THE QUADRANT AGREEMENT OF SALE PHASE

Transcription

1 D GOUWS/CLAREMONT LIBRARY/AGREEMENTS/phase 3 19 July, 20102:53:20 PM19 July, 20102:53:19 PM19 July, 2010 THE QUADRANT AGREEMENT OF SALE PHASE 3 APARTMENT NUMBER: PURCHASER: attorneys notaries conveyancers suite 2a, silvermine house, steenberg office park, tokai p o box tokai 7966 phone +27 (0) fax +27 (0) debra@gouwsattorneys.co.za

2 2 AGREEMENT The Seller and the Purchaser as described in the Schedule hereby enter into an Agreement of sale and purchase for the Unit and Exclusive Use Area/s, as described in the Schedule for the total purchase price recorded in the Schedule and on the terms and conditions set forth in the Schedule (forming pages 3 to 5) and the Terms and Conditions (forming pages 6 to 22) together with Annexures "A" to "G" hereto. SIGNED AT THIS DAY OF 200_. AS WITNESSES 1 2 for and on behalf of the Seller, the signatory warranting his/her authority hereto SIGNED AT THIS DAY OF 200_. AS WITNESSES 1 2 Purchaser, the signatory warranting his/her authority hereto, where applicable

3 SIGNED AT THIS DAY OF 200_. 3 AS WITNESSES 1 2. Purchaser's Spouse, if married in Community of Property to the Purchaser or if the marriage is governed by the laws of a foreign country SIGNED AT THIS DAY OF 200_. AS WITNESSES 1 2 Surety SIGNED AT THIS DAY OF 200_. AS WITNESSES 1 2 Surety's spouse, if married in community of property to the Surety or if the marriage is governed by the laws of a foreign country The benefits and terms of this Agreement, in particular Clause 20, are hereby accepted by the Agent, duly authorised thereto

4 4 THE SCHEDULE 1 PURCHASER'S DETAILS FULL NAMES IF A NATURAL PERSON, OR FULL NAME OF COMPANY/CC/TRUST IDENTITY NO. / DATE OF BIRTH or REGISTRATION NO. OF COMPANY / CC/ TRUST MARITAL STATUS STATE IF MARRIED IN/ OUT OF COMMUNITY OF PROPERTY OR, GOVERNED BY LAWS OF FOREIGN COUNTRY ANTENUPTIAL CONTRACT NO.: H DETAILS OF PURCHASER'S SPOUSE (IF REQUIRED) FULL NAMES, IDENTITY NO./DATE OF BIRTH BUSINESS OR RESIDENTIAL STREET ADDRESS IN RSA (DOMICILIUM) POSTAL ADDRESS TEL & FAX NO's. Tel Fax ADDRESS 2 SELLER'S DETAILS FULL NAMES Claremont Library Development Company (Proprietary) Limited COMPANY NUMBER 2000/025149/07 DOMICILIUM ADDRESS c/o Corevest, 218 Main Road, Claremont (Att: Gary Moore) TEL & FAX NO's. Tel (021) Fax (021) ADDRESS gary@corevest.co.za

5 5 3 PROPERTY DESCRIPTION AND PURCHASE PRICE PROPERTY DESCRIPTION NO. ESTIMATED FLOOR AREA (m²) PURCHASE PRICE (including VAT) APARTMENT (SECTION) [including the terrace exclusive use area (if applicable)] UNDERCOVER EXCLUSIVE USE PARKING BAY (included in the purchase price) R ADDITIONAL UNDERCOVER EXCLUSIVE USE PARKING BAY (if required) R TOTAL PURCHASE PRICE R DEPOSIT R BALANCE OF TOTAL PURCHASE PRICE (payable on registration of transfer) R 4 MORTGAGE BOND APPROVAL YES / NO* [DELETE WHICHEVER IS NOT APPLICABLE] BOND AMOUNT: R 5 ESTIMATED MONTHLY LEVIES SECTION: R18,00 per m² EXCLUSIVE USE AREA/S: TERRACE R1,80 per m² UNDERCOVER PARKING BAY/S R 13,50 per m² 6 ANTICIPATED DATE OF TRANSFER OF UNIT AND EXCLUSIVE USE AREA/S 7 ANTICIPATED OCCUPATION DATE 8 OCCUPATIONAL CONSIDERATION PRIME RATE PLUS 2% (TWO PERCENTAGE POINTS) PER ANNUM ON THE PURCHASE PRICE 9 AGENT PAM GOLDING PROPERTIES

6 6 10 SURETY'S DETAILS (WHERE APPLICABLE) - CLAUSES 23 and 24 FULL NAMES IDENTITY NUMBER OR CO, CC, OR TRUST NO. MARITAL STATUS (IF MARRIED, STATE IN/OUT OF COMMUNITY OF PROPERTY OR GOVERNED BY LAWS OF FOREIGN COUNTRY) DETAILS OF SURETY'S SPOUSE (if required), FULL NAMES, IDENTITY NO./DATE OF BIRTH SURETY'S BUSINESS OR RESIDENTIAL STREET ADDRESS IN RSA (DOMICILIUM) 11 SELLER'S ATTORNEYS SELLER'S ATTORNEYS DETAILS debra gouws attorneys Second Floor, Waalburg Building, 28 Wale Street, Cape Town (Ref: Ms Debra Gouws/Pat Karshagen) POSTAL ADDRESS P O Box Vlaeberg 8018 TEL & FAX Nos. Tel (021) Fax (021) TRUST ACCOUNT DETAILS Nedbank Business Banking Professional Account No.: Branch Code: Swift Code: NEDSZAJJ ANNEXURES "PLANS" and "DRAWINGS" "A" : CONTEXT PLAN FOR THE PROPERTY "B" : ELEVATIONS OF THE BUILDING/S "C" : FLOOR PLAN OF THE SECTION "D" : FLOOR PLAN OF THE EXCLUSIVE USE AREA/S "E" : SPECIFICATIONS AND FINISHES "F" : SECTION 26 AUTHORITY AND PLANS "OTHER" "G" : AMENDMENT TO MANAGEMENT RULES "H" : AMENDMENT TO CONDUCT RULES

