agreement of purchase and sale - firztonline.co.za agreement... · suspensive condition ... 1.27...
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WE KNOW PROPERTY
Johannesburg Head Office • Tel: +27 (0)11 731 0300 • Fax: +27 (0)11 731 0301 • E-mail: j h b @ f i r z t . c o . z a • w w w . f i r z t . c o . z a Firzt Place, 44 Glenhove Road, entrance in 5th Street, Melrose Estate • PO Box 413, Strathavon, South Africa 2031
Members: D. Zaslansky, S. Zaslansky Deez Realtors cc t/a Firzt Realty Company Reg. No. CK1998/012872/23
Ver 3-2016/8/tw
AGREEMENT OF PURCHASE AND SALE
between
CROWN HILL PROPERTIES 488 PROPRIETARY LIMITED (registration number 2016/356625/07)
(the “Seller”)
and
_______________________________________
(the “Purchaser”)
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INDEX
1. INTERPRETATION ............................................................................................................................................................... 3
2. PURCHASE AND SALE ......................................................................................................................................................... 5
3. PURCHASE PRICE AND PAYMENT ....................................................................................................................................... 5
4. OCCUPATION AND INTEREST ............................................................................................................................................. 5
5. CONDITIONS OF OCCUPATION ........................................................................................................................................... 6
6. SELLER'S LIABILITY FOR DEFECTS IN SECTION AND COMMON PROPERTY ......................................................................... 7
7. SECTIONAL PLAN ................................................................................................................................................................ 7
8. SALE CONDITIONAL UPON LOAN ....................................................................................................................................... 8
9. TRANSFER AND COSTS ....................................................................................................................................................... 8
10. OPENING OF THE SECTIONAL TITLE REGISTER ................................................................................................................... 8
11. RISK, DAMAGE AND DESTRUCTION.................................................................................................................................... 9
12. RIGHTS OF SELLER .............................................................................................................................................................. 9
13. AGENT AND COMMISSION ................................................................................................................................................. 9
14. CAPACITY OF PURCHASER ................................................................................................................................................ 10
15. CESSION OF RIGHTS ......................................................................................................................................................... 10
16. SUSPENSIVE CONDITION .................................................................................................................................................. 10
17. BREACH BY PURCHASER ................................................................................................................................................... 10
18. DOMICILIUM .................................................................................................................................................................... 11
19. ELECTRICITY COMPLIANCE CERTIFICATE .......................................................................................................................... 11
20. GENERAL .......................................................................................................................................................................... 11
21. OFFER TO PURCHASE ....................................................................................................................................................... 11
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1. INTERPRETATION
In this Agreement unless inconsistent with or otherwise indicated by the context the following words and expressions shall have the meanings assigned to them hereunder:
Part A: The Parties 1.1 "Seller" means Crown Hill Properties 488 Proprietary Limited; 1.2 "Seller’s Address" physical: 1
st Floor, Block 5, Stratford Way Office Park
Broadacres, 2021; postal: P O Box 3271, Dainfern, 2055;
tel: 011 4657871 / 91 / 94; e-mail: [email protected] and [email protected] ;
1.3 "Purchaser" means . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ; 1.4 "Purchaser’s Address" physical: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .; postal: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .;
tel: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ; e-mail: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . ; Part B: General Definitions 1.5 "Act" means the Sectional Title Act of 1986; 1.6 "Additional Deposit" means R . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ( . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . ); 1.7 "Additional Deposit
