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.PRE SALE AGREEMENTBETWEENAVIC COAST LAND DEVELOPMENT (T) LIMITED of P. O. Box 11600, Dar es Salaam, Tanzania (Developer/Vendor)ANDM/s._(Purchaser)In Respect ofA Property (UNIT) known as HOUSE NO._ of ZONE-01 (Registered Unit Plan _) of Plot 265, Block A, Amani Gomvu, Minondo Somangila, Kigamboni Area, Temeke Municipality, Dar es Salaam, TanzaniaPrepared By:BraveHill Attorneys,106/27 - Ali Hassan Mwinyi Road,Suit No. 203, 2nd Floor, Ex-NEDCO Building,sUpanga, Ilala Municipality,P. O. Box 8566,Dar es Salaam - Tanzania.THIS PRE-SALE AGREEMENT is made on this day of . 2015BETWEEN:AVIC COAST LAND DEVELOPMENT (T) LIMITED, a legal person incorporated and existing under the laws of the United Republic of Tanzania (Cap. 212 of the Laws) whose registered office is at AVIC INTLIntl Apartments Sea View, Plot No. _, Sea View, Upanga Area, Ilala Municipality, P. O. Box _, Dar es Salaam, Tanzania (hereinafter called the “Vendor” which expression shall, where the context so requires, include the Vendors personal representatives, heirs, liquidators and permitted assignees ) on one part; ANDMr./Mrs./Miss./Dr./Prof/Ms. ., a Tanzanian Citizen/Non-Citizen of Tanzania who for the purposes hereof and for matters of communication his/her address shall be P. O. Box _, Dar es salaam, Tanzania (hereinafter called the “Purchaser” which expression shall, where the context so requires, include the Purchasers personal representatives, heirs and permitted assignees) in second part; both the Vendor and the Purchaser to be jointly referred to as “Parties”.RECITALS:A. WHEREAS The Vendor is the Developer of the Property known as Plot No. 265, Block A, comprising of TWELVE (12) Main Areas indicated under registered MAIN UNIT PLAN No. 10 referred to as “ZONES” within which registered ZONE 01 UNIT PLAN consist of 160 UNITS registered as UNIT PLAN NUMBER 10/1 with the Registrar of Titles - Ministry of Lands, Housing and Human Settlements Development and Human Settlement Development at Dar es Salaam Tanzania, includes UNIT/House Number _located at Amani Gomvu, Minondo Somangila, Kigamboni Area, Temeke Municipality, Dar es Salaam, Tanzania (herein to be referred to as a “Unit/Property”);B. WHEREAS The Purchaser Accepted the OFFER LETTER with Reference No. _ from the Vendor dated .day of _ 201_ and having satisfied all Terms and Conditions of the Offer at the Vendors verification and chosen a payment modality in a manner as described here in below, is now desirous of purchasing the Property that has been identified and selected by himself/herself with the above reference at the Purchase Price and on the terms and conditions set out herein below.C. WHEREAS the Vendor is willing, able and ready to complete the Property so selected and therefore sell the same to the Purchaser in accordance with the terms and conditions set forth herein;THEREFORE, IT IS HEREBY AGREED BY BOTH PARTIES THAT:1. INTERPRETATION:In this Agreement unless inconsistent with or otherwise indicated by the context the following words and expressions shall have the meanings assigned to them hereunder:“Act” means the Unit Title Act 2008 or any Amendments thereto and includes the Regulations promulgated thereunder, from time to time;“Agreement” shall mean this Pre-Sale Agreement and shall include any annexures, addenda, schedules or appendices hereto;“Association” means the AVIC Town ZONE 01 Homeowners Association as incorporated under the Act;“Certificate of Unit Title” means certificate issued under Regulation 6 of the Unit Titles Regulations, 2009 or any Amendments thereto;“Common Property/Area” means any portion(s) of the Unit Property other than the individual Unit/House including all general and restricted use common properties as described more fully in the Unit Plan;“Constitution”means AVIC Town ZONE 01 Homeowners Associations Constitution imposed in terms of the Act, subject to any amendments permitted in terms of the Act as per Annexure “D” to this Agreement;“Co-owner” means the person, firm, Association, corporation, partnership, association, trust or other legal entity or any combination of such entities who or which own a Unit/ or Units in the Unit Property and the term Co-owner(s) wherever used is synonymous with the term Owner(s);“Developer” means the Vendor as engaged in the business of developing a Unit Property as provided for in the Act;“Financial Monthly means any amount determined by the Association, from time to time in Contribution” accordance with the Constitution and the By-Laws both of AVIC Town ZONE 01 Homeowners Association; “Land” means part of Plot No. 265, Block A, Amani Gomvu, Minondo Somangila, Kigamboni Area, Temeke Municipality, Dar es Salaam, Tanzania which has been