Prime Residencies

Terms & Conditions

PART I
DEFINITIONS AND INTERPRETATIONS

(1)    In this Agreement, except where the context requires otherwise the following words and expressions shall have the following meanings :-

Words                                                   Meanings 
“Actual Floor Area”    Means the as built floor area of the said Apartment Unit as certified by the Consultant Architects taking in to consideration the following criteria;
a.    the common boundary of the said Apartment Unit with adjoining units shall be the centre of the floor, walls or ceiling as the case may be.  
b.    The balcony area and the thickness of the interior walls, the centre of the exterior walls or walls adjoining the Common Area, as well as any terraces and or balconies appurtenant to the said Apartment Unit shall be considered. 

Which said Consultant Architect’s certificate shall be relied upon and utilized by the parties hereto and be final, conclusive and binding on the parties for the purpose of calculation of the Final Purchase Price. Provided the survey and measurements of the Apartment floor area was done at a joint inspection with the Purchaser or in the presence of the Purchaser or his representative.
    .

“Appropriate    Authority/ies”                         means any authority for the time being authorized under any written law in force in Sri Lanka to approve amalgamation and subdivision of land, the development of lands, Building Plans, to  issue the  certificate of conformity etc. and to enforce any other laws related thereto;
    
“Certificate of Practical Completion”    means the certificate to be issued by the Developers’ Architects certifying practical completion of the said Apartment Unit and that water and electricity are available.    
        
“Common Elements”    include both Common Facilities and Common Area.    
“Common Facilities”    mean in relation to the Building such facilities and such services serving the Building such as  lifts, and such other facilities and services as may be provided from time to time by the Vendor or the Management Corporation as the case may be subject to such rules and by-laws as may be imposed from time to time by the Vendor or the Management Corporation as the case may be with regard to  the use of the recreational areas and facilities ;
    
“Common Area"


    means so much of the Lands, Gardens, terraces and other areas of the said Apartment Complex as is not comprised in any Unit as shown in an approved Condominium Plan and includes the fixtures and fittings in the Common Area including lifts, back-up generators, ventilating and  drains, sewers, pipes, wires, cables and ducts and all other facilities and installations, if applicable, used or capable of being used or enjoyed either in common by the Purchasers or by some of the Purchasers  

PROVIDED ALWAYS THAT the access, use and enjoyment of the  Common Area shall be subject to such restrictions as may be imposed from time to time by the Vendor  or the Management Corporation as the case may be

PROVIDED FURTHER THAT the lift lobby of a particular level within the Apartment Complex shall be for the exclusive common use of the owners of units comprised in the corresponding level and their lessees, tenant, licensees, permittees, invitees or other lawful occupiers and their employees, servants, agents and contractors;    
        
“Management  Corporation”  


“Management
  Expenses”                                          means  the  Management  Corporation  for  the  said Apartment Complex as contemplated by the Apartment Ownership Law No. 11 of 1973 as amended;

includes all properly or reasonably assessed or assessable charged or chargeable paid or payable or otherwise incurred in connection with the said Apartment Complex but limited to the following:
a)    Services provided by the Vendor/Developer or the management Corporation as the case may be towards the management administration upkeep and maintenance of the said Apartment Complex and the common elements thereof to maintain its status;
b)    Maintain, repair and /or replacement of the common infrastructure servicing the said Apartment Complex including but not limited to road ways driveways, drains,  culverts, water main pipes, cabling lighting fittings and accessories elevators pumps engines generators and sewerage plants serving the said building
c)    Provisions of common services and facilities;
d)    Proportionate contribution towards insurance premier or increased insurance premier for Insurance policy(ies) obtained or to be obtained by the Vendor/Developer and /or Management Corporation relating to the said Apartment Complex against loss or damage by fire and against all such other risks to the full replacement value thereof as the Vendor/Developer and /or Management Corporation as the case may be, may think fit and if any assessment tax for common amenities.      
            
“ Consultant Architects”


“Unit”    means the Architect or Architectural Firm appointed by the Vendor to be in charge of the construction of the  said Apartment Complex;
means and individual residential Apartment Unit comprised in the said Apartment Complex.
    ;

 (2)      The expression the “Purchaser” includes his/her heirs, estate, personal representatives, successors in title and permitted assigns and may also include, as the context may require, their lessees, tenants, licensees, permit tees, invitees or other lawful occupiers and their employees, servants, agents and contractors.

(3) The Schedules and Annexures referred to in this Deed shall be construed as an integral part of this Agreement to the same extent as if the same have been set forth verbatim herein 
(4) For the purpose of giving effect to these presents it is hereby declared-
  that if these presents shall be executed by a wife and her husband who is governed by the “Law of Thesawalamai”  the consent and the concurrence as required in terms of Section 6 of the Jaffna matrimonial Rights and Inheritance Ordinance (Chapter 58) of her husband for all the purposes of these presents shall be deemed to have been given by the husband by the execution of these presents and any acts done pursuant to these presents by the wife shall be deemed as though the same were done with the consent and concurrence of the husband     
PART II
SALE AND PURCHASE AGREEMENT

The Vendor / Developer  shall sell and transfer to the Purchaser as hereinafter provided and the Purchaser shall purchase from the Vendor / Developer all that individual Residential Apartment Unit in the said Apartment Complex and which is morefully described in the Second Schedule hereto inclusive of the reserved car park lot allocated for the Purchaser and the respective share in the Common Elements appurtenant to the said Apartment Unit (all of which are hereinafter collectively called and referred to as “the said Apartment Unit”) and the right to use the Common Elements in the said Apartment Complex at or for the Purchase Price price or sum RUPEES …….. MILLION …….. HUNDRED AND ……… THOUSAND (Rs ……..,000/-) of lawful money of the said Republic of Sri Lanka (hereinafter called and referred to as “the Purchase Price”) upon and subject to the terms and conditions hereinafter contained.

