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Agreement of Sale

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					                             AGREEMENT OF SALE


                      Made and entered into by and between


                 TEAL & TROUT FARM (PROPRIETARY) LIMITED

                      REGISTRATION NUMBER 98/04422/07

     herein represented by Brian Desmond Bendall he being duly authorised by a
                                    Resolution

                         (hereinafter referred to as the Seller)

                                         of

                                   6 First Street
                                    Abbotsford
                                    Johannesburg                   (street address)


                                        and


____________________________________________(NAME)


___________________________________________(ID / PASSPORT NO)


___________________________________________(STREET ADDRESS)


___________________________________________(POSTAL ADDRESS)


___________________________________________(MARITAL STATUS)


________________________________________ (CONTACT TEL. NUMBERS)


________________________________________ (EMAIL ADDRESS)

1.       (hereinafter referred to as the Purchaser)INTERPRETATION
                                                                               2



     1.1   The clause headings are for convenience and shall be disregarded
           in interpreting this agreement;

     1.2   In this agreement, unless a contrary intention clearly appears -

           1.2.1 Words importing one gender include the other gender, the
                 singular include the plural and vice versa and natural
                 persons include legal entities and vice versa.

     1.3   when any number of days is prescribed in this agreement, the
           same shall be reckoned exclusively of the first and inclusively of the
           last day unless the last day falls on a Saturday, Sunday or
           proclaimed public holiday in the Republic of South Africa, in which
           event the last day shall be the next succeeding day which is not a
           Saturday, Sunday or public holiday;

     1.4   the annexures to this agreement shall be deemed to be
           incorporated in and form part of this agreement;

     1.5   any reference to an enactment is to that enactment as at the date
           of signature hereof and as amended or re-enacted from time to
           time.

2.   DEFINITIONS

     Unless otherwise expressly stated, or the context otherwise requires, the
     words and expressions listed below shall, when used in this Agreement,
     including this introduction, bear the meanings ascribed to them:

     Annexure A:                Sketchplan of proposed Portion 24 of the farm
                                Winnaarspoort No 350 showing Common
                                Property as well as the 40 subdivided portions
                                of land

     Annexure B:                Constitution of Teal & Trout Country Estate
                                Owners Association

     Annexure C:                Management Regulations

     Annexure D:                Special Power of Attorney

     Annexure E:                Teal and Trout Country Estate Development
                                Guidelines
                                                                    3


Agent:             the agent of the Seller that was the effective
                   cause of the conclusion of this agreement

Architect:         Any architect appointed by the Seller in terms
                   of the provisions of the Constitution

Association:       The Teal & Trout Country Estate Owners
                   Association referred to in paragraph 10 below
                   which will own the Common Property

Constitution:      The Constitution of the Association

Common Property:   The land comprising the Estate, but excluding
                   the subdivided portions 25 to 64 inclusive as
                   indicated on Annexure "A"

Consents:          The various consents required for the
                   consolidation of certain portions into Portion 24
                   of the farm Winnaarspoort 350 JT and the
                   subsequent subdivision into portions 25 to 64
                   and other consents, permissions, licences,
                   permits and the like obtained from various
                   governmental authorities for the establishment
                   and operation of the Estate

Conveyancers:      Attorneys Norton-Lambrianos of 20 Republic
                   Road, Bordeaux, Randburg

Estate:            The development on Portion 24 of the farm
                   Winnaarspoort 350 JT( previously comprising
                   Portions 4, 9, 10, 11, 12, 17 and a Portion of
                   Portion 13 of the Farm Winnaarspoort 350 JT).
                   Portion 24 forms part of a Land Development
                   Area that will be subdivided into 40 portions of
                   land measuring approximately one Hectare
                   each and Common Property totalling
                   approximately 1020 Hectares as indicated on
                   Annexure "A".

