The Brink - DEED OF SALE - Final

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					DEED OF SALE
   THE BRINK
                                                                                             Page 2




                                                                   CONTENTS
SCHEDULE
1.  DEFINITIONS                                                                         3
2.  SALE                                                                                4
    LIST OF ANNEXURES                                                                   4

TERMS AND CONDITIONS
3.  PRE-AMBLE                                                                           6
4.  DEFINITIONS                                                                         6
5.  PURCHASE AND SALE                                                                   7
6.  PURCHASE PRICE AND PAYMENT                                                          7
7.  INTEREST – LATE PAYMENT OR DELAY IN TRANSFER                                        8
8.  OCCUPATION & POSSESSION                                                             9
9.  LEVIES PAYABLE DIRECT TO LOCAL AUTHORITY                                            9
10. SERVICE CONNECTION FEES                                                             9
11. RISK                                                                                9
12 VOETSTOOTS                                                                           9
13. POSITION AND EXTENT OF PROPERTY                                                     10
14. CONDITION OF PROPERTY                                                               10
15. SURVEYOR'S PEGS                                                                     10
16. NO IMPROVEMENTS PRIOR TO TRANSFER                                                   11
17. TRANSFER                                                                            11
18. BROKERAGE                                                                           11
19. BREACH BY PURCHASER                                                                 11
20. DOMICILIA AND NOTICES                                                               12
21. TRANSFER COST                                                                       12
22. GENERAL                                                                             12
23. SELLER'S RIGHT OF ACCESS                                                            13
24. SEVERABILITY                                                                        13
25. NATURE OF TOWNSHIP                                                                  13
26. BOREHOLES                                                                           16
27. JOINT PURCHASERS                                                                    16
28. CO-OPERATION                                                                        16
29. JURISDICTION                                                                        16
30. OFFER                                                                               16
31. COMPANY, CLOSE CORPORATION TO BE FORMED                                             17
32. COMPANY, CLOSE CORPORATION, TRUST – FORMED                                          17
33. NOMINATION                                                                          17
34. CANCELLATION OF EXISTING SERVITUDE                                                  18




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                                                  SCHEDULE
1.      DEFINITIONS
        Unless inconsistent with the context, words and phrases shall have the meanings set out as
        follows:-
1.1      Seller:           THE BRINK DEVELOPMENT (PTY) LTD t/a The Brink
                           Registration Number: 1996/001863/07
                           Herein represented by MARGARET ANNE SHANKLAND in her capacity as
                          chief executive officer
                          Address:               c/o Millers Inc, Beacon House, 123 Meade St, George
                          Telephone:             (044) 874-1140
                          Telefax:               (044) 873-4848
                          E-mail:                trevor@millers.co.za
                           Ref:                  T. Snyman


1.2      Purchaser(s)

        Name:

         (If Entity: Herein Represented by:)                                                   (Duly Authorised)

        ID / Reg. No.:

        Marital Status                                                                       ANC        C of P

        Address



        Telephone          (w)                                        (h)

        Cell No.

        Fax

        Email




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1.3     Property:
        Stand No                         being Erf                  _________, situate on ERF 1550, HEROLDS BAY
        Measuring:_______________________ square meters


1.4      Purchase Price:                                             Deposit (10%)                  R
                                                                    (Payable within 7 days of signature)
                                                                    Balance                         R
                                                                    (Payable on Transfer)
                                                                    Total                           R
                                                                    (Inc. of VAT)                   ======================


1.5      Loan Amount:                                                                               R


1.6      Name of Lending Institution:                     ________________________________________________


1.7     Date of approval of loan:                  Within 14 (Fourteen) business days of signature hereof;


1.8      Occupation Date:               Date of registration of transfer into name of Purchaser;


1.9      Selling Agent:              ___________________________________________________


1.10 Seller's Attorneys:                Millers Inc., Beacon House, 123 Meade Street, GEORGE.
                                        Ref: Trevor Snyman                              Tel: (044) 874 1140
                                        (Note that the Attorneys are on the panels of ABSA, FNB, Nedbank, Standard
                                        Bank, Investeq)
1.11 Seller’s Architects: Africa Consulting Architects, 167 Bree St, CAPE TOWN
                                        Ref: Jannie Laubser                             Tel: (021) 426 2688




