DISCLAIMER: Nakheel reserves the right to amend, alter and modify these terms and conditions at its discretion. These terms and conditions are not binding on Nakheel and are only used for reference purposes only.
Terms And Conditions Of Sale
1. AGREEMENT TO SELL AND PURCHASE
The Seller agrees to sell the Property to the Buyer and the Buyer agrees to purchase the Property from the Seller for the Property Price stated in the Particulars. This Agreement shall comprise and be subject to the Particulars of Sale and Purchase, the Schedule of Instalment Payments and the Terms and Conditions of Sale together with the Schedules all of which form an integral part of this Agreement.
2. PAYMENT
The Buyer shall pay each Instalment Payment set out in the Schedule of Instalment Payments on or before the due date of the payment to the Seller by cheque in favor of, or by direct transfer to the Bank Account of, the Seller set out therein. All payments shall be paid in Dirhams, the lawful currency of the UAE and any shortfall due to currency exchange rate differences, and all bankers charges made against the Seller related to the payment, shall be paid or reimbursed by the Buyer.
3. COMPLETION
3.1 The Seller shall give not less than 30 days notice (the “Completion Notice Period”) of the date for completion of construction and handover of the Property (the “Completion Notice”).
3.2 The Seller may by written notice to the Buyer extend the Completion Date to such dates as advised by the Seller from time to time provided that the total period of such extensions (if any) shall, subject to any Force Majeure event, not exceed twelve (12) months.
3.3 Provided the Buyer has fulfilled its payment obligations hereunder and is not otherwise in default under this Agreement the Seller shall provide vacant possession of the Property to the Buyer on the Completion Date at which date all risk associated with the Property shall pass to the Buyer and the Seller shall immediately thereafter transfer a clear and unencumbered freehold title to the Property to the Buyer.
4. PAYMENTS DUE ON COMPLETION
4.1 On the Completion Date the Buyer shall pay the balance of the Property Price and any other sums due to the Seller hereunder together with;
a) the Building Service Charge,
b) the Master Community Service Charge, and
c) the Land Department registration fees payable by the Buyer.
4.2 The Buyer shall not be liable for any costs of the Seller in connection with the transfer of title.
5. COVENANTS AND WARRANTIES OF THE SELLER
5.1 The Seller covenants to carry out the construction of the Property subject to the terms of this Agreement, and in accordance with the Specification and to deliver the Property to the Buyer on the Completion Date in a professionally finished condition, clean and ready for occupancy.
5.2 The Property is subject to a builder’s defects liability warranty in respect of any defective material, fittings and fixtures including mechanical, plumbing and electrical works for a period of 12 months from the date of completion of the construction thereof.
5.3 The Seller hereby assigns to the Buyer all assignable benefits the Seller holds in any warranties from the manufacturer of all appliances fittings or fixtures that are installed in the Property.
5.4 The Seller shall remain liable for a period of ten (10) years from the date of completion of the contruction of the Building to repair and rectify any structural defects in the Building.
5.5 The Seller shall construct the infrastructure within the Master Community including roads, lighting, walkways, and landscaping substantively in accordance with the Seller’s overall development plan for the Master Community as may be amended or varied by the Seller from time to time.
5.6 The Seller will procure that the Master Community and the Commonhold Property will be managed in a professional manner and in accordance with the terms and conditions of the Property Management Agreement.
5.7 The Seller will allocate a Commonhold Property factor with respect to the Property on the Completion Date relative to the built up area of the Property.
6. COVENANTS AND WARRANTIES OF THE BUYER
The Buyer agrees and covenants with the Seller as follows:
6.1 The Property will be used for single family residential purposes only and not for any other purpose.
6.2 The Buyer shall:
(a) pay the Master Community Service Charge and the Building Service Charge and all charges (including connection charges to the Property) for water, electricity, sewage and other services provided to the Property, in addition to all property taxes, Dubai Municipality fees and other similar levies that may be imposed or levied with respect to the Property; and
(b) comply and procure that all occupants and visitors to the Property comply in all respects with the provisions of the Declaration and the Consitution and all rules issued pursuant thereto and all laws, decrees, regulations of Dubai and the United Arab Emirates and the requirements of any competent authority in relation to the Property and without limiting the generality of the foregoing that it shall not commit any act which shall be or result in a nuisance, annoyance, disturbance, inconvenience or damage to the Building, its occupants or the Association.