Due Date" means . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ; 1.8 "Agent" means Firzt Realty Company; 1.9 "Architect" means E2 Architects, or such other architect as the Seller may appoint from time
to time; 1.10 "Buildings" means the Buildings and all improvements to be erected on the Land in
accordance with the Plans; 1.11 “Commission Recipient” means Cubenco151 (Pty) Ltd; 1.12 "Effective Interest Rate" means a rate which is 90% (ninety percent) of the interest rate charged from
time to time by Nedbank Limited on home loans; 1.13 "Exclusive Use Areas" means: 1.13.1 garage . . . . . . . . . . . . . . ; 1.13.2 roof terrace . . . . . . . . . . . ;
1.13.3 external store . . . . . . . . . . .;
1.13.4 garden . . . . . . . . . . . ; 1.13.5 covered parking bay . . . . . . . . . . . .;
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as reflected on the Site Plan and/or the Parking Layout Plan; 1.14 "Fixtures and Fittings" shall include, but not be limited to, wall plaster, tiles, plumbing, windows and
doors, cupboards and electrical wiring and fittings; 1.15 “Floor Level Plans” means the floor plan of that part of the building in which the Section is situated
attached marked "Annexure 1"; 1.16 "Floor Plan of the Section" means the plan of the Section attached marked "Annexure 2"; 1.17 "Guarantee Due Date" means 30 (thirty) days from the Signature Date, or, if the provisions of paragraph
8 are applicable, 30 (thirty) days from the date on which the loan is approved; 1.18 "Initial Deposit" means R50 000 (fifty thousand rand); 1.19 "Land" means Erf 3633 Bryanston Extension 8 Township, Registration Division I.R.,
Province of Gauteng; 1.20 "Land Surveyor" means Kevin Melhuish, or such other land surveyor as the Seller may appoint
from time to time; 1.21 "Loan Amount" means R . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ( . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . ) or any loan in a lesser amount accepted by the Purchaser prior to expiry of the date of fulfilment of the suspensive conditions;
1.22 "Occupation Date" means . . . . . . . . . . . . . . . . . . . . . . . . . . . , subject to 4 below; 1.23 "Parking Layout Plan" means the Parking Layout Plan attached marked "Annexure 3"; 1.24 "Participation Quota" means the Participation Quota allocated to the Section in the registered Sectional
Plans upon opening of the Sectional title register; 1.25 "Plans" means the Floor Level Plans, Floor Plan of the Section, Parking Layout Plan,
Sectional Plans and Site Plan, and "Plan" means any one of them, as the context may indicate;
1.26 "Purchase Price" means R . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ( . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ); 1.27 "Rules" means the management and conduct Rules imposed in terms of the Act as
amended by the Seller; 1.28 "Scheme" means the Sectional title development Scheme in respect of the Buildings to be
named One On Highland; 1.29 "Section" means Section number . . . . . . . . . . . . . . . . ( Townhouse number . . . . . . . . . . . . . . )
measuring, subject to the provisions of clause 7.3, approximately …………… square meters as reflected on the Floor Plan of the Section and, when approved, on the Sectional Plans;
1.30 "Sectional Plans" means the draft Sectional Plans to be prepared by the Land Surveyor and, on approval of such Plans by the Surveyor-General, such approved Plans;
1.31 "Seller’s Conveyancer" means Tonkin Clacey Attorneys, 24 Baker Street, Rosebank, Johannesburg,
telephone no. (011) 880-6695 (reference D Pennington); 1.32 "Signature Date" means the date on which the last signing party hereto signs this Agreement;
1.33 "Site Plan" means the Site Plan attached marked "Annexure 4"; 1.34 “Specification and Optional
Extras” means the Specification, Schedule of Finishes and selection of Optional Extras marked "Annexure 5";
1.35 "Structure" means the foundations, brickwork, concrete and re-enforcing and shall expressly
exclude wall plaster and tiling; 1.36 "this Agreement" means this Agreement and all annexures hereto;
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1.37 "Transfer" means Transfer of the property into the name of the Purchaser in the office of
the Registrar of Deeds, Pretoria; 1.38 "Unit" means the Section together with its undivided share in the common property
determined in accordance with the Participation Quota and the Exclusive Use Areas allocated to the Section in terms of this Agreement and the Rules;
1.39 the singular shall include the plural and vice versa and words importing one gender shall include the other genders; 1.40 headings to clauses are for reference purposes only and are not to be used in the interpretation thereof; 1.41 in this Agreement, the number of days prescribed shall be calculated exclusively of the first and inclusively of the last day,
unless the last day falls on a Saturday, Sunday or public holiday, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday.
2. PURCHASE AND SALE 2.1 The Seller hereby sells to the Purchaser, who hereby purchases, the Unit for the Purchase Price, subject to the terms and
conditions set out in this Agreement. 2.2 The Unit shall be constructed on the Land in accordance with the Plans and the Specification and Optional Extras, in terms
of building plans approved by the local authority and in compliance with the Housing Consumers Protection Measures Act, 95 of 1998 and the National Building Regulations and Building Standards Act, 1977.
