---------- 轉寄的郵件 ----------
寄件者："David Walton" <David@bluntssolicitors.co.uk>
日期：2014-8-28 下午11:17
主旨：1-20 The Edge
收件者："celiaw681@gmail.com" <celiaw681@gmail.com>, "楊明祥 (shawny@wedooverseas.com.tw)" <shawny@wedooverseas.com.tw>
副本："victoria@knightknox.com" <victoria@knightknox.com>, "naomi@knightknox.com" <naomi@knightknox.com>
Dear Hsiu-Hui Wang,
I attach an amended client care letter (with your name corrected) and the revised sale agreement, just received from the seller’s solicitor, that now includes clause 20 (providing the 6% return on the deposit paid).
If you require anything else at this stage, please let me know.
Regards
David Walton
Solicitor
T: 01625 429131 F: 01625 412994 www.bluntssolicitors.co.uk
Blunts Solicitors
2 – 6 King Edward Street, Macclesfield, Cheshire SK10 1AB
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Authorised and regulated by the Solicitors Regulation Authority No 516916
2. 附件一
DATED 2014
X1 THE EDGE LIMITED (1)
and
HSIU-HUI WANG (2)
AGREEMENT FOR SALE
Relating to Unit 120
X1 The Edge
Seymour Street
Liverpool
L3 5PE
CONTRACT PARTICULARS
THE SELLER X1 THE EDGE LIMITED (Company Number
8622549) whose registered office is at 116
Duke Street Liverpool L1 5JW
THE BUYER HSIU-HUI WANG of 5F4 No.681 Zhongzheng
Road Zhonghe Dist New Taipei City Taiwan
(ROC) 23552
THE PROPERTY Leasehold property known as Unit 120 on the
first floor of the Building and edged red on the
Plan
THE PLAN Means the plan annexed to the Lease
THE BUILDING The Premises known as X1 The Edge
Seymour Street Liverpool L3 5PE being part
of the land comprised in the title number
below mentioned and edged red on Plan 2
THE PRICE £54,950.00
THE COMPLETION DATE
THE COMPLETION PAYMENT £27,475.00
THE DEPOSIT £22,475.00
TITLE NUMBER MS445017
RESERVATION DEPOSIT £5,000.00
SELLER’S SOLICITOR MSB Solicitors of 13th
Tithebarn Street Liverpool L2 2LZ
(Ref: EB/67262.133)
BUYER’S SOLICITOR Blunts Solicitors of 2 King Edward
StreetMacclesfield Cheshire SK10 1AB
(Ref: DW)
The Seller shall sell and the Buyer shall purchase the Property at the Price in accordance
with the conditions of sale set out in this Contract
Dated: .............................................................................................2014
............................................
Signed for and on behalf of the Seller
.............................................
Signed by the Buyer
CONDITIONS OF SALE
1 Definitions and Interpretations
In this Contract:
1.1 The terms defined in the Particulars shall have the meanings specified
“Agreement” means this document as varied by any
subsequent documentation
“Completion” means actual completion of the sale and
purchase agreed in this Agreement
“Lease” means the lease of the Property to the
Buyer in the form set out in Schedule 2
“Management Agreement” means the form of management agreement
in the form set out in Schedule 3
“Property” means the property short details of which
are given in the Particulars and more fully
described in the draft lease attached to this
Contract
“Standard” Conditions” mean the Standard Conditions of Sale (4th
Edition)
1.2 Words importing one gender shall be construed as importing any other gender
1.3 Words importing the singular shall be construed as importing the plural and vice versa
1.4 Where the Buyer comprises more than one person the obligations and liabilities of
the Buyer under this Contract shall be joint and several obligations and liabilities of
those persons
1.5 The clause headings do not form part of this Contract and shall not be taken into
account in its construction or interpretation
2 The Works
The terms and conditions of Schedule 1 shall be deemed fully incorporated into this
Agreement
3 Standard Conditions
The Conditions shall apply to and are incorporated in this Contract insofar as they are
applicable to a sale by private treaty and are not varied by or inconsistent with the
terms of this Contract and shall be amended as follows:
3.1 In Conditions 6.1.2 and 6.1.3 “12.30 pm” shall be substituted for “2.00 pm”
3.2 The latest time by which the parties may complete the agreement in compliance with
Condition 6.8.2 is 12.30 pm on the tenth working day following service of the notice to
complete (excluding the day on which the notice is served)
3.3 In Condition 7.1.1 the words “or in the negotiations leading to it” shall be deleted
3.4 Conditions 2.2, 3.1.3, 3.4, 4.1.2, 4.4.2, 4.6, 5.1, 5.2, 6.1.1 and 7.1 shall not apply
4 Deposit
4.1 The Buyer shall on or before entering into this Agreement pay to the Seller the
Deposit being 50% of the Purchase Price. The Deposit shall be paid to the Seller’s
Solicitor as agents for the Seller
4.2 The Seller shall be entitled to treat non-payment of the Deposit as a fundamental
breach of this Agreement including in particular if any cheque provided in respect of
the deposit or part of it is dishonoured on first presentation.
