Package Deal Agreement For Sale Of Flats In Bulk To A Purchaser - Legal Draft

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Category : Agreements Sale

This Agreement made

at .................. on .................. this .............. day of

............., 2000, Between (1) A, son of................ resident of

............... (2) B, son of ............................. resident of

..................................... and (3) C, son of

.............................. resident of ........................

(hereinafter called "the Vendor", which expression shall, unless it

be repugnant to the context or meaning thereof, be deemed to mean and include

their heirs, executors, administrators and Assigns) of the ONE PART and the

................... a company incorporated under the Companies Act, 1956 and

having its registered office at ......................... (hereinafter called

'the Purchasers', which expression shall, unless it be repugnant to the context

or meaning thereof, be deemed to mean and include its successors and assigns)

of the OTHER PART.Whereas the Vendors

are absolutely seized and possessed or otherwise well and sufficiently entitled

to the piece or parcel of land bearing Plot No ............. situated

at.......................................... more particularly described in the

First Schedule hereunder written and delineated on the plan thereof hereto

annexed and thereon shown surrounded by red coloured boundary line, which is

hereinafter referred to as "the said land".And Whereas the

Vendors have purchased the said land under a Deed of conveyance dated

.................... and made between ................. of the one part and

Vendors of the other part, which sale deed has been registered with

Sub-Registrar of Assurances, in Book No. 1 at pages ......... at Sr. No

............ in Volume No ......................And Whereas the said

land was not vacant as on the date of the commencement of the Urban Land

(Ceiling and Regulation) Act, 1976, and as such no permission is required from

the Government of or the competent Authority under the said Act to hold

the said land and deal with the same.And Whereas the

Vendors propose to demolish the old structures standing on the said land and

intend to construct the buildings thereon and for that purpose, the Vendors

have submitted site plans for construction of the building on the said land, to

the Municipal Corporation of and the said . Municipal Corporation

have approved the said plans on terms and conditions set out in its letter

dated ..................... a true copy whereof is annexed hereto and- marked

as Annexure - A;And Whereas the

Purchasers intend to purchase ready built flats for their executives and

employees in the city of .............. and advertised for the same in the

newspapers and the Vendors have submitted their offer to sell the flats to the

Purchasers which the Purchasers have agreed to purchase.Now this agreement

witnesseth and it is hereby agreed by and between the parties hereto as under:1.

The

Vendors shall sell to the Purchasers and the Purchasers shall purchase from the

Vendors the said land and four buildings with flats being constructed

thereon at the rate of Rs. ................. (Rs.

...................................................... ) per sq. ft. of built

up area of the entire completed buildings.The purchasers shall

pay the said price to the Vendors in the manner given below:i.

Rs.

................................... on execution of this Agreementii.

. ........................................ on plinthiii.

. ......................................... on casting of 1st slabiv.

.......................... on casting of 2nd slabv.

Rs.

........................................ on casting of 3rd slabvi.

Rs.

......................................... on casting of 4th slabvii.

Rs.

........................................ on casting of 5th slabviii.

Rs.

....................................... after completion of sanitary, plumbing

and carpentry work.ix.

Rs.

......................... on handing over the possession of the buildings.The Purchasers shall

make payment to the Vendors in different stages, on receipt of the certificate

from the Architect to the effect that the Vendors have completed the stage on

which payment is required to be made in terms of this Agreement.1.2.

The

Vendors hereby agree and undertake to construct on the said land the buildings

consisting of flats in accordance with the plans approved by ..............

Municipal Corporation, true copies whereof are annexed hereto and marked as

Annexure - A, in accordance with the specifications set out in the Second

Schedule hereunder written:PROVIDED that the

Purchasers may require the Vendors to make changes or alterations in the said

plans, as it may deem necessary to suit its requirements AND the Vendors hereby

undertake to get the said alterations or changes approved by the Municipal Corporation

of .............. at its own cost and execute the said alterations or changes

within the aforementioned cost SUBJECT HOWEVER to the condition that the said

alteration or changes do not involve any change in the specifications as

specified in the Second Schedule hereunder written. It is hereby agreed by the

parties hereto that in the event of any such alterations or changes in the

specifications annexed hereto, the Purchaser shall pay to the Vendors extra

charges to be incurred by them in respect of the changes or alterations.1.2.3.

