AGREEMENT OF SALE - DOC

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					                                        AGREEMENT OF SALE


1.   PREAMBLE

     Cyber Ads has acquired the property and wishes to develop same as a mixed use, wildlife and
     equestrian residential estate to be known as Riverview Waterfront Estate                  .

     Cyber Ads has embarked upon the requisite negotiation, planning and approval processes with inter
     alia Ndlambe and the Department in order to obtain the requisite approvals for the scheme.

     The Purchaser wishes to purchase the plot in the scheme and this Agreement is designed to regulate the
     relationship between the Seller and Purchaser, incorporating the salient points of the relationship
     between the Purchaser and the Owners Association to be established in respect of the Scheme.

2.   DEFINITIONS

     In this agreement the following shall have the corresponding meanings:

     2.1     Ndlambe                    The Ndlambe Municipality or its successor

     2.2     Cyber Ads                  Cyber Ads (Proprietary) Limited, Registration No. 2002/020918/07

     2.3     The Property:              Portion 1 of Erf 4758 and the Remainder of Erf 4758 Port Alfred,
                                        Divison of Bathurst, Eastern Cape Province; in Extent:
                                        approximately 11,53 Hectares, as will appear from the property
                                        diagram

     2.4    Property Diagram            The diagram detailing the subdivisions of Erf 4758 Port Alfred
                                        annexed hereto marked “A”

     2.5    Department                  The Department of Economic Affairs Environment and Tourism of
                                        the Province of the Eastern Cape

     2.6    Kowie                       The Kowie River

     2.7    Conveyancers                Lexicon Attorneys, corner Westbourne & Clevedon Roads, Central,
                                        P O Box 23348, Port Elizabeth 6000, telephone number 3737434,
                                        fax 3737431, e-mail: michael@lex-icon.co.za

     2.8    DRC                          Riverview Waterfront Estate Design Review Committee
                                                        -2-


     2.9     Owners Association           Riverview Waterfront Estate Owners Association

     2.10    Seller:                      Cyber Ads (Proprietary) Limited

     2.11    Purchaser:


     2.12    Layout Plan:                 the layout plan of proposed subdivisions of the property annexed
                                          hereto marked “B”.

     2.13     Plot:                       that portion of the property purchased by the Purchaser as indicated
                                          on the layout plan

     2.14     Agent:                      NO AGENT

     2.15     Scheme:                     The proposed mixed use wildlife and equestrian residential estate
                                          planned by Cyber Ads for the property, to be known as Riverview
                                          Waterfront Estate.

     2.16 Township Register               The township register to be approved by the Surveyor General and
                                          registered at the Deeds Office, substantially in accordance with the
                                          Layout Plan

3.   SALE

     The Seller hereby sells to the Purchaser plot number 43 as indicated on the layout plan in extent
     approximately 780,0 square metres. The plot number referred to in this paragraph will be replaced
     with an erf number issued by the Surveyor General in due course.

4.   PURCHASE PRICE

     The purchase price for the plot shall be the sum ……………………… inclusive of VAT and shall be
     payable by the Purchaser to the Seller in cash against registration of transfer of the plot into the name
     of the Purchaser.

5.   PAYMENT OF PURCHASE PRICE

     Payment of the purchase price to the Seller shall take place as follows:

     5.1     The sum of ………………………………………………………….. inclusive of VAT as a
             deposit on signature of this agreement by the Purchaser which shall be held in trust by the
             Conveyancers who areauthorised to invest same pending registration of transfer. Interest
             thereon shall accrue to the Purchaser. This deposit shall be non- refundable and shall be
             forfeited to the Seller in the event that the purchase of the plot does not proceed for any reason
             whatsoever other than occasioned by the breach, action or omission of the Seller. The
             Purchaser’s attention is specially drawn to the fact that this amount shall be forfeited in the
             event that the Purchaser fails to procure fulfilment of any suspensive
             conditions.