Local Authority:   The applicable local authority, or its nominee,
                   or its successor-in-title, or any other Local
                   Government Department which might have or
                   obtain jurisdiction over the Property;
                                                                                4


     Lodge:                       A residential dwelling with its primary usage
                                  being that of holiday accommodation in a rural
                                  environment in accordance with Architectural
                                  Guidelines, with or without outbuildings.

     Member:                      A member of the Association

     Property:                    The immovable property comprising one of the
                                  proposed 40 subdivided portions in the Estate
                                  more fully described in paragraph 3

     Registration Date:           The date of registration of transfer of the
                                  Property into the name of the Purchaser




     Subdivided Portions:         The various properties that have come into
                                  being from the consolidation of Portions 4, 9,
                                  10, 11, 12, 17 and a Portion of Portion 13 of
                                  the Farm Winnaarspoort 350 JT into Portion 24
                                  of the Farm Winnaarspoort 350 JT

     Sites:                       The one-hectare subdivided portions of land on
                                  which the Lodges will be erected as indicated
                                  on Annexure "A".




3.   SALE

     The seller sells to the Purchaser who hereby purchases the proposed
     Portion              (a Portion of Portion 24) of the farm Winnaarspoort No.
     350 JT, Mpumalanga, as highlighted in Annexure "A" known as Site
     ___________ for administrative purposes.
                                                                                 5


4.   PURCHASE PRICE


     The Purchase Price of the Property is the sum of R__________________
     inclusive of Value Added Tax payable as follows:


     4.1   A deposit of R__________________________ to the
           Conveyancers, within _________________ days of signature
           hereof, which shall be held in trust in an interest bearing account for
           the benefit of the Purchaser until the registration date.
     4.2   The balance of the purchase price amounting to
           R___________________ shall be paid by the Purchaser to the
           Seller on the registration date and shall be secured by acceptable
           banker's guarantee/s within ________________ days of signature
           hereof.



     4.3   Should this Agreement be cancelled by the Seller as a result of a
           breach by the Purchaser, the Conveyancers are irrevocably
           authorised to deal with the deposit, together with interest thereon
           and any other amounts paid by the Purchaser on account of the
           Purchase Price in accordance with paragraph 13.


5.   SUSPENSIVE CONDITION


     This sale is subject to the Purchaser being able to obtain a Mortgage
     Bond from a registered Bank or Financial Institution in the sum of
     R________________________ within a period of 30 (THIRTY) days from
     date of signature hereof, failing which this sale between the Seller and the
     Purchaser shall immediately become of no force or effect.


6.   AGENTS COMMISSION
                                                                                      6



     The Seller shall pay the Agent the Commission in accordance with the
     mandate granted to any sales agent by the Seller provided that should the
     Purchaser fail to carry out his obligations in terms of this Agreement of
     Sale, the Agent shall have the right to recover such commission from the
     Purchaser. The commission shall be payable by the Seller to the Agent
     upon the registration date.


7.   TRANSFER


     Transfer of the property shall be affected by the Conveyancers within a
     reasonable time after signature hereof provided that the Local Authority
     has granted the required Consents to proceed with the transfer of the
     Property and provided that the Purchaser has complied with his
     obligations in terms hereof and made payment of the costs of and
     incidental to the transfer including conveyancing charges and costs
     related to acquiring and registering a bond, for all of which the Purchaser
     is liable and which is payable on demand.


8.   LEVY AND ELECTRICITY


     The Purchaser shall be liable to pay the levy monthly in advance to the
     Association in terms of the Constitution. It is recorded that Electricity will
     be metered separately and is not included in the Levy. The Purchaser
     shall sign a debit order in favour of the Association when requested to do
     so, for the monthly payment of levies. The initial levy shall be the sum of
     R __________________ per month which may be amended in terms of
     the Constitution.


9.   POSSESSION AND OCCUPATION
                                                                                  7


      9.1    The Purchaser shall take occupation and possession of the
             Property on the registration date from which date the Property shall
             be at the sole risk, loss, profit and expense of the Purchaser and
             from which date the Purchaser shall be liable for all Association
             levies, rates and taxes whatsoever levied upon the Property by the
             Local Authority.


