Sale and Purchase Agreement (General)

            AN AGREEMENT made the day and year stated in Section 1 of the First Schedule hereto between the party whose name and description is stated in Section 2 of the First Schedule hereto (hereinafter referred to as “the Vendor(s)”) which expression where the context so admits shall include their heirs personal representatives successors-in-title and assigns) of the one part and the party whose name and description is stated in Section 3 of the First Schedule hereto (hereinafter referred to as “the Purchaser(s)” which expression where the context so admits shall include their heirs personal representatives successors-in-title and assigns) of the other part.

A.         The Vendor(s) is the beneficial/registered owner of the Property more particularly referred to and described in Section 4 of the First Schedule (which Property is hereinafter referred to as “the said Property”).

B.         The said Property is currently free from encumbrances.

C.         The Vendor(s) has agreed to sell and the Purchaser(s) has agreed to purchase the said Property at the price and subject to the terms and conditions hereinafter contained.

NOW IT IS HEREBY AGREED as follows:-

            In consideration of the purchase price stipulated in Section 1 of the Second Schedule hereto to be paid by the Purchaser(s) in the manner and within the times as set out in Section 2 and Section 3 of the Second Schedule hereto, the Vendor(s) hereby agrees to sell and the Purchaser(s) hereby agree to purchase the said Property free from all charges and encumbrances but subject to all conditions of title whether expressed or implied contained in the document of title to the said Property at the purchase price referred to in Section 1 of the Second Schedule hereto and subject to the terms and conditions hereinafter contained.

            The purchase price for the said Property shall be the sum stated in Section 1 of the Second Schedule hereto of which the sum stated in Section 2 of the Second Schedule hereto has already been paid by the Purchaser(s) to the Vendor(s) (the receipt of which the Vendor(s) hereby acknowledges) and the balance purchase price shall be paid as hereinafter provided.

            The balance purchase price shall be paid at the times and in the manner set out in Section 3 of the Second Schedule hereto (hereinafter referred to as “the completion period” and the date of the full settlement of the full purchase price shall hereinafter be called “the completion date”).

            The sale herein is subject to the following terms and conditions:-

            (a)       The Vendor(s) shall deduce a good registrable and marketable title to the said Property;

            (b)       Any defect in title shall be perfected by and at the cost and expense of the Vendor(s);

            (c)       The said Property shall be free from all encumbrances except as specified in the Third Schedule hereto but subject to all conditions of title whether expressed or implied contained in the document of title;

            (d)       The Purchaser(s) being at liberty at their cost and expense to lodge a private caveat as from the date hereof.  Provided the Purchaser(s) shall withdraw annul or remove the said private caveat if the Purchaser(s) shall fail to pay the balance purchase price or any installment of the purchase price in manner and within the times stipulated in Section 3 of the Second Schedule hereto and this Agreement shall have become null and void in accordance with the provisions of Clause 9 herein.

            (i)        (a)       the Vendor(s) is the registered owner of the said Property and save for the charge in favour of the Existing Chargee has not charged, assigned or encumbered in any manner whatsoever, the said Property or created or permitted to be created any lien over the said Property;

                        (b)       the Vendor(s) has not entered into any agreement with any person or company to sell the said Property or granted any lease, option,  license easement or any other right whatsoever in respect of the said Property to any person or company;

                        (c)       the Vendor(s) has observed and complied with all conditions, covenants, restrictions and category of land use, expressed  or implied binding on the said Property;

                        (d)       the Vendor(s) shall take all necessary steps to preserve his proprietorship rights and interest in the said Property to enable the same to be transferred to the Purchaser(s) unencumbered and without defect;

                        (e)       the Vendor(s) has the legal capacity to enter into this Agreement and that in doing so the Vendor(s) has not contravened any law nor breached any contractual obligations on the Vendor(s) part; and

                        (f)        all quit rents, taxes, assessment rates and other lawful outgoings due to the relevant authorities shall be paid by the Vendor(s) up to the date of delivery of vacant possession to the Purchaser(s).

(ii)       The Vendor(s) acknowledges that the Purchaser(s) have agreed to enter into this Agreement on the basis of and in full reliance upon the aforesaid representations, undertakings, warranties and declarations which are true and correct in all respects.