4.3 In the event that the Deposit paid is less than 10% of the Price then the amount of the
balance shall at all times remain due to the Seller and in the event of rescission or
failure to complete this Agreement through no fault of the Seller and without prejudice
to the conditions herein contained such balance shall be a debt due to the Seller by
the Buyer payable on demand
5 Completion
5.1 Completion of the sale and purchase of the Property shall take place on the
Completion Date (if a date is specified in the Contract Particulars) or on or before the
tenth Working Day after the issue of the Certificate of Practical Completion pursuant
to Schedule 1 to the Buyer's Solicitor.
5.2 At the Completion Date the Buyer shall pay to the Seller the Completion Payment
5.3 If Completion does not take place on the date specified in clause 5.1within the time
specified in this condition then the defaulting party shall upon actual completion pay
to the other interest on the balance of the Price at the Contract Rate such interest to
be calculated from the date upon which completion should have taken place until the
date of actual completion.
5.4 The amount payable by the Buyer to the Seller on Completion shall be paid by
telegraphic transfer to the Seller’s Solicitor’s bank account full details of which have
been supplied to the Buyer or the Buyer’s Solicitor or another person acting on behalf
of the Buyer and completion of the purchase shall not take place until the said
amount payable shall have been received into the Seller’s Solicitor’s bank account
5.5 At Completion the Buyer shall;
5.5.1 execute the Lease in favour of the Buyer and the Buyer shall execute a counterpart of
the Lease
5.5.2 enter into the Management Agreement
5.5.3 provide an Architect's Certificate in such form as is compliant with the requirements of
the Council of Mortgage Lenders
5.6 The Property will be constructed and ready for occupation as soon as reasonably
practicable but the Seller will not be responsible for delay caused by matters beyond
the Seller’s reasonable control including (but not limited to) bad weather, fire, delay
by suppliers of materials or subcontractors, or delay in the connection of water,
electricity, drainage or gas services.
5.7 The Buyer shall not be entitled to access to the Property or to enter into occupation
save by prior agreement with the Seller for the purpose of inspection only until the
Price has been paid in full
6 Interest
The Contract Rate applicable to this Contract shall be 4% above Barclays Bank plc’s
Base Rate from time to time in force during the period over which interest runs
7 Capacity
7.1 The Seller will sell and grant the Lease of the Property with full title guarantee
7.2 The covenant implied by Section 2(1)(b) of the 1994 Act shall be amended by
substituting the words "at the disponee's cost" for the words "at his own cost"
7.3 The covenant implied by Section 3(1) of the 1994 Act shall not apply to rights
granted by the Seller to other purchasers in the Building which affect the Property
and which are in similar form to those set out in the Lease and shall apply only to
charges encumbrances or other rights exercisable by third parties created by or in the
actual knowledge of the Seller
7.4 For the purposes of Section 6(2)(a) of the 1994 Act all matters now recorded in
Registers open to public inspection (including the Registers at the Land Registry) and
all information ascertainable from the documents provided to the Buyer's Solicitors
are deemed to be within the actual knowledge of the Buyer notwithstanding the
provisions of Section 6(3) of the 1994 Act
8 Possession
Save as referred to in this Agreement the Property is sold with vacant possession on
completion
9 Title
9.1 The Seller’s Title is registered under Title Number MS445017 official copies have
been supplied
9.2 With respect to the documents having been supplied to the Buyer’s Solicitor before
the date of this Agreement the Buyer admits and accepts the Seller’s title and shall
not be entitled to raise any objection in respect of it and save for any entries
registered against the title to the Building revealed by any pre-completion searches at
the Land Registry
10 Incumbrances
The Property is sold together with the benefit of and subject to:
10.1 All local land charges whether or not registered at the date hereof and all matters
capable of registration as local land charges whether or not so registered.
10.2 All notices served and orders demands proposals or requirements made by any
public or other competent authority whether before or after the date of this Agreement.
10.3 All actual or proposed charges notices orders restrictions agreements obligations
conditions contraventions or other matters arising under the statutes now or in the
future relating to town and country planning.
