INFORMATION, clause 2; 1.12 transfer date shall mean the date of registration of transfer of the property into the name of the PURCHASER; 1.13 unit shall mean the dwelling to be erected upon the property in accordance with this Deed of Sale and the annexures thereto. 1.14 VAT shall mean value added tax as determined by the Value Added Tax Act, as amended from time to time. Page 4
1.15 Headings are included for convenience sake and not for the purpose of interpretation of any clause(s). 2. ANNEXURES The Parties agree and confirm that the annexure to this agreement form part of the agreement, and as such form an integral part of the agreement. The PURCHASER by his/her signature hereto acknowledges that he/she is familiar with the contents thereof and accepts same. Annexure 1: Unit layout plan/ building plan; Annexure 2: Schedule of finishes; 3. SALE OF PROPERTY The SELLER hereby sells and the PURCHASER hereby purchases the property as described and indicated in the contract as per the purchase price set out above. 4. PURCHASE PRICE The purchase price (which amount includes VAT) shall be payable by the PURCHASER to the SELLER in the manner specified in the annexure hereto. Should the Vat rate change after date of signature hereof and prior to date of registration, the purchase price will be adjusted accordingly. 5. PAYMENT OF THE PURCHASE PRICE 5.1 The purchase price shall be payable by the PURCHASER to the SELLER as follows: 5.1.1 A deposit of 10% (ten percent) within 14 (fourteen) days after signature of this agreement by the SELLER 5.1.2 The PURCHASER shall pay the SELLER s conveyancer the amount as stipulated in clause 4 of the SCHEDULE OF INFORMATION against registration of transfer of the property into the name of the PURCHASER in the Deeds Office; and 5.2 The balance in instalments including VAT against progress as certified by payment certificates issued by the architect appointed by the SELLER, as follow: (i) 25% (twenty five per centum) of purchase price on window height; (ii) 25% (twenty five per centum) of purchase price on practical (iii) completion; 10% (ten per centum) of purchase price on occupation date or handover. 5.3 In order to effect payment of the amount in clause 5.1.2 above, the PURCHASER shall deliver to the SELLER s attorneys a Bank Guarantee to their satisfaction within 21 (twenty one) days after signature of this agreement by the PURCHASER, or if in the case of Page 5
a suspensive condition of this Offer to Purchase, from date the suspensive condition has been fulfilled. 5.4 For the payment of the amounts due in terms of clauses 5.2, the PURCHASER shall furnish bank guarantees, acceptable to the SELLER, within 30 (thirty) days after being requested to do so by the conveyancer. 5.5 The PURCHASER hereby waives the right that the SELLER can only call for a guarantee when the transfer is lodged in the Deeds office and hereby agrees that the SELLER can request a guarantee at any time. 5.6 The PURCHASER authorizes the Conveyancing Attorneys to invest any monies paid to them in an interest-bearing account in terms of Section 78(2)(A) of the Attorneys Act until date of registration, the deposit paid being for the benefit of the SELLER and any other amount and interest, to the benefit of the PURCHASER. 6. TRANSFER COSTS The PURCHASER shall be liable for all normal transfer fees. The PURCHASER shall also be liable for bond registration costs (if applicable) and pro-rata rates and taxes, such costs being payable within 7 (seven) days of being requested to do so by the Conveyancer. 7. TRANSFER Transfer of the property shall be passed by the SELLER S Conveyancer, RAUCH GERTENBACH INCORPORATED and shall be given and taken upon the PURCHASER having complied with his obligations in terms of clauses 5 and 6 hereof. 8. CPA AND GUARANTEES 8.1 If and to the extent applicable, for the purposes of the CPA, the PURCHASER and the signatory on its behalf (where applicable), after due consideration, by his signature of this Agreement acknowledge and agree that - 8.1.1 he has entered into this Agreement freely and voluntarily and that no circumstances exist for his alleging either now or at any future time that he was at a disadvantage in agreeing to the terms and conditions contained herein or was in anything other than an equal bargaining position with the SELLER agreeing to such terms and conditions as are contained herein; 8.1.2 he has done his own investigations whether to enter into this Agreement or not without any undue influence, pressure, duress, harassment or unfair tactics from the SELLER; 8.1.3 he understands the content, significance and import of this Agreement without undue effort, having regard to 8.1.3.1 the context, comprehensiveness and consistency of the Agreement; Page 6