      9.2    Should the Seller have pre-paid any such rates and taxes and
             charges beyond the registration date, the Purchaser shall on
             demand refund any such amounts paid beyond this date to the
             Seller.


10.   OWNERS ASSOCIATION AND SERVICES


      10.1   It is recorded that Teal & Trout Country Estate Owners Association
             has been incorporated to promote the communal interest of all
             owners of properties in the Estate, which will include but not be
             limited to maintenance of security facilities, gate houses and
             security gates, roads, fencing, open spaces, communal dams,
             servitudes and all communal facilities.


      10.2   The Purchaser acknowledges that he has acquainted himself with
             the provisions of the Constitution and the Management
             Regulations.


      10.3   The Purchaser undertakes that upon the registration date he shall
             automatically become and remain a member of the Association and
             hereby agrees to be bound by the Constitution and Management
             Regulations for as long as he is the registered owner of the
             Property.
                                                                                     8


      10.4   The Seller shall be entitled to procure that in addition to other
             conditions of title and/or subdivision referred to herein, the following
             conditions of title inter alia be inserted in the Deed of Transfer in
             terms of which the Purchaser takes title to the Property:


             10.4.1 The purchaser and its successors in title or assigns of the
                    within mentioned property shall upon transfer of the within
                    mentioned property become a member of the Teal & Trout
                    Country Estate Owners Association and remain a member
                    and be subject to its constitution until the purchaser or each
                    subsequent successor in title or assign ceases to be the
                    registered owner of the property.


             10.4.2 Neither the property nor any interest therein shall be
                    transferred to any person who has not bound him/her/itself in
                    writing to become a member of the Association.


             10.4.3 The purchaser and its successors in title or assigns shall not
                    be entitled to transfer the property without a clearance
                    certificate from the said Association certifying that all
                    amounts owing by the registered owner to the aforesaid
                    Association have been paid.


      10.5   In the event of the Registrar of Deeds requiring the amendment of
             the conditions in paragraphs 10.4.1 to 10.4.3 above in any manner
             in order to affect registration of same, the Purchaser hereby agrees
             to such amendment.


11.   DEVELOPMENT OF THE ESTATE
                                                                              9


11.1   The Purchaser agrees, acknowledges and records that he is aware
       that the Estate and Sites of which the Property is one, are not yet
       fully developed and therefore building, construction and related
       operations will take place upon the Estate and the Sites and that
       the said operations may cause the Purchaser certain
       inconvenience, but that he shall have no claim whatsoever against
       the Seller or any other owner for any such inconvenience.


11.2   The Purchaser hereby authorises the Seller to approve and act on
       his behalf in all matters relating to the development of the Estate.
       The Purchaser hereby nominates, constitutes and appoints the
       Seller with power of substitution to be its lawful agent in his name
       place and stead and on his behalf to consent, if so required, to the
       further development of the Estate and not to interfere with or
       obstruct the seller from erecting and completing buildings,
       structures and further facilities.


11.3   The seller, shall subject to the compliance by the Seller with all the
       requirements in terms of the Environment Conservation Act 73 of
       1989, install at his cost access and traversing roads, engineering
       services, security and management infrastructure on the Common
       Property, the precise location and area to be within the sole
       discretion of the Seller provided that no such new common
       infrastructure shall directly interfere with the Sites of any
       Purchasers.


11.4   Should subsequent investigations and designs indicate that a Site
       at the sole discretion of the Seller is unsuitable, for whatever
       reason to be developed, then the Seller shall have the right to
       select an alternative Site from the area of the Common Property
       and to apply to the relevant authorities for the subdivision of such
                                                                                   1
                                                                                   0
             site from the Common Property provided that the unsuitable Site be
             consolidated to form part of the Common Property and that no such
             new Site shall be located within two hundred meters of an existing
             Site that has been sold.


