agreement to sale between - shrachi · agreement to sale between ... by and between: shrachi realty...

AGREEMENT TO SALE

BETWEEN

[ ]

AND

SHRACHI REALTY PRIVATE LIMITED

[AGREEMENT TO SALE - BUNGALOW]

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This AGREEMENT TO SALE (“Agreement”) is entered into on this ………… day of ……………. 2010 at ………... BY AND BETWEEN: Shrachi Realty Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Shrachi Tower, 686 Anandapur Road, 8th Floor, Kolkata 700 107 (hereinafter referred to as the “Seller”, which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns) of the ONE PART.


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AND Mr …………………..……, aged about ……………. years, son of ……………..….. and Mrs ……………….…, aged about ………….. years, wife of…………..……., both residing at ………………………………………………………………………………………..…, (hereinafter collectively referred to as the “Purchaser”, which expression shall unless repugnant to the context or meaning thereof mean and include his/her/their heirs, representatives, successors-in-interest, executors and/or assigns) of the OTHER PART;

[OR] …………………………., a company incorporated under the Companies Act, 1956 and having its registered office at ……………………………………………………………… (hereinafter referred to as the “Purchaser”, which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns) of the OTHER PART.

[OR]

……………………………………………., a partnership firm established under the Indian Partnership Act, 1932 and having its office at ………………………………………………… and represented by its authorised partner Mr/Mrs ……………., aged about …………. years, son/daughter/wife of ……………………………. and residing at………………………………………………………………….……., (hereinafter referred to as the “Purchaser”, which expression shall unless repugnant to the context or meaning thereof mean and include the partners of the firm for the time being and their successors and permitted assigns) of the OTHER PART.

[OR]

……………………………….…., a trust/society established under the Indian Trusts Act, 1882/Societies Registration Act, 1860 and having its office at ………………. and represented by its ……….. Mr/Mrs……………, aged about …………… years, son/daughter/wife of ………………………… and residing at…………………………………………………………..……., (hereinafter referred to as the “Purchaser”, which expression shall unless repugnant to the context or meaning thereof mean and include all the trustees of the trust for the time being/all the members of the Governing Body of the society for the time being and their successors-in-office and permitted assigns) of the OTHER PART. “Parties” shall mean collectively the Seller and the Purchaser and “Party” means each of the Seller and the Purchaser individually. WHEREAS:


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A. The Seller has formulated a scheme to develop a residential and commercial complex on 12 acres of land (“Project”) situated at ……………………………..……, in the State of Jharkhand, in a phased manner comprising of residential units like Residential Apartments, Bungalows, Duplex Villa, Row House Duplex and Row House Triplex (“Clusters”) and named it as “Shrachi Greens”. The Phase I of the Project shall be developed on 8 acres of land and Phase II on the remaining 4 acres of land.

B. The Seller is absolutely seized and possessed or otherwise well and sufficiently

entitled to the piece or parcel of land measuring about 8 acres more particularly described in the Schedule I hereunder and has commenced the development of the Phase I of the Project on the Land and has already submitted building plans to the competent authorities for approval.

C. The Purchaser, being desirous of purchasing a Bungalow in the Project,

applied to the Seller by prescribed Application Form No. ……… dated ………. for provisional allotment of the Bungalow (defined below). The said Application Form shall form part of this Agreement.

D. The Purchaser had sent alongwith the Application Form a cheque/demand

draft/……… as Application Money to the Seller for a sum of Rs. …………/-, (which the Seller has duly realised) and the Purchaser has agreed to pay to the Seller the balance of the Sale Price and other charges and deposits in the manner hereinafter appearing.

E. The Seller by its Intimation Letter dated ……………… provisionally allotted the

Bungalow to the Purchaser. The said Intimation Letter shall form part of this Agreement.

F. It was one of the conditions of the provisional allotment that the Purchaser

would enter into an Agreement to Sale with the Seller for the purchase of the Bungalow.

G. At or before entering into this Agreement the Purchaser has satisfied himself

about the terms and conditions contained in this Agreement, the title of the Seller in the Land and its right to develop the Project, to sell and transfer the Bungalow and other dimensions and specifications of the Bungalow agreed to be sold to the Purchaser by the Seller.

NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows: 1. DEFINITIONS AND INTERPRETATIONS

1.1 Definitions


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In the Agreement, (i) capitalised terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and (ii) the following terms shall have the following meanings assigned to them herein below:

“Association” shall mean the body to be created by the owners of the Units; “Bungalow” shall mean Bungalow No. …………., more fully described in Schedule 2; “Cancellation Charges” shall mean 5% (Five Percent) of the Sale Price, 5% (Five Percent) of the Club Charges, the entirety of Holding Charges (if any) and interest on delayed payments, any interest paid, due and/or payable and any other dues; “Club” shall mean the club to be set up by the Seller within the Project for providing recreation facilities exclusively to the owners/residents of the Units; “Club Charges” shall have the meaning assigned to it in clause 6.4; “Common Areas” shall mean the parts and portions of the Land having common areas and facilities earmarked for common use and enjoyment for the owners/residents of the Units; “Effective Date” shall mean the date of execution when the Agreement comes into force; “Force Majeure Events” shall include the following: (a) Act of war, hostilities (whether war be declared or not), invasion, act of

foreign enemies, armed conflict blockade, embargo, revolution, riot, insurrection, civil commotion, act of terrorism or sabotage whether inside or directly involving India or outside and/or not directly involving India;

(b) Rebellion, terrorism, revolution, insurrection, military or usurped power or civil war;

(c) Riot, commotions or other civil disorders; (d) Any act, restraint or regulation of any Governmental Instrumentality

including any local, State, or central government of India or any department, instrumentality or agency thereof including: (i) Any act, regulation or restraint constituting a change in law; (ii) Any failure by a competent authority to grant or renew any

license, permit or clearance within reasonable time (other than for cause) after application having been duly made; or

(iii) the imposition of any material condition on the issuance or renewal or continuance of any approval from a competent authority.

