Contract - BRG Gibson Auctions

TLT NI LLP
This is a formal document designed to creat
legal right and legal responsibilities. Take
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Contract
for the sale of the property known as
Site at Dromore Road, Caledon,
County Tyrone, BT68 4XS
(1)
The Mortgage Business plc
501B/JM18/053839/005422/McKenna(TLT)
Scottish Provident Building
7 Donegall Square West BT1 6JH
T +44 (0)28 9091 8490
www.TLTsolicitors.com
Memorandum of Sale
Property in sale
The property situate at and known as Site at Dromore
Road, Caledon, County Tyrone, BT68 4XS being part
of the lands comprised in folio TY 11178 County
Tyrone and shaded blue on the map attached.
Title to the property shall commence with Land
Certificate Folio TY 11178 County Tyrone
The Property is sold subject (a) to the burdens
mentioned above to which the Purchaser will raise not
objection or requisition and (b) to the within Conditions
Capacity in which the Vendor sells
Mortgage in Possession
Advance
Date expected
Institution
Agreed Price (for the premises)
£
this is exclusive of VAT
Deposit
£
Balance purchase money
£
Date of completion
14 Days from the Date of the Auction
Price of furnishings,
fittings or chattels
N/A
The Vendor agrees to sell and the Purchaser to buy the property in sale at the agreed price
Vendor
The Mortgage Business plc, Trinity Road, , HALIFAX,
HX1 2RG
Purchaser
Signed by the Purchaser
Witness
Date
Signed by the Vendor
Witness
Date
10760809.1
i
General Conditions of Sale
Law Society of Northern Ireland (3rd Edition 2nd Revision)
Important Notice
The contract shall comprise:•
Memorandum of Sale & General Conditions of Sale
•
Special Conditions (if any)
These General Conditions should not be altered or amended in any way by interlineations,
deletions, additions or otherwise. Any alterations or additions which may be necessary should
be made the subject of Special Conditions and inserted in the Special Conditions.
1
Definitions and notices
1.1
These Conditions may be cited as the Law Society of Northern Ireland's Conditions of
Sale (3rd Edition Revised) and references to 'the contract' shall mean any contract
incorporating all or any of these Conditions and shall extend to the 'Special Conditions'
which expression shall include the particulars of sale and any sale plan used in
connection with the contract. in case of any conflict between the terms of the Special
and General Conditions, the Special Conditions shall prevail. Headings shall not affect
the construction of these Conditions.
1.2
Any notice under the contract shall be effectively given if sent by facsimile transmission
or delivered either to the intended recipient or to his solicitors and respectively at his or
their last known address by the Royal Mail or the DX System. Where sent by the Royal
Mail or the DX System, the notice shall be deemed to have been received on the
second day after posting. The notice may be signed by the party giving same or his
Solicitors.
1.3
In these conditions where the context admits
(a)
expressions not otherwise defined have the same meanings as in the
Conveyancing Acts 1881 to 1911, the Land Registration Act (Northern
Ireland) 1970, and the Interpretation Act (Northern Ireland) 1954 and in the
interpretation of the contract the latter Act shall apply in the same manner
as in the interpretation of an enactment to which it is stated to apply.
(b)
'assurance' includes any disposition of land and 'mortgage' includes any
charge on registered land.
(c)
'Lease' and 'Landlord' have the meanings assigned to them respectively by
the Landlord and Tenant Act (Ireland) 1860 and 'Lease' includes a
perpetual interest as by the said Act defined and an underlease.
(d)
'purchase money' includes the price to be paid under the contract for
chattels, fixtures or fittings.
(e)
'Bank' shall mean a branch situated in Northern Ireland of any financial
institution recognised by the Bank of England as a Bank under the Banking
Act 1979.
(f)
'competent authority' shall include the Statutory Charges Registry, any
Government Ministry, Department or Agency any District Council, any other
authority or any body authorised by virtue of any statutory provision to
exercise or to procure the exercise of compulsory powers of purchase of
10760809.1
ii
land or powers restricting or modifying the manner of use of land or to
maintain any register in relation to land or to matters affecting occupiers of
land.
(g)
'Working days' shall exclude a Saturday, Sunday, Christmas Day, Good
Friday or a bank holiday under the Banking and Financial Dealings Act
1971.
(h)
reference to any legislation shall include any legislation by which it is
amended, modified or replaced.
2
Searches, statutory charges and enquiries
2.1
It shall be the duty of the Vendor to disclose to the Purchaser prior to completion
(a)
all matters of which he has or ought to have knowledge which are
registered with any competent authority pursuant to any statutory provision
(b)
all matters of which he has or ought to have knowledge which might
reasonably be expected to be disclosed as a result of searches or
enquiries made by or on behalf of a purchaser or which a prudent
purchaser ought to make of any such competent authority and which have
arisen or come into being at any time prior to the contract being formed and
subject to which the property is being sold. Provided that the duty of the
Vendor hereunder shall be satisfied by the disclosure to the Purchaser of
the searches or certificates referred to in Condition 2.3 and by clear replies
to any enquiries raised by or on behalf of the Purchaser prior to the
formation of the contract.
(a)
Failure on the part of the Vendor to comply with the provisions of Condition
2.1 shall be a ground for rescission of the contract by the Purchaser in
addition to any other remedy which may be available to the Purchaser.
(b)
In the event of any pre existing prejudicial fact or act being disclosed by
the Vendor or appearing on the searches or enquiries hereinbefore
referred to subsequent to the formation of the contract (as defined in
Condition 5 hereof) but prior to completion the Purchaser shall be entitled
to rescind the contract unless such fact or act shall be of such a nature as
not materially to affect either the value of the property or the enjoyment
thereof by the Purchaser.
2.2
2.3
The Vendor shall produce to the Purchaser prior and by way of condition precedent to
completion the following searches or certificates namely
(a)
a full and complete Property Certificate in the form prescribed and used
from time to time by the Department of the Environment for Northern
Ireland (or any successor thereto)
(b)
a local authority search in the form prescribed and used by the local
Authority for the area in which the property is situate
(c)
a statutory charges search against the property in sale
(d)
a hand search on the Index of Names in the Registry of Deeds against the
Vendor from the date of the Vendor's acquisition of the property to the time
of supplying the search or a folio search in relation to any relevant Land
Registry Folio or Folios in which the property in Sale may be comprised.
10760809.1
iii
(e)
Enforcement of Judgment Office search and bankruptcy search or, in the
case of a company, a Companies Office search against the vendor. Where
the Vendor is selling otherwise than as beneficial owner the required
searches shall be furnished against the last party to have acquired the
property for value.
2.4
In so far as the information required to be disclosed by Condition 2.1 shall be contained
or shall purport to be contained in any of the certificates or searches mentioned in
Condition 2.3 the Purchaser shall rely on the information contained in such certificate or
search and the Vendor shall be exonerated from liability in respect of any statement or
representation made by him either before or after the date of the contract or in the
contract itself in respect of the matters covered by any of the said certificates or
searches notwithstanding that any such statement or representation shall be
incomplete or inaccurate provided always that such statement or representation shall
have been honestly made.
2.5
Without prejudice to the provisions of Condition 2.2 the Purchaser shall at his own
expense comply with any requirement, notice or order made by any competent
authority (whether made before or after the formation of the contract) and indemnify the
Vendor in respect of any liability thereunder, and if on any default of the Purchaser in
compliance therewith the Vendor shall incur any expenditure in respect thereof the
Purchaser shall repay the same to the Vendor on or before completion of the sale with
interest at the rate applicable under Condition 16 from the date of expenditure until
repayment.
2.6
In order to comply with Condition 2.2, 2.3 and 2.4 the certificate or search referred to in
Condition 2.3 (a),(b) or (c) shall bear date not more than 6 calendar months prior to the
date of completion fixed in the contract.
3
Vacant possession and tenancies
3.1
Unless the Special Conditions otherwise provide the property is sold with vacant
possession on completion.
3.2
Where the property is sold subject to any lease or tenancy the Vendor Shall furnish to
the Purchaser or his solicitors a copy of any lease or agreement in writing, or where not
in writing such evidence of the nature and terms of the tenancy as the Vendor may be
able to supply, together with copies of any notices in the Vendor's possession served
by or upon the lessee or tenant.
3.3
Save as aforesaid the Vendor shall state the amount of the legally recoverable rent and
other terms of the tenancy and the Purchaser shall be entitled, in the absence of
knowledge or notice to the contrary, to rely on the accuracy of such statement.