7 7 TABLE OF CONTENTS 51. INTERPRETATION ACKNOWLEDGEMENTS BY PURCHASER SALE PURCHASE PRICE LOAN FINANCE TRANSFER AND CESSION POSSESSION, OCCUPATION AND OCCUPATIONAL CONSIDERATION VOETSTOOTS DRAWINGS, SPECIFICATIONS AND FINISHES CONSTRUCTION AND COMPLETION OF THE SECTIONAL TITLE SCHEME DEFECTS LIFESTYLE CENTRE UNDERTAKINGS AND WARRANTIES BY THE SELLER CONDITIONS APPLICABLE PENDING TRANSFER AND CESSION INSPECTION OF UNIT LEVIES RULES MANAGING AGENT DEFAULT BROKERAGE GENERAL NOTICES AND DOMICILIA TRUSTEE FOR A COMPANY TO BE FORMED COMPANY/CLOSE CORPORATION/TRUST INDEMNITY RIGHT OF CESSION JURISDICTION PHASED DEVELOPMENT SECTION 26 AUTHORITY OFFER...22

8 8 1. INTERPRETATION 1.1 In this Agreement, unless inconsistent with the context "Act" means the Sectional Titles Act No. 95 of 1986 or any amendment thereof and includes the regulations promulgated thereunder from time to time; "Agent" means the agent referred to in item 9 of the Schedule; "Architect" means DHK Architects (ref: Paul Krynauw) of 6 th Floor, DeWaterkant Centre, 9 Somerset Road, Cape Town, telephone number (021) , facsimile number (021) or any other Architect appointed by the Seller from time to time in respect of the Sectional Title Scheme to be developed on the Property and includes any member of the firm; "Attorneys" means the attorneys referred to in item 11 of the Schedule or any other attorney appointed by the Seller from time to time; "beneficial occupation" means the stage of completion where, in the opinion of the Architect, the Unit can effectively be used for the purposes intended; "Body Corporate" means the controlling body as contemplated in terms of Section 36 of the Act; "Building/s" mean the building/s comprising the mixed use Sectional Title Scheme to be constructed upon the Property; "Common Property" means the Property and such parts of the Buildings which do not form part of a Section; "Context Plan" means the site development plan for the Property, annexed as Annexure "A"; "Drawings" means the Architectural Drawings reflecting the Unit Type and Floor Plans of the Section and Exclusive Use Area/s, Specifications and Finishes, when referred to collectively; "Exclusive Use Area/s" means those areas of the Common Property, being the terrace/s and the undercover parking bay/s, as the case may be, reserved for the exclusive use of the Purchaser of the Section as more fully described in the Schedule and which has been numbered on the Drawings; "Lifestyle Centre" means the facility constructed on the Property by the Seller comprising a health and fitness centre and swimming pool, as more fully set out in clause 12; "Occupation Date" means the date upon which the Unit is sufficiently complete for beneficial occupation as certified by the Architect, whose decision as to that date shall be final and binding upon the parties; "Plans" means the Context Plan, Sectional Plan and Section 26 Authority Plans, when referred to collectively; "Prime Rate" means a rate of interest per annum which is equal to Standard Bank Limited's published minimum lending rate of interest per annum, compounded monthly in arrears, charged by the said bank on the unsecured overdrawn current accounts of its most favoured corporate clients in the private sector from time to time. In the case of a dispute as to the rate so payable, the rate shall be certified by any manager or assistant manager of any branch of the said bank, whose decision shall be final and binding on the

9 9 parties; "Property" means Erven and Cape Town at Claremont, as depicted on the Plans; "Purchaser" means the purchaser as set forth in item 1 of the Schedule; "Register" means the sectional title register in respect of the Property and the Building/s opened in terms of the Act; "Rules" means the Management and Conduct Rules prescribed by the Act and as amended by the Seller when opening the Register; "Schedule" means the pages numbered 3-5; "Section" means the section more fully described in the Schedule and which has been numbered on the Drawings; "Sectional Plan" means the sectional plan of the Sectional Title Scheme and any extension thereto in phases as approved by the Surveyor General and registered by the Registrar of Deeds, from time to time; "Sectional Title Scheme" means the building/s, Lifestyle Centre and other structures to be constructed in phases, by the Seller, in its sole discretion, on the Property, as depicted on the Plans and Drawings, to be known as THE QUADRANT; "Section 26 Authority Plans" means those plans attached hereto as Annexure "F" and as referred to in clause 29 below; "Seller" means the seller set forth in item 2 of the Schedule; "Signature Date" means the date of the last signing party to this Agreement; "specifications" means the specifications and finishes for the Building/s, Section and Exclusive Use Area/s annexed as Annexure "E"; "Unit" means the Section together with its undivided share in the Common Property apportioned to the Section in accordance with its participation quota; and "VAT" means value added tax. 1.2 Words and expression defined in the Act shall have the meanings therein defined. 1.3 Reference to the Agreement means this Agreement and all annexures thereto. 1.4 Words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the female gender and words importing persons shall include all legal and juristic persons. 1.5 The head notes to the paragraphs to this Agreement are inserted for reference purposes only and shall not affect the interpretation of any of the provisions to which they relate. 1.6 If any provision in a definition and/or in the Schedule is a substantive provision conferring rights or imposing obligations on any person, then, notwithstanding that it is only in the definition clause or the Schedule of this Agreement, effect shall be given to it as if it were a substantive provision in the body of this Agreement. 1.7 Each clause in this Agreement shall be severable one from the other. In the event that any clause or sub-clause is found to be invalid, such invalidity shall not affect the validity of the remaining clauses and sub-clauses in this Agreement. The parties shall meet promptly thereafter, and shall use their reasonable endeavours to negotiate a replacement