8.1.3.2 the organisation, form and style of the Agreement; 8.1.3.3 the vocabulary, usage and sentence structure of the Agreement; and 8.1.3.4 the use of any illustrations, examples, headings or other aids to reading and understanding. 8.2 The PURCHASER acknowledges that in terms of the CPA, if applicable, he has the right to receive goods, in this case the Property, that: 8.2.1 are reasonably suitable for the purposes for which the goods are generally intended; 8.2.2 are of good quality, in good working order and free of defects; and 8.2.3 comply in general with the requirements and standards contemplated in section 55 of the CPA, and accordingly the PURCHASER declares and acknowledges that when requested to do so prior to date of Transfer, the PURCHASER will satisfy himself that taking into account the usage of the Property for residential purposes, the provisions of the CPA are complied with to the extent applicable. 9. OCCUPATION & POSSESSION, RATES,TAXES & OTHER LEVIES 9.1 Possession and vacant occupation of the property as improved by the unit shall be given to the PURCHASER on the occupation date, subject to the PURCHASER fulfilling all his obligations as referred to herein, with specific reference to Paragraph 5 hereof. 9.2 The PURCHASER shall be liable for all municipal rates and taxes applicable to the property as well as that portion of the home owners association levy payable to the Fijnbos Paradijs Home Owners Association from date of transfer of the property. 9.3 It is anticipated that the unit shall be completed within a reasonable time after date of transfer. 9.4 Should registration of the property or completion of the dwelling thereon be delayed as a result of any actions and/or lack of actions from the PURCHASER, the date of possession will be deemed to have been the date registration would have been effected, from which date the PURCHASER will be liable for interest on the balance of the purchase price calculated at the prime interest-lending rate of ABSA BANK, such interest rate raised from time to time, plus 3% (three percent) per annum until date of payment of the full balance of the purchase price. Such interest is payable by the PURCHASER to the Conveyancer upon request, not later than date of transfer. The Conveyancer will determine when transfer could have been effected, if it was not for the delay of the PURCHASER, which date will be binding on both parties. Page 7
10. COMPANIES, OR CLOSE CORPORATIONS AS PURCHASERS 10.1 Should the person signing this agreement on behalf of the PURCHASER (hereinafter styled Signatory ), sign this agreement as a trustee or agent for a company, close corporation, or other legal persona, to be created in terms of any statute or at common law and the company, close corporation, or other legal person has not within 30 (thirty) days after date of commencement of this agreement been incorporated or come into being (as might be applicable) and not ratified the agreement within the said 30 (thirty) days, or at any time breach any term of this agreement it shall be deemed that such Signatory signed this agreement in his personal capacity as PURCHASER and personally contracted in his own name, and bought the property and the Signatory shall in his personal capacity be liable in terms of this agreement. 10.2 Should the PURCHASER purchase representing a third party and neglects to reveal the name of his Principle and provide written proof of his mandate within 30 (thirty) days after date of commencement of this agreement, and/or his Principle does not ratify the agreement within the said period of time, the representative will be personally responsible for the performance of the obligations of the PURCHASER in terms of this agreement and the agreement will be considered as concluded between the Signatory of this agreement in person. 10.3 Should the Signatory sign the agreement in his personal capacity but with a right to nominate a yet undisclosed third party as the PURCHASER then the Signatory shall remain liable personally as PURCHASER in terms of this agreement unless the nominee has within 24 (twenty four) hours after the commencement date of this agreement notified the SELLER in writing that the nominee undertakes to be bound by this agreement as PURCHASER. The Signatory and nominee acknowledge that such nomination could result in further liability in respect of Transfer Duty, VAT and costs in respect of the transfer of the property and undertake to pay any such further costs. 10.4 Should the PURCHASER purchase in any of the capacities mentioned above in paragraphs 10.1, 10.2 or 10.3, alternatively for whatever reason shall not take transfer of the property, then the original PURCHASER shall be responsible to remain as surety and joint principle debtor in respect of the PURCHASER in terms of this agreement with renunciation of all legal exceptions he may have. 11. JOINT AND SEVERAL LIABILITY Should more than one PURCHASER purchase the property, all such PURCHASERs shall be jointly and severably liable for payment of all costs Page 8