(e) Any local issues which may hamper the implementation of the Project; (f) Flood, cyclone, lightning, earthquake, drought, storm or any other

effect of natural elements;


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(g) Epidemic, famine or plague; (h) Radioactive contamination or ionizing radiation; (i) Fire, explosion or accident leading to breakage of facilities, plant or

equipment or chemical contamination thereof; (j) Strike, lockout or other labour difficulties; or (k) Legal proceedings or any other order, rule or notification issued by

competent authorities effecting the development of the Project. “Holding Charges” shall have the meaning assigned to it in Clause 7.7; “Land” shall mean the 8 acres of land described in Schedule 1 of this Agreement and shall also include the 4 acres of land when Phase II of the Project is launched; “Maintenance Company” shall mean the organisation responsible for providing maintenance services in the Project which could be a division, associate or company of the Seller; “Private Area” shall mean the private garden area or ground floor area in front or back of or adjacent to or appurtenant to certain Units in the Project which the Seller has the right to demarcate and allot to specific owners for their exclusive ownership, use and enjoyment; “Sale Price” shall mean sale price of the Bungalow specified in Schedule 3 comprising the base price of the Bungalow and location PLC (if any); “Undivided Interest” shall mean the undivided, proportionate, indivisible and impartible share in the Land comprised in the Common Areas of the Project; and “Unit” shall mean each unit of residency in the Clusters and the expression “units” shall be construed accordingly.

1.2 Interpretation 1.2.1 Reference to a person includes a reference to a corporation, firm,

association or other entity and vice versa. 1.2.2 Words in singular shall include the plural and vice versa.

1.2.3 Reference to a gender includes a reference to all other genders.

1.2.4 A reference to any legislation, enactment, statutory provision or to any

provision of any legislation shall be a reference to it as it may have been, or may from time to time be, amended, modified, consolidated or re-enacted;

1.2.5 Any reference to an Article, Recital, Clause, Annexure or Schedule

shall be deemed to be a reference to an article, recital, clause, annexure or schedule of this Agreement; and


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1.2.6 The headings used herein are inserted only as a matter of

convenience and for ease of reference and shall not affect the construction or interpretation of this Agreement.

2. COVENANT FOR SALE AND PURCHASE

The Seller shall sell and the Purchaser shall purchase the Bungalow, subject to fulfilment of the terms and conditions given herein below.

3. PAYMENT OF SALE PRICE 3.1 Payment schedule

3.1.1 The Purchaser shall pay to the Seller the balance Sale Price of Rs ……….………….. and the Club Charges of Rs ……………… in the manner stipulated in the payment schedule contained in Schedule 3 of this Agreement.

3.1.2 Where the payment of instalments is linked to construction, the Seller

shall issue notices from time to time (“Payment Notices”) for payment of the instalments on completion of each stage of construction (“Milestones”) as mentioned in Schedule 3. The decision of the Architect (appointed by the Seller) about the completion of the Milestones shall be final and binding on the Purchaser and the Seller. The Purchaser shall pay the instalments and all other dues within the due dates as would be mentioned in the Payment Notices.

3.2 Prompt payment

3.2.1 The Purchaser assures the Seller that the Sale Price as also any other

charges or expenses or deposits mentioned in this Agreement shall be paid in accordance with the due dates mentioned in the Payment Notices or as laid down in Schedule 3 or in any other clauses of this Agreement without default. Timely payment shall be the essence of this Agreement. The Seller has informed the Purchaser and the Purchaser is aware that any default in payments would jeopardize the entire Project as well as expose the Seller to financial losses and also affect the other purchasers and the completion of the Project.

3.2.2 All payments shall be made in cheque/Draft/RTGS in favour of the

Seller payable at Kolkata or Jamshedpur and shall be considered to have been received by the Seller only when the amount is credited in the account of the Seller. In the event any cheque /Draft submitted by any Purchaser is returned unpaid, a penalty of Rs. 500.00 (Rupees Five Hundred only) shall be levied on such Purchaser at the sole discretion of the Seller.


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3.3 Delayed payments

3.3.1 Any delay or default on the part of the Purchaser to pay the amounts payable by him to the Seller under this Agreement on the due dates as stipulated, shall be construed as a breach committed by the Purchaser and in event of such breach, the Seller shall be entitled to charge interest at the rate of 15% per annum for the period of delay.

3.3.2 If the default continues for a period of 2 (Two) months, the Seller shall

have the right to cancel this Agreement in accordance with Clause 12.1 herein.

3.3.3 The Seller shall be entitled to adjust/appropriate payments made by

the Purchaser first against any interest payable or due or any outstanding dues under any head(s), if any then remaining unpaid by such Purchaser, and then towards the instalment/charges and the Purchaser shall be deemed to have authorised the Seller to do so and undertakes not to object to such adjustments made by the Seller.

