Pre Sale Purchase Agreement - Jucu Apartments

Anything related to the Jucu Apartments Development

Pre Sale Purchase Agreement - Jucu Apartments

Postby cookeal » Fri Nov 25, 2011 7:56 pm

Preliminary Sale- Purchase Agreement

Dated: [•], 2007


1. ANDRESAN RADU, Romanian citizen, domiciled in [•], identity card no. [•], issued by [•], on [•], CNP [•], as Promissory Seller (hereinafter the “Promissory Seller”)
on the one hand, and

2. [•], [•] citizen, domiciled in [•], passport no. [•], issued by [•], on [•], as Promissory Buyer (hereinafter the “Promissory Buyer”)
on the other hand.
Hereinafter collectively called as “the Parties” and individually as “Party”,

WHEREAS:
• The Promissory Seller is building ………blocks of apartments on a plot of land having an area of ……….sq.m. located in ………. , having the cadastral number ……….., registered in the land book no. ………… of (…) town, with cadastral number ………, according to the decision no. …….. of ……….. taken by the (…) Cadastre and Real Estate Publicity (hereinafter “Land”);
• Based on Project ……….. made by ………. – and on Building Permit no. ………., issued by the (…) Town Hall, on ………… (“Building Permit”), the Promissory Seller is developing on this Land a residential complex called “………………..”, made up of apartment buildings to be used for dwelling or for commercial purposes (“Condominium”);
• According with the Romanian law, at the moment when this Preliminary Sale-Purchase Agreement (hereinafter called “Pre–Agreement”) is signed, natural persons who are not Romanian citizens have the right to acquire full property over buildings in Romania but cannot have and exercise the right to acquire the land associated to the purchased building.
Taking into account the above mentioned, by the time the authenticated Final sale- purchase agreement is signed, Promissory Buyers who are non-resident natural persons shall determine a Romanian company, which will be set up and which will have the legal capacity to purchase the land associated to the buildings (hereinafter “Newco”) , to acquire this related plot of land to the Apartment. The price of this additional good shall form an integral part of the Apartment’s price and the Promissory Seller shall require no extra-amounts from Newco or the Promissory Buyers. In order to achieve the purpose for which it was set up, Newco shall transfer to the Promissory Buyers, unconditionally and irrevocably, the full and permanent right to use the land, during the whole period of existence of the Apartment.
When the Sale Purchase Agreement is concluded, Newco shall recognize and grant to the Promissory Buyers’ an unconditional and permanent right to use the Land portion, which is proportional with the area of the Apartment purchased by the Promissory Buyers, alienating the attributes of possession, usage and disposal. These rights and also the un-droppable promise of selling this plot only to the Promissory Buyers shall form the object of a bilateral pre-agreement between Newco and the Promissory Buyer. The Promissory Buyers shall become the owners of this piece of land once the Romanian legislation gives them this right . Taking into account the accessory relationship between the main asset – the Apartment – and the forced joint-ownership asset – the Land portion - any deed transferring property between Newco and third parties, pertaining to the piece of Land associated to the Apartment purchased by the Promissory Buyers, occurring after the conclusion of the alienation pre-agreement, shall be considered void and not binding for the Promissory Buyers.
The Parties have agreed to enter into this preliminary sale-purchase agreement (“Pre-Agreement”), under following terms:

