OFFER TO PURCHASEsummerleycourt.co.za/images/uploads/Sectional_Title_Retirement... · Unit No. Name File Ref. No. ... Part One Important Notes 3 Part Two Signature Page 5 Part Three

OFFER TO PURCHASE (incorporating a Deed of Sale)

in respect of

a Sectional Title Unit for Retired Persons

before the opening of a Sectional Title Register

Seller/Developer

Gemini Moon

Gemini Moon Trading 325 (Pty) Ltd

Registration Number 2007/001970/2007

Suite D6, Westlake Square, 1 Westlake Drive, Tokai, 7945

Tel. (021) 701-2485 Fax (021) 701-3984

Managing Agent

Golden Elder Management Services cc

Registration Number 2010/060028/23 118 Main Road, Diep River, 7800

PO Box 26158 Hout Bay 7872

Tel (021) 712-1043 Fax 086 508-1283

Unit No.

Name

File Ref. No.

Contents Page

Part One Important Notes 3

Part Two Signature Page 5

Part Three Declaration 6

Part Four Important Details 9

Section A: Seller 9

Section B: Purchaser 9

Section C: Spouse / Third Party Occupant 9

Section D: Scheme, Address, Price, Deposit, Payment 10

Section E: Estimated Levies, Rentals, Cost & Charges 11

Section F: Description of the Land 11

Section G: Conveyancer’s Trust Bank Account 12

Section H: Sales Agent 12

Section I: Managing Agent 12

Section J: Association’s Bank Account 12

Section K: Special Conditions 13

Part Five Terms & Conditions 14

Section I: Form, Definitions and Introduction 14

Section II: Conditionality 31

Section III: Purchase and Sale 34

Section IV: Financial & Other Consequences of Transfer & the Scheme 48

Section V: BREACH 62

Section VI: General 64

Part Six Annexure 1 - Services to be Provided 71

Annexure 2 - Disclosure Schedule 72

Annexure 3 – Management Rules & Conduct Rules 73

Annexure 4 - Association Constitution 74

Annexure 5 - Pro forma Handover Form & Snag List 75

Annexure 6 – FICA Documentation 76

Annexure 7 – Client Investment Mandate 77

Annexure 8 – Architectural Plan 78

Annexure 9 – Standard Specification & Finishes 79

Annexure 10 – Right to Extend Sectional Plan 80

Annexure 11 – The Act & HDSFRP Regulations 81

Annexure 12 – Extract from the Consumer Protection Act 82

Annexure 13 – Draft Management Agreement 83

Sectional Title Retirement Sale Agreement Version 1.1 Revision Date 12 December 2012

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Part One - Important Notes

PLEASE READ CAREFULLY

1. This Document is an Offer to Purchase a Sectional Title Unit in a Retirement Scheme where the Sectional Title

Register is yet to open.

2. This Document becomes a legally binding agreement creating rights and bringing about obligations and,

as such, the Purchaser should not Sign this Agreement unless:

- the Purchaser is fluent in and understands the English language; and

- the Purchaser has read the content of each and every page; and

- the Purchaser understands the meaning and Significance of all the Clauses; and

- the Purchaser fully understands his rights and obligations arising out of this Agreement and

unconditionally agrees to be bound thereby; and

- the Purchaser is satisfied that all costs, expenses, fees, imposts, taxes, duties, levies and charges have

been explained to him; and

- the Purchaser fully understands the financial implications, interest charges, fees and costs pursuant to

the Purchaser committing himself to the sale and purchase, as well as the on-going levies and other

fees associated with the Unit and the Service Package contemplated and provided for in this

Agreement and, to the extent applicable, has sufficient and/or regular income and/or other financial

means or resources to service any loan, interest and/or other fees and costs contemplated in the

National Credit Act; and

- all blank spaces have been correctly filled in or otherwise deleted,

because by his Signature, the Purchaser confirms each of the points set out above.

3. The Purchaser is entitled and was encouraged to obtain independent legal advice on this Agreement prior

to Signature hereof.

4. Each page of this Agreement, including Annexures, should be initialled at the bottom right hand corner and

Signed in full where so directed. Failure to do so will not invalidate the Agreement as it is merely required as

an evidentiary tool to show that the Parties have both read each and every page of the Agreement.

5. The Consumer Protection Act, if applicable to the transaction provided for and recorded in this Agreement,

provides amongst others that:

(i) suppliers cannot unfairly limit access to goods and services to a consumer, or class of consumers

based on any ground of discrimination;

(ii) suppliers cannot unfairly discriminate by prioritising any consumer group over others when

marketing, selling or distributing their goods and services;

(iii) suppliers cannot vary the quality of their goods and services in a discriminatory manner;

(iv) consumers have the right to query the inferior quality of goods and services;


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(v) suppliers cannot unfairly charge different prices for the same goods and services to different

consumers based on discrimination;

(vi) consumers should be treated equally, irrespective of gender, race, socio-economic status or geographic location;

(vii) a consumer has the right to cancel contracts which arose as a result of direct marketing, within the

cooling off period of five Business Days;

(viii) a consumer has the right to choose or examine goods, even after purchase and delivery;

(ix) information must be in plain and understandable language;

(x) prices of goods and services must be disclosed;

(xi) a consumer has the right to:

- protection against unconscionable conduct; - protection against false, misleading or deceptive representations;

- protection against fraudulent schemes and offers; - assume that suppliers are entitled to sell goods;

- protection against unfair, unreasonable or unjust contract terms; - obtain notice for certain terms and conditions;

- obtain free copies of agreements or contracts;

- refuse to accept prohibited transactions, agreements, terms or conditions; - approach the court to ensure fair and just conduct and terms and conditions; and

- safe, good quality goods, being an implied warranty of quality;

(xii) an agreement: being in plain language, free of any unfair, unjust or unreasonable contract terms, giving adequate and timely notice to consumers of certain types of terms, being free of any terms

prohibited and not attempting to negate warranties provided to consumers in the Consumer

Protection Act.

6. As all the terms, conditions and/or covenants of this Agreement are not intended to be in contravention or violation of the Consumer Protection Act, all terms, provisions and/or covenants must be treated as being

qualified, if necessary and applicable, to ensure that the provisions of the Consumer Protection Act are

complied with.

7. The Alienation of Land Act, if applicable to the transaction provided for and recorded in this Agreement,

provides amongst others that a purchaser may, within 5 (five) Business Days after Signature by him of an

Offer to Purchase or Deed of Alienation, revoke or cancel such Offer to Purchase or Deed of Alienation, by

Written Notice to the seller or its agent, notifying him or it of the purchaser’s desire to cancel the Offer to

Purchase or Deed of Alienation. This cooling-off or statutory right to cancel a contract only applies to

purchases of property not exceeding R250,000 (two hundred and fifty thousand Rand) and where such

property is intended to be used for residential purposes and, in this instance, is an interest as defined in

terms of the Act. This right to cancel only applies to natural Persons and excludes trusts, companies, close

corporations and like corporate entities.

8. There are no other obligations on the Seller other than as set out in this Agreement. Any representation,

statement, guarantee and/or promise made by any Person, including but not limited to the Sales Agent or

Managing Agent, to the Purchaser, or contained in any brochure, advertising or marketing material, which

is not contained in this Agreement, will not be binding on the Seller nor will it be a term of this Agreement.

This Agreement will take precedence over any and all brochures, advertising or marketing material.


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Part Two - Signature Page

OFFER TO PURCHASE

1. The Purchaser, by his Signature hereto, hereby offers to purchase the Subject Matter, as defined

in Part Five, Section I, as detailed in Part Four, Section D, from the Seller, upon the terms and

conditions set out herein.

2. This Offer to Purchase (as set out herein) will remain open for acceptance by the Seller and will

be irrevocable for a period of 30 (thirty) Calendar Days from the date so Signed by the

Purchaser, or, until declined in Writing by the Seller, whichever is earlier.

Signed at on this the day of

Sign in full Sign in full

1. Witness

Sign in full

The Purchaser/s

2. Witness

ACCEPTANCE

The Seller, by its duly authorised representative’s Signature hereto, hereby accepts the Purchaser’s

Offer to Purchase the Subject Matter set out herein, bringing about a valid and binding agreement

enforceable by and between the Parties upon the terms and conditions set out in this Agreement.



1. Witness

Sign in full

The Seller

2. Witness

CONSENTING SPOUSE

The Purchaser’s undersigned Spouse, to the extent such Spouse is not a joint Purchaser, hereby confirms

having read and acquainted herself or himself with and understands the content of this Agreement

and by Signature hereto, consents (in terms of the relevant provisions of the Matrimonial Property Act or

in terms of the laws of a foreign country under which he or she was married) to the said Spouse

concluding this Agreement as a Party hereto and accepts the benefits hereof and agrees to be bound

by the obligations herein contained.



1. Witness

Sign in full Consenting Spouse

Full Names

2. Witness


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Part Three - Declaration

The Purchaser hereby confirms:

1. this Agreement is in the official language of his or her choice; and

2. having read the content of each and every page of this Agreement and, in particular,

the Important Notes set out in Part One; and

3. that the Purchaser fully understands and appreciates the meaning and significance of all

the Clauses, terms, conditions, provisions and/or covenants, especially the rights and

obligations arising out of this Agreement and unconditionally agrees to be bound hereby;

and

4. and declares that the full extent of the Purchaser’s obligations and rights herein were and

have, where required, been explained to the Purchaser and that he has been given the

opportunity to obtain independent legal advice and make the necessary enquiries in

respect of the Subject Matter, the Services Package and all material aspects pertaining

thereto and that the Purchaser understands the legal nature and effect thereof and of

this Agreement; and

5. that the Purchaser is satisfied that all costs, expenses, fees, imposts, taxes, levies, duties,

charges and/or commissions have been disclosed and explained to him; and

6. that the Purchaser fully understands the financial implications and costs of committing

himself as a consequence of entering into this Agreement and, to the extent applicable,

has sufficient or regular income or other financial means or resources to service any Levy,

loan, interest or other fees, expenses and/or costs contemplated in this Agreement and/or

in the National Credit Act; and

7. that all blank spaces have been correctly filled in or otherwise deleted; and

8. that no undue pressure or inducement was brought to bear or made in agreeing to the

terms, conditions, provisions and/or covenants set out in or in Signing this Agreement; and

9. that none of the terms, conditions, provisions and/or covenants set out in this Agreement

are unfair, unreasonable and/or unjust; and

10. that he has been informed that, in terms of Section 16, read with Section 20(2)(a), of the

Consumer Protection Act, in the event an agreement has been concluded as a result of

direct marketing (as defined in the Consumer Protection Act), the Purchaser has the right

to rescind a transaction, without reason or penalty, within 5 (five) Business Days after the

later of: (i) the transaction or agreement being Signed; or (ii) the Subject Matter having

been delivered to the Purchaser; and

11. that this Agreement has NOT been concluded as a result of direct marketing; and

12. that he is aware that, in terms of Section 29A, read with Section 2(2A), of the Alienation of

Land Act, he will be entitled to revoke this Offer to Purchase within 5 (five) Business Days

of his Signature hereto, by giving the Seller or the Agent Written Notification thereof,

provided the transaction herein set out is one contemplated in the aforesaid Alienation of

Land Act; and


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13. that, as the Purchase Price exceeds the sum of R250,000 (two hundred and fifty thousand

Rand), the cooling off right or right of revocation referred to in Clause 12 above, does NOT

apply and, as such, this Agreement cannot be revoked thereby; and

14. that the Seller made the following Written information and/or documents available to the

Purchaser for inspection prior to Signing this Agreement as contemplated and provided

for in terms of Regulation 5 of the HDSFRP Regulations:

(a) information as contemplated in Regulation 3, namely:

- the advertisement relating to the alienation of the Subject Matter contained —

(i) information describing the type or types of accommodation concerned,

being a description adequate enough to disclose its true nature; and

(ii) a statement of the legal basis upon which the housing interest is to be

alienated; and

(iii) a statement that the Scheme is not erected and when it will be erected;

and

(iv) the physical address of the Scheme; and

(v) a statement that the Scheme is a housing development scheme as

contemplated by the Act;

(b) the draft site development plan, floor lay-out and in the event of the building not

being completed, a copy of the draft building plans in the process of being or which

have been approved, as the case may be, by the Local Authority;

(c) a copy of the complete contract to be Signed;

(d) a copy of the draft Management Agreement;

(e) the indicative and estimated floor area in square metres of the Subject Matter;

(f) a statement that the Land relating to the Scheme is held under ownership by the

Seller;

(g) a description of the Land relating to the Subject Matter;

(h) a statement that the Land was not being held by the Seller by virtue of a lease, but

ownership and how long the Seller has owned the Land;

(i) a statement that the Seller is the owner;

(j) a statement that the Seller has NO direct or indirect interest in the Managing Agent or

Manager;

(k) a statement that the Land is encumbered by a mortgage bond, the name and

address of the Person in favour of whom the mortgage bond is registered at the time

the Agreement is concluded as well as the amount or amounts of such bond or

bonds, and when the capital and interest due in terms of the mortgage bond is

payable;

(l) the amount and nature of the Purchase Price or consideration;


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(m) the annual rate at which interest, if any, is to be paid on any balance in respect of the

Purchase Price or consideration;

(n) the amount, or the method of determining the amount, of each instalment, if any,

which would be payable under the Agreement in reduction or settlement of the

relevant consideration;

(o) the due date, or the method of determining the due date, of each such instalment or

payment;

(p) an inventory of the minimum movables, if any, which will be available for use by the

Purchaser;

(q) a detailed projection of the estimated income and expenditure in respect of the

operation and maintenance of the Scheme for one year in advance including a

reasonable provision for future maintenance and repairs, certified as adequate by

both the Seller and the Managing Agent;

(r) a statement as to the age of the accommodation or Subject Matter;

(s) the Management Rules and/or Conduct Rules referred to in HDSFRP Regulation 9(1)(o);

(t) particulars of other housing development schemes in which the Seller was directly or

indirectly involved in;

(u) a statement that all residential accommodation on the Land is being utilised for the

purposes of the Scheme; and

(v) as the transaction does not concern an alienation of a right of occupation as defined

in the Act, there is no —

(i) statement of the proviso according to which the Purchaser may occupy the

housing interest and the period of such occupation; and

(ii) statement concerning the percentage of the Purchase Price, if any, which will

be repaid to the Purchaser or any other Person or to the estate of the

Purchaser or any such other Person when the right of occupation expires.


1. Witness

Sign in full

The Purchaser/s

2. Witness


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Part Four - Important Details

A: THE SELLER

Gemini Moon Trading 325 (Proprietary) Limited

Company Registration Number : 2007/001970/07

Physical Address & Domicilium : Suite D6, Westlake Square, 1 Westlake Drive, Tokai, 7945 Postal Address : PO Box 30797 Tokai, 7966

Telephone : (021) 701-2485

Facsimile : (021) 701-3984

E-mail Address : [email protected] Contact Person : Christopher Hyland herein represented by Christopher Eric Hyland, duly authorised by a resolution of the Board of Directors

B: THE PURCHASER / S * *delete and/or complete whichever is or is not

applicable

C: SPOUSE / OCCUPANT*

Surname/Name

First Name/s

Identity Number

(registration or reference

number/passport

number/date of birth)

Income Tax Number

Physical Address &

Domicilium

Postal Code

Postal Address

Postal Code

Telephone (Home)

Telephone (Business)

Cellular

Facsimile

E-mail Address

Place where & when Marital Status

if single/unmarried/divorced or

widowed delete and initial

In/out CoP/by ANC/Customary/Foreign

In CoP Out of CoP – without accrual Out of CoP – with accrual Customary Law/Muslim Rights Foreign Law

mailto:[email protected]


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D: SCHEME, SUBJECT MATTER, ADDRESS, PRICE, DEPOSIT, PAYMENT DETAILS

Scheme Name

The Summerley Court Retirement Scheme

Land

Erf 65425, Cape Town at Kenilworth, commonly referred to 305

Main Road, Kenilworth, 7800, Cape Town

Floor

*IMPORTANT NOTE: PLEASE DELETE & INITIAL WHICHEVER PART OF THE SUBJECT MATTER IS NOT APPLICABLE

The Subject Matter being as reflected on the Architectural Plan and/or the Sectional Plan

Unit Number

Approximate Extent

Parking Bay*

Approximate Extent

Additional Parking Bay*

Approximate Extent

Storage Area*

Approximate Extent

Exclusive Use Area

(Other)*

Approximate Extent

Approximate Occupation

Date PLEASE NOTE THIS IS AN ESTIMATED DATE

Approximate Transfer Date PLEASE NOTE THIS IS AN ESTIMATED DATE

Purchase Price Details

Total Purchase Price (including VAT)

Numerals

R

Words

Deposit

Numerals

Date due by

Words

Balance due on

Transfer Date

Numerals

R

Words

The Purchaser elects to secure the FULL Purchase Price through Deposit Advantage *Circle whichever applicable

Yes/No*

Notes:

(i) The Purchaser must pay the Deposit into the Trust Bank Account of the Conveyancer, the

details of which are set out below, and thereafter fax a copy of the deposit slip to the

said Conveyancer on (021) 673-4701, marked for the attention of Allan White/Shelley

Crowie or email [email protected] with a PDF copy of the deposit slip and clearly

show the File Reference Number.

(ii) The Balance of the Purchase Price is to be paid in accordance with the provisions of

Clauses 6.3 and 6.4 of this Agreement.

(iii) Alternatively, the Purchaser can secure the full Purchase Price with Deposit Advantage,

in which event the applicable method of securing payment must be indicated.




