MEMORANDUM OF AGREEMENT OF SALE - Pam Golding Properties

MEMORANDUM OF AGREEMENT OF SALE
Made and entered into by and between
THE SELLER
And
THE PURCHASER

1. DEFINITIONS AND INTERPRETATIONS
1.1 Captions have been inserted for the purposes of convenience only, do not
form part of this agreement, and are to be entirely disregarded in the
interpretation thereof.
1.2 In this agreement, unless the context otherwise requires, expressions
denoting any genders shall include the other genders, the singular shall
include the plural and vice versa, a natural person shall include an artificial
person and vice versa.
1.3 The following terms and expressions shall have the meanings set out
respectively hereunder and cognate expressions shall bear corresponding
meanings :
1.3.1 The SELLER means HENEB FINANCE (PTY) LTD, A COMPANY DULY
INCORPORATED WITH LIMITED LIABILITY, HAVING REGISTRATION
NUMBER 1993/000143/07 AND HEREINAFTER REPRESENTED BY ERASMUS
ALBERTUS ROOS DULY AUTHORISED HERETO BY RESOLUTION.
OF 6 FRANGI PANI, VREY STREET, BEYERSPARK, BOKSBURG.
1.3.2 The PURCHASER means
NAME: __________________________________________________
IDENTITY NUMBER: ________________________________________
REGISTRATION NUMBER: __________________________________
OF (ADDRESS) ____________________________________________
TELEPHONE NUMBERS (BUSINESS) ___________________________
(HOME) __________________________________________________
(FAX) _____________________________________________________
MARRIED/SINGLE/ (In/Out Community of Property)
1.3.3 The PROPERTY means The unimproved immovable property being Erf
_______ in the TOWNSHIP MEASURING _______ square meters in extent;
1.3.4 The TOWNSHIP means LAKEFIELD EXTENSION 58
TOWNSHIP
also known as CHAMPS DU LAC;

1.3.5 The PRICE shall mean the sum of R____________
(words____________________________________________________)
inclusive of Value Added Tax ;
1.3.6 The ACT shall mean the alienation of Land Act No 68 of 1981 (as
amended);
1.3.7 INITIAL DEPOSIT shall mean the sum of R_____________
(words____________________________________________________);
1.3.8 The PARTIES means the PURCHASER and the SELLER.
1.3.9 The CONTRACTOR means RAZZ CONSTRUCTION PROJECTS (PTY) LTD
t/a RAZZ PROJECTS, REGISTRATION 2005/024096/07;
1.3.10 The CONVEYANCER means SHERYL DE KLERK, ATTORNEY, NOTARY AND
CONVEYANCER, 2 VAAL ROAD, FARRARMERE, BENONI, TELEPHONE 011
849-8345, FAX 011 425-2044, EMAIL sdeklerk@legalcom.co.za;
1.3.11 The AGENT means ___________________________________ ;
1.3.12 COMMISSION means R_________________ (inclusive of VAT);
1.3.13 THE LOAN means a loan by a registered Bank or other approved
Financial Institution to be secured by a mortgage bond to be
registered over the property in an sum of
R_______________________________.
2. SALE
2.1 The SELLER hereby sells to the PURCHASER who hereby purchases from the
SELLER, the PROPERTY, for the PRICE and upon the terms and conditions
herein set out.
2.2 The PRICE shall be paid as follows:

2.2.1 In cash upon signature hereof the INITIAL DEPOSIT, to the
CONVEYANCER who shall hold same in an interest bearing account
for the benefit of the PURCHASER;
- as a stakeholder for the benefit of the SELLER or PURCHASER
dependent on whichever of the two becomes entitled thereto,
but as agent for neither, for the release to the SELLER’S order, upon
the property becoming registrable as contemplated in Section 26
of the ACT or upon cancellation in terms of this Agreement, by
reason of the PURCHASER’S default.
- The PARTIES hereby grant to the CONVEYANCER the authority to
invest the initial DEPOSIT with a registered bank or financial
institution in terms of Section 78(2)(A) of the Attorneys Act No 53 of
1979 (as amended), in a special savings account, on call.
2.2.2 The PURCHASER shall furnish a guarantee for payment of the
balance of the PRICE within 15 (FIFTEEN) days of the official
granting of a bond as contemplated in Clause 6.1.2, or in the
event of a bond not being required, within 30 (THIRTY) days of
signature of this agreement.
2.3 The PROPERTY is sold VOETSTOOTS and subject to the conditions and
servitudes mentioned or referred to in the current and prior title deeds of the
property, of which this property forms part, or any township or town planning
or zoning conditions relating thereto and to such conditions of establishment
and to all such other conditions and servitudes as may exist or be stipulated
by the competent authorities in regard thereto.
3. POSSESSION AND OCCUPATION
Possession and occupation of the property shall be given to the PURCHASER on
registration of transfer thereof into the name of the PURCHASER. From such date all
benefits and risks of ownership in respect of the property shall pass to the