herewith and liable to comply with all terms and conditions in this Agreement. 12. TITLE DEED DESCRIPTION 12.1 The property is sold as described in the existing Title Deed or Deeds thereof and is subject to all conditions and servitudes (if any) attached thereto, or mentioned or referred to in the said Title Deed or Deeds. The property is furthermore sold subject to such conditions as may now or hereafter be imposed by any competent authority with regard to rezoning and subdivision of the development. 12.2 The SELLER is authorised to register servitudes within 2 (two) meters from the boundary to install services as needed by the SELLER Local Government and/or other service provider. 13. DESCRIPTION OF PROPERTY 13.1 If the property has been erroneously described herein, such mistake or error shall not be binding on the parties but the description of the property as agreed by the parties concerned shall apply and in such event the parties agree to the rectification of this Agreement to conform to the intention of the parties. 13.2 The SELLER shall not be liable for any shortfall in the extent of the property which may be found to exist on a resurvey nor will he benefit from any excess from the finalization of the diagram of the Surveyor-General. The Land Surveyor s decision shall be final and binding on all parties. The PURCHASER will be compelled to take transfer of the property as surveyed and re-numbered. 14. BREACH OF CONTRACT 14.1 Should the PURCHASER be in breach of this agreement fails to remedy such breach after 7 (seven) days notice in writing to remedy such breach, 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: 14.1.1 to cancel this agreement (in which event the PURCHASER shall forfeit all monies paid to the SELLER or its attorneys or agent/s in terms of this agreement including all interest thereon); and/or 14.1.2 to claim immediate and precise performance and/or payment of all the PURCHASER s obligations under this agreement; and/or Page 9
14.1.3 to recover from the PURCHASER all or any agent s commission payable or paid by the SELLER in respect of this transaction. 15. JURISDICTION 15.1 For the purpose of all or any proceedings herein the parties consent to the jurisdiction of the Magistrates Court otherwise having jurisdiction under Section 28 of the Magistrates Court Act of 1944 (as amended); notwithstanding that such proceedings are otherwise beyond this jurisdiction. 15.2 The PURCHASER will be liable for all costs inclusive, but not limited to Attorney Client costs, debt collection commission and tracing fees made by the SELLER as a result of any breach of contract by the PURCHASER in respect of any of the stipulations in this Agreement and/or any related matters thereto. 16. DOMICILIA AND NOTICES 16.1 The parties choose the following address as their domicilia citandi et executandi for purposes of all notices and processes which are to be sent or served in terms of this Agreement: 16.1.1 The SELLER: as set out in the SCHEDULE OF INFORMATION; and 16.1.2 The PURCHASER: as set out in the SCHEDULE OF INFORMATION. 16.2 All notices shall be in writing and sent by prepaid registered post, email or delivered by hand or faxed, together with proof thereof, to the domicilium chosen by the party concerned and shall, if posted, be deemed to have been duly delivered 7 (seven) days after the day on which such notice was posted. 16.3 A party is entitled to change his domicilium in writing from time to time, provided the new domicilium remains in the Republic of South Africa and includes a physical address for the serving of notices. 17. WAIVER, COMPLETE AGREEMENT AND AMENDMENT Notwithstanding any explicit or implied terms to the contrary contained in this Agreement, no grace or extension of time granted by the SELLERs in respect of any matter or anything which the PURCHASER is obliged to do or comply with in terms hereof, shall under any circumstances be seen as a waiver of the SELLERs rights at any time and without notice to enforce strict compliance with each and every term and/or condition of this Agreement. This is the sole and complete agreement between the parties and any term or condition thereof insofar as it refers to an obligation of the parties, Page 10
shall be a material term or condition, and any amendment of, addition to, or substitution for any term or condition in this Agreement, shall be only valid, binding and enforceable upon the parties in the event of it being executed in writing and signed by both parties. 18. SPECIAL / GENERAL CONDITIONS 18.1 The PURCHASER confirms that he is aware that the Development is not fully completed and that construction work will take place from time to time, which could be inconvenient for the PURCHASER. The PURCHASER acknowledges that he will have no claim of whatsoever nature against the SELLER and/or his Contractors arising from such construction work. 18.2 The PURCHASER will not be entitled, without the written consent of the SELLER, to sell his/her property to a third party prior to registration of transfer. 