Article 1. PURPOSE OF THE PRE-AGREEMENT
1.1 The Promissory Seller undertakes to sell to the Promissory Buyer, and the Promissory Buyer undertakes to purchase the following real estate assets, at the price, term and conditions stipulated in this Pre-Agreement:
(a) apartment (hereinafter “Apartment”), located on the [•] floor in Section [•] (hereinafter “Section”), to be erected by the Promissory Seller on the Land;
(b) parking place no. [•] (garage no. [•]),
(c) the joint portion of the common areas of the Section assigned to the Apartment (hereinafter “Common Areas of Section”), as described by Article 1.2; the size of this portion shall be decided by cadastre measurements by the time the delivery-receipt protocol is signed;
(d) the joint portion of the land corresponding to the Apartment (hereinafter the “Joint Portion Of The Land”) to be transferred to Newco when concluding the final sale-purchase agreement, in notarized form;
1.2 The Common Areas of the Section are the built-up areas of the Section, which, given their functions, are used by all the owners of apartments and/or garages from the Section and only by them and which, by their very nature, shall be the joint, forced and permanent property of all owners of apartments and/or garages from the Section. The Common Areas of the Section represent the difference between the total built-up area of the Section and the total built-up area of all apartments (including their respective terraces) and of garages located in the Section. The Common Areas of the Section shall become the common property of all the owners.
1.3 The Apartment, the joint portion of the Common Areas of the Section, the parking spot and the joint portion of the Land corresponding to the Apartment, subject of the Pre-Agreement shall hereinafter be referred to as „the Estate”.
1.4 The Apartment, whose outline and location are included in Annex no. 1 of this Pre-Agreement, shall have a total surface of [•], from which internal surface of [•] and consists of [•].
1.5 The property right and possession of the Apartment shall be transferred to the Promissory Buyer upon signing and notarisation of the sale-purchase agreement (hereinafter “the Contract”), without any further formality. On the date of transfer, the Apartment shall have been finished and fitted out according to Annex no. 2. The ownership right over the joint portion of the land corresponding to the Apartment shall to be transferred to Newco, upon signing the Contract, in front of a notary. The Promissory Seller agrees that Newco shall purchase this piece of land without any additional consideration be it monetary or of any other nature. The price of this additional good represents an integral part of the Apartment’s price, as specified hereunder, and the Promissory Seller shall require no extra-amounts from Newco or the Promissory Buyers.

Article 2. THE CONTRACTUAL PRICE
2.1 The total price of the Estate (consisting of Apartment finished and fitted out according to Annex no. 2, joint portions of the Land, Common Areas of the Section, the parking place/garage price) is Euro [•], plus VAT. The price of the Estate is firm and cannot be changed.
The Price of the Estate shall be paid in Euro, as follows:
(a) the amount of Euro [•] (plus VAT), representing 30% of the unit value, at the execution of the Preliminary Sale Purchase Agreement, within 5 days from the date when this Pre-Agreement is signed, as down-payment (hereinafter “Down-payment”);
(b) the amount of Euro [•] (plus VAT), representing 40% of the unit value, at point of building shell being completed, within 15 working days after receiving the notification of the Promissory Seller in this respect together with an uncontestable prove of the development’s current situation (“Instalment”)
(c) the amount of Euro [•] (plus VAT), representing 30% of the unit value, when the Development is completed and the Sale-Purchase Agreement is executed in notarised form (hereinafter the “Rest of payment”),
2.2 The Price shall be paid by the Promissory Buyer by bank transfer into the Promissory Seller’s Euro account no. ............, opened with ………….. The Promissory Buyer’s copy of the bank transfer slip for any price installment, bearing the acceptance of the Promissory Buyer’s bank, is proof enough of full receipt of the respective price installment by the Promissory Seller, and is the liberatory receipt for the Promissory Buyer with respect to its obligation to pay the respective amounts to the Promissory Seller.
2.3 If payments are overdue, the Promissory Buyer shall pay penalties of 0.05% per day of delay, calculated on the due amount. Expenses pertaining to the signing of this Pre-Agreement shall be borne by the Promissory Buyer.