PURCHASER, including the right to collect rentals accruing and the liability for any
rates and taxes, levies and any other imposts levied thereupon.
4. HOMEOWNERS ASSOCIATION
4.1 The SELLER shall cause to be constituted the HOMEOWNERS ASSOCIATION
upon such terms and conditions as the SELLER may deem fit for the purpose
of:
4.1.1 The control and maintenance of areas of common concern in the
TOWNSHIP;
4.1.2 The enforcement of rules regulating the architectural theme and
aesthetic requirements of the TOWNSHIP;
and to achieve such purposes, the HOMEOWNERS ASSOCIATION shall be
entitled and empowered to inter alia levy charges upon its members in order
to achieve such purposes.
4.2 The PURCHASER shall be obliged and hereby undertakes to subscribe to
membership of the HOMEOWNERS ASSOCIATION upon demand and upon
such terms as the SELLER may direct, and agrees to sign all such documents
and do all such things as may be necessary, with due expedition, in order to
fulfill the PURCHASER’S obligations in terms hereof.
4.3 The PURCHASER further acknowledges that:
4.3.1 neither the PURCHASER nor the PURCHASER’S successors in title, or
assigns, shall have the right to take transfer of the PROPERTY without
first having become a member of the HOMEOWNERS ASSOCIATION ;
4.3.2 neither the PURCHASER nor the PURCHASER’S successors in title will
have the right to transfer the PROPERTY to any other party until or
unless all amounts then due and payable to the HOMEOWNERS

ASSOCIATION have been paid in full and the HOMEOWNERS
ASSOCIATION has issued a CLEARANCE CERTIFICATE to that effect.
4.4 The SELLER shall be entitled to cause the conditions referred to above, or
such similar conditions as the SELLER may deem fit, to be included into the
title deed of the PROPERTY by way of insertion into the relevant Power of
Attorney to pass transfer or by Notarial deed or in such other manner as may
be consistent with law.
5. ARCHITECTURAL THEME AND AESTHETICS
5.1 The SELLER has determined the architectural theme and aesthetic design
parameters of the development and the PURCHASER and the PURCHASER’S
successors in title shall be obliged to construct improvements on the
PROPERTY in accordance with such architectural theme and aesthetic
design, and shall not be entitled to alter or make additions to the
improvements on the PROPERTY in contravention of such theme and design
without the approval of the HOMEOWNERS ASSOCIATION.
5.2 Any plans prepared by or on behalf of the PURCHASER in respect of any
improvements to be affected on the PROPERTY shall be approved by the
SELLER, and after its constitution, the HOMEOWNERS ASSOCIATION, in its sole
and absolute discretion and the PURCHASER shall not be entitled to
commence with any building operation, or alteration until such time as the
plan has been so approved in writing, and the relative local authority has
also done so.

6. CONDITIONS PRECEDENT
6.1 This agreement is subject to the following conditions:
6.1.1 BUILDING CONTRACT
6.1.1.1 That the PURCHASER enter into a building contract with
the CONTRACTOR for the erection of a dwelling on the
PROPERTY in accordance with the prescribed
architectural theme aesthetics, no less than 200 square
metres in extent, within 90 (NINETY) days from the date
of signature of this agreement. This contract will be at
market related price and construction of the dwelling
must commence within ………. Months of signature of
this contract.
6.1.1.2 Should the building contract, entered into between the
PURCHASER and the CONTRACTOR, be subject to any
conditions, and which conditions are subsequently not
fulfilled, (including, but not limited to the PURCHASER
obtaining a bond or other suitable finance for the
erection of the dwelling contemplated therein), and the
said building contract lapsing, or being cancelled, then
the condition contemplated in this Clause, shall be
deemed to be unfulfilled.
6.1.2 OBTAINING A MORTGAGE BOND
6.1.2.1 That the PURCHASER (or the SELLER or agent on behalf
of the PURCHASER), obtain approval by no later than 30
(THIRTY) days after signature hereof, of THE LOAN by a
registered bank or other approved financial institution
upon the security of a first MORTGAGE BOND to be