19. HOME OWNERS ASSOCIATION 19.1 Upon transfer of the property to the PURCHASER, the PURCHASER shall be obliged to become and remain a member of the Home Owners Association subject to the Constitution and rules to be framed thereunder, or as duly and lawfully amended from time to time, and shall not be entitled to resign from such Home Owners Association but shall automatically cease to be a member of the Home Owners Association upon ceasing to be an owner of any Property within the Development. 19.2 A copy of the Constitution is available on request. 19.3 The Home Owners Association will be responsible for all functions and duties as stated in terms of the Constitution for which all members will contribute a levy, as determined by the Home Owners Association from time to time. 19.4 The PURCHASER agrees that all conditions in respect of the Home Owners Association in the Title Deed are conditions of the property and furthermore agrees the following conditions to be included in the Title Deed in respect of the property sold: Subject to the following conditions imposed by the Transferor in favor of the Home Owners Association Every owner of an erf or sub division of such erf, shall automatically become and remain a member of the Fijnbos Paradijs Home Owners Association subject to the Constitution and rules to be framed thereunder, or as duly and lawfully amended from time to time, and shall not be entitled to resign from such Home Owners Association but shall automatically cease to be a member of the Home Owners Association upon ceasing to be an owner of any Page 11
property within the Development. The Transferee or its Successor in Title will not be entitled to sell, donate, grant any option or pre-emptive right in respect of, alienate or transfer, or in any way deal with the stand without the prior written confirmation of Home Owners Association confirming compliance with the Constitution, including the payment of levies. The Transferee shall furthermore, not sell the property before the following Transferee committed himself to the rules and regulations of the Home Owners Association to the satisfaction of the Home Owners Association 20. CONSTRUCTION OF THE UNIT 20.1 The SELLER shall the build the unit on the property according to the approved building plan and shall comply with national building regulations and, other relevant statutory prescriptions relating to building works and substantially. 20.2 The SELLER shall commence the erection of the unit within a reasonable time of the plan having been finally approved by the local authority, and provided the PURCHASER has complied with its obligations in terms of clause 5. The SELLER undertakes to submit building plans for approval to the local authority as soon as reasonably possible. The SELLER shall diligently proceed with the construction of the unit as per the official building program in order to render the development economically viable, and endeavor to complete the unit within a reasonable time thereafter. 20.3 The SELLER shall be entitled to substitute items with a similar standard for any specified item referred to in the attached schedule of finishes. 20.4 The SELLER shall be entitled to vary the plans of the unit for any reason considered reasonably necessary by the SELLER, but so that the PURCHASER s rights will not be materially prejudiced or affected thereby. 20.5 Any building materials used will be of a standard quality and type freely available locally; nomination by product and/or colour is merely for identification purposes and the SELLER may, at his/her own choice and discretion, use other products, types of manufacturers or colors provided that if alternative materials are used, they shall be of at least a similar quality. The SELLER shall not Page 12
be obliged, to advise the PURCHASER should any alternative materials be used. 20.6 The unit shall be regarded as complete upon the date that the unit is sufficiently completed for beneficial occupation as certified by the architect whose decision as to that date shall be final and binding upon the parties. 20.7 The SELLER shall: 20.7.1 within 60 (sixty) days, remedy any patent defects in the unit which manifest within 14 (fourteen) days after the completion date, provided that the PURCHASER notifies the SELLER in writing within 7 (seven) days of any such defects, failing which the PURCHASER shall be deemed to have accepted the unit in the condition in which same were at the completion date; and 20.7.2 remedy any material latent defect in the unit due to faulty workmanship or material, manifesting within 60 (sixty) days from the completion date, provided that the PURCHASER notifies the SELLER in writing within such 60 (sixty) day period. For the purposes of this sub-clause, the expression material defect means those defects, the existence of which are recorded in writing as requiring to be remedied or repaired by the architect. The architect shall determine whether such defects recorded in writing are material defects and his/her decision shall be final and binding upon the parties. The architect shall be the final arbitrator as to whether the SELLER has complied with his/her obligations in terms of this or the preceding clause. 20.8 Should any dispute arise between the SELLER and the PURCHASER as to whether the unit is complete in terms of sub-clause 20.6 and/or the correctness of the architect s completion certificate issued in terms thereof, either party may refer the dispute to arbitration an shall the following rules apply: 20.8.1 he/she must advise the other party of his/her intention in writing; Page 13