     5.2      The balance of purchase price in the amount of ………………………………………………..

              inclusive of VAT is payable against registration of transfer for which payment the Purchaser
              shall, within 21 (TWENTY ONE) days after acceptance of this offer or the fulfilment of any
              suspensive conditions, the fulfilment of which is the responsibility of the Purchaser, whichever
              is the later, furnish to the Conveyancers, a suitable Banker’s guarantee providing for payment
              of the balance of the purchase price in cash against registration of transfer into the name of the
              Purchaser.
                                                          -3-


6.   MORTGAGE BOND

     It is specifically recorded that this sale is not subject to the condition that the Purchaser is able to obtain
     a mortgage bond from a Bank, other financial institution of any other source. Should the Purchaser,
     however, procure a mortgage bond, he shall ensure that no delays of any nature whatsoever are caused
     as a result thereof. It shall be encumbent upon the Purchaser to ensure that wherever possible the
     Conveyancers are instructed by the institution concerned to register such mortgage bond.

7.   POSSESSION AND OCCUPATION

     Possession and occupation of the plot shall be given to the Purchaser by the Seller on registration of
     transfer unless the parties agree to alter such date in which event such variation shall be reduced to
     writing and signed by both parties. The Purchaser’s attention is drawn to the fact that from date of
     possession he shall be obliged to pay all rates and taxes pertaining to the property as well as all levies
     to the Owners Association. From date of possession all risk and benefits pertaining to the property
     shall pass to the Purchaser. The Purchaser acknowledges having been made aware that the plot is not
     yet legally capable of transfer into the name of the Purchaser and that there will be a considerable delay
     before this can be achieved. The Purchaser may in no way whatsoever rely upon any delays in
     registration of transfer in alleging any breach by the Seller in its obligations to provide the Purchaser
     with possession and occupation. Notwithstanding the above should registration of transfer not have
     taken place within three years of date of signature of this agreement, the Purchaser shall be entitled to
     resile from this agreement provided he has given the Seller one month’s notice to procure such
     registration of transfer, which notice shall not be given before the expiry of the said period of three
     years. In the event that the Seller is able to pass transfer to the Purchaser within the said one month
     notice period, the Purchaser shall be obliged to accept such transfer and may not resile from this
     agreement.

     In the event that the parties agree to amend date of possession to prior to registration of transfer, they
     agree that occupational interest from date of possession to date of transfer should be payable at the rate
     of 1% of the purchase price per month payable monthly in advance.

8.   REPRESENTATIONS

     The Purchaser acknowledges that he has not been induced to enter into this sale by any representations
     whatsoever made by or on behalf of the Seller.

9.   RATES, TAXES AND COSTS

     The Purchaser shall be liable for the following:

     9.1      Municipal rates and taxes with effect from date of possession;

     9.2      All costs, fees, levies, taxes and other charges relating to transfer of the plot;

     9.3      All costs pertaining to the mortgage bond referred to above;

     9.4      A contribution of R990,00 (NINE HUNDRED AND NINETY RAND) towards the costs of
              this Agreement of Sale, the Owners Association Agreement and ancillary matters relating to
              this transaction;

     9.5      A fee of R200.00 towards the costs related to compliance with the Financial Intelligence
              Centre Act;

     9.6      Value Added Tax on all of the above.

     The Purchaser shall pay these amounts immediately upon being called upon to do so by the
     Conveyancers. In the event of this transaction not proceeding for any reason other than occasioned by
     the breach, action or omission of the Seller, all amounts paid (save for rates and taxes) shall be
     forfeited in favour of the Conveyancers to the extent that the Conveyancers shall be entitled to wasted
     costs on the Attorney and Client scale.
                                                         -4-



10.   REGISTRATION OF TRANSFER

      Registration of transfer into the name of the Purchaser shall be effected by the Conveyancers as soon as
      possible but after the Purchaser has complied with the obligation imposed upon him in terms of this
      agreement.

      Should registration of transfer not have taken place, other than occasioned by breach or omission on
      behalf of the Seller, within sixty (60) days of opening of the Township Register or signature of this
      Agreement of Sale, whichever is the later, the Purchase Price shall bear interest at the rate of 2% (Two
      Percent) above the prime rate of First National Bank from time to time, until date of payment.

