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Offer to Purchase
O F F E R T O P U R C H A S E
THE OWNER,
c/o xxxxxxxxxxxxxxxxxxx,
P.O. BOX xxxxxxxxxxxxxxxxxxxxxx.
(hereinafter referred to as THE SELLER)
I/We............................................................................................................................
(hereinafter referred to as THE PURCHASER) acting in his capacity as Trustee for
a Company or Close Corporation to be formed, hereby offer to purchase through
the agency of xxxxxxxxxxxxxxx (hereinafter referred to as THE AGENTS) certain:
STAND
NO:....................................................................................................and
all improvements thereon
SITUATED IN
...........................................................................................................................................................
IN THE TOWNSHIP
OF...........................................................................................................................................
(hereinafter referred to as THE PROPERTY) subject to the following terms and
conditions.
1. The purchase price is the sum of:
R...................................................................................................
(................................................................................................................................................................)
Inclusive of value added tax (V.A.T.) determined at.................% payable as
follows:
....................................................................................................................................................)
as an initial deposit in cash on written acceptance of this Offer by the Seller
or his duly authorised nominee which shall be deposited with THE AGENTS and held
by them in Trust pending registration of transfer.
....................................................................................................................................................)
on the date of transfer of the property into THE PURCHASER'S name, which amount
shall be secured by delivery to THE SELLER'S conveyancer within 15 days of the
period specified in Clause 18.3 hereof of irrevocable guarantees, issued by a
registered deposit-taking or other financial institution, the issuer and form of
which shall be approved by THE SELLER. Expressed, to be payable free of exchange
upon the date of transfer at Johannesburg. ..... / 2. The
Page 2
2. THE PURCHASER hereby acknowledges having inspected the property which is
sold Voetstoots in the condition and to the extent as it now lies without any
warranties, express or implied, and subject to all the terms and conditions and
servitudes mentioned or referred to in the current and/or prior Title Deeds of
THE PROPERTY and to all such other conditions and servitudes which may exist in
regard thereto.
The Title Deeds shall be made available for inspection by THE PURCHASER within 7
days of THE SELLER being requested to do so.
3. THE PROPERTY is sold inclusive of all buildings and erections thereon and
all existing fixtures and fittings of a permanent nature which THE SELLER
warrants are his exclusive property and fully paid for. These together with the
following moveable appurtenances which are specifically included, are sold
Voetstoots....................................................................
...................................................................................................................................................................
4. Electricity: Certificate of Compliance - THE SELLER shall before or on the
date of occupation referred to in 6, or the date of registration of transfer of
THE PROPERTY into THE PURCHASER'S name, whichever date is the earlier, at THE
SELLER'S cost, deliver to THE PURCHASER a Certificate of Compliance issued by a
qualified electrician in terms of the regulations promulgated under Act 6 of
1983. THE SELLER undertakes not to make any changes in respect of the electrical
installation in THE PROPERTY after delivery of such certificate.
5. Transfer of THE PROPERTY shall be effected by THE SELLER'S conveyancers
and all costs of transfer, including Transfer and Stamp Duty and any other
necessary costs shall be paid by THE PURCHASER upon request by the conveyancer.
Any fees payable to procure survey and diagram fees of the property shall be
paid by THE PURCHASER.
6. Subject to the provisions of Clause 7 hereof:
(a) Occupation of the property shall be given to and taken by THE PURCHASER
on.................................................................................................................................................
THE SELLER and/or any other occupier shall have vacated the property by this
date.
(b) THE PURCHASER hereby acknowledges that he knows that the said property is
let to a tenant/s and that this offer is made subject to the tenant/s rights
under the Agreements of Tenancy and the Rent Control Act, 1976, as amended from
time to time which protects the rights of tenants, and that if THE PURCHASER
requires occupation of THE PROPERTY he shall be required to make his separate
arrangements for occupation with the tenant/s.
