Sample Contract

THIS AGREEMENT is made this ...... Day ,………………… 20.. BETWEEN .................. (Registration Number HE ……………) company incorporated under the Laws of Cyprus and whose registered office is situated at ...................................................................................,

(hereinafter called “ the Vendor”) of the one part and …………………………, (Holder of …………. passport ………………) currently residing at ………………………………………………………(hereinafter called “ the Purchasers”) of the other part.

WHEREAS:

1. The Vendor is the registered owner of the immovable property under registration no……., Plot No ……, Sheet Plan ……. situated at Location ……….., District of ………………., as per the attached title deed and as shown on the attached topographical Lands Registry Plan and coloured in yellow (hereinafter “the Land”).

2. The Vendors wish and intend to develop the Land by the erection and construction thereon of a building complex under the name of …………………..which will include a …….. bedroom(s) …………………. , Apartment/House/Villa No ……….. to be constructed on part of the Land as shown in yellow on the attached architectural drawings hereby attached and initialed by the parties as Annex B (hereinafter ‘the Property’).

3. The Vendors wish and intend to sell and/or otherwise dispose of the Property to the Purchaser and the Purchaser has agreed to buy the Property.

4. Both parties hereto concerned have agreed that the above transaction of sale of the Property by the Vendors to the Purchaser will be executed under the following terms and conditions.

NOW THIS AGREEMENT WITNESSETH as follows: -

1.PREAMBLE AND ANNEXES

The preamble herein above and the Annexes attached to the contract of sale shall form an integral part of this contract of sale.

2. INTERPRETATION

In this contract of sale:

(a) The expression ‘Contract of Sale’ refers to the present contract of sale.

(b) The expression ‘the Purchaser’ and ‘the Vendors’ shall include their successors, executors, administrators, heirs and assigns and the expression ‘the parties’ shall include all persons aforementioned.

(d) Months mean calendar months and days mean calendar days, unless specifically mentioned as business days.

(e) Where the Purchaser comprises two or more natural or legal persons, the obligations conferred by the present contract of sale shall be joint and/or several obligations.

(f) Professional Engineer means such professional engineer or other person who the Vendors in their absolute discretion deem suitably qualified to inspect, examine and report on the matters described in paragraph 5 of this contract of sale.

(g) The title of each paragraph is for informative use only and should not be construed as having any importance whatsoever in the interpretation of this contract of sale.

3. The Vendor hereby agrees to sell and to transfer and register to the Purchaser and the Purchaser hereby agrees to buy and accept the transfer and registration from the Vendor of the Property in accordance with the architectural drawings and the technical specifications prepared by Professional Engineer, the engineer Mr Savvas Kakos (hereinafter referred to as the “Supervising Architect” ) attached hereto, initialled by the parties and forming an integral part of this Agreement. The Vendor accepts no responsibility for any minor inaccuracies to the exact area or dimensions of the Property as herein provided, and/or in the site plan of the project.

4. DELIVERY

4.1 The Vendors will complete the construction of the Property and will give possession to the Purchaser on or about ……………………….. with a period of grace of two months on behalf of the Vendors or before if the construction is completed (Date of Completion), always provided that the Purchaser shall have fulfilled all his obligations to the Vendors.

4.2 The parties hereby agree that in the event that the Vendors fail to deliver the Property to the Purchaser in accordance with subparagraph 4.1 above, the Vendors undertake to pay to the Purchaser the amount of EUR ……… per month as agreed pre-estimated damages and/or rent and/or loss of use and acceptance of such amount shall be deemed as an absolute and unequivocal waiver of any further rights n respect of such breach.

4.3 The parties hereto agree that if the completion of the Property or its delivery on the above date is delayed due to unforeseen circumstances, including but not limited to force major, government interference, lack of building materials or workers, war, curfew, riots, strikes, lock-outs, bad weather, accidents or any other cause outside the control of the Vendors, the Vendors are not to be held liable for any delay in delivery of the Property, provided that they inform the Purchaser accordingly.

