NAMIBIA REAL ESTATE. Please note that:

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1 1 NAMIBIA REAL ESTATE Take note that once completed and signed by both the Purchaser and Seller this document will become a binding contract. (Initial each page, full signatures of both Seller and Purchaser together with witnesses at the end of the agreement in the provided areas, date on which the agreement was signed.) Should you be unsure about completing the contract or if you may need an explanation on any legal terms, please consult with a conveyancer before signing the document. (Please note this contract is NOT suitable to use for the sale of member s interest in a close corporation or the sale of shares in a company where the intention is for the property to change hands by means of the sale of the member s interest or shares in the legal entity) To give effect to the contract it must immediately be faxed, ed or hand delivered to a conveyancer who must attend to the registration of the Property in the office of the Registrar of Deeds and look after the interests of the parties. Please note that: Parties are free to instruct a specific firm/conveyancer of their choice to attend to the transfer of the property; In Namibia it is general practice for the Seller to nominate the conveyancer; The parties may, however, contractually agree to use the services of a specific conveyancer or agree that the Purchaser, who is usually liable for the registration fees and costs, may nominate the conveyancer. The appointed conveyancer has a duty to act in the best interests of both the Seller and the Purchaser; Complete the particulars of the conveyancer who will attend to the registration and transfer herein in clause 4 of the agreement and fax, or hand deliver the signed contract to the conveyancer as soon as possible after signature by both Parties. Supplied Courtesy of Ellis Shilengudwa Inc. Attorneys - Conveyancers - Notaries 8 Sinclair Street, Windhoek, Namibia Tel: Fax: convey@ellisnam.com 1

2 2 OFFER TO PURCHASE WHICH CONSTITUTES AN AGREEMENT OF SALE UPON ACCEPTANCE BY THE SELLER made and entered into by and between Name: Date of Birth: ID No: And Name: Date of Birth: ID No: Address: W: Cell: (hereinafter collectively referred to as the "PURCHASER") AND Name: Date of Birth: ID No: And Name: Date of Birth: ID No: Address: W: Cell: (hereinafter collectively referred to as the "SELLER") WHEREAS the SELLER agrees to sell to the PURCHASER who agrees to buy the under-mentioned property (hereinafter called the Property) upon the following terms and conditions; 2

3 3 NOW THEREFORE IT IS AGREED AS FOLLOWS: 1 PROPERTY The Property hereby sold is described as: 1.1 Certain Sectional Title Unit, consisting of: Section No, as indicated and more fully described on Sectional Plan No / in the building or buildings known as situated in in the Municipality of in the region of which Section the floor area, according to the said Sectional Plan is square metres, together with An undivided share in the common property in the land and building or buildings apportioned to the said Section in accordance with the participation quota as specified in the Schedule to the Sectional Plan and held by the SELLER by virtue of Certificate of Registered Sectional Title No / ( ) UNIT dated, and, subject to the conditions contained therein, together with all fixtures and fittings of a permanent nature including electrical light fittings. 2. PURCHASE PRICE AND PAYMENT The purchase price is the sum of N$ ( NAMIBIAN DOLLAR), payment to be effected in the currency of the Republic of Namibia/South Africa and is payable free of any deductions or demand whatsoever by the PURCHASER to the SELLER as follows: The full purchase price of N$ ( NAMIBIAN DOLLAR) is to be paid to the Seller against transfer of the Property into the name of the PURCHASER and to be secured in advance either by means of: cash payment into the trust account of the Conveyancer mentioned herein, or; a banker s or other approved guarantee(s) by the PURCHASER to the SELLER. Such guarantee(s) must be delivered by the PURCHASER, at the address of the Conveyancer mentioned herein, free of exchange and costs, within 10 (ten) days after being requested by the said Conveyancer. Transfer shall not be affected before: cash payment or deliverance of guarantees, as described above, was made for the full purchase price, and; costs referred to in clause 3 have been paid in full. 3