2.      SALE

        The Seller hereby sells and the Purchaser hereby purchases the Property subject to the
        Terms and Conditions of Sale hereunder (pages 6 to18) together with the Annexures A
        through D:
                       Annexure A                       Layout Plan of The Brink – Erf 1550 Herold's Bay
                       Annexure B                       The Brink Home Owners Constitution



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                       Annexure C                       The Brink Estate Rules
                       Annexure D                       Architectural Guideline

        The parties record that Annexures “B” to “D’” have been presented to the Purchaser in
        Compact Disc (CD) format, and have been accepted by the Purchaser. The parties further
        agree that the said Annexures in CD format shall form an integral part of this Agrement, and
        shall at all times be regarded as a material part hereof. The parties further record that all of
        the       Annexures            are       available         on       the         website   of   the   development,   being
        www.thebrink.co.za/downloads.



SIGNED at                                                           on the _____ day of                                2007.

AS WITNESSES :


1.
                                                                                             PURCHASER


2.
                                                                                             SPOUSE



SIGNED at                                                            on the _____ day of                               2007.

AS WITNESSES :


1.



2.
                                                                                             FOR: SELLER




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                      TERMS and CONDITIONS
3.      PRE-AMBLE

3.1     It is recorded that The Brink Development (Proprietary) Limited is the registered owner of Erf 1550,
        Herolds Bay.
3.2     The Brink Development (Proprietary) Limited has received approval to rezone Erf 1550, Herolds Bay
        and to establish a township on the land to be known as The Brink, or such other name as may be
        determined.


4.      DEFINITIONS

4.1     Unless the context clearly indicates otherwise, the following words, names or expressions shall have
        the following meanings in this document:
        4.1.1        “Business day”                                 is any day other than a Saturday, Sunday or Public
                                                                    Holiday;
        4.1.2       “Conditions of
                    Establishment"                                  are the conditions relating to the establishment of the
                                                                    township, to be developed on Farm 358, George, which are
                                                                    to be issued by the local authority;
        4.1.3        "Director"                                     is the term used as a convenient reference to the Chief
                                                                    Executive Officer, Department of Development Planning
                                                                    and Local Government, Western Cape Province;
        4.1.4       “Homeowners Association” means The Brink Homeowners Association;
        4.1.5       "Local authority"                               is the George Municipality;
        4.1.6        "Occupation date"                              is the date upon which the property is registered in the
                                                                    name of the purchaser, from which date the right to occupy
                                                                    and possess the property, as contemplated in clause 7
                                                                    hereof, will vest in the purchaser. Every reference in this
                                                                    agreement to the "occupation date" will be a reference to
                                                                    the said date whether or not the purchaser actually takes
                                                                    occupation of the property on that date;
        4.1.7        "Ordinance"                                    is the Land Use Planning Ordinance (Cape Province)
                                                                    No.15 of 1985 (as amended from time to time);
        4.1.8        “Property”                                     is the Property being sold in terms of this Agreement and
                                                                    as set out in clause 1.3 of the Schedule;




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        4.1.9        "Purchaser"                                    is the party indicated as such in clause 1.2 of the Schedule;
        4.1.10       "Registrar of Deeds"                           is the Registrar of Deeds, Cape Town and the "Deeds
                                                                    Office" is the Deeds Office in respect of which the said
                                                                    Registrar of Deeds has jurisdiction;
        4.1.11       "Seller"                                       is the party indicated as such in clause 1.1 of the Schedule;
        4.1.12       "Town" or "Township"                           is the township developed on Erf 1550, Herolds Bay as will
                                                                    more fully appear from the attached Layout Plan marked
                                                                    Annexure “A” to this Agreement;
        4.1.13       "Transfer"                                     means registration of transfer of the property in the
                                                                    purchaser's name.
4.2     In this Agreement, words importing the singular shall include the plural and vice versa, words
        importing the masculine gender shall include females and words importing persons shall include
        partnerships and bodies corporate and vice versa.
4.3     The head notes to the paragraphs to this Agreement are inserted for reference purposes only and
        shall not affect the interpretation of any of the provisions to which they relate.
4.4     This Agreement shall be binding on the estates, heirs, executors, administrators, liquidators, trustees
        or assigns of the parties as fully and effectually as if they had signed this Agreement in the first
        instance and reference to any party shall be deemed to include such party's estate, heirs, executors,
        administrators, trustees, assigns or liquidators, as the case may be.
4.5     If any provision in a definition in this Agreement is a substantive provision conferring rights or
        imposing obligations on any parties, notwithstanding that it is only in the definition (interpretation)
        clause of this Agreement, effect shall be given to it as if it were a substantive provision in the body of
        the Agreement.
4.6     The Schedule and the annexures hereto are deemed to be incorporated in and form part of this
        Agreement.
4.7     Words or expressions defined in the Act shall have the meanings therein defined.