11.   COMMISSION

      The Purchaser warrants that is was not introduced by any Estate Agents.

12.   DESIGN REVIEW COMMITTEE

      12.1     The Purchaser acknowledges having been made aware that the Seller intends constituting a
               Design Review Committee in respect of the Scheme. The DRC will be responsible for the
               evaluation of all structures and the granting of the requisite approvals so as to enable building
               plans to be submitted to Ndlambe. The DRC will be tasked with maintaining, inter alia, visual
               aesthetics, ensuring compliance with planning criteria, material selection and general design
               standards. The DRC shall prepare a code which shall dictate all aspects of design and
               improvements on the property. The DRC shall have the right to veto any plans submitted. No
               building plans shall be submitted to Ndlambe for approval until same carry the approval of the
               DRC.

      12.2     The Purchaser acknowledges that the existence of the DRC is desirable given the context of
               the Scheme.

      12.3     The Purchaser acknowledges that he will be liable for the cost of submission of any building
               plans to the DRC in an amount not exceeding R 3750 plus VAT for an initial submission and
               liable for the sum of R 1000 plus VAT for any subsequent submission or variation. These
               amounts shall escalate at the rate of 7,5% per annum with effect from the first day of January
               in the year subsequent to the registration of the Township Register, and on the same day in
               each successive year. The Purchaser acknowledges that these fees are reasonable and
               justifiable given the context of the Scheme.

      12.4     The Purchaser acknowledges that he has been made aware that architectural guidelines
               prepared by the Seller’s architects are available for scrutiny. It is anticipated that the code to
               be prepared by the DRC will be substantially in line with the architectural guidelines as
               referred to above. The Purchaser acknowledges being aware therefore that any improvements
               to be constructed on the plot will of necessity need to be in compliance with the principles and
               content as set out in the architectural guidelines.

13.   DWELLING CONSTRUCTION

      13.1    The Purchaser shall be required to complete construction of a dwelling of a high standard
              using superior workmanship and materials in accordance with the architectural guidelines and
              code of the DRC by no later than 10 years after registration of transfer of the plot into the
              name of the Purchaser.

      13.2.    The Purchaser shall ensure construction on this plot takes place in accordance with the rules to
               be laid out in the Owners Association Constitution. The Purchaser’s attention is specifically
               drawn to the fact that the said Constitution and Rules will make provision for building site
               management stipulations and for penalties for failure to comply.

14.   TOWN PLANNING AND RELATED MATTERS
                                                        -5-


      The Purchaser acknowledges having been made aware of the following:

      14.1    It is envisaged that it is possible that Ndlambe in conjunction with the Department will impose
              restrictions and controls on, inter alia, the number and nature of dwellings to be constructed on
              the property.

      14.2    No more than one dwelling unit shall be constructed on the plot.

      14.3    The plot may well attract a Special Purposes zoning.

      14.4    Certain portions of the Scheme planned for the property may be zoned private open space.

      14.5    Building lines will be determined by the DRC. It is likely that a building line of least 10
              metres shall apply along the Kowie.

      14.6     All plots shall be subjected to a height restriction of two storeys. The DRC in its sole
              discretion may determine whether any or all plots along the Kowie shall be subject to a height
              restriction of one storey.

      14.7    No Purchaser shall be entitled to construct a boundary wall along the Kowie.

      14.8     No business activities of any nature other than the wildlife and equestrian related activities
              contemplated by the Scheme shall be permitted on the plot or the property.

      14.9    In the event that it is deemed necessary by the Seller or its professional advisors, the Seller in
              consultation with such advisors shall have the right to amend the plot boundaries to provide
              for the most appropriate layout plan. Any such amendment shall not materially alter the
              layout plan. The amendment may take into account the physical contours, potential flooding
              of the Kowie, advice of environmental consultants and any other appropriate matter relating to
              the property or the plot

      14.10   It may be necessary for stormwater pipes, channels or other infrastructure to be constructed on
              the plot. Any such installations, including the situation and width thereof, shall be at the
              discretion of Ndlambe, or the Seller or its professional advisers. It may be necessary that
              appropriate servitudes are registered against the title deed of the plot.

