Agrreemnet for purchase of office/shop in a mall or MNC
__________________________________________________________ hereinafter called “THE VENDORS”
___________________________________________________________ hereinafter called “THE PURCHASER”
(i) Sri_________, Sri_________, Sri________, etc. partners of the Vendors the said Messrs__________decided to acquire the divided Western portion of Premises No__In the town of Calcutta on account of the said partnership (hereinafter collectively called “the partners”).
(ii) By an indenture of Conveyance dated the________registered at the Registry Office in Book No______, Volume No_________ at pages......... to______ Being No______ for the year ___made between M/s____________ Private Limited therein described as “Vendors” of the One Part and the Partners as purchasers therein representing the Vendors herein of the Other Part the said M/s.................... Private Limited for and in consideration therein mentioned granted conveyed and transferred All That piece or percel of Revenue free land containing an area of_________ cottahs __________ chittack and __________ square feet situate lying at and being the divided Western Portion of Premises No_________ in the town of Calcutta, together with yards, fences, path, passages, privileges, drain water courses boundary walls, excluding the boundary walls and fences on the Eastern side, all lights, liberties, easements, profits, and appurtenances whatsoever to the said premises belonging to or in anywise appertaining thereto or with the same or any part thereof now or at any time heretofore usually held used occupied enjoyed reputed or be deemed taken or known as part or parcel or member thereof of appurtenant thereto, particularly delineated and bordered red in the map or plan annexed thereto and mentioned and described in the First Schedule thereunder written as well as in the First Schedule hereunder written.
(iii) Since the said purchase, the partners took possession of the said premises No__________ and intend to construct multi-storeyedbuilding on the plot of land comprised in the said premises to be called (hereinafter called “the said building”).
(iv) The Purchaser/Purchasers has/have taken inspection of the said original conveyance dated the_______ and has also taken inspection of the Abstract of Title relating to the said premises and has made himself/ herself fully conversant with the contents of the said Conveyance and Abstract of Title, and has/have fully satisfied himself/herself/themselves as to the title thereof.
(v) The purchaser/Purchasers has/have agreed to acquire office No _________and/or Shop No_______/Car Space No.______in the basement in the said building under construction on the land comprised in the said premises (hereinafter referred to as “the said Office/Shop/Car Park Space No.) With notice of the several covenants and conditions contained in the said conveyance dated__________day of_______ and on the terms and conditions hereinafter appearing.
(vi) The Vendors are entering into separate agreements with several other persons and parties in respect of sale of other Offices/Shops Car Park Spaces in the said building.
NOW THESE PRESENTS WITNESS AND IT IS HEREBY AGREED by and between the parties hereto as follows:
1. The Vendors intend to construct the said building on the said plot in accordance with the plans and specifications which have been kept at the office at_______for inspection and which the Purchaser/Purchasers has/ have inspected seen and approved and also agreed that vendors may make such variations and modifications therein as may be deemed necessary or may be required to be done by the Vendors at the instance of the Government, the Municipal Corporation or any other local authority.
2. The Purchaser/Purchasers has/have prior to the execution of this agreement, satisfied about the title of the Vendors of the said premises and/ or building and he/she/they shall not be entitled to further investigate the title of the said premises or of the Vendors and no requisition or objection shall be put or raised on any matter or title relating thereto.
3. The Purchaser/Purchasers accepts/accept the title of the Vendors as made out by Shri____________ Solicitors of_______
4. The Purchaser/Purchasers agrees/agree to acquire office No______ on the______floor of the said building and/or Shop No________ Car Park Space No......in the said building as per the plans and specifications inspected, seen and approved by his/her at and for Rs______ (Rupees__________) which shall be paid in the manner set out herein below, that is to say:—
(a) 20% of the purchase price as earnest money on or before the execution of this Agreement;
(b) The balance of the purchase price in the manner indicated below within 7 days of the purchaser/purchasers receiving notice from the Vendors calling upon him/her to make the payment of the saidmoneys;
(i) 20% of the purchase price at the time of completion of the First Floor Slab
(ii) 20% of the purchase price at the time of completion of the Third Floor Slab
(iii) 20% of the purchase price at the time of completion of the Fifth Floor Slab
(iv) 10% of the purchase price at the time of completion of the Seventh Floor Slab
(v) 10% of the purchase price against delivery of possession. Provided always that any variation and/or modification in the plans and/ or specification elevation will not vitiate these presents or afford or any ground for cancellation thereof.
