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RiverStone Retirement Village Agreement 1 RIVERSTONE RETIREMENT VILLAGE OFFER TO PURCHASE OF SECTIONAL TITLE UNIT AGREEMENT OF SALE SCHEDULE 1. SALE The seller hereby sells to the purchaser, who hereby purchases – 1.1 Unit No __________________________ together with following annexures: a) Schedule in terms of the Agreement of Sale – Annexure "A"; b) Specifications of the unit as set out in Annexure "B"; c) Location as set out in a site development and layout plan marked Annexure "C"; d) Kitchen layout plans marked Annexure "D"; e) Optional extras as set out in Annexure "E"; f) Schedule of services to be supplied in terms of the development. 2. INTERPRETATION In this schedule and in Annexure "A" hereto, unless inconsistent with or otherwise indicated by the context- 2.1 the following expressions shall bear the meanings assigned to them below and cognate expressions shall bear corresponding meanings - 2.1.1 "the contract" or "this contract" - this schedule and the annexures hereto which are initialled by the parties for the purposes of identification: 2.1.2 "the seller" – WHITTAKERS PLACE DEVELOPMENT (PTY) LTD 2.1.3 "the seller's address" – 26 WHITTAKERS WAY, BEDFORDVIEW _________________________________________________________ 2.1.4 "the purchaser" – _________________________________________________________ 2.1.5 "the purchaser's residential address" (not postal) ____________________________________ _________________________________________________________ 220.127.116.11 "the unit" - a section, together with its undivided share in the common property determined in accordance with the participation quota, and exclusive use as set out above (if any). 18.104.22.168 "the building" - the building and all improvements erected on the land; 22.214.171.124 "the Scheme" - the proposed scheme in respect of the building and to be named Riverstone Retirement Village or such other name as may be decided upon by the Seller; 2.1.6 "the section" - the sections as identified on the plans by the same numbers of the unit RiverStone Retirement Village 2 measuring 90 square meters; 2.1.7 "the plans" - collectively the draft sectional plans and the building plans; 2.1.8 the purchaser acknowledges that this property is not transferable at the date hereof and is inter alia subject to NHBRC approval for dwellings. 2.1.9 "the participation quota" - the percentage allocated to the section of the scheme as registered and filed in the office of the appropriate Registrar of Deeds or, in the event of such sectional plans not having been registered, a percentage expressed to four decimal places and arrived at by dividing the floor area, correct to the nearest square meter, of the section by the floor area, correct to the nearest square meter, of all sections in the building or buildings comprised in the scheme; 2.1.10 "the purchase price" is – R 598 000-00 (VAT inclusive), (amount in words) FIVE HUNDRED AND NINETY EIGHT THOUSAND RAND 2.1.11 "the deposit" payable to VAN STADEN & BOOYSEN INC. interest to accrue for the benefit of the PURCHASER 126.96.36.199 R 50 000-00 (FIFTY THOUSAND RAND) payable on date of signature hereof by the purchaser. 188.8.131.52 R________________________________ payable on ____________________________ 184.108.40.206 R________________________________ payable on ____________________________ 2.1.12 "the bond" - the first mortgage bond of R_______________________ referred to in 2.1 of Annexure "A"; 220.127.116.11 The sale is subject to the Purchaser being able to sell his property situated at _________ ___________________________________________ for a consideration of not less than R __________________ or any other lesser amount acceptable to the Purchaser, on or before _____________________. Should the Seller receive an unconditional offer prior to _____________________, he will make the details of such offer available to the Purchaser and afford the Purchaser 14 (fourteen) days from receipt of the written confirmation of the other offer, to waive any suspensive conditions contained in this agreement. Should the Purchaser fail to do so within the prescribed period of time this agreement will lapse and be of no further force or effect. 2.1.13 "the monthly levy – will consist of 2 (two) components: 18.104.22.168 a levy payable to the Parys Golf and Country Estate Homeowners Association. The rules compel Sectional Title owners to make a 25 % contribution of the levy amount payable by each residential stand in the development. This amount currently amounts to R 262-50 subject to change and amendment in terms of the Annual General Meeting of the Homeowners Association; 22.214.171.124 a levy payable to the Body Corporate of the Riverstone Retirement Village in the amount of estimated to be R 975-00, total all inclusive. 2.1.14 "occupation date" – 30 NOVEMBER 2010 for the first phase and the subsequent second phase to be advised by the Seller or the date determined in accordance with Clause 15 of Annexure "A", and subject to clause 18 of this Agreement, whichever is the later. 2.1.15 "occupational rent" – 1% (one percent) on the total purchase price (inclusive of extras) per month; RiverStone Retirement Village 3 2.1.16 "the agent" – ___________________________________________________ 2.1.17 "the agents' address" – ___________________________________________________________________________ 2.1.18 "the conveyancers" – the conveyancers are VAN STADEN & BOOYSEN INCORPORATED; 2.1.19 "the Act" - the Alienation of Land Act, 1981, and all regulations thereunder; 2.1.20 "the Sectional Titles Act" - the Sectional Titles Act, 1986, and all regulations thereunder; 2.1.21 "Body Corporate" - the body corporate as contemplated in section 36 of the Sectional Titles Act in respect of the Scheme; 2.1.22 "the Rules" - the rules referred to in Section 35 of the Sectional Titles Act, which shall include any substituting rules submitted by the seller submitting the application for the opening of the Sectional Title Register in respect of the Scheme; 2.1.23 "the due dates for guarantees" - the respective dates set out in the notices referred to in 1.1.2 and 1.2 of Annexure "A"; 2.1.24 "the