2.3 The Unit is sold subject to the conditions, reservations and servitudes to be contained in the Sectional title register and
such conditions of Sectional title as may be imposed by the developer, the local authority or any other authority. 3. PURCHASE PRICE AND PAYMENT 3.1 The Purchase Price shall be paid on Transfer and shall be secured as follows: 3.1.1 the Initial Deposit shall be paid to the Seller’s Conveyancer in trust on signature of this Agreement by the Purchaser.
The Initial Deposit shall be invested in an interest-bearing account in the name of the Purchaser. Interest on the Initial Deposit shall accrue for the benefit of the Purchaser. On date of Transfer the Initial Deposit shall be paid to the Seller and the interest to the Purchaser;
3.1.2 the Additional Deposit shall be paid to the Seller’s Conveyancer on or before the Additional Deposit Due Date. The
Additional Deposit shall be invested in an interest-bearing account, with interest to accrue to the Purchaser until the date of Transfer, on which date the interest shall be paid to the Purchaser and the Additional Deposit to the Seller; and
3.1.3 the balance of the Purchase Price shall be secured by cash or by guarantees acceptable to the Seller from a registered
financial institution. Such cash or guarantees shall be delivered to the Seller’s Conveyancer on or before the Guarantee Due Date.
3.2 The Seller’s Conveyancer is hereby authorised to invest any amount paid in terms of 3.1 in an interest-bearing account with
a registered financial institution in accordance with the provisions of Section 78(2)(A) of the Attorneys Act, 1979. Interest thereon shall accrue for the benefit of the Purchaser until the date of Transfer, when the accrued interest shall be paid to the Purchaser.
4. OCCUPATION AND INTEREST 4.1 The Seller undertakes to use its best endeavours to complete the Unit by the Occupation Date set out in 1.22 but cannot
warrant that the Unit will be ready by that date. If the Unit is not ready for occupation on the date referred to in 1.22, the Purchaser shall have no claim of any kind against the Seller arising from occupation having been given at a date earlier or later than that date.
4.2 The actual Occupation Date shall be a date nominated by the Seller in a written notice. The Occupation Date nominated in
the notice shall be a date not less than 1 (one) calendar month from the date of dispatch of the said notice. The Purchaser shall be obliged to take occupation on the date stipulated in the said notice, which date shall be referred to as "the Occupation Date" hereafter.
4.3 From the Occupation Date until the date of Transfer (or until the Purchase Price is paid in full, whichever is the later) the
Purchaser shall pay to the Seller occupational interest on the Purchase Price. The occupational interest shall be:
4.3.1 calculated at the Effective Interest Rate monthly in advance on the Purchase Price;
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4.3.2 paid to the Seller on or before the first calendar day of each month; and 4.3.3 pro-rated if the Occupation Date or the date of payment of the Purchase Price falls on a date other than the last day of
a calendar month. 4.4 In addition to the occupational interest, the Purchaser shall be liable for and shall from the Occupation Date pay when due
the water and electricity charges for the Unit and the estimated monthly levy. 4.5 Any interest calculated in terms of 4.3 and not paid on the due date shall be capitalised forthwith and thereafter form part
of the Purchase Price. 4.6 The Purchaser shall be liable for the occupational interest from the Occupation Date irrespective of whether the Purchaser
takes occupation of the Section or not. 4.7 If a dispute arises between the parties as to whether the Section is occupiable on the Occupation Date, the dispute shall be
resolved by the Architect, whose decision shall be final and binding on the parties. 5. CONDITIONS OF OCCUPATION 5.1 From the Occupation Date until the body corporate comes into being, the Purchaser shall:
5.1.1 comply with the provisions of the Act and of the Rules which will be applicable to the Scheme on the basis that the
Seller shall, prior to the establishment of the body corporate, enjoy the same rights and powers as the body corporate and the trustees enjoy in terms of such Rules;
5.1.2 waive all claims against the Seller for any loss or damage to property or for any injury to person which the Purchaser
may sustain in or about the Section, the building or the common property and shall indemnify the Seller against any such claim 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 persons suffered in or about the Section, the building or the common property howsoever such loss or damage to property or injury to person may be caused;