4.4 Delivery of the Property shall be deemed to take place upon the Purchaser signing the Delivery Form provided by the Vendor. Should the Purchaser without reasonable cause fail or omit to sign the Delivery Form within one (1) month from the said date then delivery of the Property shall be deemed to have taken place upon the expiration of such period

4.5 The Vendor undertakes to take all necessary steps for the issuance of the planning permission and to issue a separate title deed for the Property within reasonable time but in any event no later than three (3) years from the date of delivery.

5. PRICE

The purchase price in consideration of the Property sold to the Purchaser is hereby agreed and fixed at EUR…………….. (…………………… EUROS),inclusive of V.A.T., which both parties concerned hereto agree that it represents the full, fair and final consideration for the above transaction and it shall be payable as provided for in paragraph 6 hereof.

6. MODE OF PAYMENT

The Purchaser undertakes to pay and settle the agreed purchase price by payment of the following instalments to the Vendors:

(i) Upon reservation of the property

EUR3500,00

(ii) Upon signing of the agreement

30% of the agreed sales price.

(iii) Upon completion of the structure of the property

20% of the agreed sales price.

(iv) Upon completion of the plastering and rendering of the property

15% of the agreed sales price.

(v) Upon completion of floor finishes of the property

15% of the agreed sales price.

(vi) Upon the Date of completion of the property

20% of the agreed sales price.

6.2 The parties hereto agree that the precise specification of the time of completion of each phase of the Property, as mentioned in 6.1(ii) to 6.1(v) above, shall be finally, unequivocally and incontrovertibly resolved by the Professional Engineer. In addition, the parties hereto agree that payments mentioned under 6.1(ii) to 6.1(v) above shall fall due upon the date of issuance by the Professional Engineer of a certificate, certifying the exact date where completion of the respective completion phase was effected.

6.3 In default or delay of any or all of the above payments by the Purchaser, any sum due and payable to the Vendors will automatically and without further notice be subject to interest at a rate based on the Libor rate of the Cyprus Central Bank plus 2,5% per annum.

6.4 All interest shall be computed and paid not later than the 31st December of each year. Any unpaid accrued interest shall be considered as an instalment in arrear.

6.5 Notwithstanding any appropriation by the Purchaser of any payment made under this contract of sale, the Vendors may appropriate the amounts to be paid from time to time by the Purchaser on account on any amount due by the Purchaser to the Vendors or to any of them, whether such debt refers to interest, services rendered or disbursements or expenses undertaken under this or any other agreement.

6.6 Notwithstanding anything contained in this paragraph, the Purchaser undertakes whenever asked by the Vendors to make all the necessary arrangements for a standing or continuous order to his Bank so as his Bank remit the instalments and the interest accrued as agreed upon hereinabove to the Bank account of the Vendors.

6.7 In such a case the date at which each remittance is to be credited to the account of the Vendors must be the date of payment agreed hereinabove and the Vendors' rights will in no way be affected if any remittance is delayed or not made properly or at all.

6.8 The conditions contained in this paragraph will not in any way whatsoever diminish the Vendors' rights under paragraph 7 and it will be in the Vendors absolute discretion to exercise their rights there under, notwithstanding any terms contained in paragraph 6. Further the Vendors' rights under paragraph 7 above shall not in any way be prejudiced or waived by any extension of time given to the Purchaser for payment or by any delay of payment on behalf of the Purchaser whether agreed or tolerated by the Vendors for any period of time.

7. It is agreed and understood that the time of payment herein specified is of the essence of this Agreement and payment of the above a fundamental term thereof, the Vendor having the right (but not the obligation) in the event of any payment of any of the above instalments falling in arrear beyond a period of grace of ten (10) days from the date on which any such instalment should have been paid (whether or not formally demanded) to treat the said default by the Purchaser as breach of contract and to keep the amounts paid by the Purchaser as well as to claim damages for breach of contract. Any balance shall bear interest at the rate of based on the Libor rate of the Cyprus Central Bank plus 2,5% per annum, from the date on which the same should have been paid to the date on which the balance shall actually be fully paid off and satisfied.