E: ESTIMATED LEVIES, COSTS & CHARGES

Type of Service Required: √ TICK, X CROSS OR INDICATE WHICHEVER SERVICES PACKAGE APPLICABLE

Unit

Assisted Care

Health Care

Gold Diamond Platinum

Estimated Initial Monthly Levies for the Unit

First Year

From

Until

Amount

Second Year

From

Until

Amount

Third Year

From

Until

Amount

Estimated Initial Costs & Charges for

*IMPORTANT NOTE: PLEASE DELETE &

INITIAL WHICHEVER IS NOT

APPLICABLE

First Year

Second Year

Third Year

Assisted Care Services

Health Care Services

Gold

Diamond

Platinum

F: DESCRIPTION OF THE LAND

Erf Number

65425 Cape Town, at Kenilworth

Street Address

305 Main Road, Kenilworth, 7700, Cape Town, Western Cape

Title Deed Number

T40336/2007

Size of Scheme’s Erf

5,040m²

Registered Owner

Gemini Moon Trading 325 (Proprietary) Limited

Registered Bond Holder

Standard Bank of South Africa Limited

Bond Amount

R15,250,000.00

Bond Repayment Date

31 May 2017

Magisterial District

Wynberg



G: CONVEYANCERS’ TRUST BANK ACCOUNT

Practice Name: Smith Tabata Buchanan Boyes Inc

Contact Person: Allan White/Shelley Crowie

Business Address: Buchanan Chambers, Warwick Street, Claremont, 7700

Telephone Number: 021 673-4700

Fax Number: 021 673- 4701

E-mail: [email protected]

Bank: Absa Limited

Branch: Claremont

Branch Code:

632005

Account Name: Smith Tabata Buchanan Boyes

Account Number: 4035 704 865

File Tracking & Reference Number

PLEASE QUOTE THIS REFERENCE NUMBER

WHEN DEPOSITING FUNDS AND MAKING

PAYMENT

H: SALES AGENT

Name of Agency

Name of Agent

Commission

Numerals R

Words

I: MANAGING AGENT

Name

Golden Elder Management Services cc

Registration Number

2010/060028/23

Address

118 Main Road, Diep River, 7800

E-mail

[email protected]

Contact Person

John White

Telephone Number

(021) 712-1043

Fax Number

086 508-1283

J: ASSOCIATION’S BANK ACCOUNK

Bank TBA

Branch TBA

Branch Code TBA

Account Name TBA

Account Number TBA

Tracking Number TBA

PLEASE QUOTE THIS REFERENCE NUMBER

WHEN DEPOSITING FUNDS AND MAKING

PAYMENT





K: SPECIAL CONDITIONS [DELETE, IF NONE, BY DRAWING A LINE ACROSS THE DESIGNATED SPACE PROVIDED AND INITIAL THE DELETION]



Part Five – Terms and Conditions

I : FORM, DEFINITIONS AND INTRODUCTION

1. NATURE AND FORM OF AGREEMENT

1.1 Composition of the Agreement

This Agreement comprises 6 (six) principal Parts, namely:

1.1.1 Part One, being Important Notes for the Purchaser to read before Signing and

entering into this Agreement; and

1.1.2 Part Two, being the “Signature Page,” providing for:

1.1.2.1 the Offer to Purchase made by the Purchaser to the Seller to acquire the

Subject Matter;

1.1.2.2 the Acceptance by the Seller of the Offer to Purchase; and

1.1.2.3 a Consenting Spouse to acknowledge that she/he has acquainted

herself/himself as to the content the Agreement and consents to her/his

spouse entering into the Agreement as Purchaser pursuant to, amongst

others, Section 15(2) of the Matrimonial Property Act; and

1.1.3 Part Three, being the Declaration made by the Seller confirming and declaring

that he has confirmed, amongst others, the important consequences of entering

into this Agreement; and

1.1.4 Part Four, which makes provision under:

1.1.4.1 Section A for the Seller’s details; and

1.1.4.2 Section B for the Purchaser’s details; and

1.1.4.3 Section C for the Spouse’s and/or Occupant’s details; and

1.1.4.4 Section D for details as to the Subject Matter being acquired, the Purchase

Price, the Deposit and Payment, including Deposit Advantage as an

alternative method of securing payment; and

1.1.4.5 Section E for the estimated Levies to be paid; and

1.1.4.6 Section F for a description of the Scheme and the Land upon which the

Scheme is located; and

1.1.4.7 Section G for the details of and to whom the Purchaser is required to pay the

Deposit and Balance of the Purchase Price; and

1.1.4.8 Section H for the Sales Agent’s details and the commission to be paid; and

1.1.4.9 Section I for the Managing Agent’s details; and

1.1.4.10 Section J for the details of the Association’s Bank Account, being the bank

account into which all Levies, Costs, Charges and other monies due to the

Managing Agent and/or the Association are to be paid by the Purchaser, the

Unit Owner and/or the Occupier, as the case may be; and



1.1.4.11 Section K for any additional and/or special bespoke conditions that may

apply specifically to the Purchaser and the transaction contemplated and

provided for herein; and 1.1.5 Part Five, being the general terms and conditions which apply to this Agreement;

and

1.1.6 Part Six, which comprises the various Annexures and Schedules to the

Agreement, namely:

1.1.6.1 Annexure 1, which sets out the various services to be provided; and

1.1.6.2 Annexure 2, which is the Disclosure Schedule required in terms of the Act and

the HDSFRP Regulations disclosing the prescribed information; and 1.1.6.3 Annexure 3 being the initial Management Rules and Conduct Rules by which

Unit Owners and/or Occupiers are to conduct themselves on the Land and in

their Units and towards other Occupiers; 1.1.6.4 Annexure 4 being the initial Association Constitution created and prescribed

in terms of the Sectional Titles Act; and

1.1.6.5 Annexure 5 being the sample Handover Form and Snag List which the

Purchaser is required to complete and Sign when taking occupation of the

Unit; and 1.1.6.6 Annexure 6 details the FICA Documentation the Purchaser is required to

provide to the Conveyancer and the Sales Agent in terms of FICA; and

1.1.6.7 Annexure 7 is a mandate given by the Purchaser to the Conveyancer to invest

the proceeds of the Deposit whilst holding such monies in trust; and 1.1.6.8 Annexure 8 is the Architectural Plan of the Scheme and the Subject Matter;

and

1.1.6.9 Annexure 9 is the Standard Specifications & Finishes applicable to the Unit;

and

1.1.6.10 Annexure 10 is the Right to Extend Sectional Plan detailing the intended

extension of the Scheme; and

1.1.6.11 Annexure 11 is a copy of the Act and the HDSFRP Regulations; and

1.1.6.12 Annexure 12, being important extracts from the Consumer Protection Act,

highlighting certain of the Purchaser’s rights thereunder; and

1.1.6.13 Annexure 13, being the draft Management Agreement by and between the

Managing Agent and the Association,

which, when Signed by both the Parties will be deemed to be considered one and

the same document and agreement.

1.2 Offer to Purchase incorporating a Deed of Sale

1.2.1 This Document is an Offer to Purchase, made by the Purchaser to the Seller, to

acquire the Subject Matter, for the Purchase Price and upon the terms and

conditions set out herein.



1.2.2 The Offer to Purchase will remain open for acceptance by the Seller and will be

irrevocable for a period of 30 (thirty) Calendar Days from the date on which the

Purchaser Signed this Document, or until declined in Writing by the Seller, whichever is

earlier. For the avoidance of doubt, the Purchaser may not withdraw the Offer to

Purchase for a period of 30 (thirty) Calendar Days from the date on which the

Purchaser Signed this Document, giving the Seller 30 (thirty) Calendar Days within

which to accept or reject the Purchaser’s Offer to Purchase. The Seller has the

Discretion whether or not to accept or reject the Purchaser’s Offer to Purchase.

1.2.3 Upon acceptance and Signature by the Seller of the Purchaser’s Offer to Purchase

(set out herein), a valid and binding purchase and sale agreement will come into

force by and between the Parties upon the terms and conditions set out in this Agreement.

2. DEFINITIONS AND INTERPRETATION

2.1 For the purpose of this Agreement, the following words and/or expressions will, unless

the context clearly indicates otherwise, have the meanings ascribed to them below:

2.1.1 “ab initio” is a Latin term meaning “from the beginning”;

2.1.2 “Act” means the Housing Development Schemes for Retired Persons Act, 1988

(Act No. 65 of 1988) and, includes, where and to the extent applicable, the

HDSFRP Regulations;

2.1.3 “Additional Parking Bay” means, if applicable, the Additional Parking Bay chosen

by and allocated to the Purchaser as described in Part Four, Section D;

2.1.4 “Agreement” or “this Agreement” or “this Document” or “hereto” or “herein” or

“hereunder” or “hereby” or “herein contained” or words of similar meaning

means, initially, the Purchaser’s Offer to Purchase the Subject Matter, and when

and if such Offer to Purchase is accepted by the Seller, a Deed of Sale, being an

agreement by and between the Parties, as contained in this Document, including

all Annexures, Appendices and Schedules attached to and forming part of this

Document, and any addition, amendment, renewal, extension, further renewal

and/or further extension, as the case may be;

2.1.5 “Alienation of Land Act” means the Alienation of Land Act, 1981 (Act No. 68 of

1981);

2.1.6 “ANC” is an abbreviation for and means ante-nuptial contract;

2.1.7 “Architect” means the architect appointed by the Seller to design the

Development and who is defined and registered as such in terms of the Architects

Act, 1970 (Act No. 35 of 1970), initially being Architects Pike & Reilly of 3 Roukoop

Road, Rondebosch, Western Cape, being an independent professional

consultant registered with the South African Institute of Architects;

2.1.8 “Architectural Plan” means the draft architectural drawings and plan of the Land

and the Buildings detailing the Scheme and the Subject Matter, annexed hereto

as Annexure 8 of Part Six;

2.1.9 “Association” or “Body Corporate” means the association of all the Unit Owners as

established and constituted for the Scheme by virtue of section 36 of the

Sectional Titles Act and/or, when and if applicable, section 2 of the Sectional Titles

Management Act, as the case may be, and in compliance with the Act;



2.1.10 “Association Constitution” means the Constitution of the Body Corporate and,

where applicable, will include the Management Rules and/or the Conduct Rules,

as the case may be, as attached hereto marked Annexure 4 of Part Six;

2.1.11 “Auditors” means the Seller’s Auditor from time to time, being a registered auditor

as defined and registered as such in terms of the Auditing Professions Act, 2005

(Act No. 26 of 2005), initially being PKF (Cpt) Incorporated of 21st Floor, 2 Long

Street, Cape Town, 8001;

2.1.12 “Balance of the Purchase Price” means the Purchase Price to be paid by the

Purchaser to the Seller, for and in respect of the Subject Matter, less the Deposit (if

any) paid by the Purchaser to and received by the Seller;

2.1.13 “Balance of Purchase Price Guarantee” means the guarantee, in Writing, to be

obtained by the Purchaser from a Bank or Financial Institution acceptable to the

Seller, drawn in favour of the Seller, to secure the Balance of the Purchase Price as

contemplated and provided for herein;

2.1.14 “Balconies & Terraces” means the balconies and terraces indicated as such on

the Architectural Plan forming part of the Common Property and excluding those

balconies and terraces comprising a component part of an Exclusive Use Area;

2.1.15 “Bank” or “Financial Institution” or words of similar meaning, means a bank

registered as such in terms of the Banks Act, 1990 (Act No. 94 of 1990) and/or a

financial institution defined as such in the Financial Services Board Act, 1990 (Act

No. 97 of 1990), both of which must be authorised to provide loan financing to the

general public;

2.1.16 “Building” means every building and/or structure built and/or constructed,

including to be built and/or to be constructed, on the Land, save for the area

demarcated as the Service Station Area on the Right to Extend Sectional Plan or

Architectural Plan, as the case may be;

2.1.17 “Certificate of Practical Completion” means the certificate to be issued by the

Architect certifying that the Unit is practically complete for purposes of

Occupation;

2.1.18 “Client Investment Mandate” means the mandate granted by the Purchaser to

the Conveyancer to invest the Deposit, a sample copy of which is attached

marked Annexure 7 of Part Six;

2.1.19 “Common Property” means the whole of the Land, the Building and all

improvements thereon, including any access and egress road and/or servitudinal

right of access or traversing rights, included in the Scheme, but excluding all Units

and the Service Station Area;

2.1.20 “Common Services” means all bulk services, including without limitation, water, sewerage, electricity, drainage, telecommunications, refuse removal, fire-fighting,

security and all such other utilities and amenities serving the Common Property

and the Land generally;

2.1.21 “Communal Facilities” means those facilities common to all Occupiers, including

but not limited to the reception, the administration office, the management

office, the kitchen, the dining room, the entertainment areas, Balconies &

Terraces, the laundry room, the medical office and consulting room, the lifts, the

security office, the power supply room and the refuse room;

2.1.22 “Completion Date” means the date upon which the Certificate of Practical

Completion, in respect of the Unit, is issued by the Architect, which certificate will

be final and binding on the Parties;



2.1.23 “Conditions Precedent” means the suspensive conditions set out in Clause 4 of

Part Five, Section II; 2.1.24 “Conduct Rules” means the Rules regarding the use and enjoyment of the Unit,

the Communal Facilities and the Common Property and the manner in which the

Members and Occupiers are to conduct themselves in the use and enjoyment

thereof, a copy of which initial Conduct Rules is attached hereto marked

Annexure 3 in Part Six, being the standard rules contemplated and provided for in

the Sectional Titles Act; 2.1.25 “CoP” is an abbreviation for and means community of property;

2.1.26 “Consumer Protection Act” means the Consumer Protection Act, 2008 (Act No. 68

of 2008) and includes, where applicable, such Regulations promulgated

thereunder; 2.1.27 “Conveyancer” means the conveyancer or conveyancers of the Seller’s Attorneys

appointed by the Seller to attend and give effect to the Transfer of the Subject

Matter, where and to the extent applicable, from the Seller to the Purchaser, in

the Deeds Office; 2.1.28 “Conveyancer’s Trust Bank Account” means the Trust Bank Account designated

as such in Part Four, Section G;

2.1.29 “Deeds Office” means the deeds registry, as contemplated and provided for in

the Deeds Registries Act, which serves the area in which the Subject Matter is

situate, being commonly referred to as the Cape Town Deeds Office;

2.1.30 “Deeds Registries Act” means the Deeds Registries Act, 1937 (Act No. 47 of 1937);

2.1.31 “Deposit” means the deposit required to be made by the Purchaser as provided

for in Clause 6.3 of Part Five, Section III;

2.1.32 “Deposit Advantage Guarantee” means a guarantee issued by Lombard

Insurance Company Limited, company registration number 1990/001253/06, of 3rd

Floor, Sanclare Building, 21 Dreyer Street, Claremont, 7700, for the full Purchase

Price or part thereof, as the case may be; 2.1.33 “Development” means the conversion of the existing office building into

residential apartments and the development thereof into the Scheme;

2.1.34 “Development Period” means the period from the date of the commencement of

the Development envisaged by the Scheme to the later of the date of Transfer of

the last saleable unit in the Scheme or the date of completion of any outstanding

work in the Scheme, as the case may be; 2.1.35 “Discretion” means, in relation to a Party, the sole, absolute and unfettered

discretion of that Party, provided such discretion is exercised in a reasonable and

not a capricious manner; 2.1.36 “Dispose” or “Disposal” or words of similar meaning means in the widest possible

sense, including but not limited to, to sell, alienate, transfer, deal in or in any other

manner, whether by way of assignment, cession, pledge, usufruct, right of use,

exchange, donation, grant of an option or pre-emptive right, testamentary

disposition, or as a consequence of intestate succession and/or in the grant of

security, which applies equally to the Spouse and the Purchaser’s heirs,

administrators, executors, assigns, financiers, banks and/or any other Person taking

control of and/or having any beneficial rights of ownership or otherwise in the

Subject Matter, in whole or in part;



2.1.37 “ECT Act” means the Electronic Communications and Transactions Act, 2002 (Act

No. 25 of 2002);

2.1.38 “Exchange Control Regulations” means the Exchange Control Regulations, 1961 promulgated under and in terms of the Currency Exchanges Act, 1933 (Act No. 9

of 1933), together with such Regulations, Orders and Rules issued pursuant to and

in accordance therewith;

2.1.39 “exclusive use areas” (when used in the lower case) means such parts of the

Common Property delineated on the Sectional Plan as exclusive use areas

reserved for the exclusive use and enjoyment so conferred upon the Seller and/or

owner for the time being of a unit in terms of section 27(1) of the Sectional Titles

Act and/or in respect whereof the Registrar may have issued a certificate of real

right in respect of a right of exclusive use in terms of 27(1)(A) of the Sectional Titles

Act and/or in respect whereof the Seller and/or the Body Corporate have

promulgated rules conferring rights of exclusive use and enjoyment of parts of the

Common Property upon the Purchaser in terms of section 27A of the Sectional

Titles Act;

2.1.40 “Exclusive Use Area” (when capitalised) means those portions of the exclusive use

areas in respect whereof the Purchaser will have the exclusive use and

enjoyment, including the Additional Parking Bay, Parking Bay, Storage Area and/or such other exclusive use area, as the case may be, chosen by and

allocated to the Purchaser as described in Part Four, Section D;

2.1.41 “FICA” means the Financial Intelligence Centre Act, 2001 (Act No. 38 of 2001);

2.1.42 “FICA Documentation” means the documentation stipulated in Annexure 6 of Part

Six;

2.1.43 “Floor Plan” means the relevant sheet or page of the Sectional Plan;

2.1.44 “HCPMA” means the Housing Consumers Protection Measures Act, 1998 (Act No. 95 of 1998);

2.1.45 “Health Care Centre” means the sectionalised unit or units designated as such

and managed to provide medical care support services and designated as such

on the Architectural Plan and/or the Right to Extend Sectional Plan, as the case

may be;

2.1.46 “HDSFRP Regulations” means the Regulations promulgated under and by virtue of

section 11 of the Act, including but not limited to the Regulations published in

Government Notice E1351 in Government Gazette 11979 of 30 June 1989 as

amended by GN R2091 in Government Gazette 12717 of 31 August 1990 and by

GN R2092;

2.1.47 “Joint Purchaser” means where there is more than 1 (one) Purchaser to this

Agreement;

2.1.48 “Land” means Erf 65425 Cape Town at Kenilworth, commonly referred to as 305

Main Road, Kenilworth, Western Cape, upon which the Development and the

Scheme is to be and/or has been developed by the Developer;

2.1.49 “Land Surveyor” means the land surveyor as that term is defined and understood

in the Sectional Titles Act in respect of the Scheme, initially being Ken Hodge Land

Surveyors of 301 Piazza on Church, 39 Adderley Street, Cape Town, being an

independent professional consultant registered with the South African Council for

Professional and Technical Surveyors;



2.1.50 “Laws” or “Law” means the common law, Legislation and all judicial decisions and

other notifications or similar directives made pursuant thereto that have the force

of law, whether issued by an executive, a legislative, provincial, local, judicial or

administrative entity in South Africa;

2.1.51 “Legislation” means all applicable statutes, statutory instruments, bye-laws,

regulations, orders, rules, executive orders and other secondary, provincial or

local legislation, treaties, directives and codes of practice having the force of Law

in South Africa;

2.1.52 “Levy” or “Levies” means the levies to be levied from time to time by the Body

Corporate, in accordance with the Association Constitution and the

Management Rules, as the case may be, for essentially funding and conducting

the affairs of the Scheme and providing the Services, with the initial estimated

annual Levy, exclusive of VAT, as set out in Part Four, Section E;

2.1.53 “Local Authority” means the metropolitan municipality established in terms of the

Local Government Municipal Structures Act, 1998 (Act No. 117 of 1998), published

in Provincial Notice No. 479 of 2000 and/or the Provincial Government of the

Western Cape, as the case may be;

2.1.54 “Location Plan” means the plan showing the position of the proposed Section and

Unit within the Scheme;

2.1.55 “LUPO” means the Land Use Planning Ordinance (Cape), No. 15 of 1985;

2.1.56 “Management Agreement” means the draft Management Agreement set out in

Annexure 13 of Part Six, being the agreement to be entered into by and between

the Managing Agent and the Association to manage the Scheme and/or the

Services Packages;

2.1.57 “Management Rules” means the initial Management Rules set out in Annexure 3

of Part Six regarding the control, management and administration of the Scheme;

2.1.58 “Managing Agent” means, initially the Managing Agent demarcated as such in

Part Four, Section I or such other manager as may replace or substitute the initial

manager from time to time, if and to the extent applicable;

2.1.59 “Matrimonial Property Act” means the Matrimonial Property Act, 1984 (Act No. 88

of 1984);

2.1.60 “Member” means a member of the Body Corporate, being the Purchaser by

virtue of this Agreement, the Sectional Titles Act, the Sectional Titles Management

Act, the Act, the HDSFRP Regulations, the Association Constitution and/or the Management Rules, as the case may be;

2.1.61 “the National Credit Act” means the National Credit Act, 2005 (Act 34 of 2005),

including all regulations and notices promulgated and/or published thereunder;

2.1.62 “Occupation” means when the Unit is handed over by the Seller to the Purchaser

and/or the Occupier, as the case may be, or deemed to have been handed

over to the Purchaser in terms hereof;

2.1.63 “occupation” (when used in the lower case) means when a Unit Owner and/or

Occupier takes occupation of or occupies or moves into a unit with the intention

of residing therein;

2.1.64 “Occupation Date” means the date upon which:



2.1.64.1 the Purchaser and/or the Occupier, as the case may be, takes

Occupation; or

2.1.64.2 the date upon which the Unit is deemed to have been handed over to the Purchaser in terms hereof;

2.1.65 “Occupational Interest” means the interest or amount to be paid by the

Purchaser to the Seller if and to the extent the Purchaser takes Occupation of the

Unit prior to the Transfer Date, which occupational interest will be an amount

equal to the Purchase Price multiplied by the Prime Rate for the prorated period

the Purchaser has Occupation, being from the Occupation Date until the Transfer

Date;

2.1.66 “Occupier” or “Occupant” means, collectively or individually, as the context may

determine, any Person entitled to occupy the Unit, being:

2.1.66.1 the Purchaser, that is to the extent the Purchaser occupies the Unit himself,

and includes a Joint Purchaser or any one of them; or

2.1.66.2 the Purchaser’s Spouse, that is to the extent the Purchaser is married as at

the Signature Date and such spouse is not a Joint Purchaser, but is indicated separately as the Spouse in Part Four, Section C; or