4 4 (Value Added Tax (VAT) is only applicable if the SELLER is registered as a Vendor under the Value Added Tax Act. In the event that the Receiver of Revenue finds that the transaction does indeed attract VAT, the SELLER would therefore be liable for the payment of VAT levied on the purchase price) 3. COSTS OF TRANSFER The PURCHASER shall pay all transfer costs incurred in respect of the transfer of the Property, including transfer fees and duty as well as stamp duty and all other costs of transfer and matters incidental thereto (save for cost arising from compliance with clause 15.2 (if applicable)), which amounts shall be paid immediately upon request by the Conveyancer mentioned in clause 4 hereunder. 4. TRANSFER Transfer of the Property shall be passed by the Conveyancer,, (Tel: ) and shall be given and taken within reasonable time after the PURCHASER having complied with the conditions in terms of clauses 2 and 3 hereof and as soon as possible after fulfilment of possible suspensive conditions as mentioned herein. As soon as the SELLER tenders transfer, the PURCHASER will be compelled to take all necessary steps and to perform all other actions in order to take transfer without any delay. 5. RISK AND POSESSION Risk and possession of ownership shall pass from the SELLER to the PURCHASER on date of registration of transfer of the Property in the deeds registry from which date the PURCHASER shall also receive all benefits in and from the Property. The SELLER s existing insurance cover over the Property shall remain in force until date of registration of transfer, or occupation, whichever is first, from which date the PURCHASER shall make his/her own arrangement for the necessary insurance cover. 6. OCCUPATION Occupation of the Property shall be given to the PURCHASER on date of registration of transfer of the Property at the Deeds Registry. If the date of registration does not coincide with the date of occupation, the party enjoying occupation of the Property whilst it is registered in the name of the other party, shall in consideration thereof pay in arrears to the other party occupational rental of 1% of the total purchase price per month, or a pro rata share thereof. 4

5 5 7. RATES AND TAXES The payment of all consumption accounts (including water and electricity), Rates, Taxes and local authority levies or payments due to the Body Corporate are for the account of the 7.1 SELLER up to date of registration of transfer 7.2 PURCHASER after the date of registration of transfer. In the case of occupation prior to registration, the SELLER shall be responsible for consumption accounts only up to date of occupation by the PURCHASER from which date the PURCHASER will become liable for the consumption accounts. The PURCHASER shall refund to the SELLER a proportionate share of the Rates, Taxes and other local authority levies or any other levies paid to the Body Corporate in advance upon the Property beyond the date of transfer. 8. VOETSTOOTS 8.1 The Property is sold as described in the existing Title Deed or Deeds thereof, and the Sectional Plans and Rules relating to the Scheme, and is subject to all conditions, servitudes (if any) attaching thereto or mentioned or referred to in the said Title Deed or prior Deeds, Sectional Plans and Rules. The SELLER shall not be liable for any deficiency in extent or error in description which may be revealed upon any resurvey nor shall the SELLER benefit by any possible surplus, and the PURCHASER acknowledges that he/she has fully acquainted himself/herself with the Property. 8.2 The Property is further sold "voetstoots" and as it is. The SELLER gives no warranty in regard to the buildings and any improvement upon the Property. The SELLER shall not be liable for any defects in the Property, either latent or patent. 8.3 The SELLER further warrants that the Property will be free of all encumbrances upon date of registration of transfer. 9. BREACH In the event of the PURCHASER failing to fulfil on due date any of the material terms and conditions of this Deed of Sale and remains in default after 14 (fourteen) days'written notice to remedy such breach, the SELLER shall have the right either: 9.1 to cancel the sale by registered letter addressed to the PURCHASER, in which event the PURCHASER shall forfeit all monies paid to the SELLER in terms hereof, without prejudice to the SELLER's other legal rights and remedies and the right to claim damages; or 9.2 to claim immediate payment of the whole of the purchase price and the fulfilment of all terms and 5