egistered over the PROPERTY at such rates of interest
and on such conditions as are stipulated by the bank or
financial institution to which such application for the
loan is made. The PURCHASER undertakes to sign all
documents and to furnish all documents and/or
information which the bank or financial institution may
require in order to obtain the mortgage bond.
6.1.2.2 This suspensive condition shall be deemed to have been
fulfilled in the event of such loan being approved
subject to the PURCHASER’S spouse (or any of the
directors and/or shareholders and/or members of the
PURCHASER as the case may be), interposing him/herself
as surety for and co-principle debtor in solidum with the
PURCHASER for the fulfillment of all of the PURCHASER’S
obligations under and in terms of the mortgage bond.
6.1.3 SALE OF PURCHASER’S PROPERTY
6.1.3.1 That the PURCHASER’S property known as
___________________________________________________and/or
situate at_________________________________________________ be
sold within a period of 60 (SIXTY) days from date of signature of
this Agreement.
6.1.3.2 The SELLER shall be entitled to give the PURCHASER notice at
any time to either fulfill the aforesaid condition, or alternatively
waive the benefit thereof, within a period of 72 (SEVENTY TWO)
hours after receipt of such notice, failing which the SELLER shall
be entitled to resile from this agreement.
6.2 GENERAL TO CONDITIONS PRECEDENT

6.2.1 The PURCHASER may at any time prior to the fulfillment of the above
suspensive conditions, advise the SELLER in writing that the
PURCHASER waives the benefit of such conditions, in which event this
agreement will no longer be subject to such conditions.
6.2.2 Should any of the suspensive conditions not be fulfilled within the
periods contemplated therein, either party shall be entitled to resile
from this agreement by giving the other party written notice to that
effect.
7. RE-SALE OF PROPERTY BY PURCHASER
7.1 In the event that the PURCHASER, after having taken transfer of the
PROPERTY as contemplated herein, wishes to sell the PROPERTY to a third
party, prior to the final completion of the building contract, and the
fulfillment of all the obligations of both the PURCHASER and the
CONTRACTOR in accordance therewith, the prospective PURCHASER of the
PROPERTY shall be obliged to take over all the terms and conditions of the
building contract and shall further be obliged to satisfy the CONTRACTOR
that such prospective PURCHASER shall be competent and able to fulfill
same.
7.2 Until such time as sub clause 7.1 has been fulfilled, the PURCHASER shall not
be entitled to dispose of the PROPERTY without the express written consent of
the SELLER first being had and obtained, and the SELLER may, be entitled to
prevent the PURCHASER from disposing of the PROPERTY until such time as
sub clause 7.1 above has been fulfilled.
8. TRANSFER

8.1 Transfer of the PROPERTY shall be affected by the Conveyancers within a
reasonable time after the PURCHASER has complied with the Provisions of
Clause 2.2.
8.2 All costs relating to the registration of the transfer of the PROPERTY, and,
where appropriate, the registration of the mortgage bond to be registered
over the PROPERTY in order to secure payment of the sums due in terms of
this agreement shall be paid by the PURCHASER who shall deposit same with
the Conveyancers by no later than the date upon which the PURCHASER is
obliged to secure payment of the PRICE in terms of this agreement.
9. BREACH
9.1 Should the PURCHASER fail to pay the amount referred to in Clause 2.2.1, or
to furnish the guarantees referred to in Clause 2.2.2 above by the dates
mentioned therein, or fail to comply with any other obligation in terms of this
contract, within 10 (TEN) days of the date of dispatch by prepaid registered
post, or the date of transmission by facsimile, or the date of hand delivery of
written notice requiring the PURCHASER to carry out the obligations in
question, then and in such event, the SELLER shall be entitled, without
prejudice to any other rights which the SELLER may have available at law, to
:
9.1.1 Terminate this agreement, and withdraw therefrom and claim and
recover from the PURCHASER such damages as the SELLER may have
sustained as a result of the PURCHASER’S breach of contract, in which
event the SELLER shall be entitled to cause all amounts previously paid
by the PURCHASER in terms of the agreement to be retained in Trust
by the CONVEYANCER until such time as the SELLER’S damages have
been determined and thereupon to set off such damages as against
the aforesaid amounts retained in Trust.
OR
9.1.2 Enforce specific performance of the terms hereof, including without
derogating from the generality thereof, full payment of the balance