Article 3. OBLIGATIONS AND DECLARATIONS OF THE PARTIES
The Promissory Seller’s Declarations and Warranties
3.1. The Promissory Seller hereby declares that it has full legal capacity for concluding and signing this Pre-Agreement.
3.2. Upon execution of the Pre-Agreement, the Promissory Seller shall hand over to the Promissory Buyer the following documents:
(a) Building Permit (copy);
(b) Cadastre documentation (copy);
(c) Excerpt from the Real Estate Register issued by the Cadastre and Real Estate Publicity Office (or by the competent authority of that date), proving that the Promissory Seller is the full and exclusive owner of the Land and that the Land is free of any mortgage , privilege, encumbrances, alienation interdiction and servitude, lien, usufruct, use, habitation, superficie rights or forced execution or any other restriction with similar effect or burden of another nature and/or any other real or debt right in favour of any third party (copy).
3.3. The Promissory Seller declares that he achieved the ownership title on the Land as a result of the ……….., authentication no. ………… by BNP …………., registered with Bucharest Real Estate Registry no. …….., according to Decision no. ………..
3.4. The Promissory Seller guarantees that the Land on which the Estate shall be located:
(i) It has not become state property as an effect of any legal enactment or proceedings;
(ii) It has not been removed from civil circulation by any means,
(iii) It is not the object of another pre-contract agreement or sale and purchase agreement;
(iv) It is not object of any court litigation;
3.5. The Promissory Seller vouches for the integrity of the future Estate and declares that when the notarized sale-purchase agreement will be concluded, it shall not be associated with any lien, easements, mortgages or other rights belonging to the Promissory Seller or to third parties.
3.6. The Promissory Seller, as a unique owner of the future Estate, undertakes to guarantee the Promissory Buyer against any total or partial eviction according to Article 1337 and the following articles of the Romanian Civil Code. The Promissory Seller shall guarantee the Promissory Buyer that hidden flaws shall not affect the Estate.
3.7. Should the information provided by the Promissory Seller, at the conclusion of the present Pre-Agreement, regarding the Estate’s technical specifications (qualitative and quantitative), be inaccurate, the Promissory Buyer is entitled to ask the resolution of the Pre-Agreement and to plead for contractual penalties.
3.8. If the Promissory Buyer complies with all their payment obligations, then the Promissory Seller undertakes to finish the Apartment (according to the chosen finishing version) and to register the Estate with the relevant Cadastre and Real Estate Registry Office by ……….. This term can be extended with the number of overdue payment days and with the number of days during which, due to force majeure, acts of God or bad weather conditions (defined by the legal acts that are in force at that moment, together with the ANM (National Weather Authority) report or by the competent authority of that date), or to other causes stipulated by the law or which cannot be imputed to the Promissory Seller, works are stopped or it is impossible to carry out the works in compliance with the safety and quality standards taken on by the Promissory Seller or required by the law while those situations last. The Promissory Buyer also agrees to a term of grace of up to 1 (one) month in case the delivery term is overdue because of the fault of the Promissory Seller’s contractors or subcontractors. Any extension of the term for finishing the Apartment shall be explained, notified and described by the Promissory Seller to the Promissory Buyer; notification shall be sent at least 15 days before the delivery term.
3.9. If the Promissory Seller does not comply with the obligation it has undertaken in Article 3.9, it shall pay penalties of 0,05% of the whole value of the Estate for each overdue day passed after the term stipulated by Article 3.9. Out of any amounts paid by the Promissory Buyer hereunder, the value of any penalties shall be deducted first. The provisions of Article 7.8 are fully applicable.
3.10. The Promissory Seller reserves the right to change the characteristics of the Condominium, except for the Apartment, at any moment before the finishing of the Condominium. The agreement of the Promissory Buyer and/or of third parties to these changes are necessary.
3.11. After completion of the (finished) Apartment, but no later than 15 days after the completion of the whole Section, the Promissory Seller shall send to the Promissory Buyer or their representatives a notification specifying the date when the Parties shall come to the Estate to sign a delivery-receipt protocol acknowledging compliance with the (quality and quantity) characteristics of the Estate and taking delivery of the following:
(a) built-up area and exact useful area of the Apartment, according to the real estate sheet (cadastre documentation). If the measured built-up area is smaller or larger than the total built-up area stipulated in Article 1 by 3 %, the price of the Estate shall not change; if the measured area is smaller or larger by more than 3 %, the price shall increase or decrease correspondingly. In any case, the price cannot increase by more than 5 %;
and
(b) finishing works. If, upon taking delivery, the Promissory Buyer proves the existence of differences between the quality of materials used for finishing and that of materials described in Annex no. 2, then the Promissory Seller shall fix the mismatch at its own expense, within a deadline agreed upon by both Parties, depending on the nature of repair works that need to be done. If the Parties disagree on the existence of difference between the quality of materials used for finishing and that of materials described in Annex no. 2, then the Parties shall each appoint a specialized technical expert to investigate the matter, and the conclusions of the two experts shall be mediated by a neutral expert, appointed by the two initial experts, by joint agreement. The conclusions of the neutral expert are mandatory for the Parties. The party in default shall pay the costs of these expertises.
After completing the finishing works within the granted term agreed by the parties, the Promissory Seller shall re-notify the Promissory Buyer with respect to the date when the Parties shall come to the Estate to check if the mismatches were duly fit. Should the Apartment correspond with the specifications comprised in the present agreement and its annexes, the Parties shall establish the date of signing the Final Delivery-Receipt Protocol.
The Final Delivery-Receipt Protocol shall expressly specify and identify the following: (a) the exact built on and active area of the Apartment and appurtenances (according to the cadastral documentation); (b) the joint share from the ownership right over the Common Space from the Section, corresponding to the Apartment; (c) the joint share from the ownership right over the Land, corresponding to the Apartment; (d) the condition of the Apartment and its appurtenances, as well as their installations.
3.12 If the Promissory Seller does not comply with its obligation stipulated by Article 3.9, within an additional 30 days granted term (having in consideration also the provisions stipulated under art. 3.10), and Article 3.11 above, or if it refuses without a justified reason to show up before the Public Notary for the execution of the Contract, then the Promissory Buyer may choose one of the following options:
(a) Granting a new term to the Promissory Seller to meet its obligations;
or
(b) Declaring this Pre-Agreement terminated de jure, without putting in default and without recourse to the court and without any other prior formality (4th degree commissoria lex) and to receive back all the amounts paid according with this Pre-Agreement. The Promissory Buyer is also entitled to receive form the Promissory Seller an equivalent of 50 % of the amounts paid until that date to the Promissory Seller. The Pre-Agreement shall be considered not to have taken place, and the Promissory Buyer shall no longer have any rights on the Estate. The amounts to be paid back to the Promissory Buyer shall be transferred into their bank account no. …………., opened with …………. within 15 days from the date of the Promissory Buyer’s notification regarding the termination of this Pre-Agreement.
(c) Paying to the Promissory Seller the Rest of Payment and claiming the Court to take a decision that may replace the Contract for the Estate.