architect" - the architect engaged by the seller to supervise the completion of the scheme; 2.1.25 "the managing agent" - The managing agent to be appointed by the SELLER; 2.1.26 "sectional title registration" - the registration of the sectional plans for the phase in the scheme of which the section sold hereunder forms a part. 2.1.27 "the Act" – Housing Development Schemes for Retired Persons, Act 65 of 1988, as amended and all the regulations thereunder; 2.2. Should the PURCHASER not wish to obtain a bond; 2.2.1. then the full purchase price is payable in cash or furnished by way of a bankers guarantee within 120 days from date hereof to Van Staden & Booysen Incorporated Attorneys who shall keep same (if cash deposited) in an interest bearing trust account, interest to accrue to the PURCHASER. Written proof, acceptable to the seller in its discretion, of the purchaser’s ability to pay the balance of the purchase price in cash will be required within 30 days of signature of this agreement, failing which the sale shall be deemed to be concluded on the basis referred to in clause 2 of annexure "A". 2.3 Any reference to the purchaser shall, when used in the context of the occupation and use of the section and the common property include the PURCHASER, members of his family his invitees, servants, employees, tenants and agents, and the PURCHASER shall be bound to procure compliance by such persons with their obligations arising from such extended definition. 2.4 Words signifying the singular shall include the plural and vice versa, and words importing one gender shall include the others. 2.5 The clause headings have been inserted for reference purposes only and shall not be taken into account in interpreting this contract. 2.6 Words defined in the Act of the Sectional Titles Act shall, unless specifically defined in terms hereof, bear the meanings assigned to them in the legislation in which they are so defined. 2.7 Notwithstanding anything to the contrary herein contained, should the registered commercial bank or building society as the case may be require any defects to the unit to be remedied prior to RiverStone Retirement Village 4 the granting of a loan to the PURCHASER, and the 30 (thirty) days period referred to in 15.5.2 has expired, such defects shall be remedied by the purchaser at his own cost. 2.8 The gardens shall be regarded as exclusive use areas. FURTHER PARTICULARS PARTICULARS OF PURCHASER FULL NAMES : ____________________________________________________________________________________ DATE OF BIRTH : __________________________________________________________________________________ IDENTITY NUMBER : _______________________________________________________________________________ MARITAL STATUS (if married state whether in or out of community of property) OCCUPATION : ____________________________________________________________________________________ NAME AND ADDRESS OF EMPLOYER TELEPHONE NUMBER FAX NUMBER POSTAL ADDRESS RiverStone Retirement Village 5 RESIDENTIAL TELEPHONE NUMBER HOME FAX NUMBER REMUNERATION PARTICULARS OF PURCHASER'S SPOUSE FULL NAMES : ____________________________________________________________________________________ DATE OF BIRTH : ____________________________________________________________________________________ IDENTITY NUMBER : ____________________________________________________________________________________ MARITAL STATUS (if married state whether in or out of community of property) INCOME TAX REFERENCE NO: ____________________________________________________________________________________ OCCUPATION : ____________________________________________________________________________________ NAME AND ADDRESS OF EMPLOYER TELEPHONE NUMBER FAX NUMBER POSTAL ADDRESS RiverStone Retirement Village 6 RESIDENTIAL TELEPHONE NUMBER HOME FAX NUMBER REMUNERATION GENERAL Conveyancers name VAN STADEN & BOOYSEN Telephone Number 0118675723/4/5 Telefax 0118675903 The seller is a Vendor for the purpose of Value-Added-Tax Signed by the parties on the dates and at the places set out below: DATE PLACE WITNESSES PURCHASER ______________________________________ PURCHASER'S SPOUSE (if married in community of property) WHO CONSENTS TO THIS TRANSACTION PURCHASER - who by his signature hereto warrants - (a) his capacity to enter into and sign this contract: DATE PLACE WITNESSES RiverStone Retirement Village 7 SELLER WE, the agent accept the benefits conferred upon us in terms of Clause 11 of Annexure "A". DATE PLACE WITNESSES DIRECTOR/REPRESENTATIVE Who warrants that he is duly authorised hereto. RiverStone Retirement Village 8 ANNEXURE "A" TERMS OF SALE 1. PAYMENT 1.1 The purchase price shall be payable as follows- 1.1.1 In accordance with 2.1.10 and 2.1.11 of the schedule the deposit and any other amounts paid by the PURCHASER on account of the purchase price shall be retained in trust by VAN STADEN & BOOYSEN INC under the provisions of Section 78 of the Attorneys Act 53 of 1979, pending registration of transfer of the units into the name of the PURCHASER and the Purchaser accordingly consents thereto. Such deposits and other amounts shall be paid to the SELLER on date of registration of transfer of the unit into the name of the PURCHASER. The PURCHASER irrevocably authorises VAN STADEN & BOOYSEN or the SELLER to invest such monies with a financial institution. The interest earned thereon shall accrue to the PURCHASER, at the rate received by the conveyancers which is subject to change from time to time unless paragraph 2.2. of the schedule is applicable. 