5.1.3 pay on demand all charges in respect of electricity and other municipal services consumed or used in respect of the
Section: provided that if the Purchaser fails to pay any such amount the Seller shall be entitled to make payment thereof on the Purchaser's behalf and to recover same from the Purchaser together with interest on the amount so paid at the aggregate of the Effective Interest Rate and 3% (three percent) from the date on which such amount is disbursed by the Seller to the date upon which it is recovered;
5.1.4 pay to the Seller, in addition to the occupational rental, a levy monthly in advance on the first day of each and every
month as provided for in Section 37 of the Act in terms of which the Purchaser's share of the communal expenses is calculated in accordance with the Participation Quota of the Unit as determined by the Land Surveyor;
5.1.5 acknowledge that on the Occupation Date the common property and other Sections may be incomplete and the
Purchaser and other occupiers must necessarily suffer inconvenience from building operations but that the Purchaser shall have no claim against the Seller by reason of any such inconvenience, unless such inconvenience is caused by the intentional or grossly negligent acts of the Seller or its Agents or its employees;
5.1.6 not do or permit to be done anything which would result in any insurance policy held by the Seller in respect of the
development being rendered void or voidable, or which would result in the insurance premiums being increased; 5.1.7 not make any alterations to the interior or exterior of the Section without the Seller's prior written consent; 5.1.8 maintain the Section and any Exclusive Use Areas allocated to the Unit in a clean and orderly condition; 5.1.9 not be entitled to let or otherwise part with possession and occupation of the Section without the Seller's written
consent, which shall not unreasonably be withheld; and 5.1.10 not sell or otherwise alienate the Unit except with the Seller's prior written consent, which shall not unreasonably be
withheld. 5.2 The Seller shall, at its own cost, engage the services of an independent architect or construction consultant who shall, prior
to the Occupation Date, conduct a thorough inspection of the Section and prepare, for the benefit of both Purchaser and Seller, a list of defects in the Section (the “snag list”). The Seller shall attend to the rectification of items on the snag list and do so, subject to clause 6.4, as soon as practicably possible after its receipt thereof. The snag list shall be the definitive list of any defects to be remedied by the Seller in the Section. Should there be a dispute between the parties as to whether or not the Seller has properly remedied any items on the snag list, the dispute shall be determined by the Architect who shall,
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acting impartially and as an expert, summarily determine the matter and whose decision will be final and binding on all the parties.
6. SELLER'S LIABILITY FOR DEFECTS IN SECTION AND COMMON PROPERTY 6.1 The Seller undertakes to repair: 6.1.1 the defects as indicated in the snag list referred to in clause 5.2; 6.1.2 any defect in the Structure of the Section of which the Seller is advised in writing within a period of twelve months
from the Occupation Date; 6.1.3 any failure in the waterproofing of the Section of which the Seller is advised in writing within twelve months from the
Occupation Date or thirty days after the first rainfall in excess of 25 millimetres in a twenty four-hour period, whichever is the later.
6.2 The Seller undertakes to construct and complete the improvements to the common property shown on the Plans prior to
the opening of the Sectional title register for the Scheme (or, if the Scheme is being completed in phases, before the opening of the Sectional title register for the final phase of the Scheme). The Architect shall issue a certificate ("the common property certificate") confirming that the improvements to the common property have been completed. The Seller undertakes to repair:
6.2.1 any defect in the Fixtures and Fittings on the common property of which the Seller is advised in writing within 30
(thirty) days from the date from which the Architect issues the common property certificate; and 6.2.2 any defect in the Structure of the improvements, or in any other part of the common property which constitutes
neither a fixture or fitting nor a Structure, within 1 (one) year from the date on which the Architect issues the common property certificate.