3.4 Raising of finance by Seller

The Seller shall have the right to raise finance and/or loan from any financial institution and/or bank and for that purpose create mortgage, charge on the Land and/or securitization of the receivables but subject to the condition that the Bungalow shall be free from all encumbrances at the time of execution of Sale Deed.

3.5 Raising of finance by Purchaser

The Purchaser may obtain finance from any financial institution/bank or any other source but the Purchaser’s obligation to purchase the Bungalow pursuant to this Agreement shall not be contingent on the Purchaser’s ability or competency to obtain such financing and the Purchaser shall remain bound by this Agreement whether or not he/she has been able to obtain financing for the purchase of the Bungalow.

4. CONSTRUCTION 4.1 Designs etc.

The Seller shall construct the Bungalow in accordance with the plans and designs approved by the authorities concerned and as per the specifications and particulars of construction contained in Schedule 4.

4.2 Variations

The Purchaser acknowledges that, in the course of construction certain changes, deviations or omissions may be required by governmental authorities having jurisdiction over the Land or certain design changes may be suggested by the Architect appointed by the Seller. Further, job conditions


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on the Project may require certain changes, deviations or omissions, or Seller may deem that certain changes, deviations, additions or omissions are necessary or are in the best interest of the Project. Any changes, additions, deviations or omissions recommended by the Seller, the Architect or governmental authorities are hereby authorized by the Purchaser.

4.3 Seller Agrees

The Seller hereby agrees to observe, perform and comply with all the terms and conditions, stipulations and restrictions, if any, which may have been imposed by the concerned authority at the time of sanctioning of the plans or thereafter and shall before handing over possession of the Bungalow to Purchaser, obtain from the concerned authority occupation and/or completion certificate in respect of the Bungalow.

4.4 Site visits

The Purchaser shall not, without a prior scheduled appointment, make any visits to the construction site, it being recognized that the construction site contains hazardous conditions.

5. DEVELOPMENT OF PHASE II 5.1 Phase II

The Purchaser hereby agrees that the Seller shall have full and absolute right without any interference to develop the Phase II of the Project on the adjacent 4 acres of land by constructing residential Bungalows, duplex villa, row house duplex, row house triplex as well as units for commercial use (“Clusters”).

5.2 Easement Right The land comprised in Phase I and II shall have common easement rights and all the Unit owners of the buildings on the land comprised in both the Phases of the Project shall have the right to use the approach road and other common areas and facilities (including the Club) comprised on the total 12 acres of land, for which the Purchaser of its own and/or with the Association and/or its members shall not raise any objection of whatsoever nature.

6. THE CLUB 6.1 The Club

6.1.1 The Seller proposes to set up the Club which, together with its assets

and facilities, shall form part of the Common Areas of the Project. The Seller reserves the right to decide the amenities and facilities to be provided in the Club.


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6.1.2 It is expected that the Club will become operational simultaneously with the completion of the Phase I of the Project.

6.2 Club membership

6.2.1 The membership of the Club shall be in the name of individual residents of the Project only (i.e. no corporate membership). However, if the owner of a Unit is other than an individual, it will be required to nominate the occupier of such Unit, who, for all purposes, will be treated as the member of the Club.

6.2.2 The Purchaser understands that the membership of the Club is

compulsory for every owner of the Units and each member shall have the right of use the Club and its facilities on payment of charges and observance of rules and regulations of the Club. No right or lien of any nature whatsoever will be created or deemed to be created in favour of members, in respect of the assets of the Club.

6.2.3 The tenants and lessees of any Unit shall also be eligible for

membership of the Club. 6.2.4 The detailed terms and conditions of membership and rules and

regulations governing use of the Club facilities will be formulated and circulated in due course before the Club is made operational. The Purchaser shall abide by these rules and regulations.

6.3 Running of the Club

The Club will be managed, operated and maintained initially by the Maintenance Company till the formation of the Association. Once the Association is formed, the Club will be managed by the Association. The operational costs/charges of the Club will be included in the Maintenance Charges and be as determined from time to time by the Maintenance Company and/or the Association.

6.4 Club Charges

The Club Charges shall be a lump sum amount of Rs 30,000/- (Rupees Thirty thousand) excluding Service Tax at prevailing rates payable in accordance with the payment schedule mentioned in Schedule 3. In addition to this one time payment, usage based charges including membership fees, as may be determined by the Maintenance Company/Association from time to time, shall also be payable for the use of the facilities in the Club.

6.5 No delay

It is understood by the Purchaser that non operation of the Club or any of the facilities shall not be deemed as delay in handing over the possession of the Bungalow and the Purchaser shall take possession of the Bungalow whenever


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the same is offered for possession by the Seller in accordance with this Agreement.

7. HANDING OVER OF POSSESSION 7.1 Expected possession time

Based on the present plans and estimations, the Seller endeavours to complete construction of the Bungalow and hand over possession thereof to the Purchaser within 24 months from the Effective Date or from the date building plans are sanctioned by the authorities concerned, which ever is later.

Provided that the Seller shall be entitled to reasonable extension of time for giving delivery of the Bungalow on the aforesaid date, if the completion of the Bungalow is delayed on account of: (i) Force Majeure Events; (ii) any delay in payments stipulated in this Agreement by the Purchaser;

(iii) any delay in obtaining any approval, sanction of the authorities

concerned;

(iv) any delay due to any order, notification of authorities concerned;

(v) any delay in obtaining electricity and/or water connections; and

(vi) any default by the Purchaser of the terms and conditions of this Agreement.