1.1.2 the balance of the purchase price shall be payable in cash or by bankers guarantee as the case may be. 1.2 If the balance of the purchase price is not paid in cash then the purchaser, as security for payment of the balance of the purchase price referred to in 1.1.2, the PURCHASER shall provide the conveyancers with banker's or building society guarantees within 60 days from date hereof. Such guarantee shall - 1.2.1 be expressed to be payable free of exchange at ALBERTON on written advice from the conveyancers to the party which issues such guarantees of registration of - 126.96.36.199 transfer of the unit from the sellers to the PURCHASER; 188.8.131.52 cancellation of or release from all existing bonds over the unit, as the case may be; and 184.108.40.206 if applicable, registration of the bond. 2. BOND 2.1 This sale is subject to the resolutive condition that, within 30 days of signature hereof by the purchaser or such extended period as the seller in its sole discretion may decide, a registered bank or building society, must approve a bond in principle, subject to the terms usually imposed by such financial institutions, against the security of a first mortgage bond over the unit (a copy of such written notice to be provided to the conveyancers within such 30 day period). 2.2 The condition set out in 2.1 will be deemed to have been fulfilled if any registered commercial bank or building society agrees to grant such loan - 2.2.1 subject to it being guaranteed by the PURCHASER'S spouse: and/or 2.2.2 subject to any terms usually imposed by such financial institution. 2.3 The PURCHASER - 2.3.1 warrant that his financial position is such that, having regard to the criteria or requirements usually applied by financial institutions, his application for a loan will not be refused; RiverStone Retirement Village 9 2.3.2 shall use his best endeavours to procure fulfilment of the condition set out in 2.1 and, without limiting the generality of the aforegoing, the PURCHASER undertakes to fulfil all of the requirements laid down by the bank or building society in question in connection with the grant of such loan; 2.3.3 irrevocably appoints the SELLER, and/or the agent, in his stead, to apply for the loan referred to in 2.1, to agree on behalf of the PURCHASER to any terms which may be attached hereto and to accept any loan which may be granted; 2.3.4 undertakes to provide the seller, within 7 days of being called upon to do so, with all documentation required to process his application for a loan including proof of income, identity documents and marriage certificate. 2.4 In the event that - 2.4.1 the condition referred to in 2.1 is not fulfilled and the PURCHASER does not obtain or procure a loan as envisaged in this agreement shall lapse. In such event the PURCHASER if he is already in occupation of the unit shall - 220.127.116.11 vacate the unit at the end of the calendar month following the month during which failure to fulfil the condition becomes known; 18.104.22.168 continue to pay occupational rent and levies until the date on which he vacates the unit; 2.5 The PURCHASER, shall at any time prior to the due date for fulfilment thereof referred to in 2.1, be entitled to waive such condition by written notice to the conveyancer and in such event the PURCHASER will be obliged to furnish guarantees as provided for in 1.2. 2.6 TRANSFER COSTS are included in the purchase price. 2.7 BOND COSTS. The bond registration costs and all costs associated with registration of a bond will be bourne by the PURCHASER. 3. TRANSFER OF THE UNIT 3.1 Transfer of the unit shall be effected by the conveyancers at the SELLER's cost and expense subject to the terms and conditions of clause 2.6 and 2.7 as soon as is reasonably possible after the PURCHASER has complied with his obligations in terms hereof. 3.2 The SELLER shall, within seven days of being called upon so to do by the conveyancers at any reasonable time (having regard to the date when transfer can and should be given) - 3.2.1 pay to the conveyancers all costs of transfer of the unit, including Rates & Taxes (in advance) and duties of whatsoever nature, conveyancer's fees incurred in respect of or incidental to the transfer of the unit, 3.2.2 the PURCHASER shall furnish all such information, sign all such documents and pay all such amounts as may be necessary or required in respect of the balance of the purchase price. 3.3 Subject to 15.1 the PURCHASER shall not by reason of any delay in the transfer of the unit to him due to any cause whatsoever, be entitled to cancel this contract or to refrain from paying, or suspend payment of, any amount payable by him in terms of this contract or to claim and recover from the SELLER any damages or compensation or any remission of rental. 3.4 Should the PURCHASER be a company of Close Corporation still to be formed the said entity's founding statements as registered by the Registrar of Companies are to be delivered, within 30 RiverStone Retirement Village 10 days of signature by the PURCHASER, to the conveyancers. In the event of the failure to comply herewith, the PURCHASER, would be liable to take transfer of the unit in his personal capacity. 4. OCCUPATION 4.1 Subject to 15.1 of this annexure, provided the PURCHASER shall have fulfilled such of the provisions of Clause 1 of the offer to purchase as have then fallen due for performance, occupation of the section shall be given to and taken by the PURCHASER on the occupation date. 4.2 From the occupation date the PURCHASER shall – 4.2.1 be entitled to the beneficial occupation of the section as if he were the owner of the section and even though the body corporate might not have come into being; and 4.2.2 be entitled to the use and enjoyment of those parts of the common property and exclusive use areas. 4.3 With effect from the occupation date until date of registration of transfer the PURCHASER shall pay to the SELLER, monthly in advance on the first day of each an every month, an occupational rental in the sum set out in Clause 2.1.15 of the schedule, subject to the provisions of clause 2.2 of the schedule. 4.3.1 Immediately upon request by the seller and on or before the date of occupation a representative of the SELLER and the PURCHASER shall inspect the section and the PURCHASER shall point out to the SELLER's representative any defects in the unit, which defects shall be recorded in a schedule with full particulars which shall be signed by the PURCHASER and the SELLER's representative. Save for the items recorded in the schedule the PURCHASER shall confirm that the section has been delivered to the PURCHASER complete in all respects and suitable in all respects for the purposes for which it is sold. The SELLER shall furnish a copy of the schedule to the building contractor appointed by it who shall attend to all items within 14 days from the date the schedule having been completed and signed. 