4
Easements, reservations, rights, liabilities and covenants
4.1
Save for the matters subject to which the property is sold by virtue of Condition 2 or the
Special Conditions, the Vendor shall disclose, before the formation of the contract, the
existence of all easements, rights, privileges and liabilities (without prejudice to the
generality of the forgoing including all rights of way and rights of drainage) other than
those apparent on inspection of the property which are known by the Vendor to affect
the property or which the Vendor has reason to suppose are likely to affect it.
4.2
Without prejudice to the foregoing:
(a)
10760809.1
the Purchaser shall buy with full notice of the actual state and condition of
the property and shall take it as it stands, save where it is to be constructed
or converted by the Vendor;
iv
(b)
the property is sold, and will if the Vendor so requires be conveyed, subject
to all rights of way, water, light, drainage and other easements. rights,
privileges and liabilities affecting it, and
(c)
where all or any part of the property adjoins or is near to any other land of
the Vendor the Purchaser shall not acquire any rights or easement
thereover which would restrict the free use of the Vendor's other land for
building or any other purpose whatsoever and the assurance shall so
provide and, if disclosed prior to the making of the contract or apparent on
inspection. the assurance shall also contain reservations and provisions
reserving to the Vendor easements and rights equivalent to any existing
quasi easements and quasi rights over the property sold;
(d)
where the property is subject to any matter contained in any deed or
document, a copy or abstract of which has been submitted to the
Purchaser prior to the date of contract, which matter would but for this
provision be void against a Purchaser for value in the absence of
registration, the Purchaser shall indemnify the Vendor against all claims,
demands and liability howsoever arising in respect thereof.
4.3
Notwithstanding anything hereinbefore contained if the property is sold subject to
restrictive covenants the Purchaser shall be deemed to have purchased with full
knowledge thereof.
5
Formation of contract and deposit
5.1
The contract (other than in a sale by auction) shall be formed upon receipt by the
Purchaser or his solicitor of a copy of the Purchaser's offer as accepted by the Vendor
(or on his behalf). The Purchaser or his solicitor shall be deemed to have received
such copy at the latest
(a)
by the close of business on the second working day after dispatch of the
same by the Vendor's Solicitor through the Royal Mail, through the DX
System or after delivery of same to the Purchaser's solicitors box at the
Law Society of Northern Ireland;
(b)
on completion of an effective facsimile transmission; or
(c)
upon delivery if the same is delivered by hand.
5.2
Upon the formation of the contract the Purchaser shall within 5 working days pay such
deposit as may have been agreed to the solicitor for the Vendor who shall hold the
same as agent for the Vendor.
5.3
In the event of the deposit not being paid as provided for in Condition 5.2 the Vendor
shall be entitled either to rescind the contract upon giving 5 working days notice in
writing to the Purchasers solicitor unless payment shall be made within that time, time
to be of the essence, or to claim interest at the rate provided for in condition 16.1 (a)
hereof on the deposit or such part thereof as may be outstanding from the date of non
payment until the date of payment or, if it be later, the date of the actual completion.
The Vendors right to recover interest under this condition shall exist even though the
contract may be subject to a condition which remains unsatisfied. Such interest shall
form part of the purchase monies due on completion and Condition 16 shall apply and
be interpreted accordingly.
6
Risk
6.1
The Vendor shall on completion, transfer the property in the same physical state as it
was at the date of the contract (fair wear and tear excepted) and shall retain the risk
until completion.
10760809.1
v
6.2
If the property suffers any damage between the time of formation of the contract and
actual completion which makes the property unusable for its purpose as at the
formation of the contract
(a)
the Purchaser may rescind the contract, in which event the provisions of
Condition 18.2 shall apply, or alternatively, the Purchaser may affirm the
contract, in which case the Purchaser's right to compensation shall be
confined to the cost of making good the damage to the property; or
(b)
the Vendor may rescind the contract where the property has become
unusable for its purpose as at the date of the contract as a result of
damage for which the Vendor could not reasonably have insured or for
which compensation is not available from the Crown or any competent
authority or where the Vendor is prohibited by a legal duty or restriction
from making good the said damage.
6.3
The Vendor is under no obligation to the Purchaser to insure the property.
6.4
Where a breach of Condition 6.1 has occurred which is not sufficient to entitle the
Purchaser to rescind, the Purchaser shall be entitled to compensation from the Vendor
in the amount required to remedy the damage.
6.5
Where the Purchaser is entitled to compensation from the Vendor in accordance with
this clause he shall notify the Vendor of the circumstances of the claim within 10
working days of the actual completion.
7
Delivery of title
7.1
Within 5 working days of the formation of the contract there shall be delivered to the
Purchaser or his solicitors the title to the property sold or copies thereof, if this has not
already been done and, as soon as practicable, the Searches and Certificates referred
to in Condition 2.
7.2
If a document of title refers to any plan material to the description of the property, or to
any covenants contained in a document earlier in date than the document with which
the title commences, and such plan or earlier document or a copy thereof is in the
possession of the Vendor or his trustees or mortgagee, the Vendor shall supply a copy
thereof with the title, provided always that nothing herein or done on foot hereof shall
operate as a waiver of the benefit of any stipulation as to the root of title.
7.3
The Vendor shall not be required to procure the production of any document not in his
possession or not in the possession of his mortgagee or trustees and of which the
Vendor cannot reasonably obtain production nor to trace or state who has the
possession of the same.
7.4
The Vendor shall produce to the purchaser an uncertified copy Land Registry map in
respect of titles registered in the Land Registry or, in the case of unregistered lands, an
ACE map or a map otherwise based on Ordnance Survey standards suitable for an
application to the Land Registry for first compulsory registration.
8
Title and tenure
8.1
Subject to the proviso to Condition 8.2 no title to the property prior to the date of the
document specified in the Special Conditions as the commencement of the title to the
property, or if there are no Special Conditions in that behalf, prior to the date implied for
the commencement of such title, shall be called for or required and no objection,
requisition, or enquiry will be entertained or allowed in respect of any title prior to said
date no matter how the information suggesting the same shall have come to the notice
of the Purchaser and the deed or document mentioned in the Special Conditions as the
10760809.1
vi
root of title shall be conclusively admitted as a good root of title to the property for the
purposes of the present sale.
8.2
Where the property is held under a Fee Farm Grant or Lease the right and title of the
Grantor or Lessor to make same shall be admitted and no investigation of any prior or
superior title shall be permitted, nor shall any objection be made by reason of the said
Fee Farm Grant or Lease being a Sub Fee Farm Grant or Sub Lease, or by reason of
the property being held with other property subject to any other or greater head rent
than that reserved by the said Fee Farm Grant or Lease; provided always that, save
where registered with a good Fee Farm Grant title or a good Leasehold title. where the
property is held under a Fee Farm Grant or Lease for a perpetual interest or a term of
more than 21 years and said Grant or Lease shall have been made or executed within
12 years prior to the present sale, the Vendor shall deduce title to the Landlord's estate
or interest for the space of 12 years prior to the date of said Grant or Lease.
8.3
Where the property is held under a Fee Farm Grant or a Lease the following provisions
of this Condition shall apply:
8.4
(a)
The Fee Farm Grant or Lease or copies thereof having been made
available, the Purchaser (whether he has inspected the same or not) shall
be deemed to have bought with full notice of the contents thereof and the
property is sold subject to the rent reserved by the Fee Farm Grant or
Lease and to the covenants, conditions and agreements therein and in all
superior Fee Farm Grants or Leases (if any) so far as same relate to the
property;
(b)
the production of the receipt for rent last accrued due prior to the
completion date or of a statutory declaration by the Vendor that the rent
reserved by the Lease or Fee Farm Grant has not been collected by the
person entitled thereto for a period of not less than 6 years nor has that
person demanded such rent for such period shall be conclusive evidence
that all the covenants, conditions and agreements contained in said Fee
Farm Grant or Lease and in every superior Grant or Lease (if any) have
been complied with or that any breaches thereof (including breaches of a
continuing nature) have been effectively waived up to the date of actual
completion;
(c)
on production of a receipt for the last payment due for rent under the Fee
Farm Grant or Lease the Purchaser shall assume without proof that the
person giving the receipt though not the original Grantor or Lessor is the
Landlord or his duly authorised agent;
(d)
the sale is subject to any necessary consent to convey or assign being
obtained. The costs of obtaining such consent shall be paid by the Vendor,
but if the consent is not obtained prior to the date for completion either
party may by notice in writing to the other rescind the contract and
thereupon the provisions of Condition 18.2 shall apply.