2.1.66.3 a Third Party Occupant, that is to the extent the Purchaser does not himself

occupy the Unit, but has nominated and designated another Person in his

place and stead and such Person is clearly detailed in Part Four, Section C

as the Occupant; or

2.1.66.4 a subsequent spouse or civil life partner, as defined in the Civil Union Act,

2006 (Act No. 17 of 2006), of the Purchaser or Third Party Occupant, as the case may be; or

2.1.66.5 a bona fide lessee or tenant of the Purchaser; or

2.1.66.6 a temporary guest or visitor of the Purchaser, the Purchaser’s Spouse or

Third Party Occupant, as the case may be, who has use of the Unit on a

temporary basis;

2.1.67 “Parking Bay” means, if applicable, the Parking Bay chosen by and allocated to

the Purchaser as described in Part Four, Section D;

2.1.68 “Parties” means the Seller and the Purchaser, collectively or individually, as the

context may require or determine and, where applicable, the Consenting Spouse,

and the term “Party” means any one of them;

2.1.69 “POCA” means the Prevention of Organised Crime Act, 1998 (Act No. 121 of

1998);

2.1.70 “Prime Rate” means the Prime Rate of interest publicly quoted and charged by

the Seller’s bank from time to time – a certificate Signed and issued by any

manager of the Seller’s bank as to the Prime Rate and the dates of any change

thereof will be prima facie proof of the facts stated therein, meaning that in the

absence of some other evidence to the contrary, the fact in issue may be taken

to be proven, shifting the onus and burden onto the Party disputing such fact to

prove otherwise;

2.1.71 “Participation Quota” means the participation quota, in respect of the Scheme,

as that term is defined, contemplated, understood and applied in terms of the

Sectional Titles Act;



2.1.72 “Purchase Price” means the total purchase price, including VAT, comprising the

Deposit and the Balance of the Purchase Price, as set out in Part Four, Section D; 2.1.73 “Purchaser” means the Purchaser as designated in Part Four, Section B whether

singularly or jointly, as the case may be, but specifically excluding any subsequent

spouse or partner of the Purchaser who is not so designated in Part Four, Section B;

2.1.74 “purchaser” (when used in the lower case) means a purchaser or any of the

purchasers of a unit and/or exclusive use areas comprising the Scheme; 2.1.75 “Registrar” means the registrar defined as such in the Deeds Registries Act;

2.1.76 “Responsible Authority” means any national, provincial and/or local authority or

legislature, any agency, regulatory body, local institution, department,

inspectorate, minister, ministry, official or public or statutory Person (whether

autonomous or not) having jurisdiction over any or all of the Parties or the subject

matter of this Agreement, including but not limited to the Local Authority; 2.1.77 “Right to Extend” means the Seller’s real right to extend the Scheme from time to

time pursuant to and in terms of section 25 of the Sectional Titles Act;

2.1.78 “Sales Agent” means the estate agent, registered as such in terms of the Estate

Agents Act, 1976 (Act No. 112 of 1976), or such other agent or facilitator

approved of by the Seller, in Writing, and as described in Part Four, Section H; 2.1.79 “SARS” means the South African Revenue Services;

2.1.80 “Scheme” means the sectional title development scheme as that term is defined,

contemplated and undertaken in terms of the Sectional Titles Act and/or the Sectional Titles Management Act, as the case may be, referred to as The

Summerley Court Retirement Scheme, situated upon or to be developed on the

Land, as the case may be, and which is and will be divided into sections and

conducted as a retirement village as contemplated and provided for in the Act,

the HDSFRP Regulations, the Association Constitution and/or the Management

Rules, as the case may be – including any extension thereof, if applicable; 2.1.81 “Sectional Plan” means the Sectional Plan as that term is defined and understood

in the Sectional Titles Act in respect of the Scheme as approved by the Surveyor General and registered in the Deeds Office;

2.1.82 “Sectional Titles Act” means the Sectional Titles Act, 1986 (Act No. 95 of 1986) and,

where applicable, includes the Regulations promulgated thereunder; 2.1.83 “Section Titles Management Act” means the Sectional Titles Schemes

Management Act, 2011 (Act No. 8 of 2011); 2.1.84 “Sectional Title Register” means the sectional title register in respect of the

Scheme as that term is defined and understood in the Sectional Titles Act; 2.1.85 “Seller” or “Developer” means the Seller as designated in Part Four, Section A, its

successors in title and/or assigns, carrying out the Development from time to time;

2.1.86 “Seller’s Attorneys” means initially Smith Tabata Buchanan Boyes Incorporated of

Buchanan Chambers, Warwick Street, Claremont, 7700 or such other attorneys as may be appointed from time to time by the Seller;

2.1.87 “Seller’s Real Rights” means, in addition to and without derogating from any other

real right the Seller (and its successors in title) may have in Law, the right to register

the following restrictions and/or rights against the Title Deeds of the Unit and/or

the Land, as the case may be and where appropriate,:



2.1.87.1 that neither the Land nor the Unit, including the exclusive use areas, or any

portion thereof, may be or will be subdivided or rezoned with the prior

Written consent of the Seller first being had and obtained; and 2.1.87.1.1 that the Unit or any portion thereof will be used for any purpose other than

as a residential apartment without the prior Written consent of the Seller first

being had and obtained; and

2.1.87.2 the Seller’s Right to Profits on Resale; and

2.1.87.3 that the Seller has the right to extend the Development and the Scheme as

provided for herein (“Seller’s Right to Extend”); 2.1.88 “Seller’s Right to Profits on Resale” means the Seller’s right to receive from and be

paid by the Purchaser, in perpetuity, 25% (twenty five percent) of the difference

between the price a purchaser (including his successors in title and/or assigns by

agreement or Law, including but not limited to heirs, beneficiaries, legatees and

each of the subsequent Unit Owners but excluding Occupiers) receives on the

resale (or Disposal) of his unit and what such purchaser (including his successors in

title and/or assigns by agreement or Law, including but not limited to heirs,

beneficiaries and each of the subsequent Unit Owners but excluding Occupiers)

paid for such unit, from time to time after taking into account any permanent

structural improvements – by way of illustration, assume the Purchaser acquires

the Unit for R1,000,000.00 (one million Rand), makes permanent improvements of

R 50 000.00 (fifty thousand rand) and he or his estate sells the Unit to another

Person (“the Second Purchaser”) for R1,500,000.00 (one million five hundred

thousand Rand)after agent’s commission , the Seller will be entitled to 25% of the

difference between the price the Purchaser receives on the resale of his unit

and what the Purchaser paid for such unit plus the value of permanent

structural improvements, namely R1,500,000.00 – R1,000,000.00 – R50,000.00 =

R450,000.00 x 25% = R112,000.00, and should the Second Purchaser or his estate

sell the Unit to another Person (the Third Purchaser”) for R 2,000,000.00 (two million

rand)after agents commission, the Seller will be entitled to 25% of the difference

between the price the Second Purchase receives on the Second Purchaser

receives on the resale of his unit to the Third Purchaser and what the Second

Purchaser paid for such unit, namely R2,000,000.00 – R1,500,000.00 = R500,000.00 X

25% = R125,000.00 and so on. Payment in terms of this right must be made within 10

(ten) Business Days of registration of transfer of the Unit or the deemed transfer

date and against issue of a valid invoice issued by the Seller. In the event of a

disposal of a Unit via a deemed disposal where no actual transfer of the Unit takes

place, market value defined as the amount a willing buyer would pay a willing

seller both parties being suitably informed shall be utilized; 2.1.89 ”Services” means the services required to be made available by the Managing

Agent on behalf of the Body Corporate to the Members as contemplated and

provided for in the Association Constitution, in respect of both the sectional title

and retirement components of the Scheme, which Services comprise different

packages or levels of requirements, with the Purchaser having chosen the

Services Package demarcated in Part Four, Section E; 2.1.90 “Services Package” means any of the Gold, Diamond, Platinum, Assisted and/or

Health Care Services as detailed and set out in Annexure 1 of Part Six, of which

the Purchaser has chosen the Services Package demarcated in Part Four, Section E; 2.1.91 “Service Station Area” means the area of the Land upon which the garage and

filling station is located as demarcated on the Architectural Plan or the Right to

Extend Sectional Plan, as the case may be; 2.1.92 “Signatory” means the Persons signing this Agreement for the Seller or the

Purchaser, as the case may be;



2.1.93 “Site Development Plan” means the plan designated as such for and in respect of

the Development and the Scheme, as pertains to the Land and the Building, and

which is to be approved by the applicable Responsible Authorities; 2.1.94 “South Africa” means the Republic of South Africa;

2.1.95 “Storage Area” means, if applicable, the Storage Area chosen by and allocated

to the Purchaser as described in Part Four, Section D;

2.1.96 “Subject Matter” means, if and where applicable, the collective reference to:

2.1.96.1 the Additional Parking Bay; and/or

2.1.96.2 the Exclusive Use Area; and/or

2.1.96.3 the Parking Bay; and/or

2.1.96.4 the Storage Area; and/or

2.1.96.5 the Unit; and/or

2.1.96.6 the undivided share in the Common Property in the Scheme apportioned

to the Unit in accordance with the Participation Quota that will and is to be

endorsed on the Sectional Plan to be prepared by the Land Surveyor,

as the case may be;

2.1.97 “TBA” is an abbreviation for and means to be advised;

2.1.98 “Third Party Occupant” or “Nominated Occupant” means a Person complying

with the minimum age prescribed in the Act as being a retired Person, other than

the Purchaser, to whom the Purchaser may let or allow use and occupation of the

Unit;

2.1.99 “Title Deeds” means the deed, in the Deeds Office, in the deeds registry,

evidencing title (and registered ownership) to the Unit and/or the Land, as the

case may be;

2.1.100 “Transfer” means transfer of ownership and/or registration of transfer of the

Subject Matter or its component parts, where and to the extent applicable, from

the Seller to the Purchaser, in the Deeds Office or otherwise;

2.1.101 “transfer” (when used in the lower case) means, as the context may require or

determine, transfer of ownership, including but not limited to legal and/or

beneficial interest, by means, directly or indirectly, any form of alienation, sale,

transfer, cession, pledge, assignment, testamentary disposition or the like, whether

it be of the shares of or in a company, membership interest in a close corporation,

a beneficial interest or right in a trust or an interest or rights in a partnership or joint

venture, as the case may be;

2.1.102 “Transfer Date” means the date upon which the Subject Matter is transferred,

against payment therefore, from the Seller to the Purchaser and registered as

such in the Deeds Office, with the “Approximate Transfer Date” referred to in Part

Four, Section D, being only an estimated or indicative date upon which Transfer is

anticipated to take place;

2.1.103 “Transfer Documents” means the documents, forms and/or letters required by the

Conveyancer to be signed by the Purchaser and/or the Seller, as the case may

be, to give effect to the Transfer;



2.1.104 “Trustee Committee” means the committee comprising elected Members as

contemplated and provided for in this Agreement, the HDSFRP Regulations, the Association Constitution and/or the Management Rules, as the case may be;

2.1.105 “Unit” means the sectional title unit designated as such on the Sectional Plan,

being the unfurnished residential apartment, chosen by and allocated to the

Purchaser, as described in Part Four, Section D and, where applicable, the

undivided share in the Common Property apportioned in accordance with the

Participation Quota;

2.1.106 “unit” (when used in the lower case) means a sectional unit or any one of the

sectional units comprising the Scheme;

2.1.107 “Unit Owner” means each of those Persons who have acquired a unit in the

Scheme and, where appropriate, the registered owners of the unit from time to

time; and/or

2.1.108 “VAT” means Value Added Tax as defined and contemplated, from time to time,

under and in terms of the Value Added Tax Act, 1991 (Act No. 89 of 1991) (“the

VAT Act”), together with such Rules, Notes and Notices published under and by

virtue of such act.

2.2 In construing and/or interpreting this Agreement, unless otherwise specified,:

2.2.1 any reference to "R", “Rand”, or "rands" or "cents" will be references to the lawful

currency of South Africa from time to time;

2.2.2 any reference to "date of signature hereof" or “Signature Date” (or words of similar

meaning) will be read as meaning a reference to the date of the last Signature

on this Agreement, namely the date on which the last Party Signs or appends his

Signature to this Agreement;

2.2.3 any reference to the terms “Signature”, “Signs”, “Initial” or words of similar

meaning means a hand-written signature or initial or signing by hand, as the case

may be, and specifically excludes an “electronic signature” as that term is

defined, contemplated and provided for in the ECT Act;

2.2.4 any reference, express or implied, to any Legislation, includes references to:

2.2,4.1 that Legislation as re-enacted, amended, extended or applied by or under

any other form or manner of Legislation (before and/or after Signature hereof);

2.2.4.2 any Legislation which that enactment and/or statute re-enacts (with or

without modification); and

2.2.4.3 any subordinate Legislation made (before or after Signature hereof) under

any enactment and/or statute, as re-enacted, amended, extended or

applied as described in Clause 2.2.4.1 or under any enactment and/or statute

referred to in Clause 2.2.4.2,

provided that no such Legislation made after the date of Signature hereof will increase the liability of any Party under this Agreement (save for any increase in

the statutory maximum interest rate allowed and/or claimable under any Law);

2.2.5 any references to documents "in the agreed form" are to documents in terms

agreed by the Parties and Initialled by or on behalf of the Parties for the purposes

of identification;



2.2.6 any reference to a Part, Clause, Section, Schedule or Annexure will, unless clearly

stipulated otherwise, be deemed to be a reference to a Clause, Part, Section,

Schedule or Annexure of or to this Agreement;

2.2.7 any reference to this Agreement means this Agreement and all Parts, Schedules

and Annexures hereto;

2.2.8 all Parts, Sections, Schedules and Annexures will be deemed to form Part of this

Agreement, unless stipulated otherwise;

2.2.9 if any provision in a definition is a substantive provision conferring rights or

imposing obligations on any Party, notwithstanding that it is only in the definition

Clause, effect will be given to it as if it were a substantive provision in the body of

the Agreement;

2.2.10 Clause headings and/or head notes to any paragraph are inserted for reference

purposes only and will not affect nor influence the interpretation of any of the

provisions to which they relate;

2.2.11 any reference to a Day, week, month or year will be construed as a Gregorian

Day, week, month or year, as the case may be;

2.2.12 any reference to a “Day” will mean a period of 24 (twenty four) hours running

from 1 (one) second past midnight to midnight that same Day;

2.2.13 any reference to “Business day” will mean a Day in which banks are open for

business in South Africa, but will exclude Saturdays, Sundays and Public holidays,

as the case may be, whereas the term “Calendar Day” means each and every

Day of the week;

2.2.14 any reference to a Public Holiday or the words “Public Holiday” will, unless

otherwise agreed to in Writing by and between the Parties, be only those statutorily recognised and gazetted public holidays in South Africa from time to

time;

2.2.15 any reference to “Business Hours” will mean 09h00 to 17h00 Local Time;

2.2.16 any references to specific times will be to the official time as applied from time to

time in the province of the Western Cape (“Local Time”);

2.2.17 if any obligation or act is required to be performed on a particular Day or date, it

will be performed, unless otherwise stipulated, by 17h00 Local Time;

2.2.18 when any number of Days is prescribed, same will be reckoned exclusively of the

first and inclusively of the last Day unless the last Day falls on a Saturday, Sunday

or Public Holiday in South Africa, in which case the last Day will be the next

succeeding Day which is not a Saturday, Sunday or Public Holiday in South Africa;

2.2.19 where figures are referred to in numerals and in words, if there is any conflict

between the two, the words will prevail;

2.2.20 expressions defined in this Agreement will bear the same meanings in Schedules

or Annexures to this Agreement which do not themselves contain their own

conflicting definitions;

2.2.21 the use of any expression covering a process available under South African Law,

such as a winding-up (without limitation eiusdem generis – meaning of the same

kind) will, if any of the Parties to this Agreement is subject to the law of any other

jurisdiction, be construed as including any equivalent or analogous proceedings

under the law of such defined jurisdiction;



2.2.22 the use of the words “include”, "including", “without limitation” and “in particular”

whether or not followed by a specific example will not be construed as limiting

the meaning of the general wording preceding it and the eiusdem generis rule

will not be applied in the interpretation of such general wording or such specific

example – this rule means when particular words pertaining to a class, category

or genus are followed by general words, the general words are construed as

limited to things of the same kind as those specified;

2.2.23 the words “other” and “otherwise” will not be construed eiusdem generis with any

preceding words where a wider construction or interpretation is possible;

2.2.24 where any term is defined within the context of any particular Clause, the term so

defined, unless it is clear from the Clause in question that the term so defined has

limited application to the relevant Clause, will bear the meaning ascribed to it for

all purposes in terms of this Agreement, notwithstanding that that term has not

been defined in this interpretation Clause;

2.2.25 there will be an obligation and it will be binding on and enforceable by the

estates, heirs, executors, administrators, trustees, permitted assigns or liquidators of

the Parties as fully and effectually as if they had Signed this Agreement in the first

instance and reference to any Party will be deemed to include such Party's

estate, heirs, executors, administrators, trustees, permitted assigns or liquidators, as

the case may be;

2.2.26 the expiration or termination of this Agreement will not affect such of the

provisions of this Agreement as expressly provide or contemplates that they will

operate after any such expiration or termination or which of necessity must

continue to have effect after such expiration or termination, notwithstanding that

the Clauses themselves do not expressly provide for this;

2.2.27 any provision which contemplates performance or observance subsequent to

any termination or expiration of this Agreement, will survive any termination or

expiration of this Agreement and continue to be of full force and effect;

2.2.28 termination, howsoever arising, will be without prejudice to and will not affect the

accrued rights, remedies, claims and/or liabilities of either or any of the Parties

arising hereunder prior to such termination;

2.2.29 the expiry or termination of this Agreement will not prejudice the rights of either or

any of the Parties in respect of any antecedent breach or non-performance by

either or any Party of any of the terms and conditions hereof;

2.2.30 should this Agreement be Signed on a date that results in the use of any tenses

herein being inappropriate, the term will be read in the appropriate tense;

2.2.31 an expression or word which Signifies or refers to –

2.2.31.2 any gender includes, where applicable and appropriate, the other

genders;

2.2.31.3 a “Person,” includes, where applicable and appropriate, a natural person,

company, close corporation, trust, partnership, association, government,

national, provincial or local authority or other entity, whether or not having

a separate legal personality;

2.2.31.4 the singular includes the plural and vice versa, where applicable and

appropriate;



2.2.32 any reference to “Writing” or words of similar meaning means legible (coherent and understandable) Writing in English in handwritten or typographical manner or

form, save for the term “Signature” which will be as provided for above;

2.2.33 any reference to “Notice” or notice being required to be given will mean Written

notice or notice in Writing;

2.2.34 the words “shall”, “will” and/or “must” used in the context of any obligation or

restriction will have a prescriptive and peremptory (meaning absolute)

application;

2.2.35 a reference to a consecutive series of two or more Clauses is deemed to include

all the Clauses including and between the first and the last mentioned Clauses;

2.2.36 defined terms or words appearing in title case or starting with a capital letter must

be given their defined meaning whilst the same terms or words appearing in

lower case must be interpreted in accordance with their plain English and

grammatical meaning;

2.2.37 references to “indemnifying” any Person against any circumstance include

indemnifying and keeping him harmless, on an after tax basis, from all actions,

claims and proceedings from time to time made against him and all loss,

damage, payments, costs or expenses suffered, made or incurred by him as a

consequence of that circumstance;

2.2.38 no provision will, unless otherwise specifically provided for, constitute a stipulation

for the benefit of any Person who is not a Party to this Agreement, namely it will not provide for a stipulatio alteri - meaning that a non-Party will not be able to

claim any benefit under this Agreement;

2.2.39 reference to any Responsible Authority or any public or professional organization

or firm, including the head of such body, will include references to any of its successors or any organization or entity (including Person) which takes over its (or

such Person’s) functions or responsibilities;

2.2.40 if any interest is to be charged on any payment in arrear or otherwise, interest will

accrue daily and be compounded monthly;

2.2.41 references to the words "material" or "materially" or words of similar meaning,

means, when used as an adjective in conjunction with an event, condition,

circumstance, effect or other item, that there is a substantial likelihood that a

reasonable Person will in the matter concerned attach importance to the event,

condition, circumstance, effect or item in evaluating the Party to which it relates

and/or the event, condition, circumstance or effect contemplated in this

Agreement; and

2.2.42 whenever any Person is required to act as an Independent Expert and not as an

arbitrator, then –

2.2.43 the determination of the expert will (in the absence of manifest error or fraud) be

final and binding;

2.2.44 subject to any express provision to the contrary, the expert will determine the liability for his charges, which will be paid accordingly;

2.2.45 the expert will be entitled to determine such methods and processes as he

may, in his Discretion, deem appropriate in the circumstances provided that

the expert may not adopt any process which is manifestly biased, unfair or

unreasonable;



2.2.46 the expert will consult with the relevant Parties (provided that the extent of the

expert's consultation will be in his Discretion) prior to rendering a

determination; and 2.2.47 having regard to the sensitivity of any confidential information, the expert will

be entitled to consult with and take advice from any Person considered by

him to have expert knowledge with reference to the matter in question.