4.3.2 Subject to clause 4.3.1 above, the PURCHASER agrees to accept the unit voetstoots and the PURCHASER shall have no other claims against the SELLER in respect of defects (whether latent or otherwise) in the common property or the section. 4.3.3 Should the PURCHASER fail to, after request has been made by the SELLER's representative, to inspect the unit and compile a defect list, the SELLER's Architect as referred to in this Agreement, would be entitled to compile the defect list and completion thereof. The certificate by the Architect would be regarded as due compliance in respect of this condition. 5. CONDITIONS OF OCCUPATION AND RISK 5.1 From the occupation date the PURCHASER - 5.1.1 shall at all times as long as this agreement remains in force comply with the provisions of the Act and the Rules, save that, if the body corporate has not yet come into existence - 22.214.171.124 such of the provisions as cannot under the circumstances be applicable or are impliedly substituted by the provisions of this agreement shall not be binding on the PURCHASER; 126.96.36.199 the PURCHASER shall comply with the binding provisions as if he were the owner of the unit; and RiverStone Retirement Village 11 188.8.131.52 the seller shall enjoy the same rights and powers as the body corporate and the trustees enjoy in terms of the binding provisions; 5.1.2 waives all claims (to the extent that the seller is not insured against such claims) against the SELLER for any loss or damage to property or any injury to person which the PURCHASER may sustain in or about the section, the building or the common property indemnifies the SELLER against any such claim that may be made against the SELLER by any member of the PURCHASER'S invitees, employees or agents for any loss or damage to property or injury to person suffered in or about the section, the building or the property however such loss or damage to property or injury to person may be caused; 5.1.3 shall be responsible for the payment of all sectional title levies payable in respect of the unit. The PURCHASER shall forthwith on demand refund to the SELLER all such levies prepaid by the SELLER beyond such date; 5.2 Possession shall pass to the purchaser on occupation of the unit and all risk in and to the unit shall pass to the PURCHASER on registration of transfer of the unit. 6. DEFAULT OF PURCHASER If the PURCHASER commits breach of any of the provisions of this agreement and fails to remedy the same within 10 (ten) days of the despatch by prepaid registered post of written notice calling upon him to do so, the SELLER shall be entitled, without prejudice to any other rights which it may have at law or in terms hereof, and at the SELLER'S election to - 6.1 cancel this agreement, retake occupation of the section and retain as a pre-estimate of liquidated damages, which the PURCHASER acknowledges to be fair and reasonable, all amounts paid by the PURCHASER in terms hereof on account of the purchase price; or 6.2 cancel this agreement, retake occupation of the section and claim such damages whether by agreement or by order of court, to retain on account thereof all amounts paid by the PURCHASER in terms of this agreement on account of the purchase price; 6.3 claim immediate performance by the PURCHASER of all his obligations in terms hereof, whether or not the due date for performance shall otherwise have arrived. 7. DOMICILIUM AND JURISDICTION 7.1 The SELLER hereby selects the SELLER'S address and the PURCHASER hereby selects the PURCHASER'S address respectively as their domicilia citandi et executandi for all purposes of this contract, including the service of all notices and processes in connection herewith. 7.2 Notice of change of address stated in 7.1 to another address in the same magisterial district may be given by either party in writing and shall be delivered or sent by prepaid registered post to the other. 7.3 Every notice to be given by one party to the other in terms of this contract shall be in writing and shall be either - 7.3.1 delivered by hand to the domicilium citandi et executandi of the other party, in which case it shall be deemed to have been given and such other party shall be deemed to have been informed of the contents of the notice when the notice is so delivered; or 7.3.2 posted by prepaid registered post to such other party at the domicilium citandi et executandi of the other party, in which case it shall be deemed to have been given to the other party and such other party shall be deemed to have been informed of the contents of the notice on the third business day after posting. RiverStone Retirement Village 12 7.4 The SELLER and the PURCHASER hereby consent in terms of Section 45 of the Magistrate's Court Act, No 32 of 1944, as amended, to the jurisdiction of any Magistrate's Courts having jurisdiction over their respective persons under section 28 of the Act, to determine any action or other legal proceedings arising out of this contract, Notwithstanding anything aforesaid, the SELLER shall not be bound to bring any action arising from this contract in or before a Magistrate's court, but may do so in any other court of competent jurisdiction should it so wish. 7.5 A party shall be entitled to recover from the other party costs (as between an attorney and his own client) incurred by the other party in exercising its rights under or enforcing the provisions of this contract and in addition costs of attendances, whether action has been instituted or not, and including costs of tracing. 8. MANAGING AGENT It is recorded that the managing agent shall be appointed by the SELLER. 9. GENERAL 9.1 This contract, together with its annexures, reflects the intention of the parties and constitutes the entire contract between the parties. No other terms, conditions, stipulations, undertakings, representations or warranties shall be of any force or effect, save as expressly included herein. No variation of, addition to, consensual cancellation or amendment of this contract, and no waiver by either party to writing and signed by both parties or their authorised agents. 