7.2 Condition precedent

The Purchaser shall not be entitled to the possession of the Bungalow until payments of Sale Price and other charges, expenses or deposits due to the Seller under this Agreement have been cleared in full, regardless of whether work in other Units and in Common Areas or facilities and amenities has been completed or not.

7.3 Mode of giving possession

The Seller shall serve upon the Purchaser a notice in writing (“Possession Notice”) to take over possession of the Bungalow within 15 (Fifteen) days (“Possession Period”) from the date of the Possession Notice. It will not be necessary for the Seller to complete the larger and/or the particular Common Areas and installations before giving such notice but shall be liable to complete the same within a reasonable time thereafter. Upon the Purchaser complying with all provisions, formalities, documentation, etc. as may be prescribed by the Seller in this regard and provided the Purchaser is not in default of any of the terms and conditions of this Agreement, the Seller shall


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give possession of the Bungalow to the Purchaser on a date (“Possession Date”) mutually agreed but within the Possession Period.

7.4 Deemed Possession

It is understood by the Purchaser that even if the Purchaser fails to take possession of the Bungalow within the Possession Period, the Purchaser shall be deemed to have taken possession on the 25th day from the date of Possession Notice which date, for all purposes and irrespective of the actual date when the Purchaser takes physical possession of the Bungalow, will be deemed to be the Possession Date.

7.5 Responsibilities

On and from the Possession Date:

7.5.1 The Bungalow shall be at the sole risk and cost of the Purchaser and the Seller shall have no liability or concern thereof;

7.5.2 The Purchaser shall become liable to pay the maintenance charges in

respect of the Bungalow and the Common Areas and facilities on and from the Possession Date;

7.5.3 All taxes, deposits and other levies/charges imposed, demanded or

required to be paid to the authorities concerned relating to the Undivided Interest shall be paid and borne by the Purchaser proportionate to his interest therein and those relating only to the Bungalow shall be borne solely and conclusively by the Purchaser, with effect from the Possession Date.

7.5.4 All other expenses necessary and incidental to the management and

maintenance of the Project. 7.6 Failure to give possession

In case possession of the Bungalow is not offered to the Purchaser within the period as stipulated in clause 7.1 above, the Purchaser, if he is otherwise not in default, shall be entitled to receive from the Seller interest at prevailing savings bank rate of any nationalised Bank for the period of delay on the amount received from the Purchaser and to no other compensation of any kind. Provided that in the event of non availability of a building material in the market or Truckers’ Strike or any other impedance consequent to Force Majeure Events or for any other reason which is beyond the control of the Seller, the Purchaser shall be deemed to have given extension to the Seller, for the entire duration of such Force Majeure Events, for handing over the possession of the Bungalow to the Purchaser.


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7.7 Holding Charges

In case the Purchaser fails to take possession of the Bungalow within the Possession Period, the Purchaser shall be liable to pay to the Seller holding charges @ Rs 3000 (Rupees Three thousand) per month (“Holding Charges”), the charges mentioned in Sub-clauses 7.5.2 to 7.5.4 above. In any event, if the possession is not taken by the Purchaser within 6 (six) months from the Possession Notice, the Seller shall have the right to cancel this Agreement in accordance with Clause 12.1 herein.

8. REGISTRATION 8.1 Sale Deed

8.1.1 The Sale Deed for sale of the Bungalow will be executed and registered in favour of the Purchaser after the Bungalow has been constructed and all payments then due and payable by the Purchaser to the Seller stands paid by the Purchaser. The Seller shall serve upon the Purchaser a notice in writing for execution and registration of the Sale Deed on or within a date to be notified in such notice and the Purchaser shall abide by the same. In any event, if the Sale Deed is not executed and/or registered within 6 (six) months from the notified date for defaults of the Purchaser, the Seller shall have the right to cancel this Agreement in accordance with Clause 12.1 herein.

8.1.2 The Sale Deed of the Bungalow shall be drafted by the

Solicitors/Advocates of the Seller and shall be in such form and contain such particulars as may be approved by the Seller. No request for any changes whatsoever in the Sale Deed will be entertained by the Seller unless such changes are required to cure any gross mistake or typographical or arithmetical error.

8.1.3 The stamp duty, registration charges, legal fees (1% of the Sale Price of

the Bungalow), and all other costs of and incidental to the execution of this Agreement and the Sale Deed and other documents to be executed in pursuance thereof shall be borne and paid prior to the possession by the Purchaser as ascertained and fixed by the Seller. The same shall be paid by the Purchaser within 15 days from the date of demand by the Seller.

8.2 No objection from Banks etc.

In case of the Purchaser taking loan from any Bank/ Financial Institution, the Sale Deed in favour of the Purchaser shall be executed only upon the Seller receiving ‘No Objection Certificate’ from such Bank/ Financial Institution and the Sale Deed shall be handed over to the lending institution, if so required by them.


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9. COMMON AREAS AND FACILITIES AND AMENITIES 9.1 Undivided interest

The Purchaser together with all other purchasers of Units in the Project shall have only proportionate undivided variable and impartible interest and not any individual right in all Common Areas, amenities and facilities built or provided in the Project for the common use and enjoyment.

9.2 Commercial rights

The Seller shall have the right to put hoarding, neon signs or communication equipments in its name or in the name of its affiliates in the Common Areas of the Project. The Seller shall however be liable to pay the applicable Maintenance Charges for the same.