5.      PURCHASE AND SALE

        The Seller hereby sells the Property to the Purchaser, who purchases it, subject to:
5.1     the provisions contained or referred to in this document;
5.2     the conditions of title contained in the title deed/s of the township land referred to in clause 1.3, duly
        amended in terms of any relevant provision of the conditions of establishment; and
5.3     the provisions of the existing town planning scheme.


6.      PURCHASE PRICE & PAYMENT

6.1     The purchase price of the property is the amount stipulated in clause 1.4 of the Schedule.




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6.2     The deposit is payable in cash on or before the date entered in clause 1.4 to the Seller's attorneys
        and will be invested in an interest bearing Client Trust account, which interest will accrue to the
        Purchaser. The deposit will be paid to the Seller on registration of transfer.
6.3     If the Purchaser intends to borrow all or part of the Balance of the Purchase Price,
        6.3.1        the Purchaser shall within 14 (Fourteen) business days of signature of the Agreement of
                     Sale, provide the Seller's attorneys with satisfactory evidence of approval of a mortgage or
                     commercial loan from a South African bank for the full amount to be borrowed as set out in
                     clause 1.5 of the Schedule; and
        6.3.2        The Purchaser shall subsequently provide the Seller's attorneys with an irrevocable
                     guarantee for payment of the loan amount of the Purchase Price issued by a registered
                     South African financial institution and in terms acceptable to the Seller's Attorneys not less
                     than 60 (sixty) days prior to the date of registration of transfer.
6.4     It is recorded that the provisions of clause 6.3 hereof constitutes a suspensive condition in favour of
        the Purchaser, and that should it not be fulfilled or waived in the time limit set out therein, then this
        Agreement shall ab initio be null and void.
6.5     If the Purchaser intends to pay part or all of the balance of the Purchase Price in cash, the Purchaser
        shall provide the Seller’s attorneys with an irrevocable guarantee for payment of the cash balance of
        the Purchase Price within 14 (Fourteen) days of signature of this Agreement, issued by a registered
        South African financial institution and in terms acceptable to the Seller’s attorneys.
6.6     It is recorded that the Purchase Price is inclusive of VAT at 14%. In the event of there being any
        variation in the rate of VAT payable by the Seller, the Purchase Price shall increase or decrease
        accordingly.
6.7     All or any payments towards the Purchase price and related costs shall be effected by the Purchaser
        to the Seller's attorneys free of exchange without deduction or set-off.
6.8     This agreement constitutes the necessary authority by the Purchaser to the Seller's Attorneys to
        invest any and all amount s received by the Seller's Attorneys on account of the purchase price in a
        Client Trust account in accordance with the provisions of the Attorneys Act.


7.      INTEREST – LATE PAYMENT OR DELAY IN TRANSFER

7.1     Without prejudice to, but in addition to any other rights which the Seller then may have, the Seller will
        be entitled to payment of interest by the Purchaser on all amounts due in terms of this Agreement, but
        which are in arrear. Such interest will be calculated at a rate equal to the prime rate of interest
        charged from time to time by Standard Bank of South Africa Limited on unsecured overdrafts to its
        most favoured customers, plus 2% (two percent). A certificate signed by any manager of any branch
        of the said bank will be prima facie evidence of the said interest rate and the person purporting to
        issue the certificate will not have to prove his office as such. The purpose of this clause is not to give
        the Purchaser a right to postpone any payment.




