PORTION NO. ____________________

OF ERF 579 FRANSCHHOEK TO BE SUBDIVIDED

DEED OF SALE

(Plot and Plan)

LA DEMEURE FRANSCHHOEK

Made and entered into by and between:

LEWIS MANHATTAN INVESTMENTS (PTY) LIMITED

Registration No. 2016/311880/07

(herein represented by Richard Lewis or Arno Fourie

duly authorised hereto in terms of a Resolution)

("the Seller")

And

LEWIS MANHATTAN CONSTRUCTION (PTY) LIMITED

Registration No.

(herein represented by Richard Lewis or Arno Fourie

duly authorised hereto in terms of a Resolution)

("the Builder")

And

2

_____________________________________________________

whose full particulars appear in the Information Schedule, forming an integral part of this Agreement

(“the Purchaser”)

The Seller and the Purchaser mentioned in the Information Schedule hereby enter into an Agreement of

Sale for the sale and purchase of the Property as described in C1 of the Information Schedule for the

purchase price recorded in E1 of the Information Schedule and on the terms set forth in the Information

Schedule, the Terms and Conditions and Annexures A – C together with any addendums in respect of the

Annexures.

The Builder and the Purchaser mentioned in the Information Schedule hereby simultaneously enter into

an Building Agreement for the erection of a Dwelling described in D of the Information Schedule for the

purchase price recorded in E2 of the Information Schedule and on the terms set forth in the Information

Schedule, the Terms and Conditions and Annexures A – C together with any addendums in respect of the

Annexures.

3

SIGNED AT ________ THIS DAY OF 20_____

AS WITNESSES:

1.

2.

for and on behalf of the SELLER, the signatory

warrants his/her authority hereto

SIGNED AT ________ THIS DAY OF 20_____

AS WITNESSES:

1.

2.

for and on behalf of the BUILDER, the signatory

warrants his/her authority hereto

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SIGNED AT _________ THIS DAY OF __ _20_____

AS WITNESSES:

1.

2. ____

PURCHASER, the signatory warrants his/her

authority hereto, where applicable

SIGNED AT__________________________THIS______DAY OF____________________20____

AS WITNESSES:

1.

2.

2ND PURCHASER / 1ST PURCHASER’S SPOUSE (if

applicable

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A SELLER AND BUILDER

A1 Full name Seller

Full name Builder

LEWIS MANHATTAN INVESTMENTS (PTY) LIMITED

A2 Registration No.

Registration No.

2016/311880/07

A3 Address in full (both Seller

and Builder)

(street and postal address)

357 Bear Creek Boulevard, Pearl Valley Golf Estate,

Paarl, 7646

A4 Telephone 0827728299

A5 E-mail Richard@lewismanhattan.co.za

B PURCHASER

B1 Full names

B2 ID/Registration No(s)

B3 Address in full

(street and postal addresses)

Code ____________________

Code ____________________

B4 Marital status

B5 In / out of community

6

B6 Telephone (W)

(H)

B7 Cell Phone

B8 E-mail

B9 Signatory for Purchaser: Full names: 1)

Full names: 2)

Capacity: 1)

Capacity: 2)

C THE PROPERTY

C1 Description Portion _____ of the proposed subdivision of Erf 579,

Franschhoek in the development known as La Demeure

Franschhoek

C2 Extent Approximately _____________________square metres

C3 Estimated Transfer Date As soon as possible after the fulfilment of all suspensive

conditions.

D DWELLING

D1 House Type

D2 Commencement Date On a date after the Transfer Date to be agreed between

the Builder and the Purchaser. In the event of no

agreement being reached within 3 (three) months of

the Transfer Date then on a date to be determined by

the Architect in his sole discretion.

D3 Estimated Completion Date Within 9 (nine) months from the Commencement Date

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E PURCHASE PRICE, DEPOSIT

AND BOND

E1

Purchase Price for Property

(ERF) (inclusive of VAT)

R___________________________________________

E2 Construction Price (inclusive

of VAT) payable for Dwelling

House on the Property)

R__________________________________________

SEE ANNEXURE A (PART A) CLAUSE 3

E3 Total Price for Property and

Dwelling

R___________________________________________

E4 Deposit (10% of the

Property/Erf Price)

R___________________________________________

E5 Amount of Bond required, if

any

R___________________________________________

E6 Balance of purchase price

payable

R___________________________________________

F Estimated Monthly Levies R2000.00 (Two Thousand Rand)

G SELLING AGENCY

CONTACT DETAILS

SELLING AGENT

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H CONVEYANCER ABRAHAMS & GROSS ATTORNEYS

CONTACT: Nicholas Hayes

(021) 422 1223/Nicholas@abgross.co.za

4th FLOOR TOWERS SOUTH, 2 HEERENGRACHT STR

CNR HERTZOG BOULEVARD, CAPE TOWN, 8000

BANK DETAILS:

Abrahams & Gross Trust Account

Bank: Nedbank Limited

Account No: 1232078573

Branch Name: Nedbank (South Peninsula)

Branch Code: 123209

Swift Code: NEDSZAJJ

Reference: Unit No ____ (SURNAME)

SUMMARY OF ANNEXURES

Annexure A Building Agreement (together with Addendums)

Annexure B Site Development Plan/Subdivisional Plan

Annexure C Property Owners Association Constitution

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STANDARD TERMS AND CONDITIONS

1. PREAMBLE

1.1 Lewis Manhattan Investments (Pty) Limited in it’s capacity as Seller of the Property

has agreed to sell and the Purchaser has agreed to purchase the Property as

described in C1 of the Information Schedule prefixed hereto, subject to the

fulfilment of the conditions precedent recorded in this agreement.

1.2 Lewis Manhattan Construction (Pty) Limited in it’s capacity as Builder has agreed

to erect a residential dwelling on the Property after the Transfer Date and subject

to the terms and conditions recorded in this agreement, these Standard Terms and

Conditions and the terms and conditions as recorded in the Annexures and

Addendums hereto.