15.   ENVIRONMENTAL ISSUES

      The Purchaser acknowledges having been made aware of the following, the compliance with which
      shall be the responsibility of the Purchaser insofar as they pertain to the plot:

      15.1    The provisions of the Environmental Conservation Act shall at all times be complied with.

      15.2    The DRC shall be responsible for the design and approval of landscaping and vegetation on
              the property.

      15.3    Landscaping must accentuate the use of indigenous materials especially riverine bush along
              the Kowie and prevailing bushveld in the remainder of the property.

      15.4    Ground modelling must be confined to within the boundaries of the property.

      15.5    Sound environmental practices must be followed during site development and construction.
              Particular attention must be paid to waste management, poaching, fire control, soil erosion,
              run off to the Kowie, rehabilitation of disturbed areas, dust minimisation and provision of
              adequate toilet facilities.

      15.6    Any exotic invader plant material must be systematically eradicated and destroyed.

      15.7    No pets or other animals may be kept on the property or the plot until the Owners Association
              has taken a resolution to that effect and prepared rules to its satisfaction.
                                                         -6-




16.   OWNERS ASSOCIATION

      The Purchaser acknowledges having been made aware of the following:

      16.1     Cyber Ads shall ensure that the Owners Association is legally constituted.

      16.2     All owners of plots shall automatically become members of the Owners Association upon
               registration of the respective plots in their name. Any other owners of any subdivided
               portions of the property shall also become members of the Association.

      16.3     The Owners Association shall be responsible for, inter alia, the maintenance of access to the
               property, all internal roads, the stormwater, the drainage system contained within the property,
               and shall ensure proper maintenance of the wildlife and equestrian facilities.

      16.4     Any access properties, internal roads as well as private open space areas that are higher than
               15m above mean sea level shall be registered in the name of the Owners Association.

      16.5     The Owners Association shall levy sufficient monetary contributions from each and every
               member so as to enable it to properly fulfil its functions.

      16.6     The Owners Association shall be responsible for the implementation of any environmental or
               other conditions imposed by Ndlambe or the Department.

      16.7     After completion of the construction of all dwellings on all plots, the Owners Association
               shall assume control of the DRC from Cyber Ads.

17.   SUCCESSORS IN TITLE

      The Purchaser’s attention is drawn to the fact that all successors-in-title in respect of the plot shall be
      bound by all the conditions of this Agreement of Sale relating to, inter alia, design and preparation of
      building plans, dwelling construction, town planning, environmental issues and the Owners
      Association. The Purchaser shall disclose the existence of these conditions in any subsequent
      agreement of sale. The appropriate conditions will be incorporated in the Title Deeds of the property
      and any subsequent sales will be subject to, inter alia, such conditions contained in the Title Deed. All
      approvals pertaining to the property shall be binding on all successive purchasers and no party shall
      have any claim against the Sellers, Cyber Ads, Ndlambe and the Department relating to the obligation
      upon owners of plots to comply with such conditions.

18.   INCONVENIENCE

      The Purchaser’s attention is drawn to the fact that it is envisaged that the property will be developed in
      phases over a period of time. It is inevitable that construction of dwellings and other facilities will take
      place over a considerable period of time. It is an unavoidable consequence of development and
      construction that the living environment of the Purchaser will be impacted upon by, inter alia,
      construction, noise, dust, vehicles and general activity surrounding the process. The Purchaser shall
      have no claim of any nature whatsoever against the Cyber Ads or the Owners Association as a result of
      any such nuisance or inconvenience that might arise. Without in any way detracting from the fact that
      no liability shall attach to them, Cyber Ads for itself and on behalf the Owners Association undertakes
      to use its best endeavours to ensure that any nuisance or inconvenience is kept to a minimum.

