DATED..DAY OF..201 KIKAMBALA HOUSING ESTATE LIMITED

Transcription

1 DATED..DAY OF..201 AGREEMENT FOR SALE KIKAMBALA HOUSING ESTATE LIMITED AND.. HOUSE NO :. KIKAMBALA HOUSING ESTATE TITLE NUMBER KILIFI / MTWAPA /867 Drawn by: Nabhan Swaleh Advocate Corporate Insurance House 1 st Floor Mvita Road Mombasa Kenya

2 This agreement is made the day of.201 Between : (1) Kikambala housing Estate limited P.O. box : Mombasa (hereinafter called Vendor which expression shall where the context so permits include its successors in title and assigns ) of the one part; AND (2).. P.O. box :.- Id. / passport number / pin number././ (hereinafter called The Purchaser which expression shall where the context so permits include his personal representatives and assigns ) of the other part. WHEREAS: A. The vendor is registered as proprietor of the property known as Kilifi/Mtwapa/867 ( hereinafter referred to as The Property ) B. The vendor is obtained planning permission to construct on the property and is in the process of constructing on the property the Development. C. The purchaser aware and accepts that the Development is under construction and not complete and notwithstanding the purchaser has agreed to purchase house (hereinafter defined) D. The vendor has granted or intends to grant leases of other houses in the development other than the House hereby agreed to be sold to the purchaser. E. In consideration of purchase price to be paid by the purchaser to the vendor in the manner set out in this agreement, the vendor has agreed to sell to the purchaser the house on the terms, conditions covenant and stipulations set out herein.

3 IT IS HEREBY AGREED as follows: 1. DEFINITIONS: House means the House number /.. on Kilifi / Mtwapa/ 867 and shall have the same meaning as defined in the lease. Development means 308 houses comprising of 84 type A houses, 82 type B houses, 62 C houses, 80 D houses together with ancillary facilities as swimming pool, shopping mall, dispensary and kinder garden the common parts and all other improvements or at any time during the term erected and constructed on the property. Board Board of director of the Management Company; Buildings Means the buildings and improvements constructed and erected by the vendor on the land in accordance with the building Plans; Buildings Plans means the building plans. Completion date when the vendor s Architects issues a certificate of practical completion, which ever will be change house to house and will be mentioned in the each contract; Date of Handover means immediately the full payment of the purchase price is effected or after registration of lease whichever is earlier. Disbursement Means the cost and expenses listed in the Schedule of this agreement to be paid by purchaser; Land the vendor is registered proprietor of ALL THAT piece or parcel of land situated in Mtwapa and as more particularly known as title

4 number KILIFI / MTWAPA / 867 measuring approximately 6.5 of a hectare or thereabouts (together with the building and improvements erected thereon ) ( hereinafter referred the Property ). Lease means the lease to be granted by the vendor to the purchaser for nine hundred and ninety nine (999) years from completion at the annual rent of a peppercorn (if demanded), plus the payment of the service Charge ( as defined in the lease ) Purchase price means the sum of Kenya Shillings one million eight hundred thousand ( 1,800,000/=); Vendor s Advocates Means Nabhan Swaleh Advocates, Corporate Insurance House 1 st Floor, Mvita Road, Off treasury Square road, Po box , Mombasa Purchaser s Advocates Means Nabhan Swaleh Advocates, Corporate Insurance House 1st Floor, Mvita Road, Off treasury Square road, Po box , Mombasa 1.2 All references in this agreement to a statutory provision shall be constructed as including references to All statutory instruments or orders made pursuant to a statutory provision and Any statutory provisions of which a statutory provision is a consolidation, re-enactment or modification. 1.3 Clause headings in this agreement are for ease of reference only and do not affect the construction of any provision herein.