PART III
PAYMENTS 

In consideration of the Vendor / Developer agreeing to sell and transfer the said Apartment Unit to the Purchaser as hereinafter provided the Purchaser has undertaken to pay to the Vendor/ Developer the Purchase Price by such Installment Payments and within such Time Scales as set out below and shall be paid by the Purchaser. :-
 
The total consideration of RUPEES ……….. MILLION …………. HUNDRED AND ………….. THOUSAND (Rs …………,000/-) of the lawful money of Sri Lanka shall be paid on the terms and conditions herein set out and contained.

....................................................

The dates on which the respective instalment payments are due and payable in terms of said Clause of this Agreement (“Due Dates”) shall remain unchanged. 

If the Purchaser fails to make any instalment payments on the due dates the Vendor/ Developer may at its sole and absolute discretion allow the Purchaser a grace period of Fourteen days within which to meet such delayed payment (“Extended Due Date”) and in such event the Purchaser shall make the payment on or such Extended Due Date together with the payment on or before such extended Due Date together with One point Five per cent (1.5%) interest per month on such delayed payment calculated from the Due Date

If the Purchaser fails to make the payments mentioned in clause above and/or if the Purchaser unable to pay any Two consecutive instalments payments mentioned in clause above together with interest thereon on or before the Due Date or extended due dates, the Vendor/ Developer shall be entitled to terminate this Agreement under Part XII below and shall be entitled to be compensated in the manner described therein. Provided that nothing herein contained shall be construed as preventing the Vendor and developer from terminating this agreement within 03 months for failure of the Purchaser to comply with his payment obligations hereunder.

1.    Effect of variation of the Floor Area of the said Apartment Unit upon completion of the construction  
a.    It is expressly agreed by and between the Purchaser and the Developer that in the event the Actual Floor Area of the said Apartment Unit varies more than 2% from the Floor 

Area of the said Apartment Unit as mentioned in the Second Schedule hereto the Purchase Price shall be re-computed in accordance with the following formula:-


Purchase Price                  
X    
Actual Floor Area     
=    
Final Purchase Price

Floor Area as per the  Second Schedule                

b.    For avoidance of doubt no adjustment in the Purchase Price shall be made where the variance does not exceed Two per centum (2%) as aforesaid.

c.    The price so re-computed shall be accepted by the parties as the Final Purchase Price payable for the said Apartment Unit for the transaction envisaged herein and in this connection the payment of the Purchase Price shall be adjusted along with the payment of the Final Installment Payment and if necessary with the Installment Payment preceding the Final Installment Payment or in the case of the Purchase Price having already been paid by the Purchaser in full then by way of reimbursement at the time of executing the Deed of Transfer in favour of the Purchaser as hereinafter provided

d.    Notwithstanding anything contrary herein contained, it is hereby confirmed that the Purchaser has agreed to purchase from the Vendor /Developer and the Vendor / Developer has agreed to sell and transfer to the Purchaser the said Apartment Unit morefully described in the Second Schedule hereto along with the Reserved Car Park space The Purchaser agrees that the Vendor /Developer hereby assures the Purchaser that it has exercised reasonable and adequate care in setting out the measurements and boundaries of the said Apartment Unit. Any discrepancy in the measurements, boundaries or area given in the Building Plans and/or the Second Schedule hereto from that shown in the Condominium Plan when registered or with the actual built up floor area when measured shall not be a ground for the Purchaser to rescind this Agreement or the transaction envisaged hereunder but shall entitle the Purchaser to an adjustment of the Purchase Price in terms of clause 2 a. above if the variance exceeds 2%.                       
PART IV
TITLE
1.    Acceptance of Owners’ Title 
a).The Vendor assures the Purchaser that it has good title to the said Land and Premises morefully described in the First Schedule hereto and the right to sell and dispose of the apartment units erected or to be erected thereon of the said Land and Premises as envisaged hereunder.
 b). The Vendor has the liberty to Mortgage the said Property and if it is being Mortgage, within the period of this Agreement, the Vendor shall release the said Mortgage at the Execution of the Deed of Transfer
2.    Separate Condominium Title 
For the purpose of registration of all the apartment units in the said Apartment Complex under the Apartment Ownership Law as hereinafter provided, no objection shall be made by the Purchaser in relation to the registration of the Deed of Condominium Declaration and the Vendor /Developer shall execute a suitable Deed of Transfer favouring the Purchaser to transfer the said Apartment Unit, Reserved Car Park space and an undivided share of the Common Elements as aforesaid free of encumbrances unto the Purchaser upon the Purchaser complying with the terms covenants and conditions contained in this Agreement to be performed by and on the Part of the Purchaser. 
PART V
DEVELOPMENT AND CONSTRUCTION 