10.4 All easements quasi-easements wayleaves rights exceptions or other similar matters
whether or not apparent on inspection or disclosed in any of the documents supplied
to the Buyer’s solicitors by the Seller’s Solicitors prior to the date hereof.
10.5 Incumbrances which the Seller does not and could not know about.
10.6 All matters (including any matters which are unregistered interests which override first
registration under schedule 1 of the Land Registration Act 2002 and/or unregistered
interests which override registered dispositions under schedule 3 to the Land
Registration Act 2002 without obligation on the Seller to specify the same) disclosed
or which might reasonably be expected to be disclosed as a result of searches or
enquiries formal or informal made by or on behalf of which a prudent Buyer or which
a prudent Buyer ought to make of the relevant authorities.
11 Completion Documents
11.1 The Property is sold together with the benefit of and subject to all matters contained
or referred to in the Lease
11.2 The Seller’s Solicitor shall prepare the Lease and a counterpart of it
11.3 The Sellers Solicitor shall prepare the Management Agreement
11.4 The engrossment of the Lease and the Management Agreement executed by the
Buyer shall be delivered to the Seller’s Solicitor at least two working days before
completion of the purchase is due to take place under the provisions of clause 5
11.5 The Seller shall not be required to convey transfer or grant a lease of the Property to
any person other than the Buyer named in this Agreement and the benefit of this
Agreement shall be personal to the Buyer who shall not assign charge or otherwise
dispose of it.
11.6 The Buyer shall on completion pay to the Sellers Solicitor the sum of £100.00 plus
VAT for the preparation and engrossment of the Lease and its counterpart
12 Additional Documents
The Buyer will immediately on request by the Seller join in and be a party to any deed
or document required by the Seller:
12.1 To grant easements over the Property to any public authority in connection with the
services to be provided for the benefit of the Building and
12.2 To procure adoption of any adoptable services by the relevant or adopting authority in
connection with adoptable services provided for the benefit of the Building
13 Estate Plan
The layout plan of the Building has been available for inspection by the Buyer (as the
Buyer acknowledges) who shall be deemed to purchase with full knowledge hereof
but the Seller reserves the right to alter the layout of its adjoining or neighbouring
property in such manner as it may deem fit.
14 Insurance
The Property will remain at the Seller’s risk until completion and the Seller will keep
in force an appropriate insurance policy to cover all usual comprehensive risks and in
addition all risks caused by or connected with the Seller’s construction of the Building.
The Seller will produce a copy of the policy to the Buyer on request.
15 Agreement and Declaration
15.1 The Buyer acknowledges that no representation either written or oral (except written
answers to pre-contract enquiries supplied by the Seller’s Solicitor) has been made to
the Buyer prior to the date of this Contract by the Seller or his employees or agents
concerning the Property which has influenced or persuaded the Buyer to enter into
this Contract
15.2 The Buyer may rely on factual representations and warranties made or given by the
Seller’s Solicitor to the Buyer’s Solicitor’s pre-contract enquiries but only in so far as
such statements are not capable of independent verification by appropriate searches
enquiries inspection survey of the Property or by inspection of the documents and
information supplied to the Buyer’s Solicitor
15.3 This Agreement contains the entire agreement between the parties and incorporates
all the terms agreed between them for the purposes of the Law of Property
(Miscellaneous Provisions) Act 1989 Section 2 and there are no other terms or
provisions agreed prior to the date of this Agreement which have not been
incorporated into this Agreement
15.4 The Buyer will allow the Seller its agents and associated companies to take external
photographs of the Building and the Property for marketing purposes as and when
required
16 Non-Merger
The provisions of this Agreement shall not merge on completion of the Lease of the
Property so far as they remain to be performed
17 Late completion
In the event of notice under condition 6.8 of the Standard Conditions of Sale being
served on the Buyer the Buyer shall be and become liable to pay and indemnify the
Seller for legal costs of and incidental to the preparation and service of the said notice
and any additional work such costs being in the minimum sum of £150.00 plus Value
Added Tax and payable on completion
18 Notices
18.1 Any notice to be given under or in connection with this Agreement shall be in writing
and may be delivered personally or sent by first class post or fax to the party due to
receive the notice at its address set out in this Agreement or the address of its
solicitor or such other address as previously specified (by written notice) by such party
18.2 A notice may be given by a party’s solicitor to another party’s solicitor provided it
conforms to the provisions of clause 18.1
18.3 In the absence of evidence of earlier receipt a notice is deemed received:
18.3.1 if delivered personally when left at the address referred to in clause 18.1
18.3.2 if sent by post two working days after posting it