9.3 Water supply

9.3.1 Water supply to the residents of the Project will be made available from deep tube wells or any other available source as may be permitted by the authorities concerned. Installation of on-line pumps to boost water supply is not permitted.

9.3.2 The Bungalow shall be given one water supply connection. The

Purchaser shall reimburse the installation cost thereof to the Seller and when demanded by the Seller and the usage charges will be applicable on actual consumption basis. However, after handing over the Common Areas and facilities of the Project, the Maintenance Company/Association may make alternative arrangement for supply of potable water from the municipal/competent authority concerned and create necessary permissible infrastructure for the same at a cost which will be reimbursed by the Purchaser alongwith the other owners of the Units as and when demanded by the Maintenance Company/Association.

9.4 Sewerage

9.4.1 The entire sewage of the Project will be treated by a Sewage Treatment Plant (“Plant”) having the latest sewage treatment technology. This Plant will efficiently treat the sewage and provide clean treated water at the end, which may be used for horticulture purposes. All the Units in the Project are to be connected to this system.

9.4.2 The Purchaser shall pay the proportionate installation charges of the

Plant and the sewage system connections at the rate of Rs. 6 (Six) per square feet of the total built up area of the Bungalow as and when the Seller calls for such payment. For greater efficiencies and environmental reasons, the Purchaser shall not dispose of solid wastes like paper and kitchen waste into the waste drains of toilets and kitchens.


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9.5 Solid waste management

The Seller/Maintenance Company/Association or any agency appointed by the Seller/Maintenance Company/Association will arrange for collection and disposal of solid waste as per relevant statutes.

9.6 Storm water disposal

There will be a network of storm water management system through the entire Project. In order for this system to work, it is imperative that the drains are kept clear and clean at all locations.

9.7 Power supply

9.7.1 Installation costs, deposits and other charges to be paid by the Seller to the Power Supply Authority concerned towards obtaining, installing power and for providing electricity to Common Areas like street light, parks, green verge, community facilities etc., shall be borne and payable by the Purchaser proportionately. The Seller/Maintenance Company/Association shall recover such installation costs, deposits and other charges from the Purchaser.

9.7.2 The Purchaser shall be liable to pay for power arrangements at the

rate of Rupees 60 (Sixty) per square feet of the total built up area of the Bungalow.

9.7.3 The Purchaser shall pay for the Electricity Security Deposit (“ESD”) for

individual electric meters to be allotted to him by the Power Supply Authority.

9.7.4 In case the Power Supply Authority fails to provide individual meter to

the owners of the Units and makes provision for a Bulk Supply, the Seller shall provide sub-meters to the owners of the Units, Including the Purchaser, upon payment of the proportionate ESD payable to the Power Supply Authority for such connection. The amount recoverable from the Purchaser towards ESD will be intimated in due course as soon as the same is known to the Seller and the Purchaser shall pay the same within the due date to be mentioned by the Seller.

9.7.5 The ESD would be subject to revision and replenishment and the

Purchaser shall be liable to pay proportionately such revision and replenishment to the Power Supply Authority as per their norms. In such cases the Purchaser may be required to enter into a separate agreement for supply of electricity through sub-meters.

9.8 Diesel Generator backup

9.8.1 The Purchaser will be provided power back up of 1000 Watt and will be charged extra both for installation and consumption of power as


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intimated by the Seller. The Purchaser may opt for power back up of over and above 1000 Watt but upto maximum of 2000 Watt by making specific request to that effect to the Seller.

9.8.2 The Purchaser shall be liable to pay installation charges of Rs 35,000

(Rupees thirty five thousand) for DG Power of 1000 Watt and Rs. 70,000 (Rupees Seventy Thousand) for DG Power of 2000 Watt and the same shall be paid to the Seller within the due date to be notified thereof by the Seller.

9.8.3 The actual running cost and maintenance charges of DG will be

separately charged from the Purchaser alongwith the other owners of Units on the basis of proportionate backup power subscribed by him. The actual running and expenses for the DG for Common Areas will be charged from the owners of the Units.

9.9 Additions or replacements

As and when any plant and machinery, including but not limited to, DG sets, electric sub-stations, pumps, fire fighting equipment or any other plant, machinery and/or equipment of capital nature etc. require replacement, up gradation, additions etc. the cost thereof shall be contributed by the Purchaser alongwith all the other owners of the Units on pro-rata basis as may be specified by the Maintenance Company/Association. The Seller or the Maintenance Company or the Association shall have the sole authority to decide the necessity of such replacement, upgradation, additions etc. including its timings or cost thereof and the Purchaser agrees to abide by the same.

10. MAINTENANCE AND ASSOCIATION 10.1 Maintenance Company

Upon completion of the Phase I of the Project and until the formation of the Association, the Seller will hand over its management for maintenance to the Maintenance Company for which the Purchaser may be required to execute an agreement (“Maintenance Agreement”) with the Maintenance Company.

10.2 Association

The Purchaser shall become a member of the Association. The Purchaser shall observe and abide by all the bye-laws, rules and regulations prescribed by the Association in regard to ownership or enjoyment of the Bungalow or Common Areas and facilities in the Project.

