Legal Docs: Terms and Conditions
The following is a copy of the Unit Terms and Conditions of Sale document prepared by Emaar for its Dubai Marina properties. The Terms & Condtions document prepared for the MAG 218 Tower is nearly identical.
1. DECLARATION OF THE VENDOR
The Vendor declares that it is the sole owner of the Unit free from encumbrances and the Purchase Price set out in the particulars of Sale and Purchase is the true price of the Unit.
2. PAYMENT
The Purchaser will pay each instalment payment as described in the Schedule of Instalment Payments 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 vacant possession of the Unit to the Purchaser on the Completion Date at which date all risk associated with the Unit shall pass to the Purchaser.
3.2 The Vendor shall within 12 months prior to the Estimated Completion Date advise the Purchaser of the designated completion date for completion of construction and handover of the Unit (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 Unit to the Purchaser provided that the Purchaser 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 Project 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 plans and specifications shown to the Purchaser when signing this Agreement.
5.2 The Unit 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 hereby assigns to the Purchaser all benefits the Vendor holds in any warranties from the manufacturer of all appliances fittings or fixtures that are installed in the Unit.
5.4 The Vendor shall remain liable for a period of ten (10) years from the date of completion of the construction of the Project to repair and rectify any structural defects in the Project.
5.5 The Vendor shall deliver the Unit 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 plans and specifications shown to the Purchaser when signing this Agreement.
5.6 The Vendor shall construct the infrastructure surrounding the Project including roads, lighting, walkways, and landscaping substantively in accordance with the Vendor’s overall development plan for infrastructure.
5.7 The Vendor will procure that the Project and the Commonhold Property will be managed in a professional manner and in accordance with the terms and conditions of the Management Agreement.
5.8 The Vendor will allocate the parking space(s) and a Commonhold unit factor with respect to the Unit on the Completion Date.
6. COVENANTS AND WARRANTIES OF THE PURCHASER
6.1 Purchaser represents that the Unit is being purchased on Purchaser’s own behalf and the Unit will be beneficially owned by the Purchaser.
6.2 The Purchaser agrees that the Unit will be used for single family residential purposes only.
6.3 The Purchaser shall:
(a) permit the Vendor and its employees or agents at all reasonable times to enter the Unit to inspect and examine its condition
(b) not use the Premises for any illegal or immoral act or purpose
(c) pay all charges (including connection charges to the Unit) for water, electricity, sewage and other services provided to the Unit, in addition to all property taxes, Maintenance Fees, Dubai Municipality fees and other similar levies that may be imposed or levied with respect to the Unit; and
(d) comply in all respects with the provisions of all laws, decrees, regulations and the Rules for the time being in force and the requirements of any competent authority in relation to the Unit or anything done in the Unit.
6.4 The Purchaser shall not modify, add or delete any part of the exterior of the unit (including satellite dishes or antenae) or construct any additional improvements in the Unit without the prior consent of the Vendor.
6.5 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.
7. UNIT INSPECTION
The Purchaser will be entitled to inspect the Unit 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 portion 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 Unit. The Purchaser acknowledges that except for this one inspection, the Purchaser shall not be allowed access the Unit or the Project prior to the Completion Date, without the prior written authorization of the Vendor.
8. ASSOCIATION RULES
The Purchaser acknowledges that the Rules contain certain restrictions on the use of the Unit and Commonhold Property which restrictions are essential to the successful operation of the Project. The Purchaser agrees to comply with the Rules and agrees to procure the compliance of all other occupants of his Unit and acknowledges that under the Rules each unit in the Project will be assessed a fee to pay the operating, external maintenance, capital reserve and other costs associated with the Project, the Commonhold Property and associated facilities. The Purchaser agrees to pay all the fees assessed under the Rules and further agrees that the Association is empowered (which power may be delegated) to take whatever action it deems necessary to enforce payment of fees in default, including legal proceedings. The Purchaser further agrees that the Association shall have a lien on the Unit for any unpaid fees and the Purchaser agrees the Association may take proceedings directly against the Unit to enforce collection of unpaid fees in addition to proceedings against the Purchaser directly. The Purchaser agrees to the powers of the Association and the delegation of the Association’s powers to the Vendor pursuant to the Management Agreement and agrees to the enforcement of the Rules by the Vendor during the term of the Management Agreement.
9. SALE AND ASSIGNMENT
9.1 The Purchaser acknowledges that any sale, assignment or other disposition (other than by way of mortgage) of an interest in the Unit 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 entertain any application for consent to sell, assign or dispose of an interest in the Unit prior to the Completion Date or if any payments due to the Vendor or the Association are in arrears.