5. Nothing contained in these presents shall be construed to confer upon the purchaser/purchasers any right, title or interest of any kind whatsoever into or over the said land or building or any part thereof, such conferment to take place only upon the execution of the Conveyance to a Limited Company or a Co-operative Housing Society to be formed by the Purchasers of different Office/Shop/Car Park space in the said building as hereinafter stated.
6. Save and except in respect of the particular office/Shop/Car Park space hereby agreed to be acquired, the purchasers shall have no claim on right of any nature or kind over or in respect of all open spaces, Basement parking places, in lobbies, staircases, lifts, terraces, etc. which will remain the property of the vendors until the whole property is transferred to the proposed Co-operative Housing Society or Limited Company as hereinafter mentioned but subject to the rights of the vendors as mentioned in Clause 8 hereunder.
7. Until the building is transferred to the proposed Co-operative Housing Society or the Limited Company the vendors shall have a right to raise stories or put up additional structures as may be permitted by the Municipal Corporation and other competent authorities. Such additional structures and stories will be the sole property of the vendors who will be entitled to dispose it off in any way they choose, and the purchaser/purchasers hereby consent to the same and shall not be entitled to raise any objection or set up any obstruction thereto. The terraces of the building including the parapet wall shall always be the property of the vendors and the agreement with the purchaser/purchasers and all other purchasers of offices/shops/car spaces in the said building shall be subject to the aforesaid right of the vendors who shall be entitled to use the said terrace including the parapet wall for any purpose including the display of advertisements and signboards and purchaser/purchasers shall not be entitled to raise any objection or to claim any abatement in the Price of tenement agreed to be acquired by him/her/them/and or any compensation or damages on the ground of inconvenience or any other ground whatsoever.
8. As soon as the building is notified by the vendors as complete, each of purchaser of the office/shops/car space shall pay the respective arrearsof price payable by each of them within 15 days of such notice having been served Individually or put up at some prominent place in the said building and if any of the office/shop/car space holder fails to pay the arrears as aforesaid the amount previously paid by the defaulting holders shall stand forfeited by way of liquidated damages and the defaulting office/shop/car space holder/holders shall loose all his/her/their rights in the office/shop/ car space agreed to be taken by him/her/them and these presents shall stand cancelled and determined.
9. Under no circumstances possession of the office/shop/car space shall be given by the vendors to the purchaser/purchasers until and unless all payments required to be made under this agreement by the purchaser/ purchasers have been paid in full to the vendors.
10. The purchasers shall from the date of receipt by him/her/their of the notice from the vendors to take possession of the office/shop/car space regularly and every month pay in advance by the 1st week provisional amount of Rs........ (Rupees...........) towards taxes, out goings and expenses mentioned in the Second Schedule hereto and/or any other taxes or outgoings to be levied hereafter and not covered by the said schedule. The purchaser/purchasers hereby agrees/agree to deposit within 7 days from receipt of the said notice and to keep Rs_________ (Rupees) deposited with the vendors towards due performance of the terms and conditions of this agreement. The balance of the said deposit, after deducting therefrom arrears of taxes, outgoings and expenses mentioned in the Second Schedule and the expenses incurred in the formation of Co-operative Housing Society or Limited Company will be refunded when the Cooperative Housing Society or Limited Company is formed and the property is validly transferred to the said Co-operative Housing Society or Limited Company and not otherwise.
11. The purchaser/purchasers from time to time and at all times hereby agrees/agree to contribute and pay his/her/their proportionate share towards the costs, expenses and outgoings in respect of the matters specified in the Second Schedule hereto and also any other taxes or outgoings to be levied hereafter. The apportionment shall be made by the vendors or the Co-operative Housing Society or Limited Company, as the case may be, and the same shall be conclusive, final and binding on the purchaser/purchasers.
12. So long as each office/shop/car park space of the said building shall not be separately assessed for Municipal Taxes, the purchaser/purchasers shall pay a proportionate share of the Municipal Taxes, rates (both share owner and occupier) and water-tax assessed on the whole building. Such apportionment shall be made by the Vendors or by the Co-operative Housing Society or Limited Company as the case may be and the same shall be conclusive, final and binding upon the purchaser/purchasers.
