Sample Sale and Purchase Agreement relating to Property-Sample Sale and Purchase Agreement relating to Property-【移投策】

Sample Sale and Purchase Agreement relating to Property

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2017-09-26


    SAMPLE SALE AGREEMENT


THIS AGREEMENT is made the ………. day of …, 2017


BETWEEN

 

MRS……………….. of ……….., holder of a ………………… passport No……………(Hereinafter called «The Vendor» which expression includes her successors, executors, administrators, heirs and assigns), acting through her duly authorized agent and attorney in Cyprus by virtue of a power of attorney, ……………………., holder of a Cyprus Identity Card numbered ……….;

AND

MR…………………… of…………., holder of a …………………..passport No ……………………..(Hereinafter called «The Purchaser» which expression includes his successors, executors, administrators, heirs and assigns), acting through his duly authorized agent and attorney in Cyprus by virtue of a power of attorney, ……………………., of…………………, Cyprus, holder of a Cyprus Identity Card numbered………………….


The Vendor and the Purchaser are hereinafter together referred to as the “Parties” and each a “Party”.  

 

WHEREAS:

 

(A)      The Vendor is the registered owner of the ……………, Registration no……………….,  at the location………………. Limassol (hereinafter referred to as the “Property”). The Property has the door number …….. and is situated at the complex …………………..

A copy of the Vendor’s title deed to the Property is attached hereto and marked as Exhibit “A”.


(B)   The Vendor has represented and warranted that she has the right and power to sell and dispose of the Property conveying title together with all legal and beneficial interest in the Property to the Purchaser in the manner herein contemplated.


(C)   The Vendor wishes to sell the Property to the Purchaser and the Purchaser has expressed his intention to purchase, the whole property under the following terms and conditions.

 

NOW, IT IS HEREBY AGREED as follows:

 

1.                  GENERAL


(a)       The paragraph headings in this Agreement are for ease of reference only, and are not to be taken into account in the construction or interpretation of the clause or paragraph to which they refer.


(b)       Words importing the singular meaning where the context so admits include the plural meaning and vice versa.


2.                  RECITALS


The recitals of fact and representations set forth in the preamble above are true and correct and they are incorporated into the body of this Agreement by reference.


3.                  AGREEMENT FOR SALE

 

The Vendor undertakes to sell the Property to the Purchaser and the Purchaser undertakes to purchase the Property from the Vendor, free of any encumbrances and in accordance with the terms and conditions set out in this Agreement.


4.                  CHARGES OVER THE PROPERTY


(a)               The Vendor hereby declares that, there is no mortgage or any other charge or encumbrance on the Property.


(b)               The Vendor also undertakes not to execute any mortgages, charges or other encumbrances over the Property.


5.                  PURCHASE PRICE

 

The purchase price of the Property has been agreed at …………….. hereinafter referred to as the “Purchase Price” and which is payable by the Purchasers to the Vendors in Euros as follows:


(a)               The amount of …………….is paid from the Purchaser to the Vendor, simultaneously with the signing of this Agreement.


(b)               The amount of ………………shall be paid on or before the ……………or within any other period to be agreed in writing by both Parties (“the Closing Date”) and simultaneously with the transfer and registration of the separate title deed and/or the ownership free of any encumbrance and/or charge and/or claim whatsoever, on the name of the Purchaser and/or to any person nominated by him, provided that, as at that date, the Purchaser and/or any person nominated by him has obtained the requisite approval from the Council of Ministers for the purchase of immovable property in Cyprus.  On the date of transfer of the title deed as aforesaid, the Vendor shall deliver to the Purchaser and/or to any person nominated by him free possession of the Property.




6.                  MODE OF PAYMENT

 

All the amounts stipulated in paragraph 5 above, shall be paid from the Purchaser to the Vendor, by cash or by Banker’s Draft in favor of the …………………………………………….., with details: 

 

……………………………………………………

HELLENIC EUR ACCOUNT (CLIENTS)

Account Number: ……………….

IBAN: ………………………

BIC: …………………………..


7.                  INTEREST


No interest is payable by the Purchaser, provided that all payments are received on their due dates. Otherwise, interest is payable at 7% per annum on any outstanding amount from the date on which they fall due until the date of final payment.  If the delay is caused by the Vendor no interest will be payable.   

 

8.                  TRANSFER OF OWNERSHIP


The registration by the District Land Office of Limassol of the title and ownership of the Property into the name of the Purchaser, acting through their duly authorized agent and attorney in Cyprus by virtue of a power of attorney, Mr. ……………, or any such person or persons as the Purchasers may nominate, free from any mortgages, liens, encumbrances or any other charges whatsoever, will take place at the Closing Date upon the simultaneous full payment of the Purchase Price as stipulated under clauses 5 and 6 hereinabove.  

 

 

 

9.                  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE VENDOR


The Vendor hereby represents and warrants to, and undertakes in favour of, the Purchaser that:


(a)        she is the registered owner of the Property and in her capacity as such she has the absolute right to sell the Property to the Purchaser free from any mortgages or other liens or encumbrances;


(b)        there is no mortgage or other charge or encumbrance on the Property and the Property shall remain free from any type of encumbrances until the transfer of the title deed of the Property in the name of the Purchaser;


(b)               upon full payment of the Purchase Price stipulated under Clauses 5 and 6 above at the Closing Date, the Vendor shall transfer the title and ownership of the Property into the name of the Purchasers free from any mortgage, encumbrance and/or charge, and shall furthermore deliver free possession of the Property to the Purchaser.