9.2 No sale, assignment or other disposition (other than by way of mortgage) of an interest in the Unit 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 fees referred to in clause 8, be bound by the Rules and acknowledge the Association’s power to enforce the Rules.
10. MODIFICATIONS
10.1 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 Project and the Unit (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 the 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.
10.2 The Purchaser acknowledges that the area of the Unit, as represented to the Purchaser by the Vendor’s sales representative or by the Vendor’s brochures, drawings, plans, advertisements or other marketing materials, is approximate only and the Purchaser acknowledges that the actual suite floor area of the Unit may vary from the stated area. The suite area is measured as the area bounded by the center lines of demising of party walls separating one unit from another unit, the exterior surface of the exterior walls, and the exterior surface of the corridor wall enclosing and abutting the unit. The Balcony area is measured as the area bounded by the inner face of a demising or party walls separating one unit from another unit, the outermost face of the enclosing guard and the external face of the suite abutting the balcony. If the total of the actual area is less than the represented area by more than three (3) percent the Purchase Price will be reduced proportionally. No adjustment will be made to the Purchase Price if the actual area is increased or is reduced by less than three (3) percent.
11. DEFAULT BY THE 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 Unit 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. If the Vendor is not in a position to give the Purchaser vacant possession of the Unit 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 thus the Purchaser will remain obligated to make all outstanding payments.
12. DEFAULT BY THE PURCHASER
The Purchaser shall pay interest at the rate of one percent (1%) per month on all instalment payment and other payments due to the Vendor for each day that payments are in default. In the event that this 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 shall automatically terminate and in such event all payments previously made by the Purchaser (the “Agreed Amount”), shall be absolutely forfeited to the Vendor as liquidated damages. 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.
13. VENDOR’S VISA SPONSORSHIP
13.1 The Vendor agrees to sponsor the first-named owner of the Unit 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 Unit (other than by way of mortgage) the Vendor will terminate the sponsorship of the owner/transferee and cancel the Visa.
13.2 The Purchaser acknowledges that he will have to comply with all laws and regulations in force in the UAE with respect to Visa sponsorship.
13.3 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 Unit to secure to the Vendor any such costs and liabilities.
14. 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 the Project; 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.
15. SURVIVAL OF AGREEMENT
The Purchaser acknowledges and agrees that this Agreement will survive the Completion Date and the transfer of freehold title to the Unit to the Purchaser and will remain binding upon the parties until the Purchaser has effectively sold or assigned the Purchaser’s interest in the Unit to a third party and that third party has entered into an agreement to comply with the Purchaser’s obligations herein.
16. TIME OF THE 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.
17. ENTIRE AGREEMENT
17.1 This Agreement and Schedules A through E, which schedules are incorporated into this Agreement by reference, constitute 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.
17.2 The Purchaser acknowledges that the Management Agreement will be entered into by the Association and the Vendor as soon as practicable and the Purchaser further acknowledges that it has read the terms and conditions of the Management Agreement and the Rules and is in agreement with the contents of both documents and agrees to be bound by them as from the date hereof.
18. 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, other than disputes pursuant to clause 7, between the parties in relation to or arising from this Agreement 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.
19. 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.
20. 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.
21. JOINT LIABILITY
If there is more than one purchaser named in this Agreement, all Purchaser obligations shall be joint and several.
22. COUNTERPART EXECUTION
This Agreement may be executed, accepted and delivered in counterparts and by telecopy, which counterparts and tele-copied documents shall together constitute one and the same Agreement.
23. DEFINITIONS
In this Agreement where the context allows the following words shall have the following meanings:
1. DECLARATION OF THE VENDOR
The Vendor declares that it is the sole owner of the Unit free from encumbrances and the Purchase Price set out in the particulars of Sale and Purchase is the true price of the Unit.
2. PAYMENT
The Purchaser will pay each instalment payment as described in the Schedule of Instalment Payments 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 vacant possession of the Unit to the Purchaser on the Completion Date at which date all risk associated with the Unit shall pass to the Purchaser.
3.2 The Vendor shall within 12 months prior to the Estimated Completion Date advise the Purchaser of the designated completion date for completion of construction and handover of the Unit (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 Unit to the Purchaser provided that the Purchaser 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 Project 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 plans and specifications shown to the Purchaser when signing this Agreement.