5 2. PURCHASE PRICE 2.1 The purchase price shall be paid by the purchaser as follows: Kenya Shillings three hundred thousand (Kshs. 300,000/=) shall be paid on or before the execution of this Agreement. ( receipt whereof is hereby acknowledged) Balance The balance of the purchase price being the sum of Kenya Shillings one million five hundred thousand/=(kshs. 1,500,000/=) shall be paid to the Vendor s advocates by three equal monthly installments of Kenya Shillings five hundred thousand (Kshs. 500,000/=) starting on the and thereafter on the 30 th day of each succeeding month until payment in full In the event the purchaser shall seek financing, from the vendor ; Kenya Shillings five hundred thousand (Kshs. 500,000/=) shall be paid on or before the execution of this Agreement. (receipt whereof is hereby acknowledged) Balance- The balance will be paid Kenya shillings twenty five thousand ( Kshs. 25,000/=) every month during 90 months. All purchasers has to give a postdated cheques for the balance payments. 2.2 In the event that any moneys due as part of the purchase Price hereinabove reserved remains unpaid by the purchaser seven (7) days after the due date for payment of the same interest shall begin to accrue on such due amount at the rate of 3% per month from the due date until payment in full both days inclusive. 2.3 The vendor is hereby authorized to utilize the payments received in the completion of the development.

6 2.4 The purchaser understands that some aspects of the infrastructure for the overall project will be completed at the end of the practical completion. 3. SALE OF HOUSE: 3.1 The interest sold in the house is leasehold; 3.2 The sale of the house is subject to the Law Society Conditions of sale (1989 Edition) in so far as they are not inconsistent hereof; 3.3 The said house is sold with vacant possession on completion; and 3.4 The purchaser shall not be entitled to vacant possession of the House until he/she has paid the purchase price and all other outgoings including interest (if any) together with the costs as set out in Special Condition 1 below and schedule hereto having been paid in full by the purchaser or after the completion of the registration of the lease. 3.5 The House is sold subject to: The covenants, terms, conditions, stipulations, restrictions and rights as provided and reserved in the lease; All subsisting easements, quasi-easements and rights of way (if any); and Any provisional liability or assessment for road or sewerage charges. BUT Otherwise free from encumbrances. 3.6 The sale includes no movables.

7 3.7 The purchaser agrees and confirms that (save for the provision of clause 2.3 hereof ) Has inspected the sample house and plans of the Premises and purchases the Premises with full knowledge of its actual size and shall take the house as it appears on the plan; Has entered into this agreement solely as a result of his own survey and inspection as aforesaid and on the basis of the terms of this agreement and not in reliance upon any warranty representation or confirmation either written or oral or implied or made by or on behalf of the vendor Each of the parties hereby agrees confirms for the purposes of the Law of Contract Act ( Chapter 23, Laws of Kenya) that he or she ( as the case maybe ) has executed this agreement with the intention to bind himself or herself (as the case maybe) to the contents hereof This agreement constitutes the whole and any agreement between the parties hereto relating to the lease of the Premises and supersedes and extinguishing any prior agreements, undertakings, representations, warranties and arrangements of any nature whatsoever whether or not in writing relating to the lease of the Premises. 4. GRANT OF LEASE 4.1 The transfer of the house shall be by way of the grant of the lease from the vendor to the purchaser in consideration of the payment of the Purchase Price in full as provided herein.

8 4.2 The stamping and registration of the Lease and any discharge thereof shall be conducted by the Vendor s Advocates but at the Purchaser s cost and such stamping and registration shall only take place after the Purchaser has made all the payments required for purpose of stamping and registration of the Lease as provided for in clause 2 of the special conditions herein. 5. DEVELOPMENT BY VENDOR 5.1 The vendor will undertake the developments and constructions of the 308 Houses as more particularly detailed in the plans available at the site office at the development available for inspection by the Purchaser and the purchaser shall be deemed to have approved and accepted the same prior to the execution of this agreement. The vendor hereby covenants and undertakes to complete the works and finishes on the said House in accordance with good workmanship; and 5.2 The vendor shall not be liable for any damages, loss, costs or expenses, whatsoever or howsoever incurred or suffered by the Purchaser by reason of any defects or other faults which shall appear or occur in the house after six (6) months from the date of the Purchaser taking possession notwithstanding that the house and the buildings in the development are newly built by the vendor. Any defects or defaults arising and which have been notified in writing to the vendor within the period aforesaid shall be rectified by the vendor at no cost to the purchaser save if such defect or defaults is caused by any act or omission of the Purchaser. It is hereby agreed and understood that if the vendor shall not have, completed the rectification of the said defects or faults to the reasonable satisfaction of the Vendor s