1.    Construction to comply with specifications - 
In the construction of the said Apartment Unit the Vendor/ Developer  undertakes to comply with the Building Specifications and the Design more particularly attached herewith as far as possible provided the Vendor/ Developer shall have the right to make such changes to or deviations from the Building Specifications and the Design as shall be required by any Local or Government Authority or as shall in the opinion of the Vendor / Developer or the Vendor/ Developer’s Architects be deemed expedient or necessary or more adequate for the perfect and safe construction of the said Apartment Complex. Such changes or deviations communicated to the Purchaser should be carried out with materials of the same or similar quality as per the original Building Specifications and the Purchaser shall not be liable for the costs of such changes or deviations nor shall he be entitled to any reduction in the Purchase Price or to claim any damages for such changes or deviations.  provided such changes and deviations does not adversely affect the market value of the Purchaser’s apartment.  

           2.  Air Conditioning out Door Units
Any out-door air conditioning unit shall be placed only at the place indicated by the    Vendor/Developer.
           3.   Construction of Driveways etc. –
a.    The Vendor/ Developer shall at its cost and expense cause to be constructed all such internal driveways,  drains, culverts, sewerage mains and water works for the Said Apartment Complex as may be required by any Local or Government Authority and to be laid all necessary internal water, electricity and sewerage mains and telephone service for the said Apartment Complex and the said Apartment Unit and cause the same to be connected to the outside supply lines and mains

4). In The event of Deletion of the said Apartment Unit from the Building Plan –
 In   the event of the said Apartment Unit being deleted from the Building Plans the Vendor and developer shall give to the purchaser notice in writing of such deletion of the said Apartment unit and may at its option, offer the Purchaser any available alternative Unit in the said Apartment Complex on such terms and conditions as may be mutually agreed between the parties hereto and if Agreement is not reached within 01 month of the giving of such notice then the Vendor and Developer shall refund to the Purchaser, at the end of 01 month from the date of such notice, the instalment payments already received from the Purchaser with interest thereon to be calculated  from day to day at the rate of Six per centum(6%) per annum from the respective dates of payment of the instalments and thereafter neither party shall have any claim in law or equity on any ground whatsoever against the other in that regard.

     5)    Estimated Time for Completion –
The estimated time by which the said Apartment Unit is expected to be completed is 30th September 2018. The said Apartment Unit shall be deemed and be treated as completed upon issuance of the Certificate of Conformity by the relevant authority certifying practical completion of the said Apartment Unit and that the necessary internal water, electricity and sewerage mains for the said Apartment Unit are connected.

a.    Notwithstanding anything contrary contained in this Agreement, if completion or the delivery of the vacant possession is delayed by a reason of any insurrection or civil disorder, riot, terrorism, war or military operations, national or local emergency, acts or omissions of Government or other authorities, change of laws and regulations of the Government or other authorities including customs laws, building code and tax regulations, industrial disputes of any kind, shortage of labour or material, acts of god including natural disaster, lightning, flood, inclement weather or fire, explosion or any other cause beyond the control of Vendor / Developer or any other cause whether similar or dissimilar or by reason of the Purchaser requiring the execution of any alteration or additions to the said Apartment Unit  then in any of such cases  a fair  and reasonable extension of time which shall not exceed a more than a period of  02 months from the date of estimated completion shall be allocated for the practical completion of the said Apartment Unit 

      6 .     Certificate of Conformity –
The Vendor / Developer shall at its cost and expense do all acts and things and comply with all requirements of any Local or Government Authority and procure the Certificate of Conformity in respect of the said Apartment Complex after the completion of the same and forthwith notify the Purchaser about the issuance of the Certificate of Conformity. The Vendor and Developer its workmen and agents shall be entitled at any time prior to the issue of the said Certificate of Conformity or other occupation license to enter upon the said Apartment Unit at all reasonable times of the day and make such alterations and /or additions to the said Apartment Unit as may be required by any local or Government Authority and the Purchaser, if in possession of the said Apartment Unit at the relevant time shall allow them access into the said Apartment Unit and permit them to carry out such alterations and n/or additions without any interruption or obstruction.

     7.    No alterations or installations without prior written consent – 
The Purchaser shall not carry out any internal or external alterations to the said Apartment Unit nor install any additional fixtures or fittings therein (except lights fittings which the Purchaser is entitled to install) except with the prior written consent of and specifications approved firstly by the Vendor/ Developer and/or the Management Corporation (as the case may be) and thereafter by the relevant Local Authority (if necessary) and any such alterations and installations shall only be undertaken by the Vendor/ Developer’s main contractor or nominated sub-contractor or by a contractor nominated by the Management Corporation (as the case may be) and at a cost to be agreed prior to the commencement of the same and such cost shall be borne and paid for by the Purchaser in full within fourteen (14) days of the estimate of costs being forwarded to the Purchaser. The Vendor / Developer specifically reserves the right to refuse permission to the Purchaser to proceed with any such alterations or installations which it deems unsuitable to the prestige of the said Apartment Complex and/or likely to incur a fire hazard or other risk to the said Apartment Complex and/or likely to create any hindrance in obtaining the Certificate of Conformity for the said Apartment Complex. 
                                                                PART VI
POSSESSION 
        1.     Date of Possession – 
On issue of the Certificate of Conformity of the said Apartment Unit and /or after the practical completion of the unit provided the Authorities have approved the occupation of the Unit by the issuance of a Certificate of Occupation  the Vendor shall notify in writing to the Purchaser that the construction of the said Apartment Unit has been completed and upon receiving the said notice the Purchaser may at his discretion (subject however to the rights of the Owner and the Vendor / Developer as owners for the time being of the said Apartment Unit) take over vacant possession of the said Apartment Unit (which said date shall hereinafter be referred to as the “Date of Possession”) PROVIDED however the Purchaser shall complete payment of the Purchase Price fully and complete all other payments required to be paid in terms of this Agreement and falls due at the time of taking over possession of the said Apartment Unit as aforesaid in order to be eligible to take over possession of the said Apartment Unit 