2. INTERPRETATION

2.1 In this agreement, unless the context otherwise indicates:

2.1.1 “the Architect" means Smith and Smith Architects or such other

registered architect as appointed by the Seller;

2.1.2 "Completion Certificate" means the completion certificate/s issued by

the Architect;

2.1.3 “the Dwelling” or “the Dwelling House” means the residential house to

be constructed by the Builder on the property for and on behalf of the

Purchaser as per the Annexures and Addendums hereto;

2.1.4 “the Development” means the proposed development comprising 56

subdivided portions of Erf 579 Franschhoek to be known as La

Demeure Franschhoek or such alternate name as may be stipulated by

the Seller in its sole discretion;

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2.1.5 “the Information Schedule” means the information schedule prefixed

hereto which shall be deemed to be incorporated in this agreement

and shall be an integral part thereof;

2.1.6 “the Building Agreement” means the agreement in Annexure A (PART

A) hereto;

2.1.7 “the Prime Rate” means a rate of interest per annum which is equal to

the published minimum lending rate of interest per annum,

compounded monthly in arrear, charged by Nedbank Bank Limited on

the unsecured overdrawn current accounts of its most favoured

corporate clients in the private sector from time to time. (In the case

of a dispute as to the rate so payable, the rate may be certified by any

manager or assistant manager of any branch of the said bank, whose

decision shall be final and binding on the parties);

2.1.8 “the Property” means the property sold by the Seller to the Purchaser

in terms of this agreement as identified in C1 of the Information

Schedule, comprising a residential erf whereon the Builder is to erect a

residential Dwelling for the Purchaser;

2.1.9 “the Property Owners Association Constitution” means the

constitution adopted for the property owners which shall be

substantially in accordance with the constitution as per Annexure “D”

and shall be subject to any such amendments as may be required by

the local authority.

2.1.10 "the Builder" means the party described as such in the Information

Schedule, namely Lewis Manhattan Construction (Pty) Limited,

Registration Number ;

2.1.11 “the Purchaser” means the party/ies described as such in the

Information Schedule;

2.1.12 “the Seller” means the party described as such in the Information

Schedule, namely Lewis Manhattan Investments (Pty) Limited,

Registration Number 2016/311880/07;

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2.1.13 “the Seller’s attorneys” means Abrahams & Gross Attorneys, 4th Floor,

Towers South, 2 Heerengracht Street, Foreshore, Cape Town 8001, Tel

(021) 422 1323, (Ref: N HAYES; Nedbank Trust Account Details:

Abrahams & Gross, Account Number 1232078573, Branch Code:

123209, Swift Code: NEDSZAJJ);

2.1.14 “the Signature Date” means the date upon which this agreement is

signed by the party who signs same last in time;

2.1.15 “the Subdivisional Plan/Site Development Plan” means the draft Site

Development Plan annexed - Annexure "B";

2.1.16 “Transfer Date” means the date of registration of transfer of the

Property in the name of the purchaser in the deeds office;

2.1.17 “VAT” means value-added tax at the applicable rate in terms of the

Value Added Tax Act No 89 of 1991 or any statutory re-enactment or

amendment thereof.

2.2 The headnotes to the paragraphs in this agreement are inserted for reference

purposes only and shall not affect the interpretation of any of the provisions to

which they relate.

3. SALE OF THE PROPERTY AND CONSTRUCTION OF DWELLING HOUSE THEREON

3.1 The Seller hereby sells and the Purchaser hereby purchases the Property, subject

to and upon the terms and conditions contained in this Agreement.

3.2 The Builder hereby agrees to build a Dwelling House as specified in the Annexures

and Addendums hereto on the Property, subject to and upon the terms and

conditions contained therein.

4. PURCHASE PRICE AND METHOD OF PAYMENT

4.1 The Purchase Price of the Property shall be the amount stated in paragraph E1 of

the Information Schedule regardless of the final extent of the Property as reflected

on the draft Subdivisional Plan attached marked Annexure ”B” .

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4.2 The Construction Price payable for the Dwelling to be erected on the Property shall

be the sum referred to in paragraph E2 of the Information Schedule.

4.3 The Purchaser shall pay the Seller’s attorneys the Deposit as stated in paragraph E4

of the Information Schedule within 7 (seven) days of signature of this agreement.

Such deposit shall be held in trust by the Seller’s attorneys and invested in an

interest bearing account in accordance with the provisions of in s86(4) and s86(5)

of the Legal Practice Act 28 of 2014, with 5% of the interest accrued to be paid to

the Attorneys Fidelity Fund, and the balance thereof to be paid to the purchaser.

The provisions of this clause 4.3 shall constitute authority to the Conveyancers to

invest the deposit in terms of Section 86(4) and 86(5) of the Legal Practice Act 28

of 2014.

4.4 The balance of the Purchase Price of the Property shall be paid to the Seller on the

transfer date.

4.5 Within 21 (twenty one) days after signature of this agreement, the Purchaser shall

furnish the Seller/Builder with an irrevocable guarantee issued by a registered

commercial bank for the due payment of the balance of the purchase price of the

Property and for payment of the Construction price for the Dwelling or, in the

event of the Purchaser requiring a mortgage bond for purposes of acquiring the

Property and for the Construction of the Dwelling then, within 21 (twenty one)

days of securing a mortgage bond as provided for in 8.1 hereunder.

4.6 Alternatively to 4.5 above, the Purchaser shall be entitled to pay into the trust

account of the Seller’s attorneys the balance of the purchase price of the Property,

to be held by such attorneys in an interest bearing trust account, interest to accrue

for the benefit of the Purchaser until the date upon which payment of the relevant

amount falls due to the Seller/Builder. Should the Purchaser elect to deposit the

relevant amounts with the attorneys as contemplated aforesaid, the Purchaser

shall irrevocably authorise the attorneys to release from the funds so received the

payments due to the Seller/Builder in terms of the provisions of this agreement.

4.7 The Purchaser hereby undertakes to provide the Seller’s attorneys with all such

information and/or documentation required in order to comply with the Financial

Intelligence Centres Act No. 38 of 2001 requirements, which information shall

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include, but not be limited to, proof of the Purchaser's Income Tax Registration

Number, residential address and certified copies of identity documents , Company

or Trust documentation as the case may be.

4.8 The Purchaser hereby acknowledges that he is aware that no monies can be

invested as provided for herein until such time as the information required in

terms of 4.7 is furnished to the Seller’s attorneys.

4.9 All amounts payable by the Purchaser in terms of this agreement shall be paid to

the Seller’s attorneys free of bank charges or commission at Cape Town and

without deduction or set off by means of a bank guaranteed cheque or a cheque

drawn by a registered South African commercial bank.