9.2 The parties undertake to do all such things, sign all such documents and take all such steps as may be necessary, incidental or conducive to the implementation of the terms, conditions and import of this contract. 9.3 If this contract is signed by more that one person as PURCHASER , the obligations of all the signatories shall be joint and several. If this contract is not signed by all the persons named as PURCHASERS, this contract nonetheless shall be and remain binding on the PURCHASERS who have signed this contract. 9.4 No latitude, extension of time or other indulgence which may be given or allowed by one party to the other in respect of any provision provided for in this contract or hereunder shall under any circumstance be considered to be an implied consent by the OTHER PARTY or operate as a waiver or a novation of, or otherwise affect, any of the OTHER PARTY'S rights in terms of or arising from this contract, or stop the OTHER PARTY from forcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof; nor shall any such latitude, extension of time or other indulgence discharge or otherwise affect the liability if any person who may be or become bound in terms hereof as surety for a co-principle debtor with the PURCHASER. 10. OFFER TO PURCHASE Signature of this contract by the PURCHASER shall be deemed to constitute an offer by the PURCHASER to the SELLER to enter into this contract. This contract shall be binding on the SELLER only when duly signed by it, until which time no obligation or liability on the part of the SELLER shall be deemed to exist, it shall not be necessary for the SELLER to communicate to the PURCHASER its acceptance of the offer constituted in terms hereof for this contract to become valid and binding. 11. AGENT'S COMMISSION 11.1 The SELLER shall pay the agent's commission as per mandate on date of registration of transfer RiverStone Retirement Village 13 to the developer. The commission is a first charge against deposit and/or proceeds of the sale referred to in paragraph 1 hereof. The agent by signing this agreement accepts all benefits conferred upon it in terms hereof, should the PURCHASER, fail to carry out any condition hereof, the agent shall be entitled, but not obliged, to claim its commission from the PURCHASER without prejudice to its rights against the SELLER. The conceyancer shall not be entitled to pay agent's commission. 12. WARRANTIES, REPRESENTATIONS AND GUARANTEES 12.1 Save as otherwise stated, and without limiting the generality of the aforegoing, subject to 15.5 the unit is sold as per specification. 12.2 The PURCHASER shall be obliged to accept transfer of the unit subject to - 12.2.1 the conditions, reservations and servitude contained in the Title Deed of the Land; 12.2.2 such conditions of sectional title as are imposed by the developer, the local authority, the administrator or any other authority; 12.2.3 any change in the number of the section. 12.3 If upon a resurvey or re-measurement the extent of the land, the section or participation is found not to correspond to that set out in this agreement, then the SELLER shall not be liable for any minor shortfall nor shall it be entitled to claim compensation for any minor surplus. For purposes of this clause a differential shall be deemed to be minor if it does not exceed 5% of the square meterage or participation quota in question. 12.4 The PURCHASER acknowledges that - 12.4.1 save as provided herein, no warranties, undertakings or representations whatsoever have been made or given by the SELLER, whether expressly or impliedly, and 12.4.2 no person has authority to make any representations whatsoever on the SELLER'S behalf. 12.5 The SELLER shall not be required to indicate the position of the beacons or pegs on the land, the building or the section or the boundaries thereof. 12.6 It is expressly recorded that the SELLER gives the PURCHASER no warranties, representations or undertakings that permits or permission will be granted by the applicable authorities for the housing of domestic staff in the staff rooms of the scheme, if applicable. 13. SPECIAL PROVISIONS RELATING TO SALES BEFORE THE ESTABLISHMENT OF THE BODY CORPORATE AND/OR THE ADOPTION OF THE RULES FOR THE PURPOSE OF THIS AGREEMENT 13.1 From the occupation date the PURCHASER shall, until the body corporate comes into being - 13.1.1 on demand by the SELLER pay the account for electricity consumed in the section in accordance with the consumption of electricity as shown on the sub-meter of the section. The PURCHASER agrees that, should separate water meters be installed at any stage in the building, the PURCHASER shall on demand by the SELLER pay to the SELLER the cost of water consumed in the section; 13.1.2 be liable for and pay to the SELLER monthly in advance on the first day of each and every month a "proportionate share" (calculated on the basis of the participation quota) of the actual total RiverStone Retirement Village 14 costs of managing, operating, administering, repairing, servicing and maintaining the common property, including without restriction to the generality of the aforegoing, rates, taxes, sewerage and sanitation, insurances of every description as determined by the SELLER, services, salaries, wages, licences, care and maintenance of the common property, and cost of water and electricity consumed on the common property and in sections where not separately metered, wages and other expenses and administration costs including the cost and recovery of the said costs (all of which costs and charges are hereafter referred to as "the total costs"); 13.1.3 not do or permit to be done any act, matter or thing as a result of which any insurance policy held by the SELLER in respect of the buildings may be rendered void or voidable, or as a result of which the premiums in respect thereof may be increased. 13.2 For the purpose of 13.1 – 13.2.1 the SELLER shall estimate the total costs for each year and the PURCHASER'S proportionate share thereof and shall furnish THE PURCHASER with a certificate recording the estimate total costs and the PURCHASER'S proportionate share. 