identified as ZONE 01 in the Registered MAIN UNIT PLAN No. 10;“Main Unit Plan”refers to the registered master plan (MAINmain UNIT PLAN No. 10) of development of Plot No. 265, Block A, Amani Gomvu, Minondo Somangila, Kigamboni Area, Temeke Municipality, Dar es Salaam, Tanzania, as described under Certificate of Title Number 120678 now designed and demarcated into TWELVE (12) separate areas known as ZONES to suit the requirements of Unit Titles under the Act;“Occupation Date” means the date of handover of the Unit by the Vendor to the Purchaser;“Offer Letter/Offer”means the Offer Letter to sell the UNIT issued by the Vendor and accepted by the Purchaser indicating all fundamental Terms and Conditions to be preceded by this Agreement;“Unit Completion Date”means the date of final completion of the Unit which is set and agreed to be on _;“Property” means the UNIT in the context ascribed hereunder by this Agreement.;“Properties” means the Units/Houses and all improvements to be erected on registered Unit Plan No. 10/1 for ZONE 01 in Plot No. 265, Block A, Amani Gomvu, Minondo Somangila Ward, Kigamboni Area, Temeke Municipality, Dar es Salaam, Tanzania;“Regulations” refers to all future Rules and Procedures to be made and adopted by the Association in the future in running day to day operations related to the welfare of ZONE-01 Community as shall always remain lawful and in line with the Act.;“Restricted Common Area” means those common areas (e.g. Roads, Main Gates, Water Tower giving access to the roads, Water Source and open Spaces) that are reserved for the exclusive use of a Co-owners and other Unit Owners from neighbouring/adjourning Unit Plans (Zones) within the Property or any other person so allowed by the Management Committee of a specific Unit or Units as described more fully in the Unit Plan.;“Rules”means AVIC Town ZONE 01 Homeowners Associations By-Laws ，, imposed in terms of the Act, subject to any amendments permitted in terms of the Act as per Annexure “E” to this Agreement;“Unit Property” means the land described in the Unit Plan with its boundaries as the same may be amended together with all structures, improvements, easements, rights and appurtenances located on/or belonging to ZONE-01 Area;“Unit” means a House/Building and its surrounding land indicated by boundaries, which is a portion of the Unit Property that is designed and intended for exclusive and separate ownership/use by the Purchaser, as described in the Unit Plan;“Unit Plan” means the document together with the exhibits attached to it and all amendments that may be adopted in the future, by which the Unit and Unit Property is being submitted and registered for Unit ownership under the Act as per Annexure “A” to this Agreement.2. In this Agreement:2.1 Unless the context clearly indicates otherwise, words importing the singular shall include the plural, words importing the masculine, feminine or neuter shall include the others or such genders, and words importing persons shall include corporate bodies corporate, and vice versa in each instance.2.2 Expressions with reference to writing shall be construed as including reference to printing, lithography, photography and other modes of representing or reproducing words in visible form;.2.3 Where figures are referred to in words and in numerals, if there is any conflict between the two, the words shall prevail;.2.4 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any person, then, notwithstanding that it is only in the interpretation Interpretation Clause of this Agreement, effect shall be given to it as if it were a substantive provision in the body of this Agreement.2.5 The Annexures to this Agreement are deemed to be incorporated in and form part of this Agreement.3. SALE AND PURCHASE PRICE:3.1 Upon and subject to the terms and conditions of this Agreement which incorporates the Offer Letter thereto, the Vendor hereby sells to the Purchaser and the Purchaser purchases the Unit/House for the Price of United States Dollars (US$.) (USD + 18% VAT) OR its equivalent in Tanzania Shillings at the Vendors receiving Bank Rates on the date of payment as indicated under Clause 3.2 hereunder this Pre-Sale Agreement, (hereinafter to be referred to as “Purchase Price”). To be more precise, the Purchase Price for the UNIT/House shall depend on the Payment Modality to be chosen by the Purchaser under Clause 4 and as shall be indicated in the ACCEPTANCE Form to the Offer Letter by the Purchaser.3.2 For avoidance of doubt and subject to the Payment Modality, the Purchase Price shall be calculated as follows: 3.2.1 Purchase Price for One Time Payment ModalityUnit Price US$. _ + 18% VAT US$. _= Total Purchase Price US$. _; OR3.2.2 US$. _ + VAT for One Time Payment Modality; ORPurchase Price for Instalment Payment ModalityUnit Price US$. _ + 18% VAT US$. _= Total Purchase Price US$. _; OR3.2.3 US$. _ + VAT for Installment Payment Modality; ORPurchase Price for Mortgage Finance Payment ModalityUnit Price US$. _ + 18% VAT US$. _= Total Purchase Price US$. _.3.2.4 US$. _ + VAT for Mortgage Finance Payment Modality.3.1 The Vendor herein acknowledges that the Purchaser has already paid% United States Dollars _ (US$. _) OR its equivalent in Tanzania Shillings as Down Payment of the Purchase Price and has opted for clause _ as payment modality hereunder by executing this Agreement. 