5. EXTENT AND TITLE CONDITIONS

5.1 The Purchaser shall accept transfer of the Property subject to all conditions and

servitudes benefiting or burdening the Property imposed by any competent

authority.

5.2 The Purchaser acknowledges that any boundary walls which may be depicted on

the plans may or may not fall within the boundaries of his Property with a

possible resultant reduction in the physical size of his Property, in which event

the Purchaser agrees that he shall have no claim whatsoever against the Seller.

5.3 The Purchaser acknowledges that, in using the Property, he will be bound by all

the approvals of and conditions of approvals imposed by all relevant authorities;

6. TRANSFER OF THE PROPERTY

6.1 Transfer of the Property shall be passed by the Seller’s attorneys and shall be given

and taken upon the estimated Transfer Date as recorded in paragraph C3 of the

Information Schedule or as soon as is reasonably possible thereafter.

6.2 The Purchaser shall pay all costs of transfer (plus VAT on such costs), costs of all

necessary affidavits and all other costs which have to be incurred in order to

comply with the statutes or other enactments or regulations relating to the passing

of transfer of the Property. All mortgage bond related costs will be for the account

of the Purchaser.

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6.3 Transfer of the Property shall not be passed until such time as the total cost for the

Property and the Dwelling as indicated in E3 has been secured by the Purchaser to

the satisfaction of the Seller in its sole discretion.

6.4 Should the Purchaser in any way delay the transfer of the Property, then without

prejudice to any other rights or remedies of the Seller in terms of this agreement,

the Purchaser, with effect from the date which the Seller’s attorneys certify to be

the date upon which transfer ought reasonably to have been registered but for

such delay, shall pay to the Seller:

6.4.1 interest at the rate charged from time to time (and certified) by the bank

providing the Seller with development finance for the Development;

6.4.2 the pro rata rates, taxes and levies and other proprietary charges

payable in respect of the Property.

7. POSSESSION, OCCUPATION, RISK AND PROPRIETARY AND MUNICIPAL CHARGES

7.1 The Seller shall give the Purchaser possession of the Property on the Transfer Date.

7.2 All risk and benefit in the Property shall be passed to the Purchaser on the Transfer

Date.

7.3 The Purchaser shall be liable for a pro rata share of rates, taxes, levies and other

proprietary charges payable in respect of the Property with effect from the

Transfer Date.

7.4 The Purchaser shall refund to the Seller a proportionate share of such charges

paid by the Seller in advance and the Purchaser shall on demand pay to the

Conveyancers an estimated pro rata portion of such rates etc. in advance to

enable the said Conveyancer to pay such rates etc. before registration of transfer.

7.5 It is specifically recorded that although possession (risk) shall pass on the Transfer

Date, Occupation shall be given to the Builder to complete The Works per the

Building Agreement annexed marked “Annexure A”.

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8. BOND

Should the Purchaser signify on the Information Schedule that he shall require a loan to part

finance the acquisition of the Property (and/or the Dwelling to be erected in terms of the

Building Agreement) against the security of the mortgage bond to be registered over the

Property then:

8.1 this Agreement is subject to the Purchaser obtaining the approval of a loan in

principle from a bank or other recognized financial institution for the amount (if

any) stated in paragraph E5 of the Information Schedule within 21 (Twenty One)

days of the date of signature hereof which period shall automatically be extended

by a further 14 (fourteen) days or such further extended period as the Seller may

determine should the loan not be granted within the initial 21 (Twenty One) day

period;

8.2 should the Seller elect to extend the period within which the loan is to be granted,

the Seller and/or its agent shall be entitled to apply for the loan to any financial

institution on behalf of the Purchaser and the Purchaser hereby grants to the Seller

and/or its agent an irrevocable power of attorney in rem suam to make application

on its behalf in this regard for the duration of the extended period;

8.3 the Purchaser undertakes to sign all documents and do all things necessary to

ensure the successful granting of the loan. Without derogating from the generality

of the aforegoing, the Purchaser shall make a written application for the loan

within 3 (three) days after signature of this Agreement and should such application

be unsuccessful, the Purchaser shall, until the expiry of the initial period or the

extended period (as the case may be) nevertheless continue to use its best

endeavours and to do all things that may be necessary in order to obtain the loan

elsewhere;

8.4 The Purchaser agrees that the Agent shall cause an Ooba mortgage bond

consultant to contact the Purchaser in this regard and to apply for and obtain

bond finance for the amount stipulated in paragraph E5 of the Information

Schedule at the prevailing rates of any major financial institution, within the

period (or extended period as the case may be) as provided for in paragraph 8.1

above.

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8.5 the Purchaser undertakes to request that the financial institution from which the

Purchaser obtains the loan instructs attorneys Abrahams & Gross attorneys, to

attend to the registration of such bond due to the fact that this transaction forms

part of a development sale by the Seller which is being attended to by the Sellers

attorneys;

8.6 all costs to be associated with the registration of the mortgage bond to secure

the loan to be taken up by the Purchaser shall be for the account of the

Purchaser.

8.7 upon the issue to the Purchaser by the said financial institution of a written

quotation and a written pre-agreement statement (as contemplated in section 92

of the National Credit Act, No 34 of 2005) in respect of the mortgage loan in the

said amount whether or not such quotation or pre-agreement statement is

accepted by the Purchaser, the mortgage loan shall be deemed to have been

approved.

8.8 In the event of the Construction Price being partly or entirely financed by a

building loan secured by a mortgage bond obtained from a bank or other approved

financial institution then:

8.8.1 as security for due payment the Purchaser irrevocably cedes to the Seller the

total proceeds of the building loan;

8.8.2 the Seller is hereby irrevocably authorised and empowered to receive direct

payment of the balance of the building price from the financial institution

concerned and the Purchaser agrees to sign all draw forms that may be

required for purposes of the Purchaser meeting his obligations in terms of

this agreement,provided the Architect has certified such progress.

8.9 The Purchaser undertakes, if so required, to sign the necessary NHBRC forms to

enable the Seller to receive payments on bond withdrawals within 3 (three) days of

being called on to do so by the Seller (if applicable).

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9. BROKERAGE

9.1. The parties record that the agent named in the Information Schedule was the

effective cause of this transaction.

9.2 The Seller shall pay the brokerage to the said agent in accordance with the terms

of the mandate granted to the agent by the Seller.

