download the Agreement of Sale - Pam Golding Properties

AGREEMENT OF SALEPART 1CASA VALLEY (PROPRIETARY) LIMITEDREG NO: ___________________herein represented by WELLESLEY BAILEYin his capacity as Director duly authorized theretoby virtue of a Resolution by the Board of DirectorsAddress:c/o W Bailey Portion _________Farm ABEK HazyviewPostal address: P. O. Box 2106HAZYVIEW1242Tel: 013 – 737 8126Email:wgb@webmail.co.zaVAT REG NO: _________________(The SELLER / DEVELOPER)and2. Full Name: ......................................................................................................................................Identity No: ......................................................................................................................................(or date of birth, if no South African Identity Document issued)Marital Status: ......................................................................................................................................(Married in/out of community of property/by Islamic rites/marriagegoverned by the laws of another country(state which country). Divorced)Full name of nominee or spouse: ............................................................................................................................................................................................................................................................................(if married in community of Property or by law of foreign Country).Identity No/Registration No: .............................................................................................................Domicilium Address (i.e Physical Addres) .............................................................................................................................................................................................................................(The PURCHASER)PROPERTY:3.Portion ___________ (a Portion of Portion 25) of the Farm ABEK 6, Registration Division J.U.,Province of Mpumalanga, measuring: ______________ square metres, upon which the SELLER is inthe process of developing an ECO ESTATE to be known as BOGARTS VALLEY, as will more fully appearfrom copy of Surveyor General Diagram SG 656/2002 enclosed hereto marked annexure A.Page 1 of 16

(hereinafter referred to as “the STAND”)DEVELOPMENT APPROVAL4.4.1 It is recorded that the proposed development on the PROPERTY has been approved of by theMpumalanga Development Tribunal on the terms and conditions as reflected in an approvaldated 20 September 2006, copy of which is enclosed hereto marked Annexure B.4.2 It is recorded that an application is currently pending at the Tribunal to amend the approval asreflected in annexure B in principle to allow for the following amendment:4.2.1 The deletion of the definition Holiday Cottage so as to allow for permanent occupationin the development.4.3 This agreement is subject thereto that the Mpumalanga Development Tribunal consent to theaforesaid amendments within a period of 180 (ONE HUNDRED AND EIGHTY) days from date ofsale, failing which this agreement of sale shall automatically lapse, in which event the partiesshall have no further claims against each other and in which event any deposit as paid by thePURCHASER shall be reimbursed to the PURCHASER together with interest as earned thereon.INFRASTRUCTURE5.5.1 Infrastructure to the boundary of each STAND shall be installed by the SELLER within phasessuch phases to consist of the following:Phase 1: Portions _______ to ________ ;Phase 2: Portions _______ to ________ ;Phase 3: Portions _______ to ________ ;Phase 4: Portions _______ to ________ ;5.2 The services to the boundary of the STAND hereby sold shall be installed by the DEVELOPERwithin a period of ____________ days from signature hereof, such services andinfrastructure projects to consist of:5.2.1 Perimeter Fence (around the total development);5.2.2 Roadway and Culverts;5.2.3 Water connection;5.2.4 Electrical connection.5.2.5 Stormwater reticulation.5.3 All building works relating to the installation of infrastructure relating to the phase in whichthe STAND is situate, shall be completed within a period of ___________ days fromsignature hereof.SERVITUDES6.The STAND sold shall be subject to servitudes as reflected in annexure B – in this regard thePage 2 of 16