The Promissory Buyer’s Declarations and Obligations
3.13. The Promissory Buyer hereby declares that he has the full legal capacity to enter the legal relations arising from this Pre-Agreement and there are no legal or other impediments that might affect the Promissory Buyer’s rights and obligations based on the Pre-Agreement.
3.14. The Promissory Buyer hereby declares that he shall have the necessary financial resources to fulfill all its obligations assigned to him by this Pre-Agreement, including the full payment in due time of the Rest of Payment.
3.15. The Promissory Buyer shall pay the entirely Price of the Estate in compliance with the terms stipulated under Article. 2.
3.16. The Promissory Buyer’s obligation to buy the Estate is indivisible. The Promissory Buyer cannot opt to buy only a part of the Estate.
3.17. The Promissory Buyer shall allow the Promissory Seller to maintain on the Land, and/or to install without the Promissory Buyer’s consent installations and systems, including water tanks, pumps, air conditioner compressors, pipes for sewerage and drainage, for hot or cold water, electricity and communication lines, various antennae (except for cellular telephone antennae), and all other types of accessories and/or installations and/or instruments, whether said serve the Condominium or connect the other nearby buildings or they serve all the apartments or certain apartments in the Condominium.
3.18. The Promissory Buyer undertakes that, further to acquiring the ownership right, they shall engage in all the maintenance works for all the installations and systems serving the Building/Section and the communal areas in the Building/Section or in the Land (including: elevators, storage areas, gardens, paths, sidewalks, parking areas - if any -, various engineering installations, etc.), and to accurately follow the operation and maintenance instructions issued by the suppliers thereof.
3.19. If the Promissory Buyer does not pay the amounts according to this Pre-Agreement, he shall pay penalties of 0,05% of the overdue amount, for each overdue day. Penalties shall be paid until the date when the overdue amounts are paid off. Payment of penalties does not prevent the Promissory Seller from terminating this Pre-Agreement, as stipulated under art. 3.21. The provisions of Article 7.8 are also fully applicable.
3.20. If the Promissory Buyer is late more than 30 days with the payment of any amounts due according this Pre-Agreement, then the Promissory Seller may choose one of the following options:
(a) Granting a new term to the Promissory Buyer to meet their obligations;
or
(b) Declaring this Pre-Agreement terminated de jure, without putting in default and without recourse to the court and without any other prior formality (4th degree commissoria lex) and to keep 50% of the amounts initially paid by the Promissory Buyer, as contractual penalties. In this case, the Parties shall resume their condition before this Pre-Agreement was signed; the Pre-Agreement shall be considered not to have taken place, and the Promissory Buyer shall no longer have any rights on the Estate.;
or
(c) Taking action in court against the Promissory Buyer in order to have them pay the Rest of the Payment and the penalties.
3.21. If the Promissory Buyer do not show up at the Estate to sign the delivery-receipt protocol according to Article 3.12 or does not show up before the Public Notary for the execution of the Contract, according the provisions on the present Pre-Agreement or fails to notify the other party, within a 15 days term after receiving the Promissory Sellers notification, about their inability to show up at the agreed date for signing the delivery-receipt protocol, then the Promissory Seller may freely choose, as it deems fit, one of the following options:
(a) Granting a new term to the Promissory Buyer to come and sign the delivery-receipt protocol or to come to the Public Notary to execute the Contract;
or
(b) Declaring this Pre-Agreement terminated de jure, without putting in default and without recourse to the court and without any other prior formality (4th degree commissoria lex), the Promissory Seller being entitled to withhold 50% of the amounts initially paid by the Promissory Buyer, as contractual penalties;
or
(c) Claiming the Court to take a decision, which may replace the Contract for the Estate and force the Promissory Buyer to pay the Rest of the Payment.
3.22. The Promissory Buyer hereby understands and agrees that utility providers have a free and permanent right to use the stretches of land where their machinery and/or equipment are/is located.
3.23. The Promissory Buyer hereby declares to be aware that when the property right on the Estate is transferred, the Condominium shall not be entirely completed; the Promissory Buyer hereby waives any claim pertaining to any possible inconvenience that might be caused to them by this. The Condominium shall be fully completed by 30.11.2008.
3.24. The Promissory Seller is entitled to finance the Residential Ensemble from its own funds, through bank institutions or external facilities.
Hence The Promissory Seller has the right, is shall consider appropriate, to select the type of financing and to finance a part of it with the help of a bank unit chosen by The Promissory Seller, guaranteeing the refunding of the credit with the Land on which it will be built up the construction, and / or with the Building, according to provisions of art. 1777 of the Civil Code.
Before concluding the Final sale purchase agreement in front of a notary, the Promissory Seller shall erase the mortgage from the Land Registry Book.