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7.2     Should the transfer be delayed by the Purchaser's fault then without prejudice to the Seller’s other
        rights, the Seller will be entitled to payment of interest on the unpaid portion of the purchase price at
        the rate stipulated in clause 7.1 for the period of the delay. The purpose of this clause is not to give
        the Purchaser a right to delay the transfer.


8.      OCCUPATION & POSSESSION

        The right to occupy and possess the property will pass to the Purchaser on the occupation date
        defined in clause 1.8 above.


9.      LEVIES PAYABLE DIRECT TO LOCAL AUTHORITY

9.1     As from the date of transfer the Purchaser will become liable for payment of municipal rates and taxes
        and all other amounts which may be levied directly on owners by the Local or any other competent
        Authority in respect of the Property; provided that if the transfer is delayed due to the Purchaser's
        fault, the Purchaser's liability to pay the said amounts shall arise on the date on which the transfer
        would have been registered but for the delay caused by the Purchaser.
9.2     The Purchaser shall pay the said levies directly to the Local or other Authority making the levy.
9.3     Should any new levy or form of taxation be imposed in respect of the Property by the Local Authority
        or any other competent authority after the date of this Agreement, the Purchaser shall likewise be
        liable for the payment thereof from the transfer date, which payment will be made direct to the
        relevant Local or other Authority. The Purchaser shall be liable for payment of any Value Added Tax
        which may be levied in respect of any of the said amounts which the Purchaser is liable to pay.


10. SERVICE CONNECTION FEES

        The Purchaser is obliged to pay all amounts (plus Value Added Tax thereon) which are or may
        become payable in order to procure the connection of the improvements to be erected on the
        Property to the services (such as, but not limited to water, electricity, sewerage, telephone and the
        like) supplied by the Local or any other Authority at the nearest supply point to the Property.


11. RISK

        The risk of profit and loss relating to the property will vest in the purchaser as from the date of
        transfer.


12. VOETSTOOTS

        The property is sold voetstoots and the seller is not liable for any latent defects in or relating to it or for
        any loss caused directly or indirectly by such defects.




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13. POSITION AND EXTENT OF THE PROPERTY

13.1 The Seller records that the shape and the position and/or extent of the properties are indicated on the
        draft Layout Plan, attached hereto and marked “A”.
13.2 If on a resurvey of the properties their precise shape, position or extent differs from that indicated on
        the said general plans, the Purchaser will not be entitled by virtue thereof to cancel this agreement or
        to claim any amount of money from the Seller, whether by way of a reduction in purchase price or as
        damages or otherwise, provided that such variation shall not exceed 5% (five per centum) of the
        extent set out in clause 1.3 above.


14. CONDITION OF THE PROPERTY

14.1 The Property is sold in its present condition provided the Seller will not be liable for any change in the
        Property's condition which may occur or be caused after the date of this Agreement, whether due to
        normal wear and tear or to erosion, climatic conditions or otherwise.
14.2 The parties agree that the Seller will not be liable for any damage caused to the Property due to the
        installation of the normal infrastructural services such as roads, kerb stones, sewerage works,
        electricity, water provisions, storm water drainage and the like. The Purchaser accepts that the said
        activities will give rise to a certain degree of damage to the land and vegetation even if any
        infrastructural service is not placed or conducted directly over or under the property hereby sold.
14.3 As from the occupation date, the Purchaser is obliged at his own expense to keep the property neat
        and free of rubbish and excessive weeds and similar vegetation. The Seller may enforce this
        obligation against the Purchaser. The Purchaser will be liable at its own expense to remove any
        building rubble or similar material which may at any time (even before the occupation date) be
        dumped on the property. Furthermore, from the Occupation Date the Purchaser is obliged at his own
        expense to comply with all provisions of the Local or any other competent Authority which relate to
        the condition or neatness of the Property, whether such provisions exists now or may be imposed
        hereafter. The Purchaser may not effect any improvements to or alter the nature of the Property prior
        to transfer.
14.4 The relevant provisions of clause 14.1 and 14.2 are stipulations in favour of The Brink Home Owner's
        Association.


15. SURVEYOR’S PEGS

        The Purchaser acknowledges that the Seller has pointed out the surveyor's pegs which constitute the
        corners of the Property to the Purchaser and agrees that the Seller will not be liable to do so again.