      2.    Date of Deemed Possession – 
The Purchaser shall be deemed to have taken possession of the said Apartment Unit at the expiration of fourteen (14) days from the date of the notice given by the Vendor/ Developer to the Purchaser in terms of Clause 1 of Part VI hereof, (the day immediately following the said fourteen (14) day period shall hereinafter be referred to as the “Date of Deemed Possession”) though taking over of actual possession of the said Apartment Unit is possible only after completion of payment of the Purchase Price fully and completion of all other payments required to be paid in terms of this Agreement and falls due at the time of taking over actual possession of the said Apartment Unit by the Purchaser 
                                 
PART VII
RATES TAXES LEVIES AND UTILITY BILLS

      1.    Liability to pay rates, taxes etc. –
The Purchaser shall from the Date of Possession (if applicable) or the Date of Deemed Possession be liable for the payment of and accordingly pay all (or pro-rata) rates taxes and other charges in respect of the said Apartment Unit and if the Purchaser shall fail to do so it shall be lawful but not obligatory for the Vendor/ Developer or the Management Corporation (as the case may be) to pay on the same on behalf of the Purchaser whereupon the Purchaser shall on demand reimburse the Developer or the Management Corporation (as the case may be) with the amounts so paid

      2.    Liability to pay charges for electricity water and gas. –
The Purchaser shall from the date of actual possession be liable for the payment of and accordingly pay all charges for the use of electricity, water  consumed and gas in or on the said Apartment Unit as metered by the Vendor / Developer and if the Purchaser shall fail to do so it shall be lawful but not obligatory for the Vendor / Developer or the Management Corporation (as the case may be) to pay the same on behalf of the Purchaser whereupon the Purchaser shall on demand reimburse the Vendor or the Management Corporation (as the case may be) with the amounts so paid .

      3.    Interest – 
If the Purchaser fails or neglects to reimburse the Vendor/ Developer or the Management Corporation (as the case may be) with the amounts paid by the Vendor on behalf of the Purchaser then and in such event the Purchaser shall be liable to an interest calculated at three per centum (3%) per month for the number of days in default until the Vendor/ Developer the Management Corporation (as the case may be) is fully reimbursed and/or it shall be lawful for the Vendor / Developer or the Management Corporation (as the case may be) to disconnect /detach the supply of the utilities to the said Apartment Unit until full settlement. 
PART VIII
MANAGEMENT AND MAINTENANCE 
       1.    Obligation to manage and maintain – 
a.    The maintenance of the Common Areas and Common Facilities of the said Apartment Complex and the management of the said Apartment Complex shall be the obligation of the Vendor/ Developer until the formation of the Management Corporation and thereafter the obligation of the Management Corporation and may be carried out through such manager (a body corporate, firms or person) as the Vendor/Developer or the Management Corporation (as the case may be) shall deem fit. The Purchaser hereby gives consent for the Vendor/ Developer to appoint such body corporate, firms or persons as the Vendor / Developer shall deem fit as the initial manager to attend to the day to day maintenance and management of the Common Areas and Common Facilities of the said Apartment Complex up to three (03) months from the date of creation of the Management Corporation. Any extension of such management thereafter shall be subject to a majority vote of the members of the Management Corporation. 

b.    The Vendor /Developer shall subsequent to the registration of the Condominium Plan and creation of the Management Corporation facilitate the transfer of administration of the Common Elements and Common Facilities from the Vendor/Developer to the Management Corporation with the co-operation of the Purchaser who shall do all such things as are required of an owner of a Condominium Parcel in terms of the Apartment Ownership Law

     2.     Management Rules and Regulations – 
a.    It shall be lawful for the Vendor/ Developer until the formation of the Management Corporation and thereafter for the Management Corporation to make additional rules and by-laws not inconsistent with the by-laws set out in the Second Schedule of the Apartment Ownership Law from time to time as circumstances may warrant for regulating the control management use and enjoyment of the said Apartment Units in the said Apartment Complex and the common elements and/or to revise replace amend or repeal the same and the same shall be observed and complied with by the Purchaser    
b.    The Management Corporation shall adopt all such rules introduced by the Vendor/Developer only if the same is approved and ratified by the majority vote of its members, which shall not be influenced by the Vendor/Developer in the interest of all unit owners. 