9.3 The Purchaser warrants and undertakes to the Seller that neither the Seller nor

the Property was introduced to the Purchaser by any party other than the agent

referred to in clause 9.1 above and indemnifies the Seller against any claim for

commission arising from any breach of this warranty.

10. DIRECT MARKETING AND COOLING OFF PERIOD

The Purchaser confirms that it did not enter into this Agreement as a result of direct

marketing.

11. SHOWHOUSE

The Seller and/or its appointed agent shall be entitled to make use of the Property and

residential Dwelling erected thereon for marketing and show house purposes until date of

Occupation by the Purchaser.

12. BREACH BY PURCHASER

12.1 If the Purchaser commits a breach of this Agreement and/or fails to comply with any

of the provisions hereof, then the Seller and/or Builder shall be entitled to give the

Purchaser 7(seven) days’ notice in writing to remedy such breach and/or failure and

if the Purchaser fails to comply with such notice, then the Seller and/or Builder shall

forthwith be entitled (but not obliged) without prejudice to any other rights or

remedies which the Seller and/or Builder may have in law, including the right to

claim damages:

12.1.1 to cancel this Agreement (in which event the Purchaser shall forfeit all

monies paid to the Seller and/or Builder, its attorneys or its agent(s) in

terms of this Agreement); or

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12.1.2 to claim immediate performance and/or payment of all the obligations

of the Purchaser in terms of this Agreement, including payment of

unpaid balance of the purchase price.

12.2 Should the Seller and/or Builder take steps against the Purchaser pursuant to a

breach by the Purchaser of this Agreement, then without prejudice to any other

rights which the Seller and/or Builder may have, the Seller and/or Builder shall be

entitled to recover from the Purchaser all legal costs incurred by it including

attorney/client charges, tracing fees and such collection commission as the Seller

and/or Builder is obliged to pay to its attorneys.

12.3 Without prejudice to all or any of the rights of the Seller and/or Builder in terms of

this Agreement, should the Purchaser fail to pay any amount due by the Purchaser in

terms of this Agreement on the due date, then the Purchaser shall pay the Seller

and/or Builder interest thereon at the prime rate plus 3% (three percent) calculated

from the due date for payment until the actual date of payment, both dates

inclusive.

12.4 The Seller and/or Builder shall be entitled at its option to institute any legal

proceedings which may arise out of or in connection with this Agreement in any

magistrate’s court having jurisdiction, notwithstanding the fact that the claim or

value of the matter in dispute might exceed the jurisdiction of such magistrate’s

court in respect of the cause of action or the amount claimed.

12.5 In the event of the Purchaser being provisionally or finally sequestrated or liquidated,

the Seller shall enjoy the same rights as set out above.

13. ARBITRATION

13.1 Other than disputes relating to defects, any disputes, questions or differences arising

at any time between the parties to this agreement out of or in regard to any matters

arising out of; or the rights and duties or any of the parties hereof; or the

interpretation of; or the termination of; or any matter arising out of the termination

of; or the rectification of this Agreement, shall be submitted to and decided by

arbitration on notice given by either party to the other of them in terms of this

clause.

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13.2 There will be one arbitrator who will be a practising junior member of the Cape Bar of

not less than 10 (ten) years’ standing.

13.3 Any party may declare a dispute by giving written notice to the other party to that

effect. Thereafter the declaring party shall within 7 (seven) days submit a written

request to the Chairman for the time being of the Cape Law Society to appoint the

arbitrator and send a copy of the request to the other party.

13.4 The arbitrator, who shall act as an expert, shall have the powers conferred upon an

arbitrator under the Arbitration Act No. 42 of 1965, as amended or re-enacted in

some other form from time to time but will not be obliged to follow the

procedures described in the Act and will be entitled to decided on such procedures

as he may consider desirable for the speedy determination of the dispute.

13.5 The arbitration shall be held in Cape Town in accordance with the provision of the

Arbitration Act referred to above, save that the arbitration shall be informal and if

possible, the arbitration shall be held and concluded within twenty one days after it

has been demanded.

13.6 The decision of the arbitrator, including any order as to the costs of the arbitration,

shall be final and binding on the parties and may be made an order of any court of

competent jurisdiction. Each of the parties hereby submits itself to the jurisdiction of

the Cape High Court of South Africa should any party wish to make the arbitrator’s

decision an order of the court.

13.7 This clause shall constitute each party’s irrevocable consent to the arbitration

proceedings and no party shall be entitled to withdraw here from or to claim at such

arbitration proceedings that it is not bound by this clause.

13.8 This clause is severable from the rest of the agreement and shall therefore remain in

effect even if this agreement is terminated.

14. COMPANY TO BE FORMED

If the person signing as Purchaser acts or purports to act as agent or trustee for a company

not yet incorporated or formed:

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14.1 such person undertakes personally that the company will be formed within 30 (thirty)

days of signature and will within 14 (fourteen) days of being incorporated or formed,

adopt or ratify this agreement without modifications.

14.2 if the said company is not formed within the period prescribed in clause 14.1, or

having been incorporated or formed does not adopt or ratify this agreement within

the period of 14 (fourteen) days, then such person shall be deemed to be the

Purchaser in terms of this agreement.

14.3 if the said company is formed and does adopt or ratify this Agreement as

contemplated in clause 14., then such person is hereby bound in favour of the seller

as surety and co-principal debtor in solidum, under renunciation of the benefits of

division, excussion and cession of action, for the due performance of all the

obligations of the said company or close corporation in terms of or arising out of:-

14.3.1 this Agreement; or

14.3.2 any cancellation of this Agreement; or

14.3.3 section 35 of the Insolvency Act No. 24 of 1936, as amended, pursuant to

the abandonment by a liquidator or cancellation by a Court of this

Agreement, in the event of the of the said company being wound-up.

15. COMPANY OR TRUST ALREADY FORMED

If this Agreement is signed by a person acting or purporting to act for and on behalf of a

company, or trust (other than one not yet incorporated or formed) such person hereby

warrants that the company, or trust as the case may be is in existence and is registered and

that he is duly authorised to sign this Agreement on its behalf, and he is hereby bound in

favour of the Seller as surety and co-principal debtor in solidum, under renunciation of the

benefits of division, excussion and cession of action, for the due performance of all the

obligations of the said company or trust in terms of or arising out of:-

15.1 this Agreement; or

15.2 any cancellation of this Agreement; or

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15.3 section 35 of the Insolvency Act No. 24 of 1936, as amended, pursuant to the

abandonment by a liquidator or cancellation by a Court of this Agreement, in the

event of the said company, close corporation or trust being wound-up.

