CONDITIONS OF SALE

1. (a) The sale is subject to a reserve price fixed by the Vendor. The date and time of the sale herein shall be the date and time of the highest bid. The highest bidder shall be the Purchaser and, if any disputes shall arise as to the highest bidder, the property shall be put up again at the last undisputed bid.

(b)    In any reference herein to “Attorney-at-Law” the singular shall include the plural.

(c)     Any reference to the Vendor shall mean the National Housing Trust, 4 Park Boulevard, Kingston 5.

(d)     Any reference herein to the Vendor’s Attorneys-at-Law shall mean FACEYLAW, 10^th Floor, The Towers, 25 Dominica Drive, Kingston 5.

(e)      In the construction of this Agreement, where the context so admits, the word “Purchaser” shall be deemed to refer to one or more persons purchasing from the Vendor and the words “he”, “him” or “it” indicating the masculine gender and singular number shall be deemed to refer to and include the feminine and neuter genders and the plural number, and where there is more than one Purchaser, their agreements shall be joint and several.

2. (a) All bids shall be made clearly. The Auctioneer reserves the right to regulate bidding and to refuse undesirable bids.

(b)     NHT staff members, directors, staff of external agencies contracted to the NHT as well as the families of all such person, spouse, mother, father, children, brother or sister (all hereinafter called Disqualified Purchaser) are not allowed to bid on properties being sold by the NHT as mortgagee and any such bid shall be refused by the Auctioneer if he becomes aware that he bidder is a Disqualified Purchaser; or if it is discovered after the fall of the hammer that the Purchaser is a Disqualified Purchaser, the sale shall be rescinded, the Deposit paid forfeited and the Vendor shall be entitled to resell the property.

(c)      The Vendor reserves the right to bid generally by itself, its Attorneys-at-Law, the auctioneer or its Agents and also to withdraw the property at any time before the same is actually sold without declaring the reserve price or the reason for such withdrawal.

(d) No person shall advance less than $10,000.00 or retract any bid after the hammer has fallen.

3 (a)   Each bidder shall at the time of making a bid subscribe his name, address and the amount of his bid on the Auctioneer’s bidding paper and all notices, summonses and communication shall be deemed duly delivered to and served upon him by being left for him at such address or sent to him by registered post at such address unless and until he is represented by an Attorney-at-Law.

(b)     The highest bidder (hereinafter called “the Purchaser”) must immediately after the fall of the hammer, provide proof of his identity and evidence of his address and in default, the Auctioneer is entitled to re-offer the property for sale as if it had not previously been knocked down.

(c)      The bidders shall be notified as to the sale and as to the identity of the Purchaser at the auction and the Purchaser shall immediately after being notified of the sale, sign a memorandum at the auction in the form endorsed hereon to complete the purchase in accordance with the undermentioned conditions.

4 (a)   The Purchaser shall immediately after being notified of the sale pay to the Auctioneer or his Agents a sum to be treated as an earnest deposit (the sum to be paid shall be left to the sole discretion of the Auctioneer or his Agents). The Purchaser also shall, within 3 business days after the completion of the auction sale, pay to the auctioneer or his agents the remaining balance of the sum equivalent to 10% of the amount of the purchase money as a Deposit. In the event that the assessment of the Stamp Duty and Transfer Tax is made on any consideration other than the aforesaid Purchase Price or is increased for any reason whatsoever, the Vendor shall be at Liberty to cancel this Agreement by notice in writing sent to the Purchaser within 5 business days of the date of such assessment.

(b)     It is a condition precedent to the coming into effect of this Agreement that the 10% Deposit be paid in full. In the event that the Purchaser is unable to furnish the required Deposit on account of the purchase money within the period stipulated in Clause 4(a), then the property shall be sold to the next highest bidder, provided that this bid is equal to or more than the reserve price.

(c)      The Deposit received by the Auctioneer shall be paid over in full to the Vendor’s Attorneys-at-Law together with the bidding sheet (s) within 5 business days of the auction.

(d) Within 6 weeks of the date of the auction, the Purchaser shall produce to the Vendor’s Attorneys-at-law a letter of undertaking for the balance purchase money from a licensed financial institution or other source acceptable to the Vendor’s Attorneys-at-Law PROVIDE THAT if the Purchaser shall fail to produce the said letter of undertaking within the time provided then the Vendor may cancel the Agreement at any time by giving the Purchaser 7 days’ notice of its intention to do so.