10 provision that is legally valid and that achieves, as nearly as possible, the objective of any invalid, illegal or unenforceable provision and that produces an equivalent economic effect. 1.8 When any number of days is prescribed in this Agreement, the same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday or proclaimed public holiday in the Republic of South Africa, in which event the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday. 2. ACKNOWLEDGEMENTS BY PURCHASER 3. SALE The Purchaser acknowledges that: 2.1 the proposed Sectional Title Scheme will not be a scheme for residential purposes only in that there will be commercial components inter alia comprising a Lifestyle Centre and other retail (including café and restaurant) facilities; 2.2 the Sectional Plan has not been approved (save for Block A) and that accordingly the exact and final boundaries and areas of the Section, Exclusive Use Area/s and Lifestyle Centre will be those shown on the Sectional Plan as finally approved. In the event of the Exclusive Use Area/s not having been finally determined and/or defined at the date of signature hereof, it shall be determined and/or defined by the Architect whose decision shall be final and binding on the Purchaser; 2.3 transfer of the Unit and cession of the rights to the Exclusive Use Area/s shall take place simultaneously with or forthwith after the opening of the Register or, the approval of the extension to the Sectional Plans, whichever is applicable; 2.4 he is aware that the Seller will allow purchasers of sections in the Sectional Title Scheme to enjoy exclusive rights in respect of Exclusive Use Area/s relating to their units; 2.5 he has read and approved the Drawings and that he will be obliged to accept delivery of the Unit and the Exclusive Use Area/s completed substantially according to the Drawings; and as finally depicted and delineated on the Sectional Plan; 2.6 the Seller intends constructing and handing over the various blocks comprising the Sectional Title Scheme in phases; and 2.7 that the private road reserve which the Seller leases from the local authority (as reflected on the Context Plan) may become a public through road linking Wilderness and Claremont Relief Road, should the local authority deem it necessary to do so. The Seller sells to the Purchaser who hereby purchases the Section; and 3.2 an undivided share in the Common Property as will be apportioned to the Section in terms of the participation quota of the Section as determined in accordance with clause 16; and 3.3 the right to the Exclusive Use Area/s; all as more fully described in the Schedule read with the Plans and the Drawings and as will be finally described in the Sectional Plan read with the Register. 4. PURCHASE PRICE 4.1 The purchase price shall be the amount specified in item 3 of the Schedule, which amount 10

11 is inclusive of Value-Added Tax at the rate of 14% (fourteen percentage points), payable as follows a deposit in the amount specified in item 3 of the Schedule, payable in cash or by a bank cheque, within 7 (seven) days of the Signature Date. The deposit cheque is to be drawn in favour of the Attorneys; and the deposit paid in terms of clause will be invested by the Attorneys on call, the Purchaser hereby irrevocably authorising the Attorneys to invest such deposit in terms of section 78(2A) of the Attorneys Act, for the benefit of the Purchaser, for release to the Seller on transfer, less the Attorneys administration fee of 8% on the interest earned on such investment; and the balance of the purchase price in cash against registration of transfer of the Unit and cession of the Exclusive Use Area/s into the name of the Purchaser. 4.2 The Purchaser shall within 14 (fourteen) days of fulfilment of the condition precedent contained in clause 5 (if applicable) or, within 30 (thirty) days of the Signature Date (if a cash sale), furnish the Attorneys with an irrevocable and unconditional bank guarantee acceptable to the Attorneys, for the due payment of the balance of the purchase price. Alternatively, the Purchaser may pay such balance to the Attorneys, to be held in their trust account as provided for in clause 4.1.2, pending registration of transfer. 4.3 In the event of the percentage of VAT at any time prior to transfer being amended from the current rate of 14% (fourteen percentage points), then the purchase price shall be adjusted upwards or downwards, as the case may be. 4.4 All monies due by the Purchaser in terms of this Agreement, and unpaid on due date, shall bear interest at the rate of 2% (two percentage points) above the Prime Rate, calculated from the due date of payment to the actual date of payment thereof. 4.5 All or any payments to be effected hereunder, shall be effected by the Purchaser to the Attorneys free of exchange at Cape Town and without deduction or set off. 5. LOAN FINANCE 5.1 If item 4 of the Schedule is answered in the affirmative, then this sale is subject to the condition precedent that the Purchaser is granted a loan by a South African Bank or other credit provider, registered as such in terms of the National Credit Act, 34 of 2005, "the NCA", in the amount specified in item 4 of the Schedule. This condition will be deemed to have been fulfilled on the issue to the Purchaser by a registered credit provider of a written quotation and a written pre-agreement statement as contemplated in section 92 of the NCA, within 30 (thirty) days of the Signature Date, whether or not such quotation or preagreement statement is accepted by the Purchaser. The Purchaser undertakes to use his best endeavours to ensure that the loan referred to in this clause 5.1 is granted timeously and to cooperate with the Seller fully in order to ensure that the condition is fulfilled. The Purchaser acknowledges that the grant of the mortgage loan is subject to costs and charges levied in terms of the NCA. The Purchaser hereby agrees that his bond registration shall be attended to by Debra Gouws Attorneys or a firm nominated by her to ease the registration process. 5.2 In the event that the condition precedent recorded in clause 5.1 is not fulfilled or waived by the Purchaser within the time period as provided for, this Agreement shall lapse and be of no further force or effect. In the event that this Agreement lapses as aforesaid, then the Seller shall instruct the Attorneys to refund to the Purchaser the deposit paid in terms of clause 4.1.1, together with accrued interest thereon, less the Attorneys administration fee referred to in clause and, less an administration fee of R2000,00 (two thousand rand) plus VAT thereon, due to the Seller, which administration fee shall be released by the Attorneys to the Seller upon the lapsing as aforesaid. 5.3 Notwithstanding anything to the contrary contained in this clause 5, this Agreement shall operate irrevocably and in rem suam as a Power of Attorney in favour of the Seller, or the 11