2.2.48 Where this Agreement requires a Party to use "Best Endeavours" or words of

similar meaning, in relation to an action or omission, that Party will do all such

things as are reasonably necessary or desirable so as to achieve that action or

omission and, to the extent that the action or omission is frustrated, hindered or

otherwise difficult to attain, the Parties will, to the extent that it is commercially

reasonable to do so, consult and co-operate with each other and continue to

take action so as to achieve that action or omission, provided that any actions

or omissions required to be undertaken will not be such as to result in a breach of

fiduciary duty or contravention of any Law. 3. INTRODUCTION

3.1 The Seller is the registered owner of the Land comprising the Development and the

Scheme.

3.2 The Seller intends sub-dividing and compartmentalizing the Land and the Building

into: 3.2.1 approximately 75 (seventy five) sectionalized apartments or units and 5 (five)

health care units; and 3.2.2 storage areas; and

3.2.3 parking bays; and

3.2.4 exclusive use areas; and

3.2.5 Communal Facilities; and

3.2.6 Common Property,

to bring about and establish a scheme (as contemplated in the Acts) and a housing

development scheme for retired Persons (as contemplated in the Act and the

HDSFRP Regulations) on the Land in terms of both or either of the Sectional Titles Act

and/or the Act, materially in accordance with the Architectural Plan.

3.3 The Seller has applied amongst others to the Responsible Authorities for the necessary

approvals to undertake the Scheme, which application contemplates a rezoning of

the use of the Land from business and service station to community residential

building and service station. To this end, the Development process contemplates

amongst others:

3.3.1 amendment of the existing Cape Town Zoning Scheme Regulations and

Departures;

3.3.2 building plan approval; and

3.3.3 construction in accordance with the building plan approval.

3.4 The Seller is to procure that the Common Services are put in place for the Scheme

and upon the coming into being of the Association, the Body Corporate will be

responsible thereafter and therefore.



3.5 As the Development and Scheme are designed specifically for retired Persons, the

Purchaser and every other purchaser of a unit, will and must choose any 1 (one) of

the Services Packages for which the Managing Agent will be tasked by the Body

Corporate to procure and/or deliver, for which levies will be payable to the Body

Corporate.

3.6 The Purchaser has, by his Signature hereto,:

3.6.1 offered to acquire the Subject Matter; and

3.6.2 chosen and committed himself to a Services Package,

upon the terms and conditions set out in this Offer to Purchase, which, when and if

accepted by the Seller, becomes a legally binding agreement by and between the

Parties, subject to the fulfillment of the Conditions Precedent.

II : CONDITIONALITY

4. CONDITIONS

Suspensive Conditions

4.1 Notwithstanding the acceptance by the Seller of the Offer to Purchase

hereincontained, this Agreement, save for this clause 4 and clauses 1 to 3, 18 through

to and including 21.41 (which are of immediate force and effect) is subject to the

fulfilment of the following suspensive conditions:

4.1.1 Local Authority Approvals – the Seller, by the close of Business Hours on 31

March 2014 (or such later or extended date as may be acceptable to the

Pu rchaser and Seller) and upon terms and conditions acceptable to the

Seller, obtains the necessary approvals and consents to undertake and proceed

with the Development and the Scheme as contemplated herein, the

Association Constitution and/or the Conduct Rules, as may be applicable;

and/or

4.1.2 Pre-Sales – the Seller Disposing, by close of Business Hours on 31 March 2014

(or such later or extended date as may be acceptable to the Purchaser and

Seller), 25 (twenty five) units in the Scheme or Disposals totalling in aggregate in

excess of R55,000,000.00 (fifty five million Rand), whichever the greater, and, for

the avoidance of doubt, a Disposal will only be deemed to have taken place

once a binding contract has been entered into and the contract is not subject

to any suspensive conditions and/or outstanding provisions, save for this Clause

4.1.2; and/or

4.1.3 Seller’s Finance – the Seller, to the extent necessary, obtaining the appropriate

loan finance to undertake the development of the Scheme by close of Business

Hours on 31 March 2014 (or such later or extended date as may be acceptable

to the Purchaser and Seller) and upon terms and conditions acceptable to the

Seller; and/or

4.1.4 Special Conditions – any Special Condition which is clearly stipulated to be a

Condition Precedent under Part Four – Section K: Special Conditions.



4.2 The Conditions Precedent in Clauses 4.1.1 to 4.1.3 are stipulated for the sole benefit of

the Seller and may be waived in whole or in part, by only the Seller, prior to and/or

on the date for fulfilment of the Condition Precedent. If the Conditions Precedent

in Clauses 4.1.1 to 4.1.3 are not fulfilled or waived (in whole or in part, as the case

may be) by the Seller on or by the respective dates therefore, then save for this

clause 4 and clauses 1 to 3, 18 through to and including 21.41 which are of

immediate and continuing force and effect, this Agreement will not come into force

nor have any legal or other effect.

4.3 The Seller, with the Purchaser’s agreement, will be entitled, by Written Notice, prior to

and/or on the dates referred to in Clauses 4.1 and 4.2, to extend the date for

fulfilment of the Conditions Precedent aforestated for a further period as the Seller

and Purchaser may deem appropriate.

4.4 The Condition Precedent in Clause 4.1.4 is stipulated for the benefit of both the Parties

and may be waived in whole or in part, by mutual agreement by both the

Parties, prior to and/or on the date for fulfilment of the Condition Precedent. To

the extent the Condition Precedent in Clause 4.1.4 is not fulfilled, deferred or

waived (in whole or in part, as the case may be) by the date for fulfilment then this

Agreement will become null and void ab initio, meaning as if it never existed.

4.5 The Parties will use their reasonable endeavours to procure the timeous fulfilment of

the Conditions Precedent.

4.6 Should this Agreement become of no force or effect by reason of Clauses 4.2, 4.4

and/or 4.5, as the case may be, then the Parties will be restored as near as may be

possible to the position in which they would have been had this Agreement not been

entered into and the Deposit and all accrued interest thereon, if applicable, will

(subject to the provisions thereof) be repaid by the Conveyancer to the Purchaser.

4.7 Neither Party will have any claim against the other as a result of the failure of the

Conditions Precedent, except for such damages, if any, resulting from the breach of

the provisions in this Clause 4.

Bond Finance

4.8 If and to the extent the Purchaser, as a special condition contemplated in Clause

4.1.4, requires a loan from a recognised Bank or Financial Institution, acceptable to

the Seller, secured by the registration of a first mortgage bond over the Unit, such

special condition will be deemed, unless otherwise agreed to in Writing by the Seller,

to have been fulfilled upon the date of issue by such recognised Bank or Financial

Institution of a quotation as referred to in the National Credit Act to the Purchaser or

his agent, irrespective of any loan agreement between the Purchaser and the said

Bank or Financial Institution and regardless of any of the conditions imposed by the

Bank or Financial Institution in granting such loan.

4.9 If and to the extent the Purchaser’s loan, as aforementioned, is not be approved

within the time period provided for in Part Four – Section K: Special Conditions, then

such period will automatically be extended until the Seller gives the Purchaser Written

Notice advising the Purchaser that the extended period has been terminated.

4.10 If and to the extent the Condition Precedent provided for in 4.9 is not fulfilled prior to

date on which the Seller gives the Purchaser Written Notice of termination

contemplated in Clause 4.9, then this Agreement will lapse and be of no further force

and effect and the remaining provisions pertaining to the Suspensive Conditions will

likewise apply.

4.11 The Purchaser undertakes to do all such things and to sign all such documents as may



be necessary and/or requisite in order to apply for and procure the grant of the said

loan from the aforementioned Bank or Financial Institution and to furnish Written proof

to the Seller of the granting or refusal thereof.

4.12 The Purchaser acknowledges that he is fully aware of the requirements of Banks or

Financial Institutions with regard to granting loans on the basis of income and

commitments of a borrower and the Purchaser warrants that his income is sufficient in

relation to his commitments to meet the requirements of the Bank or Financial

Institution in this regard and having regard to the amount of the loan to be applied

for.

4.13 If and to the extent the Purchaser is married in CoP, the Consenting Spouse:

4.13.1 must and will also Sign this Agreement as provided for on Part Two: Signature

Page; and

4.13.2 irrevocably undertakes to Sign any document which may be required by any

Person, Bank or Financial Institution in order to procure the loan and/or register

the mortgage or other bond or security contemplated in Clause 4.9, including

without limitation, any deed of suretyship, loan application and a power of

attorney to pass the requisite bond.

Seller’s Right to Accept Another Offer

4.14 If the Seller, prior to the fulfilment of the Suspensive Condition contemplated and

provided for in Clause 4.1.4 which has been deferred or postponed, receives, during

the period of such deferral or postponement, another offer to purchase the Subject

Matter which it, in its Discretion, is desirous of accepting, then and in that event the

Seller must and will Notify the Purchaser of its intention in Writing. If and to the extent

the Purchaser is desirous of proceeding with the transaction herein contemplated,

the Purchaser will and must, within 5 (five) Business Days of receipt of such Notice, Notify the Seller, in Writing, that he waives the benefit of such Suspensive Condition,

thereby binding himself unconditionally and declaring himself financially able to fulfil

all his obligations provided for in this Agreement, failing which this Agreement will

lapse, and be of no further force or effect.

4.15 If and to the extent this Agreement lapses by reason of Clause 4.14, then and in that

event:

4.15.1 the Conveyancer must and will repay the Deposit, plus the interest earned

thereon, to the Purchaser; and

4.15.2 neither the Purchaser nor the Seller will have any claim for damages or any other claim against each other arising from such lapsing.

Seller’s Right To Resile

4.16 Notwithstanding any provision to the contrary herein contained, at any time prior to a

period of 12 (twelve) months having lapsed from the Signature Date, if construction in

respect of the Scheme has not commenced within that period, the Seller, in its

Discretion, will have the right, but not the obligation, to resile from this Agreement.

4.17 Should the Seller exercise its right and election to resile from this Agreement, it must

and will give Written notice to the Purchaser that it has elected so to do.

4.18 This Agreement will lapse and become null and void upon Notice having been given

and all amounts paid by the Purchaser, together with the interest earned thereon in

the Conveyancer’s Trust Bank Account, will forthwith be refunded to the Purchaser,

with the Purchaser having no further claims of whatsoever nature or kind against the

Seller pursuant to the Seller exercising its right and election to resile from this

Agreement.



III : PURCHASE AND SALE

5. PURCHASE AND SALE

5.1 The Seller hereby sells to the Purchaser, who hereby purchases from the Seller, the Subject Matter, for the Purchase Price, upon the terms, conditions, provisions and

covenants set out herein.

5.2 Subject to payment by the Purchaser of the full Purchase Price and Transfer of the

Unit to the Purchaser, the Seller will be deemed, against Transfer of the Exclusive Use

Areas, to have ceded, to the Purchaser, all its right, title and interest in and to the

Exclusive Use Areas and delegated its corresponding obligations, which obligations

the Purchaser hereby accepts.

6 PURCHASE PRICE

Amount

6.1 The Purchase Price of and for the Subject Matter is the amount so indicated on Part

Four, Section D, which amount is inclusive of VAT as at the Signature Date at a rate of

14% (fourteen percent). Notwithstanding anything to the contrary herein contained,

in the event the rate at which VAT is charged is amended after the Signature Date in

circumstances in which the amended rate applies to the transaction (herein

provided for), then and in that event the Purchase Price must and will be adjusted

accordingly to ensure that the Seller is paid the same amount after the payment of

VAT as it would have been paid if there was no such change.

Manner

6.2 The Purchase Price must and will be paid by the Purchaser to the Seller by means of:

6.2.1 the Deposit; and

6.2.2 the Balance of the Purchase Price, in cash, secured by –

6.2.1.1 the Balance of Purchase Price Guarantee; or

6.2.1.2 a Deposit Advantage Guarantee; or

6.2.2 the full Purchase Price secured by a Deposit Advantage Guarantee.

Deposit

6.3 The Purchaser will pay the Seller the Deposit as follows:

6.3.1 The Deposit will be an amount equal to 10% (ten percent) of the Purchase Price.

6.3.2 The Deposit must and will be paid or made within 3 (three) Business Days of the

Purchaser Signing this Agreement by means of a cheque drawn in favour of the

Conveyancer’s Trust Bank Account or an electronic funds transfer to the

Conveyancer’s Trust Bank Account as detailed in Part Four, Section G.

6.3.3 To the extent the Purchaser pays the Deposit into the Conveyancer’s Trust Bank

Account, the Purchaser must and will fax proof of payment to the Conveyancer,

marked for the attention of the designated individual detailed in Part Four,

Section G and which proof of payment must clearly reflect the File Reference

Number thereon.



6.3.4 All interest on the Deposit is to accrue to and be held for the benefit of the

Purchaser, in accordance with Section 6(3) of the HDSFRP Act, save as otherwise

provided for herein.

6.3.5 The Purchaser acknowledges that the Conveyancer is not able nor obliged to

invest the Deposit (nor any other amount paid into trust with the Conveyancer)

before and until the Purchaser has:

6.3.5.1 complied with all the FICA requirements and having provided all the FICA

Documentation; and

6.3.5.2 has Signed and delivered to the Conveyancer the Client Investment

Mandate,

both of which the Purchaser undertakes to do as soon as reasonably practical in

the circumstances.

6.3.6 Notwithstanding any other Clause, this Agreement will not constitute an Offer to

Purchase capable of acceptance unless and until the Purchaser has paid the

Deposit or the Seller has otherwise agreed to in Writing.

6.3.7 In the event the Purchaser fails to notify the Conveyancer of any Deposit so

made or fails to provide the Conveyancer with information requested to allow

such Deposit to be invested, the Seller and the Conveyancer will not be liable for

any loss of interest or otherwise on such Deposit.

6.3.8 The Purchaser authorises and instructs, by his Signature hereto, the Conveyancer

to, on the Transfer Date,:

6.3.8.1 release the capital of such Deposit to the Seller; and

6.3.8.2 repay to the Purchaser all accrued interest, less the usual fees and

commissions (as provided for in the Client Investment Mandate).

6.3.9 The Deposit is refundable save and except where the Purchaser is in breach of

this Agreement.

Balance of Purchase Price Guarantee

6.4 The Purchaser must and will provide the Seller with the Balance of Purchase Price

Guarantee, in Writing, on the following basis:

6.4.1 The Balance of Purchase Price Guarantee must and will be made out, drawn

and/or granted in favour of the Seller.

6.4.2 The Balance of Purchase Price Guarantee must and will be of a sufficient amount

to secure the Balance of the Purchase Price after taking the Deposit into

account and such fees, costs, charges, disbursements and, to the extent

required by the Conveyancer, the Purchaser’s proportionate share of rates and

taxes, if applicable.

6.4.3 The Balance of Purchase Price Guarantee must and will be from a South African

Bank or Financial Institution acceptable to both the Seller and the Purchaser.

6.4.4 The Balance of Purchase Price Guarantee must and will be in an amount and

form and on terms acceptable to both the Seller and the Purchaser.

6.4.5 The Balance of Purchase Price Guarantee must and will be expressed payable

on the Transfer Date or words of similar meaning to give effect to the payment

thereof.



6.4.6 The Purchaser must and will provide the Seller with the Balance of Purchase Price

Guarantee within 21 (twenty one) Calendar Days of the Signature Date or

fulfillment of the Suspensive Conditions whichever is the latter, unless otherwise

agreed to in Writing by the Seller.

Balance of the Purchase Price 6.5 The Purchaser m a y e l e c t t o f u r n i s h p a y m e n t o f t h e f u l l B a l a n c e o f

P u r c h a s e P r i c e r a t h e r t h a n t h e p r o v i s i o n o f a G u a r a n t e e a s s e t

o u t i n 6 . 4 a b o v e , i n w h i c h e v e n t ,: 6.5.1 the amount thereof must and will be paid into the Conveyancer’s Trust Bank

Account within 21 (twenty one) Calendar Days of the signature date or

subject to the provisions of 6.4.6 above; and 6.5.2 in the event the Purchaser pays the Balance of Purchase Price, as contemplated

in this Clause 6.5, prior to the Transfer Date, the amount so paid will be held on

deposit by the Conveyancer in an interest bearing Bank account, with the

interest accruing to the Purchaser and in terms of the Client Investment

Mandate; and

6.5.3 the Purchaser must fax proof of payment to the Conveyancer, marked for the

attention of the designated Person and which proof must clearly reflect the File

Reference Number thereon; and

6.5.4 to the extent the Purchaser fails to notify the Conveyancer of any amount so

paid or fails to provide the Conveyancer with information requested to allow

such amount to be invested, the Seller and the Conveyancer will not be liable for

any delay in the transfer of the Unit, damages and/or losses of whatsoever nature

or kind pursuant thereto, including any loss of interest or otherwise on such

amount so paid.

Deposit Advantage Alternative 6.6 Should the Purchaser elect to secure the payment of the Deposit, the Balance of the

Purchase Price and/or the Purchase Price, as the case may be, by means of a

Deposit Advantage Guarantee, then and in that event the following terms will apply: 6.6.1 the Purchaser must clearly indicate in Part Four, Section D, upon Signing this

Agreement, that he elects to secure the payment of the Deposit, the Balance of

the Purchase Price and/or the Purchase Price by means of a Deposit Advantage

Guarantee; and 6.6.2 the Purchaser must and will procure and provide the Sales Agent and the

Conveyancer with the said Deposit Advantage Guarantee for either the

Deposit, the Balance of the Purchase Price and/or the FULL Purchase Price, as

the case may be, drawn in favour of the Seller, in a form acceptable to the

Seller, within 5 (five) Business Days of the Purchaser Signing this Agreement; and

6.6.3 the said Deposit Advantage Guarantee must and will be payable and paid on or

before the Transfer Date, in cash or by means of an electronic funds transfer of

cash into the Conveyancer’s Trust Bank Account; and

6.6.4 all risk in and to the Deposit Advantage Guarantee will reside with and be that of

the Purchaser, with the Purchaser appointing the company providing the said

Deposit Advantage Guarantee being its paying agent; and



6.6.5 any inability, failure, neglect and/or refusal by the company providing the said

Deposit Advantage Guarantee to timeously meet its obligations thereunder, in

whole or in part, or when called upon by the Conveyancer to pay the full

Purchase Price or any part thereof in terms of this Agreement, will, unless

otherwise agreed to in Writing by the Seller, constitute a material breach by the

Purchaser of this Agreement.

Warranty by the Purchaser 6.7 Purchaser hereby warrants that he:

6.7.1 has sufficient financial resources to pay for the transaction herein contemplated

and provided for, as well as the ongoing commitment to pay the Levies and the

Services Package; and 6.7.2 has and will abide fully with all rules, regulations and/or notices published

pursuant to and in terms of FICA and the Exchange Control Regulations; and

6.7.3 is currently and will as at and on the Transfer Date not be in default of any of his

income and/or other tax obligations to the SARS or Local Authority which may or

could delay the obtaining of any certificate or clearance or the Transfer or the

granting or withdrawal of any loan finance, if applicable; and

6.7.4 knows of no impediments, on his side, which could delay the transaction

contemplated herein.