            Each of the party hereto hereby declare, confirm and represent  to each other that neither of them is in breach or default under any written law or rules or regulations thereunder or any agreement or instrument to which each of the party hereto  is a party or by which each of the party hereto may be bound and there is no breach, default, litigation, arbitration or other proceedings presently, current, pending or threatened against the other which might materially affect or impair the parties ability to perform its obligations hereunder and in particular the parties hereto declare and confirm to each other that neither of them is an undischarged bankrupt.

            Provided that the Purchaser(s) shall have made all payments of the purchase price in the manner and within the times stipulated in Section 3 of the Second Schedule hereto the Vendor(s) or their solicitors shall on the completion date deliver to the Purchaser(s) or their solicitors a valid and registrable transfer of the said Property free from all charges and encumbrances but subject to the conditions expressed and implied in the document of title to the said Property in favour of the Purchaser(s) and/or their nominee or nominees together with the document of title to the said Property and a valid and registrable discharge of any existing charge on the said Property and together with all other documents if any necessary to effect registration of the transfer of the said Property.

            The Vendor(s) and the Purchaser(s) shall within the time provided for in the Real Property Gains Tax Act, 1976 notify the Director General of Inland Revenue of the sale of  the said Property by the Vendor(s) to the Purchaser(s) in the manner required by the said Act or any amendment thereto.

            Notwithstanding any other provisions herein, the Solicitors who hold the said sum mentioned in Section 3 of the Second Schedule hereto as stakeholders pending the issue by the Director General of Inland Revenue of the Certificate of Clearance may at any time pay over the said sum or such part thereof as may be sufficient to the Director General of Inland Revenue for the purpose of the tax payable by the Vendor(s) under the said Real Property Gains Tax Act in respect of the sale of the said Property by the Vendor(s) to the Purchaser(s) under this Agreement if such payment is required for the purpose of enabling the Director General of Inland Revenue to issue their Certificate of Clearance in respect of the sale hereunder.

            The said Property has been and is open to inspection and is sold in the state and condition as on the date hereof and subject to any road widening drainage improvement or other scheme whatsoever affecting it and the Purchaser(s) shall be deemed to have full knowledge of the notice and effect thereof and shall make no requisition in respect thereof.

            (a)       It is hereby mutually agreed by the parties hereto that the risk to the said Property shall only pass to the Purchaser(s) upon delivery of vacant possession by the Vendor(s) to the Purchaser(s); and

            (b)       In the event that the said Property or any part thereof shall at any time before delivery  of vacant possession be damaged or destroyed  by fire  or any other cause the Purchaser(s) shall be entitled to terminate this Agreement and to a refund of all monies paid  by the Purchaser(s) to the Vendor(s) without prejudice and such other remedies that the Purchaser(s) entitled to.

            If the Purchaser(s) fails to pay the balance purchase price or any instalment of the purchase price in the manner and within the times stipulated in Section 3 of the Second Schedule hereto then it is hereby agreed between the Vendor(s) and the Purchaser(s) that the sum or sums more particularly referred to in Section 4 of the Second Schedule which have already been paid by the Purchaser(s) shall be forfeited absolutely to the Vendor(s) as agreed liquidated damages and this Agreement shall be null and void and of no effect and neither party hereto shall have any claims against the other save and except for any antecedent breach and the Vendor(s) shall be entitled at their absolute discretion to deal with the said Property  in such manner as the Vendor(s) shall think fit PROVIDED HOWEVER that the said sum shall not be forfeitable if the Purchaser(s) or the Purchaser(s) financier’s failure to pay the balance purchase price or any instalment of the purchase price in the manner and within the times stipulated in Section 3 of the Second Schedule hereto is caused by the delay or default of the Vendor(s) or the Existing Financier in providing the necessary confirmation, undertakings or forwarding any relevant documents to the Purchaser(s) or the Purchaser(s)’ Solicitors.

            All quit rent, assessments, rates, taxes and other outgoings (if any) payable in respect of the said Property shall be apportioned as at the completion date and any sum due by virtue of such apportionment shall be paid or allowed as the case may be on such date PROVIDED ALWAYS THAT the Vendor(s) shall indemnify the Purchaser(s) of any loss or penalty imposed in respect of any late payment by the Vendor(s) of such aforesaid payments.