(c) It is acknowledged that no tenancy will be created by THE PURCHASER
taking occupation prior to registration of transfer.
(d) If THE PURCHASER takes occupation of THE PROPERTY prior to registration
of transfer, THE PURCHASER shall not be entitled to make any alterations or
additions to THE PROPERTY before transfer without the prior written consent of
THE SELLER.
..... / 3. If
Page 3
7. If THE PURCHASER takes occupation before transfer, he shall pay THE SELLER
occupational interest at the current building society rate charged by Nedbank on
first mortgage bonds on the purchase price in lieu of rent, calculated from date
of occupation to date of transfer, both days inclusive, payable on the first day
of each and every month, provided that if occupation and/or transfer occurs
during the course of any month, the amount of occupational interest shall be
apportioned accordingly. If occupation is given to THE PURCHASER after
registration of transfer THE SELLER shall pay interest in lieu of rent on the
same basis from date of transfer to date of occupation, both days inclusive.
8. All benefits and the risk of THE PROPERTY shall pass to THE PURCHASER on
registration of transfer from which date also all rates, taxes and other imposts
levied on the said property shall be for his account and he shall refund to THE
SELLER any rates and taxes paid beyond that date. THE SELLER shall refund a
proportionate share of the rents (if any) collected for any period after
transfer, and pay to THE PURCHASER any deposits paid by any tenants in the
property together with accrued interest thereon (if any) as agreed with such
tenants and cede to THE PURCHASER any guarantees provided by such tenants to the
extent that such guarantees maybe ceded by THE SELLER.
9. Agent's commission in accordance with the tariff the Institute of Realtors
of South Africa. plus V.A.T. at the applicable percentage rate shall be paid by
THE SELLER to xxxxxxxxxxxxxxxxxx, and THE AGENT shall be entitled to deduct such
commission from the initial deposit paid by THE PURCHASER as provided for in
Clause 1(a) hereof or, where such deposit is insufficient to cover its
commission, to appropriate such deposit towards payment of its commission The
said commission shall be deemed to have been earned on the signature of this
contract by both THE SELLER and THE PURCHASER and fulfilment of the suspensive
condition/s contained herein. It is hereby recorded that xxxxxxxxxxxxxxxxxx have
accepted the benefits of these provisions. If no initial deposit on account of
the purchase price has been paid, or if such deposit is insufficient to cover
such commission, THE SELLER'S conveyancer is hereby instructed to pay such
commission, or any balance thereof, immediately on registration of transfer,
from the sale proceeds to xxxxxxxxxxxxxxxxxx. Notwithstanding anything to the
contrary contained herein, if this agreement is cancelled at any time as a
result of fault on the part of either THE PURCHASER or THE SELLER, THE AGENT
will be entitled to payment of commission from the party at fault and in the
event that the agreement is cancelled by mutual agreement between THE PURCHASER
and THE SELLER, jointly and severally, the one paying, the other being absolved
and on the basis that the party making payment shall be entitled, in the absence
of any written agreement to the contrary, to claim one half of the amount so
paid by him from the other party.
..... / 4. In
Page 4
10. In the event of failure on THE PURCHASER'S part to make any payment on
due date, or in the event that he commits any other breach of this agreement,
THE SELLER shall be entitled without prejudice to any other rights which he may
have at law, at his option, either to claim immediate specific performance of
THE PURCHASER'S obligations, including payment of the full balance of the
purchase price or to cancel this agreement, resume possession of the property
and to retain all payments, whether by way of deposit, interest or otherwise
made by THE PURCHASER, as being the amount which he records will be compensation
for damages suffered by THE SELLER as a result of THE PURCHASER'S breach of
contract or alternatively, and in lieu of such penalty to claim all damages
suffered by reason of his breach of contract, with the right to retain any
payment made under this agreement until the amount of the damages has been
determined and to apply such payments towards satisfaction of the amount of
damages when it is quantified, provided that before exercising THE SELLER'S
rights under this clause, THE SELLER shall first give THE PURCHASER written
notice informing him of the failure in question and making demand to him to
carry out the obligation in question within 7 (seven) days.