3.2 The Property is sold free from all registered encumbrances but is sold subject to all other rights and interests to which the Property is subject in law, as expressly stated in the Register of Units and as stated in and provided for under the Certificate of Unit Title in respect of the Property. 4. PAYMENT MODALITY:4.1 The Purchaser has a right before the Unit Completion Date to change the modality of payment from the one above to several other options provided by the Vendor as listed hereunder on Default Clause subject to payment of administration charge provided for in each respective payment modality.4.2 In this Agreement, subject to provisions of the Conditions of the Offer Letter (as per Clause 5 of the Offer Letter), the Purchaser is provided with several payment options by the Vendor as provided hereunder: 4.2.1 Payment of the Purchase Price in full which will give the Purchaser SIXTY (60) calendar days grace period to complete the payment together with providing a Personal Guarantee to the Vendor of the said remaining balance from the date of execution of this Pre-Sale Agreement; OR4.2.2 Payment by Instalments to be made from the date of execution of this Pre-Sale Agreement to the ZONE 01 ProjectUnit Completion Date; Provided that another payment of not less than FIVE Per Cent (5%) of the Purchase Price is made within THIRTY ONE (31) calendar days from the date of execution of the Pre-Sale Agreement and another payment of not less than _THIRTY Per Cent (_30%) of the Purchase Price must be made within _ calendar days from the date of payment of the FIVE Per Cent (5%) of the Purchase Price stated herein; OR4.2.3 Payment of the Purchase Price (the remaining unpaid part of the Purchase Price) via Mortgage Financing to be arranged by the Purchaser and agreed by both Parties prior to execution of this Pre-Salee Agreement and made from the Financial Institutions accepted by the Vendor as per Annexure “C” to this Pre-Sale Agreement. On this modality, the Purchaser must submit to the Vendor a Letter of Approval from the Financial Institution which agreed to provide the mortgage within SIXTY (60) calendar days from the date of execution of the Pre-Sale Agreement. That, after a Letter of Approval, the Purchaser shall within NINETY (90) calendar days from the date of execution of the Pre-Sale Agreement.calendar days submit to the Vendor a Payment Guarantee drawn in favour of the Vendor for the mortgaged amount. 4.2.44.3 All payment modalities highlighted herein above shall be made payable to the Vendor through the Vendors Bank Accounts provided under Annexure “B” to this Pre-sale Agreement and not otherwise.4.4 The Ppurchase Price shall be paid in United StatesUS Dollars or its equivalent into Tanzania Shillings Currency under the exchange rate of the receiving bank Bank on the date of payment (which amount is inclusive of VAT).5. OCCUPATION/POSSESSION:5.1 Possession and Occupation shall be given to the Purchaser who shall be obliged to take the same on the Occupation Date subject to the Vendor being satisfied that the Purchaser has fulfilled all of his/her financial obligations and arrangements arising from this Agreement.5.2 The Vendor undertakes to perform herhis obligation and deliver the Property on time and that, during the existence of this contractual relationship, will hold the Purchaser harmless and indemnified against any loss or damages that will occur as the direct result of the Vendors acts/omissions in connection to this Agreement.5.3 The Vendor warrants the Purchaser that immediately after execution of this Agreement, the House/UNIT sold will be delivered to the Purchaser timely on the Unit Completion Date which is set and agreed to be on _, Provided always that the Purchaser:5.3.1 has fulfilled his/her obligation to pay the Purchase Price in full; OR5.3.2 has completed SIXTY Per Cent (60%) or more of the Purchase Price and provides to the Vendor an irrevocable and unconditional Bank Guarantee covering all subsequent instalments in favour of the Vendor from the Financial Institutions accepted by the Vendor which value must tally with or be greater than the Outstanding