PURCHASER is specifically referred to item 3 thereof entitled Conditions to be registeredagainst the title deed and in particular the fact that all STANDS shall be subject to a servitude15 (fifteen) metres wide in favour of the Homeowners Association for purposes of the installationof services. The PURCHASER is referred to annexure C hereto, being a layout plan indicatingplanned roadways on the development in terms of which the following STANDS will be affected byroadways namely: 34, 35, 37, 38, 39, 40, 41, 42, 45, 46, 47, 48, 51, 53, 54, 56, 57, 58, 59, 60,61, 63, 64, 65, 66, 67, 68, 70, 71, and 72.PURCHASE PRICE:7.Total R ........................................................................................................ inclusive of Vat.Deposit R ..........................................................................................................................Balance R...........................................................................................................................CURRENT MONTHLY LEVY FOR THIS ERF:8.8.1 R ..............................................................................................................................inclusive of Vat (to be secured by a debit order on the purchaser’s bankers)8.2 Such levies will in due course be revisited and adjusted by the Homeowners Association inaccordance with Annexure D.9.BOND AMOUNT (SEE CLAUSE 25 TERMS AND CONDITIONS):_________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________10.FUTURE DEVELOPMENT10.1 The purchaser acknowledge having been advised that the Developer reserves the right toin future and within a period of 10 (ten) years from transfer of the last stand in thedevelopment, to apply to the relevant authorities for approval for the development of afurther 40 (forty) stands on the common property, which stands shall be situate within thearea as indicated on annexure C.10.2 Such a development shall be of the same standard and of the same Architectural design asstands in the current phase and all purchasers shall likewise be bound to the samestipulations as contained in this agreement of sale and annexures hereto.10.3 The purchaser undertakes to vote in favour of any resolution by the HomeownersAssociation for the alienation of such portion to the developer – subject to the disposalthereof being effected by the Homeowners Association to the SELLER (or his nominee) at aconsideration equal to the consideration due on loan account by the HomeownersAssociation to the SELLER in respect of the purchase price of the common property – suchto be set-off against each other.Page 3 of 16

10.4 The Homeowners Association shall only issue a clearance certificate allowing transfer of thestand to a third party once he has committed himself in writing to the stipulations ascontained in this clause.ANNEXURES TO THIS AGREEMENT11.1 Terms and Conditions of Sale.11.11.2 Annexure A – Surveyor General Diagram SG 656/2007.11.3 Annexure B – DFA Approval.11.4 Annexure C – Layout plan (indicating roadways and other amenities).11.5 Annexure D – Articles of Association Homeowners Association.Annexure D1 – House Rules.11.6 Annexure E – Architectural Design Guidelines.11.7 Annexure F – Building Contractors Rules and Regulations.SIGNED AT ON THIS DAY OF 2007WITNESS1. ________________________ ________________________________PURCHASER(If signing on behalf of a Company, Close2. ________________________ Corporation or Trust, I warrant that I am dulyauthorised to sign this Agreement).________________________________SPOUSE (if married in community of property)SIGNED AT ON THIS DAY OF 2007WITNESS1. ________________________ _________________________________SELLER(Warranting that he/she is duly authorised)2. ________________________Page 4 of 16

PART 2TERMS AND CONDITIONSThe seller hereby sells and the purchaser hereby purchases subject to the terms and conditions setout herein.THE PROPERTY1.Being the STAND as described aforesaid, which property shall specifically be subject to the followingstipulations namely:a. The Articles of Association of the Homeowners Association to be registered as an Section 21Company (Association not for gain), with Articles of Association to incorporate the provisionsas reflected in annexure D hereto, such to include House Rules as contained in annexure D1hereto and;b. The Architectural Design Guidelines as enclosed hereto marked Annexure E and as elaboratedon in clause 10 hereunder;c. The Building Contractors, Rules and Regulations as enclosed hereto marked annexure F;PURCHASE PRICE2.The purchase price (inclusive of Value Added Tax) is the sum stipulated in clause 7 Part 1 above.PAYMENT OF PURCHASE PRICEThe purchase price shall be paid as follows:3.3.1 Immediately upon signature of this agreement by the purchaser, the purchaser shall pay thedeposit in the sum stipulated as such in clause 7 Part 1 above to the transferring Attorneys,Viljoen Swanepoel, (Ref D Viljoen), Corner House, Cnr Russell and Nel Streets, Nelspruit,Telephone number: 013 752 2333, Fax number: 013 752 2344, Email: sarie@vilswan.co.za,Bank details: Standard Bank Nelspruit, Account number: 030 291 445, Branch code: 052852, to be held and invested by them in an interest bearing trust account, the interest toaccrue to the PURCHASER pending registration of transfer hereunder.3.2 The purchaser shall pay to the seller the balance of the purchase price in cash on registrationof transfer of the property to the purchaser, which balance shall be secured by a guarantee orguarantees acceptable to the seller and which shall be lodged with the seller’s attorneys within14 (FOURTEEN) days from request by the transferring attorneys (which request shall be madeonly once transfer becomes possible).Page 5 of 16