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16. NO IMPROVEMENTS PRIOR TO TRANSFER

        Prior to the date of transfer the Purchaser shall not, without the Seller's prior written consent, be
        entitled to erect any building or other structure on the Property whether or not such building or other
        structure is of a permanent nature, nor will the Purchaser be entitled to dig foundations or otherwise
        prepare the Property for building. The Seller will not be entitled to unreasonably withhold its consent
        to such a request by the Purchaser but in granting any consent reasonably sought, will be entitled to
        grant it subject to such reasonable provisions as the Seller may in its discretion deem fit.


17. TRANSFER

17.1 The Seller's Attorneys will attend to the registration of transfer of ownership of the Property in the
        Purchaser's name. The said registration will be attended to as soon as the full Purchase Price has
        been paid or a bankers' guarantee has been furnished for the full Purchase Price or balance thereof
        and the transfer costs and all other amounts due by the Purchaser in terms of this Agreement, have
        been paid.
17.2 By not later than 7 (seven) days after being requested to do so by the Seller's attorneys, the
        Purchaser is obliged to sign all documents required to effect registration of transfer of ownership of
        the Property into his name.


18. BROKERAGE

         The parties hereto acknowledge that the Selling Agent was the effective cause of this sale and the
         Purchaser warrants that he was not introduced to the Property by any other agent. The Seller shall be
         liable to pay any and all brokerage due to the Selling Agent.


19. BREACH BY PURCHASER

19.1 If the Purchaser is in breach of this agreement, the Seller shall serve notice in writing permitting the
         Purchaser 7 (Seven) business days to make good the breach failing which the Seller shall thereafter
         be entitled, but not obliged, without prejudice to any other rights or remedies which the Seller may
         have in law, including the right to claim damages:
         19.1.1        To hold the Purchaser bound to this agreement, and to enforce performance of the
                       obligations of the Purchaser; or
         19.1.2       To cancel this agreement forthwith and to receive and retain the Deposit and Interest
                      accrued which the Purchaser shall forfeit on account of liquidated damages in the
                      said deposit;
19.2 Should the Seller take steps against the Purchaser pursuant to a breach by the Purchaser, then
         without prejudice to any other rights that the Seller may have, the Seller shall be entitled to recover
         from the Purchaser:




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         19.2.1        all legal costs incurred by it including attorney and own client charges, tracing fees
                       and such collection commission as the Seller is obliged to pay to its attorneys;
         19.2.2        interest on all amounts outstanding from time to time under the Sale Agreement at a
                       rate equal to 3% (three per centum) above the prime rate. In the event that interest
                       is payable, all amounts paid by the Purchaser to the Seller shall be allocated firstly to
                       interest and thereafter to the principal amounts due;


20. DOMICILIA AND NOTICES

20.1 The Parties hereby choose domicilia citandi et executandi for all purposes under this agreement at their
         respective addresses entered in clause 1 hereof;
20.2 Any notice to any Party shall be addressed to it at its domicilium and sent by registered post,
         delivered by hand or transmitted by fax.
20.3 A notice, which is sent by registered post in a correctly addressed envelope to the address specified
         above, will be deemed to have been received (unless the contrary is proved) within 7 (Seven) days
         from the date it was posted.
20.4 A notice delivered by hand to a responsible person during ordinary business hours at the above
         address, will be deemed to have been received on the day of delivery, failing which it will be deemed
         to have been received on the first following business day;
20.5 A fax sent to the specified fax number will be deemed, unless the contrary is proved, to have been
         received within 4 (four) hours of transmission if it is transmitted during normal business hours or by
         no later than 13h00 on the first business day after it is transmitted if it is transmitted outside normal
         business hours.


21. TRANSFER COSTS

        The Purchaser shall pay the costs of the Seller's Attorneys of and incidental to the registration of
         transfer and disbursements necessary to effect registration together with the applicable Value Added
         Tax thereon forthwith upon being called upon to do so by the Seller's Attorneys.


22. GENERAL

22.1 Whole agreement
        This document contains the whole agreement between the parties and there are no prior or parallel
        agreements between them.