The

fixtures, fittings and amenities to be provided by the Vendors in the said

buildings are those set out in Annexure - B annexed hereto.4.

The

rate of Rs...................... per sq. ft. of the built-up area of the said

completed buildings on the said land is inclusive of:i.

The

cost of land.ii.

Civil

works.iii.

Plumbing

and sanitary works.iv.

Water,

electricity and gas connection including internal and external water supply.v.

Compound

wall of the land with gates.vi.

Fire

fighting installation.vii.

Two

lifts each in all the buildings.viii.

Underground

and overhead tanks, pump houses an installation of electrically operated water

pumps.ix.

All

deposits with the authorities for water, electricity, gas, sewerage, sanction

of the plans, etc.x.

Remuneration

and other expenses of the Architects and RCC specialists.xi.

Insurance

of the buildings during the construction.xii.

All

other works required for the completion of the buildings as per bye-laws of the

.. for issue of completion and occupation certificates.The above rates are

firm and shall not be varied under any circumstances whatsoever. All taxes

payable in respect of the constructions and materials including sales tax on

works contract, if payable, shall be payable by the Vendors.1.2.3.4.5.

The

total built up area of the said building shall be about .................. sq.

ft. and the Purchasers shall pay the purchase price on the basis of actual

calculations arrived at after joint measurements by the Architects of both the

parties.6.

The

expression 'built up area' shall mean the plinth area of all the floors and

balconies as shown in the approved plans measured from their respective outer

parameters. The staircase and lift with their common passages and landings

measured from plaster to plaster will be excluded from the calculation of the

built up area. The areas of the Pump rooms, lofts, suction tanks, overhead

tanks and watchman's cabins, staircase cabin, lift machine room, open chocks,

ducts within or outside the buildings, terrace and the architectural projections

shall not be taken into consideration for the purpose of arriving at built up

area of the buildings for calculating purchase price.7.

The

Vendors hereby declare that the floor space index (F.S.I.) in respect of the

said land is ..................... sq. m. and no part of the said FSI has been

utilised by the Vendors. It any additional F.S.I. become available at any time

but before the execution of Deed of Conveyance, the Vendors will be entitled to

utilise the said F.S.I. elsewhere and the Purchasers will not object to the

same and will not be entitled to any benefits arising out of the same. If any

such additional F.S.I. becomes available, after the execution of Deed of

Conveyance the Purchasers will be entitled to utilise the said F.S.I. in

additional construction on the said buildings as may be allowed by

.............. Municipal Corporation.8.

The

Purchasers shall pay Rs. ................ to the Vendors on the execution of

these presents.9.

The

Vendors shall make out a clear and marketable title to the land to the

satisfaction of the Purchaser's Solicitors and Advocates. In the event of the

Vendors not satisfying the Purchaser's Solicitors about their title within

....... days from the date of execution of this agreement, the Vendors shall

refund the earnest money of Rs. ....................... together with interest

at the rate of ....... % p.a. thereon within ....... days of expiry of .......

days of execution of these presents.10.

The

Vendors agree and undertake to pay all taxes, duties, assessments, dues, levies

and outgoings in respect of the said land and the buildings to be constructed

thereon upto the date of execution of the deed of conveyance in favour of the

Purchasers and the Purchasers shall bear and pay the same from the date of the

conveyance.11.

The

Vendors shall within eight days from the execution of these presents deliver to

the Purchaser's on their accountable receipt all the title deeds within their

possession or power relating to the said land hereby agreed to be sold, for the

purpose of examining the title thereto.12.

The

Vendors shall deduce a marketable title to the land hereby agreed to be sold

free from reasonable doubts and all encumbrances. The Vendors agree and

undertake that they will at their own cost get in all outstanding estimates and

clear all defects in title, encumbrance and claims to or in respect of the said

land including all claims by way of sale, exchange, mortgage, gifts, trust,

inheritance, possession, lease, lien, easements or otherwise.13.

case the Vendors fail to make out a marketable title to the satisfaction of

Purchaser's solicitors and Advocates or should any objection or requisition

whatsoever be insisted upon which the Vendors are unable to comply with, the

Purchasers may terminate this agreement and thereupon the Vendors shall refund

the earnest money with interest at the rate of ...... % per annum thereon till

repayment. In such an event neither party shall be entitled to any damages or

specific performance of this agreement.14.