General

6.8 Unless otherwise provided for in this Agreement, all payments on account of the

Purchase Price, interest and other costs, fees and/or charges provided for herein,

must and will be made by the Purchaser to the Seller, free of all bank costs or other

deductions, and must and will be made to and/or deposited in the Conveyancer’s

Trust Bank Account or alternatively, as per the directions, from time to time, of the

Conveyancer, subject, at all times, in the manner contemplated and provided for in

the Act and the HDSFRP Regulations.

No Set-off or Withholding Payment 6.9 Subject, if and where applicable, to the Consumer Protection Act, the Purchaser

cannot, will not and hereby waives his right to defer, adjust or withhold any payment

due to the Seller in terms of or arising out of this Agreement, notwithstanding any

other right he may have in Law, including but not limited to excussion, set-off or

counter-claim unless:

6.9.1 the Seller is in breach of this Agreement; and

6.9.2 the Purchaser has first given the Seller 7 (seven) Calendar Days’ prior Written

Notice of his intention to apply set-off, which Notice must and will:

6.9.2.1 be delivered to the Seller or the Conveyancer; and

6.9.2.2 state the amount which the Purchaser is desirous of setting-off; and

6.9.2.3 state the nature and cause of the Seller’s indebtedness against which the

Purchaser is desirous of setting-off. 6.10 If the Purchaser invokes the right contemplated in Clause 6.9, the Seller has the right,

but not the obligation, by Written Notice to the Purchaser, to elect to resile from this

Agreement.



Disputed Payments

6.11 If payment is demanded in terms of this Agreement and the Purchaser disputes the

obligation to make payment, the Purchaser must nevertheless make such payment in

question under protest and institute action for the recovery thereof together with interest at the Prime Rate, unless a specific rate of interest is otherwise provided

therefore in Law.

6.12 Interest will accrue to the Seller and be charged to the Purchaser at the Prime Rate

plus 3% (three percent) thereon, from time to time, on every amount payable by the

Purchaser to the Seller in terms of this Agreement should such amount not be paid on

due date therefore, whether such date is fixed in the Agreement or in a Written

demand by the Seller (and/or its representative) to the Purchaser. For the avoidance

of doubt, the Purchaser will be liable and obliged to and must pay the Seller the

aforementioned interest charge on any late payment.

6.13 Interest will accrue from the date that payment is due until the actual date of

payment of such amount (both Days inclusive) and must and will be paid by the

Purchaser to the Seller prior to the Transfer Date.

6.14 Should the Purchaser fail to:

6.14.1 deliver the Balance of Purchase Price Guarantee or the Deposit Advantage

Guarantee, as the case may be, within the prescribed period or by the date

specified in this Agreement; or

6.14.2 take Transfer when required to,

thereby deferring the date on which the Seller is expected to be paid the Balance of

the Purchase Price or the full Purchase Price, as the case may be, then without further

Notice, the Seller, in its Discretion, will be entitled, but not obliged, to charge the

Purchaser penalty interest at the Prime Rate plus 3% (three percent) on the Purchase

Price. Such penalty interest will accrue from the date that payment of the Balance of

Purchase Price Guarantee or Deposit Advantage Guarantee, as the case may be, is

due or the date on which the Purchaser failed to comply with his obligations, until the

actual date of delivery of the Balance of the Purchase Price Guarantee, the Deposit

Advantage Guarantee or the date upon which the Purchaser has complied with the

Purchaser's obligations relating to taking Transfer, whichever is relevant, and it must

and will be paid by the Purchaser to the Seller prior to the Transfer Date. For the

avoidance of doubt, if the Purchaser has taken Occupation (deemed or otherwise)

and the Purchaser is deferring Transfer as contemplated in this Clause 6.14, then and

in that event the Purchaser will be responsible and liable to pay the Seller the greater

of the penalty interest herein provided or Occupational Interest.

6.15 The provisions set out in Clauses 6.11 to and including 6.14 will in no way prejudice the

rights of the Seller to give Notice and take whatever other steps and remedies as are

available in Law and in terms of Clause 18 or any other applicable provision of this

Agreement.

7 THE SUBJECT MATTER, POSSESSION & OCCUPATION

The Extent

7.1 The Subject Matter is sold on the basis that the extent of the components of the

Subject Matter is as set out in Part Four, Section D. This extent is an indicative and

provisional one, which is subject to and may change when the components are

finally measured on completion and depicted on the Sectional Plan.



7.2 The Seller will have no claim for any additional consideration should the extent of the

Subject Matter, as finally surveyed, be more that the aforesaid extent.

7.3 The Purchaser will:

- not be entitled or have the right to delay or refuse Transfer of the Subject Matter;

and

- have no claim against the Seller if the final extent determined as aforesaid is less

than the extent contemplated in Part Four, Section D,

provided that if the extent of the Unit, as depicted on the Sectional Plan, is more than

5% (five percent) less than the extent described in Part Four, Section D, the Purchaser

will be entitled, within 5 (five) Business Days of having been advised thereof by the

Seller or having become aware that the actual extent of the Unit is more than 5%

(five percent) less than the extent thereof described in Part Four, Section D, to cancel

this Agreement, in Writing, in which event,:



7.3.2 neither the Purchaser nor the Seller will have any claim for damages or any other

claim against each other arising from such cancellation.

7.4 To the extent the Purchaser fails, neglects and/or does not cancel this Agreement, in

Writing, within the 5 (five) Business Days of having been advised or of having become

aware, as contemplated in Clause 7.3, then and in that event the Purchaser will have

no:

7.4.1 right to cancel this Agreement; and

7.4.2 claim of whatsoever nature against the Seller.

7.5 The provisions of Clauses 7.3 and 7.4 likewise apply if and to the extent there is a

variation in the extent of any of the Exclusive Use Areas, save that the extent of such

deviation must be more than 15% (fiteen percent).

Title Deed Conditions

7.6 The Purchaser acknowledges that the Subject Matter is sold subject to:

7.6.1 all the conditions of title, restrictions and servitudes, including usufructs, benefiting

or burdening the Land, contained in the Title Deed of the Land; and

7.6.2 all terms and conditions pertaining to and/or all benefits to and burdens upon

the Subject Matter, by virtue of the Scheme and/or by virtue of it being located

within the Development and the Scheme; and

7.6.3 all or any other statutory and/or regulatory burden and/or restriction and/or

condition which may be imposed by any Responsible Authority; and

7.6.4 the architectural and other guidelines, if any, referred to in the Association

Constitution, the Management Rules and/or the Conduct Rules, as the case may

be; and

7.6.5 the Seller’s Real Rights.



The Unit – Layout & Specifications

7.7 It is the intention of the Seller to construct and provide the Unit materially in

accordance with the Architectural Plan, attached hereto as Annexure 8 of Part Six,

together with the finishes selected or chosen by the Purchaser for such Unit, as set out

in Annexure 9 of Part Six. In this regard, the Seller will use its Best Endeavours to

procure that the final surveyed extent of the Subject Matter will be in keeping with the

Architectural Plan.

7.8 The Seller reserves the right and will be entitled, in its Discretion, to redesign the Unit or

the layout of the Scheme pursuant to an engineering, architectural, statutory,

regulatory or other Responsible Authority requirement, in which event the Purchaser

will have no recourse to and/or against the Seller. Any material deviation will require

the consent of the Purchaser.

7.9 The Seller will be entitled to:

7.9.1 substitute items of a similar standard and quality for any specified item referred to

in Annexure 9 of Part Six – Standard Specifications & Finishes provided they are

aesthetically similar and similar in quality to the items being replaced; and

7.9.2 vary or change any of the dimensions, specifications or detailed design,

including but not limited to the materials, colours and layouts, as set out in

Annexure 9 of Part Six – Standard Specifications & Finishes, provided such

changes do not materially affect the Development and/or the Unit, in which

instance, a certificate signed by the Architect certifying that such changes do

not result in any material change will be conclusive proof thereof and will be final

and binding on the Parties; and

7.9.3 vary the Architectural Plan and/or the floor plans of the Unit, if in the Seller’s

Discretion, such variance or change is reasonably necessary to, amongst others,:

7.9.3.1 meet any requirement of the Local Authorities and/or other Responsible

Authority; and/or

7.9.3.2 meet any special features of the Subject Matter; and/or

7.9.3.3 meet any special impediments, such as water, sewer or electrical lines

either above or under the ground or within the Building or associated with

the Service Station; and/or

7.9.3.4 obtain the approval of the Development, the Scheme and/or the opening

of the Sectional Title Register; and/or

7.9.3.5 address and/or meet any technical and/or legal issues and/or reasons

considered necessary by the Architect, the engineers, the Land Surveyor and/or any Responsible Authority; and

7.9.4 vary the electrical layout of the Unit; and

7.9.5 vary the elevation and/or Floor Plans of the Building, the Common Property

and/or the Communal Facilities as a result of or pursuant to an engineering,

architectural, statutory, regulatory or other Responsible Authority requirement,

whether of a technical nature or otherwise; and



7.9.6 vary the exact location of the exclusive use areas and/or the Communal

Facilities,and to this extent, the Purchaser acknowledges and accepts that:

7.9.7 the Sectional Plan has yet to be approved and registered and there may well be other requirements stipulated by the Local Authorities as to either the final Floor

Plans and areas, the siting of the Unit and the detail of the finishes which may

necessitate changes to the Development, the Scheme and the Subject Matter;

and/or

7.9.8 the final surveyed extent of the Unit may not be precisely the same as depicted

in the Architectural Plan and as set out in Annexure 9 of Part Six – Standard

Specifications & Finishes; and/or

7.9.9 the specifications and theme of the Unit may not necessarily be exactly or

precisely the same as those illustrated in the show apartment utilised for display

and marketing purposes only or as contained in any marketing or other material

exhibited by or on behalf of the Seller. 7.10 Notwithstanding anything to the contrary, expressed or implied, if and to the extent

any of the materials, including but not limited to colour, style and /or design, used or

to be used in the finishes as detailed in Annexure 9 of Part Six – Standard

Specifications & Finishes, not being available for any reason whatsoever, prior to or

during the course of the construction then and in that event the Architect will, after

consultation with the Purchaser, choose another similar material, including but not

limited to colour, style and /or design, which is available. The choice of the Architect

will be final and binding on the Parties. Similarly, where any material, including but not

limited to colour, style and /or design, is not clearly specified or indicated in Annexure

9 of Part Six – Standard Specifications & Finishes or any extras, the Architect will have

the right and Discretion to specify the material considered in the opinion of Architect

to be the most suitable, in which event the decision of the Architect will be final and

binding on the Parties.

Extras

7.11 The Purchaser will be entitled, at his own cost and expense, which will be in addition

to the Purchase Price, to request that the Unit be completed with extras. For the purpose of this Clause 7.11, the term “extras” means any variation, modification or

addition to or from the finishes selected by the Purchaser for such Unit, as set out in

Annexure 9 of Part Six. Extras will be restricted to floor finishes (carpet, tile or wood

flooring), kitchen units, kitchen worktops, light fittings, built-in cupboards, bathroom

fixtures and sanitary ware items.

7.12 The Purchaser will not be entitled to make any alteration to the Unit’s floor plan nor to

omit or downgrade any finishes selected by the Purchaser for such Unit, as set out in Annexure 9 of Part Six.

7.13 The Purchaser may make a single request, in Writing, to the Seller, incorporating all

extras required, complete with sufficient information to enable the Seller’s contractor

to quote thereon. No request for extras will be considered by the Seller, unless

otherwise agreed to in Writing by the Seller, if such request is not received by the

Seller within 30 (thirty) Calendar Days of the Signature Date.



7.14 The Seller, in its Discretion, will be entitled, but not obliged, to accept or refuse, in

whole or in part, any request for extras. The Seller will and must inform the Purchaser,

in Writing, either that the extras are refused or provide the Purchaser with a Written

quotation of the additional amount to be charged for such extras. The Purchaser will

be required to accept in Writing and make payment directly to the Seller the amount

so quoted for the required extras no less than 30 (thirty) Calendar Days prior to the

Seller notifying the Purchaser of the start of construction of such extras.

7.15 In the event of the Seller not agreeing to the extras or the Purchaser not timeously

accepting the quote in Writing and making payment as contemplated and provided

for in Clause 7.14, the Unit will be completed in accordance with this Agreement and

the Purchaser will be obliged to take Transfer and Occupation thereof in accordance

herewith.

Building Works

7.16 The Purchaser will, in no manner whatsoever, be entitled to interfere with the Seller’s

contractor and/or sub-contractors, which includes the giving of directions or instructions. In this regard, in the interests of safety, the Purchaser will not be permitted

access to the Land whilst any construction is taking place without first having

obtained the prior Written consent of the Seller and the Seller’s contractor.

7.17 Neither the Purchaser nor any Person employed by him will be entitled or have the

right to carry out any work on the Unit without first obtaining the Seller’s prior Written

consent and approval thereto.

Practical Completion

7.18 For purposes of this Agreement, the term “Practical Completion” means the

completion of the Unit such that it renders it capable of effectively being used for the

purposes for which it is intended, which may occur prior to the finalisation of

rectification of any snags.

7.19 Practical Completion will be when the Architect issues his Certificate of Practical

Completion in respect of the Unit.

Handover

7.20 The Purchaser is obliged to accept the handover of the Unit on the date and upon

issuance by the Architect of the Certificate of Practical Completion (“Practical

Completion Date”).

7.21 On handover of the Unit to the Purchaser, the Purchaser (or his duly authorised

nominee) must and will Sign an Acceptance of Handover Form, materially similar to

the one set out in Part Six, Annexure 5 – Pro Forma Handover Form & Snag List,

accepting possession of the Unit and acknowledging that he has examined the

sanitary ware, cupboards, worktops, carpets and tiling and has noted on the form all

defects, if any, which may exist in these items at the time. The Seller will not be

responsible for the rectification of any defects which are not noted on the

Acceptance of Handover Form.

7.22 If the Purchaser fails or refuses to accept handover of the Unit, then and in that event

the Certificate of Practical Completion will, in terms of Section 6(1) of the Act, be

deemed sufficient proof that the Unit was free of any defects on the Practical

Completion Date.

7.23 A certificate issued by the Architect as to the fact that the Subject Matter, including

any and/or all of its component parts, is complete and without any defect, will be

conclusive proof thereof and binding upon the Parties.



Possession, Occupation & Control of the Unit

7.24 The Approximate Occupation Date reflected in Part Four, Section D is only an

estimate or anticipation of the actual date and the Purchaser will have no claim

against the Seller for damages and/or any other form of compensation of whatsoever

nature if the Approximate Occupation Date occurs before or after the date so

reflected and/or having been moved to a new expected Occupation Date.

7.25 In order to assist the Purchaser, the Seller will and must, as a matter of courtesy, Notify

the Purchaser, in Writing, 4 (four) months prior to and of the actual Occupation Date.

7.26 Provided the Purchaser has complied with all his obligations in this Agreement,

including, without limiting the generality of the a foregoing, payment of the Deposit

and due delivery of a valid guarantee for the Balance of the Purchase Price,

possession and occupation of the Subject Matter will be given by the Seller and taken

by the Purchaser on the Practical Completion Date.

7.27 All risk and benefit, save as otherwise provided for herein, will pass to the Purchaser on

the Practical Completion Date.

Possession & Occupation Pending Transfer

7.28 If the Purchaser takes possession and/or Occupation of the Unit (including any other

component of the Subject Matter) prior to the Transfer Date, then and in that event,:

7.28.1 the provisions of section 44(1) of the Act will apply as if the Purchaser were the

owner of the Unit, save as may be provided for elsewhere in this Agreement; and

7.28.2 the remaining or other provisions of the Act, the Association Constitution and the

provisions of the Management Rules and the Conduct Rules, as the case may

be, insofar as they cast any duty or obligation upon the owner or occupier of a

unit, will bind the Purchaser and be enforceable by the Seller and/or the Body

Corporate, as the case may be, as if the Purchaser was the owner of the Unit;

and

7.28.3 until such time as the Unit is registered in his name, the Purchaser will not be

entitled, without the prior Written consent of the Seller first being had and

obtained, to make any alteration, addition and/or improvement to the Unit; and

7.28.4 the Purchaser must and will, until the Unit is registered in his name or until such

time as the Unit has been returned to the Seller as a result of cancellation of this

Agreement for whatever reason, maintain and keep the Unit in good order and

in the same state of good repair in which he received it and if the Unit is not kept

in the same state of good repair, the Seller will have the right to repair same

without Notice to the Purchaser and recover the cost of such repairs from the

Purchaser; and

7.28.5 the Purchaser will not lease, Dispose or in any way deal with the Subject Matter,

nor permit the transfer or cession of shares or members' interest or benefit under a

company, close corporation or trust, as the case may be, if the Purchaser is such

an entity, except with the prior Written consent of the Seller first having been had

and obtained; and

7.28.6 the Purchaser may not let or in any other manner Dispose of or part with (whether

temporarily or otherwise) the Subject Matter or his rights of occupation thereof,

unless the Purchaser has fully complied with all his obligations in this Agreement

and taken all steps required of him to enable Transfer of the Subject Matter to

him to be registered; and



7.28.7 the Purchaser hereby waives all claims against the Seller for any loss or damage

to property or any injury to or death of any Person which the Purchaser may

sustain in or about the Land, the Unit and/or the Building and indemnifies the

Seller (including its shareholders, directors, employees, professional consultants,

agents and advisers and the Managing Agent) against any such claim (including

but not limited to any claim for costs, including but not limited to attorney and

own client costs as determined in accordance with the non-litigious tariff of the

Cape Law Society) that may be made against the Seller by the Purchaser, any

member of the Purchaser's family or the Purchaser's Occupier, invitees,

employees or agents for any loss or damage to property or injury to or death of a

Person suffered in or about the Land, the Unit and/or the Building, howsoever

caused; and

7.25.8 the Seller, its shareholders, directors, employees, professional consultants, agents

and advisers and the Managing Agent will bear no liability whatsoever to the

Purchaser, the Purchaser's family, Occupier, invitees, employees or agents in

respect of the Development, the Scheme or any matter arising therefrom; and

7.28.9 the Seller and/or the Seller's duly authorised agent/s will be entitled, at all

reasonable times, to enter and inspect the Subject Matter during the period that

the Purchaser is in Occupation prior to Transfer and/or indebted to the Seller; and

7.25.10 the Purchaser must and will pay the Seller, the Body Corporate and/or the

Managing Agent, as the case may be, Occupational Interest and the

proportionate share of the Levies and Services Package:

7.28.10.1 for the period commencing from the date the Purchaser takes Occupation

up until the Transfer Date; and

7.28.10.2 which payment will and must be made monthly in advance, commencing

on the date the Purchaser takes Occupation and thereafter on the first

Calendar Day of each subsequent month; and

7.28.10.3 on the due date therefore, failing which will be deemed to constitute a

material breach of this Agreement entitling, but not obliging, the Seller to

cancel this Agreement and to claim damages; and

7.28.10.4 and should the date on which the Purchaser takes Occupation be on a

Day other than the first Calendar Day of the month or should the Transfer

Date be on a Day other than the last Calendar Day of the month, then and

in that event the Occupational Interest will be pro-rated and adjusted

proportionately; and

7.29 In addition to and without derogating from Clauses 28.1 and 28.2, if the Purchaser

takes possession and/or Occupation of the Unit (including any other component of

the Subject Matter) prior to the Transfer Date, then and in that event the Seller will be

liable for the Levy, rates and taxes and service charges on the Subject Matter for the

period up and until the Purchaser takes Occupation of the Unit. The Purchaser will be

liable for the Levy, rates and taxes and service charges thereafter.