THE BOGART VALLEY LANDOWNERS ASSOCIATION4.4.1 Portion 74 (a Portion of Portion 25) of the farm ABEK 25 J.U. measuring 436,3601 hectares(the common property) shall be transferred to the COMPANY simultaneously with the transferof the first stand in the development at consideration of R____________________________.4.2 The Articles of Association of the Company shall be as set out in annexure D and thefollowing stipulations shall apply to such company.4.3 The PURCHASER agrees that:4.3.1 immediately on becoming the registered owner of the stand he will automaticallybecome a member of the Homeowners Association and will be bound by the Articles ofAssociation of the Homeowners Association;4.3.2 for as long as he is the registered owner of the stands he will remain a member of theHomeowners Association and be bound by its Articles of Association;4.3.3 should he sell the stand he will ensure that his purchaser is made fully aware of theassociation;4.3.4 prior to transfer he will not be entitled to sell, donate, grant any option or pre-emptiveright in respect of, alienate or transfer, or in any way deal with the stand without theprior written consent of the association which shall not be unreasonably withheld;4.3.5 the following provisions are to be inserted in the title deed to the stand in this form orin such form as may be determined by the Registrar of Deeds, and are imposed asconditions in favour of the association:4.3.5.1 the owner of the stand, or of any subdivision thereof, or of any sectional titleunit erected thereon or of any interest therein shall not be entitled to transferthe stand, or any subdivision thereof, or any unit, or any interest therein,without the prior written confirmation of the association that all amounts due tothe association by the owner have been paid;4.3.5.2 every owner of the stand, or of any subdivision thereof, or of any sectional titleunit erected thereon, or of any interest therein, shall automatically become andshall remain a member of the association and be subject to its Articles ofAssociation until he ceases to be an owner as aforesaid. Neither the erf nor anysubdivision thereof, nor any unit erected thereon, nor any interest therein, shallbe transferred to any person who has not bound himself to the satisfaction ofsuch association to become a member thereof;4.3.5.3 no improvement of any nature may be effected to the stand without the priorwritten approval of the association and any building plans in respect of anyimprovements to be erected on the stand shall be subject to the prior writtenapproval of the association;4.3.5.4 the owner of the stand shall not alter the access to the stand without the priorwritten consent of the association.4.3.5.5 the owner of the stand shall not make any application for the rezoning,consolidation or subdivision of the stand without the prior written consent of thePage 6 of 16

association.4.4 The above provisions are for the benefit of the Homeowners Association and constitute astipulatio alteri which it may accept at any time before transfer of the stand.OBLIGATION TO BUILD5.5.1 The purchaser undertakes that the erection of a dwelling house will commence within 3 yearsafter the date of registration of transfer of the stand to the purchaser, and will be completedwithin 12 months from such commencement. Completion shall have occurred only upon theissue of an occupational certificate by the local authority.5.2 Should the purchaser fail or neglect to erect a dwelling within the period stipulated in 5.1above, then the association shall be entitled to impose a penalty payable by the purchaser tothe association – which penalty shall at least be 3 (three) times the levy as payable by ownersof stands as improved.POSSESSION, RATES AND LEVIES66.1 The purchaser shall take possession and occupation of the stands on the date of registration oftransfer from which date all risk in and benefit of the property shall pass to the purchaser. Thepurchaser shall be liable for all rates and taxes and any other charges whatsoever levied uponthe property by the Government or Municipal or other competent authority from the date ofregistration of transfer (if any).6.2 The purchaser shall be liable for all levies in respect of the stand as imposed by the COMPANYas from date of registration of transfer into the purchaser’s name. The Association shall beentitled to require that the purchaser furnish an appropriate debit order drawn on thepurchaser’s bankers in respect of all future levies.6.3 The purchaser shall be entitled pending registration of transfer of the stand into the purchaser’sname to temporarily use the facilities and amenities in the estate upon such basis as may fromtime to time be prescribed by the seller or its nominee. Such right shall ipso facto cease andlapse should this agreement be cancelled for any reason.6.4 Should the purchaser take occupation of the stand before the date of transfer no tenancy shallthereby be created and under no circumstances will the purchaser acquire any lien or be entitledto any compensation for any improvements effected to the stand. Should this sale terminate forwhatsoever reason prior to transfer, the purchaser shall be obliged to vacate the standimmediately.6.5 No levies shall be payable by the developer on unsold unimproved stands.INTEREST AND PENALTY INTEREST7.7.1 Interest shall be charged at 5% (five percent) above the prime rate charged from time to timeby The Standard Bank of South Africa Limited (“the prime rate”) on every amount payable bythe purchaser to the seller in terms of this agreement, if any such amount is not paid on duedate whether such date is fixed in this agreement or specified in a written demand made by theseller or its attorneys. Such interest shall accrue from the due date for payment or the datePage 7 of 16

