1. DECLARATION OF THE VENDOR
The Vendor declares that it is the sole owner of the Property free from encumbrances and the Purchase Price set out in the Particulars of Sale and Purchase is the true price of the Property.
2. PAYMENT
The Purchaser will pay each instalment payment as set out in the Particulars of Sale and Purchase by mailing the same to the Vendor at P O Box 9440 Dubai, UAE or delivering the payment to the Vendor’s office in Dubai, UAE on/or before the due date of the payment.
3. POSSESSION AND RISK
3.1 Provided the Purchaser is not in default under this Agreement the Vendor shall provide the vacant possession of the Property to the Purchaser on the Completion Date on which date all risk associated with the Property shall pass to the Purchaser.
3.2 The Vendor shall within twelve 12 months prior to the Estimated Completion Date advise the Purchaser of the designated completion date for completion of construction and handover of the Property (the “Completion Date”). The Vendor may at its option on notice to the Purchaser given prior to one (1) month before the Completion Date extend the Completion Date to such dates as advised by the Vendor from time to time provided that the total period of such extensions (if any) shall not in any event exceed twelve (12) months. The Vendor shall give notice to the purchaser no later than thirty (30) days prior to the Completion Date of the date of handover of the Property.
4. TRANSFER OF TITLE TO THE PURCHASER
On the Completion Date, the Vendor shall give a clear and unencumbered freehold right of the Property to the Purchaser provided that the Purchaser shall pay all fees payable by the Purchaser in connection with the transfer.
5. COVENANTS AND WARRANTIES OF THE VENDOR
5.1 The Vendor covenants to carry out construction of the Villa in compliance with all building codes, rules, regulations and laws in force in the Emirate of Dubai and the UAE and that all materials and equipment will be new and, subject to the terms of this Agreement, in conformity with the Specifications.
5.2 The Villa is subject to a builder’s defects liability warranty in respect of any defective material, fittings and fixtures including mechanical, plumbing and electrical works for a period of 12 months from the date of completion of the construction thereof.
5.3 The Vendor shall remain liable for a period of ten (10) years from the date of completion of construction of the Property to repair and rectify any structural defects in the Property.
5.4 The Vendor hereby assigns to the Purchaser all benefits the Vendor holds to any warranties from the manufacturer of all appliances that attach fittings or fixtures that are installed in the Villa.
5.5 The Vendor shall deliver the Property to the Purchaser in a professionally finished condition, clean and ready for occupancy and constructed, subject to the terms of this Agreement, in accordance with the Specifications.
5.6 The Vendor shall construct the infrastructure surrounding the Property including roads, lighting, walkways, and landscaping substantively in accordance with the Vendor’s overall development plan for infrastructure.
6. COVENANTS AND WARRANTIES OF THE PURCHASER
6.1 Purchaser represents that the Property is being purchased on the Purchaser’s own behalf and that the Property will be beneficially owned by the Purchaser.
6.2 The Purchaser agrees that the Property will be used for single family residential purposes only.
6.3 The Purchaser agrees not to modify, add to or delete any part of the exterior of the Villa (including satellite dishes or antennae) or construct any additional improvements in or on any part of the Property without the prior written consent of the Vendor.
6.4 The Purchaser will grant easements and rights of way as may be reasonably required from time to time by the Vendor with respect to the Property at no charge to the Vendor.
6.5 The Purchaser agrees to pay all charges (including connection charges to the Property) for water, gas, electricity, sewage and other services provided to the Property.
6.6 The Purchaser agrees to pay all property taxes, Dubai Municipality fees and other similar levies that may be imposed with respect to the Property after the Completion Date.
6.7 The Purchaser agrees to pay all Maintenance Fees levied by the Vendor or any property management company designated by the Vendor within thirty (30) days from the date of the invoice for the same. Each property in the Vendor’s development of which this Property forms part will bear its proportional share of the Maintenance Fee as determined by the Vendor. The Purchaser hereby grants to the Vendor a continuing lien on the Property as security for unpaid Maintenance Fees.
6.8 The Purchaser acknowledges that he has not acted or relied upon any representations made by or on behalf of the Vendor except those contained in this Agreement.
6.9 The Purchaser shall comply in all respects with the provisions of all laws, decrees and regulations for the time being in force and the requirements of any competent authority in relation to the Property.
6.10 The Purchaser agrees that he is responsible to maintain all risk insurance for all improvements on the Property from the date of its possession of the Property and for such time as he owns the Property to their full re-instatement value with a firm of insurers registered to do business in the UAE and will produce to the Vendor on demand a copy of the policies of insurance and confirmation of premium payment. In the event of the improvements on the Property being destroyed or damaged the Purchaser shall immediately make the appropriate claims under the policies of insurance and, within a reasonable time thereafter, apply all monies received from such insurance to reinstating the improvements to their former condition.