6.3 The Seller shall not under any circumstances be liable to any party for any defect, latent or patent, in the Section or the
common property of which the Seller is not advised as specified within the time periods stipulated above. 6.4 The Seller shall be afforded a period of 60 (sixty) days (or such longer period as may be reasonable in the circumstances)
from the date of receipt of any notice in terms of 6.1 or 6.2 to effect the necessary repairs. 6.5 Although the Seller shall be liable within the period referred to in 6.1.3 to make good any cracks or defects in the
waterproofing giving rise to any leak, the Seller shall not be liable for any consequential damages arising from the leakage, for example any repair to or replacement of carpets, household goods, electrical appliances and the like, all of which shall be for the account of the Purchaser.
6.6 If there is any dispute of any nature between the parties arising from the provisions of 6.1 or 6.2, the dispute shall be
referred to the Architect, whose decision in respect of the dispute shall be final and binding upon the parties. 7. SECTIONAL PLAN 7.1 The Purchaser acknowledges that the Sectional plan has not yet been approved and agrees that the exact boundaries of
the Section shall be those shown on the final approved Sectional plan. The Seller warrants that, subject to 7.3 below, the boundaries will be substantially in accordance with those set out in the annexures hereto, and that the undivided share of the common property apportioned to the Section shall be in accordance with the Participation Quota determined by the Surveyor-General.
7.2 The Purchaser shall not be entitled to claim cancellation of this Agreement or any reduction in the Purchase Price by reason
of any alteration to the number, size or location of any Section or Sections other than the Section hereby sold. The Seller undertakes that any alteration will be made only after due consultation with the Architect and with the local authority.
7.3 The Seller undertakes to make every effort to ensure that the Sections are constructed in accordance with the Plans.
However, the Purchaser shall be obliged to accept the Section without any variation in the Purchase Price provided the deviation in the extent of the Section when complete is no greater than 5% (five percent) from that reflected in the Plans. If the extent of the Section differs by more than 5% (five percent) the Purchase Price shall be adjusted pro-rata based on the price per square metre of the Purchase Price set out in 1.26 read with the Floor Plans.
7.4 If the boundaries or the area of the Section or any other Section or the Participation Quota allocated to the Section differ in
minor respects from the boundaries or areas or Participation Quota shown on the Plans, or if the Section number allocated to the Section changes from the number reflected on the Site Plan, the Purchaser undertakes to accept Transfer of the Unit as defined and renumbered on the Sectional plan approved by the Surveyor-General.
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7.5 The Purchaser acknowledges that the Plans and Specifications and Optional Extras are subject to such changes as the Architect, the developer and the local authority may deem necessary and the Purchaser shall have no claim against the Seller in respect of such amendments.
8. SALE CONDITIONAL UPON LOAN 8.1 This offer is subject to the suspensive condition that the Purchaser is able to raise a loan in the Loan Amount within 30
(thirty) days from the Signature Date upon the security of a first mortgage of the property at a rate of interest similar to that charged by Nedbank Limited from time to time and on conditions comparable to those normally imposed by the said Bank. This condition shall be deemed to be fulfilled immediately a letter is issued in terms of Section 92 of the National Credit Act, 34 of 2005, by a financial institution offering a loan to the Purchaser.
8.2 If the Purchaser is not offered a loan by the date referred to above, the period for the raising thereof may be extended at
the discretion of the Seller for such further period as the Seller may determine, not exceeding a further 60 (sixty) days. 8.3 If the loan is not granted within the time limits set out above, this Agreement shall lapse forthwith and the deposit shall be
refunded to the Purchaser. 8.4 The Purchaser undertakes to take all steps reasonably necessary to obtain the said loan within the period stated. If the
Purchaser fails to take such steps or if the Purchaser fails to comply with or accept any condition reasonably imposed by any potential lender, the Seller shall be entitled at its election to regard this suspensive condition as having been fulfilled and thereafter exercise its rights in terms of 17 below.
8.5 The Purchaser hereby warrants that the Purchaser is aware of the requirements regarding income and assets set by
financial institutions when determining the creditworthiness of applicants for loans and hereby warrants that the Purchaser's income and assets are sufficient for this purpose.
