THIS SALE AND PURCHASE AGREEMENT is made this {{order_create_date}}

BETWEEN

MANASSEH TERRACE LIMITED a limited liability company incorporated under the laws of the Republic of Ghana of No. 22 Dr Isert Road, North Ridge, Accra in the Greater-Accra Region of the Republic of Ghana (hereinafter called the “Vendor” which expression shall where the context so admits or requires include its successors in title, assigns and duly authorized officers) of the one part;

AND

JOSPONG GROUP OF COMPANIES of No.77 Osu Badu Street, Airport West, Accra (hereinafter called the “Purchaser” which expression shall where the context so admits or requires include his successors in title and assigns) of the other part.

WHEREAS:

A. By an Assignment dated May 28, 2023 made between Mrs. Akosua Ofobea Agyei and three others (therein called the “Assignors”) of the one part and the Vendor of the other part, the Assignors assigned the whole of their title, interest and rights in the unexpired residue of all that piece or parcel of land containing an approximate area of 0.573 acre situate at North Ridge East Residential Area as depicted in the plan attached as Schedule 1 hereto (hereinafter called the “Land”) subject to the payment of rent, if applicable, and observance of the covenants, conditions and stipulations therein contained.

B. The Vendor has developed the Land into a Residence known as Beaufort Ridge and is currently selling apartments in the Residence to interested buyers, together with shared use of the Common Areas.

C. The Vendor has offered to sell and the Purchaser has agreed to purchase a leasehold interest in the Property which forms part of the Residence described in B above, on the terms and subject to the conditions set forth in this Agreement.

NOW IT IS AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

 1.1  In this Agreement the following expressions shall where the context so admits have the following meanings:

“Agreement” means this Sale and Purchase Agreement, including all the Schedules hereto;

“Association” means the residents’ association described in Clause 4.1 of this Agreement.

“Association Fund” means an interest bearing bank account which shall be established in the name of the Association to serve as a fund which shall be used to repair, maintain and insure the Residence, excluding the interior of the Property, on behalf of all of the homeowners in accordance with the Constitution and the Bylaws and as directed by them via the Association;

“Bylaws” means the homeowners association’s bylaws attached hereto as Schedule 6 and made to regulate, guide and direct the relationship between, and affairs of the Purchaser, the other owners, the Association and the Management Company in relation to the Residence and/or the Property;

“Land Title Certificate” means the certificate issued by the Land Title Registry to the Purchaser on completion of the assignment of the leasehold interest in the Property to the Purchaser and shall be considered a “Valid Land Title Certificate” for as long as the Purchaser is the beneficial owner of the leasehold interest in the Property;

“Common Areas” means those parts of the Residence whether or not situated within the structure of the buildings to be used in common by the Purchaser, other occupiers of the Residence and those properly authorized or permitted to do so or by any of them, and includes, without limitation, the atrium and entrance hall, corridors, lobbies, staircases, lavatories, access ways, passages, courtyards, external pervious, car park ramp, parking area, gardens, swimming pool, service areas and other such amenities, but excludes any such parts as may be within the Property;

“Conducting Media” means drains, sewers, conduits, flues, gutters, gullies, channels, ducts, shafts, watercourses, pipes, cables, wires and electricity mains or any of them;

“Constitution” means the constitution of the Association made to govern and regulate the Association attached hereto as Schedule 5.

“Deed of Assignment” means a deed of assignment in respect of the Vendor’s leasehold interest in the Property.

“Exchange Rate” means, in respect of any specified date, the rate at which Stanbic Bank Ghana Limited is willing to pay US dollars to the Vendor in exchange for Ghana Cedis as quoted by the bank to the Vendor on such date;

“Management Company” means initially the Vendor or a facilities management company appointed by the Vendor and, upon issue of a Certificate of Interest to at least 50% (fifty percent) of the purchasers of leasehold interests in properties that form part of the Residence, a facilities management company appointed by the Association to run, manage and oversee the Residence;

“Outgoings” means all general rates, water rates and electricity charges and all existing and future rates, taxes, charges, assessments, impositions and outgoings whatsoever (whether parliamentary municipal parochial or otherwise) which are now or may at any time in the future be payable charged or assessed on property or the owner or occupier of property but excluding any value added tax or any non-property related taxes payable in connection with the Residence;

“Property” means the individual residential unit forming a part of the Residence more fully described in Schedule 2 hereto;

“Residence” means the buildings erected on the Land together with all their fixtures, fittings, rights, easements, appurtenances and the Common Areas; and

“VAT” means Value Added Tax plus the National Health Insurance Levy that is charged on taxable supplies of goods and services by a taxable person in the course of doing business in Ghana, pursuant to the Vat Act, 2013 (Act 870) or any amendment to this Act.