12 12 Agent, which shall have the power to apply for a loan on behalf of the Purchaser. 5.4 In the event that Item 4 of the Schedule is left blank, then this sale will be deemed to be a cash sale and the provisions of this clause 5 shall therefore not be applicable. 5.5 In the event that the Purchaser obtains loan finance as set out in this clause 5 and thereafter the financial institution granting such loan finance withdraws the grant for any reason whatsoever prior to transfer, or; the Purchaser decides, for any reason, not to proceed with such mortgage bond and is unable to pay cash for the balance of the purchase price when called upon to do so, then such withdrawal/decision shall immediately constitute a breach of this agreement by the Purchaser and accordingly the provisions of clause 19 below shall apply. 6. TRANSFER AND CESSION 6.1 Transfer of the Unit and cession of the Exclusive Use Area/s shall be effected by the Attorneys into the name of the Purchaser as soon as is reasonably possible after the Signature Date. The Purchaser shall, once the Architect has issued his certificate in respect of the Unit in terms of clause 7.2, not be entitled to refuse to take transfer or to pay the balance of the purchase price, levies and/or occupational consideration in respect of the Unit and Exclusive Use Area/s by reason of any alleged defect therein or by reason of the fact that any part of the Sectional Title Scheme has not yet been fully completed. 6.2 The Purchaser shall sign all documents necessary to give effect to such transfer and cession within 3 (three) days of being called upon to do so. 6.3 Registration of transfer may not be delayed for any reason whatsoever by the Purchaser. 6.4 In the event that transfer of the Unit is delayed by any act or omission of the Purchaser, then the Purchaser shall pay to the Seller an increased occupational consideration, equivalent to interest at 3% (three percentage points) above the Prime Rate on the purchase price from the day on which the transfer would, but for such delay, otherwise have been registered to the date of actual registration of transfer. For this purpose the Attorneys assessment of the date on which transfer would otherwise have been registered shall be final and binding on the Purchaser. 6.5 The Purchaser will be liable for all attorneys fees pertaining to the costs of transfer and bond registration. In the event of the Purchaser requesting amendments to this Agreement and, the Seller agreeing thereto, the Purchaser shall be solely liable for the Attorneys fees and charges for attending to such amendments and, shall pay such fees and charges immediately upon demand therefor. 6.6 The Purchaser acknowledges and accepts that he has purchased the Unit and Exclusive Use Area/s in a development where a development mortgage bond is being utilised by the Seller and thus transfer to the Purchaser will be simultaneous with transfers to other purchasers necessitated by the Unit sold having to be released from the operation of the said development mortgage bond. In the circumstances the Purchaser acknowledges and accepts that lodgement of his particular transfer at the Deeds Office shall be entirely at the discretion of the Attorneys and the Purchaser's obligations in terms of this Agreement, including but not limited to payment of occupational rental and levies, shall remain and be unaffected by any delay occasioned by the above. The Purchaser shall not be entitled to resile from this Agreement as a result of such delay. 7. POSSESSION, OCCUPATION AND OCCUPATIONAL CONSIDERATION 7.1 Possession and vacant occupation of the Unit and Exclusive Use Area/s shall be given to and taken by the Purchaser on the Occupation Date, from which date all risk in and benefit to the Unit and Exclusive Use Area/s shall pass to the Purchaser. 7.2 The Seller shall give the Purchaser not less than 30 (thirty) days written notice of the anticipated Occupation Date. On or before the Occupation Date of which notice has been given to the Purchaser, the Seller shall request the Architect to certify that the Unit is

13 available for beneficial occupation. A Certificate signed by the Architect that the Unit is available for beneficial occupation shall be final and binding on both parties. Should the Architect so certify that the Unit is ready for beneficial occupation on a date later than that of which notice has been given, such later date shall become the Occupation Date, which later Occupation Date shall be final and binding on the parties. This clause shall not apply to Units in Block A inasmuch as the Units in Block A are ready for beneficial occupation. 7.3 The Purchaser acknowledges that: on the Occupation Date, other units in the Scheme, the Building/s and common areas in the other phases of the Sectional Title Scheme may still have to be constructed and/or be incomplete; occupants may therefore suffer temporary inconvenience from such building operations and from noise and dust resulting therefrom; the peaceful use and enjoyment of the Unit, the Exclusive Use Area/s and the Common Property may be temporarily interrupted from time to time during such building operations; the Purchaser shall have no claim whatsoever against the Seller, nor shall the Purchaser be entitled to delay the registration of transfer, claim any reduction in the purchase price, interest thereon or payment of occupational consideration and/or levies, by reason of any such inconvenience and/or interruption referred to in Clauses and The Seller shall however use its best endeavours to procure that such inconvenience and/or interruption is kept to a minimum; the anticipated Occupation Date reflected in item 7 of the Schedule is only an estimate of the Occupation Date and no liability whatsoever will attach to the Seller if the Occupation Date occurs before or after the date so reflected, nor in the event of a later Occupation Date occurring as contemplated in clause 7.2; the Occupation Date shall under no circumstances be deferred or the Unit and/or Exclusive Use Area/s considered unsuitable for beneficial occupation by reason of any improvements, additions or alterations to be effected to the Unit and/or Exclusive Use Area/s by or at the request of the Purchaser not having been completed; failure by the Purchaser to take occupation or to accept the keys to the Unit will not in any way affect the Occupation Date or the payment of occupational consideration; the occupation of the Unit by the Purchaser (and those occupying through or under the Purchaser) between the Occupation Date and the date of transfer of the Unit, shall not in any way constitute a tenancy between the Seller and the Purchaser (and those occupying the Unit through or under the Purchaser); and the Seller shall insure the Building/s up to the day prior to the establishment of the Body Corporate and, the Body Corporate shall ensure the Building/s from such date. 7.4 With effect from the Occupation Date until transfer of the Unit and cession of the Exclusive Use Area/s, the Purchaser shall at all times, as long as this Agreement remains in force, comply with the provisions of the Act, as if the Purchaser was the owner of the Unit. 7.5 Should registration of transfer take place after the Occupation Date, the Purchaser shall pay the Seller occupational consideration in the amount specified in item 8 of the Schedule, which consideration shall be paid monthly in advance to the Attorneys, pro rated where applicable. 13