7. VILLA INSPECTION
The Purchaser will be entitled to inspect the Villa accompanied by a representative of the Vendor at a reasonable time by arrangement with the Vendor prior to the Completion Date. At such time, the parties will prepare and sign a conclusive list of any defects and deficiencies (the “Deficiencies”) and will agree the date by which the Deficiencies shall be rectified. The Vendor will promptly remedy the Deficiencies by the stated date for rectification of Deficiencies provided that the Purchaser shall not be entitled to hold back any part of the Purchase Price in respect of the Deficiencies. In the event of any dispute, a decision by the Vendor’s architect will be final and binding on the parties. In all other respects the Purchaser will be deemed to have accepted the physical condition of the Property and Villa. The Purchaser acknowledges that save and except for this one inspection, the Purchaser shall not be entitled to access to the Property prior to the Completion Date, without the prior written authorization of the Vendor.
8. SALE AND ASSIGNMENT
8.1 The Purchaser acknowledges that any sale, assignment or other disposition (other than by way of mortgage) of an interest in the Property must have the consent of the Vendor, which consent shall not be unreasonably withheld or delayed. Where the Purchaser is other than a natural person, any change in the legal or beneficial ownership or control of that entity shall constitute a disposition of an interest in the Property. The Vendor may in its sole and absolute discretion refuse leave in any application for consent to sell, assign or dispose of an interest in the Property prior to the Completion Date or if any payments due to the Vendor are in arrears.
8.2 No sale, assignment or other disposition (other than by way of mortgage) of an interest in the Property will be of any legal effect until the party intending to acquire the interest has entered into an Agreement acknowledging that such party will pay the Maintenance Fees and be subject to the Vendor’s rights of security set out in clause 6.7.
9. MODIFICATIONS
9.1 The Purchaser acknowledges and agrees that the Vendor may from time to time, in its discretion or as required by any competent authority, change, vary or modify the plans, colours, materials, finishes, equipment, fixtures and specifications pertaining to the Property and the Villa (including architectural, structural, landscaping, grading, mechanical or other plans) from the plans, colours, materials, finishes, equipment, fixtures and specifications existing at the time the Purchaser entered into this Agreement or as same may be illustrated in any sales brochures, models or otherwise, all without notice to or consent from the Purchaser, provided that any substituted items are of equal or better quality. The Purchaser hereby consents to any such changes, modifications and / or substitutions and agrees to complete this transaction notwithstanding modifications in accordance with the foregoing.
9.2 The Purchaser acknowledges that the total area of the Villa is shown on Schedule B (Floor Plan). For the purposes of this Agreement the total area is measured using the exterior face of the exterior walls and includes all car port areas, balconies and terraces. If the actual total area as determined by the Vendor’s engineer is less than the represented total area by more than three (3) percent the Purchase price will be reduced by an amount equal to the variance of greater than three (3) percent multiplied by the Purchase price. No adjustment will be made to the Purchase price if the total area is increased or is reduced by less than three (3) percent or in connection with any variation in plot area.
10. DEFAULT BY VENDOR
If the Purchaser has fulfilled all of the Purchaser’s obligations of payment under this Agreement and the Vendor is unable to deliver possession of the Property on the Completion Date (as extended if applicable) the Purchaser may give the Vendor, within thirty (30) days following the Completion Date, a notice of termination of this Agreement and if the Vendor is not in a position to give the Purchaser vacant possession of the Property within ninety (90) days of receipt of such notice the Vendor shall refund all payments made by the Purchaser with interest at the Interest Rate calculated from the date each payment was made and this Agreement shall be terminated. If the Vendor remedies its default within the said ninety (90) day period the date of the remedy will become the Completion Date and this Agreement will remain in full force and effect and the Purchaser will remain obligated to make all outstanding payments.
11. DEFAULT BY THE PURCHASER
The Purchaser shall pay interest at the rate of one percent (1%) per month on all instalments and other payments due to the Vendor for each day that such payments are in default. In the event such default is not cured within thirty (30) days from the due date the Vendor shall have the right, at its option, on fourteen (14) days written notice to the Purchaser, to terminate this Agreement and if the payment default has not been remedied within the said fourteen (14) days notice period this Agreement will automatically stand terminated and in such event all payments previously made by the Purchaser (the “Agreed Amount”), shall be absolutely forfeited to the Vendor as liquidated damages and not as a penalty. The parties hereby agree that the Agreed Amount constitutes a genuine and reasonable pre-estimate of the damages that will be suffered by the Vendor as a result of such default by the Purchaser, The Purchaser hereby acknowledges and agrees that the forfeiture of the Agreed Amount in the foregoing circumstances is fair and equitable, is not harsh or unconscionable and does not constitute a penalty.
12. VENDOR’S VISA SPONSORSHIP
12.1 The Vendor agrees to sponsor the first-named owner of the Property and subsequent first-named transferees for a Visa (and renewals thereof) (provided the owner/transferee is not otherwise entitled to sponsorship for a Visa) on payment of the Vendor’s applicable Visa Administration Fee. If there are joint owners/transferees then sponsorship will only be offered if none of the joint owners/transferees are otherwise entitled to sponsorship for a Visa. Upon a disposition of his interest in the Property (other than by way of mortgage) the Vendor will terminate the sponsorship of the owner/transferee and cancel the Visa.
12.2 The Purchaser acknowledges that he will have to comply with all laws and regulations in force in the UAE with respect to Visa sponsorship.