6.3 The Buyer shall not modify, add or delete any part of the exterior of the Property (including the installation of any satellite dishes or antenae) or construct any additional improvements in the Property without the prior consent of the Seller.
6.4 The Buyer acknowledges that he has not acted or relied upon any representations made by or on behalf of the Seller except those contained in this Agreement.
7. EASEMENTS AND COVENANTS AFFECTING THE PROPERTY
The Property is transferred subject to the following which shall be endorsed on and run with the title to the Property:
a) the easements, rights of way with or in favour of the Seller, Dubai Electricity and Water Authority, Du, Etisalat or other third parties as required in connection with the provision of infrastructure, water, sewerage, electricity, cabling, other utilities and telecommunications to the Building; and
b) the terms, conditions, covenants, rights, obligations, covenants and restrictions set out in (1) the Declaration, and (2) the Constitution and to the rules and regulations issued in accordance therewith as may be amended from time to time.
8. PARKING SPACE(S)
8.1 The Buyer shall be entitled to the exclusive use of the quantity of Parking Space(s) specified in the Particulars. Parking Space(s) are to be used solely for the purpose of parking of automobile and shall not be utilized for general storage, mechanical or industrial, commercial or any other purpose.
8.2 The Buyer agrees to be liable for the payment of a maintenance levy attributable to the Parking Space(s), from the Completion Date, which may be levied separately or as part of the Building Service Charge.
8.3 The Buyer may not transfer their interest in the Parking Space(s) seprate from the Property.
8.4 The Buyer’s right to the exclusive use of the Parking Spaces(s) shall at all times be subject to:
a) the Seller or Association’s right, upon reasonable notice, to vary the position of the Parking Space(s), or allocate an alternative Parking Space(s);
b) the Seller or Association’s right, upon reasonable notice, to suspend the use of the Parking Space(s) on a temporary basis for the purpose of maintenance or repair, and
c) the Buyer’s continued observance of the terms and conditions of the Constitution, including but not limited to the requirement to pay the Building Service Charge and applicable Parking Space(s) levies as provided therein.
9. PROPERTY INSPECTION
The Buyer will be entitled to inspect the Property during the Completion Notice Period by arrangement with, and accompanied by a representative of the Seller. At such time, the parties will prepare and sign a list of any items requiring attention (the “Snags”) and will agree the date by which the Snags shall be rectified. The Seller will promptly attend to the Snags for completion within the agreed time. The Buyer shall not be entitled to delay the Completion Date or hold back any portion of the Property Price in respect of the Snags. In the event of any dispute, a decision by the Seller’s project manager will be final and binding on the parties. In all other respects the Buyer will be deemed to have accepted the physical condition of the Property. The Buyer acknowledges that the Buyer is not otherwise allowed access to the Property prior to the Completion Date, without the prior written authorization of the Seller.
9. ASSOCIATION
The Buyer acknowledges that an Association shall be formed between all of the owners of properties within the Building which shall be governed by the Constitution. The Buyer acknowledges that the Constitution provides for the payment by the Buyer of a Building Service Charge which is separate from, and additional to, the Master Community Service Charge and represents the expenses incurred by the Association in managing and maintaining the Building. The Buyer acknowledges and agrees that the Seller may delegate powers and functions of the Association to an affiliate of the Seller as the first Manager in accordance with the terms of the Property Management Agreement for a period of five (5) years from the date of formation of the Association.
10. BUILDING SERVICE CHARGE
10.1 The Buyer shall pay the Building Service Charge calculated and payable in accordance with the provisions of the Constitution, without any deduction, withholding or set-off annually in advance with the first payment made on the Completion Date.