Article 4. MISCELLANEOUS
4.1 In the notification sent by the Promissory Buyer to the Promissory Seller according to Article 3.22 (announcing their inability to sign the delivery-receipt protocol/Contract), the new term proposed by the Promissory Buyer for signing these documents cannot be longer than 15 days from the notification date, or else the provisions of Article 3.22, letters (a) or (b) or (c) shall apply. The Promissory Buyer is entitled to send only one such notification.
4.2 The Promissory Seller hereby agrees that the Promissory Buyer is allowed to register the Pre-Agreement with the Real Estate Registry. The Promissory Buyer hereby agrees that, if the Promissory Seller terminates this Pre-Agreement, the latter is entitled to remove the inscription of the Pre-Agreement from the Real Estate Registry, without any further formality.
4.3 The number of square meters corresponding to the joint portions may change when cadastre calculations are made. The percentage corresponding to these portions shall not be subject to any alteration.
4.4 Building/contractual risks shall be borne by the Promissory Seller until the signing of the notarised Contract and by the Promissory Buyer after this date.
4.5 Each party shall be liable for all the damage caused to the other Party by failing to meet their respective obligations taken on by this Pre-Agreement. Moreover, the Party in default shall pay to the other Party all the expenses pertaining to litigations and/or enforcement procedures (enforcement fees, attorney fees, stamp fees, etc).
4.6 If the Condominium/Section in which the Estate is located disappear entirely or partially or if its structure is affected, before the signing of the notarised Contract, due to an accident, criminal act, force majeure or act of God, then the Parties shall mutually agree on one of the following options:
(a) Continuing with the performance of its obligations undertaken with this Pre-Agreement, extending delivery terms accordingly;
or
(b) Declaring this Pre-Agreement terminated de jure, without putting in default, without recourse to the court and without any other prior formality (4th degree commissoria lex); the amounts paid until that date by the Promissory Buyer shall be entirely paid back by the Promissory Seller within 20 working days from the date when the event occurs.
4.7 The Promissory Seller shall build the Section and the Apartment according to ……… designed by …………, and according to safety and quality building standards applicable in Romania. The Promissory Seller gives a warranty in compliance with legal provisions and with the agreements signed with suppliers and subcontractors. The delivery-receipt protocol shall specify the warranty period for the Promissory Buyer.
4.8 Should the Promissory Buyer provide on his own costs, after signing the Final Delivery-Receipt Protocol, accessories to be set up in the Apartment, the Promissory Seller shall not be responsible for such accessories or installations, including, but not limited to, maintenance, protection or safety thereof, and it shall be exempted from any liability regarding damage caused to such installations and accessories and/or the installation thereof. The Promissory Buyer shall arrange himself and on his/her own cost the security and protection of such installations and accessories from harm, burglary etc.