Where the property is held subject to any perpetual or terminable rent charge or rent,
but such rent charge or rent is wholly or partially charged on other lands and the
property being sold has been indemnified against such rent charge or rent or part
thereof, then:
(a)
no objection shall be made on account of the existence of the said rant
charge or rent, or of any covenants, conditions or agreements in the
instrument creating the same or for enforcing the same;
(b)
no further indemnity shall be required by the Purchaser beyond the
assignment of the benefit of any indemnity to which the Vendor may be
entitled;
10760809.1
vii
(c)
8.5
the Purchaser shall assume that such rent or rent charge has been duly
paid, and all covenants, conditions and agreements created by the
instrument creating the same have been performed and observed, or any
breaches thereof waived.
Where any property is to be assigned, or sub demised, subject to an apportioned rent
mentioned in the contract, the Purchaser shall accept the assignment or underlease at
or subject to the apportioned rent and in the case of an assignment shall not require the
consent of the Landlord to be obtained, or the rent to be otherwise legally apportioned.
8.6
8.6.1
Where the title to the property is registered in the Land Registry, the
property is sold subject to each and every burden which by virtue of
Schedule 5 of the Land Registration Act (Northern Ireland) 1970 affect the
land and to such Schedule 6 burdens of the kinds mentioned at paragraphs
2, 6, 11, 12, 15 and 16 of Part I of that Schedule as may be registered as
affecting the land, and also subject to all the exceptions, reservations,
burdens, qualifications, notes and restrictions in the relevant Folio
appearing.
8.6.2
The evidence of the Registered Title shall consist of the following:
(i)
the relevant Land Certificate(s)
(ii)
where appropriate, the original or an office copy of the Registered
Fee Farm Grant or Lease
(iii)
Where appropriate an affidavit (or certificate)
(a)
to reclassify the title as absolute
(b)
to confirm that the Vendor or his predecessor in title
has complied with all matters set out in the Certificate
pursuant to which he has become registered as owner
(i)
Such further evidence as may be required to establish the
Vendor's title to dispose of the property by virtue of Section 33 of
the 1970 Act.
(ii)
Such affidavits or certificates as to execution of documents as may
be required by the Registrar pursuant to rules made pursuant to
the 1970 Act
(iii)
An official uncertified copy of the Land Registry Map of the lands
comprised in the Folio(s) on which the property is registered.
(iv)
Where part only of a folio is being sold a map suitable for
registration purposes.
8.6.3
Save in so far as provided by the Special Conditions the Purchaser shall
not be at liberty to call for the removal from or cancellation on the Register
of any of the burdens, qualifications, notes or restrictions referred to in
Condition 8.6.1.
8.6.4
Unless the certificate is deposited at the Registry the Vendor shall deliver
the land certificate and/or the charge certificate as the case may require to
the Purchaser on completion of the purchase, or, if only a part of the land
comprised in the certificate is dealt with, or only a derivative estate is
created, he shall, at his own expense, produce or procure the production of
the certificate in accordance with the statutory provisions for the completion
of the Purchaser's registration. Where the certificate has been lost or
10760809.1
viii
destroyed the Vendor shall pay the costs of the proceedings required to
enable the Registrar to proceed to such completion without it.
8.7
Any statutory covenant to be implied in an assurance by the Vendor conveying as
beneficial owner shall be so limited as not to affect him with liability for a subsisting
breach of any covenant or condition concerning the state or condition whereof the
Purchaser is by Condition 4.2 deemed to have full notice.
9
Mortgages
9.1
Except to the extent that the Purchaser elects to redeem the Vendor's mortgage
pursuant to Clause 15.6, the Vendor shall be obliged to ensure that any mortgages or
charges subsisting at completion are vacated and discharged.
9.2
Where the title includes a mortgage in favour of a Bank, Building or Friendly Society or
a society registered under the Industrial and Provident Societies Acts, or any trustees
or other persons on behalf of such a society, no evidence shall be required in relation to
the rules, constitution or incorporation of the society and the Purchaser shall assume
that any receipt given on the discharge of every such mortgage and purporting to be
executed in the manner required by the statutory provisions relating to the society was
duly executed by all proper persons and is valid and effectual.
10
Requisitions
10.1
No later than 10 working days before completion or within 10 working days after the
date of the contract if later, the Purchaser shall send to the Vendor's solicitors a
statement in writing of all objections and requisitions, if any, to or on
(a)
the title or evidence of title,
(b)
the said documents, and
(c)
the contract, as regards matters not thereby specifically provided for.
10.2
Replies to all such objections or requisitions shall be made within 5 working days of
receipt thereof and subject thereto, the title shall be deemed to be accepted.
10.3
All objections and requisitions not included in any statement sent within the time
aforesaid and not going to the root of the title shall be deemed to have been waived.
10.4
The said documents, though in fact imperfect or incomplete, shall be deemed to be
perfect and complete, except for the purpose of any objections or requisitions which
could not have been taken or made on the information therein contained. For the
purposes of the foregoing stipulation where a document, or a copy thereof, refers
whether by recital or otherwise to a missing or imperfect document, or copy, then it
shall be deemed to contain the information on which an objection or requisition could
have been taken or made concerning such missing or imperfect document or copy.
10.5
Any challenge to the replies to any objections or requisitions shall be in writing and
made within 5 working days after the day of delivery thereof.
11
Preparation of assurance
11.1.1
10760809.1
Save where the sale is by way of grant of Lease conveyance or transfer a
draft of which is attached to the Contract, the draft assurance prepared by
or on behalf of the Purchaser shall be delivered at the office of the
Vendor's solicitors at least 10 working days before the date fixed for
completion and the engrossment (first executed by the Purchaser, where
requisite) delivered within 5 working days after return of the approved draft
ix
and delivery of the draft or engrossment shall not prejudice any outstanding
requisition.
11.1.2
Where the sale is by way of Lease or Fee Farm Grant the Lease or Fee
Farm Grant and a counterpart thereof (and where registration in the Land
Registry is required, two counterparts thereof) shall be in accordance (as
nearly as the circumstances admit) with the form of draft Lease or draft Fee
Farm Grant (if any) and map annexed to the contract or otherwise
sufficiently identified by the signatures of the parties or their Solicitors, and
the engrossments thereof shall be prepared by the Vendor's solicitors and
on completion shall be stamped and registered by and at the expense of
the Purchaser.
11.2
The Purchaser shall in the assurance covenant to indemnify the Vendor and his estate
(and any estate of which he is personal representative or trustee) against all actions,
claims and liability far any breach of any covenant, stipulation or provision subject to
which the property is expressed to be sold where the Vendor or any such estate would
remain liable after assurance.
11.3
Where a document is retained in the possession of a mortgagee, trustee or personal
representative, the Purchaser shall accept an acknowledgement of his right of
production and delivery of copies from the person in possession thereof, without any
undertaking for safe custody from him or any other person, save that if a mortgagor
who is not in a fiduciary position Concurs in a conveyance he shall, if so required,
covenant that if and when he receives the document he will, at the cost of a person
requiring it, give an undertaking for safe custody.
11.4
The Vendor shall demise or convey the property to the Purchaser named in the
contract or such ether person as the Purchaser may nominate but shall not be required
to demise or convey the property in more than one lot, nor at a price other than the
contractual price nor at a price divided between different parts of the property.
11.5
The execution of any assurance by the Vendor or other necessary party shall be
witnessed either by a solicitor or two other independent persons. In case of a body
corporate the application of its seal shall be witnessed by two office holders or persons
lawfully authorised.
11.6
The Vendor warrants that on completion by himself and all other necessary parties the
purchaser shall receive the assurance to the Purchaser duly executed.
12
Identity and boundaries
12.1
The Vendor shall identify and describe the property with sufficient accuracy as to
measurements and quantities to inform the Purchaser of what the Vendor is proposing
to sell. Such identification or description may, at the option of the Vendor, be evidenced
by the documents of title or by a map or plan.
12.2
Where the Vendor chooses to furnish the said identification or description by way of a
map or plan it shall be prepared and provided at the Vendor's expense. The map or
plan shall be of such a nature and of such a scale as to be acceptable, where
applicable, to the Land Registry and in any event to enable the boundaries,
measurements, area and precise location of the property to be accurately discerned.
12.3
If the Purchaser shall require a statutory declaration whether by the Vendor or
otherwise that the property as identified by the Vendor in accordance with Conditions
12.1 and 12.2 has been held and enjoyed for at least 12 years in accordance with the
title shown that declaration shall be prepared by the Vendor, approved by the
Purchaser and provided at the expense of the Vendor.
13
Misdescription and compensation
10760809.1
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13.1
Measurements and quantities, if substantially correct, shall not be the subject of
compensation, nor shall any compensation be payable in respect of any mistake in a
sale plan furnished for the purpose of identity; but, where an incorrect statement, error
or emission, whether as to measurements, quantities or otherwise, materially affects
the description of the property, nothing in this paragraph shall prevent the payment or
allowance of compensation under the next paragraph.