(e)      The balance of the purchase money shall be paid no later than 90 days from the date of the auction sale to the Vendor’s said Attorneys-at-Law at their office but if for any cause whatever the purchase shall not be completed by the time herein specified the Purchaser shall pay interest at the rate of 10% per annum (being a pre-estimate of loss occasioned to the Vendor by reason of the delay) on the unpaid balance of the purchase money from the time fixed for the payment of the same until the same shall be paid, without prejudice nevertheless to the rights reserved to the Vendor by Clause 12 of these conditions. All payments by the Purchaser to the Vendor pursuant to the conditions of sale herein stated shall be made by certified manager’s cheque payable to the Vendor’s Attorneys-at-Law.

5 The Title to the Land is as disclosed by the Particulars hereof. The Vendor, the NHT of 4 Park Boulevard, Kingston 5 in the parish of St Andrew, is selling the land as Mortgagee of the land sold in exercise of the Powers of Sale. A draft Transfer which shall be prepared by the Vendor’s said Attorneys-at-Law shall be submitted to the Purchaser or his Attorneys-at-Law for perusal and approval. Stamp duty and Titles Office’s fees and charges shall be borne by the Vendor and Purchaser equally. In the event of the Purchaser being a foreigner not domiciled in Jamaica be payable now or in the future in connection with the sale and transfer shall be borne and paid in its entirety by such Purchaser. All searches and investigations as to title and the evidence of title which the Purchaser may require shall be made and procured by and at the expense of the Purchaser.

6 The only covenant the Vendor will enter into is a covenant that it has not encumbered the said property. The property will be sold as the same shall stand at the day of the auction sale without reference to the extent or condition thereof and if any error, mis-statement, miscalculation or omission shall arise, the same shall not annul the sale nor shall any compensation be claimed or be allowed in respect thereof and the Purchaser shall take the property in the same state and condition which it is actually found.

7 The property is sold subject to all easements and restrictive covenants, affecting the same whether disclosed in these Particulars & Conditions of Sale or not. The Purchaser shall be deemed to admit the identity of the property purchased by him with that described in the muniments offered as to the title thereto and the Vendor shall not be required to reconcile discrepancies in description or rectify any boundary encroachment or breach of restrictive covenant endorsed on the title, however the Vendor may, at its sole option, elect to do so.

8 All requisitions and objections, if any, in respect of the title, description of the property or particulars or otherwise arising out of the sale and not precluded by these conditions shall be delivered  in writing to the Vendor’s said Attorneys-at-Law within 21 days of the date of execution hereof. If no objections or requisitions are made within the said 21 days, the title shall be deemed to have been accepted and approved.

9 If the Purchaser shall make any objection or requisition respecting the title to the property, not precluded by these Conditions, which the Vendor’s Attorneys-at-law shall on the ground of expense or otherwise unable or unwilling to answer, this contract for the sale of the property may be rescinded by the Vendor or its said Attorneys-at-law unless the Purchaser withdraws such objection and  requisition within 7 days after the delivery of a letter from the Vendor’s said Attorneys-at-law declining the answer. If each objection or requisition is not withdrawn within the said 7 days and the Vendor or its said Attorneys-at-Law shall elect to rescind the said contract, the Vendor’s sole liability shall be to notify the Purchaser of such rescission and to return the Deposit to the Purchase without interest or costs of any description but the Vendor shall be entitled to withhold any amount of the payment of 10% of the purchase price which has already been disbursed and cannot be retrieved.

10 In the construction of these Particulars and Conditions, whenever any tie is fixed for the payment of any money or the doing of any act or thing by the Purchaser, such time shall be of the essence of the contract.

11 Immediately upon payment of the balance purchase price or the receipt of an irrevocable letter of undertaking from a licensed financial institution acceptable to the Vendor’s Attorneys-at-law, the Vendor, pursuant to the provisions of section 108 of the Registration of Titles Act, will execute a Transfer to the Purchaser and lodge same for registration.