3.    Compliance by an occupier –
The Purchaser shall at all times comply with and cause his servants, agents, tenants, or invitees or any other person claiming through or under the Purchaser to comply with all such requirements as may be imposed on or required to be done by an occupier under any Ordinance or laws or Acts in force including the Apartment Ownership Law and any rules and regulations there under made and any rules and regulations including any code of conduct imposed for the proper management of the Apartment Complex by the Vendor/ Developer and/or the Management Corporation (as the case may be)  and shall indemnify and/or hold the Vendor and/or the Management Corporation (as the case may be)  harmless from and against all actions, claims, demands, losses, damages, costs and expenses which may be brought against or claimed from sustained or suffered or incurred by the Vendor/ Developer and/or the Management Corporation (as the case may be)  due to noncompliance with the provisions of this clause by the Purchaser
      4.    Management Expenses – 
a.    All costs and expenses to be incurred in respect of maintenance of the Common Areas and Common Facilities of the said Apartment Complex and the management of the said Apartment Complex (hereinafter called and referred to as the “Management Expenses”) up to the date of the Certificate of Practical Completion of the said Apartment Unit shall be borne by the Vendor/ Developer

b.    The Vendor / Developer shall prepare or cause to be prepared a budget for the Management Expenses to be incurred during the year and/or the part of the year commencing from the date of the certificate of practical completion and ending on the 31st day of March arriving immediately after the date of the certificate of practical completion and thereafter the Developer until formation of the Management Corporation the said Apartment Complex and then the Management Corporation the said Apartment Complex shall prepare or cause to be prepared a budget for the Management Expenses to be incurred during each financial year.

c.     Vendor/ Developer until formation of the Management Corporation the said Apartment Complex and then the Management Corporation shall be entitled to revise and/or amend the budget prepared for any financial year.

d.    For the purposes of this Clause each financial year shall be deemed to be commenced on the 1st day of April of each year

5.      Establishment of Management Fund, Contribution thereto and Withdrawal therefrom 

a.    A Management Fund shall be established to defray the Management Expenses 
b.    The Purchaser is liable to contribute to the Management Fund and shall pay his share of the Management Expenses from the date of the  certificate of practical completion

c.    Vendor/ Developer or the Management Corporation as the case may be shall determine the share of Management Expenses to be borne by the Purchaser based on the original/amended/revised budget and the floor area of the said Apartment Unit (as given in this Agreement until preparation of the Condominium Plan and thereafter as given in the said Condominium Plan) being the Service Charge payable by the Purchaser for each financial year and notify the Purchaser the amount so payable and time and manner such payments shall be made 

d.    All contributions made by the Purchaser under this Clause shall be credited to the Management Fund and the Vendor/Developer until formation of the Management Corporation and the moneys lying to the credit of the said account shall be transferred to the Management Corporation and the Management Corporation of the said condominium property shall be entitled to withdraw moneys from the Management Fund as and when required for the purpose of meeting the Management Expenses, subject to the transfer of a portion of unutilized excess to a Sinking Fund as approved by the members of the Management Corporation. 

6.   The rules and conditions applicable in relation to the aforesaid Management Expenses 

a.    The Purchaser shall deposit in the Management Fund a certain sum as will be informed to the Purchaser by the Vendor / Developer at the time of issuing the Notice of Completion to be applied as a security deposit for the payment of his share of the Management Expenses/Service Charge.

b.    The Purchaser shall be given not less than Fourteen (14) days for settlement of his share of the Management Expenses/Service Charge invoice from the date of such invoice. 

c.    If such invoice or any part thereof remains unpaid by the Purchaser at the expiration of the said Fourteen (14) day period the Vendor / Developer or the Management Corporation as the case may be shall be entitled to deduct such outstanding sum from the aforesaid security deposit. In the event the said security deposit is insufficient to cover the outstanding Service Charge or any part thereof interest on such outstanding Service Charge or any part thereof shall commence immediately thereafter and shall be cumulative. Interest payable by the Purchaser hereunder shall be calculated from day to day at the rate of Two per centum (2%) per month or at such other rate or rates to be charged by the Vendor/ Developer or the Management Corporation as the case may be with prior written notification of such revision being given to the Purchaser.

d.    Provided always that in the event of any payments above referred to being in arrears as aforesaid the Vendor / Developer or the Management Corporation as the case may be shall have the right at its sole discretion to discontinue the provision of the services and facilities for as long as any of the said payments remain in arrears and/or to deem the payments in arrears as a debt to the Vendor / Developer or the Management Corporation as the case may be which shall be transferred to the Management Corporation upon its formation as if such debt were of the Management Corporation and recoverable by the Management Corporation as empowered thereto under the Apartment Ownership Law which shall then be repayable upon recovery by the Management Corporation to the Vendor / Developer on demand.  The Purchaser hereby irrevocably agrees that such debts are deemed transferred to the Management Corporation as a debt due to the Management Corporation from the Purchaser.