22.2 Warranties and/or Representations
        No warranty has been given or representation made by or on behalf of the Seller which induced the
        Purchaser to enter into this Agreement. It is specifically agreed that no representation, made by any




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        estate agent in respect of the property or any other aspect of this Agreement will be binding on the
        Seller.


22.3 Writing
        No alteration, addition, deletion or consensual cancellation of or to this Agreement nor the waiver of
        any right will be of any force unless reduced to writing and signed by the Seller and the Purchaser.


22.4 Indulgence
        No indulgence granted by the Seller in respect of the performance by the Purchaser of any obligation
        undertaken in terms of this Agreement will novate the Agreement or prejudice the Seller's rights in
        any manner.


23. SELLER’S RIGHT OF ACCESS

        The Seller and/or its authorised agent(s) and/or contractors shall at all times have the right to enter
        upon the Property for the purpose of inspection and to conduct such work and to make such
        excavations and to temporarily deposit such material as the Seller may determine or require for all
        purposes in connection with the installation of services or otherwise.


24. SEVERABILITY

        Every paragraph and every clause contained in this document is severable from every other
        paragraph and/or clause and should any paragraph or clause (or part hereof) be void or voidable it
        will be regarded as pro non scripto and the rest of the agreement will remain of force.


25. NATURE OF TOWNSHIP
25.1 It is recorded that the Property is zoned as residential. The Purchaser agrees not to apply for the
        subdivision of the property or its rezoning or to obtain consent use from the Local Authority.

25.2 Homeowners Association (called the HOA in this clause)
        25.2.1        The Purchaser acknowledges that he is aware that upon registration of the Property into its
                      name, he will automatically become a member of The Brink Homeowners’ Association
                      (hereinafter referred to as the “Homeowners’ Association”) and be bound to the provisions
                      of the Constitution of the Homeowners’ Association, including any amendments and/or
                      additions thereto and/or any new Constitution in substitution thereof, and any rules made in
                      terms thereof.
        25.2.2        The Purchaser acknowledges that it has received from the Seller a copy of the current
                      Constitution of the Homeowners’ Association and, for the benefit of the said Homeowners’
                      Association, agrees to be bound thereby from the date of its occupation of the Property.



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        25.2.3        The Seller shall be entitled to procure that, in addition to all other conditions of title, the
                      following conditions of title are inserted in the title deed in terms of which the Purchaser
                      shall hold the Property after registration of transfer of the Property into the name of the
                      Purchaser :
                      (i) “Every owner of the Property, or owner of any subdivision thereof, or owner of any unit
                           thereon shall automatically become and shall remain a member of The Brink
                           Homeowners’ Association (“the Homeowners’ Association”) and be subject to its
                           Constitution until he ceases to be an owner as aforesaid.
                           Neither the Property, nor any subdivision thereof, nor any unit thereon, shall be
                           transferred to any person who has not bound himself to the satisfaction of the
                           Homeowners’ Association to become a member of the Homeowners’ Association.
                           The owner of the Property, or owner of any subdivision thereof, or any unit thereon, shall
                           not be entitled to transfer the Property or any subdivision thereof, or any interest therein,
                           or any unit thereon, without a clearance certificate from the Homeowners’ Association
                           that the provisions of the Constitution of the Homeowners’ Association have been
                           complied with          and      that      the Transferee has bound himself to the satisfaction of the
                           Homeowners' Association to become a member of the Homeowners' Association.
                           For purposes of the aforegoing any reference to “owner” shall also include a
                           homeowners’ association or a body corporate which may come into being in the case of
                           a subdivision of the Property or the opening of a sectional title register in respect of the
                           Property, as the case may be.”
                      (ii) The Seller, and it's shareholders, shall retain the right of habitatio in respect of the two
                           dwellings situated at the beach (Dollieskraal) and at Sandgate, respectively, and this
                           right of habitatio can be registered against the title deed in respect of the remainder of
                           the property at the election of the Seller.                  In respect of this right of habitation the
                           following provisions will apply:

                          (a) The Seller shall be responsible for the maintenance and upkeep of the road leading
                               down to the respective dwellings and the Homeowners' Association will not be
                               obliged to contribute to this maintenance and upkeep in any manner whatsoever;

                          (b) A right of way will be registered in favour of the Seller and it's shareholders and will
                                be registered against the title deed of the remainder of the property at the election of
                                the Seller;

                          (c) Neither the Homeowners' Association, nor any of it's members, shall have any right
                                of access by vehicle and is it specifically provided that only the Seller and it's
                                shareholders shall have the right of vehicular access along the servitude and right of
                                way to be registered;




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                          (d) The Homeowners' Association and it's members will however have a right of
                                pedestrian access to the beach and Sandgate.