8.6 If this Agreement is not conditional upon the Purchaser being offered a loan (which shall be evidenced by the absence of
an amount being written into clause 1.21 above), the provisions of this clause 8 shall not be applicable to the agreement. 9. TRANSFER AND COSTS 9.1 It is the Seller's intention that Transfer of the Unit shall be effected by the Seller’s Conveyancers simultaneously with the
opening of the Sectional title register. 9.2 The Purchaser shall pay the legal costs of registering the Transfer in the name of the Purchaser. These costs shall be
payable on demand, regardless of the anticipated date of registration of Transfer of the Unit into the name of the Purchaser. The Seller’s Conveyancers will reduce their fee for the transfer to 75% of the then prevailing tariff as published by the Law Society, provided that (as security for the loan referred to in clause 8) the Seller’s Conveyancers are instructed to attend to the registration of the mortgage bond.
9.3 The Purchaser shall be liable for the payment of the bond registration costs in accordance with the prevailing tariff. These
costs shall be payable on demand, regardless of the anticipated date of registration of Transfer of the Unit into the name of the Purchaser.
9.4 Subject to the provisions of the Act, the Purchaser shall not, by reason of any delay in the Transfer of the Unit, be entitled
to cancel this Agreement or to refrain from paying any amount payable by the Purchaser in terms of this Agreement on due date or to claim and recover from the Seller any damages or compensation for such delay.
10. OPENING OF THE SECTIONAL TITLE REGISTER The parties record that it is not possible for the Seller to pass Transfer of the Unit to the Purchaser until such time as the
Sectional title register is opened in terms of the Act. The Seller undertakes, within a reasonable time and at its own expense, to take such steps as may be reasonably necessary to open the Sectional title register. However, if the Sectional title register is not opened within one year from the Occupation Date, the Purchaser shall be entitled to declare this Agreement null and void in which event:
10.1 the Purchaser and every person claiming occupation through the Purchaser shall vacate the Section and the Purchaser shall
redeliver the Unit to the Seller in the same good order and condition as at the Occupation Date, fair wear and tear excepted;
10.2 the Seller shall refund to the Purchaser any deposits paid by the Purchaser in terms hereof plus interest thereon; and 10.3 save as provided in this Agreement neither of the parties shall in such event have any further claim whatsoever against the
other of them arising out of the termination of this Agreement.
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11. RISK, DAMAGE AND DESTRUCTION 11.1 All benefit of and risk in and to the Unit shall pass to the Purchaser on the date of Transfer. 11.2 If, prior to Transfer, the building is damaged or destroyed in such a way that: 11.2.1 the Purchaser is deprived of beneficial occupation of the Section for a period in excess of three months either party
shall have the right by notice to the other to cancel this Agreement; or 11.2.2 if any other Sections in the Buildings are damaged or destroyed and the Seller reasonably considers it advisable to
terminate the Scheme, the Seller shall have the right, by notice to the Purchaser, to cancel this Agreement and the provisions of 10 above shall apply mutatis mutandis.
11.3 The Seller shall, unless this Agreement has been cancelled in terms of 10 above, apply any insurance proceeds received by
it in respect of the damage or destruction of the Section to the repair and reinstatement of the Section and any other damaged Sections. However, the Seller shall not be liable to the Purchaser if there are no such proceeds or if such proceeds are inadequate to completely repair and reinstate the Section.
11.4 It is recorded that the Seller intends, before the body corporate comes into existence, but without any obligation or duty
whatsoever to the Purchaser, to insure the Buildings against such risks and for such amounts as it may in its sole discretion determine.
12. RIGHTS OF SELLER 12.1 Until the body corporate is established the Seller shall be entitled to: 12.1.1 make conduct Rules for the use and enjoyment of the common property; 12.1.2 enter the Section at all reasonable times or to authorise it Agents or workmen so to enter, to inspect same or to carry
out repairs; and 12.1.3 exercise all the rights and powers that a body corporate would be entitled to exercise in terms of the Act in respect of
the building, the Land and the owners and occupants of Sections. 12.2 The Purchaser hereby appoints the Seller's nominee, irrevocably and in rem suam and with power of substitution, to be his
lawful Agent and attorney: 12.2.1 to convene a meeting of the body corporate and there to vote in favour of any resolution of the body corporate to
amend the Rules or pass any other resolution as may be required: 12.2.2 by any bondholder for the grant of its consent to the opening of the Sectional title register; 12.2.3 by the local or provincial authority or by any prospective mortgagee prior to the grant of a Sectional mortgage bond
over a Unit in the Scheme; 12.2.4 by the Seller in order to ensure the proper and efficient management and control of the Scheme, or to ensure that the
developer is able to exercise in full his rights to develop the Scheme further; 12.2.5 to sign all documents necessary or required to comply with the Purchaser's obligations in terms of this paragraph. 12.3 the Seller reserves to itself the right, in terms of Section 32(4) of the Act, when submitting the application for the opening
of the Sectional title register, to make Rules under Section 35 of the Act by which a different value is attached to the vote of the owner and/or the owner's liability modify his liability to make contributions to the body corporate;
12.4 The Seller shall, when opening the Sectional title register, be entitled to allocate the Exclusive Use Areas (being a part of
the common property) to the Section for the sole and exclusive use of the owner of that Section in terms of Section 27(A) of the Act.