8. From the date on which the Property is delivered to the Purchaser, the Purchaser shall be under an obligation to pay to any governmental, local or other authorities and/or to any public corporations the taxes, duties, charges, fees, levies and burdens of whatsoever nature relating to the Property, to pay his share of all taxes, duties, charges, fees, levies and burdens payable in respect of ………………. of which the Property forms part (including the charges for the operation of telephones, for the consumption and/or use of electricity and water) and of all the burdens which are in any way related or attributable to the ownership, occupation, possession or use of the Property (including the charges and fees payable for the removal of rubbish, for the disposal of waste, for the cleaning of the commonly owned and commonly used areas for the provision of lighting, for the consumption of water in the commonly used areas etc.,) and this irrespective of whether or not such taxes, duties, charges, fees, levies and burdens are payable by the registered owner and/or owner or the occupier, and in the event of the payment of such taxes, etc., or of a part thereof by the Vendor, to repay immediately to the Vendor so much of the sum, so paid as shall correspond to the period in which such taxes etc., ought to have been paid by the Purchaser. In the event of a deposit or advance payment having been paid or made by the Vendor for such taxes, duties, charges, fees, levies or burdens for a period extending beyond the date on which the Property shall have been delivered to the Purchaser, the Purchaser shall refund the Vendor the proportion of the said deposit or advance payment corresponding to the period beyond such date.

(b) Not to commit or omit to do any acts, before or after the delivery of the Property, which may obstruct or prevent the Vendor from completing that part of ……………………… which remains unfinished.

(c) To allow or suffer without protest the continuation by the Vendor of the construction works and or any other works necessary for the completion of the apartments/Houses/Villas which form part of the estate known as ……………………….. or any part of the apartments/Houses/Villas thereof without any right to claim compensation on any other relief or remedy for disturbance, annoyance, nuisance or otherwise.

(d) To abide by the rules and regulations as described in the General Agreement, referred to in clause 16 hereof. The Purchaser also agrees that, after the Property is delivered to the Purchaser and before the Property is transferred and registered in the Purchaser’s name, the Purchaser shall be obliged to effect any insurance policy in his own name, with respect to the Property, against fire however caused and/or against any other risks which he may consider necessary with an insurance company of his choice. The Purchaser agrees to pay the amount of the insurance premium for the Property as well as his share in the premiums regarding the insurance of the commonly owned areas, which may be effected by the Owner’s Committee, as described in the General Agreement. Failure on behalf of the Purchaser to provide proof of such an insurance within 30 days from the date of delivery, gives the Vendor the right to proceed and effect an insurance policy in his own name, with respect to the Property and charge the insurance premium to the Purchaser. It is understood that if any damage is caused to the Property covered by the policy the proceeds therefrom shall be used exclusively for the repairs thereof.

(e) To use or allow the Property to be used exclusively for residential purposes and not to allow its use for business or any other purpose for which a business license is required.

9. The transfer and registration of the Property, free of any encumbrances in the name of the Purchaser or in the name of any person or persons physical or legal he may nominate as herein provided shall be effected as soon as:

A separate title deed is issued by the Lands Registry Office in respect of the Property as described above.

(b) The Purchase Price and any interest thereon as well as any other expenses and/or any other sums due and payable by the Purchaser to the Vendor under this Agreement or the General Agreement as referred to in clause 16 herein below or any other agreement made between the parties related to the sale of the Property, shall have been paid in full.

(d) The Purchaser shall have signed the General Agreement referred to in clause 16 hereinbelow.

10. All Government transfer fees as well as any expenses or fees or other charges required by law which directly relate to the transfer of ownership of the Property to the Purchaser, including the stamp duty charge for this Agreement, shall be borne exclusively by the Purchaser. All other expenses or fees or charges relating to the division of …………………………. and the issuing of a separate title deed shall be borne by the Vendor.

11. TECHNICAL SPECIFICATIONS

11.1 The Property forms part of the construction project ……………………… and shall be designed, constructed and completed in accordance to construction laws and regulations, in accordance to the attached architectural plans initialled by the parties and marked as Annex B and in accordance to the technical terms and specifications contained in the attached list initialled by the parties and marked as Annex C.