6 6 conditions hereof. It is particularly agreed upon that if there is more than one PURCHASER to this Agreement, then and in such case, they will be liable jointly and severally in solidum. In the event of the SELLER failing to fulfil on due date any of the material terms and conditions of this Deed of Sale and remains in default after 14 (fourteen) days written notice to remedy such breach, the PURCHASER or his/her Agent shall have the right either: 9.3 to cancel the sale by registered letter addressed to the SELLER in which event the SELLER shall repay all monies paid to him/her in terms hereof, without prejudice to the PURCHASER's other legal rights and remedies and the right to claim damages; or 9.4 to claim immediate transfer of the Property into the name of the PURCHASER, and the fulfilment of all the terms and conditions thereof. 10. AGENT'S COMMISSION (DELETE AND INITIAL THE SUB CLAUSE WHICH IS NOT APPLICABLE) 10.1 The PURCHASER hereby warrants that no estate agent was instrumental in the conclusion of this agreement and specifically indemnifies the SELLER against claims from any estate agent arising from the sale and purchase of the abovementioned Property to the PURCHASER. or 10.2 The SELLER shall pay the Agent's Commission of N$ ( Namibian Dollar) inclusive of VAT, which commission shall be deemed to have been earned upon the signature of this Deed of Sale by both parties, as well as the subsequent fulfilment of suspensive conditions herewith. The PURCHASER hereby warrants that (the Agent) from is the effective cause of the sale and hereby indemnifies and holds the SELLER free and harmless from and against any claim which may be made by any other Agent in respect of commission arising out of the sale of the Property where such other Agent claims to have actually introduced the PURCHASER to the Property and/or to the SELLER in connection with the transaction therein set forth. The SELLER hereby irrevocably instructs the Conveyancer to pay the commission to the Agent out of the proceeds of the sale against registration of transfer. The parties hereto furthermore agree that in the event of the sale being cancelled or transfer not being implemented as a result of any failure by the PURCHASER to carry out the PURCHASER's obligations hereunder, that the purchaser shall be liable to the sellers and/or the Agent for the agent's above-mentioned commission. 6

7 7 Should the sale be cancelled or transfer not be implemented as a result of any failure by the SELLER to carry out the SELLERS obligations hereunder, then the SELLERs shall be liable to the Agent for the agent's above mentioned commission. If not prohibited by the local authority (or Body Corporate), the agent is authorised to display a SOLD Board/Sign on the property for 30 (Thirty) days after the sale. 11. WHOLE AGREEMENT The parties agree that this Deed of Sale constitutes the entire contract between them and that there are no other disclosures, expressions, opinions, conditions, stipulations, warranties or representations whatsoever made, other than such as may be included herein and signed by the parties hereto. Neither of the parties relied in entering into this agreement on any such other disclosures, expressions, opinions, conditions, stipulations, warranties or representations which have not been incorporated into this agreement as warranties or undertakings. No variation or consensual cancellation of this agreement shall be of any force or effect unless reduced to writing and signed by both parties. 12. WAIVER Notwithstanding any expressed or implied provisions of the Deed of Sale to the contrary any latitude or extension of time which may be allowed by the SELLER in respect of any matter or thing that the PURCHASER is bound to perform or observe in terms hereof, shall not under any circumstances be deemed to be a waiver of the SELLER s rights at any time, and without notice to require strict and punctual compliance with each and every provision or terms hereof. 13. MAINTENANCE The SELLER shall, from date of signing of this Agreement to date of occupation by the PURCHASER, keep and maintain the Property and all the buildings and other improvements thereon, in a good state of repair and condition. 14. DOMICILIA AND NOTICES Both the SELLER and the PURCHASER choose domicilium citandi et executandi at the addresses on page 1 of this agreement at which any notice required to be given in terms of this agreement shall be deemed to be received after delivery thereof on the date of such delivery, or if send by pre-paid registered mail to such address, 7 (seven) days after the date of such posting. 7