10.3 Maintenance Charges

For the enjoyment and maintenance of the Common Areas and facilities of the Project, the Purchaser shall be liable to pay per month the proportionate


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maintenance charges (“Maintenance Charges”) of such area and facilities as may be fixed by the Maintenance Company/Association from time to time. The Maintenance Charges shall become payable from the Possession Date. In case the Purchaser fails to pay any amount payable to the Maintenance Company/Association:

10.3.1 The Purchaser shall not be entitled to avail any maintenance services;

10.3.2 Interest @ 15% per anum will become payable by the Purchaser;

10.3.3 The Maintenance Company/Association shall adjust the unpaid

amount from the IFSD. 10.4 Maintenance Security Deposit

10.4.1 An interest free corpus deposit (“Maintenance Security Deposit”) calculated at the rate of Rupees 10/- per sq ft of the total built up area of the Bungalow shall be paid by the Purchaser to the Seller within the due date to be mentioned in the Possession Notice.

10.4.2 The Maintenance Security Deposit shall be used by the

Seller/Maintenance Company/Association for repair of Common Areas, facilities and equipments provided in Shrachi Greens. Notwithstanding the above, the Seller reserves the right to utilize this deposit to adjust any realizable dues from the Purchaser.

10.4.3 The unused portion of the Maintenance Security Deposit shall be

transferred to the Maintenance Company/Association as and when desired by the Maintenance Company/Association.

10.4.4 If at any time the Maintenance Security Deposit shall fall below the

prescribed limit mentioned above, the Purchaser shall make good such shortfall immediately on demand being made by the Company/Maintenance Company/Association.

10.5 Interest Free Security Deposit

10.5.1 The Purchaser shall pay, over and above the monthly running Maintenance Charges and the Maintenance Security Deposit, an amount equivalent to 6 (Six) months proposed monthly Maintenance Charges towards the Interest Free Security Deposit (“IFSD”) to the Seller calculated at the rate of Rs 1.50 (One Rupee Fifty Paisa) per square feet of the total built up area of the Bungalow per month within the due date to be mentioned in the Possession Notice.

10.5.2 The IFSD shall be kept with the Seller or the Maintenance Company in

order to secure adequate provision of the maintenance services and due performance of the Purchaser in promptly paying the maintenance bills and other charges as raised by the Maintenance Company/Association. If the said IFSD remains unutilised then the same


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shall be transferred to the Maintenance Company/Association without interest.

10.5.3 If at any time the IFSD shall fall below the prescribed limit mentioned

above, the Purchaser shall make good such shortfall immediately on demand being made by the Company/Maintenance Company/Association.

11. COVENANTS OF THE PURCHASER 11.1 Extra FSI

The Purchaser hereby gives consent to the Seller that the Seller shall have full right, title and interest to use and utilize the additional FSI/FAR/TDR in respect of the Land which may be made available by the authorities concerned even after the Sale Deed of the Bungalow has been executed and the Purchaser or the Association or any member of the Association shall not raise any objection of whatsoever nature for the same.

11.2 Residential use

The Purchaser shall not use the Bungalow or permit the same to be used for purpose other than residential or for any purpose which may or is likely to cause nuisance or annoyance to the occupiers of other Units or for any illegal or immoral purposes.

11.3 Hazardous materials

The Purchaser shall not store in the Bungalow any goods which are of hazardous, combustible or dangerous nature or storing of which goods is objected to by the concerned local or other authority.

11.4 Constructions, Additions and Alterations

The Purchaser shall not make any additions or alterations in the Bungalow or put up any construction in the open space within the boundaries of the Bungalow or construct any boundary wall/fencing surrounding the area of the Bungalow or cause damage to or nuisance in the Project in any manner. In case any partitions, interiors, false ceilings etc. are installed by the Purchaser, then all necessary permissions from the authorities, if required, will be obtained by the Purchaser directly at his own cost. In any case the Purchaser shall not be entitled to carry out any structural changes in the Bungalow.

11.5 Advertisements etc.

The Purchaser shall not put up any name plate, sign board, neon sign, publicity or advertisement material in the Common Areas of the Project and shall not change the colour scheme of the outer walls or painting of the


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exterior side of the doors and windows etc. or carry out any change in the exterior elevation or design, with a view to maintain uniform aesthetics.

11.6 Co-operation

The Purchaser shall at all times co-operate with the other purchasers/occupiers of the Units in the management and maintenance of the Bungalow and the Project.

11.7 Transfer of Bungalow

11.7.1 The Purchaser shall not transfer or assign the Bungalow and/or any other rights under this Agreement without prior written permission from the Seller till such time as all payments under this Agreement are cleared. The Seller shall retain the first right of refusal for such transfer of rights.

11.7.2 Where the Seller does not exercise the above right of pre-emption then

in that event transfer of Bungalow before the completion and handover of the Bungalow, the Purchaser shall pay a transfer fee @ 3% of the Sale Price then prevailing and 3% of the Club Charges to the Seller. Such transfer however shall be permissible only if the first instalment as per this Agreement has been paid in full and all other payments that may be due as on date under this Agreement have been cleared in total.

11.8 Taxes

11.8.1 If at any time after the Effective Date there be imposition of any new or enhancement in any tax or levy or fees or charges (including stamp duty and/or registration charges) on the transfer or construction of the Bungalow, the same shall be borne and paid by the Purchaser within 7 (Seven) days of demand being made by the Seller without raising any objection thereto.

11.8.2 The Purchaser shall pay the proportionate rates, charges and fees till

such time the Bungalow is not mutated and separately assessed and thereafter timely pay all rates and taxes to ensure that none of the owners of other Units or the Seller or the Association, as the case may be, is affected in any manner for any non or untimely payment.