19.   EXTENSION OF SCHEME

      The Purchaser’s attention is drawn to the fact that the Seller has acquired or is in the process of
      acquiring various properties adjacent to and in the vicinity of the property. It is the intention of the
      Seller to incorporate such properties into the Scheme in the event that such acquisitions are completed.
      It is therefore brought to the attention of the Purchaser that in that event the extent of the Scheme will
      be considerably larger than that as contemplated for the property. The Purchaser irrevocably consents
                                                          -7-


      to the extension of the Scheme by the addition of any or all of such additional properties as and when
      deemed fit by the Seller in its sole discretion.

20.   SERVITUDE RIGHT OF WAY

      A servitude right of way over the property in favour of the following properties :

      20.1               Erf 4768 Port Alfred
      20.2               Portion 2 of the Farm Blinkklip 392, Division of Bathurst
      20.3               Portion 1 of the Farm Blinkklip 392, Division of Bathurst

      exists by virtue of Notarial Deeds of Servitude and requisite endorsements against the Title Deeds of
      all the said properties. This servitude is 6 metres wide and runs along the Kowie over the property.
      The Seller specifically records that it is its intention to re-route the course of the said servitude right of
      way along a route to be determined by it and its professional advisors in its sole discretion. In the event
      of the extension of the Scheme as contemplated above, it is furthermore envisaged that the said
      servitude right of way may be cancelled by virtue of the consolidation of certain or all of the affected
      properties. The Purchaser specifically acknowledges that the plot hereby sold shall have no right of
      any nature of whatsoever to the servitude as it currently exists. The Purchaser irrevocably hereby
      consents to the cancellation of such servitude and if necessary to the re-routing thereof as contemplated
      above.

21.   CONDITIONS PRECEDENT

      This Agreement of Sale is subject to the following conditions :

      21.1     That the Seller at its cost obtain approval from Ndlambe to subdivide and if necessary rezone
               the property to purposes which permit the development of the property as contemplated by the
               Scheme incorporating a number of residential dwelling units acceptable to the Purchaser by no
               later than 30 June 2006.

      21.2     That the Seller obtain at its cost, if proven necessary, consent from the Department of
               Economic Affairs Environmental and Tourism to undertake the development of the Scheme as
               contemplated by no later than 30 June 2006.

      21.3     That the Seller obtain, if proven necessary, the consent of the Minister of Agriculture in terms
               of the Subdivision of Agricultural Land Act Servitude 1970 for subdivision of the property as
               per the layout plan by no later than 30 June 2006.

      21.4     That the Seller procure sales for not less than 60% of the plots as indicated on the layout plan
               by no later than 30 June 2006.

      21.5     The transfer of the property to the Seller by no later than 30 September 2006.

      These conditions are inserted for the benefit of the Seller who shall be entitled to waive reliance on one
      or more of such conditions at any time. Notice of waiver shall be given to the Conveyancers. It shall
      not be incumbent upon the Seller or the Conveyancers to give notice to the Purchaser of any such
      waiver. The Purchaser shall be entitled at any time to enquire of the Seller or the Conveyancers if any
      waiver has taken place.

      Should this agreement lapse by virtue of non-fulfilment of any of these conditions neither party shall
      have any claim upon the other and the deposit referred to in paragraph 5.1 above shall be refunded
      together with interest as earned less administration expenses to the Purchaser.

22.   BREACH

      In the event of any payment or payments in respect of the Purchase Price, occupational interest or other
      charges or payments for which the Purchaser is liable hereunder, or any obligation imposed on the
      Purchaser hereunder, remaining unpaid or unfulfilled for a period of 7 (SEVEN) days after notice in
      writing has been given by or on behalf of the Seller to the Purchaser, calling upon the Purchaser to
                                                                -8-