12.3 The Purchaser agrees to indemnify the Vendor against all costs and liabilities incurred or suffered by the Vendor as a result of the Vendor’s sponsorship and the Purchaser hereby grants a first fixed charge over the Property to secure to the Vendor any such costs and liabilities.
13. FORCE MAJEURE
“Event of Force Majeure” means an act of God including but not limited to fire, flood, earthquake, windstorm or other natural disaster; act of any sovereign including but not limited to war, invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, nationalisation, requisition, destruction or damage to property by or under the order of any government or public or local authority or imposition of government sanction embargo or similar action; labour dispute including but not limited to strike, lockout or boycott; interruption or failure of utility service including but not limited to electric power, gas, water or telephone service; failure of the transportation of any personnel, equipment, machinery or material required by the Vendor for completion of construction; breach of contract by any essential contractor or subcontractor or any other matter or cause beyond the control of the Vendor. Should an event of Force Majeure occur that will delay the Completion Date, the Vendor shall promptly notify the Purchaser of the event and give the Purchaser a new Completion Date or an estimate of the duration of the delay, followed by a new Completion Date when same can be determined. The Purchaser’s payment obligations shall cease until the event of Force Majeure has been remedied after which time the payment obligations will resume taking into account the Force Majeure delay. Should an event of Force Majeure delay the Completion Date by a period of one (1) year the Purchaser may elect to terminate this Agreement by notice to the Vendor and the Vendor shall refund all monies paid by the Purchaser.
14. SURVIVAL OF AGREEMENT
The Purchaser acknowledges and agrees that this Agreement will survive the Completion Date and the transfer of freehold title to the Property to the Purchaser and will remain binding upon the parties until the Purchaser has effectively sold or assigned the Purchaser’s interest in the Property to a third party and that third party has entered into an agreement to comply with the Purchaser’s obligations herein.
15. TIME OF ESSENCE
Time will be of the essence of this Agreement and will remain of the Essence notwithstanding the extension of any of the dates herein.
16. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and there are no other representations, warranties, conditions or collateral agreements, express or implied, written or oral, whether made by the Vendor, any agent, employee or representative of the Vendor or any other person including, without limitation, arising out of any marketing material including sales brochures, models, representative view sets, show room displays, photographs, videos, illustrations, renderings, revenue projections or pro-forma statements provided to the Purchaser or made available for his viewing, and upon acceptance by the Vendor, this Agreement shall form a binding agreement subject only to the terms and conditions contained herein.
17. INTERPRETATION AND DISPUTE RESOLUTION
This Agreement will be governed by and construed in accordance with the laws of Dubai and the United Arab Emirates. All disputes, between the parties in relation to or arising from this Agreement other than disputes pursuant to clause 7, shall be referred to arbitration in Dubai to be conducted in accordance with the rules of Commercial Conciliation and Arbitration of the Dubai Chamber of Commerce and Industry in place at the time by one arbitrator appointed in accordance with the said rules whose decision shall be final and binding.
18. NOTICES
Without prejudice to the right to serve notice by any other means, any notice required to be served under this Agreement shall be in writing in the English language and shall be deemed sufficiently served ten (10) days after it has been mailed by registered pre-paid post to the address of the party to be served that is set out at the head of this Agreement or to such other address of which notice has been previously given.
19. ENUREMENT
The Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective personal representatives, heirs, successors, and permitted assigns.
20. JOINT LIABILITY
If there is more than one Purchaser named in this Agreement, all Purchaser obligations shall be joint and several.
21. COUNTERPART EXECUTION
This Agreement may be executed, accepted and delivered in counterparts and by telecopy, which counterparts and telecopied documents shall together constitute one and the same Agreement.
22. DEFINITIONS
In this Agreement where the context allows, the following words shall
have the following meanings:
- Estimated Completion Date means, subject to clause 4.2, the estimated date for the handover of possession of the Villa set out in the Particulars of Sale and Purchase
- Department means the UAE Ministry of Interior, Department of Naturalization and Residency or its successor
- Interest Rate means the UAE Dirhams ninety (90) day Emirates Interbank Offer Rate (“EBOR”)
- Property means the Property described in the Particulars of Sale and Purchase
- Maintenance Fees means the fees for the program of maintenance, management, security, upkeep, renewal, repair and replacement of the roads, landscaped areas, boulevards and other areas constituting the public and park areas of the Vendor’s development of which this Property forms part, including without limitation, the costs of water, electricity, equipment, and other
expenses and the employment of contractors, employees, managers and laborers associated with these tasks plus the Vendor’s reasonable costs of administration - Particulars of Sale and Purchase means the Particulars of Sale and Purchase set out on page 1 of this Agreement
- Specifications means the Specifications set out in Schedule C hereof
- UAE means the United Arab Emirates
- Visa means a UAE residence visa issued by the Department
- Villa means the residential villa to be constructed on the Property by the Vendor in accordance with the terms of this Agreement
- Visa Administration Fees mean the Vendor’s applicable visa administration fee plus all amounts payable to third parties, including the Department, for each Visa application made by the Vendor on behalf of the Purchaser