The

Vendors hereby declare that the said land hereby agreed to be sold to the

Purchasers is freehold land and has been converted into non-agricultural use

and that the said land is free from encumbrances, mortgages, attachments or

charge of any nature.15.

The

Vendors declare and represent to the Purchasers that the said land was not

vacant on the date of coming into force of the Urban Land (Ceiling &

Regulation) Act, 1976 and therefore no permission from the Government of

.............. or Competent Authority, Urban Land Ceiling, is required for the sale

of the said land.16.

is hereby agreed that the stamp duty and registration charges and all out of

pocket costs, charges and expenses of and incidental to this agreement and the

conveyance seed shall be borne and paid by the Purchasers. However, the Vendors

and the Purchasers will bear and pay for their own solicitors' charges.17.

The

Vendors shall obtain and produce or shall cause to be obtained and produced by

all other parties concerned requisite certificate under section 230A of the

Income-tax Act, 1961 in respect of the sale of the said land and the buildings

to the Purchasers. The Vendors shall also obtain no objection certificate from

the Appropriate Authority, Income-tax Department under Chapter XXC, income-tax

Act, 1961. The Purchasers shall join the Vendors in making application under

section 269UC, Income-tax Act, 1961 to the Appropriate Authority, Income-tax

Department for obtaining no objection certificate.18.

The

Vendors hereby agree to observe, perform and comply with all the terms,

conditions, stipulation and restrictions, if any, which may have been imposed

by the .............. Municipal Corporation at the time of sanctioning the said

plans or thereafter and shall before handing over possession of the building to

the Purchaser, obtain from the .............. Municipal Corporation, completion

and occupation certificates in respect of the buildings to the Purchaser.19.

The

Vendors hereby declare that at present there is no notice, order or intimation

issued by the Government or the Municipal Corporation of .............. or any

other public body or authority for acquisition or requisition of the said land

or any part thereof and it any such notice, order or intimation is received by

the Vendors before the execution of conveyance deed pursuant to these presents,

then the Purchasers may terminate this agreement and in such case the Vendors

shall return and repay the earnest money together with the interest amount at

the rate of 18% per annum till the date of repayment thereof. However the

Purchasers may require the Vendor to complete the sale subject to such notice,

order or intimation, if so desired by the Purchasers. The Purchaser will

communicate its decision to the Vendors in writing within 30 days from the

issue of such notice, order or intimation. In case, the Purchasers opt to

terminate this agreement, each party shall bear their own costs incurred upto

that period.20.

The

Vendors shall make and execute a conveyance deed in favour of the purchasers or

their nominee or nominees after the construction stage of all the buildings

reach upto plinth level and the conveyance deed will be executed for a price of

the land and the cost of construction completed upto the date of execution of

conveyance deed. The draft of the conveyance deed shall be prepared by the Purchaser's

solicitors and approved by the Vendor's solicitors.21.

the time of execution of the conveyance deed in respect of the land, the

Vendors shall deliver or cause to be delivered to the Purchasers the title

deeds exclusively relating to the said land hereby agreed to be sold and shall

keep the common documents in their safe custody and produce the same to the

Purchasers as and when required by the Purchasers for reasonable cause and a

covenant to that effect shall be inserted in the conveyance deed to be executed

in respect of the land.22.

the purchase of the land with flats is not completed due to wilful default on

the part of the Purchasers, the Vendors will be entitled to forfeit earnest

money paid by the Purchasers and the Vendors shall also be entitled to claim

all costs, charges and expenses including the Vendors solicitors' professional

fees and costs incurred by the Vendors. However in any case, the Vendors shall

not be entitled to insist upon specific performance of this Agreement.23.

the sale of the land with flats is not completed due to wilful default on the

part of the Vendors, the Purchasers shall be entitled either to claim specific

performance or to terminate the agreement and claim damages from the Vendors

and in either of the events, the Vendors shall be liable to pay all costs,

charges and expenses, solicitors' fees and costs incurred by the Purchasers

together with the return of earnest money and other sum paid with interest

thereon at the rate of 18 per cent per annum.24.