14 14 8. VOETSTOOTS 8.1 Save as specifically set out in this Agreement, the Seller has made no representations and given no warranties in respect of the Unit, the Exclusive Use Area/s, the Lifestyle Centre and/or the Building/s in respect of anything relating thereto and this sale is accordingly "voetstoots" and the Seller, other than as provided for in clause 11, shall not be liable for any defects in the Unit, the Exclusive Use Area/s, the Lifestyle Centre and/or the Buildings or in respect of anything relating thereto whether patent or latent. 8.2 The Purchaser shall accept transfer of the Unit and cession of the Exclusive Use Area/s subject to all conditions and servitudes benefiting or burdening the Unit, the Exclusive Use Area/s and/or the Property whether existing or hereafter imposed by any competent authority or by the Seller. 9. DRAWINGS, SPECIFICATIONS AND FINISHES 9.1 The Architect shall be entitled to: substitute items of a similar standard and quality for any specified item referred to in the Plans and Drawings; vary the specifications, finishes and fittings and/or other items reflected in the Plans and Drawings for the Building/s, Lifestyle Centre, Section and/or Exclusive Use Area/s, should the Architect consider same reasonably necessary for technical or aesthetic reasons; change the area or layout of the Building/s, Lifestyle Centre, the Section and/or the Exclusive Use Area/s (or any component thereof) should the Seller and/or the Architect consider same reasonably necessary for technical or aesthetic reasons; and/or to meet any special requirements of the Seller and/or the relevant authorities; provided that such variations referred to in clauses and do not materially affect the Building/s, Lifestyle Centre, Section and/or Exclusive Use Area/s. A certificate by the Architect that any changes so made do not result in a material change shall be conclusive proof thereof and shall be final and binding on the parties. 10. CONSTRUCTION AND COMPLETION OF THE SECTIONAL TITLE SCHEME 10.1 Subject to the provisions of this Clause 10, it is recorded that the Seller shall procure the completion of the Sectional Title Scheme substantially in accordance with the Plans and Drawings The Purchaser shall not be entitled to require any alterations to be made to the dimensions or specifications from those specified in the Plans or in the Drawings, unless such alterations have been agreed to by the Seller and have been reduced to writing and have been signed by both parties The Purchaser acknowledges that, subject to the provisions of clause : any images reflected on the Plans and Drawings are for illustrative purposes only and will not be binding on the Seller; any model of the Sectional Title Scheme and/or the Unit made by or on behalf of the Seller and any advertisement or other advertising material used for purposes of marketing the Sectional Title Scheme and/or the Unit shall not constitute a representation by the Seller and the Purchaser shall not be entitled to rely on any information therein; all measurements and dimensions reflected in this Agreement and in the annexures to this Agreement are approximate and are subject to finalisation on approvals being granted.

15 10.4 In the event of there being any dispute between the parties as to the completion of the Building/s, the Unit and/or the Exclusive Use Area/s referred to in clause 10.1, the dispute shall be referred for determination to the Architect, who shall act as an expert and not an arbitrator and, whose decision shall be final and binding on the parties The Purchaser shall in no manner whatsoever be entitled to interfere, including but not limited to the giving of directions or instructions, with the contractors and/or subcontractors employed by the Seller Neither the Purchaser nor any person or firm employed by him shall carry out any work on or to the Unit prior to registration of transfer of the Unit. Work subsequent thereto shall not be carried out without the permission of the Body Corporate in terms of the Rules. 11. DEFECTS Patent Defects 11.1 Prior to the Occupation Date, the Architect shall give the Purchaser a written and signed list ("the provisional defects list") of items in the Unit and Exclusive Use Area/s which in the opinion of the Architect are incomplete and/or defective ("patent defects"). Within 7 (seven) days of receipt of the provisional defects list, the Purchaser shall: confirm the provisional defects list by signing it and returning it to the Architect; or add to it any other patent defects, sign the additions and the provisional defects list and return it to the Architect. The provisional defects list, once signed in terms of clauses or , shall hereafter be referred to as "the patent defects list". After such signature, the Purchaser shall have no further right to add any items to the said list The Seller shall cause reasonable repairs to items on the patent defects list to be effected as soon as reasonably possible after receipt of the patent defects list by the Architect Should the Purchaser fail to comply with clauses or , the Purchaser shall be deemed to have accepted the Unit and Exclusive Use Area/s in good order and condition and the Seller shall bear no liability in respect of any patent defects. Latent Defects 11.4 The Purchaser shall be entitled to furnish the Seller, at its domicilium as provided for in clause 22, with a written and signed list of any latent defects which have manifested themselves in the Unit and/or Exclusive Use Area/s ("the defects list") provided that the Seller receives the defects list within 90 (ninety) days after the Occupation Date ("the ninety day period"), failing which the Purchaser shall be deemed to have accepted the Unit and Exclusive Use Area/s in good order and condition. The Seller shall cause reasonable repairs to the said defects to be effected as soon as reasonably possible after receipt of the defects list The Seller shall be responsible for major structural defects to the Unit and/or Building/s for a period of 5 (five) years reckoned from the Occupation Date and, for repairs to any roof leaks in the Building/s for a period of 12 (twelve) months reckoned from the Occupation Date, provided that the Purchaser has furnished the Seller, at its domicilium as provided for in clause 22, with a written and signed list of such defects, within the aforesaid stipulated time periods. 15 All Defects 11.6 The Seller and all persons authorised or employed by the Seller shall be entitled to access to the Unit and Exclusive Use Area/s for purposes of inspection and effecting the repairs