11.9 Undivided Interest

In case ultimately the Seller constructs or cause to be constructed more area or less than that planned by the Seller at present then in such event the Undivided Interest shall be increased or reduced accordingly but the consideration and other amounts agreed to be paid by the Purchaser shall not be affected by such variation.


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11.10 Claims etc. 11.10.1 After possession of the Bungalow is taken over, the Purchaser shall not

be entitled to raise any dispute against or claim any amount from the Seller on account of any bad workmanship or inferior quality of the material used or on account of any constructional defect in the Bungalow.

11.10.2 Complaints, if any, regarding specifications, fittings and fixtures etc.

provided in the Bungalow shall be required to be brought to the notice of the Seller within 15 days of taking over possession of the Bungalow.

11.10.3 The Seller shall not be responsible for any damage caused to the

Bungalow on account of delay in taking over possession and in such event the Purchaser will have to take possession of the same on as is where is basis.

11.11 Private Areas

The Purchaser shall not interfere with the peaceful enjoyment and maintenance of the Private Areas of other purchasers in various Clusters and claim any rights thereto or deprive the other purchasers of such Private Areas.

12. CANCELLATION 12.1 Cancellation by Seller

In the event of the Purchaser committing a breach of any of the terms and conditions of this Agreement and pursuant to a written notice from the Seller for rectification/remedy of the default within a period of 15 (Fifteen) days, if the Purchaser fails to rectify such breach to the satisfaction of the Seller, the Seller shall be at liberty to: 12.1.1 cancel this Agreement; and 12.1.2 forfeit from the amounts till then paid by the Purchaser, an amount

equal to the Cancellation Charges by way of agreed liquidated damages and refund the balance (if any) to the Purchaser without interest; and

12.1.3 sell the Bungalow to any other purchaser without reference to the

Purchaser on such terms and conditions as the Seller may deem fit.

12.2 Cancellation by Purchaser

If at any time after the Effective Date, the Agreement is cancelled by the Purchaser, the Seller shall be at liberty to:


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12.2.1 forfeit from the amounts till then paid by the Purchaser, an amount equal to the Cancellation Charges by way of agreed liquidated damages and refund the balance (if any) to the Purchaser without interest; and

12.2.2 sell the Bungalow to any other purchaser without reference to the

Purchaser on such terms and conditions as the Seller may deem fit.

13. DISPUTE RESOLUTION 13.1 Negotiations

The Parties shall attempt in good faith to resolve any dispute, difference, conflict or claim arising out of or in relation to the Agreement through negotiations. If the dispute has not been settled through negotiation within fourteen (14) days from the date on which either Party has served written notice on the other of the dispute (“Dispute Notice”) then the following provisions shall apply.

13.2 Arbitration

In the event of a dispute arising out of or in connection with the Agreement not being resolved in accordance with the above provisions, either Party shall be entitled to, by notice in writing (“Arbitration Notice”) to the other Party, refer such dispute for final resolution by binding arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitral tribunal shall be composed of one arbitrator who shall be the then Chairman of the Board of Directors of the Seller or such person nominated by him. 13.2.1 All proceedings in any such arbitration shall be conducted in English.

The proceedings shall be held in Kolkata, West Bengal. 13.2.2 The arbitrator shall have the power to award interest on any sums

awarded;

13.2.3 The arbitration award shall be final and binding on the Parties, and the Parties agree to be bound thereby and to act accordingly; and

13.2.4 The arbitrator may award to a Party that substantially prevails on the

merits, its costs and reasonable expenses (including reasonable fees of its attorneys/counsel).

14. GENERAL PROVISIONS 14.1 Modifications

The Agreement shall not be modified or amended in any respect except by a written agreement executed by the Parties.


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Provided that where the Seller agrees to modify or amend the Agreement, no such modification or amendment shall be carried out unless the Purchaser pays an amount of Rs 5000 (Five Thousand) per change so requested.

14.2 Non-waiver

Any failure or delay by the Parties in exercising any right or remedy provided by law under or pursuant to this Agreement shall not impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.

14.3 Entire agreement

This Agreement together with the duly filled in Application Form alongwith the Basic Terms and Conditions contained therein and the Intimation Letter constitute and contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and in case of any discrepancy and/or for the purposes of interpretation, the clauses and/or Schedules of this Agreement shall have an over-riding effect.

14.4 Indemnity

Each Party (“Indemnifying Party”) shall indemnify and agrees to defend and to keep the other (“Indemnified Party”) indemnified including its successors, officers, directors, agents and employees and save harmless against all costs, expenses (including attorneys’ fees), charges, loss, damages, claims, demands or actions of whatsoever nature by reason of: i. the non-performance and non-observance of any of the terms and

conditions of the Agreement by the Indemnifying Party; ii. acts of negligence or intentional misconduct by the Indemnifying

Party; iii. breach of the provisions of this Agreement by the Indemnifying Party; iv. any representation and warranty, express or implied, by the

Indemnifying Party found to be misleading or untrue; v. failure by the Indemnifying Party to fulfill its obligations under any

applicable law; and 14.5 Co-operation

Should any claim, demand, suit or other legal proceeding be made or instituted by any Party against any third party which arises out of any of the matters relating to this Agreement, each Party shall give the other all pertinent information possessed by such Party and reasonable assistance in the defence or other disposition thereof.


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14.6 Further Assistances

The Parties shall, with all reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by the Agreement and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of the Agreement and carry out its provisions.

14.7 Relationship of Parties

The Agreement is entered amongst the Parties on principal to principal basis.