13. The purchaser/purchasers hereby agrees/agree that in the event any amount be payable by the vendors by way of premium or on any account whatever to the Municipality or to the Central or State Government or betterment fees charges or development tax or any other tax or payment of a similar nature the same shall be reimbursed by the purchaser/ purchasers to the vendors in portion to the area of the office/shop/car park space agreed to be purchased by the purchaser/purchasers and in determining such amount the decision of the vendors shall be conclusive final and binding upon the purchaser/purchasers.
14. The purchaser/purchasers shall maintain at his/her/their own costs the office/shop/car space agreed to be acquired by him/her/their in the same good condition state and order in which it would be delivered to him/ her/their and shall abide by all laws, bye-laws, rules, and regulations of the Government, Municipal Corporation and/or of Co-operative Housing Society or Limited Company, as the case may be or of any other authorities and local bodies and shall attend answer and be responsible for all deviation, violations or breach of any of the conditions or laws, bye-laws or rules or regulations and shall observe and perform all the terms and conditions contained in this agreement.
15. The purchaser/purchasers hereby agrees/agree to pay all the amounts payable under the terms of this agreement as and when the same or any of them would become due and payable, (time in this respect shall be deemed as the essence of the contract). Further, the vendors shall not be bound to give any notice requiring such payment and the failure thereof shall not be pleaded as an excuse for non-payment of any amount or amounts on the respective due dates.
16. The purchaser/purchasers hereby covenants/covenant with the vendors to pay from time to time at all times, the amounts which the purchaser/purchasers is/are liable to pay and as agreed under this agreement and to observe and perform all the covenants and conditions contained in this agreement and to keep the vendors and their respective estate agents and their respective estate and effects indemnified and harmless against the said payments and observance and performance of the said covenants and conditions except so far as the same is or are expressly and exclusively intended to be observed by the vendors.
17. The purchaser/purchasers shall insure and keep insured his/heir/ their office/shop/car park space against any loss or damage by fire in the full value thereof in the joint names of the vendors and of the purchaser/ purchasers with such insurance company as the vendors shall determine and shall pay the premium thereof and shall not surrender or allow the same to lapse or to be forfeited. The purchaser/purchasers shall whenever required produce to the vendors the policy or policies of such insurance and the receipt for the last premium paid for the same in the event of theoffice/shop/flat park space being damaged or destroyed by fire as soon as reasonably practicable spend or pay out of insurances money in the repair, rebuilding or reinstatement of office/shop/car park space and not to utilise the same or any part thereof for any other purposes.
18. The purchaser/purchasers hereby agrees/agree and undertakes/ undertake to be a member of the Co-operative Housing Society or Limited Company to be formed in the manner hereinafter appearing and also from time to time and at all times to sign and execute the application and all other papers and documents necessary for the formation and the registration of the Society or the Limited Company including the by-laws of the proposed Society and shall duly fill in sign and return within 10 (Ten) days of the same being forwarded by the vendors to the purchaser/purchasers. No objection shall be taken by the vendors if any changes, or modifications are made in the draft bye-laws as may be required by the Registrar of Co-operative Societies or other competent authority or as the occasion may demand. The purchaser/purchasers shall be bound, from time to time and at all times to sign all papers and documents and to do all other facts deeds and things as the vendors may require him/her/them to do for safeguarding the interest of the vendors and of the other purchasers of the offices/shops/car park spaces in the said building. Failure to comply with any of the provisions of this Agreement the same shall ipso facto determine these presents and the earnest money paid by the purchaser/purchasers shall stand forfeited to the vendors.
19. The purchaser/purchasers hereby covenants/covenant to keep office/shop/car space, walls and partition walls, sewers, drains, pipes and other fittings and fixtures and appurtenances thereto belonging in good working condition and in good tenantable repair and condition and in particulars so as to support, shelter and protect the part of the building other than his/her office/shop/car park space.
20. The purchaser/purchasers shall not let, sell, transfer convey, mortgage, charge or in any way encumber or deal with or disposes off his/her/ their office/shop/car space nor shall assign, underlet or part with his/her/ their interest under or the benefit of this agreement on any part thereof till all his/her/their dues of whatsoever nature owing to the vendors are fully paid and only if the purchaser/purchasers has/have not been guilty of breach of or non-compliance with any of the terms and conditions of this agreement and until he/she/they obtains/obtain previous consent in writing of the vendors.