11. Notwithstanding any provision in this agreement to the contrary and in
addition to other damages to which THE SELLER may be entitled, should there be
any delay in effecting transfer by reason of any default attributable to THE
PURCHASER, he shall pay to THE SELLER interest on the purchase price at the then
publicly quoted prime lending rate charged by Nedbank on unsecured overdraft to
its favoured corporate customers, for the period of any delays.
12. If THE PURCHASER acts as Trustees for a Company or a Close Corporation to
be formed, then he shall lodge proof satisfactory to THE SELLER within 30 days
of the date of signature of this agreement or the fulfilment of the suspensive
condition referred to in Clause 18, as the case may be that the Company or Close
Corporation for which THE PURCHASER is professing to act as Trustee has been
duly incorporated in accordance with the laws of the Republic of South Africa
and has received a certificate to commence business and has validly adopted or
ratified the provisions of this agreement so as to render the same legally
binding on it. Unless and until the aforesaid Company or Close Corporation
becomes liable as the purchaser, THE PURCHASER in his personal capacity shall
possess all the rights of the purchaser under this agreement and shall be liable
for all its obligations. In the event that the said Company or Close Corporation
is duly incorporated and adopts and ratifies this agreement, then THE PURCHASER,
by his signature/s hereto, hereby interposes and binds himself in favour of THE
SELLER as surety for and co-principal debtor in solidum with such Company of
Close Corporation for the due and timeous performance by it of all its
obligations to THE SELLER in terms of this agreement.
..... / 5. No
Page 5
13. No representations or warranties not stated herein will be deemed to have
been made or given by THE SELLER or THE AGENT, express or implied and this
agreement constitutes the entire agreement between the parties and no
representation not stated in this agreement shall have induced this contract.
THE SELLER shall not be liable for any defects, latent or otherwise in the
property nor for any damage occasioned to or suffered by THE PURCHASER by reason
of such defect. Furthermore THE SELLER will not be liable for any deficiency in
the extent of the property nor shall he benefit by any possible excess in the
extent thereof, and he shall not be obliged to indicate the beacons on the
property to THE PURCHASER.
14. No relaxation or indulgence which THE SELLER may show to THE PURCHASER
shall in any way prejudice THE SELLER'S rights hereunder, and in particular, no
acceptance by THE SELLER of any payment after due date (whether on one or more
occasions) shall preclude or estop him from exercising any right enjoyed by him
hereunder by reason of any subsequent payment not being made strictly on due
date. Unless otherwise stated by THE SELLER in writing, the receipt by him or
THE AGENT of any payment shall in no way whatsoever prejudice or operate as a
waiver, withdrawal or abandonment of any cancellation or right to cancellation
effected or acquired prior to such receipt.
15. No variations, alterations or cancellations of this agreement shall be of
any force or effect unless in writing and signed by the parties or their duly
authorised representative/s who shall be authorised thereto in writing.
16. Any notice given by one of the parties to the other ("the
addressee") which is delivered by hand to the addressee's domicilium
citandi et executandi shall be presumed, unless until the contrary is proved, to
have been received by the addressee at the time of delivery and if posted by
prepaid registered post to the said address, shall be presumed, until the
contrary is proved, to have been received by the addressee (10) ten days after
posting. Either party shall be entitled, on written notice to the other, to
change their address as set out below which shall take effect (14) fourteen days
after such notice. Notwithstanding the aforegoing, any document or notice
actually received by either party shall be deemed to be validly served,
notwithstanding that delivery was not to such parties domicilium citandi et
executandi.