16. CO-OPERATION

16.1 Each of the parties hereby undertakes to

16.1.1 sign and/or execute all such documents (and without limiting the

generality of the aforegoing, same shall include the execution of the

necessary power of attorney and transfer duty declarations); and

16.1.3 pass, and to procure the passing of all such resolutions of directors or

shareholders of any company, or members of any close corporation,

or trustees of any trust, as the case may be;

to the extent that the same may lie within the power of such party and may be

required to give effect to the import or intent of this agreement, and any contract

concluded pursuant to the provisions of this agreement.

16.2 The Purchaser undertakes to sign all necessary transfer and bond documents and

to pay all costs of bond transfer within 5 (five) days of having been requested to do

so by the Seller’s Attorneys.

17. NOTICES AND DOMICILIA

17.1 Each of the parties chooses as its exclusive address/es (“domicilium”) for the

purposes of the giving of any notice, the serving of any process and for any other

purposes arising from this agreement at their respective addresses, e-mail addreses

or telefax numbers set forth in the Information Schedule.

17.2 Each of the parties shall be entitled from time to time, by written notice to the other

to vary its exclusive address/es to any other address within the Republic of South

Africa which is not a post office box.

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17.3 Any notice given and any payment made by a party to any of the others (“the

addressee”) which:

17.3.1 is delivered by hand during the normal business hours of the

addressee at the addressee’s exclusive address for the time being

shall be presumed, unless the contrary is proved by the addressee,

to have been received by the addressee at the time of delivery;

17.3.2 is posted by prepaid registered post from an address within the

Republic of South Africa to the addressee at the addressee’s

exclusive address for the time being shall be presumed, unless the

contrary is proved by the addressee, to have been received by the

addressee on the fourth day after the date of posting.

17.4 Where, in terms of this Agreement any communication is required to be in writing,

the term “writing” shall include communications by e-mail and/or facsimile.

Communications by e-mail and/or facsimile shall, unless the contrary is proved by

the addressee, be deemed to have been received by the addressee 1 (one) hour after

the time of transmission.

18. PROPERTY OWNERS ASSOCIATION

18.1 It is recorded that a property owners association shall be established for the benefit

of all owners of properties within the Development as depicted on the Site

Development Plan marked Annexure “B” and as provided for in the Constitution as

per Annexure “C”.

18.2 The Purchaser shall automatically become a member of the property association

against transfer of the Property and shall remain a member as long as the Purchaser

is the registered owner thereof.

18.3 The Purchaser shall be liable for the payment of levies to the property owners

association estimated to be the amount referred to in F of the Information Schedule.

18.4 The Purchaser acknowledges that he has acquainted himself with the constitution

of the property association as per Annexure “B”.

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18.5 The Seller shall register a title deed condition against the Property in terms of

which the Property shall not be transferred without the written consent of the

property owners association in terms of the constitution.

18.6 The Purchaser acknowledges that until such time as all the buildings on the

properties forming part of the Development have been completed, the Seller shall

be entitled to approve all building plans on behalf of the property owners

association.

18.7 The Purchaser authorizes the Seller to sign, as agent of the property association any

such waivers as may be required by the financial institutions who will register

mortgage bonds over properties forming part of the Development.

19. BUILDING ACTIVITIES

19.1 The Purchaser acknowledges that the building activities to be carried out on the

properties forming part of the Development may result in the Purchaser suffering

inconvenience due to, amongst other, dust, noise, and other inconveniences

associated with construction activities.

19.2 The Purchaser shall have no claims against the Seller arising from clause 12.1

above.

20. RE-SALE OF PROPERTY & DISPLAY OF BOARDS

20.1 The Purchaser shall not be entitled to on-sell the Property before the purchaser has

taken occupation of the Dwelling, or display, or allow to be erected or displayed, any

boards at the Property without the prior written consent of the Seller.

20.2 The Purchaser shall allow the Seller to display a company profile or sold board at the

boundary of the Property for a period not exceeding 30 days after registration of

transfer of the Property.

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21 SELLERS SUSPENSIVE CONDITIONS

This Agreement is subject to

21.1 the Seller obtaining the necessary approval to subdivide Erf 579 into the proposed 56

portions (or such revised plan as the Seller in its sole discretion may submit) as

indicated on Annexure B (“the Site Development Diagram”) by no later than 30 June

2020 which time period can be extended by the developer in its sole discretion for a

further 6 (six) months (the “extended date”);

21.2 the Seller by no later than 30 June 2020 or the extended date, whichever is the later

confirming in writing that the Development is, in its sole discretion feasible and

viable;

21.3 the Seller by no later than 30 June 2020 or the extended date, whichever is the later,

achieving sufficient sales, the value of which will be sufficient, in its sole discretion to

ensure that clause 21.2 above is complied with.

21.4 The conditions contained in 21.1 to 21.3 above are inserted for the sole benefit of

the Seller who shall be entitled to waive the same in writing at any point prior to the

lapsing thereof;

22. GENERAL PROVISIONS

22.1 This Agreement constitutes the sole and entire agreement between the parties and

no warranties, representations, guarantees or other terms and conditions of

whatsoever nature not contained or recorded herein shall be of any force or effect.

22.2 No variation of the terms and conditions of this Agreement or any consensual

cancellation thereof shall be of any force or effect unless reduced to writing and

agreed by the parties or their duly authorized representatives.

22.3 No indulgence, which the Seller may grant to the Purchaser, shall constitute a

waiver of any of the rights of the Seller who shall not thereby be precluded from

exercising any rights against the Purchaser which may have risen in the past or

which might arise in the future.

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22.4 The Purchaser warrants that all consents required in terms of the Matrimonial

Property Act No. 88 of 1984 have been duly furnished.