of the PRICE and all other amounts payable in terms of this
agreement by the PURCHASER, then outstanding against tender by
the SELLER to also perform in terms of this agreement.
9.2 In the event of the Purchaser re-selling the Property or selling a controlling
interest in the Property within a 24 (twenty four) months after the conclusion
of this agreement, or before all erven in Lakefield Extension 58 Township
have been developed, whichever is the later, the Seller shall have the
exclusive right to market and introduce a buyer for the Property, in which
event, the Seller shall be entitled to an Agent’s commission equal to 7.5% of
the selling price of the Property, excluding Value Added tax.
10. AGENT
10.1 The PARTIES record that they were introduced by the AGENT, who was the
effective cause of this agreement of sale.
10.2 COMMISSION shall be paid by the SELLER to the Agent on registration of the
transfer of the PROPERTY into the PURCHASER’S name upon which date the
AGENT shall be deemed to have earned the COMMISSION.
10.3 In the event of the agreement being cancelled at any time for any reason
whatsoever, or in the event of transfer not being effected, the AGENT shall
not be entitled to claim COMMISSION from the SELLER, but in the event that
the cancellation was effected as a result of the PURCHASER’S breach of
contract, the AGENT will in that event, be entitled to claim COMMISSION in
the amount aforestipulated from the PURCHASER.

11. DOMICILIUM CITANDI ET EXECUTANDI
11.1 For all purposes arising out of this contract, the parties hereby select as their
respective domicilium citandi et executandi, for the delivery of all notices
and/or processes in terms hereof the addresses allocated to the SELLER and
PURCHASER respectively under Clause 1 hereof.
11.2 All notices dispatched by pre-paid registered post to the domicilium citandi
et executandi shall be deemed to have received 4 (FOUR) days from the
date of posting thereof.
11.3 Any notice dispatched by facsimile transmission shall be deemed to have
been received by the party to whom it is transmitted, on the day following
the transmission thereof.
11.4 Any notice delivered by hand shall be deemed to have been received on
the date of delivery thereof.
11.5 Either party may from time to time change their domicilium citandi et
executandi to another address within the Republic of South Africa by
delivery of written notice to the other party to that effect.
13. CONSENT TO JURISDICTION
13.1 The parties hereby consent to the jurisdiction of the Magistrate’s Court in
respect of any action or proceedings which may be instituted by either one
against the other arising out of or in connection with this agreement.
13.2 This consent shall be deemed to be written consent by both parties as
contemplated in terms of Section 45 of Act No 32 of 1944 (as amended).
14. GENERAL

14.1 This agreement of sale constitutes the entire contract between the parties
and no other condition, stipulation, warranty or representation whatsoever
shall be of any force or effect other than are included herein.
14.2 No alteration, variation or novation of this agreement, or any alleged
cancellation by mutual consent, shall be of any force or effect unless
reduced to writing and signed by both parties.
14.3 Any relaxation which the SELLER may give at any time or any extension of
time which the SELLER may grant to the PURCHASER, shall not prejudice any
of the SELLER’S rights under and in terms of this agreement in any manner
whatsoever nor shall it be regarded as a waiver or novation of any of the
SELLER’S rights in terms hereof.
THUS DONE and SIGNED at ____________________________ on this the ____________ day of
___________________ 2006.
AS WITNESSES :
1. ________________________
2. ________________________ ______________________________
PURCHASER

THUS DONE and SIGNED at _____________________________ on this the __________ day of
_____________________ 2006.
AS WITNESSES :
1. ________________________
2. ________________________ _____________________________
SELLER
THUS DONE and SIGNED at ______________________________ on this the ___________
day of _______________________ 2006.
AS WITNESSES:
1. ________________________
2. ________________________ ________________________________
SELLER
THUS DONE and SIGNED at ______________________________ on this the ___________
day of _______________________ 2006.
AS WITNESSES:
1. ________________________
2. ________________________ ________________________________
AGENT