17. THE SELLER warrants that all Shareholders agree to sell their shares/loan
accounts in the Company to THE PURCHASER. To enable THE PURCHASER to decide
whether to purchase the same, THE SELLER undertakes to make all the company
records available to THE PURCHASER within 7 (seven) days of being requested to
do so. Within 7 (seven) days of delivery of such records, THE PURCHASER shall,
in writing, inform THE SELLER if he wishes to purchase such shares/loan
accounts, whereupon THE SELLER shall cause a contract to be drawn recording the
terms of purchase and signed by its majority Shareholders and delivered for
signature by THE PURCHASER, and upon signature and implementation of the
contract terms, but not before, the aforegoing agreement for the sale and
purchase of THE PROPERTY shall fall away, and be of no force or effect
whatsoever.
..... / 6. The
Page 6
18.1 The sale resulting from the acceptance of this offer shall be subject to
the suspensive condition that THE PURCHASER (or THE SELLER or THE AGENT on THE
PURCHASER'S behalf) is able to raise a loan from a registered deposit-taking
institution in the amount of not less than
..................................................................................................................................................................)
upon the security of a first mortgage bond to be passed by THE PURCHASER over
THE PROPERTY at the then prevailing rates and terms of any registered
deposit-taking institution even if the loan raised is not at the best rate and
on the best terms available at the time. The loan shall be deemed to be granted
if any such proposed mortgagee grants the loan "in principle".
18.2 THE PURCHASER shall use his best endeavour to procure the loan referred
to in Clause 18.1 and he undertakes to timeously take all steps and to sign all
documents as may be necessary to procure the loan referred to in clause 18.1
whether requested by the proposed mortgagee or THE SELLER or THE AGENT.
18.3 The period for fulfilment of the condition referred to in 18.1 shall be
indefinite but subject
to termination by THE SELLER
by......................................................................days
written notice sent by prepaid registered post to THE PURCHASER and to THE
AGENT;
provided that such notice shall not be given before
..................................................................
days have elapsed after the date of signature hereof by THE SELLER.
19. Any amount falling due for payment, including any amount which may be
payable as damages, shall bear interest at the rate charged by Nedbank on first
mortgage bonds, compounded monthly in arrears from the due date for payment
thereof or in the case of any amount payable by way of damages, with effect from
the date on which the damages are sustained. Damages shall be deemed to have
been sustained on the date when the breach occurs.
20. In the event that THE PURCHASER comprises a number of purchasers, they
shall be jointly and severally liable vis-a-vis THE SELLER.
21. Should there be any delay in effecting transfer by reason of any default
attributable to THE SELLER or THE PURCHASER the party responsible for such delay
shall pay to the other interest on the purchase price at the rate charged by
Nedbank on first mortgage bonds for the period of the delay.
..... / 7. This
Page 7
22. This offer to purchase shall be irrevocable
until.............................................................................
on..............................................................................................................................................................
provided that should THE SELLER accept such offer prior to such period, a
binding agreement shall come into force, notwithstanding that he has not
notified THE PURCHASER within such period.
23. For all purposes under this contract THE SELLER and THE PURCHASER
respectively choose domicilium citandi et executandi at the addresses mentioned
below.
Thus done and signed by THE PURCHASER
at..................................................................................................
on this the....................................................day
of..............................................................................................
AS WITNESSES: PURCHASER
.................................................................................
duly authorised thereto for and on
behalf of:
1. ....................................................
.................................................................................
ID/Registration number:
Thus done and signed by THE SELLER at
.........................................................................................................
on this the..........................................................day
of........................................................................................
AS WITNESSES: SELLER
.................................................................................
duly authorised thereto for and on behalf of:
1. ...................................................
.................................................................................
ID/Registration no.
Thus done and signed by THE AGENT
at..........................................................................................................
on this the.......................................................day
of...........................................................................................
in acceptance of the benefits of the contract (stipulatio alteri)
AS WITNESS:
......................................................
.................................................................................
For xxxxxxxxxxxxxxxxxx