guarantees are due in terms of 3.2 until the actual date of payment of such amount and/or thesaid guarantees are furnished (both days inclusive) and shall be paid by the purchaser to theseller prior to transfer of the property.7.2 Notwithstanding the provisions of 7.1, should the purchaser fail to:7.2.1 deliver the guarantee by or on the date specified in 3.2: or7.2.2 comply with any of the purchaser’s obligations relating to transfer of the property asset out in clause 11 (i.e. furnish all documents and information necessary for transfer),pay all amounts required by the seller’s conveyancers in order to effect transferincluding transfer costs and any penalty interest, and the signature of all transferdocumentation as well as documentation required by attorneys attending to anymortgage bond;then without notice, penalty interest at the rate in 7.1 shall accrue from the due date fordelivery of the guarantee or from the expiry of the 7 day period in clause 11 until the actual dateof delivery and/or the date upon which the purchaser complies with his obligations in clause 11,whichever is the later and shall be paid by the purchaser to the seller prior to transfer of theproperty.PLACE FOR PAYMENTS8.Unless otherwise provided herein all payments on account of the purchase price, including interest,rates, taxes and other charges provided for in terms of this agreement shall be made by thepurchaser to the seller’s attorneys free of all bank costs or other deductions at the offices of thesellers attorneys, or at such other address in the Republic of South Africa as the seller may from timeto time direct in writing.SALE “VOETSTOOTS”9.9.1 The stand is sold voetstoots, in the condition and to the extent such as it now lies, subject to allconditions and servitudes whether or not referred to in the current or prior title deeds or in theconditions of establishment of the development (annexure B), and the seller shall not be liablefor any defect, latent or otherwise.9.2 The seller shall not profit by any excess nor shall the seller be answerable for any deficiency inthe area of the stand that may be revealed on any survey, and no claim shall lie against theseller for loss, damage or otherwise attributable to any such deficiency.9.3 The seller shall point out the position of any surveyor’s beacons or pegs in respect of the stand.9.4 If the stand has been erroneously described herein, such mistake or error shall not be bindingupon the parties but the correct description as intended by the parties shall apply, and they shalleffect rectification of this contract accordingly.9.5 The seller accepts no liability whatsoever for loss or damage of whatever nature directly orindirectly arising from or caused by subsidences or faults in the stand or in the vicinity of thestand. The purchaser shall be responsible for the cost of any special foundation measuresrequired on the purchaser’s stand in connection with the erection of any improvements thereon.Page 8 of 16