            With effect from the date of execution of this Agreement and pending the completion of the sale herein this sale shall not be invalidated nor shall there be any adjustments in the purchase price in the event of acquisition of the whole or part of the said Property by the Government or such other competent authority PROVIDED ALWAYS THAT the Vendor(s) shall immediately notify the Purchaser(s) of any acquisition or intended acquisition and shall immediately notify the Government or such competent acquiring authority of the Purchaser(s)’ interest in the said Property under the terms of this Agreement and PROVIDED FURTHER THAT the Purchaser(s) shall be absolutely entitled to the compensation (if any) offered by the Government or such other competent acquiring authority in respect of such acquisition.

            It is hereby expressly agreed between the Vendor(s) and the Purchaser(s) that the sale and purchase of the said Property shall in addition to the terms and conditions herein be subject to the special conditions if any set out in the Third Schedule hereto and in the event of any conflict, discrepancies or variance the special conditions set out in the Third Schedule shall prevail.

            Time wherever mentioned shall be of the essence of the contract.

            The Vendor(s)’ and the Purchaser(s)’ respective solicitors’ costs of and incidental to the preparation and execution of this Agreement and the transfer of the said Property shall be borne and paid in the manner as set out in Section 5 of the Second Schedule hereto but all stamp duty and registration fees thereon shall be paid by the Purchaser(s).  The Purchaser(s) further agree to pay as and when required by such competent authority any additional or excess stamp duty and/or penalty that may be imposed by the Collector of Stamp Duty or such other competent authority in respect of this Agreement and/or the transfer of the said Property unless such duty or penalty is payable because of the Vendor(s)’ default.

            The First Schedule, Second Schedule and Third Schedule herein shall be taken and construed as an essential part of this Agreement.

            Knowledge or acquiescence by either party hereto of any breach of any of the conditions or covenants herein contained shall not operate as or be deemed to be waiver of such conditions or covenants or any of them and notwithstanding such knowledge or acquiescence each party hereto shall be entitled to exercise their respective rights under this Agreement and to require strict performance by the other of the terms and conditions herein and the specific performance of this contract.

            Any notice request or demand requiring to be served by either party hereto to the other under the provisions of this Agreement shall be in writing and shall be deemed to be sufficiently served:-

(a)              if it is given by the party or their solicitors by post in a registered letter addressed to the party to be served at their or its address hereinbefore mentioned and in such a case it shall be deemed (whether it is actually delivered or not) to have been received at the time when such registered letter would in the ordinary course of post be delivered;  or

(b)              if it is given by the party or their solicitors and despatched by hand to the party to be served or their solicitors.

            In this Agreement where the context so admits:-

(a)              Where there are two or more persons included in the term “the Vendor(s)” and/or “the Purchaser(s)” their liabilities under this Agreement shall be jointly and severally;

(b)              Words importing the masculine gender shall be deemed to include the feminine gender and the neuter gender and words importing the singular number shall include the plural and vice versa; and

(c)               Words applicable to natural persons include any body of persons firm or partnership corporate or incorporate or corporation.

            This Agreement shall be binding upon the respective heirs personal representatives successors-in-title and assigns of the Vendor(s) and the Purchaser(s).

(which is to be taken and construed as an

essential part of this Agreement)

(which is to be taken and construed as an

essential part of this Agreement)

(which is to be taken read and construed as

an essential part of this Agreement)

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Special conditions to which this Agreement is subject

and referred to in Clause 12.

1.                Vacant possession shall be given to the Purchaser(s) on the completion date of this Agreement.

2.                The Purchaser(s) shall be entitled to Specific Performance.

3.                The completion of the purchase shall take place at the office of

4.                The Vendor(s) declare(s) that he/she/they is/are not a bankrupt person(s) and no action or petition in respect thereto whether in the process or pending or otherwise has been taken against him/her/them by any person or persons body or corporation on or before the date of this Agreement and if it is discovered that the Vendor(s) is/are a bankrupt(s) and/or such proceedings against him/her/them is pending, the Vendor(s) shall on demand refund the deposit sum and all other moneys (if any) paid by the Purchaser(s) towards the purchase price together with interest thereon at 8% per annum.

5.                The said Property is currently free from encumbrances.

6.                The Vendor(s) shall indemnify and keep the Purchaser(s) fully indemnified against all and any claims that may be made in respect of Real Property Gains Tax concerning this Sale.