13.2
Subject as aforesaid, any such error, omission or mis statement in the contract or in
replies to any enquiry oral or written made with respect to the property in the course of
the negotiations leading to the contract (whether or not it materially affects the
description of the property) shall not annul the sale, nor entitle the Purchaser to be
discharged from his purchase but shall entitle the Purchaser or the Vendor as the case
may require, to compensation; provided that the Purchaser shall not be entitled to such
compensation in respect of any matter of which he is deemed to have notice under
Condition 3.3 or 4.2 where applicable.
13.3
If any dispute arises between the parties as to the amount of such compensation, it
shall, in default of any successful mediation under Condition 23, be settled by an
independent expert agreed by the parties or, in default of such agreement, nominated
by the President of the Law Society of Northern Ireland. The decision of such
independent expert shall be final and binding on the parties and the fees of such expert
shall be borne equally by the parties unless the expert otherwise directs.
13.4
Nothing in these Conditions shall
(a)
entitle the Vendor to compel the Purchaser to accept or the Purchaser to
compel the Vendor to assure (with or without compensation) property
which differs substantially from the property agreed to be sold and
purchased, whether in quantity, quality, tenure or otherwise, if the
Purchaser or the Vendor respectively would be prejudiced by reason of
such difference, or
(b)
affect the right of the Purchaser to rescind or repudiate the contract where
compensation for a claim attributable to a material error, omission or mis
statement cannot be assessed.
14
Possession before completion
14.1
If the Purchaser (not already being in occupation as lessee or tenant at a rent) is let into
occupation of the property before the completion date then, as from the date of his
going into occupation and until actual completion, or until rescission of the contract he
ceases to occupy the property, the Purchaser shall:
(a)
be the licensee/caretaker and not the tenant of the Vendor;
(b)
pay interest on the balance purchase money at the rate prescribed by
Condition 16.1;
(c)
keep the property in as good repair and condition as it was in when he
went into occupation;
(d)
pay. or otherwise indemnify the Vendor against, all outgoings and
expenses (including the cost of insurance) in respect of the property, the
Purchaser at the same time taking or being credited with the income of the
properly (if any); and
(e)
not carry out any development within the meaning of the Planning
(Northern Ireland) Orders.
10760809.1
xi
14.2
Upon rescission of the contract, or upon the expiration of not less than 5 working days
notice given by the Vendor to the Purchaser, the Purchaser shall forthwith give up the
property in such repair or condition as aforesaid.
14.3
A Purchaser going into occupation before the completion date shall be deemed thereby
to have accepted the Vendor's title.
14.4
Where the Purchaser is allowed access to the property for the purpose only of carrying
out work or installations, the Purchaser shall not be treated as being let into occupation
within the meaning of this condition.
15
Completion and apportionment
15.1
The date for completion shall be stated in the Special Conditions but if not so stated
shall be the first working day after the expiration of four weeks from the date of the
contract, and completion shall, in default of prior agreement take place at the office of
the Vendor's Solicitors, or, if required by the Vendor, at the office of the solicitors for the
Vendor's mortgagee.
15.2
Ground rent will be paid by the Vendor to the gale day immediately preceding the date
for completion except where such date is a gale day when ground rent as opposed to
rack rent will be paid by the Vendor to such date and no apportionment of ground rent
shall be made.
15.3
15.4
15.3.1
The Vendor shall produce to the Purchaser an up to date receipt for any
rent paid.
15.3.2
The Vendor will discharge the rates due up to the date for completion.
Apportionment of income and outgoings (other than ground rent) of the property shall
be made as follows:
(a)
Where the property is sold with entire vacant possession but with the
benefit of sub rents or where the Purchaser is in possession of the entire
property under a tenancy at a rent, apportionment shall be made of the
rental income as at the date of actual completion (that day itself to be
apportioned to the Vendor).
(b)
In any case not expressly provided for in this Condition or in Conditions 14
or 16 apportionment shall be made as at the date for completion.
15.5
Completion shall be by cheque drawn on the Purchaser's Solicitors' client account for
the amount required.
15.6
Where the Vendor has to discharge a mortgage or other charge and if the Purchaser
has so required in writing prior to 5 working days before the date for completion the
vendor shall produce a completion statement in which he shall state the amount due to
redeem it and the Purchaser shall be entitled to make payment of such part of the
balance purchase money payable directly to the mortgagee by cheque or telegraphic
transfer or as in Condition 15.5
15.7
Where the Purchaser's Solicitor requires any undertaking relating to completion from
the Vendor's Solicitor(a)
10760809.1
any such undertaking (other than the undertakings contained in the
completion letter recommended in the Home Charter Scheme) shall be
void unless same has been received by the Vendor's Solicitor not less than
three working days prior to the date for completion.
xii
15.8
(b)
where condition 15.7 is not adhered to, any provision in the completion
letter to the effect that encashment of the purchase monies is deemed
acceptance of the undertakings contained in that letter is also void, save so
far as the undertakings contained in the completion letter recommended
under the Home Charter Scheme are concerned.
(c)
The Purchaser's Solicitor acknowledges that the Vendor's Solicitor has the
benefit of this Clause.
(d)
Notwithstanding the generality of the foregoing the Vendor's Solicitor and
Purchaser's Solicitor may waive the terms of this Clause by express
agreement.
Where Value Added Tax is due to be paid on the consideration.
(a)
the Vendor shall supply on completion a VAT Invoice showing the Vendor's
VAT Registration Number and any other details required from time to time
by law.
(b)
the Purchaser shall upon receipt of the VAT Invoice or on the date of
completion, whichever is the later, pay to the Vendor or his solicitor the
appropriate amount of VAT;
(c)
the Vendor shall provide to the Purchaser a VAT receipt for the amount so
paid;
(d)
interest at the rate provided for in Condition 16.1 (a) shall run on any Value
Added Tax outstanding from the date of completion or from the date of
supply of delivery of the VAT Invoice (whichever shall be later).
15.9
Any sum agreed to be paid for the purchase of furnishings fittings or other chattels
shall, in the absence of specific agreement to the contrary, be deemed to form part of
the balance purchase money, to be payable on completion and to be subject to these
conditions in the same manner as the remainder of the balance purchase money
including, but without prejudice to the generality of the foregoing, the conditions relating
to the payment of interest.
16
Interest on purchase money
16.1
If the sale shall not have been completed on or before the date fixed for completion
then
16.2
(a)
if the sale is with entire vacant possession the Purchaser shall pay interest
at the rate specified in the Special Conditions or if none interest at the rate
of 6% above the UK clearing bank base lending rate as fixed from time to
time by the Bank of England and in force at the date of the contract on the
amount of the purchase money (less any deposit paid) from and including
the date fixed for completion until the day of actual completion of the sale
but excluding that day and interest under Condition 14 shall not be payable
for any period in respect of which interest is paid under Condition 16.
(b)
if the sale is subject to any tenancy or tenancies of the whole or any part of
the property, the Purchaser shall pay interest at the same rate and for the
same period as specified in the last preceding sub clause, save that the
Vendor shall have the right notwithstanding Condition 15.4(b) to take the
rents and profits less the outgoings of the whole property for the same
period instead of the said interest.
The Purchaser shall not be liable to interest under Condition 16.1 if and so long as
delay in completion is attributable to the Vendor's default.
10760809.1
xiii
16.3
If delay in completion shall arise otherwise than by reason of the Purchaser's default
and the Purchaser shall at his risk place the purchase money, less any deposit paid
under the contract, on a deposit account in a Bank or Building Society and forthwith
give notice thereof to the Vendor, then from the date of such deposit in a Bank or
Building Society the Vendor shall not be entitled to exercise the alternative right to rents
conferred by Condition 16.1 (b) and shall for such period as the Purchaser is not in
default accept such interest as is actually produced from such Bank or Building Society
deposit in lieu of interest under Condition 16.1.
16.4
If the sale of property sold with entire vacant possession shall be completed after the
date for completion and delay in completion is attributable to the default of the Vendor
and he retains or withholds physical possession, the Purchaser may, in lieu of his rights
at law or in equity, require the Vendor to pay or allow to him on actual completion the
equivalent of a fair rent (at a rate calculated as an annual sum equal to the rateable
valuation of the property at the date of the contract) for such period as delay in
completion shall have been due to the default of the Vendor.
17
Sale of part of unregistered land
Where part only of the lands on a title is being sold the Purchaser will supply free to the
Vendor a counterpart or photocopy of the registered assurance.