Article 5. FORCE MAJEURE
5.1 An event of Force Majeure occurring during the validity period of the Pre-Agreement exonerates from liability the party invoking it and suspends the execution of the Pre-Agreement, which is to be extended by a period of time equivalent to the duration of the Force Majeure event.
5.2 The Parties agree and declare that for the purpose of the present Pre-Agreement, Force Majeure means the unpredictable and unavoidable event (including, as example, but not necessarily limited to, war, earthquake, floods, etc.), which makes impossible the fulfillment of the contractual obligations undertaken by any of the Parties and which exonerates from all liability the Party invoking the present clause referring to Force Majeure, provided that the Party isn’t in any way in default.
5.3 In order for the principle of force majeure to exonerate a Party from liability, the Party invoking it has to:
- communicate to the contractual partner, in writing, the existence of a force majeure event within 10 (ten) days from the date when the event started;
- within 10 (ten) days from the appearance of a force majeure event, ask the Chamber of Commerce and Industry in the city where it has its social headquarters/domicile for an official certificate acknowledging the force majeure event;
- communicate in writing to the other Party, within 10 (ten) days from the start of the force majeure event, proof of such event;
- communicate in writing to the other Party, the ending of the force majeure situation, within 10 (ten) days from the date it ended;
- take all necessary measures to limit the consequences generated by the force majeure event.
5.4 All communication shall be done in writing, to the addresses in the Preamble, using forwarding methods that provide a confirmation of the receiving by the addressee, and the communication terms shall start from the date of the confirmation of receipt.