18.3.3 if sent by fax on completion of its transmission
18.4 In the case of a notice given pursuant to clauses 18.3.1, or 18.3.3, where this occurs
after 5 pm on a working day or on a day which is not a working day the date of
service shall be deemed to be the next working day
19 Contracts (Rights of Third Parties) Act 1999
For the purposes of the Contracts (Rights of Third Parties) Act 1999 it is agreed that
nothing in this Agreement shall confer on any third party any right to enforce or any
benefit of any term of this Agreement
20 Interest on Deposit
On the date of actual completion the Seller shall make an allowance to the
Buyer equivalent to interest at the rate of 6% per annum on the Deposit for
the period from the date of this Agreement until the date specified as the
completion date in clause 5.1
SCHEDULE 1
The Works
1 In this Schedule the following definitions shall apply:
"Approved Plans" means the layout plan of the Building and the
"Certificate of Practical
Completion"
lease plan of the Property as are comprised in the
Lease
means a certificate to be issued by the Seller’s
Agent stating that the Works have all been
completed
“CDM Regulations" means the Construction (Design and
Management) Regulations 2007 as the same
may be amended or replaced from time to time
"Deleterious Materials" means any goods materials or equipment which
are themselves or which incorporate substances
which are generally known at the time of use
to be deleterious to health and safety or the
durability of the Property or the Works in the
particular circumstances in which they are to be
used or are otherwise not in accordance with
the relevant British and European Standards
and Codes of Practice and "Good Practice in the
Selection of Construction Material" as published
by Ove Arup and Partners or good building
practice or techniques
"Necessary Consents" means all necessary planning permissions
conservation area consents listed building
consents bye-law and building regulation
consents stopping-up orders and all other
necessary consents and approvals of any
competent authority obtained or to be obtained
by the Seller for carrying out the Works in
accordance with the provisions of this agreement
“Seller's Agent” means such surveyor representing the Seller
as the Seller may from time to time notify to the
Buyer
“Works" means the works to complete the Building
including the residential units in accordance with
the Approved Plans
2 SELLER'S BUILDING OBLIGATIONS
2.1 The Seller shall as soon as reasonably practicable after the date of Completion
commence and thereafter carry out and complete the Works in a good and
workmanlike manner and with suitable good quality materials goods and equipment
of their several kinds and in accordance
(a) with the Necessary Consents and the Approved Plans
(b) the Seller's overall design criteria for the Property
(c) all requirements of the CDM Regulations
and in accordance with the provisions of this agreement and not using any
Deleterious Materials
2.2 The Seller in the carrying out of the Works may make such reasonable alterations in
the Approved Plans as may be required save that any such changes shall not
materially alter the area and size of the Property
3 CERTIFICATE OF PRACTICAL COMPLETION
3.1 When all the Works have been completed the Seller shall procure that ;
3.1.1 the Buyer is given not less than five days notice of the date upon which the
Seller's Agent intends to carry out a completion inspection of the Works with a
view to issuing a Certificate of Practical Completion provided that if the
completion inspection does not take place or if following the inspection the
Certificate of Practical Completion is not issued then this procedure shall be
repeated as often as necessary until such certificate is issued
3.1.2 the Buyer or the Buyers representative is entitled to accompany the Seller’s
Agent on any such inspection
3.1.3 the Seller’s Agent has regard to any reasons as to why in the reasonable
opinion of the Buyer or the Buyers representative the Certificate of Practical
Completion should not be issued and as to the contents of any list of defects
or outstanding matters in relation to such Certificate of Practical Completion
provided that such reasons are given to the Seller's Agent orally at the time of
such inspection and confirmed in writing within two Working Days thereafter
(time being of the essence)
3.2 The decision to issue or not to issue a Certificate of Practical Completion shall be in
the sole professional discretion of the Seller's Agent
3.3 Minor outstanding items which appropriately form part of a snagging list shall not
prevent the issue of the Certificate of Practical Completion
3.4 On or as soon as reasonably practicable after practical completion of the Works the
Seller shall procure that:
3.4.1 the Seller’s Agent shall issue the Certificate of Practical Completion and
3.4.2 a copy of such certificate shall be delivered to the Buyers Solicitor as soon as
reasonably practicable thereafter
3.5 The Seller shall after the issue of the Certificate of Practical Completion continue to
carry out and complete any Works of a minor nature which have not been completed
by the date of Practical Completion and which are specified in any snagging list as
soon as reasonably practicable
3.6 The Certificate of Practical Completion cannot be issued in the event that there are
planning conditions which prohibit occupation which have not been specified
SCHEDULE 2
The Lease
SCHEDULE 3
The Management Agreement
3. 附件二