10.2 The Buyer acknowledges that if he fails to pay the Building Service Charge the Buyer shall be liable to pay compensation on payment in arrears in accordance with the provisions of the Constitution and services may be withdrawn and the relevant administrative and judicial authorities may be requested to disconnect the utilities to the Property until the Building Service Charge is paid.
11. MASTER COMMUNITY SERVICE CHARGE
11.1 The Buyer shall pay the Master Community Service Charge calculated and payable in accordance with the provisions of the Declaration, without any deduction, withholding or set-off annually in advance with the first payment to be made on the Completion Date.
11.2 The Buyer acknowledges that if he fails to pay the Master Community Service Charge the Buyer shall be liable to pay compensation on payment in arrears in accordance with the provisions of the Declaration and services may be withdrawn and the relevant administrative and judicial authorities may be requested to disconnect the utilities to the Property until the Master Community Service Charge is paid.
12. TRANSFER PRIOR TO COMPLETION
The Buyer acknowledges that the Buyer’s interest in the Property may not be sold, assigned (other than for financing purposes) or transferred prior to Completion Date without the consent of the Seller in its sole discretion, and subject to such terms and conditions as may be prescribed by the Seller including the payment of the Sellers administrative fees. The Seller will not entertain any application for consent if any sums due under this Agreement are in arrears. Where the Buyer is other than a natural person, any change in the legal or beneficial ownership or control of that entity shall constitute a transfer of an interest in the Property.
13. MODIFICATIONS
13.1 The Buyer acknowledges and agrees that the Seller may from time to time, in its discretion or as required by any competent authority, change, vary or modify the Specification without notice to or consent from the Buyer, provided that any substituted items are of equal or better quality. The Buyer hereby consents to any such changes, modifications and/or substitutions and agrees to complete this transaction notwithstanding any modifications made in accordance with the foregoing.
13.2 The Buyer acknowledges that the floor area of the Property as provided in the Particulars is approximate only and the Buyer acknowledges that the floor area of the Property may vary from the area stated in the Particulars. The internal floor area is measured as the area bounded by the center lines of demising party walls separating one Property from another Property, the exterior surface of the exterior walls, and the exterior surface of the corridor wall enclosing and abutting the Property. If the actual internal floor area is less than the represented area by more than five (5) percent, the Property Price will be reduced proportionally. No adjustment will be made to the Property Price if the actual internal floor area is reduced by less than five (5) percent or for any variation in balcony or other external area.
14. DEFAULT BY THE SELLER
If the Buyer has fulfilled all its obligations of payment under this Agreement and the Seller is unable to deliver possession of the Property on the Completion Date (as extended if applicable), the Buyer may give the Seller, within thirty (30) days following such Completion Date, a notice of termination of this Agreement. If the Seller is not in a position to give the Buyer vacant possession of the Property within ninety (90) days of receipt of such notice, the Seller shall refund all payments made by the Buyer with compensation at the Compensation Rate calculated from the date each payment was made and this Agreement shall be terminated. If the Seller remedies its default within the said ninety (90) day period, the date of the remedy will become the Completion Date and this Agreement will remain in full force and effect and thus the Buyer will remain obligated to make all outstanding payments. The provisions of this clause shall be the Buyer’s only remedy in the case of delay by the Seller in the delivery of possession of the Property to the Buyer.
15. DEFAULT BY THE PURCHASER
The Buyer shall pay compensation at the rate of one percent (1%) per month on all instalment payment and other payments due to the Seller for each day that payments are in default. In the event that this default is not cured within thirty (30) days from the due date, the Seller shall have the right, at its option, on fourteen (14) days written notice to the Buyer, to terminate this Agreement and if the payment default has not been remedied within the said fourteen (14) days notice period, this Agreement shall automatically terminate and in such event all payments previously made by the Buyer but not exceeding twenty five percent (25%) of the Property Price (the “Agreed Amount”), shall be absolutely forfeited to the Seller as liquidated damages. The parties hereby agree that the Agreed Amount constitutes a genuine and reasonable pre-estimate of the damages that will be suffered by the Seller as a result of such default by the Buyer. The Buyer hereby acknowledges and agrees that the forfeiture of the Agreed Amount in the foregoing circumstances is fair and equitable, is not harsh or unconscionable and does not constitute a penalty.