8 TRANSFER

Date of Transfer

8.1 Transfer of the Subject Matter from the Seller into the name of the Purchaser will be

effected by the Conveyancer on or about the Approximate Transfer Date, or, if no

such date is provided for, as soon as reasonably possible after the Occupation Date

or the Practical Completion Date, whichever occurs last, provided:



8.1.1 each of the Suspensive Conditions contemplated and provided for in Clause 4.1

have been fulfilled and/or waived, as the case may be; and

8.1.2 the Conveyancer has, if applicable, registered, against the Title Deeds, the Seller’s Right to Profits on Resale of the Subject Matter; and

8.1.3 the Purchaser has paid the Purchase Price in full or the Conveyancer, in his

Discretion, is satisfied that the Purchaser has provided the necessary Deposit

and/or guarantees to secure payment of the Purchase Price in full; and

8.1.4 the Purchaser has furnished all the necessary information, the Transfer

Documentation and the FICA Documentation; and

8.1.5 the Conveyancer has obtained all the necessary and other tax clearances and

certificates; and

8.1.6 the Purchaser has paid, to the Seller, all amounts for which the Purchaser is liable

in terms of this Agreement, including but not limited to payment for extras (if any),

rates, taxes, Levies, VAT or transfer duty, if applicable, costs of Transfer, penalty

interest and Occupational Interest, if any.

8.2 The Seller will and must use its Best Endeavours to ensure that Transfer of ownership of

all of the components comprising the Subject Matter takes place simultaneously. To

the extent it is possible to pass Transfer of the Unit, but not of all of its component

parts, the Seller will and must use its Best Endeavours to provide the Purchaser with the

use of a comparable alternative component part, failing which the Purchaser is not

liable to pay for such component parts until such time as the Seller is able to pass

Transfer thereof or provide a comparable alternative component.

8.3 If and to the extent the Transfer of the Unit and any of the Exclusive Use Areas cannot

take place simultaneously, for reasons which are outside the Seller’s control and/or which occur as a result of no fault of the Seller, the Purchaser will and must take

Transfer of the Unit even though Transfer of the remainder of the Subject Matter takes

place at a later stage.

Delayed Transfer

8.4 In the event that Transfer of the Subject Matter is delayed for more than 6 (six) months

after the Approximate Transfer Date referred to in Part Four, Section D, either Party will

have the right, but not the obligation, to cancel this Agreement by Notice in Writing

to the other, provided:

8.4.1 the Conveyancer has not called upon the Purchaser to sign the Transfer

Documents; or

8.4.2 the Purchaser is not delaying the Transfer or any part thereof or is not the cause

of the delay or any part thereof; or

8.4.3 the Purchaser is not in breach of this Agreement; or

8.4.4 the delay in Transfer is as a result of any Responsible Authority; or

8.4.5 the delay in Transfer is as a result of the Seller’s Bank releasing the Seller from any

mortgage or other bond it may have over the Land.

8.5 If and to the extent this Agreement is cancelled pursuant in and in accordance with

Clause 8.4, then and in that event:





8.5.2 neither the Purchaser nor the Seller will have any claim for damages or any other

claim against each other arising from such cancellation.

8.6 To the extent the Transfer of the Subject Matter is delayed due to:

8.6.1 the simultaneous transfer of units to other Unit Owners; and/or

8.6.2 the Conveyancer batching units for Transfer; and/or

8.6.3 the Seller’s Bank not timeously releasing the Seller from its mortgage bond

obligations; and/or

8.6.4 there being delays in the Transfer process or the lodgement and process of

documents in the Deeds Office,

then and in that event the Purchaser’s obligations to pay Occupational Interest,

interim Levies and/or Levies, as the case may be, will remain and be unaffected

thereby.

Transfer Documentation

8.7 The Conveyancer may, at any time after the fulfilment of the Suspensive Conditions

contemplated and provided for in Clause 4.1, even if he is not yet in a position to pass

Transfer, request the Purchaser to:

8.7.1 furnish the Conveyancer with the Transfer Documentation and/or such other

information and documents as he may reasonably require for the purposes of

Transfer; and

8.7.2 Sign the Transfer Documents and/or such other documents as he may be

required to sign for the purposes of Transfer and

and the Purchaser must and will do so within 5 (five) Business Days of being requested

to do so by the Conveyancer or such longer period as may be agreed to in Writing by the Seller, failing which the Seller will have the right, but not the obligation to:

8.7.3 cancel this Agreement, in which event the Purchaser will be liable to:

8.7.3.1 the Seller for administration, professional and/or wasted costs, charges,

expenses and/or fees (including VAT thereon) incurred by the Seller in

entering into this Agreement, as well as such damages as a court of

competent jurisdiction may determine; and/or

8.7.3.2 pay the Conveyancer’s wasted fees, costs and charges (including VAT

thereon); and/or

8.7.3.3 pay the Sales Agent the Commission (including VAT thereon) reflected in

Part Four, Section H; or

8.7.4 charge and the Purchaser will and must pay the Seller Occupational Interest from

the 6th (sixth) Business Day following the Conveyancer’s request contemplated in

this Clause 8.7 until the Transfer Date, both dates inclusive.



Transfer Costs

8.8 The Purchaser must and will pay, into the Conveyancer’s Trust Bank Account, within 10 (ten) Calendar Days of receipt of Written Notification from the Conveyancer,

which Notification may not be made before the fulfilment of the Suspensive

Conditions contemplated and provided for in Clause 4.1, all fees, costs, charges,

expenses and disbursements associated with Transfer including, but not limited to:

8.8.1 transfer duty and/or VAT, whichever applicable; and

8.8.2 the Conveyancer’s legal fees and charges associated with the Transfer

calculated in accordance with the prescribed tariff; and

8.8.3 the pro-rata rates and taxes in respect of the Land and/or the Subject Matter, as

the case may be; and

8.8.4 all costs and charges associated with the registration of a mortgage bond as the

Purchaser may be required to register over the Subject Matter, if applicable; and

8.8.5 all other taxes, duties, imposts, fees, charges, costs and expenses incidental to

and necessary for the purposes of giving Transfer; and

8.8.6 any payment in respect of extras not already paid for.



IV : FINANCIAL & OTHER CONSEQUENCES OF TRANSFER & THE SCHEME

9 THE HCPMA

Only, if and to the extent the HCPMA applies to this Agreement and the transaction

herein contained, then and in that event the following provisions apply:

Requirements

9.1 The Purchaser confirms that the Seller, as a “home builder,” as that terms is defined in

the HCPMA, has complied with the requirements of section 13(1) of the HCPMA in

that:

9.1.1 the Agreement is in writing and signed by the Parties hereto; and

9.1.2 all material terms, including the financial obligations of the Purchaser, as a “housing consumer,” as that terms is defined in the HCPMA, are clearly set out

and recorded in the Agreement;

9.1.3 the specifications pertaining to the materials to be used in the construction of the

Unit and the plans reflecting the dimensions and measurements are fully

provided for and form part of this Agreement.

Warranties

9.2 The Seller, as per section 13(1) of the HCPMA, gives the following warranties that the

Subject Matter will be:

9.2.1 constructed in a workmanlike manner; and

9.2.2 fit for habitation; and

9.2.3 constructed in accordance with-

9.2.3.1 the technical requirements; and

9.2.3.2 the terms, plans and specifications of the materials to be used in the

construction of the Unit and the plans reflecting the dimensions and

measurements of the Subject Matter,

as approved by the Responsible Authority, as contemplated in section 13 of the HCPMA;

9.2.4 and the Seller shall at its cost and upon demand by the Purchaser,:

9.2.4.1 rectify major structural defects in the Subject Matter within a period of no

more than 5 (five) years and 1 (one) Day, calculated as from the Practical

Completion Date, provided that these major structural defects are Notified

to the Seller, in Writing, by the Purchaser within that period; and

9.2.4.2 repair roof leaks attributable to workmanship, design or materials occurring

and Notified to the Seller by the Purchaser within a period of 12 (twelve)

months and 1 (one) Day as from the Practical Completion Date; and

9.2.4.3 repair any other defects to the Subject Matter which may manifest

themselves within 180 (one hundred and eighty) Days from Transfer.



Notification

9.3 The Purchaser must and will give the Seller Written Notification of any defects

manifesting themselves as soon as is reasonably possible, and in such Notice specify

the nature of the defect complained of. In the event that the Purchaser fails to give such Notice, and the cost of the repairs to the Seller is increased, the Purchaser will be

liable for such additional expense and cost.

9.4 Save as may otherwise be provided for in the HCPMA, the Seller will not be liable for

any defects in the Subject Matter in respect of amongst others the following:

9.4.1 any damage or defects not having been caused by the Seller or any of its

agents; and/or

9.4.2 general maintenance, repair and paint work of any nature; and/or

9.4.3 surface or hairline cracks in the plaster work; and/or

9.4.4 any minor shrinkage/movement and expansion cracks of a minor nature

between different components or materials used or cracking which might appear in control movement joints; and/or

9.4.5 any mould growth caused by condensation or by the Purchaser’s failure to allow

for proper ventilation; and/or

9.4.6 any doors and windows slamming or any damage caused thereby; and/or

9.4.7 wind and rain entering through windows and doors left open.

10 NATIONAL CREDIT ACT

10.1 Only, if and to the extent the National Credit Act applies to this Agreement and the

transaction herein contained, then and in that event the Purchaser warrants that:

10.1.1 he will not become over-indebted, as that term is understood under the National

Credit Act, once and to the extent a mortgage or other bond is approved by a

Financial Institution or Bank for the purchase herein contemplated; and/or

10.1.2 he will not do anything from the date of being advised that a mortgage or other

bond has been granted such as to result in the mortgage or other bond being

withdrawn or allow his financial position to deteriorate; and/or

10.1.3 he is not subject to debt review, an administration order or under business rescue

(if and to the extent the Purchaser is a corporate entity).

10.2 The Purchaser authorises the Conveyancer and/or the Sales Agent to:

10.2.1 contact, request and obtain information from any credit provider (or potential

credit provider) or registered credit bureau relevant to an assessment of the behaviour, profile, payment patterns, indebtedness, whereabouts and/or

creditworthiness of the Purchaser; and

10.2.2 furnish information concerning the behaviour, profile, payment patterns,

indebtedness, whereabouts and/or creditworthiness of the Purchaser to any

registered credit bureau or to any credit provider (or potential credit provider)

seeking a trade reference regarding the Purchaser’s dealings with the

Conveyancer or Sales Agent.



11 STATUTORY CERTIFICATES

The Seller will and must, if, to the extent and where applicable, furnish the Purchaser,

on Transfer, with the following certificates:

11.1 an Electrical Compliance Certificate as contemplated in Article 3 of the Regulation

2920, promulgated in terms of the Machinery and Occupational Safety Act, 1983 (Act

No. 6 of 1983), in respect of the electrical installation as constituted at the

Occupation Date; and

11.2 a Certificate of Compliance of Water Installation in respect of the Unit issued by a

suitably qualified plumber and in accordance with the legal requirements laid down

in the City of Cape Town: Water By-Law 2010, promulgated in the Western Cape

Provincial Gazette No. 6847 on 18 February 2011; and

11.3 a Certificate of Conformity in respect of such installation of Gas as is required by

Section 17(3) of Government Notice R734 of 15 July 2009, Government Gazette 32395

(pertaining to gas installations).

12 SELLER’S RIGHT TO EXTEND

12.1 The Seller intends in its application for the registration of the Sectional Plan, to reserve

the right (for itself and its successors in title), in terms of section 25 of the Sectional Titles

Act, to amongst others:

12.1.1 erect and complete, from time to time, in phases, within a period of 20 (twenty)

years after the opening of the Sectional Title Register, for its personal account,

horizontal and/or vertical buildings or extensions on the Land and/or from and/or

on the Service Station Area to the Building (as presented on the Site

Development Plan and the Elevation and Building Floor Plan); and

12.1.2 divide such future building into a section or sections and common property and

to confer the right of exclusive use over parts of such common property upon the

owner or owners of one or more sections; and

12.1.3 add and attach, if appropriate, such future building onto the Building.

12.2 The Seller hereby reserves the right, but not the obligation, to add to and/or extend

the Scheme by adding to or consolidating with other properties adjoining the Land to

enlarge the Scheme – it being understood that the Seller’s right includes, but is not

limited to the right to extend an existing building horizontally and/or vertically and/or

to erect an additional building or buildings on a specified part of the Land, the

Service Station Area, the Common Property and/or other properties acquired

therefore and to divide the extended part of the additional building or buildings into

a section or sections, common property and exclusive use areas. This right of

extension will be valid for at least 20 (twenty) years, commencing from the opening of

the Sectional Title Register, or such other later date and upon terms and conditions as

may be stipulated in any approval granted therefore in terms of the Sectional Titles

Act and/or LUPO, as the case may be, by the Local Authority from time to time.

12.3 The Purchaser hereby irrevocably consents to the Seller extending the Scheme and to

allow the Seller to exercise its positive and real rights to proceed with the

development of the Scheme as envisaged herein, including any extension thereof,

and hereby waives his right to interfere with or obstruct the Seller from erecting on the

Land, Common Property or any portion thereof, the Building, any additional buildings

and/or to have the right of use of or access to any portion or portions of the Common

Property upon which any existing or additional buildings are being erected until such



time as the aforesaid existing and/or additional buildings have been completed and

the sectional plan or plans thereof registered.

12.4 The Purchaser and the Body Corporate will have no right to, or in, any such buildings,

of which units the Seller will be the sole owner and certificates of registered sectional

title will be or will have been issued to and in the name of the Seller who will be

entitled to dispose of or otherwise deal with such units for its own exclusive benefit

and account - the proceeds of the sale of all and/or any units comprising the existing

and/or additional building will be for the Seller's sole account and benefit.

12.5 After completion of the extension to the Scheme as contemplated in Clause 12.1, the

Participation Quotas of all the sections in the Scheme will be recalculated in

accordance with the provisions of section 32 of the Sectional Titles Act, for which the

Purchaser hereby consents.

12.6 From the date of the establishment of the Body Corporate, contemplated herein, to

the date of registration of the Sectional Plan in respect of the extension envisaged in

Clause 12.1, the Seller will be:

12.6.1 responsible for the upkeep, control, management and administration of the

Service Station Area and that portion of the Common Property upon which such

additional buildings or extension of the existing Building is to be erected; and

12.6.2 entitled to all and any income of whatsoever nature accruing thereto and

therefrom.

12.7 The real rights of the Seller reserved in terms of this Clause 12 may be exercised by the

Seller and/or its successors in title in its Discretion, provided that the exercise of such

rights is in accordance with the Sectional Titles Act.

12.8 Neither the Purchaser nor any successor in title to the Purchaser or any other Person to

whom the Purchaser or Spouse or his or her successors in title to the Unit has granted any real right, will be entitled to withhold his or her consent to the opening of the

Sectional Title Register or registers or any extension of the Scheme as contemplated in

this Agreement.

12.9 The Purchaser hereby irrevocably undertakes to Sign, upon request by the Seller, all

such documents as may be necessary to enable the Seller to proceed with the

aforesaid Scheme and/or any extension thereof.

12.10 Should the Purchaser fail, neglect or refuse to Sign any such document, then the

Purchaser hereby appoints and is deemed to have appointed the Seller as his

attorney and agent in rem suam (meaning in its own interest) to Sign any such

document on his behalf.

12.11 The Seller will have the right, within its Discretion, to effect variations to the dimensions

and configuration of each building comprising the Scheme and/or any extension

thereof, provided that such variations will not materially prejudicially affect any unit

already sold.

12.12 The Purchaser acknowledges that there may be occasions, from time to time, and

especially during the extension contemplated in this Clause 12, where the Occupier’s

use and enjoyment of and access to the Subject Matter, the Communal Facilities and

the Common Property may be temporarily interrupted and/or there may be noise

and dust, caused by maintenance, repair and/or building operations.

12.13 The Seller will use all reasonable endeavours to procure that any inconvenience or

interruption due to portions of the Building being incomplete or the extension operations being carried out are kept to a minimum.



12.14 If and to the extent the Purchaser is inconvenienced and/or suffers any loss or

damage by any building operations during any extended period contemplated in

this Clause 12, the Purchaser, any member of the Purchaser's family or the Purchaser's

Occupier, invitees, employees or agents will not have any claim against the

Purchaser, its shareholders, directors, employees, professional consultants, advisers

and agents for any loss or damage to property or injury to or death of a Person

suffered in or about the Land, the Unit and/or the Building, howsoever caused.

13 SERVITUDES

Certain parts of the Land and/or the Common Property may be subject to a servitude

or right of way and other types of rights and/or restrictions reserved and/or registered

in favour of the Developer, the Body Corporate and its Members and certain

statutory bodies or Persons, including:

13.1 an access servitude in favour of the Seller, including its nominees and successors in title for the purpose of facilitating the Development and any further development by

means of the Seller’s Right to Extend; and/or

13.2 an access servitude comprising a ramp to the parking basement in the Building;

and/or

13.3 such other servitudes or rights of way as may be required and/or necessary to give

effect to the Scheme and the Seller’s Right to Extend.

14 RETIRED PERSONS & THE ACT

Legal Prohibition – only Retired Persons can Occupy

14.1 No Person, other than a retired Person (as defined in the Act) or the Spouse of a

retired Person, may occupy the Unit, except otherwise with the Written consent of all

the Members.

Use only for Residential Purposes

14.2 The Unit may only be utilised for residential purposes.

Applies to the Purchaser & All Persons in Occupation

14.3 The limitations, restrictions and obligations contained herein, the Association

Constitution, the Management Rules and the Conduct Rules, as the case may be, on

the Purchaser, apply equally to the Spouse and/or any other Occupant or Person

occupying the Unit under and/or by virtue of the Purchaser’s rights in Law, including

any lessee, trustee, liquidator, curator or the like.

14.4 The Purchaser must and will ensure and procure that any and all Occupants or

Persons occupying the Unit under and/or by virtue of this Agreement and/or the

Purchaser’s rights in Law comply with the Purchaser’s obligations hereunder and

adhere, in every respect, to the Association Constitution, the Management Rules and

the Conduct Rules, as the case may be.

No Endorsement of Title Deeds

14.5 The Seller and/or the Conveyancer will not be required to endorse the Title Deed of

the Land and/or the Unit, as the case may be, to reflect that the Land and/or the

Unit, as the case may be, is and/or are subject to a housing development scheme as

contemplated and provided for in the Act and the HDSFRP Regulations as the legal

basis of the Agreement remains the alienation of immovable property.



15 SECTIONAL TITLES ACT PROVISIONS

The Sectional Titles Act & the Sectional Titles Management Act 15.1 Notwithstanding the promulgation of the Sectional Titles Management Act, the

Sectional Titles Act applies to this Agreement as at the date hereof, but the import

and effect of the Sectional Titles Management Act may come about and apply to

and as between the Parties during the date hereof and the Transfer Date, in which

event the applicable provisions of the Sectional Titles Management Act will apply to

this Agreement as and where necessary and required; in which event the Clauses

herein making reference to the Sectional Titles Act will be deemed to be amended to

make reference to and comply with the applicable provisions of the Sectional Titles

Management Act.

The Association 15.2 The Seller will procure, by virtue of section 36 of the Sectional Titles Act or section 2 of

the Sectional Titles Management Act, as the case may be, and insofar as may be

applicable, Regulation 7 of the HDSFRP Regulations, the establishment of the

Association, against transfer of the first unit in and of the Development and the

Scheme, from the Seller to another Person.

Body Corporate 15.3 The Association will, by virtue of section 36 of the Sectional Titles Act or section 2 of

the Sectional Titles Management Act, as the case may be, be a body corporate

deemed to be so established, having perpetual succession and being capable of

suing and being sued in its own name.

15.4 The Body Corporate is and will be responsible for the control, management and

administration of the Scheme in terms of the Sectional Titles Act or the Sectional Titles

Management Act, as the case may be, and the Act, as and where applicable. 15.5 The Purchaser will, on the Transfer Date, by virtue of section 36 of the Sectional Titles

Act or section 2 of the Sectional Titles Management Act, as the case may be, (and

insofar as may be applicable, the Act and the HDSFRP Regulations), be and become

a Member of the Body Corporate and will be bound, in every respect, by the

Association Constitution, the Management Rules and/or the Conduct Rules, as the

case may be, and will remain so bound for so long as the Purchaser is a registered

owner of the Unit.