18
Rescission
18.1
If the Purchaser takes or makes any objection or requisition as to title, assurance or
otherwise which the Vendor is unable or, on the ground of unreasonable expense or
other reasonable ground, unwilling to remove or comply with and does not withdraw the
same within 10 working days after being required in writing so to do, the Vendor may
rescind the contract by notice in writing served on the Purchaser, notwithstanding any
intermediate negotiation or litigation.
18.2
If the contract is rescinded under Conditions 2.2, 6.2, 8.3(d), or 18.1 or 21.2(b) the
Vendor shall repay to the Purchaser the deposit and any money paid on account of the
purchase price but without interest and the Purchaser shall return all papers in his
possession belonging to the Vendor and at the expense of the Vendor procure the
cancellation of any entry relating to the contract in any register but shall otherwise have
no claim against the Vendor.
19
Notices to complete and remedies on default
19.1
This Condition shall apply in every case except where the Special Conditions provide
that time is to be of the essence of the contract in respect of the date for completion.
19.2
If the sale shall not be completed on the date for completion either party may on that
date or at any time thereafter (unless the contract shall first have been rescinded or
become void) give to the other party notice in writing to complete the transaction in
accordance with this Condition but such notice shall only be effective if the party giving
the same at the time the notice is sent is either ready. able and willing to complete or is
not so ready, able and willing by reason of the default or omission of the other patty to
the contract.
19.3
Upon service of an effective notice pursuant to the preceding condition it shall be an
express term of the contract that the party to whom the notice is given shall complete
the transaction within 5 working days after the day of service of the notice (excluding
the day of service) and in respect of such period time shall be of the essence of the
contract but without prejudice to any intermediate right of rescission by either party.
19.4
If the Purchaser does not comply with the terms of an effective notice served by the
Vendor under this Condition then
10760809.1
xiv
(a)
the Purchaser shall forthwith on the expiry of that notice, or within such
further period as the Vendor may allow, return all papers in his possession
belonging to the Vendor and at his own expense procure the cancellation
of any entry relating to the contract in any register, and
(b)
without prejudice to any other rights or remedies available to him at law or
in equity. the Vendor may
(c)
19.5
(i)
forfeit and retain for his own benefit the deposit paid by the
Purchaser, and
(ii)
resell the property whether by auction or by private treaty without
previously tendering an assurance to the Purchaser.
(iii)
Recover by action at law any deposit contracted to be paid by the
Purchaser but not paid at the time of service of the notice.
If on any such re sale contracted within one year from the date for
completion the Vendor incurs a loss, the Purchaser shall pay to the Vendor
as liquidated damages the amount of such loss, which shall include all
costs and expenses reasonably incurred in any such re sale or any
attempted re sale, subject to the Vendor giving credit for any deposit and
any money paid on account of the purchase price, but any surplus money
shall be retained by the Vendor.
If the Vendor does not comply with the terms of an effective notice served by the
Purchaser under this Condition, then the Purchaser may elect either
(a)
to enforce against the Vendor without any further or other notice under the
contract such rights and remedies as may be available to the Purchaser at
law or in equity. or
(b)
without prejudice to any right of the Purchaser to damages, to give notice in
writing to the Vendor forthwith to repay 10 the purchaser any deposit and
any money paid on account of the purchase price, but on compliance with
that notice the Purchaser shall no longer be entitled to any right to specific
performance of the contract and shall return forthwith all papers in his
possession belonging to the Vendor, and at the expense of the Vendor
procure the cancellation of any entry relating to the contract in any register.
19.6
The party serving a notice under this Condition may at the request or with the consent
of the other party extend the term of the notice for one or more specifically stated
periods of time and thereupon the term of the notice shall be deemed to expire on the
last day of such extended period or periods, and the notice shall operate as though this
Condition stipulated such extended period of notice in lieu of 5 working days, and time
shall be of the essence of the contract accordingly.
20
Conditions applicable to auctions
20.1
In a sale by auction:
(a)
the auctioneer may refuse to accept a bid,
(b)
the highest accepted bidder shall be the Purchaser,
(c)
the Vendor reserves the following rights:
10760809.1
(i)
to divide the property into lots and sub divide, rearrange or
consolidate any lots,
(ii)
to bid up to any reserved price, by himself or his agent,
xv
(iii)
without disclosing a reserved price, to withdraw from the sale any
property or lot at any time before it has been sold, whether or not
the sale has commenced.
(d)
unless otherwise provided in the contract the sale is subject to a reserved
price for the property and, when the property is sold in lots, for each lot,
(e)
if any dispute arises as to any bid, the auctioneer shall forthwith (at his
option) either determine the dispute or again put up the property or lot in
dispute at the last undisputed bid,
(f)
the Purchaser shall forthwith sign the contract and immediately pay to the
Vendor or to the Vendors agent a deposit of 10 per centum of the purchase
monies and if the Purchaser shall fail to pay such deposit the contract shall
not be formed.
20.2
The Vendor shall at the time of the auction provide for inspection the searches and
certificates set out in Condition 2.3.
20.3
These Conditions may be inspected prior to the auction at the place of sale and at the
time of the sale, but they will not then be read, and the Purchaser shall be deemed to
have knowledge of the Conditions and of all the terms thereof and shall be deemed to
bid on such terms, whether he shall have inspected the Conditions or not.
21
Loans
21.1
Where the Purchaser requires an advance from any financial institution to assist him
with the purchase he shall state in that part of the memorandum designated for the
purpose or otherwise in the body of the contract
21.2
(a)
the amount of the advance required
(b)
the identity of the financial institution to which application for such advance
has been made and
(c)
the date by which an offer of advance is expected.
The following conditions shall apply namely;
(a)
The Purchaser shall be deemed to warrant that he has already applied for
an advance of the required sum and that he has furnished or will furnish to
the financial institution any information which it may require to enable it to
deal with the application, provided however that if no specific sum is stated
he shall be deemed not to require an advance and provided further that he
shall inform the Vendor forthwith upon an offer of the required terms being
made.
(b)
If by the stated date upon which an offer of advance is expected an offer of
the required sum has not been made at the normal rate of interest and
without abnormal conditions then the Purchaser shall forthwith inform the
Vendor and thereupon the contract shall be deemed to be rescinded and
Condition 18.2 shall apply, provided however that if no such date is stated
then a date 10 working days prior to the date for completion shall be
deemed to apply.
(c)
For the purpose of Condition 21.2 (b) the following conditions shall be
deemed not to be abnormal conditions.
(i)
10760809.1
A condition relating to the state of repair of the property which does
not require a retention of at least 2.5% of the purchase money
against repairs or improvements.
xvi
(ii)
(d)
22
A condition requiring the redemption of any existing mortgage.
If the Purchaser does not inform the Vendor within 5 working days after the
stated date that an offer of the required sum has not been made in
accordance with Condition 21.2(b) it shall be deemed that the Purchaser
does not require an advance.
Continuing contractual obligations
Notwithstanding the completion by the Purchaser, any part of the contract to which
effect is not given by the assurance, and which is capable of taking effect after
completion, shall remain in full force and effect.
23
Mediation
In the event of any dispute or difference arising between the parties which is not
resolved by negotiation, either party may refer the matter to the Law Society of
Northern Ireland Dispute Resolution Service ('the service') and if the matter has not
been resolved within 10 working days of referral to the service or such longer period as
both parties shall agree, then the mediation by the service shall be deemed to be at an
end and each party shall be free to pursue his own remedies.
24
Chattels
Where chattels, fittings or other separate items are included in the sale (whether by
auction or private treaty) the same are warranted to be the Vendor's unencumbered
property and free of any bill of sale, lien, hiring, hire purchase, or other third party claim,
save as specified in the Special Conditions.
25
Defects
Without prejudice to the parties' rights or remedies at common law, any complaint about
any chattels which are included in the sale or services to or on the premises not being
in working order in accordance with any representations made by the Vendor shall be
made to the Vendor's solicitor within fifteen working days of completion and time shall
be of the essence in this respect and if no complaint shall be made within such a
period, the Purchaser shall be deemed to have accepted all such chattels or services
as being in accordance with the contract
10760809.1
xvii
Special Conditions
Property Address:Site at Dromore Road, Caledon, County Tyrone,
BT68 4XS
1
Conditions of Sale
1.1
This Agreement incorporates the Law Society of Northern Ireland General Conditions of
Sale (Third Edition Second Revision) ('the Standard Conditions'). Where there is a
conflict between the Standard Conditions and the special conditions, the special
conditions prevail.
1.2
Terms used or defined in this Agreement have the same meaning when used in the
Standard Conditions.
1.3
The Property is sold subject to the encumbrances on the Property and the Purchaser
will raise no requisition on them.