16 to the defects referred to in clauses 11.1, 11.4 and After such repairs have been effected, no liability shall attach to the Seller in respect of any defects The Seller's obligations in terms of Clauses 11.1, 11.4 and 11.5 shall only apply in respect of defects arising as a result of faulty design, workmanship and/or materials used in the construction of the Unit, Exclusive Use Area/s and/or Building/s and for no other defects, howsoever arising; only apply for so long as the Purchaser is the registered owner of the Unit and Exclusive Use Area/s; not apply in respect of or arising in any way from any work, carried out by any person appointed directly by the Purchaser or by any consultant, designer, agent, employee, or other person authorised by the Purchaser, effected at the instance of the Purchaser; not entitle the Purchaser to claim any consequential damages from the Seller A certificate by the Architect stating that any defect for which the Seller is liable in terms of clauses 11.1, 11.4 and/or 11.5 has been made good, shall be final and binding on the parties and shall relieve the Seller from any further obligations in respect of such defect. In the event of a dispute between the Purchaser and the Seller as to whether or not any defect referred to in clauses 11.1, 11.4 and/or 11.5 arose as a result of faulty design, workmanship and/or materials or from other work referred to in clause , then such dispute shall be referred to the Architect (acting as an expert and not as an arbitrator) whose decision shall be final and binding on the parties. 12. LIFESTYLE CENTRE 12.1 The Purchaser acknowledges that: the Seller has constructed the Lifestyle Centre; the Lifestyle Centre is an integral part of the Sectional Title Scheme; once the Seller has transferred the last unit in the Sectional Title Scheme to an end purchaser, it shall no longer have an interest in the Sectional Title Scheme and accordingly, it is for the benefit of all purchasers in the Sectional Title Scheme for the Body Corporate to be responsible for the control and management of the Lifestyle Centre, which shall remain a part of the Common Property. Accordingly, at such time of the last transfer of a unit to an end purchaser by the Seller as set out above, the Lifestyle Centre shall become the sole responsibility of the Body Corporate, subject to the lease/s referred to in clause This Agreement shall operate irrevocably and in rem suam as a Power of Attorney in favour of the Seller, to exercise all of the Purchaser's voting rights at the first general meeting of the Body Corporate for the Body Corporate to accept the cession and assignment of the Seller's rights and obligations in terms of the lease/s referred to in clause ; the Seller shall, prior to the establishment of the Body Corporate, enter into lease agreement/s with third party operator/s for the lease of the Lifestyle Centre (or portion/s thereof). Such lease/s shall include, but not be limited to, the rights of the third party operator/s to: sublet the Lifestyle Centre (or any portion/s thereof) to medical and health practitioners, fitness instructors, personal trainers and other such related practitioners; grant membership to the Lifestyle Centre to persons who are not members of the Body Corporate; and 16

17 to collect a contribution from the Body Corporate, through its levying of its members, for the members' use of the Lifestyle Centre; the Seller may use a portion of the Lifestyle Centre, free of consideration, for marketing purposes for the Sectional Title Scheme until the last unit in the said scheme has been transferred to an end purchaser; the Body Corporate may itself issue membership to the Lifestyle Centre to persons who are not members of the Body Corporate, at a fee to be determined by the Body Corporate from time to time (and in agreement with the third party operators in terms of the lease/s referred to in clause ); the Purchaser shall automatically become a member upon registration of the Unit into his name and, for so long as he is an owner of a unit in the Sectional Title Scheme, he shall remain a member of the Lifestyle Centre and shall be obliged to pay for such membership through his contribution to the levies as set out in clause Each unit in the Sectional Title Scheme shall be allocated 2 (two) automatic memberships to the Lifestyle Centre, upon registration of transfer, irrespective of the ownership of the Unit and Exclusive Use Area/s. Such membership shall attach to the unit and not to the Purchaser, his tenant/s, visitors and/or his successors-in-title The Purchaser may apply to the Body Corporate for any additional memberships, the cost and duration whereof shall be determined by the Body Corporate from time to time (and in agreement with the third party operator/s in terms of the lease/s referred to in clause ). 13. UNDERTAKINGS AND WARRANTIES BY THE SELLER The Seller undertakes and warrants that it shall take all reasonable steps necessary to procure 13.1 that the Occupation Date will take place as close as possible to the date specified in item 7 of the Schedule; 13.2 the registration of the Sectional Plan in terms of the Act as soon as is reasonably and practicable after the Signature Date. 14. CONDITIONS APPLICABLE PENDING TRANSFER AND CESSION 14.1 Upon the Purchaser taking occupation of the Unit and Exclusive Use Area/s and pending transfer and cession, the following conditions shall apply save insofar as may be inconsistent with the provisions of this Agreement, the provisions of section 44(1) of the Act shall apply; the provisions of the Rules insofar as they cast any duty upon the Purchaser or occupier of a Unit, shall bind the Purchaser and be enforceable by the Seller; the Purchaser may not make any alterations or additions to the Unit and the Exclusive Use Area/s without the prior written consent of the Seller; the Purchaser shall maintain the interior of the Unit and the Exclusive Use Area/s (if any); the Purchaser shall not sell, let or in any other manner dispose of or part with (whether temporarily or otherwise) the Unit and Exclusive Use Area/s or his rights of occupation thereof, except with the prior written consent of the Seller.