11.2 The exact area and dimensions of the Property will be those which shall be shown on the separate title deed to be issued by the competent District Land Registry.

11.3 The Vendors may at their absolute discretion and for whatsoever reason refuse any request by the Purchaser for modification, alteration or amendment of whatsoever nature to the architectural plan of construction as per Annex B and the technical terms and specifications as per Annex C.

11.4 Without prejudice to subparagraph 11.3 and provided that no clause under this contract of sale shall be construed as binding the Vendors to accept or undertake any extra work or modification to the Property, the parties hereto concerned agree that any request by the Purchaser to the Vendor for extra work or for any modification in connection with the Property’s construction or design, to the effect that it was agreed upon by the parties in writing, shall be considered a written contract amending and supplementing this contract of sale accordingly.

11.5 In the course of the construction of the Property, the Vendors have the right to modify the architectural plans of construction contained in Annex B and/or the technical terms and specifications contained in Annex C, provided that the Professional architect certifies that the said modifications are necessary for technical or aesthetic reasons or further to a condition imposed by any public or administrative or municipal authority and provided that the modifications will not affect substantially the Property. The changes will be communicated by the Vendors to the Purchaser.

11.6 The Vendor undertakes to use or has used all due care, skill and workmanship in the construction of the Property. The Vendor also undertakes to make good any faults due to defective workmanship and/or materials within a period of twelve (12) months from the date of delivery of the Property.

12. If the Purchaser is required to obtain the Council of Ministers permission, he shall within a reasonable time of the execution of these presents apply to the Council of Ministers and the Vendor undertakes to provide to them all such information as is required for the purpose of obtaining the necessary permission for the acquisition of the Property. It is agreed and understood that the Vendor will supply the Purchaser or his advocates upon such payment as hereinabove provided with all necessary receipts and documents necessary or required by the Council of Ministers in the examination of the Purchaser’s application.

13.(1) In the event of the Council of Ministers rejecting the application of the Purchaser to acquire the Property, the Purchaser shall be at liberty at any time to procure and introduce to the Vendor another Purchaser or Purchasers (entitled to purchase and obtain registration) of the Property upon such terms as would result to no loss to the Vendor whereupon the Vendor shall be under an obligation to transfer and register the Property in the name or names of such Purchaser or Purchasers as shall have been so introduced to him by the Purchaser.

13.(2) Notwithstanding the provisions of the previous clauses and without prejudice to any of the rights conferred to the Purchaser, the Purchaser shall be at liberty at any time from the signing of this Agreement up to the date of the transfer and registration of the Property sold in his name, irrespective of whether he has obtained the permission from the Council of Ministers or not, to request the Vendor in writing to cancel this Agreement, for an amount equal to the Purchase Price and the Vendor will be under the obligation to accept such cancellation, provided that it coincides with the signing of a new contract of sale between the Vendor and a new Purchaser or Purchasers introduced to the Vendor by the Purchaser. It is agreed and understood that such cancellation shall not result to any loss, monetary or otherwise to the Vendor. It is also further agreed that the Purchaser before receiving any refund as mentioned above, will sign all necessary documents or forms necessary for the withdrawal or cancellation of the permission granted by the Council of Ministers to purchase the Property.

14. The Vendor has the right to assign his rights and obligations in respect of receiving the payment of the Purchase Price from the Purchaser to any third party of the Vendor’s choice, who would in such a case be able to collect all payments due under this Agreement in accordance with the mode of payment as described in clause 6 hereof.

15. The Property forms part of …………………….. , in addition to their exclusive ownership in the Property the Purchaser, shall be entitled and be subject to all the rules, regulations, rights and obligations which exist, under the Law, or this Agreement, or the General Agreement referred to in clause 16 herein below. It is agreed that the General Agreement, which regulates the administration of …………………………… in connection with the management, upkeep, maintenance and/or the improvement of the Estate and which will ensure the peaceful enjoyment of the development by all property owners, forms an integral part of this Agreement and that the terms and conditions of such General Agreement are binding not only on the persons signing the same but also their successors in title.