Upon

completion of the sale, the Purchasers shall be the absolute owners of the said

land and buildings thereon and the Vendors shall complete the construction of

the buildings and his possession of the said land will be as mere licencee.25.

The

Vendors hereby agree and undertake to complete the construction of all the

buildings agreed to be sold hereunder on or before the expiry of six months

from the date of execution of these presents in accordance with the plans duly

approved and sanctioned by the Municipal Corporation of .............. and

specifications as set out in the Second Schedule written hereunder and other

terms and conditions as set out in this agreement.Provided that the

Vendors shall be entitled to reasonable extension of time for giving delivery

of buildings on the aforesaid date, if the completion of the buildings is

delayed on account of-i.

non-availability

of steel, cement, other building material, water or electric supply;ii.

war,

civil commotion or act of God;iii.

any

notice, order, rule, notification of the Government, .............. Municipal

Corporation and/or other public or competent authority.1.2.3.4.5.6.7.8.9.10.11.12.13.14.15.16.17.18.19.20.21.22.23.24.25.26.

The

Vendors shall execute the construction work with good material and in

workmanship manner and the Purchasers may be entitled to depute its own

Engineer to supervise the construction work.27.

The

Vendors will undertake all the works included in the Agreement and they shall

not directly or indirectly transfer, assign or under-let the contract or any part/share

thereof or any interest therein without the prior consent of the Purchaser in

writing.28.

the Vendors fail to complete the said buildings on the said land within the

period or the extended period as stipulated in the foregoing provision and fail

to deliver the possession of the same to the Purchasers by the stipulated date,

the Vendors shall be liable to pay liquidated damages calculated at Rs. .......

per day for the period during which the said works shall so remain incomplete

and the purchasers may deduct such damages from any moneys due to the Vendor.

The Vendors hereby authorise the Purchasers to deduct such liquidated damages,

if any, from any payments to be made to the Vendors in terms of this agreement.29.

is hereby further agreed between the parties hereto that the Vendors shall

allow the Purchaser's officials or his Engineers on site ' at all reasonable

times to inspect the progress of the construction work and materials used for

the construction and the said persons shall be entitled to point out to the

Vendors any defects in the construction work, quality of workmanship or

materials used when such defective work is in progress or being executed or

such material is being brought on site and in such case the Vendors shall

rectify such defects in the said construction at their own cost and if the

Vendors tail to rectify the defects, the purchasers shall be entitled to get

such defects removed at the risk and cost of the Vendors.30.

The

Vendors shall procure all the materials required for construction of the

buildings, including steel and cement at their cost, and the Purchasers shall

not be liable for the procurement of such item. However, the Purchasers shall

co-operate with the Vendors by making necessary applications to the concerned

authorities, it required by the Vendors for steel and cement.31.

The

Vendors shall procure the completion and occupation certificates in respect of

all the buildings necessary from the Municipal Corporation of .............. in

order to enable the Purchasers to occupy and use the buildings. As soon as the

completion and occupation certificates are received by the Vendors, the Vendors

shall give a notice to the Purchasers to deliver the possession of the said

buildings and the Purchasers shall receive the possession of the said buildings

within a week from the date of receipt of such notice.32.

before the execution of the Deed of Conveyance in respect of the land and

buildings, the said land and building is notified by the Government or any

other authority for acquisition or requisition, the Purchasers shall not be

entitled to cancel this Agreement. In case of acquisition of the land and the

buildings, the Purchasers shall be entitled either to refund of the amount paid

by him to the Vendors under this Agreement or to the compensation for property

if and when awarded by the Government or other Authority at the discretion of

the Vendors. In case of requisition of the land and buildings, the Purchasers

will be entitled to the compensation that will be awarded by the requisitioning

authority.33.

The

Vendors hereby agree and undertake to indemnify and keep the Purchasers

indemnified against any claims, demands, actions or proceedings that may be

made or taken or commenced against the Purchasers or that may be suffered by

the Purchasers by reason of anything done by the Vendors for the construction

of the buildings in pursuance of this agreement.34.