      11.5   The Seller undertakes to ensure that all reasonable measures are
             taken to limit the interference and inconvenience caused by
             building, construction and related operations to the Purchaser.


      11.6   The Seller warrants that a minimum level of infrastructure and
             services, being a rudimentary access road, high voltage electricity
             to the boundary of the Site and water will be provided as part of the
             purchase price.


12.   VOETSTOOTS


      12.1   The property is sold voetstoots including soil and environmental
             conditions and is sold and will be transferred subject to all the
             conditions and servitudes mentioned or referred to in the Seller's
             title deed which may be issued hereafter, and subject to the
             conditions set out in the relevant approvals of land-use rights and
             subdivision and in this agreement.


      12.2   The Seller shall not be required to indicate the position of any of the
             beacons or pegs on the Property or any boundaries thereof other
             than those to be indicated by the land surveyor upon sub-division
             survey.


13.   BREACH
                                                                               1
                                                                               1
13.1   Should the Purchaser be provisionally or finally sequestrated or
       liquidated or placed under judicial management prior to the
       registration date or should the Purchaser at any time commit a
       breach of any provision of this agreement and should he fail to
       remedy such breach within 14 (fourteen) days of the date of receipt
       of written notice from the Seller calling upon him to do so, the Seller
       shall have the right, without prejudice to any other rights available
       in law:


       13.1.1 to cancel this agreement by written notice to the Purchaser.
                 In the event of cancellation and on such date of cancellation:


                 13.1.1.1 the Purchaser shall deliver ownership, possession
                           and occupation of the Property and any
                           improvements thereon to the Seller at the
                           Purchaser's expense;


                 13.1.1.2 the Purchaser shall have no claim for
                           compensation for any improvements on the
                           Property, which improvements shall vest in the
                           Seller;


                 13.1.1.3 any amounts paid by the Purchaser shall be
                           retained as rouwkoop for the Seller's pre-
                           estimated and/or liquidated damages, or
                           alternatively the Seller may institute action against
                           the Purchaser for recovery of the actual damages
                           suffered by the Seller and to retain all payments
                           received in terms of the agreement pending
                           determination of such actual damages.
                                                                                  1
                                                                                  2


             13.1.2 to claim immediate specific performance in accordance with
                    the terms of the agreement including payment of all amounts
                    payable in terms of this agreement, whether or not such
                    amounts are then due for payment, together with any
                    damages suffered by the Seller in consequence of the
                    Purchaser's default.




      13.2   Any damages claimed under this paragraph shall be limited to
             actual damages suffered and costs calculated as on a scale
             between an attorney and own client.


14.   JURISDICTION


      For the purpose of all or any proceedings arising from this agreement the
      parties consent to the jurisdiction of the Magistrate's Court otherwise
      having jurisdiction under section 28 of the Magistrate's Court Act of 1944
      as amended, notwithstanding that such proceedings are otherwise beyond
      its jurisdiction. This clause shall be deemed to constitute the written
      consent, conferring jurisdiction upon the said court pursuant to section 45
      of the said Act. Notwithstanding the aforegoing the Seller shall have the
      right at his option and discretion to institute proceedings in any other
      competent court, which might otherwise have jurisdiction.


15.   DOMICILIUM


      15.1   The Seller and the Purchaser hereby record the street addresses
             on page 1 of this Agreement as their addresses in the Republic
             which they select as their respective domicilia citandi et executandi
             for the service of any notice or demand.
                                                                                  1
                                                                                  3


     15.2   Notice of a change of address stated in paragraph 15.1 shall be
            given in writing and shall be delivered or sent by prepaid registered
            post by one party to the other. All notices in terms of this
            Agreement delivered or sent by prepaid registered post by any
            party to the other shall be deemed to have been received at the
            time of delivery or on the fifth business day following the date of
            registered posting, as the case may be.


16. SEVERABILITY


     16.1   In the event that any of the clauses of this agreement are found to
            be invalid, unlawful or unenforceable, such clause (s) will be
            severable from the remaining clauses of this agreement, which will
            continue to be valid and enforceable.