21. The purchaser/purchasers shall permit the vendors and their surveyors or agents with or without workmen and other at all reasonable time to enter into and upon his/her/their office/shop/car park space or any part thereof to view and examine the state and condition thereof shall be liable to make good, within three months from the receipt of notice, alldamages/decays and wants of repairs of which notice in writing shall be given by the vendors to the purchaser/purchasers.
22. The purchaser/purchasers shall permit the vendors and their surveyors and agents with or without workmen and others at all reasonable time to enter into and upon the office/shop/car park space or any part thereof for the purpose of repairing any part of the building and for the purpose of making, repairing, maintaining, rebuilding, cleansing, lighting and keeping in order and good condition all services drains, pipes, cables, water covers, gutters wires, party walls or other conveniences belonging to or serving or used for the said building, and also for the purpose of pulling down, maintaining, repairing and testing drainages, gas and water pipes and electric wires and for similar or any other purpose.
23. The purchaser/purchasers shall not use the office/shop/car park space or any portion thereof (save and except the top floor and/or the terrace above it as expressly provided in the provision hereunder) for any purpose whatsoever other than an office/shop/car park space for business purpose nor shall use the office/shop/car park space in such manner which may or is likely to cause nuisance or annoyance to the occupiers of the other offices/shops/car park spaces in the building or to the owners or occupiers of adjoining or neighbouring properties nor shall use the same for any illegal or immoral purposes, and as residence or restaurants except the top floor. PROVIDED ALWAYS the top floor and or the terrace above it may be used for restaurant.
24. The purchaser/purchasers shall not use the office/shop/car park space for any purpose other than for which the said office/shop/car park space is agreed to be acquired by him/her/them except with the written permission of the vendors to be had and obtained in the first instance.
25. The purchaser/purchasers shall not at any time demolish or damage or cause to be demolished or damaged the offices/shop/car park spaces or any part thereof hereby agreed to be acquired by him/her/them nor will he/she/they at any time make or cause to be made any additions or alterations of whatsoever nature of the said office/shop or any part thereof. The purchaser/ purchasers shall not permit the closing of varandah or lounges or balconies nor shall permit any alterations in the elevation and outside colour scheme of the offices/shops/car park spaces to be acquired by him/her/them.
26. After the possession is handed over to the purchaser/purchasers if any additions or alteration in or about or relating to the said building are thereafter required to be carried out at the instance of the Government, Municipality or any other Statutory Authority, the same shall be carried out by the purchaser/purchasers in co-operation with the purchaser/purchasers of other offices/shops/car park spaces in the said building at their own costs and the vendors shall not be in any manner liable or responsible for the same.
27. The purchaser/purchasers shall not do or cause to permit to be done any act deed or thing which may render void or voidable any insurance of any offices/shops/car park spaces in or any part of the building or cause any increased premium to be payable in respect thereof.
28. The purchaser/purchasers shall not decorate the exterior of his/her/ their offices/shops/car park spaces otherwise than in the manner agreed in writing by the vendors in the manner and as near as may be in which the same was previously decorated.
29. The purchaser/purchasers shall not throw or accumulate any dirt, rubbish, rags or other refuse or permit the same to be thrown or allow the same to be accumulated in his/her/their offices/shops or in the compound or any portion of the building and/or the offices/shops/car park spaces.
30. The said building shall always be known as “___________” and the Cooperative Housing Society or the Limited Company to be formed shall bear the name of “___________” and the name shall not be changed or altered or modified without the written permission of the vendors.
31. After the building is completed and ready for occupation and after the Society or the Limited Company is incorporated and registered and only after all the offices, and shops/car park spaces in the said building have been sold and disposed of by the vendors and after the vendors have received all dues payable to them under the terms of this agreement from all offices/shops/car park spaces holders of the said building the vendors shall execute a Conveyance or a Transfer Deed in favour of the said Society or Limited Company subject to the covenants and conditions contained in the said indenture of Conveyance dated.............as also contained herein.
32. In the event of the Society or the Limited Company is former and registered before the sale and disposal by the vendors of all the offices/ shops/car park spaces in the said building the powers and authority of the Society so formed or of the purchaser/purchasers and other purchasers of the offices/shops/car parks spaces shall be subject to the over-all authority and control of the vendors over all or any of the matters concerning the said building, the construction and completion thereof and all amenities appertaining to the same and in particular the vendors shall have absolute authority and control as regard the unsold offices/shops/car park spaces and the disposal thereof.