10.IMPROVEMENTS ON THE PROPERTY10.1 The purchaser shall not, prior to transfer, effect any improvements to the property without firstobtaining the written consent of the seller or its nominee. Under no circumstances shall theseller or its nominee be liable to compensate the purchaser for any such improvements to theproperty, whether made with or without the seller’s or its nominee’s consent.10.2 Plans and specifications for all improvements on the property, including all such details as theassociation or its nominee may require, shall be subject to the written approval of theassociation or its nominee prior to the commencement of the building work. WJM Architectsof Nelspruit (reference Gerhard Jooste) is hereby appointed as Estate Architect. During thedevelopment period (as defined in annexure D), such appointment shall only be capable oftermination by the association with the written consent of the SELLER. The association or theEstate Architect shall have absolute discretion in approving or refusing to approve plans andspecifications.10.3 The purchaser’s attention is drawn to the Architectural Guidelines namely:10.3.1 That the improvements to be established on all subdivisions shall be all of a similarstyle as per plan drawn by WJM Architects.10.3.2 That there will be 4 (four) different design permutations one 2 bedroom, two 3bedroom and 1 four bedroom design.10.3.3 That the design covers the exterior layout whilst the interior design and finishes wouldbe a matter of negotiation between the Architect and PURCHASER.10.4 The Association shall, in consultation with Estate Architect, be entitled to make changes to theArchitectural Guidelines from time to time subject however to the basic concept of thedevelopment not being altered.10.5 Neither the seller nor the association is bound by any information contained in any brochures orsales documentation which may have been released to the purchaser through the seller, theassociation or the seller’s agents or via any other source or by any suggestions,recommendations or information in those documents as to the design, construction, architecturalrequirements, colour schemes or materials which may or may not be acceptable to theassociation when exercising its discretion in considering any plans for improvements submittedto the association for its approval.10.6 The purchaser may select a building contractor from the panel of builders as approved by theSELLER to erect any improvements on the property, on condition that the purchaser, and thecontractor signs a Building Contractors Rules and Regulations (Annexure F). The purchaserundertakes to ensure that the contractor complies with the rules prescribed by the associationfrom time to time in respect of the estate.TRANSFER/OTHER COSTS11.11.1 Transfer of the property shall be attended to by VILJOEN SWANEPOEL, TEL: 013-7522333 (REF:DAAN VILJOEN) (“the seller’s attorneys”) or such other attorneys as may be appointed by theseller, within a reasonable time after signature hereof and the purchaser having complied withall of its obligations as set out hereunder.Page 9 of 16

11.2 The purchaser shall, within 7 days of request by the seller’s attorneys:11.2.1 provide all conveyancing information as may have been requested;11.2.2 sign all transfer and other conveyancing documentation as may be necessary to effecttransfer;11.3 The PURCHASER shall be liable for the following costs in addition to the purchaseconsideration:11.3.1 It is recorded that the SELLER is VAT registered and no transfer duty shalltherefore be payable on this transaction.11.3.2 The PURCHASER shall be liable for:(A).(B).(C).(D).The fees of the Attorneys attending to the transfer of the PROPERTY into its name,which fee shall be calculated by the SELLERS attorneys in accordance with theguideline tariff issued from time to time by the Law Society.Any fees and or disbursements relating to any bond that the PURCHASER may which toregister against the PROPERTY.Plan approval fees as payable to the estate Architect WJM Architects reference Mr.Gerhard Jooste in an amount of R________________ (________________________________________________________________) (in respect of theservices as referred to in the Annexure F)Fees as payable to the Environmental Management Consultancy as approved of by theSELLER and relevant Government Department in respect of any site development planto be submitted to and approved of in accordance with Annexure F (the Companypresently employed being _______________________ – fees as at date of signaturehereof being R________________________________).12.DEFAULT BY THE PURCHASER12.1 Should the purchaser fail to pay any amount, or fail to provide the guarantee(s) required interms of this agreement on due date or commit a breach of any other of the terms andconditions of this agreement and remain in default for 7 days after dispatch of a written noticeper registered post requiring payment and/or delivery of the guarantee(s) and/or requiring suchbreach to be remedied, the seller shall be entitled without prejudice to any other rights of theseller in law or in terms of this agreement including the right to claim interest in terms of 7above :-12.1.1 to claim immediate payment of the purchase price or the balance of the purchase priceas the case may be, together with all interest and other moneys which may then beoutstanding, all of which shall immediately come due and payable, or12.1.2 to cancel this agreement without further notice in which event the purchaser shallautomatically forfeit and the seller shall be entitled by way of rouwkoop and/or rentaland/or a genuine pre-estimate of damages for breach of contract, to retain all moneysthen having been paid by the purchaser under this agreement, or12.1.3 to cancel this agreement without further notice and to claim damages, if any, in lieu ofor in addition to such forfeiture, in which event the seller shall be entitled to retain anyPage 10 of 16