16. In consideration of the above the parties hereto agree and undertake, to sign the General Agreement, which has or shall also be signed by all the purchasers of all the other apartments/Houses/Villas of ……………………… , irrespective of the time of their purchase. The Purchaser undertakes upon the resale or disposal or lease or grant of license of use of the Property to impose upon such new purchaser(s), lessee(s) or licensee(s), clauses to the same effect as these present clauses so that a binding obligation will be imposed upon all subsequent owners or occupiers of the Property to be bound by the terms of the said General Agreement.

17. This Agreement binds the heirs, executors, administrators and successors in title of the parties.

18. Any notice required to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given or served if delivered at or sent by registered post to the registered office of the Vendor and to the Purchasers, of ……………………………………………………………and in such event it shall be deemed to have been served and received seven (7) days after same shall have been put in the post,(via air mail) and proof that it was put in the post shall be sufficient and conclusive evidence of posting thereof and of receipt in the usual course of post within the time aforesaid.

19. All terms and conditions of this agreement are of the essence to this Contract and the breach of any one of them gives the right to the innocent party to terminate the Contract and claim legal damages on posting to the above addresses to the defaulting party a written notice of twenty one (21) days to comply or perform his obligation. If the Purchaser fails to pay the agreed purchase price as described in paragraph 6 above, and upon the termination of the contract by the Vendor, the Vendor will have also the right to apply for an interim order, ordering the Land Registry Officer to delete the registration of the contract from the Land Registry’s record and to sell the Property to any third person in order to minimise the Vendor’s loss and also for an order, ordering the Purchaser to deliver possession of the Property to the Vendor.

20. Notwithstanding the provisions of the above clause or any provisions in this Agreement referring to damages, this Agreement shall be specifically enforceable only on Plot No. ………., covered by Certificate of Registration No. ……. on part of which the Property is constructed. The Purchaser shall have the right to deposit copy of this Agreement with the District Lands Office for specific performance provided that he shall pay the amount described in paragraph 6 (i) above.

21. RESTRICTIONS ON FREEDOM TO SELL

21.1 The parties agree that the Purchaser shall not resell or otherwise dispose of the Property before all financial obligations of the Purchaser to the Vendors, as herein provided, have been fulfilled or without prior written consent of the Vendors.

22. RESTRICTIONS ON FREEDOM TO EFFECT CONSTRUCTION MODIFICATIONS TO PROPERTY

22.1 It is hereby agreed that the Purchaser shall not proceed and effect any type of construction or other modification, alteration, improvement, demolition or other type of construction works on the Property before the transfer of title on the Purchaser’s name, unless written consent to that effect is obtained by the Vendors.

22.2 In circumstances where the Purchaser has not complied to his obligations under the preceding subparagraph and, as a result of such non compliance, the Vendors fail to obtain planning permits or certificates of final approval of the project or issue separate title deeds or any other permit, license or certificate required from any competent authority for the streamlined completion of the project or where such are revoked, the Vendors are hereby given the absolute right to regain possession of the Property and reconstruct or make all necessary modifications to the Property and on the Purchaser’s expense in order to safeguard completion of the project. To this effect, the Vendors are entitled to take any appropriate legal measure, including but not limited to court order for acquiring immediate and unhindered possession of the Property.

23. AMENDMENTS AND MODIFICATIONS

23.1 Any amendment, modification or alteration to this contract of sale shall only be valid if made in writing and signed by both parties hereto.

24. GOVERNING LAW

24.1 This contract of sale and any dispute, disagreement or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed and interpreted according to the Cyprus laws and regulations, without regard to choice of law considerations.

25. JURISDICTION

25.1 This contract of sale and any dispute, disagreement or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be submitted to the exclusive jurisdiction of the Courts of the Republic of Cyprus.

The present Agreement is drawn in the English language and both parties declare that they have read and understood the entire content of this contract of sale.

In witness whereof the parties hereto have hereunto set their respective signature on the date and year first above written.

THE VENDORS THE PURCHASER

1................................... ……………………………….

WITNESSES:

1………………………… 2……………………………