1.2   In this Agreement, unless the context otherwise requires:-

1.2.1    a reference to this Agreement includes Schedules and all other annexure;

1.2.2    words denoting the singular shall be construed as denoting the Plural and vice versa;

1.2.3    any gender includes a reference to the other genders; and

1.2.4    references to “Party” means a party to this Agreement and “Parties” shall be construed accordingly.

1.3      Clause headings in this Agreement are included for convenience only and do not affect the interpretation of this Agreement.

2 SALE

2.1 The Vendor agrees to sell and the Purchaser agrees to purchase a leasehold interest in the Property described in Schedule 2 hereto, together with all fixtures, fittings, rights, easements and appurtenances thereto and together with a right to use the Common Areas, subject to the terms and conditions herein contained, inclusive of the Schedules hereto.

2.2 The sale shall be effected by way of an assignment to the Purchaser of the Vendor’s leasehold interest in the Property on the terms of the Deed of Assignment set out in Schedule 4 hereto.

2.3 The consideration for the sale of the leasehold interest in the Property by the Vendor to the Purchaser is US$ 248,000.00 (two hundred and forty-eight thousand United States Dollars) (the “Purchase Price”).

2.4 The Purchaser shall pay the Purchase Price to the Vendor by way of the following instalments:-

2.4.1 12 monthly equal payment of US$ 20,667.00 commencing 30^th January,2021

2.5. The Purchaser shall also pay an administrative fee of US$2,500 which has been added to the total Purchase Price.

2.6 Within 10 days of execution of this Agreement, the Purchaser shall pay 1% (one percent) of the Purchase Price to the Association Fund which amount shall be reserved and applied by the Association in accordance with the Constitution and the Bylaws on behalf of all of the members.

2.7 The Purchaser shall make all payments in clauses 2.4 and 2.5 above by electronic transfer into the following bank account (or such other account as may be notified in writing by the Vendor prior to the date of any payment). Any payment under this Agreement that is made by the Purchaser in Ghana Cedis shall be converted to US Dollars at the Exchange Rate prevailing on the date of such payment:

2.8       Any late payments will incur a charge of $100 per day as forgone rent.

2.9       The Parties hereby agree that each Party shall bear its own costs of perfecting the full transfer of the leasehold interest in the Property, including without limitation, payment of stamp duty, registration of the Deed of Assignment at the Land Title registry and any legal costs associated with the registration.

2.10     If any new tax or VAT is levied on the sale of the leasehold interest in the Property or if any change is made to the rate of VAT that is applied to the sale of the leasehold interest in the Property or, if there is any other change to the general scope of the VAT charge that directly results in a change to the Vendor’s net costs in relation to the development of the Property, the Purchase Price shall be adjusted so as to put the Vendor in the same position it would have been in prior to such change or new tax being levied.

3. ASSIGNMENT

3.1 This Agreement does not operate as a document evidencing transfer of title to the Property. The Vendor shall, within six (6) months after the date of the Purchaser’s payment of the Purchase Price and all taxes applicable, and service charges, all administrative fees, the 1% payment to be paid into the Association Fund (“Full Price”) execute and deliver to the Purchaser four originals of a Deed of Assignment in respect of the Property, substantially in the form set out in Schedule 4.

3.2 Together with the Deed of Assignment, the Vendor shall deliver to the Purchaser or his solicitors:-

3.2.1 evidence of payment of ground rent up to and including the date of execution of the Deed of Assignment;

3.2.2 evidence of payment of all amounts due to the Association up to and including the date of execution of the Deed of Assignment;

3.2.3 a copy of the stamped and registered head lease and other relevant title documents in relation to the Land; and

3.2.4 evidence of all consents, approvals and permissions from the Lands Commission relevant to and necessary for the assignment of the Vendor’s interest in the Property to the Purchaser within six (6) months after the Deed of Assignment has been executed by both Parties.