                          (e) The Homeowners' Association and it's members consent to a closure of the ring road
                               by way of bollards on either side of Erf 1539 and Erf 1540 Herolds Bay as indicated
                               on the development plan.

                               The rights in favour of the Seller, and/or the Homeowners' Association and it's
                               members, as set out in this paragraph are entrenched and may not, notwithstanding
                               any provisions to the contrary, be amended, deleted or substituted."

        25.2.4.       No improvement of any nature may be effected on the erf without the prior written approval
                      of the Association or its nominee and any building plans in respect of any improvement to
                      be erected on the erf shall be subject to the prior written approval of the Association or its
                      nominee. Such approval will be required without limitation for all external finishes including
                      materials and colours for all walls, roofs and windows.
        25.2.5        The member undertakes to commence with the erection of buildings on the property to the
                      reasonable satisfaction of the Association within 4 (four) years of registration of the property
                      into his name or within such extended period as the Association at its sole discretion may
                      allow in writing, failing which the Association shall be entitled (but not obliged) to claim that
                      the property be retransferred to the Association at the cost of the member against payment
                      by the Association of the original purchase price to the member, without interest.          The
                      buildings shall be completed within 12 (twelve) months of commencement.
        25.2.6        In the event of a property being retransferred to the Association in terms of clause 25.2.5
                      and/or the title deed of the property, the property so retransferred shall be sold by the
                      Association by way of a public auction, which auction shall be advertised in an Afrikaans
                      and English newspaper which circulates in the George area and the size of the
                      advertisement shall not be less than 100mm x 120mm. The auction sale shall also be
                      advertised in the newsletter circulated within The Brink.
        25.2.7        The purchaser who acquires a property from the Association in terms of an auction referred
                      to in clause 25.2.3 above must commence with and complete all building operations within
                      a period of 1 year of registration of transfer into the name of the purchaser.
        25.2.8        Should the purchaser who acquires a property in terms of clause 25.2.3 above not
                      commence with and complete all building operations to the satisfaction of the Association
                      within 1 year of registration of transfer of the property into the purchaser’s name, the
                      Association shall claim that the property be retransferred to the Association at half of the
                      purchase price paid for the property so purchased on auction.
        25.2.9        In the event of the Registrar of Deeds requiring the amendment of any of the above
                      conditions in any manner in order to effect registration of same, the purchaser hereby
                      agrees to such amendment.



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        25.2.10       In the event of the Registrar of Deeds requiring the title conditions set forth in clause 25.2.3
                      above to be amended in any manner in order to affect registration of same, the Purchaser
                      hereby agrees to such amendment.
        25.2.11       The Purchaser also acknowledges that it is aware that as a member of the Homeowners’
                      Association it shall with effect from the date of transfer be responsible and liable for
                      payment of a monthly levy to the Homeowners’ Association and, furthermore, that the
                      Purchaser shall upon written request reimburse the Seller in respect of the monthly levy, if
                      any, paid by the Seller to the Homeowners’ Association for any period reckoned from the
                      date of occupation.


26. BOREHOLES

        The Purchaser shall not be entitled to drill any boreholes on the properties hereby sold.


27. JOINT PURCHASERS

        Insofar as there may be more than one Purchaser of the Property sold under this Agreement of Sale,
        the liability of each of the Purchasers shall be joint and several and in solidum.


28. CO-OPERATION

        The Parties undertake to sign all such documents and to do such other things as shall be necessary
        or requisite to give proper and due effect to the terms the Sale Agreement or any matter arising
        therefrom;


29. JURISDICTION

        For the purposes of all or any proceedings hereunder the Parties consent to the jurisdiction of the
        Magistrate's Court, notwithstanding that such proceedings would otherwise be beyond the jurisdiction
        of such Court. This clause shall be deemed to constitute the required written consent conferring the
        jurisdiction upon the said Court pursuant to Section 45 of the Magistrate's Court Act of 1944 or any
        amendment or re-enactment thereof, provided that either party shall have the right in its sole option
        and discretion to institute proceedings in any other Court of competent jurisdiction.