22.5 Each provision in this Agreement and any Annexure hereto is severable from all

others, notwithstanding the manner in which they may be linked together

grammatically or otherwise, and if in terms of any judgment and/or order any

provision, phrase, sentence, paragraph and/or clause is found to be defective or

unenforceable for any reason, the remaining provisions, phrases, sentences,

paragraphs and clauses shall nevertheless continue to be of full force and effect. In

particular, and without limiting the generality of the aforegoing, the Parties hereto

acknowledge their intention to continue to be bound by this Agreement

notwithstanding that any provision may be found to be unenforceable or void or

voidable, in which event the provision concerned shall be severed from the other

provisions, each of which shall continue to be of full force and effect.

22.6 It is hereby recorded that the headings to the clauses in this Agreement are

inserted for information only and will have no relevance in the interpretation

thereof. The singular shall be deemed to include the plural (and vice versa) and the

one sex the other.

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ANNEXURE A

BUILDING AGREEMENT

(PART A)

1. THE AGREEMENT:

The Builder undertakes in a proper and workmanlike manner to erect a Dwelling House and

outbuildings (“the Works”) on the Property in accordance with the Approved Building Plan

and the Specifications and Finishing Schedules (Addendum “A1” and “B1” as contained in

Part B of this contract), which was signed together with this Agreement. The Contract Sum

as Payment for this Agreement, subject to any variations as referred to in Part B clause 5

hereto, which sum (which is inclusive of VAT) shall be payable by the Purchaser to the Builder

as specified in Part B clause 3 hereto.

2. TERMS AND CONDITIONS

This Agreement shall be subject to all the Terms and Conditions already referred to above

and furthermore to the Terms and Conditions referred to in all parts hereafter, namely

Building Agreement (Part A)

Schedule of Terms (Part B)

Schedule of Costs (Part C)

Approved Building Plan (Addendum “A1”)

Specifications (Addendum "B1 ")

Schedule of Variations (Addendum "C1")

Guarantees (Addendum "D1")

which documents constitutes the entire agreement concluded between the parties.

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3. CONSTRUCTION PRICE

The Construction Price, subject to the variations referred to in Part B herein, will be the

amount as indicated on E2 of the Schedule.

This will also include the costs payable by the Builder as stipulated in Part C. Such costs will

be payable by the Purchaser to the Contractor as specified in Clause 3 of Part B herein.

4. COMMISSIONS

Agent’s Commission will be payable by the Builder to the Agent on the amount payable for

the Works as per the mandate and agreement entered into between the Builder and the

Agent.

5. INSURANCE:

The Builder’s All Risk Policy will cover the Building, while being erected up and until the date

of occupancy by the Purchaser after which date the Purchaser will be liable for the insurance.

6. ACKNOWLEDGEMENT

We, the undersigned, acknowledge that we read through this Agreement, Building Contract,

Schedule of Terms and all parts of this Agreement thoroughly, and declare that we fully

understand the full Agreement and all the parts herein.

28

SIGNED at this day of 201_.

AS WITNESSES: for and on behalf of:

the Builder

1.

2.

Authorised signatory, who warrants that he/she

is duly authorised hereto

SIGNED at this day of 201_.

AS WITNESSES: For and on behalf of:

the Purchaser and Purchasers Spouse

1.

2.

Purchaser or his/her/its duly authorised agent

who warrants that he/she is duly authorised

hereto

29

SCHEDULE OF TERMS TO THE BUILDING AGREEMENT

(PART B)

1. DEFINITIONS

1.1 PLAN (Addendum "A1")

For the purposes of this agreement, the attached Drawings of the Works, subject to

any other modification agreements, which will be submitted to the local municipality

for approval. On approval, the Approved Building Plan will substitute the drawings

and the Approved Building Plan will then be deemed the chosen plan by both parties

herein for this Building Agreement and the execution of the Works as stipulated

herein.

1.2 SPECIFICATIONS (Addendum "B1")

The Detailed specifications, which were signed by the parties, will hereby constitute

the specifications for the works according to the terms of this agreement.

1.3. SCHEDULE OF VARIATIONS (Addendum "C1")

Schedule of variations will be undersigned by both parties and stipulate the

specifications of the Purchaser, extra’s or omission’s to the Approved Building Plan,

the cost of extra works and the procedure for payment for any such extra works.

1.4. THE WORKS

Means, in relation to this agreement and all the Parts and Addendums pertaining to

it and limited to all structures to be erected in accordance with the Approved

Building Plan on the Erf purchased by the Purchaser according to the Deed of Sale

and includes any buildings or structures erected or to be erected by the Builder.

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2. BUILDING PLAN AND SPECIFICATIONS

2.1 In the case of any discrepancy between the Plan and Specifications, the terms of the

Specifications will take precedence over the Plan

2.2 In the case of the Bond Holder or the Local Authority requiring any changes,

amendments or additions to the plan and Specifications, then these changes will be

made in consultation with the Purchaser. Any amendment to the Schedule of

Amendments that is deemed necessary, must be countersigned by both parties with

clear stipulations of the changes / procedures and relevant changes in cost.

2.3 The Purchaser hereby irrevocably gives Power of Attorney to the Seller/Builder to

submit all necessary documentation to the Local Authorities for approval, should the

same be required.

3. PAYMENT OF THE CONTRACT SUM

3.1 Payment of the contract sum shall be made by the Purchaser to the Builder in

progress payment instalments as the Works progress as follows:

3.1.1 25% on completion of the Floor Slab

3.1.2 25% on completion of the Roof Construction

3.1.3 25% on completion of Ceilings, Plaster Work, Windows and Doors

3.1.4 20% on completion of Cupboards and Sanitary Ware

3.1.5 The balance on completion and Presentation of the Occupation Certificate

from the Local Authority

3.2. Should any amounts not be paid by the Purchaser on due date, interest will be

charged in accordance with Clause 6.3.1 of the Agreement of Sale.

3.3 If the Building Works are financed by a Financial Institution, the Purchaser hereby

empowers and authorises the Builder to receive progress payments from the

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financial Institution. The Purchaser / Owner will furthermore be liable for any interim

interest charged by the Financial Institution.

3.3.1 The Purchaser hereby undertakes to sign 5 (Five) Standard Progress Payment

Documents at the Seller’s attorneys with the signing of Transfer Documents.

The attorneys will hand these signed Progress Payment Documents to the

Builder who shall be entitled to receive the progress payments per 3.1.

above provided the relevant related certification from the Architect that the

necessary progress has been completed is received.