18 The Seller shall, pending registration of transfer: 15. INSPECTION OF UNIT 16. LEVIES insure the Building/s and all improvements, fixtures and fittings in or upon the Property to the full replacement value thereof against such risks as the Seller may decide; maintain the Common Property excluding the Exclusive Use Area/s and keep it in a state of good and serviceable repair and in a neat, tidy and sanitary condition; and administer the Property and make all payments in respect of rates, taxes and other imposts, electricity and water consumed upon the Common Property (which is still under construction) and all other charges in connection with the Property and the Building/s. The Seller and/or the Seller's duly authorised agent shall be entitled to inspect the Unit and the Exclusive Use Area/s at all reasonable times during the currency of the Agreement The Purchaser shall be liable from the Occupation Date for levies payable in terms of section 37(1) of the Act calculated in accordance with the participation quota attributable to the Section; such levies as may be imposed in respect of the Exclusive Use Area/s; and as further provided for in clauses 16.2, 16.3 and Save as recorded in clause 16.3, the participation quota for the residential as well as nonresidential components of the Sectional Title Scheme shall be determined on a like basis for all sections in the Sectional Title Scheme i.e. the participation quota of a section shall be a percentage expressed to four decimal places, and arrived at by dividing the floor area (correct to the nearest square metre) of the section by the floor area (correct to the nearest square metre) of all sections in the buildings comprising the Sectional Title Scheme The levies for the Exclusive Use Area/s shall be as follows: the undercover parking bays shall be calculated at three-quarters of the rate per square metre of the floor area applicable to a section; and the terraces shall be calculated at one-tenth of the rate per square metre of the floor area applicable to a section; as more fully set out in clause Pending the determination of the actual amount of such levy, the Purchaser shall from the Occupation Date pay on account of such monthly levy an amount as shall be certified by the Seller as being its bona fide estimate of such monthly levy. Upon the determination of the actual monthly levy so payable any amount unpaid or overpaid shall forthwith be paid or reimbursed by one party to the other The Purchaser's contribution to such levies are estimated as per item 5 of the Schedule, which levy amount includes the automatic membership to and, the use of, the Lifestyle Centre as provided for in clause 12.

19 RULES When opening the Sectional Title Register, the Seller has/shall be entitled to (as the case may be) amend the Management and/or Conduct Rules contained in the Act so as to provide for: 17.1 the levy determination in clause 16; 17.2 a rule giving the trustees of the Body Corporate the right from time to time to make regulations governing the use of the Common Property and the use, maintenance, upkeep and membership of the Lifestyle Centre (subject to the provisions of clause 12); and 17.3 any additional rules as more fully set out in Annexures "G" and "H" hereto. The provisions of this clause 17 shall be drawn by the Attorneys so as to give effect to the provisions of this clause 17 and/or the wording of which may be amended by them in their discretion as may be required in terms of the Act or regulations or as may be required by the Deeds Registry at the time of the opening of the Register. 18. MANAGING AGENT 18.1 The Seller shall be entitled to appoint the first Managing Agent, which appointment shall be valid and binding on the Body Corporate for 1 (one) year after the first general meeting of the Body Corporate The Purchaser gives the Seller, with effect from the date of transfer, the irrevocable power of attorney to make this appointment and authorises the Seller to exercise all of the Purchaser's voting rights in this regard in order to give effect to this provision. 19. DEFAULT 19.1 In the event of either party committing a breach of this Agreement or failing to comply with any of the provisions hereof, then the aggrieved party shall be entitled to give the defaulting party 7 (seven) days notice in writing to remedy such breach or failure, and if the defaulting party fails to comply with such notice then the aggrieved party shall forthwith be entitled, but not obliged, without prejudice to any other rights or remedies, which it may have in law, including the right to claim damages to claim immediate specific performance of the defaulting party's obligations, including payment of the full balance of the purchase price (if applicable); or to cancel this Agreement, and where applicable, resume immediate possession and occupation of the Unit and Exclusive Use Area/s and either retain all payments, whether by way of deposit, interest or otherwise paid by the defaulting party in terms of this Agreement, as being the amount which the parties record will be compensation for the damages suffered by the other party as a result of the defaulting party's breach of contract or, alternatively and in lieu of such penalty, and at the other party's sole discretion, claim all damages suffered by reason of the defaulting party's breach of contract, with the right to retain any payments made under this Agreement until the amount of the damages has been determined and to apply such payments towards satisfaction of the amount of such damages when quantified Should the Purchaser dispute the Seller's right to cancel this Agreement, then pending the determination of that dispute, the Purchaser shall be obliged to continue payment of all amounts payable by him in terms of this Agreement on the due dates thereof and the Seller shall be entitled to recover and accept those payments without prejudice to the Seller's claim for cancellation of this Agreement or any other rights of the Seller whatsoever Upon cancellation of this Agreement for any reason whatsoever, the Purchaser hereby undertakes to vacate forthwith the Unit and Exclusive Use Area/s and to procure that the