5.2 The Unit 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 hereby assigns to the Purchaser all benefits the Vendor holds in any warranties from the manufacturer of all appliances fittings or fixtures that are installed in the Unit.
5.4 The Vendor shall remain liable for a period of ten (10) years from the date of completion of the construction of the Project to repair and rectify any structural defects in the Project.
5.5 The Vendor shall deliver the Unit 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 plans and specifications shown to the Purchaser when signing this Agreement.
5.6 The Vendor shall construct the infrastructure surrounding the Project including roads, lighting, walkways, and landscaping substantively in accordance with the Vendor’s overall development plan for infrastructure.
5.7 The Vendor will procure that the Project and the Commonhold Property will be managed in a professional manner and in accordance with the terms and conditions of the Management Agreement.
5.8 The Vendor will allocate the parking space(s) and a Commonhold unit factor with respect to the Unit on the Completion Date.
6. COVENANTS AND WARRANTIES OF THE PURCHASER
6.1 Purchaser represents that the Unit is being purchased on Purchaser’s own behalf and the Unit will be beneficially owned by the Purchaser.
6.2 The Purchaser agrees that the Unit will be used for single family residential purposes only.
6.3 The Purchaser shall:
(a) permit the Vendor and its employees or agents at all reasonable times to enter the Unit to inspect and examine its condition
(b) not use the Premises for any illegal or immoral act or purpose
(c) pay all charges (including connection charges to the Unit) for water, electricity, sewage and other services provided to the Unit, in addition to all property taxes, Maintenance Fees, Dubai Municipality fees and other similar levies that may be imposed or levied with respect to the Unit; and
(d) comply in all respects with the provisions of all laws, decrees, regulations and the Rules for the time being in force and the requirements of any competent authority in relation to the Unit or anything done in the Unit.
6.4 The Purchaser shall not modify, add or delete any part of the exterior of the unit (including satellite dishes or antenae) or construct any additional improvements in the Unit without the prior consent of the Vendor.
6.5 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.
7. UNIT INSPECTION
The Purchaser will be entitled to inspect the Unit 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 portion 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 Unit. The Purchaser acknowledges that except for this one inspection, the Purchaser shall not be allowed access the Unit or the Project prior to the Completion Date, without the prior written authorization of the Vendor.
8. ASSOCIATION RULES
The Purchaser acknowledges that the Rules contain certain restrictions on the use of the Unit and Commonhold Property which restrictions are essential to the successful operation of the Project. The Purchaser agrees to comply with the Rules and agrees to procure the compliance of all other occupants of his Unit and acknowledges that under the Rules each unit in the Project will be assessed a fee to pay the operating, external maintenance, capital reserve and other costs associated with the Project, the Commonhold Property and associated facilities. The Purchaser agrees to pay all the fees assessed under the Rules and further agrees that the Association is empowered (which power may be delegated) to take whatever action it deems necessary to enforce payment of fees in default, including legal proceedings. The Purchaser further agrees that the Association shall have a lien on the Unit for any unpaid fees and the Purchaser agrees the Association may take proceedings directly against the Unit to enforce collection of unpaid fees in addition to proceedings against the Purchaser directly. The Purchaser agrees to the powers of the Association and the delegation of the Association’s powers to the Vendor pursuant to the Management Agreement and agrees to the enforcement of the Rules by the Vendor during the term of the Management Agreement.
9. SALE AND ASSIGNMENT
9.1 The Purchaser acknowledges that any sale, assignment or other disposition (other than by way of mortgage) of an interest in the Unit 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 entertain any application for consent to sell, assign or dispose of an interest in the Unit prior to the Completion Date or if any payments due to the Vendor or the Association are in arrears.
9.2 No sale, assignment or other disposition (other than by way of mortgage) of an interest in the Unit 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 fees referred to in clause 8, be bound by the Rules and acknowledge the Association’s power to enforce the Rules.
10. MODIFICATIONS
10.1 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 Project and the Unit (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 the 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.
10.2 The Purchaser acknowledges that the area of the Unit, as represented to the Purchaser by the Vendor’s sales representative or by the Vendor’s brochures, drawings, plans, advertisements or other marketing materials, is approximate only and the Purchaser acknowledges that the actual suite floor area of the Unit may vary from the stated area. The suite area is measured as the area bounded by the center lines of demising of party walls separating one unit from another unit, the exterior surface of the exterior walls, and the exterior surface of the corridor wall enclosing and abutting the unit. The Balcony area is measured as the area bounded by the inner face of a demising or party walls separating one unit from another unit, the outermost face of the enclosing guard and the external face of the suite abutting the balcony. If the total of the actual area is less than the represented area by more than three (3) percent the Purchase Price will be reduced proportionally. No adjustment will be made to the Purchase Price if the actual area is increased or is reduced by less than three (3) percent.