7.    Establishment of Sinking, Contribution thereto and Withdrawal there from - 
a.    A Sinking Fund shall be established for the purposes of replacing any capital items in the said Apartment Complex and/or the Common Elements

b.    The Purchaser is liable to contribute to the Sinking Fund and shall pay his share of the Sinking Fund within three months from the date of the  certificate of practical completion

c.    Vendor/ Developer or the Management Corporation as the case may be shall determine the amount of the Sinking Fund to be maintained during each financial year and also the contribution to be made by the Purchaser in order to maintain such determined amount during the respective financial year and notify the Purchaser the amount so payable and time and manner such payments.  The contributions to be made by the Purchaser shall be calculated based on the floor area of the said Apartment Unit (as given in this Agreement until preparation of the Condominium Plan and thereafter as given in the said Condominium Plan). 

d.    All contributions made by the Purchaser under this Clause shall be credited to the Management Fund with a portion of the same credited to a Sinking Fund operated by the Vendor/Developer until formation of the Management Corporation and thereafter by the Management Corporation The Sinking Fund shall be established for the purpose of meeting the expenses incurred or to be incurred in replacing any capital items in the said Apartment Complex and/or the Common Elements distinctly remote from the defects liability on the Part of the Vendor/Developer and shall be withdrawn for such purposes subject to the limitations imposed by the Apartment Ownership (Amendment) Act No. 39 of 2003.

PART IX
INSURANCE
1.    The Vendor / Developer shall obtain a policy of insurance in respect of the said Apartment Complex against loss or damage by fire and against all such other risks as the Vendor / Developer may think fit to the full replacement value thereof with effect from the date of the issue of the Certificate of Practical Completion by the Vendor/ Developer s’ Consultant Architects up to the date of formation of the Management Corporation whereupon the Vendor/ Developer shall assign the benefit of the said policy of insurance to the Management Corporation. The cost of such insurance shall be deemed to be part of the Management Expenses.  The Purchaser shall not do nor permit or suffer to be done any act matter or thing upon the said Apartment Unit and/or upon the Common Elements of the said Apartment Complex whereby any insurance in respect thereof may be vitiated or rendered void or voidable or whereby the rate of premium on any insurance shall be liable to be increased.

2.    Without prejudice to the generality of the foregoing –    
a.    the Purchaser shall not (other than in the course of normal day to day usage of the Purchaser given the nature of the user of the said Unit as approved by the Vendor or the Management Corporation as the case may be) store chemicals inflammable liquids acetylene gas alcohol or volatile or explosive oil compounds or substances upon the said Unit and shall not use any such substance or fluids in and around the said Apartment Complex for any reason whatsoever; and


b.    the Purchaser shall comply with all insurance and/or safety regulations in respect of any partitions which may be erected by the Purchaser with the Vendor/ Developer’s or the Management Corporation’s prior written approval which  may  become necessary by reason of any non-compliance by the Purchaser of general safety requirements set out by the Vendor/ Developer or the Management Corporation in respect of the said Apartment Complex.


3.    In the event of failure by the Purchaser to comply with the above the Vendor / Developer or the Management Corporation as the case may be may at its discretion comply with the same and any cost incurred therefor shall become a debt to the Vendor/ Developer or the Management Corporation as aforesaid and recoverable from the Purchaser

PART X
LIMITATION OF VENDORS’ LIABILITY AND INDEMNITY

1.    Defects Liability Period–
The Vendor /Developer shall not be liable or responsible to the Purchaser for any damage defects shrinkage or other fault to the said Apartment Complex and the said Apartment Unit or for the disruption of any common amenities thereto save and except any such damage defects shrinkage or other faults in the structure of the said Apartment Unit which shall become apparent within a period of Ten  (10) years after the date of issue of the Certificate of Practical Completion by the Vendor/Developer’s Architects and which shall be due to defective workmanship or materials or non-conformity with the said original or changed Building Specifications and the same shall be made good by the Vendor /Developer at its own cost and expense. 
The Vendor shall further make good and repair at its own cost such defects in the fittings and appliances that have been included with the apartment that is apparent within a period of one (01) year from the date of issue of the Certificate of Practical Completion.
The Vendor/Developer shall not be liable under this Clause in respect of defects in materials which shall have been requested for and/or supplied and/or installed by the Purchaser and/or defects which shall have directly or indirectly been caused by such materials
2.    No liability for accidents etc –
a.    The Vendor / Developer shall not be liable either to the Purchaser or others who may be permitted to enter the said Apartment Complex or the said Apartment Unit for accidents, happenings or injuries sustained (fatal or otherwise) or for loss or damage to goods or chattels occurring in the said Apartment Complex or the said Apartment Unit or in any part thereof .

a.    Unless caused due to the negligence or misconduct of the Vendor /Developer, his contractors or agents, the said Vendor/Developer shall not be liable to the Purchaser nor shall the Purchaser have any claim against the Vendor /Developer for damages in respect of any interruption or failure in any of the services provided in the said Apartment Complex by reason of: -
i.    necessary repair or maintenance of any installation or apparatus;
ii.    destruction thereof by fire flood lightning riot or civil commotion Act of God force majeure or any other cause beyond the control of the Vendor/ Developer;
iii.    mechanical or other defect or leakage or breakdown of machinery or plant due to reasons beyond the control of the Vendor/ Developer;
iv.    failure in the supply of electricity and/or water due to reasons beyond the control of the Vendor/ Developer;
v.    leakage of water pipes;
vi.    a strike of workmen or a shortage of fuel materials water supply or labour; or
vii.    any act omission or negligence of any servant agent employee or invitee of the Vendor/ Developer in or about the performance of or purported performance of any duty relating to the provisions of the said services or any of them.
3.    Indemnity –
The Purchaser shall indemnify the Vendor / Developer and hold the Vendor/ Developer harmless from and against all actions, claims, demands, losses, damages, costs and expenses which may be brought against or claimed from sustained or suffered or incurred by the Vendor/ Developer in respect of and to the extent that they arise from:-
   