33. Any delay or indulgence by the vendors in enforcing the terms of this agreement or any forbearance or giving of time to the purchaser/purchasers shall not be construed as a waiver, on the part of the vendors of any breach or non-compliance of any of the terms and conditions of this agreement by the purchaser/purchasers nor shall the same in any manner prejudice the rights of the vendors.
34. All letters, receipts and/or notice issued by the vendors anddespatched under Certificate of Posting to the address of the purchaser/ purchasers known to the vendors will be sufficient proof of receipt of the same by the purchaser/purchasers and shall effectually discharge the vendors.
35. If the purchaser/purchasers neglects, omits or fails for any reason whatsoever to pay to the vendors any of the amounts as and when the same would become due and payable by the purchaser/purchasers under the terms and conditions of this agreement (whether before or after delivery of possession) within the time herein specified or if the purchaser/ purchasers shall in any other way fail to perform or observe any of the covenants and stipulation herein contained or referred to and on his/her/ their part to the observed and performed the vendors shall be entitled to re-enter upon and resume possession of the office/shop and every thing whatsoever therein and this agreement shall cease and stand terminated and the earnest money and all other amounts already paid by the purchaser/purchasers to the vendors including deposit money shall stand absolutely forfeited to the vendors and the purchaser/purchasers shall have to claim for refund of repayments of the said earnest money and/or the said other amounts including deposit money already paid by the purchaser/ purchasers or any part thereof and the purchaser/purchasers hereby agrees/agree to forfeit all the right title and interest to the vendors in the said office/shop and all amounts already paid and in such event the purchaser/purchasers shall also be liable to immediate ejectment as a trespasser but the right given by this clause to the vendors shall be without prejudice to any other rights remedies and claim whatsoever of the vendors against the purchaser/purchasers under this agreement or otherwise.
36. The purchaser/purchasers shall bear all the costs of the vendors’ solicitor Shri_______________
THE FIRST SCHEDULE ABOVE REFERRED TO : ALL THAT piece or parcel of land on actual measurement______ Cottahs_________ Chittacks and _________Square feet (excluding boundary walls and fencing on eastern side which shall belong to the vendor) situate lying at and comprised under Municipal Premises No_____ (formerly No_____ ) in the town of Calcutta and comprised under the rent free Holding Nos___(formerly part of Holding No_______) under Block No_______ in the South Division of the town of Calcutta and forming the divided Western portion thereof and delineated on the plan hereto annexed and thereon enclosed within red lines and butted and bounded on the NORTH by_______ on the SOUTH by_______ on the EAST by the remaining portion of the premises No_____ and retained by the vendor and on the WEST by___________ or whosoever or otherwise the said land or any part thereof which at any time heretofore was or were and now are or is butted numbered known called distinguished.
THE SECOND SCHEDULE ABOVE REFERRED TO:
(1) The expenses of maintaining, repairing, redecorating etc. of the main structure and in particular the roof, gutter and rain water pipes, gas pipes and electric wires in or under upon the building and enjoyed or used by the purchaser/purchasers in common with the other occupiers of the offices/shops etc. and the main entrances, passages, landings and staircases of the building as enjoyed by the purchaser/purchasers or used by him/her/them in common as aforesaid and the boundary walls of the building, compound, terraces, etc.
(2) The costs of cleansing and lighting the passages, landings, staircases and other parts of the building as enjoyed or used by the purchaser/purchasers in common as aforesaid.
(3) The costs of decorating the exterior of the building.
(4) The cost of the salaries of clerks, bill collector, chowkidars, sweepers etc.
(5) The costs of working and maintenance of lifts and other light and service charges.
(6) Municipal and other taxes and/or outgoings.
(7) Insurance of the building.
(8) Such other expenses as are deemed by the seller’s necessary or incidental for the maintenance and upkeep of the building.
IN WITNESS WHEREOF the parties hereto have set their respective hands and seals the day month and year first hereinabove written.
SIGNED, SEALED & DELIVERED
within named Messrs............................ Signature of Vendor at..................... in the presence of :
SIGNED, SEALED & DELIVERED
Signature of Purchases by
the within named In the presence of
Signature of Purchaser