3.4 Should the Building Works not be financed by a Financial Institution, the Purchaser /

Owner will pay into the trust account of the Seller’s attorneys, prior to the Transfer

Date the balance of the purchase price of the Property and the balance of the

construction price for the Dwelling to be erected, to be held by such attorneys in an

interest bearing trust account, interest to accrue for the benefit of the Purchaser

until the date upon which payment of the relevant amount falls due to the Builder.

Should the Purchaser elect to deposit the relevant amounts with the attorneys as

contemplated aforesaid, the Purchaser shall irrevocably authorise the attorneys to

release the funds due to the Builder in terms of the provisions of this agreement and

provided that the Architect approves such releases.

4. COMMENCEMENT AND COMPLETION OF BUILDING WORK

4.1. Should the Commencement or Completion date of the Works be delayed by vis

major, exceptionally inclement weather, non-availability of any materials or labour,

or for any reason beyond control of the Builder, the Purchaser / Owner shall have no

claim against the Builder however arising. In case of such event, the Builder will be

entitled to an extension of the time allocated for the Commencement or Completion

of the Works and the Purchaser will have no right to any claims against the Builder in

such instance, save that the validity of the delays shall be certified by the Architect.

4.2. After the signing of this Contract the Builder will commence with the Works as soon

as possible on condition that the Builder will not be obliged to start with Building

Work until:

32

4.2.1. The Purchaser / Owner provided security to the Builder for Full Payment of

the Contract Sum; and

4.2.2 All Permissions, Approvals, Registrations or other necessary authority has

been received by the Builder;

4.2.3. All Terms and Conditions in this Agreement and annexures/addendums

hereto between the parties have been met in full;

4.3. Should the Commencement date of this Agreement be delayed for more than 170

(one hundred and seventy) days, from the Commencement Date per D2 of the

Information Schedule contained in the Agreement of sale as a result of clause 4.2.1

and/or 4.2.2 not being met, but to no fault on the part of the Builder, then the

Builder shall be entitled to cancel this Agreement in his discretion or shall be entitled

to start negotiations with the Purchaser regarding a change in the Contract Sum.

4.4. The Builder will complete the Works within 270 (two hundred and seventy days)

after Approved Building Plans have been received from the Authorities, subject to

the terms contained in this clause 4.

4.5. Proof of Completion of the Works will be issued should any of the terms in clause 4.6

be fulfilled on such date the Works will be deemed Completed and all responsibilities

of the Builder to the Works will be relieved. The Purchaser will have no further

claims against the Builder regarding the Works.

4.6. Any of the following will be deemed to be proof of the Completion:

4.6.1. The date on which the keys of the Works were formally handed over to the

Purchaser; or

4.6.2. the date on which Occupation of the Works was taken by the Purchaser or

his Agent; or

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4.6.3. notice is given by the Builder that the Works have been finalized, all

inspections have been done and all requirements of the Bond Holder and/or

Local Authorities have been met and it is confirmed that the Works are ready

for occupation by the Purchaser; or

4.6.4. receipt of a signed Certificate form the Architect, certifying that the Works

are completed, which Certificate shall in any event be presented by the

Builder to the Purchaser in the instances referred to in clauses 4.6.1 to 4.6.3

above.

4.7. The Full Contract Sum will be payable immediately prior to Occupation of the

Property. Failure to effect such payment will give rise to interest being payable on

any amounts due to the Builder, which amounts will be calculated in terms of clause

6.3.1 of the Deed of Sale. Failure to pay the Full Contract Sum shall also result in keys

for the Property not being handed over to the Purchaser or his Agent.

4.8. All risk and responsibility will be transferred to the Purchaser on the date of

Occupation.

5. VARIATIONS, EXTRAS AND OMISSIONS

5.1 No dispute with regards to the alterations, extras and/or omissions will deem the

remaining provisions of this contract null and void. The cost to variations, extras

and omissions will be agreed upon by both parties herein and be reduced to writing.

Both parties shall sign the Schedule of variations, extras and omissions pertaining

thereto.

5.2 The cost of Variations, extras and omissions shall be payable prior to the Transfer

Date, and all extras and omissions being executed by the Builder shall be as per the

signed Schedule for variations, extras and omissions.

5.3. Notwithstanding anything to the contrary, the Builder will not be compelled to agree

to the variations, extras and omissions or the execution thereof.

34

6. OCCUPATION

The Builder will be given occupation of the Property to commence the Works and shall retain

Occupation of the Property until all moneys owed to the Builder have been paid in full

according to the Terms and Conditions as set out in this Agreement.

7. PUBLIC LIABILITY INSURANCE

The Builder shall take out Public Liability Insurance for the Works, which Public Liability

Insurance shall be in place from the date on which the Works commence to the completion

date of the Works as stipulated in clause 4.

8. CESSION OF GUARANTEES

All guarantees, as received by the Builder in terms of any items incorporated in the Works,

shall be ceded to the Purchaser, for guarantees the Builder is entitled to cede.

9. JOINT PURCHASERS

In the event the Purchaser constituting one or more persons (“Joint Purchasers”), then all

such Purchasers shall be held liable jointly, severally and in solidum for all monies due to the

Builder in terms of this Agreement. The signature of any of the Purchasers will be deemed

binding on all parties as Purchasers in relation to any Variations, extras and omissions or any

other documentation including the Plan and Working Drawings.

10. INDULGENCE

Notwithstanding any stipulation in this Agreement, any indulgences or extensions of time

granted by the Seller/Builder, will not constitute the waiver of any of the rights of the

Seller/Builder, to claim the fulfilment of the terms and conditions of this Agreement.

35

11. WITHHOLDING OF PAYMENTS

If any work of whatsoever nature is still required to be done as part of Works on the date

that Occupation thereof is tendered to the Purchaser, the Purchaser shall not be entitled to

withhold, set off or retain any amounts owing by the Purchaser to the BUILDER nor shall

the Purchaser be entitled to withhold or rebate payment of any amount due to the Seller

in terms of this Agreement by reason of any breach or alleged breach of the Seller’s

obligations hereunder. Should any dispute occur as to whether or not the Purchaser is

entitled to withhold any payment or amount due then the Architect shall make a ruling

with regard to whether or not the Purchaser is entitled to withhold such sum. The ruling of

the Architect shall be final and binding on both parties and the Architects costs incurred in

making such ruling shall be borne by the Party against whom the ruling was made.