16. VISA SPONSORSHIP
16.1 The Seller agrees to sponsor the first-named owner of the Property and subsequent first-named transferees for a Visa (and renewals thereof) (provided the owner/transferee is not otherwise entitled to sponsorship for a Visa) on payment of the Seller’s applicable Visa Administration Fee. If there are joint owners/transferees, then sponsorship will only be offered if none of the joint owners/transferees are otherwise entitled to sponsorship for a Visa. Upon a disposition of his interest in the Property (other than by way of mortgage) the Seller will terminate the sponsorship of the owner/transferee and cancel the Visa.
16.2 The Buyer acknowledges that he will have to comply with all laws and regulations in force in the UAE with respect to Visa sponsorship and agrees to indemnify the Seller against all costs and liabilities incurred or suffered by the Seller as a result of the Seller’s sponsorship.
17. FORCE MAJEURE
“Event of Force Majeure” means an act of God including but not limited to fire, flood, earthquake, windstorm or other natural disaster; act of any sovereign including but not limited to war, invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, nationalisation, requisition, destruction or damage to property by or under the order of any government or public or local authority or imposition of government sanction embargo or similar action; labour dispute including but not limited to strike, lockout or boycott; interruption or failure of utility service including but not limited to electric power, gas, water or telephone service; failure of the transportation of any personnel, equipment, machinery or material required by the Seller for completion of the Building; delay for any reason by any contractor or subcontractor in carrying out their works or any matter; or cause beyond the control of the Seller. Should an Event of Force Majeure have occurred that has delayed the Completion Date, the Seller shall upon becoming aware of such delay promptly notify the Buyer and inform the Buyer of the revised Completion Date or an estimate of the duration of the delay, followed by a revised Completion Date when same can be determined. Should an Event of Force Majeure delay the Completion Date by a period of in excess of one (1) year the Buyer may elect to terminate this Agreement by notice to the Seller and the Seller shall refund all monies paid by the Buyer.
18. TIME OF THE ESSENCE
Time will be of the essence of this Agreement and will remain of the essence notwithstanding the extension of any of the dates herein.
19. ENTIRE AGREEMENT
19.1 This Agreement constitutes the entire agreement between the parties and there are no other representations, warranties, conditions or collateral agreements, express or implied, written or oral, whether made by the Seller, any agent, employee or representative of the Seller or any other person including, without limitation, arising out of any marketing material including sales brochures, models, representative view sets, show room displays, photographs, videos, illustrations, renderings, revenue projections or pro-forma statements provided to the Buyer or made available for his viewing, and upon execution by the Seller after execution by the Buyer, this Agreement shall be binding on the parties hereto.
19.2 The Buyer acknowledges that the Property Management Agreement will be entered into by the Association and the Manager as soon as practicable following the formation of the Association and the Buyer further acknowledges that it has read the terms and conditions of this Agreement, including the Property Management Agreement, the Constitution and the Declaration and shall be bound by their terms.
20. INTERPRETATION AND DISPUTE RESOLUTION
20.1 The Agreement will be governed by and construed in accordance with the laws of Dubai and the United Arab Emirates. All disputes between the parties in relation to or arising from this Agreement shall be referred to arbitration in Dubai to be conducted the English language in accordance with the rules of Commercial Conciliation and Arbitration of the Dubai International Arbitration Center in place at the time by one arbitrator appointed in accordance with the said rules whose decision shall be final and binding.
20.2 All dates and periods of time referred to in the Agreement shall be ascertained in accordance with the Gregorian calendar.