13.2.2 the PURCHASER shall, unless the monthly levy is increased in terms of 13.2.4, pay one-twelfth of his proportionate share of the total costs thus estimated (hereinafter referred to as the "monthly levy") on the first day of each month during the calendar year; 13.2.3 If the occupation date does not coincide with the first day of the month, the PURCHASER shall on the occupation date pay a pro rata portion of his monthly levy in respect of such part month; 13.2.4 It is recorded that, unless the total costs are between the date of signature and the occupation date re-estimated by the SELLER, the estimated monthly levy will be the monthly levy initially payable in terms of 13.2.2. Unless the initial monthly levy is varied, the SELLER need not furnish a certificate (as contemplated on 13.2.1) in respect of the first calendar year during which the PURCHASER is in occupation of the section in terms hereof; and 13.2.5 If the PURCHASER has paid more than his proportionate share of the total costs as finally determined, the excess shall not be refunded to the PURCHASER but shall be retained and applied to discharge the PURCHASERS future liability in terms hereof. On establishment of the body corporate, the SELLER shall transfer the full amount of any excess payments in terms hereof over the total costs to the body corporate. 13.3 It is recorded that the SELLER intends, until the body corporate comes into existence, to insure the buildings against such risks and for such amounts as it may in its sole discretion determine. 13.4 Notwithstanding the provisions of 15.2, if, before the body corporate comes into existence, the building is damaged or destroyed in such a way that the PURCHASER is (or the parties agree that he will be) deprived of beneficial occupation of the section for a period in excess of three months, either party shall have the right by notice to the other to cancel this contract. 13.5 Notwithstanding the provisions of the Rules under which the PURCHASER is obliged to maintain the section, the SELLER shall, unless the contract has been cancelled in terms of 13.4, apply any insurance proceeds received by it to the repair or reinstatement of the section and any other damaged sections, but shall not in any way whatsoever be liable to the PURCHASER if there are no such proceeds or if such proceeds are inadequate to completely repair or reinstate the section. 13.6 When the body corporate comes into being, the SELLER will be deemed to have ceded to the PURCHASER all the SELLER'S rights in terms of the Sectional Title Act and in terms of the rules in respect of the insurance of the building, the reinstatement thereof and the payment of compensation, subject to the following: 13.6.1 the SELLER may, notwithstanding such cession, exercise its rights in terms of the Rules to require the trustees to specify a value in the insurance policy in respect of the unit up to the RiverStone Retirement Village 15 reinstatement value thereof as determined by the SELLER in its discretion; and 13.6.2 notwithstanding such cession, any amounts payable on damage to or destruction of the building to the SELLER as owner of the unit shall be applied firstly to paying the full balance of the purchase price outstanding and the remainder (if any) shall be paid to the PURCHASER. 14. SPECIAL PROVISIONS RELATING TO SALES BEFORE THE OPENING OF THE REGISTER 14.1 The Parties record that it is not possible for the SELLER to give transfer of the unit to the PURCHASER until such time as the sectional title register in respect of the scheme is opened in terms of the Sectional Titles Act accordingly - 14.1.1 the SELLER undertakes, within a reasonable time and at its own expense, to take such steps as may be reasonably necessary to procure the opening of the sectional title register. 14.1.2 notwithstanding anything to the contrary herein contained, this agreement in its entirety is subject to the resolutive condition that the sectional title register is opened within 24 (twenty four) months from the commencement of building operations. If the sectional title register is not opened within the said period, then, failing any other agreements arrived at between the parties and recorded in writing, the following shall apply - 184.108.40.206 the PURCHASER and every person claiming occupation through the PURCHASER shall vacate the section at the end of the applicable period and the PURCHASER shall redeliver the section to the SELLER in the same good order and condition as at the occupation date, fair wear and tear excepted; 220.127.116.11 the SELLER shall refund to the PURCHASER (if any) by which the aggregate of all payments made by the PURCHASER in respect of the purchase price and interest thereon exceeds the occupational rental in respect of each completed month (or part thereof) reckoned from the occupational date until the date on which the PURCHASER vacates the section in terms of 18.104.22.168. If the amount paid by the PURCHASER at such time is not sufficient to cover the total amount thus calculated, the PURCHASER shall be obliged to pay the difference to the SELLER on demand thereof. No refund shall be made of any amounts paid by the PURCHASER in terms of Clause 13 during his occupation of the section; and 22.214.171.124 save as herein provided, neither of the parties shall in such event have any further claims whatsoever against the other of them, nor shall the PURCHASER be entitled to claim or allege any right of occupation or tenancy of the section. 