12. REPRESENTATION OF AGENTS

The Builder and the Purchaser hereby declare that the contents of this Agreement shall

constitute the full and final Agreement between the parties. No other Terms,Conditions or

Proposals whatsoever, which may have been made by the Builder or his Agents, shall be

binding on the Builder save where such amended terms, conditions or proposals have been

reduced to writing and signed by both the Builder and the Purchaser.

THE FULL RESPONSIBILITY WILL BE WITH THE PURCHASER TO PUT ALL REQUESTS /

AMENDMENTS IN WRITING TO THE BUILDER’S OFFICE.

13. LIQUIDATION/SEQUESTRATION AND BREACH BY THE PURCHASER/OWNER

13.1. Should the Purchaser’s / Owner’s estate be finally sequestrated and /or liquidated

(as the case may be), placed under judicial management or should the Purchaser /

Owner commit a breach of any of the terms of this contract (including failing to make

any payments on the due date) and fail to remedy such breach within SEVEN (7) days

of date of dispatch by the Builder of written notice calling upon the Purchaser /

Owner to remedy such breach, then Builder shall in such circumstances be entitled to

terminate this contract without prejudice to any other rights which the Builder may

have in terms of this contract or in terms of law.

36

13.2 In the event of the Builder being obliged and/or electing to cancel the agreement in

accordance with the preceding paragraph, then the following shall occur:

13.2.1 A quantity Surveyor appointed by the Builder shall assess the amounts due

to the Builder in terms of Works completed to date and any portion thereof

which has not already, by virtue of progress payments been paid, shall

forthwith be immediately payable.

13.2.2 As genuinely pre-estimated damages for the breach of the terms and

conditions of this agreement by the Purchaser / Owner, the Purchaser /

Owner shall furthermore be liable to pay the Builder an amount calculated

as follows: (Total Contract Sum) less (Amount paid and/or Payable in

respect of Works already completed) x 20%

14. WATER AND ELECTRICITY:

For the purpose of executing the building work, the Builder will be entitled to use water

and/or electricity and/or any other service on the Property. The Seller/Builder shall be liable

for the costs of such services until the date of Occupation.

In the event that the Builder requires the use of water and/or electricity and/or any other

service on the Property for the purpose of executing building work on other properties other

than on the Property, the Builder will be entitled to such aforementioned services and the

Builder will be liable for the costs of such services.

.

15. GUARANTEE

See addendum "D1"

37

SCHEDULE OF COSTS TO BUILDING CONTRACT

(PART C)

Allocation of Schedule Building costs for the Builder and Purchaser in terms of this Agreement are

payable as set out below:

THE PURCHASER’s COSTS:

Bond and Transfer Registration Costs, Evaluation Costs and Costs to the Bond Holder

All Variations and Extras as set out in the Variation and Extras Schedule (Addendum C1)

THE Builder’s COSTS: (included in the Contract Sum)

Architectural Fees (subject to a maximum of 3 (three) 1hr (one hour) meetings between purchaser

and Architect

Plans, Drawings and Printing Costs

Costs pertaining to the Approval of Plans at the Local Authority

Electrical Connection Fees for the House

Sewerage Connections for the House

NHBRC Registration Fee – 1, 3%

Plan submission Fee

All costs of water, electricity and other services until the date of occupation

38

ADDENDUM A1

BUILDING PLAN

39

ADDENDUM "B1'

GENERAL SPECIFICATIONS AND FINISHING SCHEDULE

Portion No_______ of Erf No________________

Client: ___________________________________________________________________________

ALL ABOVE ITEMS AND SPECIFICATIONS ARE ISSUED STANDARD. THE CLIENT SHALL PAY FOR ANY

CHANGES OR OPTIONAL ITEMS PRIOR TO BUILDING WORKS COMMENCING. ALL CHANGES MUST BE IN

WRITING AND SIGNED BY THE BUILDER AND CLIENT.

Signed at _________________________on the_____________________________________

_________________________________ _______________________________________

CLIENT CLIENT

Signed at ____________________________on the________________________________________

__________________________________

THE BUILDER

40

ADDENDUM"C1"

VARIATION, EXTRA AND OMMISIONS SCHEDULE

All option extras, variations and omissions must be agreed with the Builder personally and confirmed in

writing and signed by both parties.

41

ADDENDUM “D1”

BUILDER GUARANTEE

1. Your new Home is being erected with quality Building Materials by competent experts, in their

various fields.

2. The Builder will provide you with cut-off dates within which your list of defects must be

submitted. The defects will be corrected, provided that the Builder receives the list within

THREE (3) months of Occupation. The Purchaser will forgo any claims to the Builder where the

defect list is not submitted to the Builder within this (3) Three month period and the Purchaser

have no further claim against the Builder.

3. Up to THREE (3) months after completion, the Builder will repair defects in workmanship for

Plumbing, Electrical Installations, Hot Water Geyser, Floor Covering Tile Work and Carpentry.

4. Up to TWELVE (12) months after completion, the Builder will repair defects in Roof Coverings.

5. The NHBRC provide a FIVE (5) year guarantee against major structural damage.

6. Although the Builder strives to erect a Building of Outstanding Quality, the guarantee can not

cover any loss or damage as a result of misuse, neglect, carelessness, accident or any risks, which

are normally insured against in an Insurance Policy, as required by Financial Institutions with

registration of mortgage Bonds over Residential Properties.

7. This Guarantee also excludes the following types of Repair works:

7.1 Any touch-up paintwork whatsoever, after the paintwork has been certified by the

Architect as complete;

7.2 Hairline cracks on any plasterwork.

7.3 Water may be blown through the garage door into the garage up to a distance of 1.5m

inside the garage.

42

8. All Guarantees received by the Suppliers of Materials or Appliances, will be handed over to the

Purchaser. These guarantees are only enforceable by the Original Owner, the Purchaser and are

not transferable to third party purchasers of the Purchaser.

9. The aforementioned guarantee’s shall be for the benefit of the Purchaser and shall not be

transferable save for the NHBRC guarantee contained in clause 5 above.

Portion No_________of Erf No_________________________________

PURCHASER________________________________________________

BUILDER___________________________________________________

43

ANNEXURE “B”

LA DEMEURE FRANSCHHOEK SITE DEVELOPMENT PLAN

44

ANNEXURE “C”

LA DEMEURE FRANSCHHOEK PROPERTY OWNERS ASSOCIATION CONSTITUTION