30. OFFER

        This Agreement, once signed by the Purchaser, shall be regarded as an offer by the Purchaser and
        shall be irrevocable and open to acceptance by the Seller within a period of 30 (Thirty) days from date
        of signature by the Purchaser and shall not be capable of being withdrawn by him during the said
        period;




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                                                                                                               Page 17



31. COMPANY, CLOSE CORPORATION TO BE FORMED

31.1 In the event of the Purchaser being a Company or a Close Corporation to be formed, the signatory for
         the Purchaser shall be personally liable for all the obligations of the Purchaser as though he
         contracted in his personal capacity if:
        31.1.1        the Company or Close Corporation is not formed within 45 (forty five) days from the
                      date of signature of the Sale Agreement; and
        31.1.2        the Company or Close Corporation having been formed, fails to adopt and ratify
                      unconditionally this transaction without modification within 7 (Seven) days of date of
                      incorporation.
31.2 Upon timeous formation of the Company, Close Corporation and due and timeous ratification and
         adoption of this transaction, the said signatory shall become and be liable to the Seller as surety for
         and co-principal debtor with the Company, Close Corporation for its obligations as Purchaser under
         the terms of the Sale Agreement under renunciation of the benefits of excussion and division.


32. COMPANY, CLOSE CORPORATION, TRUST – FORMED

        In the event of the Purchaser being a Company or a Close Corporation or The Trustees for the time
         being of a Trust, the signatory for the Purchaser by his signature hereto binds himself to the Seller as
         surety and co-principal debtor in solidum for the Purchaser under renunciation of the benefits of
         excussion and division for the performance by the Purchaser of all the Purchaser's obligations in
         terms of this Agreement.


33. NOMINATION

33.1 If the Signatory reserves the right to nominate a Purchaser, he shall be entitled to nominate any third
         party to be the Purchaser provided that such nomination:
        33.1.1        is made by no later than midnight on the date of signature hereof;
        33.1.2        be made in a form of written notice and acceptance delivered to, and to the
                      satisfaction of, the Seller;
33.2 Should the Purchaser validly nominate a nominee in terms of the aforegoing then:
        33.2.1        all reference to the Purchaser in this Agreement shall be deemed to be a reference to
                      such nominee, save that there shall be no further right of nomination;
        33.2.2        all rights of the original Purchaser (the signatory to this Agreement as Purchaser) in
                      and to the deposit and all other monies paid in terms hereof shall be deemed to be
                      ceded to the nominee;
        33.2.3        the original Purchaser shall be liable in solidum with the Purchaser (his nominee) as
                      surety and co-principal debtor, under renunciation of the benefits of excussion and
                      division, for all the obligations of the Purchaser (the nominee) to the Seller arising out
                      of or in connection with this Agreement.




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33.3 Should the Purchaser fail to nominate a Purchaser within the permitted time, he shall not thereafter
         be entitled to nominate a Purchaser but shall thereafter be bound to perform all the obligations of the
         Purchaser.


34. CANCELLATION OF EXISTING SERVITUDE

         The Seller records that Erf 1550 Herolds Bay is currently subject to a Servitude Right of Way, 9,45
         meters wide in favour of certain property registered in name of Oubaai Golf Estate (Pty) Ltd,
         registered under No K243/2003S in the Deeds Office at Cape Town, and that this servitude may be
         cancelled in future and substituted with another servitude of similar nature, also in favour of Oubaai
         Golf Estate (Pty) Ltd.
         The Seller however warrants that the said re-negotiated Servitude Right of Way in favour of Oubaai
         Golf Estate (Pty) Ltd shall in no way whatsoever adversely affect the rights of the Purchaser or the
         Property hereby purchased.




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                                                                                        Annexure "A"

                                                              DEVELOPMENT PLAN



                                                         General Plan No 242/2006
                                                   In respect of Erf 1550 HEROLDS BAY




TS / cs / Ontwikkelings / The Brink - Deed of Sale / Amended Final Draft / 30.05.2007

				
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