1.4
Standard Condition 6.2 (a) is deleted. The Purchaser shall assume risk until
Completion.
1.5
The Purchaser shall fully insure the Property with an insurance office of repute for all
usual risks. The Vendor shall not be required to insure the Property.
1.6
The Vendor shall not be responsible to the Purchaser in respect of any damage caused
to the Property from the date of signing of the Agreement to the Completion date.
1.7
Standard Condition 15.6 is deleted.
2
Title & Matters Affecting the Property
2.1
The Purchaser acknowledges that the Vendor may at any time transfer their registered
charge to another mortgage lender and such a transfer will be independent of sale of
the registered estate contained in this Agreement. If the Vendor does transfer their
registered charge the Vendor will ensure that any transferee of the registered charge
will execute any transfer document necessary to fulfil the Vendor's obligations under
this Agreement. The Purchaser agrees that should it become necessary they will
execute or re-execute any document the Vendor directs in order to assist with the
conveyance of the legal estate. For the avoidance of doubt the obligations of the
Vendor to transfer the Property shall be satisfied and discharged once the Purchaser
has been provided with any transfer document or documents which will enable the
Purchaser to register themselves as proprietor of the Property at the Land Registry.
2.2
The Property is sold subject to all matters registered or capable of being registered in a
statutory charges register (whether registered or not) and the requirements, orders,
notices, proposals, demands and requests of any public or local authority which affect
or relate to the Property whether arising before or after the date of this Agreement and
all the financial and other liabilities and obligations arising from these.
2.3
The Purchaser acknowledges that the Vendor may execute any documentation
required to effect the sale pursuant to a Power of Attorney and the Purchaser will not
raise any objection or requisition in relation to the Power. A copy of the Power is
available upon request and will not be provided unless specifically requested.
2.4
The Vendor sells as mortgagee in possession pursuant to a Charge Deed dated the 14
September 2007and made between Gareth McKenna of the one part and The
Mortgage Business plc of the other part.
10760809.1
xviii
2.5
The Vendor will furnish all documents of title in it's possession on closing, and where
these are copies only, the Purchaser will not call for the originals or raise any enquiry or
requisition to their non-production.
2.6
The Property is sold subject to all rights of way and other easements affecting the same
and to all liabilities (if any) to make and maintain roads, footpaths, passages and
sewers and all Purchasers shall take the Property subject to such liabilities (if any) and
to compliance by the Purchaser with the requirements of any notices of orders made
by any Authority whether before or after the date of sale and to any liability for payment
of any sum by reason or failure to comply with any such notice or order served or
made.
2.7
Without prejudice to the Purchaser's rights under the Agreement, the Vendor's solicitors
shall not be required or presumed to give any undertaking on completion of the sale
other than that of which requests are properly made in writing not later than three clear
working dates prior to the date fixed for Completion and to which request they shall in
writing accede.
3
Possession
3.1
The Property is sold with vacant possession.
3.2
The Vendor shall not be obliged to clear any items from the Property and vacant
possession, if granted shall be deemed to be given notwithstanding the presence of
such items.
4
Keys
4.1
For the purpose of this clause 'Keys' encompasses keys, fobs, swipe cards, entry
codes or any other means, device or information required to gain access to the
Property.
4.2
The Purchaser acknowledges that they have checked with the estate agent what Keys,
if any, are available for the Property and will not require the Vendor to produce any
further Keys for the Property in addition to any held by the estate agent. For the
avoidance of doubt if neither the estate agent nor Vendor can provide sufficient Keys to
allow access to the Property on completion this shall not be a breach of clause 3 of this
Agreement.
4.3
The Purchaser shall not be entitled to refuse to complete or delay completion in
connection with any missing Keys.
4.4
The Purchaser shall not be entitled to an allowance, price reduction or retention in
relation to any missing Keys and shall not be entitled to raise any claim against the
Vendor or its agents howsoever arising in connection with any missing Keys.
4.5
The Vendor does not warrant that any Keys to the property will be available to the
Purchaser on Completion. The Purchaser shall not be entitled to require the Vendor to
supply the same and shall not be entitled to raise any requisition or make any objection
in relation to the keys. In the event that there are no keys to the Property the Purchaser
will need to gain access to the Property at his own cost.
5
Deposit
5.1
The Vendor's Solicitors will hold the deposit as agents for the Vendor and completion
cannot occur until the deposit cheque has cleared. Standard Conditions 5.2, 5.3, 12.3,
14, 20 and 24 shall not apply to this Agreement.
6
Contents/Chattels
10760809.1
xix
6.1
The following are expressly excluded from the sale:
6.1.1
Chattels;
6.1.2
Any fixtures and fittings subject to any lein or hire purchase loan or credit
Agreement;
6.1.3
The Vendor does not own any chattels that may be at the Property. Any
such chattels may be removed before completion, but not by the
Purchaser. If there are any chattels in the Property at completion, the
Vendor does not purport to sell them and does not give any covenants for
title in respect of them. The Vendor, however, shall not be liable to remove
them before completion.
6.1.4
Any security shuttering fixed to the exterior or the interior of the Property is
not the property of the Vendor and is not included in the sale and the
Purchaser shall allow access to the Property to the owners of the security
shuttering following completion for removal of any security shuttering
remaining at the Property.
7
Completion
7.1
The completion date shall be 7 days from the date hereof or earlier by arrangement
between the parties.
7.2
Completion shall take place on or before 13:00 and, if completion shall take place after
that time, completion shall be deemed to have taken place on the next working day.
Completion shall not be deemed to have taken place until the funds are received by the
Vendor's solicitors' bank. Standard Condition 15 shall be varied accordingly.
7.3
For the avoidance of doubt, if completion monies are not received from a Solicitors'
Client account then the Vendor shall be entitled to serve notice to the Purchaser under
Standard Condition 19. If notice under Standard Condition 19 is served for this reason
then the Purchaser shall become liable to pay to the Vendor an additional sum in
relation to the Vendors' legal costs (on a solicitor and client basis) in connection with
any and all additional work consequent upon the Purchaser's default. Such costs shall
be paid at an hourly rate of £100 per hour and will be payable by the Purchaser on
completion.
7.4
On completion the balance of the Purchase Price shall be payment only to the Bank of
Scotland by BACS credit or CHAPS to:-
Bank:
Bank of Ireland
Branch:
Belfast City Branch, 4-8 High Street, Belfast
Sort Code:
90-21-27
Account Number:
9520 6051
Account Name:
TLT NI LLP Client Account
7.5
On Completion, the Vendors solicitors will undertake to discharge only those
encumbrances having priority over the Vendor's mortgage; no such undertaking will be
given in respect of encumbrances which are inferior to the Vendor's mortgage.
8
Merger on completion
10760809.1
xx
8.1
The provisions of this Agreement shall not merge on completion of the transfer of the
Property so far as they remain to be performed.
9
Notice to Complete
9.1
In the event of Notice under Standard Condition 19 being served the Purchaser shall be
and shall become liable to pay and indemnify the Vendor for his legal costs (on a
solicitor and client basis) of and incidental to the preparation and service of the said
Notice and all additional work consequent upon the Purchaser's default in completion
on the Completion Date such costs being in the minimum sum of £150 plus VAT which
sum shall be payable on completion as a sum due to the Vendor on completion.
9.2
If the deposit paid by the Purchaser is less than 10% of the purchase price and the
Purchaser fails to complete on the Completion Date then the Purchaser shall pay to the
Vendor the balance of 10% within 5 days of the Vendor demanding the same.
9.3
For the purposes of Standard Condition 16.1(a) the rate of interest shall be 4% above
the base rate of Barclays Bank plc.
10
Disclaimer
10.1
The Purchaser admits that:
10.2
10.1.1
He has inspected the Property and purchases it with full knowledge of its
actual state and condition and shall take the Property as it stands at the
Completion Date.
10.1.2
He enters into this Agreement solely as a result of his own inspection and
on the basis of the terms of this Agreement and not in reliance upon any
representation or warranty either written or oral or implied made by or on
behalf of the Vendor.
10.1.3
This Agreement contains the entire Agreement between the parties.
10.1.4
He is not a director, partner, principal or employee of any company within
the Lloyds Banking Group who works directly for the asset manager
dealing with the sale of the Property or who has otherwise been directly
involved in the sale of a repossessed property, nor a relative of such a
person, nor any other person who has been directly involved with the sale
of the Property, nor a relative of such a person. He is not a director,
partner, principal, staff member of the Vendor any subsidiaries of the
agents selling the Property or the Vendor's solicitors nor related to any by
blood or by marriage.
For the purposes of clause 11.1.4 'relative' means the person's spouse, immediate
family member or life/business partner, 'directly' means either personally involved with,
or having the ability to influence the conduct/manner of the transaction.