13. AGENT AND COMMISSION 13.1 The Seller shall pay to the Commission Recipient the Agent's commission on this sale. 13.2 The commission shall be earned immediately any suspensive conditions contained in this Agreement are fulfilled, and shall
be paid to the Agent on registration of Transfer of the Unit. 13.3 The Seller’s Conveyancer is hereby authorised and directed to pay the commission from the proceeds of the sale.
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13.4 If the sale is cancelled due to any breach by the Purchaser of this Agreement, the Purchaser shall be liable for and shall pay the commission to the Commission Recipient immediately upon cancellation of the agreement. In this event the commission due to the Agent by the Purchaser shall be calculated at 7% (seven percent) of the Purchase Price, exclusive of VAT.
14. CAPACITY OF PURCHASER 14.1 If the Purchaser signs this Agreement as trustee for a company or close corporation to be formed, the Purchaser shall be
deemed to be personally liable in terms of this Agreement if the company or close corporation is not incorporated and the agreement ratified by the company within 60 (sixty) days from the Signature Date.
14.2 Upon the incorporation of the company or close corporation and the ratification of this Agreement the Purchaser by the
Purchaser's signature hereto binds himself as surety for and co-principal debtor in solidum with the company or close corporation for the due and punctual performance by the Purchaser of the Purchaser's obligations arising out of this Agreement.
15. CESSION OF RIGHTS 15.1 The Seller hereby undertakes wherever possible to cede to the body corporate all its rights in respect of any guarantees or
warranties provided to the Seller by contractors employed by it during the construction of the Scheme. 15.2 If any right is ceded in terms of 15.1 above, the Purchaser acknowledges that the sole right to prosecute any claim in terms
of any warranty shall vest in the body corporate only. The Purchaser therefore waives any claim which it might otherwise have had against the Seller in respect of any defect in workmanship or materials covered by the warranty or guarantee ceded to the body corporate by the Seller.
15.3 Insofar as may be necessary, the Purchaser hereby authorises and directs the body corporate, when established, to accept
any cession of the Seller's rights included in any warranty by any contractor as contemplated herein. 16. SUSPENSIVE CONDITION 16.1 This entire agreement is subject to the suspensive conditions that, by no later than 31 March 2017: 16.1.1 a site development plan for the Scheme is approved by the relevant local authority; and 16.1.2 the Seller sells not less 12 (twelve) units in the Scheme. 16.2 If either of these conditions is not fulfilled, or waived by the Seller, this Agreement shall lapse and be of no further force or
effect. 17. BREACH BY PURCHASER If the Purchaser fails to pay any amount due in terms of this Agreement or breaches any other obligation (all of which are
agreed to be material) contained in this Agreement or the Act or the Rules and fails to remedy such default or breach within 10 (ten) days of the dispatch of written notice requiring the remedy of such default or breach, the Seller shall be entitled, without prejudice to any other rights available to it in terms of this Agreement or in law:
17.1 forthwith to claim and recover from the Purchaser the Purchase Price then outstanding together with interest thereon
calculated in terms of 17.4 together with all other sums for which the Purchaser may then be liable in terms of this Agreement; or
17.2 to cancel this Agreement, repossess the Section if the Purchaser is in occupation and claim from the Purchaser such
damages as it may have sustained by reason of the cancellation; or 17.3 to cancel this Agreement, repossess the Section if the Purchaser is in occupation and retain all amounts which the
Purchaser has paid in terms hereof as a genuine pre-estimate of the damages which the Seller has sustained by reason of such cancellation, in which event the Purchaser hereby authorises the Seller’s Conveyancer to pay to the Seller forthwith on cancellation any amounts held by the Seller’s Conveyancer in trust.