9 architects within a reasonable time after receiving a schedule of defects certified by the said architect and delivered to the vendor then the purchaser shall be at liberty to rectify the defects himself using services of workman approved by the vendor, and vendor shall forthwith on demand reimburse to the purchaser all cost of rectifying aforesaid defects or faults. 6. MANAGEMENT COMPANY 6.1 The development shall be managed accordance with the rules and antmemorandum and articles of association of the management company. 6.2 The purchaser shall be entitled to shares pro-rata to the number of units purchased in the Management company upon registration of the lease in favor of the purchaser. 6.3 In the event the purchaser shall be more than one person, then the purchaser shall be entitled to nominate one of them to be appointed a director of the Management Company. 6.4 The purchaser hereby undertakes and covenants that in the event that the Purchaser shall hereafter sell the house such sale shall always be subject to the purchaser also transferring the Purchaser s shares in the Management Company to the new purchaser of the house. 7. RERVERSIONARY INTEREST 7.1 The parties agree that the vendor will sell and transfer the reversion expectant upon and the land to the management company for the sum of Kenya Shillings three hundred thousand ( Kshs.

10 300,000/=) with in ninty (90) days of the last leases being registered to the respective purchaser of the houses in the development. 7.2 The vendor hereby covenants with the purchaser that it shall do all things required and necessary to insure the reversionary interest in transferred to the Management Company within the said period subject to payment by the purchaser of his or her proportionate share of the cost and expenses thereof. 8. SERVICE CHARGE The purchaser hereby undertakes to be paying periodical service charges in respect of the House to the management company as will be determined by the Management Company time to time. The purchaser shall also before taking possessions of the House pay to the vendor and/or management company a sum of Kenya Shillings twelve thousands (Kshs. 12,000/=) to be held by the vendor and/ or Management Company to the credit of the purchaser on account of the said service charges. 9. ENTIRE UNDERSTANDING 9.1 This agreement embodies the entire understanding of the parties and there are no other agreements between the parties relating to the subject matter of this agreement. 9.2 No amendments or modification of this agreement shall be valid or binding on any party unless the same: a. is made in writing; b. refers expressly to this agreement; and

11 c. is signed by the party concerned or its or his duly authorize representatives 9.3 Upon registration of the lease if there shall be any inconsistency between the provisions of this agreement and the provisions of the lease, provisions of the lease shall prevail. 10. EXECUTORY AGREEMENT 10.1 This agreement is an executory agreement only and shall not operate nor be deemed to operate as a lease of the premises Purchaser shall not be entitled to occupation or possession of the premises until the entire purchase price has been paid lease registered. SPECIAL CONDITIONS 1. The purchaser shall execute the lease for the house and shall pay all costs related to the completion of the valuation for the house by the government Chief land valuer and the disbursements contained in the schedule hereto within seven (7) days of the Vendor s Advocates being ready to proceed with registration and the vendor s Advocates shall thereafter arrange for the stamping and registration of the same at the Lands office in accordance with the provisions herein. 2. The purchaser shall bear the following costs; a. Copying and binding charges; b. Postage and incidentals; c. 12% d. Provisional stamp duty on the lease; e. Registration fees f. Legal Fees for drawing and registering the lease

12 g. Purchaser s costs and/or Proportionate share of the cost for - Incorporation of the Management Company - Purchase of the Reversionary Interest - Deposit of the service charge - Deposit for water & electricity 3. Rents, rates and outgoing shall be apportioned as between the parties from the date of execution of the lease. 4. If for any cause whatsoever other than non-completion caused by the default of the Vendor the transaction shall not complete on the completion date: 4.1. The vendor shall be entitled to serve Notice in writing upon the purchaser to complete this transaction within twenty one (21) days from the date upon which such notice is served on the purchaser. If the purchaser shall fail to complete this transaction before the expiry of the said notice then the vendor shall be entitled at its sole discretion either: a. To extend to time for completion; or b. To rescind this agreement upon giving seven (7) days notice in writing in that behalf to the purchaser In the event the vendor shall extend the time for payment the Purchaser shall pay the vendor interest on any moneys due under this agreement remaining unpaid at the rate specified computed from the date such payment is due until the date of payment in full both days inclusive. For the avoidance of doubt the purchaser hereby agrees that such interest shall automatically start accruing immediately at the