3.3 Until such time as the Purchaser has paid the entire Purchase Price and any other amounts owing under this Agreement and to the Association, the Purchaser shall not sell, assign, sublet, transfer, mortgage or in any other way part with possession of, or any right in the Property or part of the Property without the prior written consent of the Vendor.

3.4 Notwithstanding clause 3.3, if a third party ("Tenant") wishes to rent the Property from the Vendor prior to assignment of the Property to the Purchaser, and if both the Purchaser and the Vendor agree to such tenancy (each in their absolute discretion), the Vendor and the Tenant shall enter into a tenancy agreement on terms to be agreed by the Purchaser, the Vendor and the Tenant and any net rental income received by the Vendor shall be applied towards payment of the Purchase Price on behalf of the Purchaser under this Agreement.

3.5 Subject to the provisions of clause 3.3 and in the event that the Purchaser wishes to assign the leasehold interest acquired in terms of this Agreement to a new purchaser, or to grant a sublease in respect of such interest or to create any other form of tenancy or right of occupation of the Property, no such assignment, sublease, tenancy or right of occupation shall be permitted unless the new purchaser, sublessee, tenant or occupier agrees to be bound by the terms and conditions of the Constitution and the Bylaws prevailing at the time of the transaction, which Constitution and Bylaws shall be schedules to and form an integral part of the terms and conditions of any sale and purchase, sublease, assignment or tenancy agreement.

3.6 Any costs in the documentation and registration process relating to a change in the name of the Purchaser from the one reflected on this Agreement shall be fully borne by the Purchaser.

 4. RESIDENTS ASSOCIATION AND MANAGEMENT OF THE RESIDENCE

4.1 The Vendor shall establish the Association as a non-profit making entity. The Purchaser shall, alongside the other homeowners within the Residence, and provided all amounts payable under this agreement have been paid to the Vendor, become a member of the Association upon the Purchaser’s payment of Full Price for as long as he hold a valid Land Title Certificate. The Association shall be governed by the Constitution, attached as Schedule 5, which shall regulate the affairs of the Association.

4.2 The Association shall be entitled to appoint a Management Company to manage the Residence in accordance with the Bylaws attached as Schedule 6, on terms to be agreed between the Association and the Management Company at the time of appointment.

4.3 With effect from the execution of this Agreement, the Purchaser, together with each of the other purchasers of a leasehold interest in any property forming part of the Residence, shall pay a levy every 6 months in advance (the “Levy”) the amount of which shall be determined by the Association for the purpose of covering all the running and administration costs of the Residence, including but not limited to general maintenance, suitable security, insurance against liability for injuries or other harm caused to persons using the Common Areas, swimming pool maintenance, backup electricity and water provision and horticulture and fumigation services.

4.4 The Levy, referred to in clause 4.3, shall be determined by the Association at the beginning of each financial year with reference to inflation and the anticipated costs that are likely to be incurred during the year and shall be allocated to each of the units and paid by each of the homeowners in the following proportions in respect of the leasehold interest in each unit owned by such homeowner:-

4.4.1    each Bachelor or 1-Bed Unit, 1.21% of the Levy;

4.4.2    each 2-bed Balcony Unit and Terraced Unit, 1.59% of the Levy;

4.4.3    each 3-Bed Balcony Unit, 2.11% of the Levy;

4.4.4    each 3-Bed Terrace Unit, 2.23% of the Levy; and

4.4.5    each Penthouse Unit, 2.62% of the Levy.

4.5 The Association or the Management Company shall prepare annual financial statements detailing all revenue and expenditure relating to the Residence for review by the Association. Any surplus cashflow arising from the Levy shall be invested in the Association Fund under the control of the Association for the future maintenance of the Residence. Any cashflow shortfall shall be met by additional charges levied on each of the homeowners in proportion to the base Levy.