Vendor's Solicitors
TLT NI LLP
Scottish Provident Building
7 Donegall Square West
BELFAST BT1 6JH
/
Ref:501B/JM18/053839/005422/McKenna
10760809.1
xxi
Purchaser's Solicitors
10760809.1
xxii
Auction Conditions of Sale
(The Common Auction Conditions Do Not Apply)
Interpretation
1.
In these conditions of Sale and the Special Conditions of Sale:1.1
The following expression shall (unless the context requires otherwise) have the
meaning hereinafter assigned to them that is to say:
1.1.1
“the Standard Conditions of Sale” means the Law Society of Northern Ireland
General Conditions of Sale (Third Edition Second Revision).
1.1.2
“the Special Conditions” means the Special Conditions of Sale hereinafter
appearing relating to the Property including any terms and conditions relating to the
Property referred to in any addendum to these conditions made available for
inspection by the Auctioneer (whether or not actually inspected by the Buyer)
1.1.3
“the Property” means the property described in the Memorandum of Sale.
1.1.4
“the Auctioneer” means BRG Gibson Auctions.
1.1.5
“the Seller” means the Vendor stipulated in the Memorandum of Sale.
1.1.6
“the Seller’s Solicitor” means the Solicitor described in the Special Conditions of
Sale as the Solicitor acting for the Seller.
1.1.7
“the Buyer’s Solicitor” means the Solicitor described in the Special Conditions of
Sale as the Solicitor acting for the Buyer.
1.1.8
“Buyer” shall include the person who signs the attached form of Memorandum on
behalf of a company or firm and who shall be bound by these Conditions and
Memorandum in his personal capacity in the event of failure by such company or
firm to comply with this agreement.
1.2
The Clause headings appearing herein are for convenience of reference only and
shall not form part of nor affect construction or interpretation of these Conditions of
Sale.
Conditions of Sale
2.
These General Conditions of Sale incorporate the standard Conditions of Sale so
far as they are not varied hereby or inconsistent herewith. The Property is also sold
subject to the Special Conditions. Where there is a conflict the Special Conditions
shall prevail.
2.1
The Standard Conditions of Sale shall have effect with the following amendments:
2.1.1
The Contract Rate shall be 10% above the base rate of Barclays Bank plc from
time to time.
2.1.2
Standard Condition 15.5 shall not apply and the means of payment shall be by
direct credit to a bank account nominated by the Sellers Solicitors.
2.1.3
Standard Condition 20 shall not have affect.
2.1.4
Standard Condition 11.4 shall be amended. The words "or such ether person as
the Purchaser may nominate" shall be deleted.
The Auction
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3.1
The sale is subject to a reserve price unless otherwise stated.
3.2
The Seller or the Auctioneer or some other person authorized by the Seller may bid
both up to and over the reserve price.
3.3
The Auctioneer may at his absolute discretion refuse any bid and regulate the
bidding in any manner the Auctioneer wishes.
3.4
If there is a dispute about a bid the Auctioneer may resolve the dispute or re-start
the auction at the last undisputed bid. The Auctioneers decision in the event of a
dispute is final.
3.5.1
For the avoidance of doubt this contract shall become binding when the Auctioneer
knocks down the Property to the Buyer. The Buyer shall be required to pay a
deposit and sign a Memorandum of Sale stating his name and address or the name
and address of the person or company on whose behalf he is acting save that
signature of such Memorandum of Sale or payment of a deposit shall not be a
precondition of entering into a binding contract.
3.5.2
If the Buyer refuses to sign the Memorandum of Sale or pay a deposit the
Auctioneer reserves the right to re-offer the Property for sale as if it had not been
knocked down or at the Auctioneer’s option sign the Memorandum of Sale on
behalf of the Buyer.
3.6
The Auctioneer reserves the right to sell the Property in separate lots.
Deposit
4.1
A deposit of ten percent of the purchase price shall be paid to the Auctioneer as
Agent for the Seller. A deposit of £2,000 or the amount specified by the Auctioneer
shall be paid by the Buyer, whichever is the greater. The Buyer shall in addition pay
to the Auctioneer a fee representing the cost that will be incurred by the Auctioneer
for the telegraphic transfer of the deposit funds to the Seller’s Solicitors.
4.2
In the event that any cheque given as the Deposit shall be dishonoured upon the
presentation or the Buyer fails to pay the Deposit on the date hereof then without
notice the Seller shall if it so chooses have the right to deem the conduct of such
Buyer as a repudiation of the agreement between the Buyer and the Seller and the
Seller may resell without notice and/or take steps which may be available to it as a
consequence of the Buyer’s breach but without prejudice to any claims it may have
against the Buyer for breach of the agreement between the parties otherwise.
Deducing Title
5.1
Where the Special Conditions state that the title is registered at the Land Registry
of Northern Ireland title shall be deduced (at the discretion of the Seller) either by
supply of a copy of the Charge Certificate or a certified copy of the registered folio
and an uncertified copy of the folio map office copy entries and filed plan and
additionally in the case of leasehold property with a copy of the lease.
5.2
Where the Special Conditions state the title to be unregistered title shall commence
with those documents specified in the Special Conditions.
Existing Encumbrances
6.1
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Where the Special Conditions state the title to be registered the property is sold
subject to and with the benefit of (as appropriate) such of the entries in the folio
number referred to in the Special Conditions as are not capable of being
overreached by a sale by the Seller. A copy of the Charge Certificate or a certified
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copy of the registered folio and an uncertified copy of the folio map having been
made available for inspection at the offices of the Seller’s Solicitors and at the
offices of the Auctioneer the Buyer shall be deemed to purchase with full
knowledge of the contents thereof whether he has inspected the same or not and
notwithstanding any incomplete or inaccurate statements thereof in the Special
Conditions and shall raise no requisition or objection with regard thereto.
6.2
Where the Special Conditions state the title to be unregistered the Property is sold
and will be conveyed subject to and with the benefit of (as appropriate) any rights
easement exceptions reservations agreements declarations covenants conditions
and other matters contained mentioned or referred to in the documents specified in
the Special Conditions and of any matters revealed by entries made in the registers
maintained by the Registry of Deeds or the Land Registry of Northern Ireland. A
copy or memorial of such rights easements exceptions reservations agreements
declarations covenants conditions and other matters having been made available
for inspection at the offices of the Seller’s Solicitors and at the offices of the
Auctioneer the Buyer shall be deemed to purchase with full knowledge of the
contents thereof whether he has inspected the same or not and notwithstanding
any incomplete or inaccurate statements thereof in the Special Conditions and shall
raise no requisition or objection with regard thereto.
Documents Referred to
7.1
Where any document is referred to in the Special Conditions copies or memorials
thereof may be inspected at the office of the Auctioneer (or may be supplied at the
discretion of the Seller’s Solicitors and on each and every occasion the same are
so supplied only on payment of their copying charges) prior to the date of the sale
an whether or not the Buyer has inspected the same the Buyer shall be deemed to
purchase with full knowledge thereof and shall raise no objection or requisition with
regard thereto.
7.2
A copy of the Standard Conditions of Sale having been made available for
inspection at the office of the Seller’s Solicitors and at the office of the Auctioneer
the Buyer shall be deemed to purchase with full knowledge of the contents thereof
(whether he has inspected the same or not).
Capacity of Seller
8.
Subject to the terms of these General Conditions of Sale the Standard Conditions
of Sale and the Special Conditions of Sale the Seller is to transfer the Property as
mortgagee in possession.
Possession
9.
Vacant possession of the Property shall be given to the Buyer on completion
except where stated in the Special Conditions.
Completion
10.1
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The completion date (“the Completion Date”) shall be the date specified in the
Auctioneers’ Memorandum of Sale signed by or on behalf of the Buyer or if none
specified, the Completion Date shall be 14 days from the date of the Auction or
earlier by mutual agreement between the parties at or before 13:00 and if
completion shall take place after that time completion shall be deemed to have
taken place on the next following working day. Completion shall not be deemed to
have taken place until the funds are received by the Seller’s Solicitors’ bank to
include payment of all fees required under Auction Special Conditions.
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10.2
If completion would otherwise take place on a Public Holiday under the provisions
of this clause completion shall take place on the working day on the working day
immediately before such public Holiday.
10.3
The Buyer shall not be entitled to delay completion on the grounds that the Seller’s
Solicitors do not have in their possession a Transfer or Conveyance or Assignment
sealed by the seller in escrow pending completion. In this event the Buyer shall
complete and accept an undertaking from the Seller’s Solicitors to provide the
sealed Transfer or Conveyance or Assignment to the Buyer’s Solicitors within 14
days after completion.