14.8 Severability

If any term, covenant, condition or provision of the Agreement, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of the Agreement or the application of such term, covenant, condition or provision to any other person or any other circumstance (other than those as to which it shall be invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law.

14.9 Notices

All notices to be given by any Party to the other whether hereunder or otherwise shall be given in writing and signed by the Party giving it. Such notice shall be served by sending by fax to the number set forth below or delivering by hand, e-mail or courier to the address set forth below in respect of each Party:

A. SELLER:

Address : Shrachi Realty Private Limited Fax : E-mail : Attn : Mr/Ms

B. PURCHASER:

Address : Fax : E-mail : Attn : Mr/Ms

14.10 Jurisdiction

The Courts at Jamshedpur shall have exclusive jurisdiction.


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14.11 Counterparts

The Agreement shall be executed in 2 (Two) originals with one copy for each Party and each such counterpart shall be treated as an original as if the parties hereto had executed the same document at the same time.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN. Signed for and on behalf of [SHRACHI REALTY PRIVATE LIMITED] By : …………….. Title : …………….. FOR INDIVIDUALS Signed by [PURCHASER] By : …………….. FOR INDIVIDUALS (POA) Signed for and on behalf of [PURCHASER] By : …………….. Title : Power of Attorney holder FOR OTHER THAN INDIVIDUALS Signed for and on behalf of [PURCHASER] By : …………….. Title : …………….


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SCHEDULE 1 (Description of the Land)

All that the piece and parcel of land measuring approximately 8.14 Acres within:

1. District - East Singbhum, Mouza - Pardih, Police Station – Mango, Survey Thana

No. - 1641, Ward No - 8, M.N.A.C., District Sub Registry Office at Jamshedpur, being Plot Nos. 76, 77, 78, 79 and 80, recorded under Khata Nos. 196, 287 and 288; and

2. District - Seraikella Kharsawan, Mouza - Tamulia, Police Station – Chandil, Survey

Thana No. - 333, Halka No. - 2, District Sub Registry Office at Seraikella, being Plot Nos. 810, 813, 807, 809, 772, 824, 770, 768, 825, 761, 829, 821, 822, 766, 826, 823, 827, 769, 771, 828, 764, 820, 817, 816, 808, 830, 767, 819, 818, 811 and 812 recorded under Khata Nos. 29, 156, 162, 64, 66 and 195;

delineated on Plan A annexed hereto and bordered in colour Red thereon and butted and bounded as follows:

On The North - Private Land On The East – Pardih Road On The West - Private land On The South – Private Land

SCHEDULE 2 (The Bungalow)

Bungalow No……….. on approximately ………….. Cottah of land having a total built up area (equivalent to super built up area) of ………… square feet together with the Undivided Interest.

SCHEDULE 3 (Sale Price payment schedule)

1. Sale Price

A. Base Price: Rs._________________ @ Rs. _________ per square feet

B. Location PLC (if any): Rs._______________ @ Rs. ___________ per

square feet

Sale Price (A+B) = Rs._________________


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2. Club Membership Charges: Rs. _________________ 3. Instalment Payment Schedule:

Sale Price: Rs.___________________________

Balance Sale Price as per Clause 3.1: Rs …………………….(Sale Price – Application Money)

Milestone/ Payment schedule :

4. Down Payment Schedule:

Sale Price: Rs ………………………….

Discount: ______ %

Sale Price (after discount): Rs _______________________

Balance Sale Price as per Clause 3.1: Rs ……………………. (Sale Price – Application Money) payable within _____________________ days from the Effective Date

Club Membership Charges: Rs._____________________

Discount: _____________%

Club Membership Charges (after discount): Rs …………. payable within …… days from the Effective Date.

Application Money Rs. __________________(5% of Sale Price)

Within 30 days from the Effective Date

Rs. __________________(15% of Sale Price + +50% of Club Membership Charges + Applicable Service Tax on Club Membership Charges

Within 3 months from the date of ATS

Rs. __________________(15% of Sale Price )

Within 6 months from the date of ATS

Rs. __________________(15% of Sale Price )

On Completion of Foundation Rs. __________________(10% of Sale Price ) On completion of Roof casting Rs. __________________(15% of Sale Price) On completion of External Plaster Rs. __________________(10% of Sale Price) Within due date mentioned in the Possession Notice

Rs. __________________(15% of Sale Price +50% of Club Membership Charges + Applicable Service Tax on Club Membership Charges


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SCHEDULE 4 (Specifications)

1 Foundation R.C.C Foundation

Bed Rooms-floor Vitrified Tiles / Laminated Wooden flooring

2

Bed Rooms – walls Plaster of Paris

Living / Dining – floor Vitrified Tiles 3 Living / Dining – walls Plaster of Paris

Kitchen Modular Type Kitchen floors Vitrified Tiles walls Glazed tiles 2'-0" over the counter counter Granite

4

sink Stainless Steel

Toilet floors Anti skid Ceramic Tiles walls Glass tiles / ceramic WC Good quality EWC wash Basin Porcelain

5

fittings Good quality CP fitting

6 Door Painted Flush door / Imported Modular Door

7 Window UPVC / Anodized Aluminium

8 External Finish Weather coat paint over plaster

9 Electrical Concealed Copper wiring and modular switch

10 Stair case Stone / Ceramic Tiles Telephone & Cable TV wiring 11 Other Facilities Point for Washing machine with inlet and outlet

agreement to sale between - shrachi · agreement to sale between ... by and between: shrachi realty...

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