a.    the negligent use or misuse or abuse by the Purchaser or his servants, agents, tenants, or invitees or any other person claiming through or under the Purchaser of the water, gas, electricity, lighting and other services and facilities and appurtenances of the said Apartment Unit or the said Apartment Complex   
b.    overflow or leakage of water (including rain water) in or from the said Apartment Unit caused or contributed to by any act or omission on the part of the Purchaser or his aforewritten 
c.    loss, damage or injury from any cause whatsoever to property or person in or outside the said Apartment Unit  or the said Apartment Complex occasioned or contributed to by any act, omission, neglect, breach or default of the Purchaser or his aforewritten .

PART XI
CONDOMINIUM DECLARATION AND TRANSFER 
 
1.    Registration of Condominium Plan / Deed of Declaration  
a.    After the completion of the construction of the said Apartment Complex the Vendor / Developer shall at its own cost and expense obtain the approval for the subdivision of the said Building with separate Assessment Numbers for each unit of the said Building together with the Certificate of Conformity for the whole or such parts of the said Building from time to time corresponding to stages of completion thereof from the Appropriate Authorities as shall be required by law or regulation so as to render all units depicted in an appropriate Condominium Plan together with the Common Elements appurtenant thereto

b.    Upon obtaining the Certificate of Conformity the Vendor / Developer shall, at the cost and expense of the Developer, cause to be prepared and executed a suitable Condominium Plan of the Said Apartment Complex and a suitable Deed of Condominium Declaration under and in terms of the said Law and registered at the relevant Land Registry soon thereafter but any delay in the preparation, execution and registration of the Condominium Plan and the Deed of Declaration shall not be a ground for any delay or neglect or refusal on the part of the Purchaser to observe, perform and comply with any of the Purchaser’s obligations herein contained    

c.    The Vendor / Developer in terms of the Apartment Ownership Law shall execute and/or cause to be executed a suitable Deed of Condominium Declaration and to have the same registered at the relevant land registry.   Upon the registration of the Condominium Plan as contemplated above and establishing title to each unit of the said Apartment Complex the Vendor shall execute for the purpose of the separate disposal of the said Apartment Unit the Deed of Transfer contemplated by this Agreement

2.    Deed of Transfer – 
i Upon the due fulfillment of the terms of this Agreement by the Purchaser and the causing of the registration of the Condominium Plan and the Deed of Declaration described above the Vendor / Developer shall give notice to the Purchaser of not less than fourteen (14) days to complete the transaction. The Vendor and Developer shall and will thereupon at the cost and expense of the Purchaser cause the said Deed of Transfer, in favour of the Purchaser.

a.     Until the transfer of title to the said Apartment Unit to the Purchaser by the execution of a Deed of Transfer in favour of the Purchaser  the Purchaser shall not under any guise or pretext whatsoever do the following;

i.    sell transfer or assign or attempt to sell transfer or assign all or any of the rights duties or obligations under this Agreement and/or dispose of the said Apartment Unit or any part thereof or any interest therein without the prior written consent of the Vendor / Developer (which consent shall not be unreasonably withheld) provided that in granting such consent the Vendor/ Developer may impose such terms and conditions including but not limited to the execution by the new Purchaser transferee or assignee of a fresh agreement containing similar terms and conditions as herein provided.  Any sale transfer or assignment as aforesaid effected by the Purchaser without the consent of the Vendor / Developer shall be null and void. If such consent shall have been obtained the Purchaser shall pay to the Vendor/ Developer an administrative charge of a sum equal to a maximum of one per centum (1%) of the Purchase Price of the said Unit and the Purchaser shall in addition pay for all other costs and expenses of such transfer or assignment or deed including the Vendor/ Developer’s Legal charges. 

ii.    The Vendor/Developer shall not approve any sale, transfer or assignment   prior to the payment of 40% of the Purchase price, and any sale, transfer or assignment done without the approval shall be null and void. 
iii.    create any charge or encumbrance or any Agreement to create any charge or encumbrance or lodge any private caveat or other restrictive instrument against the said allotment of land morefully described in the First Schedule hereto or the said Apartment Complex or the said Apartment Unit whether the same shall be expressed to bind the whole of the said allotment of land or any particular interest therein.