      make payment or fulfill such obligation, the Seller shall, at its election and without prejudice to any
      other rights which it may have in terms hereof or at law, have the right either to enforce this Agreement
      or alternatively to declare the sale cancelled. In the event of the Seller cancelling the sale as aforesaid,
      any amount or amounts paid to the Seller or the Conveyancers (including any amount paid in trust)
      shall be forfeited to and retained by the Seller as rouwkoop; alternatively, if the Seller so elects, it may
      recover any damages however incurred as a result of such cancellation (including any losses and
      expenses on a resale, whether by public auction or private treaty), in which case the amount or amounts
      paid to the Seller or the Conveyancers as aforesaid (including any amount paid in trust) will not be
      forfeited as rouwkoop but may be retained by the Seller by way of set off or partial set off against the
      damages claimed by the Seller.


23.   DOMICILIUM

      The parties choose domicilia at the following addresses:

      Seller            c/o Lexicon Attorneys, corner Westbourne and Clevedon Roads, Central, Port
                        Elizabeth

      Banking details LEX-ICON ATTORNEY TRUST ACCOUNT
                      ACCOUNT NO: 080 335 012
                      BRANCH NO:   050417
                      BANK:         STANDARD BANK
                                    RINK STREET
                                    PORT ELIZABETH

      Purchaser:        Physical address:


                        Postal address



                        Cell Phone:           ………..

                        Phone:

                        Fax:

                        E-Mail:                ..............



      Any notices required to be sent to either party in terms of the agreement shall be in writing in any of
      the formats referred to above. In the case of e-mail or fax delivery shall be deemed to have been made
      on the same day as dispatch thereof. In the event of prepaid registered post delivery shall be deemed to
      have taken place 4 (FOUR) days after date of posting.

24.   JOINT AND SEVERAL LIABILITY

      Should this agreement be signed by more than one person as Purchaser the obligations of such
      signatories shall be joint and several.

25.   COMPANY/CLOSE CORPORATION

      If this agreement is signed as Purchaser by a person purporting to act for and on behalf of a company or
      close corporation (other than a company or close corporation not yet formed), he shall be deemed to
      warrant that he is duly authorised so to sign this agreement and shall by his signature hereto bind
      himself in favour of the Seller as surety and co-principal debtor under renunciation of the benefits of
                                                        -9-


       division, excussion and cession of action, for the due performance of all the obligations of the said
       company or close corporation in terms of or arising out of this agreement or any cancellation hereof.

 26.   NOMINATION

       The Purchaser shall be entitled to nominate any third party, who is capable of taking transfer (the
       Nominee), to be the Purchaser in terms of this agreement in compliance with the requirements of the
       South African Revenue Services (SARS) relating to such nominations. The Purchaser’s attention is
       drawn to the fact that it is a requirement of SARS that such nominations be completed on the same day
       as signature of the Agreement of Sale.

       This agreement shall remain binding upon the Purchaser if the Purchaser does not nominate a Nominee
       who validly accepts such nomination within such period.

       Upon nomination and acceptance as aforementioned by the Nominee the Purchaser shall by his
       signature hereto be bound as surety for and co-principal debtor “in solidum” with such Nominee for the
       due and proper fulfilment by the Nominee of all his obligations as Purchaser in terms of the agreement
       including any obligations that may flow from the breach of any term of this agreement, the Purchaser
       hereby renouncing the benefits of all the legal exceptions available to sureties with the full effect of
       which the Purchaser acknowledges himself to be fully acquainted.

       The parties agree that pending nomination as aforementioned, or the expiry of the abovementioned
       period neither shall unlawfully resile from this agreement.

 27.   WHOLE AGREEMENT

       This agreement constitutes the whole agreement between the parties and no variations shall be valid
       unless reduced to writing and signed by both parties.

28.    SPECIAL CONDITIONS




 SIGNED by the SELLER AT                                      on this          day of


 AS WITNESSES:

 1.

 2.
                                          - 10 -




SIGNED by the PURCHASER at                     on this   day of


AS WITNESSES:

1.

2.


THE AGENTS HEREBY ACCEPT THE BENEFIT CONFERRED UPON THEM.




                                        DATE


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Description: AGREEMENT OF SALE