     16.2   If any invalid clause is capable of amendment to render it valid and
            enforceable to achieve the same objective as the invalid clause, the
            parties agree to negotiate an amendment to remove the invalidity.


17. VARIATION AND EXTENSION


     17.1   This agreement constitutes the whole agreement between the
            parties and no warranties, representations or other terms and
            conditions of whatsoever nature not expressly recorded herein,
            shall be of any force or effect. This agreement supersedes any
            previous agreements which may exist between the parties whether
            oral or in writing.


     17.2   No addition or variation of the terms and conditions of this
            agreement or consensual cancellation of this Agreement or any
                                                                                    1
                                                                                    4
             provision or term thereof and no extension of time, waiver or
             relaxation or suspension of any of the provisions or terms of this
             Agreement shall be binding, unless recorded in writing and signed
             by both parties.


      17.3   Any latitude or extension of time which may be allowed by either
             party to this agreement in respect of any obligation of the other
             party provided for herein or any matter or thing which the other
             party is bound to perform or observe in terms hereof shall not in
             any circumstances be deemed to be a waiver of the aggrieved
             party's rights at any time to require strict and punctual compliance
             with each and every provision or term hereof.

18.   INDEMNITY


      The Seller or the Association shall not be responsible for any loss or
      damage which the Purchaser, his servant, employees, agents or invitees
      may suffer, arising out of the use of the Property or the Estate, and the
      Purchaser hereby indemnifies the Seller or the Association against any
      claim arising from the aforegoing.


19.   COMPANY / CLOSE CORPORATION / TRUST


      If the Purchaser is not a natural person or nominated third party as a
      purchaser under this Agreement, each person signing this Agreement on
      behalf of the Purchaser hereby binds himself as surety and co-principal
      debtor to the Seller for the due and proper fulfillment of all the obligations
      of and for the punctual payment of all sums which are or may become due
      by the Purchaser in terms of or in connection with or arising in any way
      whatsoever out of this Agreement or any amendment or cancellation
                                                                                  1
                                                                                  5
      hereof under renunciation of the benefits excussion, division and cession
      of action.


      If any signatory to this Agreement acts as agent for a trust or any other
      third party or reserves the right to nominate a third party as the purchaser
      in terms of this Agreement, the signatory shall be deemed to be the
      purchaser in the event of the signatory failing to nominate such trust or
      other third party in writing on the same day of signature of this Agreement
      and the nominee failing to duly ratify, adopt and confirm this Agreement in
      writing within the said period.


20.   ALIENATION


      The purchaser shall not alienate the property prior to the registration date
      without the seller's prior written permission, which consent may not be
      unreasonably withheld.


21.   BUILDING CONTRACT


      The Purchaser or his successor in title shall, within two years from the
      date of registration of the property in the name of the Purchaser, enter into
      a written building contract for the construction of a Lodge on the Property.


      21.1   This Lodge is to be completed to the satisfaction of the Architect
             within three years of the registration date.


      21.2   The Purchaser shall simultaneously with the signature of this
      Agreement execute the annexed Special Power of Attorney in terms
      whereof the Purchaser agrees that in the event of the Purchaser failing to
      enter into a building contract within a period of 2 (two) years and to
      complete the lodge within 3 (three) years from the registration date, the
                                                                                  1
                                                                                  6
       Seller is hereby irrevocably authorised to sell the property for and on
       behalf of the Purchaser on the terms and conditions stated in the annexed
       Special Power of Attorney.
THUS SIGNED IN THE PRESENCE OF THE BELOW WITNESSES ON THE
DATE AND THE PLACE INDICATED:


______________________________                   __________________________
DATE                                             PLACE


______________________________                   __________________________
WITNESS                                          PURCHASER


______________________________
WITNESS


______________________________                   __________________________
DATE                                             PLACE


______________________________                   __________________________
WITNESS                                          SELLER


_____________________________
WITNESS



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