20.8.2 the arbitrator shall be a registered architect decided upon by the parties within 7 (seven) days of the date of the notice referred to in sub-clause 1 and failing such decision, the arbitrator shall be appointed by the chairman of the Western Cape Institute of Architects ; 20.8.3 an inspection of the building work will be attended by the arbitrator and both parties within 7 (seven) days of his/her appointment at which time the parties will present their cases by way of a written memoranda supplemented by oral evidence should the arbitrator so desire; 20.8.4 no legal representation or cross examination will be allowed; 20.8.5 the arbitrator will within 14 (fourteen) days after the inspection make his/her decision known to the parties; 20.8.6 the cost of the arbitration shall be borne by the PURCHASER; and 20.8.7 the parties irrevocably agree that the decision of the arbitrator shall be final and binding on each of them and can be made an order of court to whose jurisdiction the parties are subject. 21. COMMISSION It is placed on record that commission of % (including VAT) shall be payable by the SELLER in terms of this purchase contract to on the date of registration of this transfer and the Conveyancer is hereby authorized to deduct the commission from the purchase price and pay the said commission to the bank account of the agent. 22. SUSPENSIVE CONDITIONS MORTGAGE BOND (IF APPLICABLE) 22.1 This agreement is subject to the PURCHASER obtaining an approved loan from a bank or other recognized financial institution for not less than the amount (if any) stated in clause 5 of the SCHEDULE OF INFORMATION, or any lesser amount acceptable to the PURCHASER, upon the security of a first mortgage bond to be registered against the property. 22.2 The PURCHASER shall use its best endeavours to obtain such loan as soon as is reasonably possible after signature of this agreement by the SELLER. 22.3 In the event of such loan not being approved in principal within 30 (thirty) days after signature of this agreement by the SELLER then Page 14
this agreement shall become of no force or effect in which event the SELLER shall refund to the PURCHASER the amounts paid in terms of clause 5 above together with accrued interest thereon, The SELLER shall have the right to extend the 30 (thirty) day period for a further reasonable time, in the SELLERs sole discretion. 22.4 A quotation from a financial institution or the SELLER, confirming that the bond is granted in principal, shall suffice for fulfilment of this suspensive condition. Should the PURCHASER fail to furnish the Conveyancers with a quotation from a financial institution that the bond was not granted, this suppressive condition shall be deemed to be fulfilled; alternatively the transaction shall be deemed not to be subject to the PURCHASER obtaining bond finance. 22.5 Should the PURCHASER fail to apply for a bond the SELLER shall be entitled to appoint a bank or a bond originator for the purposes of granting loan finance to the PURCHASER for the purchase of the property in which event the SELLER or its agent is hereby irrevocably authorized and empowered to apply to the bank so appointed for the required loan on behalf of the PURCHASER. The PURCHASER shall be obliged to furnish the information normally requested by banks to the bank so appointed in order to assess the granting of the required loan. If the PURCHASER is a company, close corporation, trust or married woman, and the loan is granted subject to the condition that the directors, shareholders, members, trustees and/or spouse as the case may be, shall bind themselves as sureties and co-principal debtors with the PURCHASER, the PURCHASER undertakes to procure the signatures of such people. Should the SELLER so arrange such loan finance, the provisions of clause 22.1 shall be deemed to have been fulfilled and the PURCHASER shall be obliged to sign all bond and other documentation to give effect thereto and to pay all costs and charges relating to the registration of a first mortgage bond over the property. SIGNED BY THE SELLER AT ON THIS DAY OF 20. AS WITNESSES: 1. 2. SELLER Page 15
SIGNED BY THE PURCHASER AT ON THIS DAY OF 20, acknowledging receipt of the annexures, the contents of which I am/we are fully aware. AS WITNESSES: 1. PURCHASER 2. PURCHASER Page 16