Article 6. NOTIFICATIONS AND LITIGATIONS
6.1. All notifications and communications between the Parties of this Pre-Agreement shall be made by registered mail with confirmation receipt, sent to the following addresses:
- for the Promissory Seller:
• RADU ANDRESAN
Address : …………….
Attn: Mr. …………………….
- for the Promissory Buyer:
• S.C.A. JINGA, BURCA & ASOCIATII - Attorneys at Law,
Brasov: 2 Nicolae Titulescu st., 1st. floor, Brasov County
Postal Code: 500020
Office :(40-368) 414 638
Fax :(40-368) 414 639
E-mail: office@jba.ro
6.2. This Pre -Agreement is governed by the Romanian law. Conflicts arising from this Pre - Agreement shall be settled amicably within 30 days from their occurrence. If an amicable settlement is not possible, then any litigation pertaining to the conclusion, interpretation or execution of the Pre- Agreement shall be settled by Romanian common law courts.

Article 7. FINAL PROVISIONS
7.1 The Promissory Buyer shall not have the possibility to assign or to transfer its rights and obligations arising from present Pre-contract to an individual or to a legal person, unless he/she observes the following cumulative conditions: (i) prior to the transfer, the Promissory Buyer has paid entirely all amounts due before or on the transfer date, as such amounts are stipulated by present Promise; and (ii) the Promissory Seller shall be notified 10 days prior to assignment or transfer. and (iii) the transfer shall operate in respect to all rights and obligations provided by present Pre-agreement, which clauses shall not be modified or completed under the occasion of the transfer;
7.2 This document is effective from its coming into force. The document comes into force when the contracting Parties sign it. The ownership right shall be transferred at the moment of signing of the notarised Contract.
7.3 This Pre-Agreement shall be registered with the (…) Office for Cadastre and Real Estate Publicity.
7.4 Any modification of this document shall be done by an additional deed signed by the Parties, which shall be considered integral to this Pre-Agreement.
7.5 Any reference to an article, paragraph or annex of this Pre-Agreement shall be considered to refer exclusively to an article, paragraph or annex of this Pre-Agreement, unless stipulated otherwise.
7.6 The titles of articles, paragraphs and sections are meant only for organizing the Pre-Agreement and shall not be used for interpreting the present document.
7.7 If one of the Parties changes its account or the bank where the account is opened, then it shall notify the other Party and any payments between the Parties shall be made according to the instructions given in the notification.
7.8 Charging penalties shall not prevent the injured Party from recovering the whole loss caused by the guilty Party (including profit ceasing). The value of the recovered loss cannot exceed the value of the Estate.
7.9 The Promissory Seller shall bear and pay all the taxes regarding the Apartment, the common spaces of the Section related to the Apartment and the joint quotas of the land, until the notarised Contract is duly concluded.
7.10 The Promissory Buyer shall pay the taxes, stamp fees and notary fees due for the registration of the Promissory Buyer’s rights according to this Pre-Agreement with the Real Estate Register.

Article 8. ANNEXES
8.1. The following annexes are integral to this Pre-Agreement and all their provisions are binding for the Parties:
Annex no. 1 Outline and location of the Apartment;
Annex no. 2 Technical specifications of the finished Apartment;
IN WITNESS WHEREOF, the Parties hereto have caused the present Pre-Agreement to be executed in [•], on [•], 2007, in 4 original copies, with equal legal power.
PROMISSORY SELLER PROMISSORY BUYER
SC ………… S.R.L
Represented by:
Mr. …………. _________________

Signature: ______________ Signature: _______________
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