outstanding balance of the Purchase Price remain unpaid at on the Occupation Date; OR5.3.3 submits to the Vendor a Payment Guarantee for the mortgaged amount from the Mortgage Deed entered between the Purchaser and its Bank (as per Annexure “C” herein) drawn in favour of the Vendor for the outstanding balance of the Purchase Price.5.4 A certificate issued by an Architect or a Local Authority to the effect that the Unit is suitable for beneficial occupation is binding upon the parties Parties and when issuing such certificate the Architect or the Local Authority shall be deemed to have acted as an expert.5.5 The UNIT/House offered shall be Semi-furnished with all Sanitary- Wares, Kitchen Appliances, paints, tiles and lights and shall be as to the standards selected by the Vendor as per Annexure “G”.5.6 The Vendor shall not be responsible for any loss, damage or inconvenience suffered by the Purchaser by reason of any building operations which may be conducted in respect of the development (the UNIT) THREE (03) calendar Months months after the Occupation Date. This liability excludes losses and damages of all electrical equipments or that might be a result of electrical faults which the Purchaser must be full responsible and is at liberty to insure the Property against such losses.5.7 From the Occupation Date the Purchaser shall:5.7.1 Keep the Unit in good repair and shall not store or harbour or allow to be stored or harboured in or about the Unit and/or Restricted Common Area, Common Area, and/or the Land and/or by the Building any articles, goods or materials which may vitiate any fire or other insurance policy held by the Vendor (if any) or increase the premiums payable in respect of such policy;5.7.2 Be responsible for all costs of electricity and water in the unit Unit as shall be provided by respective companies.;5.7.3 Be responsible for all costs of security for common areas, garbage collection for common areas and maintenance of public facilities as shall be provided in Management Service Agreement which must be signed on or before Occupation Date.;5.7.4 Save insofar as may be inconsistent with the provisions of this Agreement, be responsible for all other obligations of an Owner as set out in the Act; andAnd5.7.5 Comply with all Rules, Regulations and By-Laws applicable to the Property.6. FINANCIAL MONTHLY CONTRIBUTION:6.1 From and including the Occupation Date as aforesaid, the Purchaser shall be liable to pay the Association a Financial Monthly Contribution and other contributions as required under the Act being a proportionate share of the total cost required for managing, operation, administering, insuring and maintaining the Land, Common Property, Restricted Common Area and general utility bills for common areas. Such Financial Monthly Contributions shall be paid half annually in advance on the first calendar day of each and every six calendar months period to the Management Committee of the Association/Appointed Service Provider.6.2 The Management Committee of the Association reserves the rights of amending payment modality of financial Financial monthly Monthly contribution Contribution from time to time. 7. RISK:7.1 From Occupation Date and immediately after expiry of the three Three (03) calendar months Observation period as per Clause 5.6 herein above, all risks and benefits of the Property shall pass from the Vendor/Developer to the Purchaser.8. REGISTRATION OF TRANSFER:8.1 Transfer and registration of the Property in favour of the Purchaser shall be affected and completed by the Vendor through its Attorneys. In the event the Purchaser opts to complete registration process by himself/herself, all documents necessary for transfer and registration shall be availed and handed over to him/her (the Purchaser) upon completion of payment of the Purchase Price or subject to fulfilment of conditions set forth under Clauses 4.3 2 herein above. For Purchasers who opts for Mortgage purchaseFinance Payment, the transfer and registration will be done by the Vendors Attorney or the Bank that extended the finance and executed the Mortgage Deed with the Purchaser, as the case may be.8.2 Stamp Duty, Registration Fees and Approval Fees payable on the transfer and registration of the Unit shall be to the account of the Purchaser. The Purchaser herein agrees that for purposes of facilitating the process, the Purchaser shall deposit to the Vendor an amount as shall be required by the Vendor for the purpose of Stamp Duty, Registration Fees and Approval Fees for the transfer and registration process, and in case there is any remaining balance, the same shall be reimbursed to the Purchaser by the Vendor on or before handing-ov
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