13 rate of 3% per month on any payment which is due and is not paid on the due date In the event the vendor shall rescind this agreement due to the default of the Purchaser as aforesaid then 10% of the purchase price shall be forfeited by the purchaser to the vendor as agreed liquidated damages and the other payments (if any) paid by the purchaser to the vendor less a further amount Kenya Shillings Thirty Thousand (Kshs. 30,000/=) for the fees of the vendor s advocates which shall be payable by the purchaser for such failed transaction shall be returned to the purchaser without interest thereon and this agreement shall then absolutely determine. 5. In the event the vendor shall be in breach of its obligations under this agreement and the purchaser shall elect to rescind this agreement the vendor shall pay back monies received toward the purchase price including the deposit to be refunded to the purchaser within 90 days from the date of such rescission and this agreement shall henceforth become null and void and neither party shall have any further claims against the other of interest, profit, or any other compensatory head whatsoever. However, if the vendor shall delay the handover of the house on the completion date and if the purchaser shall opt to proceed with the transaction then the vendor shall pay the purchaser Kshs. 10,000 monthly being agreed liquidated damages for the delay until completion of the house. 6. The purchaser hereby acknowledges that the documents relating to this transaction prepared by the vendor s advocates are standard documents to be executed also by all purchasers of the

14 other units and purchaser accepts them as they are. The vendor confirms that such other documents relating to this transaction will not contravene the provisions of this agreement. 7. Time shall be deemed to be of the essence for all purposes of this agreement. 8. If any term or condition of this agreement shall to any extend be found or held to be invalid or enforceable, the parties shall negotiate in good faith to amend such term or condition of this agreement so as to be valid and enforceable. 9. If any term or condition of this agreement shall to any extend be invalid or unenforceable, the reminder of this agreement shall not be affected and each other term and condition shall be valid and enforceable to the fullest extend permitted by law. 10. Risk for the house shall pass to the Purchaser on the date of handover of the same to the purchaser by vendor. 11. If any dispute, difference or question shall arise whether during continuance of this agreement or upon or after its determination between parties hereto touching or concerning this agreement or as to any other matter in any way connected with or arising out of or in relation to the subject matter of this agreement such dispute, difference or question whatsoever shall be referred to an arbitrator under the rules of the arbitration act 1995 of Kenya or any statuary modification or re-enactment for the time being in force, such arbitrator to be appointed by agreement of both parties and in the absence of agreement within (14) fourteen days of the notification of the dispute by either party to the other then on the application of any one party to the Chairman of the Chartered Institute of Arbitrators (Kenya

15 Branch) he/she will appoint an arbitrator and the decision of such arbitrator shall be final and binding on the parties hereto. 12. This agreement shall be governed by the Laws of Kenya. THE SCHEDULE HEREINBEFORE REFERRED TO: The purchaser shall pay the Vendor s Advocates charges in connection with this transaction as follows, payable on the execution this agreement, The cost are as follows;- a. Incorporation Of Management Company Kshs 1,000 b. Transfer of reversionary Interest Kshs. 1,000 c. Stamp duty on agreement sale Kshs. 200 d. Legal Fees for preparing the Lease Kshs. 30,000 e. Issuance of share certificate Kshs. 2,000 f. Registration Fees and disbursement Kshs. 3,000 g. Stamp duty on lease (provisional) Kshs. %2 pct h. VAT on legal fees Kshs.. i. Water deposit Kshs. 5,000 j. Electricity deposit Kshs. 10,000 k. Service charge deposit Kshs. 12,000 IN THE WITNESS WHEREOF the parties hereto have hereunto set their respective hands the day and year first hereinbefore written: Signatures and stamps and seals..