8 8 15. SUSPENSIVE CONDITIONS 15.1 It is a suspensive condition of this Agreement that the PURCHASER shall be successful in obtaining a loan for the full purchase price from a financial institution, prevailing bank or building society against registration of a first mortgage bond over the Property. In the event of such loan not being obtained by the PURCHASER within 21 (twenty one) days from date of signature hereof, this Agreement shall not be binding on the parties and it will become null and void. This condition is to the sole benefit of the PURCHASER. The PURCHASER undertakes to apply for such loan forthwith and hereby authorises the Conveyancer to make the necessary enquiries at the financial institution/bank regarding the status of the loan This agreement is subject to the further suspensive condition that the SELLER, at his own costs, shall apply for, obtain and deliver, to the Conveyancer, a Building Clearance Certificate from the City of Windhoek within 30 (thirty) days from date of signature hereof or such later date as is agreed in writing between the parties. This condition is for the benefit of both parties and it is agreed that fulfilment of this condition shall not be waived. (DELETE SUB CLAUSE AND INITIAL NEXT TO IT, ONLY IF THE PROPERTY IS SITUATED OUTSIDE THE MUNICIPAL BOUNDARIES OF THE CITY OF WINDHOEK) 16 THE BODY CORPORATE AND ITS RULES 16.1 The PURCHASER hereby acknowledges that he/she is aware of the fact that the Management of rests with a Body Corporate It is recorded that the Body Corporate was established with the opening of the Sectional Title Register upon the first registration of transfer in the scheme. The PURCHASER will become a member thereof upon date of registration of transfer of the Property into the name of the PURCHASER. The PURCHASER will sign all the documents required by the Body Corporate which they deem necessary The rules of the Body Corporate are or will be available for inspection by the PURCHASER at all reasonable times. The PURCHASER acknowledges and agrees that he/she is aware of the provisions of the said Rules and agrees to be bound thereby. The PURCHASER binds himself/herself and his/her successors-in-title to the said Rules and accepts the Property subject to all the provisions of the Sectional Titles Act relating to the duties and powers of the body Corporate and the said Rules The PURCHASER agrees to abide by the Rules from date of transfer, or occupation, whichever date is first. 17. TENANTS (DELETE AND INITIAL THE SUB CLAUSE WHICH IS NOT APPLICABLE) 17.1 It is understood that there are no existing contracts with current and and/or future tenants 8

9 9 which are binding on the PURCHASER and the SELLER warrant that there will be no lease or rental agreements in place on the Property on date of registration. or 17.2 The Property is currently leased under an existing lease agreement to, the SELLER agrees to cede the lease to the PURCHASER on date of registration of transfer. 18. CHOICE OF LAW AND JURISDICTION 18.1 The proper law of this Agreement is the law of Namibia, and accordingly any dispute about this Agreement, including any dispute about its validity, existence, interpretation, rectification, breach or termination or any dispute about any matter arising out of this Agreement, its avoidance, interpretation, rectification, breach or termination shall be determined according to the laws of Namibia The parties submit to the jurisdiction of any Namibian Magistrate's Court having jurisdiction in respect of any matter arising from or in connection with this Agreement, including its termination, provided that nothing shall prevent a party from approaching the Namibian High Court for relief in appropriate circumstances, nor from being entitled to costs on the High Court scale of tariffs in that event. 19. SEVERABILITY 19.1 Each of the provisions of this Agreement shall be regarded as distinct and severable from the other provisions thereof, and shall be given effect to as such notwithstanding the manner in which it has been linked grammatically to any other provision of this Agreement If any one or more such provisions are found to be invalid or unlawful or unenforceable for any reason whatsoever, such finding shall in no way affect any other provision which shall continue to be of full force and effect. 20. VALIDITY OF OFFER This offer is irrevocable and expires at on the provided both parties sign this offer prior to its expiry, a binding Contract of Sale shall exists between SELLER and PURCHASER. The offer shall be deemed accepted on signature of the SELLER. 9

10 10 SIGNED at this day of AS WITNESSES: FOR THE PURCHASER SIGNED at this day of AS WITNESSES: FOR THE SELLER 10

11 11 PERSONAL INFORMATION FOR CONVEYANCING SELLER: 1. Full names: 2. Date of Birth: 3. Postal Address: 4. Telephone numbers: 5.1 Are you married? a) Yes / No b) In community of Property c) Out of community of Property (Delete whichever is not applicable) d) Other 5.2 If married: a) Full names of spouse: b) Date of Birth: 5.3 Place and date of marriage: 6. Body Corporate / Managing Agent contacts: 11

12 12 PURCHASER: 1. Full names: 2. Date of Birth: 3. Postal Address: 4. Telephone numbers: 5.1 Are you married? a) Yes / No b) In community of Property c) Out of community of Property (Delete whichever is not applicable) d) Other 5.2 If married: a) Full names of spouse: b) Date of Birth: 5.3 Place and date of marriage: 6. Bond/Financing 12