11. DEFAULT BY THE 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 Unit 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. If the Vendor is not in a position to give the Purchaser vacant possession of the Unit 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 thus the Purchaser will remain obligated to make all outstanding payments.
12. DEFAULT BY THE PURCHASER
The Purchaser shall pay interest at the rate of one percent (1%) per month on all instalment payment and other payments due to the Vendor for each day that payments are in default. In the event that this 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 shall automatically terminate and in such event all payments previously made by the Purchaser (the “Agreed Amount”), shall be absolutely forfeited to the Vendor as liquidated damages. 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.
13. VENDOR’S VISA SPONSORSHIP
13.1 The Vendor agrees to sponsor the first-named owner of the Unit 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 Unit (other than by way of mortgage) the Vendor will terminate the sponsorship of the owner/transferee and cancel the Visa.
13.2 The Purchaser acknowledges that he will have to comply with all laws and regulations in force in the UAE with respect to Visa sponsorship.
13.3 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 Unit to secure to the Vendor any such costs and liabilities.
14. 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 the Project; 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.
15. SURVIVAL OF AGREEMENT
The Purchaser acknowledges and agrees that this Agreement will survive the Completion Date and the transfer of freehold title to the Unit to the Purchaser and will remain binding upon the parties until the Purchaser has effectively sold or assigned the Purchaser’s interest in the Unit to a third party and that third party has entered into an agreement to comply with the Purchaser’s obligations herein.
16. TIME OF THE 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.
17. ENTIRE AGREEMENT
17.1 This Agreement and Schedules A through E, which schedules are incorporated into this Agreement by reference, constitute 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.
17.2 The Purchaser acknowledges that the Management Agreement will be entered into by the Association and the Vendor as soon as practicable and the Purchaser further acknowledges that it has read the terms and conditions of the Management Agreement and the Rules and is in agreement with the contents of both documents and agrees to be bound by them as from the date hereof.
18. 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, other than disputes pursuant to clause 7, between the parties in relation to or arising from this Agreement 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.
19. 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.
20. 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.
21. JOINT LIABILITY
If there is more than one purchaser named in this Agreement, all Purchaser obligations shall be joint and several.
22. COUNTERPART EXECUTION
This Agreement may be executed, accepted and delivered in counterparts and by telecopy, which counterparts and tele-copied documents shall together constitute one and the same Agreement.
23. DEFINITIONS
In this Agreement where the context allows the following words shall have the following meanings:
- Association means the Association formed as an association of all the owners in the Project, which Association shall be governed by the Rules as described in Schedule A hereto
- Building means the building identified in the Particulars of Sale and Purchase being part of the Project
- Common hold Property means that part of the land and Project that does not form part of any unit of the Project and is capable of and intended for the use, enjoyment and utility of all units
- Completion Date means the date set out in the Completion Notice to be delivered by the Vendor to the Purchaser in accordance with clause 3.2 hereof
- Department means the UAE Ministry of Interior, Department of Naturalization and Residency and or its successor
- Developer means for the within named Vendor, the developer of the Project
- Estimated Completion Date means the estimated completion date set out in the particulars of Sale and Purchase
- Interest Rate means the UAE Dirhams ninety (90) day Emirates Interbank Offer Rate (“EBOR”)
- Manager means for the purpose of the Property Management Agreement, the Vendor described in the Particulars of Sale and Purchase
- Property Management Agreement means the Property Management Agreement to be made in the form attached as Schedule B between the Manager and the Association
- Maintenance Fees means the fees to be levied by the Vendor in respect of the costs associated with the operation and maintenance of the Project including the Building, the Commonhold Property, associated facilities and infrastructure
- Particulars of Sale and Purchase means the Particulars of Sale and Purchase set out on page 1 of the Agreement of Sale
- Project means the land, residential buildings, parking structures and amenities buildings identified as the Project in the Particulars of Sale and Purchase
- Rules means the Rules of the Association attached as Schedule A; where the Developer shall be the Vendor and the Project shall be the Project both respectively as described in the Particulars of Sale and Purchase
- UAE means the United Arab Emirates
- Unit means the Unit described in the Particulars of Sale and Purchase set out on page one (1) hereof
- Visa means a UAE residence visa issued by the Department
- 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.
posted by B.D. at
10:27 PM
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