20.3 The Agreement has been made and negotiated in the English language. If there is any conflict in meaning between the English language version of this Agreement and any version or translation of this Agreement in any other language, the English language version shall prevail. Each document referred to in this Agreement or to be delivered under it shall be in the English language or accompanied by an English translation of it certified as accurate by a suitably qualified and independent professional translator. In the case of conflict the English language version of any such document shall prevail.
20.4 The use of one gender includes the other and the singular includes the plural and vice versa.
20.5 These Terms and Conditions of Sale are to be read in conjunction with the Particulars, and in the event of
any inconsistency, the terms of the Particulars will prevail.
21. NOTICES
Without prejudice to the right to serve notice by any other means, any notice required to be served under this Agreement shall be in writing in the English language and shall be deemed sufficiently served ten (10) days after it has been mailed by registered pre-paid post to the address of the party to be served that is set out at the head of this Agreement or to such other address of which notice has been previously given.
22. ENUREMENT
The Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective personal representatives, heirs, successors, and permitted assigns.23. JOINT LIABILITY
If there is more than one buyer named in the Particulars, the obligations of the Buyer are joint and several.
24. COUNTERPART EXECUTION
This Agreement may be executed, accepted and delivered in counterparts and by telecopy, which counterparts and tele-copied documents shall together constitute one and the same Agreement.
25. DEFINITIONS
In this Agreement where the context allows the following words shall have the following meanings:
AED means UAE Dirham, the lawful currency of the U.A.E;
Association means the Association formed as an association of all the owners of properties in the Building, which Association shall be governed by the
Constitution;
Building means the means the residential buildings, parking structures and amenities buildings identified as the Building in the Particulars;
Building Service Charge means the amount payable by the Buyer as its proportional contribution to the management, administration, maintenance and control of the Building, Common Property and associated facilities for the Property in accordance with the Constitution;
Commonhold Property means that part of the land and Building that does not form part of any individual property of the Building and is capable of and intended for the use, enjoyment and utility of all properties in the Building;
Compensation Rate means the UAE Dirhams ninety (90) day Emirates Interbank Offer Rate (”EBOR”);
Completion Date means the date set out in the Particulars or such other date as set out in the Completion Notice to be delivered by the Seller to the Buyer in accordance with clause 3.1 hereof;
Constitution means the constitution of the Association in the form set out in Schedule A; where the Developer shall be the Seller and the Building shall be the Building both respectively as described in the Particulars;
Declaration means the Declaration of the Master Community attached hereto as Schedule B.
Department means the UAE Ministry of Interior, Department of Naturalization and Residency and or its successor;
Developer means for the Seller named in the Particulars;
Instalment Payments means the payment s set out in the Schedule of Instalment Payments.
Manager means for the purpose of the Property Management Agreement, the Seller named in the Particulars or any of its affiliates;
Master Community means the master planned development named in the Particulars;
Master Community Service Charge means the amount payable by the Buyer for the management, administration, maintenance, financing, service provision and control of the Master Community as more particularly set out in the Declaration.
Parking Space (s) means the space(s) allocated to the Property solely for the purpose of parking an automobile as set out in the Particulars. Automobile means a motor-car and or motorbike and shall expressly exclude any recreational or commercial vehicle.
Particulars means the Particulars of Sale and Purchase attached to these Terms and Conditions of Sale forming part of the Agreement;
Property means the Property described in the Particulars.
Property Management Agreement means the Property Management Agreement to be made in the form set out in Schedule C between the Manager and the Association;
Property Price means the Property Price described in the Particulars.
Specification means the interior and exterior finishes, fittings, systems, facilities and appliances (if any) and plan described in and/or attached hereto in Schedule D.
UAE means the United Arab Emirates;
Visa means a UAE residence visa issued by the Department;
Visa Administration Fees mean the Seller’s applicable visa administration fee plus all amounts payable to third parties, including the Department, for each Visa application made by the Seller on behalf of the Buyer.