moneys paid by the purchaser pending determination of the amount of the damages byagreement, by order of court, or otherwise.12.2 Should this agreement be cancelled in terms of 12.1.2 or 12.1.3, the purchaser shall forthwithgive up possession of and vacate the property and shall cease to have any rights under thisagreement, and the seller shall immediately be entitled to resell the property.12.3 The purchaser shall be liable for all and any costs, including attorney and own client costs,collection commission or tracing agents fees, incurred by the seller arising out of or inconnection with any breach by the purchaser of any of the provisions of this agreement, or anyother matter relating to this agreement.12.4 No indulgence granted by the seller shall constitute an estoppel or a waiver of any of the seller’srights under this agreement. Accordingly the seller shall not be precluded, as a consequence ofhaving granted such indulgence, from exercising all or any rights against the purchaser whichmay have arisen in the past or which may arise in the future.NOMINATION OF A THIRD PARTY13.13.1 This agreement is subject to the resolutive condition that the purchaser may nominate a thirdparty purchaser (“the nominated purchaser”) under this agreement as follows:13.1.1 The nominated purchaser need not be in existence at the time this agreement is signedbut must be in existence at the time of the nomination;13.1.2 both the nomination and the nominated purchaser’s acceptance of the nomination mustbe in writing and must be delivered to the seller within 30 days of signature of thisagreement by the purchaser (or such extended date as the parties may agree inwriting) failing which the right to nominate will lapse and the original purchaser willremain bound as purchaser under this agreement;13.1.3 if a nomination is duly delivered as set out above, the sale to the original purchaser willautomatically fall away and be dissolved on such delivery and a new sale to thenominated purchaser on the same terms and conditions will automaticallysimultaneously come into existence provided that:13.1.3.1 reference to the date of this agreement will continue to refer to this date andnot to the date of the new agreement;13.1.3.2 the deposit, if any, paid by the original purchaser will be refundable by theseller to the original purchaser on payment by the nominated purchaser of thenew deposit, provided that the nominated purchaser may pay the new depositto the original purchaser in discharge both of the nominated purchaser’s liabilityto pay the new deposit to the seller and the seller’s liability to refund the olddeposit to the original purchaser;13.1.4 the original purchaser’s rights to nominate a third party as purchaser is conditional onthe original purchaser not being in breach of any obligation under this agreement,13.2 The original purchaser will automatically be bound as surety and co-principal debtor for thenominated purchaser’s obligations to the seller arising out of this sale to the nominatedpurchaser.Page 11 of 16

COMPANY, CLOSE CORPORATION OR TRUST ALREADY FORMED14.If this agreement is signed by a person (“the signatory”) acting or purporting to act for and on behalfof an existing company, close corporation or trust as purchaser, the signatory hereby warrants thatthe company, close corporation or trust as the case may be, is in existence and that the signatory isduly authorised to sign this agreement on its behalf. The signatory by his or her signature to thisagreement hereby binds him/herself in favour of the seller as surety and co-principal debtor insolidum, under renunciation of the benefits of division, excussion and cession of action, for the dueand proper performance by the said company or close corporation or trust of all the obligations of thepurchaser under and pursuant to:14.1 this agreement, or14.2 any cancellation pursuant to this agreement, or14.3 Section 35 of the Insolvency Act, No. 24 of 1936, as amended, pursuant to the abandonment bya liquidator or cancellation by a court of this agreement, in the event of the said company, closecorporation or trust being wound up.15.COMPANY OR CLOSE CORPORATION TO BE FORMEDIf the person (“the signatory”) signing as purchaser acts or purports to act as agent or trustee for acompany or close corporation not yet incorporated:15.1 the signatory personally undertakes to the seller that the company or close corporationconcerned will be incorporated within 30 days after signature hereof and will, within 14 daysafter being incorporated adopt or ratify this agreement without modification;15.2 if the said company or close corporation is not so incorporated within the period mentioned in15.1, or having been incorporated does not adopt or ratify this agreement within the period of14 days aforesaid, then the signatory shall in his or her personal capacity be deemed to be thepurchaser in terms of this agreement;15.3 if the said company or close corporation is incorporated and does adopt or ratify this agreementas contemplated in 15.1, then the signatory will be bound in favour of the seller as surety andco-principal debtor in solidum under renunciation of the benefits of division, excussion andcession of action, for the due and proper performance by the said company or close corporationof all obligations in terms of or arising in any way out of:15.3.1 this agreement, or15.3.2 any cancellation pursuant to this agreement, or15.3.3 section 35 of the Insolvency Act No 24 of 1936, as amended, pursuant to theabandonment by a liquidator or cancellation by a court of this agreement, in the eventthat the said company or close corporation is wound up.AGENT’S COMMISSION16.The seller shall be liable for and shall pay agents commission, such to be paid by the transferringattorneys to the agent upon registration of transfer. Should the seller have paid or become obliged toPage 12 of 16