14.2 The rules (both management rules and conduct rules) shall, at the time of the opening of the sectional title register, be substituted by rules substantially in the form of the rules prescribed by regulation, but amended or amplified (subject always to the provisions of Section 35 of the Sectional Titles Act) - 14.2.1 so as to comply with the requirements of any bondholder; and/or 14.2.2 if the variation is of a formal nature only; and/or 14.2.3 if the SELLER reasonably believes the amendment is desirable for the proper management and administration of the scheme; and/or 14.2.4 reserving to the SELLER the right to allocate the right of exclusive use areas and, similar rights of exclusive use of areas reflected in the plans as being intended for the exclusive use of owners of sections; and/or 14.2.5 reserving to the SELLER the right to limit and/or control the keeping of animals, including the RiverStone Retirement Village 16 conditions (if any) upon which animals may be kept; and/or; 14.2.6 reserving to the SELLER the right to limit or control the extension of sections (which shall include but not be limited to the erection of fences, the erections of pergolas, the fitting of awnings, the extension of internal floors and the reaction of additional rooms within a section) and to impose conditions (if any) upon which any of the aforegoing may be done. 15. SPECIAL PROVISIONS RELATING TO SALES IN BUILDING UNDER CONSTRUCTION 15.1 In the event that it is not possible for the SELLER to meet the occupation due date set out in 2.1.14 of the schedule, the occupation date shall be the date on which the SELLER shall advise the PURCHASER in writing on which the unit will be ready for occupation by the PURCHASER. 15.2 In the event of any dispute as to when or whether beneficial occupation of the section has been given or tendered either in terms hereof, or in terms of Clause 13.4 (if applicable), a certificate by the SELLER'S architect (acting as an expert and not as an arbitrator) certifying that the section is suitable for beneficial occupation shall be final and binding on the parties, notwithstanding that the building as a whole or the common property may not have been completed or might not be suitable for beneficial occupation at such date. The occupation date shall under no circumstances be different or the section considered unsuitable for beneficial occupation by reason of any improvements, additions or alterations to be effected to the section by or at the request of the PURCHASER not having been completed. 15.3 The PURCHASER acknowledges that, on the occupation date, the common property and other sections may be incomplete and that occupants must necessarily suffer inconvenience from building operations and from noise and thus resulting therefrom and that the PURCHASER does have no claim whatsoever against the SELLER by reason of such inconvenience. 15.4 The SELLER shall have the right at its discretion to vary the layout and design of the building, provided that the SELLER may only exercise such discretion in such a way that - 15.4.1 the layout and design of the buildings as erected remains substantially the same as reflected in the plans; 15.4.2 the finishes of the section remain substantially the same as the samples that the PURCHASER acknowledges having seen; 15.4.3 the location and design of the section remains substantially the same as in the plans; and 15.4.4 the participation quota and area of the section as finally reflected in the sectional plans is within 5% (five per centum) of the participation quota or area as reflected in the draft sectional plans. 15.5 If, at the date hereof, the section is not yet completed, then - 15.5.1 the SELLER hereby agrees and undertakes to have the section completed in a good and proper and workmanlike manner substantially in accordance with the plans (subject to any variation of the schedule of finishes as may be separately agreed in writing); 15.5.2 the PURCHASER shall, within 15 (fifteen) days of the occupation date, deliver to the SELLER a list signed by himself enumerating any fixtures, fittings or appurtenances in the section requiring repair and, upon repair of such items as reasonably require repair, the PURCHASER shall have no further claim against the SELLER; 15.5.3 save as provided herein, the PURCHASER shall have no claims against the SELLER in respect of defects in the section or the common property. 15.6 If at the date hereof the section is completed but the complex is not, then - RiverStone Retirement Village 17 15.6.1 the PURCHASER will be deemed to have purchased the section "voetstoots"; subject to the completion of the snag list. 15.6.2 the PURCHASER shall have no claims against the SELLER in respect of defects (whether latent or otherwise) in the common property. 15.7 The PURCHASER shall be obliged (in addition and without prejudice to 4.2) to accept transfer of the unit subject to any variation in the unit as contemplated in 15.4 above. 15.8 If upon a resurvey or re-measurement the extent of the land, the section or the participation quota is found not to correspond to that set out in this agreement, then, subject to such variation not exceeding the limits set out in 15.4, the SELLER shall not be liable for any shortfall nor shall it be entitled to claim compensation for any surplus. 15.9 If there is any dispute between the SELLER and the PURCHASER as to whether the buildings, any part thereof, the finishes or specifications are substantially the same as set out in the plans, then such dispute shall be referred to the architect (acting as any expert and not as any arbitrator) whose decision shall (subject to clause 17) be final and binding (upon the parties). 15.10 Notwithstanding the provisions of Clause 15.5 the SELLER agrees and undertakes to repair any leakage in the roof of the section which may manifest itself after the first heavy rains, or within 1 (one) year whichever occurs first after the occupation date. 16. PHASED DEVELOPMENT PROVISIONS It is recorded that the SELLER may develop the scheme as a phase development and that two phases, possible 3, on the discretion of the developer, may be built on the land pursuant to the provisions of Section 25 of the Sectional Title Act in the sole discretion of the developer and subject to the terms and conditions in this Agreement. 