20 Unit and Exclusive Use Area/s shall be vacated by any persons who occupy it through the Purchaser's title or by his permission. Occupation shall be redelivered in the same good order and conditions as at the Occupation Date In the event that the guarantee referred to in clause 4.2 for any reason being revoked, and/or the loan referred to in clause 5 for any reason being withdrawn or cancelled, any such event shall be regarded as a breach by the Purchaser under this Agreement It is specifically recorded that should any breach by the Purchaser occur at a time critical to the registration procedure, the Seller shall be entitled to require the Purchaser to remedy such breach within a period of 24 (twenty-four) hours, and not within the 7 (seven) days period referred to in clause The Attorney's decision as to what constitutes critical to the registration procedure shall be final and binding on the parties. 20. BROKERAGE 20.1 The Seller shall pay commission to the Agent referred to in item 9 of the Schedule If the Purchaser fails to carry out his obligations in terms of this Agreement, the Agent shall recover the said commission from the Purchaser. In such case, the Agent shall have no claim of whatsoever nature against the Seller for the payment of commission and, the Purchaser hereby indemnifies and holds the Seller harmless against any such claim by the Agent arising from the Purchaser's breach of contract. 21. GENERAL 21.1 The terms of this Agreement form the sole contractual relationship between the parties hereto and no variation of this Agreement shall affect the terms hereof unless such variation shall be reduced to writing under the hands of the parties hereto No extension of time or indulgence granted by either party to the other shall be deemed in any way to affect, prejudice or derogate from the rights of such party in any respect under this Agreement, nor shall it in any way be regarded as a waiver of any rights hereunder, or a novation of this Agreement The Purchaser shall not be entitled to withhold, delay, abate or set off payment of any amounts due to the Seller in terms of this Agreement for any reason whatsoever If there is more than one Purchaser in terms of this Agreement, the liability of each of the Purchasers shall be joint and several. 22. NOTICES AND DOMICILIA 22.1 Each of the parties chooses domicilium citandi et executandi ("domicilium") for the purposes of the giving of any notice, the payment of any sum, the serving of any process and for any other purposes arising from this Agreement at their respective addresses set forth in the Schedule Each of the parties shall be entitled from time to time, by written notice to the others to vary its domicilium to any other address within the Republic of South Africa which is not a post office box or poste restante Any notice given and any payment made by a party to any of the other ("the addressee") which is delivered by hand during the normal business hours of the addressee at the addressee's domicilium for the time being shall be presumed, until the contrary is proved by the addressee, to have been received by the addressee at the time of delivery; posted by prepaid registered post from an address within the Republic of South Africa to the addressee at the addressee's domicilium for the time being shall be presumed, until the contrary is proved by the addressee, to 20

21 have been received by the addressee on the fourth day after the date of posting Where, in terms of this Agreement any communication is required to be in writing, the terms of "writing" shall include communications by telex, facsimile or . Communications by telex, facsimile or shall, unless the contrary is proved by the addressee, be deemed to have been received by the addressee 1 (one) hour after the time of transmission/sending Notwithstanding the provisions of clauses 22.2 to 22.4 above, actual receipt of a notice shall be deemed sufficient delivery, notwithstanding that same was not delivered/transmitted and/or sent to the domicilium address/facsimile and/or TRUSTEE FOR A COMPANY TO BE FORMED If this Agreement is entered into by the signatory for the Purchaser in his capacity as trustee for a company or close corporation to be formed, then: 23.1 the said signatory (identified in item 1 of the Schedule), by his signature hereto, hereby binds himself in favour of the Seller as surety and co-principal debtor, under renunciation of the benefits of division, excussion and cession of action, the full meaning of which he declares himself to be fully acquainted with, for the due performance of all the obligations of the said company or close corporation in terms of or arising out of this Agreement or any cancellation hereof, including but not limited to damages; and 23.2 without prejudice to the provisions of clause 23.1, in the event of such company or close corporation not being formed within 45 (forty five) days after the Signature Date, and/or failing to ratify and make the provisions of this Agreement binding upon itself, and/or failing within 7 (seven) days thereof to deliver to the Attorneys the originals or notarially certified copies of its certificate of incorporation, memorandum and articles of association, certificate to commence business and all necessary resolutions of shareholders and/or directors in respect of this sale, in the case of a company, or of its founding statement, any applicable association agreement (or ratification and adoption of this sale, in the case of a close corporation), then and in any such event, the said signatory shall be personally liable in terms hereof as if he had been contracted in his own personal capacity. 24. COMPANY/CLOSE CORPORATION/TRUST If this Agreement is signed as Purchaser by a person purporting to act for and on behalf of a company, close corporation or trust (other than a company, close corporation not yet formed), he shall be deemed to warrant that he is duly authorised so to sign this Agreement and the signatory reflected in item 1 of the Schedule shall, by his signature hereto, bind himself in favour of the Seller as surety and co-principal debtor in solidum with such company, close corporation or trust under renunciation of the benefits of division, excussion and cession of action, for the due performance of all the obligations of the said company, close corporation or trust in terms of or arising out of this Agreement or any cancellation hereof. 25. INDEMNITY The Purchaser hereby waives all claims against the Seller for any loss or damage to property or any injury or death to person which the Purchaser may sustain in or about the Property, the Unit or the Building/s and indemnifies the Seller against any such claim (including but not limited to any claim for costs and to Attorney and own client costs in accordance with the non-litigious tariff recommended by the Law Society of the Cape of Good Hope or its successors) that may be made against the Seller by any member of the Purchaser's family or the Purchaser's invitees, employees, or agents for any loss or damage to property or injury to person suffered in or about the Property, the Unit or the Building/s howsoever such loss or damage to property or injury to person may be caused. 26. RIGHT OF CESSION The Seller shall be entitled to cede any of its rights and delegate any of its obligations in terms of this Agreement, and, to the extent that it may be necessary, the Purchaser consents thereto. 21