pay any commission to any estate agent in connection with this sale then the purchaser shall beobliged to refund the seller the amount of such commission should this agreement be cancelled at anytime due to the purchaser’s default.CESSION17.17.1 Prior to transfer, the purchaser shall not be entitled to sell the property or to assign or in anyother way to deal with or alienate or transfer the purchaser’s rights or obligations under thisagreement without the prior written consent of the seller, which shall not be unreasonablywithheld.17.2 Such consent shall not in any way release the purchaser from any obligations under thisagreement. Where consent is given to an assignment, the purchaser, by his or her signaturehereto shall be bound as surety and co-principal debtor in solidum for the due and properperformance by the assignee of all the assignee’s obligations hereunder with effect from thedate on which consent to such assignment is given up until the date of registration of transfer ofthe property into the name of the assignee.DOMICILIUM AND NOTICES18.18.1 For the purposes of this agreement, including the giving of notices and the serving of legalprocess, the parties hereby choose their respective domicilium citandi et executandi(“domicilium”) at the addresses stipulated on page 1 of Part 1 of this agreement.18.2 A party may at any time change its domicilium by notice in writing, provided that the newdomicilium is in the Republic of South Africa and consists of, or includes, a physical address atwhich process can be served or any notice given.18.3 All notices shall be in writing and sent by registered post or delivered by hand or sent by telefaxto the domicilium chosen by the party concerned, and shall if posted be deemed to have beenduly delivered 7 days after the day on which such notice was posted. If delivered by hand thenotice shall be deemed to have been delivered on the date of delivery. If sent by telefax thenotice shall be deemed to have been received on the same day of transmission.JURISDICTION19.For the purpose of all or any proceedings hereunder the parties hereby consent to the jurisdiction ofthe Magistrate’s Court having jurisdiction over the person of the defendant in terms of Section 28 ofthe Magistrate’s Court Act of 1944, as amended, notwithstanding that such proceedings are otherwisebeyond its jurisdiction. This clause shall be deemed to constitute the required written consentconferring jurisdiction upon the court pursuant to section 45 of the Magistrate’s Court Act, providednevertheless that the seller shall have the right at its sole option and discretion to instituteproceedings in any other court of competent jurisdiction.JOINT AND SEVERAL LIABILITY20.Should there be more than one purchaser, the purchasers shall be liable jointly and severally and insolidium for the payments of all moneys hereunder and for the carrying out of all the terms of thisPage 13 of 16