7.                Notwithstanding anything stated herein to the contrary in the event that the Purchaser(s) is obtaining a loan from any bank or financial institution, upon:-

                   (i)             the written notification by the Purchaser(s)’ Solicitors that the Purchaser(s)’ application for a loan from a Bank has been approved together with the Bank’s letter of approval;

                   (ii)            a letter of undertaking from the Bank to the Vendor(s) stating to the effect that the Bank shall release the loan amount to the Vendor(s) after the presentation for the registration of the Memorandum of Transfer in favour of the Purchaser(s);

                   and in order to expedite the completion of the sale and purchase herein the Vendor(s) shall execute in escrow the Memorandum of Transfer in favour of the Purchaser(s) together with this Agreement and deliver the Transfer and the title deed to the Purchaser(s)’ Solicitors pending the completion of the sale and payment of the balance purchase herein and the Memorandum of Transfer shall be submitted to the Collector of Stamp Duty for stamping and registration with the relevant land office at the cost and expense of the Purchaser(s).  The Purchaser(s)’ Solicitors shall pay the Vendor(s) the balance of the purchase price upon the loan being released by the Bank which must be on or before the completion period.  The Vendor(s) and Purchaser(s) expressly declare and confirm that though the said Memorandum of Transfer has been executed by the Vendor(s) and adjudicated in favour of the Purchaser(s) the acknowledgement of receipt of the consideration stated in the said Memorandum of Transfer shall not be construed as payment in full of the consideration stated therein and the said Property shall not be deemed to be transferred to the Purchaser(s) by the Vendor(s) until the full purchase price as aforesaid has been paid by the Purchaser(s) to the Vendor(s).

8.                The Vendor(s) shall upon request by the Purchaser(s) deliver an undertaking to refund to the Bank the loan amount or any part released in the event that the Transfer cannot be registered for any reasons whatsoever.

9.                Upon compliance with paragraph 7 above by the Purchaser(s), the Purchaser(s)’ Solicitors shall have authority to present the said Memorandum of Transfer for registration thereof.

10.              The said Property is not subject to any acquisition notice either under Sections 4 or 8 of the Land Acquisition Act, 1960.

11.              If the Vendor(s) shall fail to notify and submit the relevant forms to the said Director General of Inland Revenue as required by Clause 6 hereof upon the Purchaser(s)’ Solicitors submitting the said Transfer to the relevant authority for adjudication and if as a result of such failure of the Vendor(s) the Purchaser(s) is/are liable to pay a penalty for the delay in paying the stamp duties and late registration fee if any, due on the said Transfer, the Vendor(s) shall be responsible and liable for the amount of the penalty on the stamp duties and late registration fee and the Purchaser(s)’ Solicitors shall deduct such penalty sums from the balance purchase price.

12.              Without prejudice to the Purchaser(s)’ right under Section 2 of this Schedule the Vendor(s) hereby covenants with the Purchaser(s) that in the event the Transfer cannot be registered in the name of the Purchaser(s) for any reasons not attributable to the Purchaser(s), the Vendor(s) shall if so requested by the Purchaser(s),  refund to the Purchaser(s) all monies paid by the Purchaser(s) to the Vendor(s) in regard this Agreement (hereinafter referred to as “the said sum”) and thereafter this Agreement shall be null and void and have no effect and neither party shall have any claims against the other.

13.              Without prejudice to the Purchaser(s)’ right under Section 2 of this Schedule, it is hereby expressly agreed between the parties hereto that in the event that the Vendor terminate this Agreement, and the Purchaser(s) is at all times ready willing and able to complete the purchase of the said Property in the manner and on the terms as herein agreed the Purchaser(s) may in his absolute discretion by written notice to the Vendor(s) request for the said sum and thereafter the Vendor(s) shall within fourteen (14) days of such written notice refund and/or pay the said sum to the Purchaser(s).

                   IN WITNESS WHEREOF the Vendor(s) and the Purchaser(s) have set their hands the day and year set out in Section 1 of the First Schedule of this Agreement.

Signed by the Vendor(s) in                            )

the presence of:-                                            )           …………………………………………….

Signed by the Purchaser(s)                            )

in the presence of:-                                        )           …………………………………………..

                                                                                    [Name of Purchaser]