10.4
The Seller shall be entitled to decline to transfer the Property to any person other
than the Buyer. Standard Condition 14.4 shall be varied accordingly.
Planning Public Rights Statutory Charges etc
11.1
The Property is sold subject to all matters registered or registerable (whether
registered or not) in the Statutory Charges Register and the requirements orders
notices proposals demands and requests of any Public or Local Authority which
affect or relate to the Property whether arising before or after the date hereof and
all the financial and other restrictions liabilities and obligations arising therefrom.
11.2
All matters recorded in registers open to public inspection are top be considered
within the knowledge of the buyer.
11.3
For the avoidance of doubt the Seller will provide such information in respect to
Planning Permission as is solely contained in the Department of Environment
Property Certificate and the Buyer accepts that they enter into this Agreement
having conducted their own additional enquiries as to the suitability and terms of
any Planning Permission to satisfy their requirements.
Freehold / Leasehold Payments
12.1
If the Property is subject to the payment of rent, chief rent, ground rent, service
charge, insurance premium or any other sums properly payable by the Seller
whether under the lease of the Property ("the Lease") or howsoever arising by the
Seller shall be responsible for any such sums which relate to a period prior to the
Completion Date provided that demands for such sums are received by the Seller
prior to the Completion Date BUT IS HEREBY AGREED (subject to paragraph 12.2
of this condition) that the Seller shall not be responsible for any sums for which
demands are received after the Completion Date whether or not they relate to a
period prior to the Completion Date.
12.2
Where the interim service charge payments are paid on account under the terms of
the Lease and final accounts are made up after the end of an accounting period
and it is anticipated that there shall be a deficit or a surplus in the account giving
rise to a liability for excess service charge or an entitlement to a credit on the
account (as the case may be) then an apportionment shall be made according to
the best estimate available as shall be made by or on behalf of the Seller.
12.3
Any apportionment made under paragraphs 12.1 and 12.2 of this condition shall be
final and binding upon the parties (and if no apportionment is mad3e it shall be
deemed to bean apportionment for the purposes of this condition) and the Buyer
shall indemnify the Seller in respect of all proceedings actions claims demands and
other liability (whether arising before or after completion) for the sums referred to in
this condition and all other obligations whatsoever in respect of or in connection
with the Property and whether arising under the Lease or otherwise.
12.4
All apportionments are to be made with effect from the Completion Date.
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12.5
Any sums paid in advance in respect of future work not commenced by the
Completion Date or which are held in a general sinking fund shall be reimbursed to
the Seller on completion and any sums to be paid after the Completion Date shall
be the responsibility of the Buyer.
12.6
The Buyer of a Leasehold property shall within ten working days of the sale of the
contract of the Property supply to the Seller's Solicitors such references and details
of referees as may be required to enable the Seller to apply for consent to assign
where this is necessary.
12.7
The buyer shall enter into any deed of covenant which may be required by any term
of the Lease under which the Property is held to be entered into by any proposed
Assignee or Transferee with any party to the Lease or as referred to therein and all
costs of whatsoever nature in complying with such requirements shall be the
responsibility of the Buyer.
12.8
If the consent to assign is not in the possession of the Seller's Solicitors at the
Completion Date the completion shall take place within ten working days after the
Seller's Solicitors have notified the Buyer's Solicitors in writing that consent to
assign is in their possession. Of the Licence to Assign has not come into the
possession of the Seller's Solicitors within two months of the Completion Date
either party shall be entitled to rescind the Agreement by serving notice in writing
on the other party or their Solicitors and the Seller shall (where consent to assign is
not in the possession of the Seller's Solicitors for any reason other than due to the
default of the Seller or the Seller's Solicitors or the party under Lease entitled to
grant consent to assign) be entitled to forfeit and keep the deposit and accrued
interest.
12.9
The Buyer hereby acknowledges that the Seller has no power to sign a Stock
Transfer Form in respect of any share in a Management Company.
12.10
No express or implied covenant is given to the Seller by the Buyer that there is no
subsisting breach of any condition or tenants obligation contained within the Lease
and the Transfer to the Buyer shall contain an acknowledgement on behalf of the
Buyer to this effect.
Costs upon Service of Notice to Complete
13.
In the event that due to the Buyer's failure to complete on the Completion Date the
Seller's Solicitors serve a Notice to Complete under Standard Condition 19.2 the
Buyer shall pay on completion (in addition to the balance of the purchased monies
and any other sums due to the Seller together with interest thereon) the sum of
£150.00 plus VAT towards the Seller's legal costs of and incidental to the
preparation and service of the said Notice and recalculation of the amount payable
on completion.
Discharge of Contract
14.
If the Seller shall become free to resell the Property whether by reason of the
discharge or rescission of this contract or otherwise the Buyer shall forthwith on
demand (if not before) effect the cancellation of any entry against the Property with
regard to this contract which may have been made whether under the
Conveyancing Act 1881 and/or in the Registers of Title referred to in the Special
Conditions of Sale pursuant to the Land Registration (Northern Ireland) Act 1970
(as the case may be) and shall indemnify the Seller against all losses and
expenses occasioned by a failure to effect such cancellation.
Misrepresentation
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15.
It is hereby agreed between the parties hereto that this agreement constitutes the
entire agreement between the parties hereto for the sale and purchase of the
property and that it may only be varied or modified in writing and that no
representation warranty or statement whether written oral or implied hereto made
by or on behalf of one party to the other shall be capable of being treated as
forming part of this agreement or as an inducement by the Seller to the Buyer to
enter into this agreement or as a collateral warranty in relation to the subject matter
hereof or the grounds upon which the Buyer shall base any claim against the Seller
but such agreement and acknowledgement shall not extend to the written replies of
the Seller's Solicitors to any enquiries before contract raised by the Buyer's
Solicitors.
Sale by Private Treaty
16.1
The Seller reserves the right to withdraw the Property from sale at any time before
the auction (whether on the scheduled date hereof or before) or before the same is
actually sold in auction.
16.2
The Seller reserves the right to sell any part of the Property by private treaty before
the auction.
16.3
The Seller reserves the right to alter or add to the particulars of sale relating to the
property and the Special Conditions at any time prior to the sale.
Notices to Prospective Purchasers
17.1
The Buyer shall be deemed to have fully considered and to have full knowledge of
and to have accepted the items set out at the front of this catalogue and described
"notices to prospective purchasers".
17.2
The Buyer purchases the property in sale in the full knowledge that the property in
sale relates solely to the area shaded blue on the Land Registry map folio TY
11178 County Tyrone provided in the auction pack and indemnifies the Seller
accordingly.
17.3
Any buyer must not be:
a.
an employee of HBOS plc who works for an appointed Asset Manager or is
otherwise directly involved in the sale of a repossessed property, nor the relative of
such a person, nor
b.
any other person directly involved in the sale of the property, nor the relative of
such a person.
For the purposes of the above "relative" means the person's spouse, immediate
family member, or life/business partner; "directly" means either personally involved
with or having the ability to influence the conduct/manner of the transaction
17.4
Delivery of a Memorandum of Sale for the Property signed for on behalf of the
Buyer together with a draft and/or cheque in respect of the deposit for the property
shall constitute a warranty and undertaking by the Buyer and the persons (if any)
signing on behalf of the Buyer:
17.4.1 That the persons (if any) so signing on behalf of the Buyer have the express
authority so to sign and to bind the Buyer
17.4.2 That the cheque and/or draft will be paid on first presentation and such payment
will be made within not more than five days after presentation
17.4.3 That such delivery is unconditional
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xxviii
Fittings and Fixtures
18.
The following are expressly excluded from the sale:
18.1
Chattels
18.2
Any fixtures and fittings subject to any lien or hire purchase loan or credit
agreement
18.3
The Seller does not own any chattels that may be at the Property. Any such
chattels may be removed before completion; the Seller does not purport to sell
them and does not give any covenants for title I respect of them. The Seller,
however, shall not be liable to remove them before completion.
18.4
Any security shuttering fixed to the exterior or interior of the property is not the
property of the Seller and is not included in the sale.
VAT
19.
Except where stated otherwise in the Special Conditions of Sale Value Added Tax
will not be chargeable on the amount of the purchase price.
Rights of the Auctioneer
20.
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The Auctioneer shall be under no financial liability in respect of any matter arising
out of the auction or the Particulars of Sale or in the Conditions of Sale. No claims
shall be made against the Auctioneer by the Buyer in respect of any loss damage
or claims suffered by or made against the Buyer by reason of the Buyer entering
into the contract to purchase or acquire any other interest in the Property.
xxix