Association Constitution, Management Rules & Conduct Rules 15.6 The Association Constitution is the set of rules by which the Body Corporate is to

govern the Scheme and which incorporates: 15.6.1 the Management Rules contemplated and provided for in section 35(2)(a) of the

Sectional Titles Act, being the management rules prescribed by Regulation 30,

being Annexure 8 of such Regulations, pertaining essentially to the control,

management and administration of the Scheme; and 15.6.2 the Conduct Rules contemplated and provided for in section 35(2)(b) of the

Sectional Titles Act, being the conduct rules prescribed by Regulation 30, being

Annexure 9 of such Regulations, pertaining essentially to the use and enjoyment

of the Unit, the Common Property, the Communal Facilities and the like. 15.7 By Signature hereto, the Purchaser signifies that he has read and acquainted himself

with the Association Constitution, the Management Rules and the Conduct Rules, as

the case may be, and binds himself to the provisions thereof.



15.8 The Seller will be entitled, when applying for the opening of the Sectional Title

Register, to add to and/or amend the Association Constitution, the Management

Rules and/or the Conduct Rules, as the case may be, as the Seller in its Discretion may

consider appropriate, provided that such additions and/or amendments do not

materially affect the Purchaser's rights in terms of this Agreement.

Power of Attorney

15.9 By Signature hereto, the Purchaser irrevocably and in rem suam (meaning as if for

one’s own affairs) appoints the Seller as his agent and attorney, should it be

necessary, to attend any meeting of the Body Corporate at which the Purchaser is

entitled to be present and then and there to vote, on behalf of the Purchaser for the

appointment of the Managing Agent fo r the f i r s t 12 ( twe lv e)mon th s as

contemplated and provided for herein to manage the housing development

scheme on behalf of the Body Corporate in terms of a management agreement.

Estimated Expenses

15.10 The Seller has, in Annexure 2 – Disclosure Schedule, used its Best Endeavours to

estimate the expenses with regard to the management, control and administration of

the housing development scheme, being the Development and the Scheme, and

the Services Packages, for the next 3 (three) years from the date of signature hereof.

Management Structure

15.11 The management structure of the housing development scheme, being the

Development and the Scheme, is set out in Annexure 2 – Disclosure Schedule.

15.12 The affairs of the Scheme will be managed by the Managing Agent in accordance

with the provisions of the Management Agreement, the Act, the HDSFRP Regulations,

the Sectional Titles Act and/or the Sectional Titles Management Act, the Association

Constitution, the Management Rules and the Conduct Rules, as the case may be,

with the ultimate liability, responsibility, accountability and power remaining that of

the Body Corporate and its Members.

15.13 The Seller will be entitled to appoint the first managing agent, being the defined

Managing Agent, for the Scheme, during the Development Period, which

appointment will be valid and binding on the Body Corporate for a period of 1 (one)

year following the opening of the Sectional Title Register – with the Purchaser hereby

granting the Seller the irrevocable power and authority to appoint the Managing

Agent of and for the Scheme.

15.14 The Managing Agent will be responsible to provide the Services to the Occupants in

accordance with the Management Agreement and, where applicable, as

contemplated and provided for herein. The Seller, without any obligation on itself,

hereby accepts, on behalf and under authorisation of and instruction by the

Managing Agent, such rights, duties, obligations and responsibilities as are herein

granted to and/or imposed upon the Managing Agent.

15.15 The Managing Agent will have the powers, duties and obligations provided for in the

Act, the HDSFRP Regulations, Sectional Titles Act and/or the Sectional Titles

Management Act, the Association Constitution, the Management Rules and the

Conduct Rules, and, to the extent applicable, this Agreement, as the case may be,

and where any such powers vest in the Purchaser, the Purchaser, by his Signature

hereto, is deemed to have irrevocably ceded and assigned such powers to the

Managing Agent, where such powers, duties and obligations relate to the

management of the Scheme.



15.16 The Association will be responsible to elect a committee of trustees whose function will be to communicate and co-operate with the Managing Agent regarding any

reasonable request and complaints by Unit Owners and/or Occupants of the

Scheme.

Use & Enjoyment

15.17 Notwithstanding the Purchaser obtaining lawful title and ownership in and to the

Subject Matter, the Purchaser’s use and enjoyment of the Subject Matter is and will, at all times, be subject to the rights of the other purchasers’ and Occupiers’ like use

and enjoyment and, in particular, the Conduct Rules.

Restrictions & Limitations

15.18 A Title Deed condition will be registered against the Subject Matter, where

applicable, in terms of which the Unit Owner, for the time being and from time to time

of the Unit, will not be entitled to Dispose of the Unit or to cede or transfer any rights in

respect of any of the exclusive use areas without first having obtained the prior

Written consent of the Association and such transfer must be in compliance with the

Association Constitution.

15.19 The Purchaser may not, without first having obtained the prior Written consent of the

Seller, cede his rights or delegate his obligations in respect of this Agreement, the

Subject Matter or let or part with the Occupation or otherwise of any component of

the Subject Matter other than in terms of this Agreement.

15.20 The Purchaser may not sell nor in any other manner, whether by way of exchange,

donation, grant of an option or pre-emptive right, testamentary disposition, or as a

consequence of intestate succession, Dispose of or in any way deal in or with the

Subject Matter or any component part thereof to any other Person except as may be

specifically provided for herein. This Clause applies equally to the Spouse and the

Purchaser’s heirs, administrators, executors and assigns.

15.21 It is a material term of this Agreement that the Seller will be entitled to have registered

against the Unit’s Title Deed the Seller’s Right to Profits on Resale.

15.22 The Purchaser’s rights, as purchaser and owner, as the case may be, are qualified by

and subject to:

15.22.1 the approval by the Local Authority of the Development and the Scheme to be

carried out by the Seller or Developer on the Land; and

15.22.2 the Sectional Plan (as may be extended consequent upon the incorporation

of any subsequent phase) and any modifications or alterations which may

be made thereto from time to time in accordance with the provisions of this

Agreement or the Sectional Titles Act; and

15.22.3 the servitudes for support and for essential services referred to in the Sectional

Title Act; and

15.22.4 the conditions of title contained in the Title Deeds of the Land upon which this

Scheme is being or is to be established; and

15.22.5 the conditions contained in the Section 11(3)(b) of the Sectional Titles Act, being

the schedule as may be certified by a conveyancer setting out the servitudes

and conditions of title burdening or benefiting the Land and the other registrable

conditions imposed by the Seller in terms of subsection (2), as well as such other

particulars as may be prescribed; and



15.22.6 such conditions of title, which the Local Authority may impose on the

Development and/or the Scheme.

15.23 The Purchaser may not, without having first obtained the prior Written consent of the

Managing Agent or the Seller, as the case may be, make alterations or additions to

the Subject Matter.

15.24 Notwithstanding the Seller’s Right to Profits on Resale, the Seller will not be obliged to

compensate the Purchaser, including any Occupant, for any repairs, alterations,

additions and/or improvements, whether necessary or otherwise, made by the

Purchaser or Occupant, to the Subject Matter.

15.25 The Purchaser is responsible, at his cost, for the maintenance and repair of the Unit.

15.26 Notwithstanding and in addition to any other provision of this Agreement, the

Association Constitution, the Management Rules and the Conduct Rules, and/or the

Law, should a Purchaser fail to care for, maintain or repair any component of the

Subject Matter and persists in such failure for a period of 30 (thirty) Calendar Days

after receipt of a Written Notice to Repair or Maintain the Subject Matter, the

Managing Agent will be entitled, but not obliged, to remedy the Purchaser’s failure

and to recover the cost in doing so from the Purchaser.

15.27 The Managing Agent will be entitled to recover the reasonable cost of repairing any

damage caused directly or indirectly by an Occupant or the Purchaser from the

Purchaser, who must and will be liable and obliged to pay same within 14 (fourteen)

Calendar Days of Written request therefore.

15.28 The Managing Agent will have the right to, at all reasonable times and with due

notice, inspect the interior of the Unit and, in its Discretion, take whatever actions it

deems necessary in the best interests of the health and safety of the Occupants and

other Members.

15.29 To the extent this Agreement is Signed by a Purchaser who has a Spouse who is not a

Joint Purchaser, the rights and obligations of the Spouse herein created and provided

for are subject to such Spouse having counter Signed this Agreement in Part Two, with

such counter Signature being deemed, by virtue of this Clause, to have Signified the

acceptance by the Spouse of the benefits and to be bound by the obligations

contained herein.

15.30 The Purchaser need not be an Occupier of the Unit and, as such, to the extent the

Purchaser has not nominated a Third Party Occupant in Part Four, Section C as at the

Signature Date, the Purchaser may, provided the prior Written consent of the

Managing Agent has been obtained and the Purchaser or his or her Spouse is not

occupying the Unit, let or allow use and occupation of the Unit to a Third Party

Occupant.

15.31 The Purchaser will be responsible for the payment of the Levies due as provided for

herein notwithstanding occupation of the Unit by a Third Party Occupant.

15.32 Neither the Seller nor the Body Corporate nor the Managing Agent will be responsible

for any damages which the Purchaser and/or any Occupant may suffer as a result of

loss, damage or theft of property.

15.33 The Purchaser hereby waives all and/or any claims of whatsoever nature against and

hereby indemnifies and irrevocably undertakes to indemnify the Seller, the Body

Corporate and the Managing Agent against any claim which he may have against

either or all of them on the basis of personal injuries or loss or damage to property,

regardless of whether such injuries, loss or damage was caused by the condition of

the Scheme or Unit and/or any improvement thereon or equipment therein or by the



conduct of any Person in the service of the Seller, the Body Corporate and/or the

Managing Agent, as the case may be, save where caused by negligence, willful

conduct and a failure to meet a duty of care.

15.34 The Purchaser hereby waives all and/or any claims of whatsoever nature against and

hereby indemnifies and irrevocably undertakes to indemnify the Seller, the Body

Corporate and the Managing Agent against any claim which any Occupant or

employee of the Purchaser or Occupant may lodge against them on the basis of

personal injuries or loss or damage to property, regardless of whether such injuries, loss

or damage were caused by the condition of the Scheme or Unit and any

improvement thereon or equipment therein or by the conduct of any Person in the

service of the Seller, the Body Corporate and/or the Managing Agent, as the case

may be, save where caused by the negligence, willful conduct and a failure to meet

a duty of care.

16 HEALTHCARE

Health Care Facility

16.1 Upon the opening of the Sectional Title Register the Developer will retain and have

registered ownership of and in 5 (five) units for conducting and housing the Health

Care Facility designated as such on the Architectural Plan and, as such, will be

responsible and b e a r liability f o r attending to the healthcare and retirement

obligations and benefits contemplated in the Act, the HDSFRP Regulations and/or

in this Agreement, as the case may be, will be that of the Association; with it being

recorded that:

16.1.1 the Health Care Facility is not a hospital or specialised geriatric unit as it is only

capable of providing primary nursing care. Any Occupant requiring specialised

care, treatment, supervision or nursing will not be able to receive this from the Health Care Facility.

16.1.2 the Assisted Care Units are designed to accommodate the aged who can no

longer manage a unit by themselves, but who are not yet frail or otherwise

incapacitated, with the level of supervision and care not being as high as that in

the Health Care Facility.

16.2 No guarantee is given that the Health Care Facility or the Assisted Care Unit is

capable of meeting the Occupant’s frail care or assisted living needs either now or in

the future.

16.3 The Occupant is not guaranteed that accommodation will be available in the Health

Care Facility as the size of the facility is fixed and accommodation will be given on a “first come first served” basis, unless otherwise determined by the Association.

16.4 The five (five) units may never be alienated and must always be available as a Health

Care Facility.

Defraying Expenses

16.5 In order to defray the costs of operating the Health Care Facility and/or the Assisted

Care Units, the Managing Agent may during periods of low occupancy provide care

to those who are not Occupants or residents of the Scheme but shall offer the same

level of care to occupants within their units.



Admission to the Health Care Facility

16.6 The Occupant will only be admitted to the Health Care Facility with the approval of a

medical practitioner or the nurse in charge of the Health Care Facility.

16.7 Should the Occupant become mentally or physically infirm as certified by a

registered medical practitioner, he or she will, if it is deemed to be in his or her best

interest, as determined by the Managing Agent and a medical practitioner, be

transferred to the Health Care Facility or some other more suitable institution as

directed by the said medical practitioner. The cost of such care will be for the

account of the Occupant.

16.8 Should the Managing Agent and the said medical practitioner be unable to reach

agreement in respect of the matters referred to in Clause 16.7, then the decision of

the medical practitioner will prevail.

16.9 Should an Occupant need to be cared for in the Health Care Facility then he or she

will be charged a Health Care Levy by the Managing Agent, the initial estimated

amount of which is set out in Part Four, Section E.

16.10 The Health Care Levy will be invoiced monthly in arrears and will be due and payable

on the last day of each month that the Occupant receives care in the Health Care

Facility. The amount due will be calculated pro rata for any portion of the month that

the Occupant receives care in the Health Care Facility.

16.11 To the extent the Purchaser and/or an Occupier requires care in the Health Care

Facility, prior to receiving such care, the Purchaser and/or an Occupier, as the case

may be, will be required to enter into a separate agreement for such Service.

Assisted Care Units

16.12 Prior to occupying an Assisted Care Unit, the Occupant will be required to enter into

a separate agreement for such Servicers Package applicable to Assisted Care Units.

17 SERVICES, COSTS AND/OR LEVIES

Financial Implications

17.1 The Scheme contemplates and provides for the following costs, charges and/or

Levies:

Purchase Price

17.1.1 the payment by the Purchaser to the Seller of the Purchase Price; and/or

Costs of Transfer

17.1.2 the payment of the costs of Transfer as contemplated and provided for herein;

and/or

Levies

17.1.3 the payment by the Purchaser to the Association of interim levies, if applicable,;

and/or

17.1.4 the payment by the Purchaser to the Association of the following Levies in

accordance with the Association Constitution and/or Management Rules, as the

case may be:



17.1.4.1 an Annual Levy, which is payable in 12 (twelve) equal monthly instalments,

for amongst others the cost of conducting the affairs of the Scheme and

the Body Corporate and providing amongst others the Common Services;

and/or

17.1.4.2 a Special Levy, being a once off payment at any time and/or from time to

time, for all such expenses of the Scheme which are not included in any

Annual Levy or which may have arisen as a matter of urgency or generally

in furthering the interests of the Members and the Scheme and which

applies generally to all Members; and/or

17.1.4.3 an Extra-ordinary Special Levy, being a once off payment at any time

and/or from time to time, specific to a particular Member or group of

Members where or when the Body Corporate has incurred expenditure,

which the trustees of the Body Corporate, in their Discretion, considers to

benefit primarily or only such Members or groups of Members; and/or

17.1.4.4 fines for any breach of the Conduct Rules; and/or

Services Packages

17.1.5 the Payment by each Purchaser or Occupant to the Association for the specific

Services Package selected by the Occupant, which payment will be paid monthly in advance.

Initial Services

17.2 The Occupier will have access, where and if applicable, initially, to 3 (three) types of

Services, namely:

17.2.1 the Apartment Services, designated as such and as set out in Part Six, Annexure

1, which, in turn, comprises 3 (three) care options, each with their own cost

implications, namely:

17.2.1.1 the Gold Package; or

17.2.1.2 the Diamond Package; or

17.2.1.3 the Platinum Package; and/or

17.2.2 the Assisted Care Services, designated as such and as set out in Part Six,

Annexure 1; and/or

17.2.3 the Health Care Services, designated as such and as set out in Part Six, Annexure

1.

17.3 The cost of these Services or Services Packages, to the Occupier, will be in addition to

the Purchase Price payable by the Purchaser to the Seller, and any Levy charged by the Management Association.

17.4 The initial Services contemplated herein may vary, be added to or reduced from time

to time depending on, amongst others, the availability of human resources and skills

and the number of vacant units allocated for the specific services.

17.5 This Agreement pertains specifically to the type of Services Package selected by the

Purchaser in Part Four, Section E as at the Signature Date.

17.6 To the extent an Occupier wishes or needs to change the type of Services Package

to another Services Package, the Occupier will be required to apply to the Managing Agent, in Writing, requesting such change of Service.



17.7 The Managing Agent may, in its Discretion,: 17.7.1 accept such request, in whole or in part or offer an alternative Services Package,

in which instance, the Purchaser will be required to Sign a separate agreement,

wherein the amended Levies, charges and/or costs will be detailed; or 17.7.2 reject such request:

17.7.2.1 on medical grounds; or

17.7.2.2 if and to the extent the Managing Agent is of the reasonable opinion that

the Purchaser or Occupier is unable to care for himself or herself under any

of the Service Packages or any alternative Service; or 17.7.2.3 if there is any likelihood or possibility of the Purchaser or Occupant

endangering himself, herself or other Occupants; or 17.7.2.4 if it places the Seller, Managing Agent, Manager and/or any of their staff at

risk.

Levies 17.8 The Purchaser is liable to, must and will pay, to the Managing Agent for the benefit of

the Association, monthly in advance, on or before the first Calendar Day of each

month, such monthly Levy as is determined in accordance with the Association

Constitution and/or the Management Rules, as the case may be, from time to time by

the Managing Agent as is necessary for conducting the affairs of the Scheme.

17.9 The first Levy will be due and payable by the Purchaser on the Occupation Date.

17.10 If and to the extent the Occupation Date and the Transfer Date do not coincide,

with:

17.10.1 the Purchaser or Occupier, as the case may be, taking Occupation after the

Transfer Date, then and in that event the Purchaser will nevertheless be obliged

to, must and will pay Levies from the Transfer Date; or

17.10.2 the Purchaser or Occupier, as the case may be, taking Occupation before the

Transfer Date, then and in that event the Purchaser will be obliged to, must and

will pay Levies from the Occupation Date, which Levies may not necessarily be

the same as the Levies contemplated and provided for Part Four, Section E, as

such Levies must and will take into account and reimburse the Seller for any,

amongst others, insurance cover, maintenance costs, rates, taxes and other

imposts, electricity and water consumed and all other costs and charges

pertaining to the Common Property during the such period.

17.11 All Levies must and will be paid, in cash, by means of a cheque drawn in favour of the

Association Bank Account or an electronic funds transfer to the Association’s Bank

Account as detailed in Part Four, Section J.

17.12 The estimated annual amounts of the Levy for the Subject Matter, for a period of 3

(three) years in advance is as set out in Part Four, Section E which Levies are

anticipated and estimated to and/or will increase at an approximate rate of 8%

(eight percent) per annum.

17.13 The basis upon which the Levy for the Unit is calculated is its Participation Quota in the

entire Scheme, including the Common Property.



17.14 The costs of any television, telephone, cleaning, electricity and maintenance of the Unit and/or the Parking Bay, the Additional Parking Bay, the Storage Area and the

Exclusive Use Areas, where applicable, as the case may be, are specifically excluded

from the Levies and will be for the Purchaser’s own account, unless otherwise

indicated in Part Four, Section K – Special Conditions.

17.15 The Levies are subject to increase on an annual basis, commencing with effect from

the first Calendar Day of March of each year.

17.16 In the event the Managing Agent budgets to perform additional services or to meet

additional costs over and above those contemplated herein and these costs result in

an increase in the Levy, then the Managing Agent will be entitled to recover from

and each Purchaser must and will be liable to pay, upon presentation of invoice, the

increased portion of the Levy relating to the additional amount thereof.



V : BREACH

18 DEFAULT & BREACH

18.1 In the event that either Party breaches any obligation under this Agreement (“the

Defaulting Party”), the other party (“the Aggrieved Party”) will be entitled to send a

Written Notice to the Defaulting Party calling on the Defaulting Party to rectify such

breach within 7 (seven) Calendar Days.