12 If the Purchaser fails to comply with any of the conditions set out herein, or is discovered to be a Disqualified Purchaser, the Vendor may at its sole discretion forfeit the Deposit and the Vendor shall be at liberty to resell the property by subsequent public auction or private treaty at such time and in such manner and subject to such conditions as it may think fit without previously tendering any transfer to the Purchaser hereinafter called “the Defaulting Purchaser” and without notice to the Defaulting Purchaser and any deficiency in the price which may result together with all charges, costs and expenses occasioned by such resale or attempted resale and also all charges, costs and expenses occasioned or rendered useless by such default together with interest at 10% per annum shall be made good by the Defaulting Purchaser and be recoverable from him by the Vendor as and for liquidated damages but any increase of price on such sale shall be retained by the Vendor.

13 All monies not paid by the Purchaser on the due dates shall be a debt due from the Purchaser to the Vendor and shall bear interest thereon at the rate of 10% per annum from the due date until the date of payment in full, including all outstanding interest without prejudice to any other rights of action or remedy of the Vendor in respect of the breach. The said interest shall be payable on demand.

14 Without prejudice to the generality of the foregoing, in the event that the title to the property being sold shall not be readily available for completion for whatever reason including, but not limited to, the title being included in the title to other property, the Vendor shall not be liable in any way for any delay in making available the said title or in obtaining a separate and individual title to the property being sold and the Purchaser shall not be entitled to withhold or delay the payment of any monies due to complete the sale because of the said unavailability.

15 PROPERTY TAXES, WATER RATES, & STRATA MAINTENANCE FEES (if applicable). The Vendor accepts no liability for rates, public utility charges, taxes and/or outgoings whatsoever that might be or become payable on the property, PROVIDED that the Vendor may, at its sole option, elect to pay the outstanding water rates, property taxes and Strata Maintenance fees, or a portion thereof.

16 POSSESSION: The Purchaser’s right to possession shall accrue upon the payment of the full amount of the purchase money, interest (if any) and costs and shall be subject to the occupation of the mortgagor(s) and/or existing tenancies and/or occupants (if any)

17 RISK: The property shall remain at the risk of the Vendor until possession is given to the Purchaser. If the same shall be substantially damaged or destroyed prior to possession being given to the Purchaser the Vendor shall be entitled to cancel this contract by notice in writing served upon the Purchaser within 14 days of being notified in writing by the Purchaser of such damage or destruction, in which event all sums paid by the Purchaser hereunder shall be refunded without interest.

18 It is understood and agreed that the Vendor’s Attorneys-at-Law shall be entitled to stamp these Particulars and Conditions of Sale with Stamp Duty and Transfer Tax from the Deposit and that if for any reason whatsoever any of the said Deposit has to be refunded to the Purchaser and:-

• The amount to be refunded is equal to or more than the total of the duty and Tax so paid, then the Purchaser shall to the extent of such duty and/or Tax so imposed be deemed to have been refunded same by delivery up to him of the original Transfer Tax receipt and stamped particulars and Conditions of Sale noted by the Vendor as cancelled, or
• If the amount to be refunded is less than the total of the amount of duty and Tax so paid, then the Vendor’s Attorneys-at-Law shall at the sole expense of the Purchaser claim the refund of such amount of duty and Tax as is refundable, from the Stamp Commissioner and within seven days of the Vendor’s Attorneys-at-Law receiving such refund they shall pay therefrom to the Purchaser the amount to which the Purchaser is entitled less the Vendor’s Attorney’s Fees and expenses for obtaining the said refund.

19 In the event that the Vendor is prevented from completing or is not able to complete this sale as a result of the commencement of legal proceedings by the defaulting mortgagor against it or in the event that there is any Order of the Court restraining the Vendor from selling, transferring or disposing of the property sold, or restraining the Registrar of Titles from registering any Transfer of the property sold from the Vendor to the Purchaser then it is understood and agreed that the Vendor shall be entitled, in its absolute discretion, to rescind this contract by notice in writing to the /Purchaser in which event all monies paid by the Purchaser hereunder shall be refunded in full to the Purchaser within 14 days after the Notice of Rescission without interest and free from deductions subject to special Condition 18 hereof and neither party shall have any claim of any nature whatsoever against the other in respect of the termination of these Particulars and Conditions of Sale.

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