10.              UNDERTAKINGS BY THE PURCHASERS

 

(a)               The Purchaser undertakes that he shall, immediately upon the signing of this Agreement, apply to the Council of Ministers and provide to them all such information as is required for the purpose of obtaining the necessary permission for the acquisition of the Property sold under this Agreement in accordance with the provisions of the Immovable Property Acquisition (Aliens) Law, CAP. 109 (as amended) or any law amending or substituting the same.

(b)               The Purchaser acknowledges that he has seen and inspected the Property or has arranged for it to be inspected on his behalf and declares that he has full notice of its actual state and condition and declares that he is fully satisfied with the property and that he will accept in the same condition as it was on inspection.


11.              TRANSFER FEE


Any transfer fees and expenses for the transfer of the Property into the name of the Purchaser will be exclusively borne by the Purchaser.


12.              DISTRICT LANDS OFFICE


Notwithstanding the provision as to damages and notwithstanding any provision hereinbefore set out, the Purchaser does not have the right to deposit and/or lodge this Agreement at the Land Registry, except after the full payment of the Purchase Price from the Purchaser to the Vendor as provided in Clauses 5 and 6 above. The parties agree that the original agreements will be kept by the Vendor and her lawyers, as stipulated in paragraph 18.2 of this Agreement.


13.               STAMP DUTY


The Purchaser shall pay the necessary stamp duty on this Agreement. The Purchaser shall give to the Vendor’s Lawyers namely ………………………………………. the amount to stamp the Agreement and same day the Vendor’s Lawyers will provide to the Purchaser copy of the duly stamped agreement for submission for the requested application permission to acquire property in Cyprus.

 

14.              DUES

 

As from the date of delivery and possession of the Property to the Purchaser, the Purchaser shall be liable to pay all taxes, duties, charges, fees, levies and burdens of whatsoever nature relating to the Property (including charges for the operation of telephone(s), if any and the charges for consumption and/or use of electricity and water) and all burdens present and future which are in any way related or attributed to the ownership, occupation, possession or use of the Property, including the charges and fees payable for removal of rubbish for the disposal of waste, for the connection and use by the Property of any local or central sewage system etc. Prior to the date of delivery of the free possession of the Property to the Purchaser, the Vendor shall be responsible for the payment of all the dues referred to hereinabove.

 

15.              GOVERNING LAW


This Agreement shall be governed by the Laws of Cyprus and the Courts of Cyprus shall have exclusive jurisdiction for any claim, dispute or difference arising out of or in connection with this Agreement.


16.              SEVERABILITY CLAUSE

 

In case one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision and this Agreement shall be reformed and construed so that it will be valid, legal and enforceable to the maximum extent permitted by law.


17.              ENTIRE AGREEMENT

 

This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, between the Parties in respect to the matters contained in this Agreement. Any waiver, modification or consent with respect to any provision of this Agreement shall be set forth in writing and duly executed by or on behalf of the Party to be bound thereby. No waiver by any Party of breach hereunder shall be deemed a waiver of any other or subsequent breach.


18.              VARIOUS TERMS


18.1     It is agreed and understood between the Parties that this Agreement will be automatically terminated due to Purchaser’s fault, if the Purchaser does not proceed with the full payment of the Purchase Price as stipulated in Clauses 5(b) above on the Closing Date and in such an event the parties agree that the Vendor will have the right to withhold as fair damages the amount of …………………..mentioned in paragraph 5(1).  


18.2     Until the day on which the Vendor and the Purchaser proceed at the Land Registry, to effect the transfer of the Property and the payment of the Purchase Price, the original sets of this Agreement shall be kept by the Vendor’s advocates, namely ………………………………………………………shall provide to the Purchaser copy of this Agreement stamped, in order to proceed with the application to obtain the approval from the Council of Ministers for the purchase of the Property.


19.3     This Agreement may be amended, or supplemented, by the written consent of both Parties.

 

19.              BREACH OR DEFAULT

 

The Annexes and/or Exhibits of this agreement are true and correct and form an integral part of this Agreement and are binding for the Parties

All terms of this Agreement and/or clauses and/or conditions are of the essence and any Party in breach of any term and/or clause and/or condition of this Agreement shall be liable to the payment to the other of damages in respect thereof, except where it is specifically otherwise provided in this Agreement, and/or the innocent Party shall be entitled to terminate this Agreement.

 

IN WITNESS whereof the Parties hereto have hereunto set their respective seals and signatures, the day and year first above written.



THE VENDOR                                                                                  WITNESS 1

           

 

 

………………………….

Name:

ID:

………………………………...................…

Signed by Mr. QQQQQQQ QQQQQQQQQ

Pursuant to a Power of Attorney

For and on behalf of

……………………………………….

 

 

 

THE PURCHASER                                                                            WITNESS 2

           

 

 

……………………………

Name:

ID:

………………………….......................…………

Signed by Mr. QQQQQQQQ QQQQQQQ

Pursuant to a Power of Attorney

For and on behalf of

…………………………………………….


For further information on this topic please contact Ms. Nada Starovlah (nstarovlah@pittaslegal.com) at SOTERIS PITTAS & CO LLC, by telephone (+357 25 028460) or by fax (+357 25 028461)




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