18.2 The Defaulting Party is and will be obliged to make good the breach to which the

said Notice relates within 7 (seven) Calendar Days of the receipt of the said Notice.

18.3 If and to the extent the Defaulting Party fails to comply with the said Notice, the

Aggrieved Party will, at any time, without prejudice to any other powers, rights and/or

remedies it may have in Law and/or this Agreement, be entitled, but not obliged, to:

18.3.1 call and/or claim for specific performance, plus damages; or

18.3.2 cancel this Agreement by giving the Defaulting Party Written Notice thereof.

18.4 In the event the Defaulting Party is the Purchaser,:

18.4.1 all monies paid by the Purchaser pursuant to or in terms of this Agreement will be

retained in the Conveyancer’s Trust Bank Account; and

18.4.2 the Purchaser will be obliged to pay the Seller such damages as may be agreed

to by and between the Parties or as determined by a court of competent

jurisdiction or arbitrator; and

18.4.3 the Conveyancer is hereby authorised and instructed to pay the Seller such

damages as may be agreed to by and between the Parties or as determined by

a court of competent jurisdiction or arbitrator from the proceeds of the Deposit

and/or other monies held by the Conveyancer in the Conveyancer’s Trust Bank

Account; and

18.4.4 the Purchaser and/or the Occupant, as the case may be, will be obliged, if such

Person has taken possession or Occupation of the Subject Matter, to forthwith

vacate the Subject Matter and place the Seller in possession thereof.

18.5 Should the Purchaser dispute the Seller's right to cancel this Agreement, then pending

the determination of that dispute, the Purchaser will be obliged to continue payment

of all amounts payable by him in terms of this Agreement, which will include Levies

and Occupational and/or other interest on the due dates thereof and the Seller will

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.

Failure to pay any of the aforesaid amounts will constitute a material breach of this

Agreement.

18.6 In addition to Clause 18.5, if the Purchaser, for any reason, fails, neglects, is unable and/or refuses to vacate the Subject Matter after cancellation, the Seller will, in

addition, be entitled to claim all damages flowing from such Occupation and/or

possession, including but not limited to:

18.6.1 the fair and reasonable costs of restoring the Subject Matter to the condition in

which it was as at and on the Occupation Date; and/or



18.6.2 damages for holding over from the date on which the Agreement was cancelled

to the date on which the Subject Matter is restored to the Seller; and

18.6.3 payment of an amount equivalent to all Levies, rates and taxes and service

charges and all other amounts which the Seller has had to pay during the

subsistence of the holding over;

18.6.4 any loss of profits arising out of any subsequent sale, including the delay thereof,

which the Seller may prove.

18.7 In the event the Seller instructs an attorney to take any action against the Purchaser

or an Occupant, the Purchaser will be liable for and must pay all such attorney's fees

and costs (including collection charges and advocate’s fees), on the scale as

between attorney and own client.

18.8 For purposes of clarity and notwithstanding any other Clause, to the extent the

Purchaser is an Occupier and is in Occupation of the Unit, it will not be necessary to

send any notice, letter, correspondence or court process, as the case may be, by

registered post or mail to the Purchaser’s chosen domicilium citandi et executandi, as

same can be hand delivered to the Unit, in which case it will be deemed to be

sufficient delivery for the purposes of this clause 18.

18.9 In the event the Defaulting Party is the Seller, the Purchaser will be entitled to:

18.9.1 call for or claim specific performance; or

18.9.2 cancel this Agreement and recover all payments made to the Seller in terms

hereof and to recover any damages it may prove.



VI : GENERAL

19 FORUM SELECTION

English language

19.1 The Parties select and elect the English language as the language of this Agreement

and by which they are to communicate with one another.

19.2 All notices issued pursuant to and/or in terms of this Agreement, as well as all legal

actions and court and/or other proceedings will be Written and conducted in the English language.

Choice of Law

19.3 This Agreement and the rights and obligations of the Parties will be governed by and

construed in accordance with the Laws of South Africa, save where there is a conflict

between the Laws of and as applied in the province of the Western Cape and any

other province, the Laws as applied in the province of the Western Cape will prevail.

Jurisdiction

19.4 The Parties irrevocably submit and consent to the exclusive jurisdiction of the Courts of

South Africa and, in particular, the Western Cape High Court, Cape Town (or its

successor in title), in respect of any claim (including any dispute or difference) arising out of and/or in connection with this Agreement.

Enforcement

19.5 For the purposes of enforcing any claim and/or order made:

19.5.1 by any arbitration award or an Independent Expert; and/or

19.5.2 by any competent court,

the Parties, to the extent necessary and applicable to give effect to the

aforementioned, hereby irrevocably submit to the non-exclusive jurisdiction of the

High Court of South Africa, Western Cape High Court, Cape Town, to apply for such

order to be enforced or claim payment, as the case may be.

20 NOTICES

20.1 The Parties choose as their contact or service addresses for all purposes under this

Agreement, whether in respect of court process, Notices or other documents or

communications of whatsoever nature, the addresses set out in Part Four, Sections A

or B, as the case may be, save, to the extent and where the Purchaser takes

Occupation of the Unit, the Unit will be and become his domicilium.

20.2 Any Notice or communication required or permitted to be given in terms of this

Agreement will be valid and effective only if in Writing and in English, and which will

include without limitation Notice by telefax or electronic-mail.

20.3 Either Party may by Notice to the other Party change the physical address chosen as

its service address vis-à-vis that Party to another physical address where postal

delivery occurs or its postal address or its telefax number or e-mail address, provided

that the change will only become effective:



20.3.1 if the notification is addressed to and is received by the addressee Party’s duly

authorised and designated representative; and

20.3.2 on the 10th (tenth) Business Day from the receipt of the Notice by the addressee.

20.4 Any Notice to a Party -

20.4.1 sent by prepaid registered post in a correctly addressed envelope to the

designated contact Person at an address chosen as its service address to which

post is delivered will be deemed to have been received on the 10th (tenth)

Business Day after posting (unless the contrary is proved); or

20.4.2 delivered by hand to the designated contact Person during ordinary Business

Hours at the physical address chosen as its service address will be deemed to

have been received on the Day of delivery; or

20.4.3 sent by telefax addressed to the designated contact Person to its chosen telefax

number, will be deemed to have been received on the date of despatch (unless the contrary is proved); or

20.4.4 sent by electronic mail to the designated contact Person to its chosen e-mail

address, will be deemed to have been received on the Business Day following

the date of transmission (unless the contrary is proved).

20.5 Notwithstanding anything to the contrary herein contained, a Written Notice or

communication actually received by a Party will be an adequate Written Notice or

communication to it notwithstanding that it was not sent to or delivered at its chosen

service address.

21 MISCELLANEOUS

VAT

21.1 Unless the context of the Clause concerned clearly indicates that the amount

concerned is inclusive of VAT, all amounts provided for in this Agreement will be

exclusive of VAT (if applicable) and any VAT chargeable in respect of matters giving

rise to such payments (or other consideration) will be added to such payment or

other consideration and paid in addition by the Purchaser.

21.2 All or any VAT arising from the supply of any goods and/or services by the Seller or the

Managing Agent to the Purchaser in terms of this Agreement will become due for

payment and will be paid by the Purchaser forthwith upon presentation of the

relevant VAT invoice in the form and containing the particulars prescribed by

Legislation, subject to the payment dates prescribed herein.

21.3 In the event that VAT is chargeable on any supply under this Agreement for a

consideration not consisting or not wholly consisting of money the Person to whom

the supply is made will pay such VAT to the Person by whom the supply is made on

the same date as such VAT would be payable if the consideration in relation to which

it is chargeable was a monetary consideration or if there is no such date within 10

(ten) Business Days of the date upon which the supplier of the services and/or goods

has served a Written demand on the Person to whom the supply is made in respect of

such VAT either consisting of or accompanied by a VAT invoice in the prescribed form

and manner.

21.4 Any dispute which may arise as to the liability for and/or payment of VAT or the

amount thereof will be referred to the Auditors for the time being (acting as



Independent Experts) for decision and their decision will be final and binding as

between the Parties and carried into effect.

Warranty of Authority

21.5 The representatives of the Parties, who act as Signatories herein, warrant their authority to Sign for and behalf of the Parties and bind the Parties accordingly.

Entire Agreement

21.6 This Agreement constitutes the complete and exclusive Written expression of the

terms of the agreement between the Parties and supersedes all prior or

contemporaneous proposals, oral or Written, understandings, representations,

conditions, warranties, covenants and all other communications between the Parties

relating to the subject matter of this Agreement, including brochures, marketing

and/or advertising material.

21.7 This Agreement may not in any way be explained or supplemented by a prior or

existing course of dealings between the Parties pursuant to this Agreement or

otherwise.

Variations, Waivers & Indulgences

21.8 No variation of, addition to, consensual cancellation of or waiver of any right arising in

terms of this Agreement (including this Clause) will be of any force or effect unless it is

reduced to Writing and Signed on behalf of or by the Parties' respective duly

authorised representatives.

21.9 No failure of any Party to exercise, and no delay by it in exercising, any right, power or

remedy in connection with this Agreement (each a “Right”) will operate as a waiver

of that Right, nor will any single or partial exercise of any Right preclude any other or

further exercise of that Right or the exercise of any other Right. The Rights provided in

this Agreement are cumulative and not exclusive of any other Rights (whether

provided by Law or otherwise). Any express waiver of any breach of this Agreement

will not be deemed to be a waiver of any subsequent breach. Likewise, one or more

waivers of any right, obligation or default will not be construed as a waiver of any

subsequent right, obligation or default.

21.10 Any liability to any Party under this Agreement may, in whole or in part, be released,

compounded or compromised or time or indulgence given by that Party in its

Discretion as regards any Party under such liability without in any way prejudicing or

affecting its rights against the other Party under the same or a like liability, whether

joint and several or otherwise.

Matters to be agreed

21.11 Where it is specified in this Agreement that certain matters are to be agreed between

the Parties, failure to reach agreement in respect of such matter will not affect the

validity and enforceability of the whole or any part of this Agreement unless otherwise

provided for.

Agreement Personal

21.12 This Agreement is personal to the Parties and whilst the Purchaser may not assign or

otherwise transfer his rights and obligations unless otherwise agreed to in Writing by

the Seller or specifically provided for elsewhere in this Agreement, the Seller may and

will be entitled, in its Discretion, at any time, to assign its rights and obligations herein

provided such assignment is to a party within the same group of companies.



Not a Partnership

21.13 Nothing in this Agreement will be deemed to constitute a partnership as between the

Parties, nor constitute any Party as an agent of the other Party for any purpose

whatsoever except as expressly provided for in this Agreement.

Conflict & Compliance with the Law

21.14 Insofar as any of the provisions contained in this Agreement are in conflict with any

Laws of South Africa for the time being in force, such provisions will be deemed to be

amended only to the extent necessary to comply with the provisions of such Laws.

21.15 The Purchaser has not found any Clause or provision of this Agreement to be unfair

and/or reasonable or against the spirit and import of the Consumer Protection Act.

21.16 No deeming and/or other provision in this Agreement will preclude the Purchaser

from exercising his rights in terms of sections 55 and 56 of the Consumer Protection Act

regarding implied warranties or quality and the remedies therein which are to be

exercised within 6 (six) months of Transfer of the Subject Matter to the Purchaser.

21.17 Each Party will ensure that it and its activities will, at all times, comply with the all

applicable Laws and the Legislation.

Severability

21.18 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a

court of competent jurisdiction or arbitrator, the validity, legality and enforceability of

the remaining provisions will in no way be affected or impaired thereby, and this

Agreement will be of full force and effect. Any provision in this Agreement which is or

may become illegal, invalid or unenforceable will be ineffective to the extent of such

prohibition or unenforceability and will be treated as pro non scripto (meaning as if

not Written) and severed from the balance of this Agreement, without invalidating

the remaining provisions of this Agreement or affecting the validity or enforceability of

such provision.

Enforcement Costs

21.19 Notwithstanding and in addition to any other provision herein contained, in the event

of any Party incurring any costs as between attorney or advocate and his own client in:

21.19.1 recovering and/or attempting to recover any amount due to it; and/or

21.19.2 having to enforce any of its rights under this Agreement (“the Compliant Party”), the

other Party (“the Non-compliant Party”) considers itself bound and agrees and

separately undertakes to pay the Compliant Party if it is found by the Court to be

successful in bringing such action and/or proceedings to recover the amount due and/or enforce its rights for the full amount of the costs thus incurred, including all

legal and professional fees (whether according to tariff or otherwise),

accommodation, travel and out of pocket expenses.

Time of the Essence

21.20 Time will be of the essence for all matters and/or issues arising out of and/or

contemplated or provided for in this Agreement, both as regards any dates, times

and periods mentioned and as regards any dates, times and periods that may be

substituted for them in accordance with this Agreement or by agreement in Writing

between the Parties.



Undertaking to give effect to the Agreement

21.21 The Parties will respectively cause all resolutions to be passed and undertake to Sign

all such other documents and do such other things as will be necessary or requisite to

give proper and due effect to the terms of this Agreement, or any other matter arising therefrom, according to its intent and purpose.

21.22 Each Party will at its own cost cause the necessary returns and information to be

forwarded to the applicable Responsible Authority having jurisdiction recording the

various consequences arising out of this Agreement as may specifically apply to that Party.

21.23 The Parties will, and will use their respective Best Endeavours to procure that any

necessary third parties will do, execute and perform all such further deeds,

documents, assurances, acts and things as any one of the Parties may reasonably

require to carry the provisions of this Agreement into full force and effect.

Contracts with other purchasers

21.24 Without detracting from the provisions of this Agreement, the Seller has and will have

the right, at any time in the future and from time to time, to enter into other similar or

modified contracts with other purchasers in its Discretion.

21.25 No other contract concluded with another purchaser which differs completely,

partially or essentially from this Agreement will be deemed to infringe upon this

Agreement, and the Purchaser will not be entitled to rely on novation, tacit consent

on the part of the Seller and/or any other Law entitling the Purchaser to amend this

Agreement.

Surety & Co-principal debtor

21.26 Should the Signatory Sign this Agreement for and on behalf of or for the benefit of a

Company, Close Corporation, Trust or other legal Person existing or to be

incorporated or formed, he will be personally liable as Purchaser for the proper

performance of all the terms and conditions herein set out, including as co-principal

Purchaser and if the said Company, Close Corporation, Trust or other legal Person is

not incorporated or formed and/or does not adopt and ratify unconditionally the

terms and conditions hereof within 90 (ninety) Calendar Days after the date on which

the Seller has signed this Agreement, namely, he will be personally liable to the Seller

as Purchaser.

21.27 Should the Signatory Sign this Agreement as Trustee for a Company not yet

incorporated or as Trustee for a Close Corporation or Trust not yet formed, he will be

personally liable as Purchaser for the proper performance of all the terms and

conditions hereof if the said Company, Close Corporation or Trust is not incorporated

or formed and does not adopt and ratify unconditionally the terms and conditions of

the Agreement within 90 (ninety) Calendar Days after the date on which the Seller

signs this Agreement.

21.28 In the event of the said Company, Close Corporation, Trust or other legal Person

being duly incorporated or formed and adopting and ratifying this Agreement

accordingly, then the Signatory by his Signature hereto, hereby interposes and binds

himself in favour of the Seller as surety for and co-principal debtor in solidum with such

Company or Close Corporation or Trustees of the Trust or other legal Person, as the

case may be, for the due and timeous performance by it of all its obligations as

Purchaser in terms hereof. The Signatory guarantees that such Company or Close

Corporation or Trustees of the Trust or other legal Person will comply with all its

obligations as Purchaser in terms of this Agreement and hereby indemnifies the Seller

against any damages that it may suffer as a result of the breach of any of the terms



of this Agreement by such Company, Close Corporation, Trustees of the Trust or other

legal Person, as the case may be.

21.29 The Signatory hereby, to the extent applicable, renounces all benefits arising from the following legal exceptions and privileges:

21.29.1 non causa debiti – the right of the surety to require that the creditor must prove

that there was a legal cause underlying the debt;

21.29.2 de errore calculi – the right of the surety to require that the creditor must prove that there was no error in calculation of the debt owed to it by the debtor;

21.29.3 revision of accounts – the right of the surety to require that the creditor must

prove that the accounts need not be debated;

21.29.4 no value received – the right of the surety to require that the creditor must prove

that the debtor had received value from the creditor;

21.29.5 beneficium de duobus vel pluribus reis debendi – the right of the surety to require

that the creditor should have recourse against one or more other Persons liable

for the same debt jointly with the surety and not proceed against the surety

alone;

21.29.6 beneficium divisionis – the right of the surety, where there is more than one surety

for the debtor's obligations, to require that the creditor must not sue the surety for

the full amount owing under the suretyship but only for a pro rata share of the

debt;

21.29.7 beneficium cedendarum actionum – the right of the surety to require that before

the creditor sues him, the creditor must first cede his right of action against the

debtor to the surety;

or any other exceptions which might legally be taken by him against any claims

made against him in his capacity as a surety as aforesaid, with the force and meaning whereof the said Signatory declares himself to be fully acquainted.

Counterparts

21.30 This Agreement may be executed in more than one counterpart, each of which will

be deemed to constitute an original, and will become effective when one or more

counterparts have been Signed by both of the Parties and such a counterpart (so

Signed) has been delivered to each of the Parties.

21.31 Any counterpart of this Agreement in facsimile form will be conclusive evidence of

the original Signature and will be as effective as the counterparts in original form

showing the original Signatures.

Cost of the Agreement

21.32 The Seller will be responsible for the legal costs of drafting, redrafting and preparing

this Agreement, together with sundry attendances incidental to the aforegoing.

21.33 The Purchaser will be responsible for his own legal costs in consulting an attorney,

professional or other adviser on and/or in respect of this Agreement.

Other Costs

21.34 The Purchaser will be responsible for and must and will pay the Seller, the

Conveyance and/or the Managing Agent, as the case may be, the costs incidental



to the implementation of this Agreement, including, the cost of managing the

Deposit, the Balance of the Purchase Price and interest thereon, the Deposit

Advantage Guarantee, if applicable, and compliance with FICA, POCA, the

Sectional Titles Act, the Sectional Titles Management Act the Act and the HDSFRP

Regulations.

Agent’s Commission

21.35 The Seller will pay the Sales Agent the Commission reflected in Part Four, Section H

within 5 (five) Business Days of payment by the Purchaser of the full Purchase Price. To

the extent the Purchaser fails to carry out his obligations in terms of this Agreement,

then the Seller will no longer be responsible to pay the Sales Agent any Commission.

21.36 Should the Purchaser fail to carry out his obligations in terms of this Agreement

resulting in the cancellation of the Agreement, the Purchaser will then be

responsible for and must and will pay the Sales Agent the Commission reflected

in Part Four, Section H within 5 (five) Business Days of being called upon, in Writing, by the Sales Agent to pay such Commission.

21.37 The Purchaser warrants that the Sales Agent is the only agent who introduced him to

the Scheme and was thus the effective a n d s o l e c a u s e o f t h e

t r a n s a c t i o n contemplated and provided for herein.

Documents to be Signed by the Purchaser

21.38 The Purchaser must and will, simultaneously with Signature of this Agreement, Sign the

Client Investment Mandate if and to the extent the Purchaser is not making use of the

Deposit Advantage Guarantee.

FICA Documentation

21.39 The Purchaser must and will, within 5 (five) Calendar Days of Signing this Agreement,

provide the Sales Agent or the Conveyancer with the FICA Documentation.

21.40 The Deposit and any additional funds paid by the Purchaser will and can only be

invested for the benefit of the Purchaser as from the date of compliance by the

Purchaser with the FICA Requirements.

21.41 It is the responsibility of the Purchaser to ascertain, from the Conveyancer, what

documentation the Conveyancer requires for the purposes of complying with FICA.

21.42 As the Conveyancer is designated as an "accountable institution" in terms of FICA,

certain obligations are placed on the Conveyancer in terms of FICA and POCA

which require that the Conveyancer report certain activities and the Purchaser

warrants that all information has been and will be fully disclosed to the Conveyancer.

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