17. REFEREE If the purchaser disputes any decision of or matter certified by the SELLER'S architect in terms of this agreement, such dispute shall be determined by a referee who shall be an architect agreed upon between the parties and, failing agreement, nominated by the Institute of South African Architects. The said referee shall act as an expert and not as an arbitrator and shall accordingly not be bound by any rules of court or arbitrators. The said referee shall be entitled to determine whether, how, where and when submissions are to be made to him, it being the intention of the parties that any such dispute shall be determined at the minimum cost and with the minimum delay possible in the circumstances. Any decision of the said referee, including any decision as to costs, which be final and binding upon the parties and shall not be open to dispute by either of them. 18. CONDITION PRECEDENT It is agreed that this Agreement is subject to and conditional upon the SELLER selling 70% of the entire development by 31 July 2010. The SELLER however, shall be entitled in his sole discretion to waive this condition precedent in the event of less that 70% of the development being sold by 31 July 2010. If the SELLER elects not to proceed with the development, then and upon refund to the PURCHASER of the deposit paid in terms of Clause 2.1.11 together with interest thereon earned in terms of Clause 1.1.1 the parties reciprocally acknowledge that they shall have no further claim the one against the other arising herefrom. 19 COOLING OFF CLAUSE The Purchaser/s attention is drawn to the rights conferred upon him by virtue of Section 29(A)(1) RiverStone Retirement Village 18 of the Alienation of Land Act, No 68 of 1981, as amended, which is subject to Section 29(A)(5), in terms of which he may revoke/terminate this offer to purchase/deed of alienation by written notice to the Seller within five (5) day period excluding date of signature of this agreement and excluding any Saturday, Sunday or Public holiday, after signature hereof, and to have any amount already paid by him in terms hereof refunded in the event of such termination. THIS CLAUSE IS NOT APPLICABLE SHOULD THE PURCHASE PRICE EXCEED R250 000.00. 20. SPECIAL CONDITIONS 20.1 The PURCHASER acknowledges that he is required, upon registration of the property into his name, to become a member of the Body Corporate of the Riverstone Retirement Village and a member of the Parys Golf and Country Estate Homeowners Association and agrees to do so. In accordance with the Management and Conduct Rules of the Body Corporate, which document will be made available for inspections by the PURCHASER at the launch, the PURCHASER will be regarded have deemed to have read the Management and Conduct Rules drawn by the SELLER, upon signature of this Agreement and irrevocably agrees to abide by these rules. It is further agreed that every four 2 bedroom units would represent one vote and every six 1 bedroom units would represent one vote. These votes would be carried by the Body Corporate of the Parys Golf & Country Estate Homeowner Association. 20.2 The PURCHASER'S acknowledges that although the Sectional Title Unit is situated within Extension 21, which forms part of the Parys Golf and Country Estate, they will be bound by both rules and be a member of both. 20.3 For as long as the Registered Owner of the property, he will remain a member of the Body Corporate and the Homeowners Association. 20.4 Should he sell the property he will ensure that his purchaser is made fully aware of the Memorandum and Articles of Association of the Homeowners' Association. 20.5 The Purchaser acknowledges that a set of the Parys Golf and Country Estate Homeowners' Association rules and the rules of the Body Corporate are available for inspection at request. 20.6 Inclusive in the purchase price will be an automatic membership fee payable to the Parys Golf and Country Club and Golf Club which will include the joining fee and membership fee for a 1 year period from date of registration of the unit but that the purchaser would be obligated to make payment in respect of the 2nd and following years relating to membership. 20.7 The Developer, as part of the Development facility, will create a 24 hour medical assistance facility in terms of which a full time nurse would be available on call and who will then attend to the emergency and will make the necessary arrangements to accommodate and deal with such an event. 21 CONDITIONS OF TITLE The Seller shall be entitled to procure that in addition to all other conditions of title and/or conditions of establishment the following conditions of title be inserted in the Deed of Transfer in terms of which the Purchaser takes title to the property: 21.1 "Every owner of the erf or any subdivision thereof or any interest therein or any unit thereon, as defined in the Sectional Titles Act, shall become and shall remain a Member of the Homeowners' Association and be subject to its constitution until he ceases to be an owner as aforesaid. Neither the erf nor any subdivision thereof nor any interest therein nor any unit thereon shall be transferable to any person who has not bound himself to the satisfaction of such Association to become a Member of the Homeowners' Association" RiverStone Retirement Village 19 21.2 "The owner of the erf nor any subdivision thereof or any interest therein or any unit thereon, as defined in the Sectional Titles Act, shall not be entitled to transfer the erf of any subdivision thereof or any interest therein or any unit thereon without a clearance certificate from the Homeowners' Association that the provisions of the Articles of Association of the Homeowners' Association have been complied with" 21.3 "The term "Homeowners' Associations" in the aforesaid conditions of title shall mean the The Parys Golf and Country Estate Homeowners' Association (incorporated Association not for gain)" or such other name as determined by the developer. 21.4 In the event of the Registrar of Deeds or the seller requiring the amendment of such condition in any manner in order to give effect to the registration of same, the Purchaser hereby agrees to such amendment. 22. RETIREMENT VILLAGE 22.1 The Parties acknowledge that the intention of the Development Scheme is to provide the facilities associated with a Retirement Village and in this respect, that the Development will comply with the Housing Developments Scheme for Retired Persons, Act 65 of 1988. 22.2 Accordingly residents are required to have attained the age of 50 years or older in order to occupy the unit. It would however be possible for any natural person and legal entity to acquire a unit on the condition that the occupants would be 50 years or older.
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