17.4 The Purchaser shall pay interest calculated monthly in advance at the primary overdraft rate of interest charged by
Nedbank Limited plus 3% (three percent) on any amount due in terms of this Agreement from the date of dispatch of the notice referred to above until date of payment.
17.5 The Seller shall not, in consequence of electing to exercise one of the rights set out in this clause, be precluded from
exercising any other right to which it would otherwise be entitled in law.
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18. DOMICILIUM 18.1 The parties choose their domicilia citandi et executandi for all purposes under this Agreement whether in respect of Court
process, notices or other documents or communications of whatsoever nature, at the addresses or e-mail address reflected in 1.2 and 1.4 respectively.
18.2 Either party shall be entitled to change that party's domicilium citandi et executandi on written notice to the other party.
Such change of domicilium citandi et executandi shall take effect on the fourteenth day after the delivery of the notice to the other party.
18.3 Any notice dispatched to a party's domicilium shall be deemed to have been received: 18.3.1 if sent by pre-paid registered post, 7 (seven) days after dispatch; 18.3.2 if sent by e-mail on the first day other than a Saturday, Sunday or public holiday after the date of dispatch. 19. ELECTRICITY COMPLIANCE CERTIFICATE The Seller hereby undertakes to deliver to the Purchaser on or before the Occupation Date an electrical compliance certificate
in respect of the Section as provided for in the Occupational, Health and Safety Act 1993. 20. GENERAL 20.1 This Agreement represents the entire agreement between the parties. No terms, conditions, stipulations, undertakings,
representations or warranties by the Seller or its Agent shall be of any force or effect unless expressly included herein. No variation of or addition to or consensual cancellation of this Agreement and no waiver by the Seller of any of its rights hereunder shall be of any force or effect unless reduced to writing and signed by or on behalf of both parties.
20.2 If this Agreement is signed by more than one person as Purchaser the obligations of all the signatories shall be joint and
several. If this Agreement is not signed by all the persons named as Purchasers, this Agreement shall nonetheless be and shall remain binding on the Purchasers who have signed this Agreement.
20.3 No latitude, extension of time or other indulgence which may be given or allowed by the Seller to the Purchaser in respect
of any of its obligations in terms of this Agreement shall constitute a waiver, abandonment or novation of the Seller's rights in terms hereof.
20.4 The section is not in existence at the time of signing this Agreement and as such it is not possible for the Purchaser to
conduct an inspection of the section at this time. The Purchaser will be given an opportunity to inspect the section prior to the occupation date. The Purchaser will not be allowed onto the property prior to the date on which the inspection of the section is arranged in terms hereof.
21. OFFER TO PURCHASE 21.1 Signature of this Agreement by the Purchaser shall constitute an offer to the Seller to purchase the Unit on the terms and
conditions set out herein. This offer shall not be capable of revocation or withdrawal by the Purchaser after signature of this Agreement by the Purchaser.
21.2 This Agreement shall be binding on the Seller only when duly signed by it until which time no obligation or liability on the
part of the Seller shall be deemed to exist. 21.3 It shall not be necessary for the Seller to communicate to the Purchaser its acceptance of the offer made in terms of this
paragraph for this Agreement to become valid and binding.
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SIGNED at . . . . . . . . . . . . . . . . . . . . . . . on the . . . . . . . . . . . . day of . . . . . . . . . . . . . . . . . . . . . . . 2016 AS WITNESSES: 1. ________________________________ 2. ________________________________ _________________________________________
SELLER, who by his signature warrants that he is duly authorised thereto
SIGNED at . . . . . . . . . . . . . . . . . . . . . . . on the . . . . . . . . . . . . day of . . . . . . . . . . . . . . . . . . . . . . . 2016 AS WITNESSES: 1. ________________________________ 2. ________________________________ _________________________________________
PURCHASER, who by his signature warrants that he is duly authorised thereto