contract.21.WHOLE CONTRACTThis agreement constitutes the entire contract between the parties, and the parties shall not be boundby any representations, terms, conditions or warranties not contained in this agreement. Thepurchaser warrants that the purchaser was not induced into entering into this contract by anywarranty or representation not contained herein.VARIATION AND CANCELLATION22.No agreement varying, adding to, deleting from or canceling this agreement shall be effective unlessreduced to writing and signed by or on behalf of both parties.SINGULAR AND PLURAL23.Any reference in this agreement to the singular shall include the plural and vice versa, and anyreference to any one of the genders shall include the other genders.SUSPENSIVE CONDITION: IN FAVOUR OF THE PURCHASER:(Delete if not applicable)24.24.1 It is a special condition of this Agreement that the Purchaser must within 30 (THIRTY) days aftersignature of this agreement by the SELLER, (see next clause), obtain a loan from FinancialInstitutions of his choice for the bond amount not less than the amount as stipulated in clause 9(Part 1) of the Deed of Sale against security of a mortgage bond over the stand hereby sold andthe dwelling to be erected thereon. The Purchaser shall be obliged to apply for such financialassistance as soon as possible after the signing of this agreement, and undertakes to do all suchthings, sign all such documents and supply to the said institution all such information as may berequired by it for purposes of the application. Written proof of the application as well as anyprogress made with the processing thereof, must on request be supplied to the Seller, or hisrepresentative.24.2 Should the said loan not be granted to the Purchaser within 30 (THIRTY) days from signature bythe SELLER this agreement shall lapse and no further rights or obligations resulting from thisAgreement shall exist between the parties. Any deposit paid by the Purchaser shall be refundedto him, but interest earned on the investment thereof shall be retained by the Seller and shall beregarded as remuneration for administrative expenses incurred by him with regard to thisAgreement.24.3 The Purchaser hereby irrevocably appoints Mortgage SA as his Agent in his place and stead toapply for the loan at a Financial Institution, and hereby authorises all actions taken by MortgageSA as a result of this mandate.24.4 The Purchaser acknowledges that he is aware of the requirements normally imposed by FinancialInstitutions for the consideration of loan applications, especially with regard to the income of theapplicant, and hereby warrants that his income is sufficient to qualify him for a loan for theamount as set out above.Page 14 of 16

24.5 This special condition shall be regarded as complied with once the Purchaser or the Estate Agenthave been advised by the Financial Institution that the loan has been granted, notwithstandingthe fact that no loan agreement between the Purchaser and the Financial Institution has beensigned and notwithstanding any conditions which the Financial Institution may have imposed forthe granting of such loan application.SIGNED AT ON THIS DAY OF 2007WITNESS1. ________________________ ________________________________PURCHASER(If signing on behalf of a Company, Close2. ________________________ Corporation or Trust, I warrant that I am dulyauthorised to sign this Agreement).________________________________SPOUSESIGNED AT ON THIS DAY OF 2007WITNESS1. ________________________ _________________________________SELLER(Warranting that he/she is duly authorised)2. ________________________Page 15 of 16

INFORMATION REGARDING PURCHASERA. NATURAL PERSON1. Full names ___________________________________________________________2. Identity Number ___________________________________________________________3. If married : _______________________________________________________________3.1 Full name of spouse _______________________________________________________3.2 Identity Number of spouse ___________________________________________________3.3 In or out of community of property ____________________________________________3.4 Country where married _____________________________________________________4. Name and address and telephone number of Employer ___________________________5. Income TAX registration number (state if not registered) ___________________________B. LEGAL PERSON1. Full name _______________________________________________________________2. Registration number _______________________________________________________3. Names of Directors, Members or Trustees ______________________________________4. Income TAX registration number (state if not registered) ___________________________C. GENERAL1. Physical address __________________________________________________________2. Postal address ____________________________________________________________3. Telephone numbers: ______________________________________________________Business _________________________________________________________________Home ___________________________________________________________________Fax number ______________________________________________________________IMPORTANT: Copies of the following documents to be attached hereto:1. Identity Book of Purchaser2. Identity Book of Purchaser's Spouse (if applicable)3. Marriage certificate (if applicable)4. Antenuptial Contract (if applicable)5. If widowed, copy of late spouse’s death certificate6. If divorced, copy of final order of divorce7. If a Trust, copies of Master's Letters of Authority and Trust document8. If a Company, Memorandum and Articles of Association and Certificate of Incorporation9. If a Close Corporation, Founding Statement10. Proof or residential / registered addressPage 16 of 16