3.    Stamp Duty etc on Deed of Transfer 
The stamp duty, legal fees VAT, NBT or any other sales taxes imposed by the government from time to time and all other costs incidental to the preparation, execution    and   registration of the Deed of Transfer and any other instrument to be executed shall be borne by the Purchaser, in addition to the Purchase Price.
4.     Purchasers’ Undertaking
 The Purchaser hereby undertakes to be bound by any By-Laws adopted by the Vendor/Developer or by the Management Corporation (as applicable) for the proper management, maintenance and administration of the condominium property and that in the event of any transfer of the said Apartment Unit by the Purchaser to a subsequent purchaser to enlighten the said new purchaser of the prevailing By-laws of the condominium property. 
 PART XII
DEFAULT AND TERMINATION
If either party shall be in default of any obligation hereunder the party not at default may give written notice to the party at default specifying such default and calling upon the party at default to remedy the default within such period of time as the notice may specify of not less than fifteen (15) days. If the party at default shall fail to remedy such default within the period specified the party not at default shall be entitled to treat this Agreement as having been repudiated by the party at default and in such event –


1.    if the party at default is the Vendor/ Developer -      
a.    the Purchaser shall have the right to enforce specific performance of this Agreement or
b.     the Vendor / Developer shall refund to the Purchaser within 14 days from the expiration of such period of time as the notice may specify all installment payments together with interest on the installment payments received at six per centum (6%) per annum from the respective dates of payment of the installments until payment in full.

2.    if the party at default is the Purchaser -
a.    the right of the Purchaser to make the purchase shall cease 
b.    the Vendor/ Developer, shall be entitled to sell, alienate or otherwise dispose of or deal with the said Apartment Unit  in any manner as the Vendor/ Developer may deem fit as if this Agreement had not been made and
c.    the monies previously paid by the Purchaser to the Vendor/ Developer shall be dealt with and disposed of as follow

i.    Firstly 10% of the Purchase Price shall be forfeited to the Vendor/ Developer.

ii.    Secondly interest paid for delayed payment of installments shall be forfeited to the Vendor/ Developer and the outstanding interest up to the date of the repudiation notice hereinbefore mentioned shall be defrayed to the Vendor/ Developer.

iii.    Thirdly all notarial charges legal and other costs and expenses incurred by the Vendor / Developer in connection with or incidental to this Agreement shall be defrayed from the said monies to the Vendor/ Developer provided however that professional charges exclusive of disbursements will not exceed two per centum (2%) of the Purchase Price.
iv.    the residue thereof if any after the deductions referred to above shall be refunded to the Purchaser free of interest within 14 days from the date of entering into a Sale and Purchase Agreement with a third party purchaser for the sale of the said Apartment Unit 
PART XIII
        MISCELLANEOUS                    
1.    Severability
If any of the provisions of this Agreement becomes invalid illegal or unenforceable in any respect under the law the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
    
2.    Force Majeure
    If either party hereto shall be rendered unable in spite of his best endeavours to carry out the whole or any part of his obligations under this Agreement for any reason beyond his control including but not limited to Acts of God acts of governmental authorities strikes war riot and any other causes of such nature then the performance of those obligations hereunder to the extent that such obligations are affected by such cause shall be excused during the continuance of any inability so caused but such inability shall as far as possible be remedied with all reasonable dispatch.

3.    Persons to be bound by Agreement
a.    Where more than One (1) natural or legal person is named as the Purchaser each of such persons are jointly and severally bound by this Agreement and the Vendor /Developer shall have the right to enforce the obligations herein contained jointly and or severally against the said persons named as the Purchaser.

b.    In the event of death of a person named as Purchaser as aforesaid where there are more than One (1) natural persons named as the Purchasers the survivor/s of them shall assume the status of such deceased Purchaser as if such survivor/s entered into this Agreement and the transfer of title to the survivor/s of them shall be sufficient discharge of the obligations herein contained  and  for  avoidance  of  doubt  the Vendor / Developer shall not be obliged to await obtaining of the probate or letters of administration or such other similar documentation or verification to discharge its obligations in terms of this Agreement to effect the Deed of Transfer contemplated herein or to enforce the obligations herein contained.
4.    Entire Agreement
This Agreement (together with the documents referred to herein) constitutes the entire agreement between the parties with respect to its subject matter (neither party having relied on any representation or warranty made by the other party which is not contained in this Agreement) and no variation of this Agreement shall be effective unless made in writing and signed by both parties.


5.    Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Sri Lanka and the parties hereto hereby submit to the exclusive jurisdiction of the Sri Lanka courts.

6.    Notice or demand -    
a.    Any notice request or demand required to be served by either party hereto on the other under the provisions of this Agreement shall always be in writing and shall be deemed to be sufficiently served –
i.    if it is given by the party or his/its Attorney-at-Law by registered post in a letter addressed to the party to be served at his/its Sri Lankan address hereinbefore mentioned or to such other address within Sri Lanka written notice of which has been given to the other party or to his/its Attorney-at-Law and it shall be deemed (whether it is actually delivered or not) to have been received at the time when such registered letter would in the ordinary course be delivered or

ii.    If it is dispatched by hand by the party or his/its Attorney-at-Law and received by the party to be served or to his/its Attorney-at-Law
b.    Any change of address by either party shall be forthwith communicated in writing to the other. 
c.    If the Purchaser is not residing in Sri Lanka he shall notify in writing to the  Vendor /Developer or the Management Corporation as the case may be of a Sri Lankan address along with the e-mail address where any such notice request or demand could be served to. 

7.    Rights and obligations to continue even after the purchase - 
Notwithstanding the conclusion of the purchase of the said Apartment Unit  all such terms and conditions herein as shall require observance and performance thereafter shall continue to remain in full force and effect as between the  parties and govern their respective rights and obligations