5. STANDARD CONDITIONS OF SALE

 5.1 Delivery of Possession

5.1.1    The Vendor shall give the Purchaser possession of the Property within 5 business days of payment of the first instalment. The date stipulated for delivery of possession is estimation only but the Vendor shall use its reasonable efforts to effect delivery by such date.

5.1.2   The Purchaser shall take possession of the Property within 10 (ten) days of being notified in writing by the Vendor failing which possession shall be deemed to have been effected on the 10^th (tenth) day of the Purchaser having received notice from the Vendor and the Vendor shall have the right to claim all charges and expenses occasioned by the default to take possession within the specified time aforesaid.

5.2       Warranties and Liabilities

5.2.1    The Vendor warrants that the Property will generally correspond with the description contained in this Agreement at the time of delivery. The Vendor shall pass on any manufacturer or supplier warranties that relate to the Property to the Purchaser.

5.2.2    Except with respect to the warranty in clause 5.2.1 above, the Purchaser agrees that the Vendor shall not be liable for any other claim of loss or damages relating to the Property or the Residence including but not limited to any claim in respect of any defect in the Property or the Common Areas arising from:-

a. any design, drawing or specifications supplied by Purchaser;

b. fair wear and tear;

c. wilful damage, negligence, misuse, alteration or repair to the Property by the Purchaser or any third party; o

d. any act of God, acts of a public enemy, declared or undeclared war, threat of war, terrorist acts, blockade, revolution, riot, insurrection, civil commotion, or public demonstration.

5.2.3.  The Purchaser also agrees that the Vendor shall not be liable for any accidents and injuries or other harm caused to persons using the Common Areas, including but not limited to the gymnasium and the swimming pool.

5.2.4    Any claim by the Purchaser with regard to the above warranty in clause 5.2.1 shall be notified in writing to the Vendor within the relevant period of the warranty, failing which the warranty shall lapse and be of no further force or effect.

5.2.5    In this Agreement, Event of Force Majeure means any event or circumstance which is beyond the control of any Party and which results in, or causes the failure of that Party to perform any of its obligations under this Agreement, due to any: acts of God which, or the results of which, could not have been prevented by reasonable care, acts of a public enemy, declared or undeclared war, threat of war, terrorist acts, blockade, revolution, riot, insurrection, civil commotion, or public demonstration.

5.2.6    Notwithstanding any other provision of this Agreement, none of the Parties will be considered in breach of this Agreement or liable for default and/or delays due to any Event of Force Majeure.

5.2.7    The Party prevented from carrying out its obligations hereunder as a result of an Event of Force Majeure (the “Affected Party”) shall give notice to the other Party of the Event of Force Majeure upon it being foreseen by, or becoming known to, the Affected Party.

5.2.8    In any and all events, the Affected Party shall undertake all appropriate, necessary and reasonable measures and/or actions to cure the impact of any Event of Force Majeure so that it can perform its obligations under this Agreement, failing which the Parties undertake to negotiate in good faith a possible amendment to the present Agreement to be adopted in light of the Event of Force Majeure.

5.3       Undertakings by the Purchaser

5.3.1    The Purchaser undertakes to make all payments in respect of:-

a. stamp duty on the Property;

b. all future rates, taxes and assessments as pertains to the Property including but not limited to property rates and a proportionate part of the ground rent payable on the Residence as assessed by the Lands Commission; and

c. all Outgoings and charges on the Conducting Media in respect of the Property.

5.3.2    The Purchaser hereby undertakes to comply with all of the provisions of the Constitution of the Association attached, and with all of the provisions of the Bylaws attached, and with any amendments to the Constitution or the Bylaws which may be adopted by the Association from time to time and to procure that any person obtaining title to the Property through him by way of an assignment, tenancy or in any other manner, shall comply with all of the provisions.

6. DEFAULT IN PAYMENT AND TERMINATION

6.1 If the Purchaser fails to make payment of any amount stipulated in clause 2.4 on the date such payment is due or, if the Purchaser is in breach of any other term or condition of this Agreement and fails to remedy such breach within 20 (twenty) days of having received written notice from the Vendor, the Vendor may elect, at its sole discretion and without any further notice to the Purchaser, immediately to cancel the sale to the Purchaser of the leasehold interest in the Property in terms of this Agreement, subject to the Vendor’s right to claim damages.

6.2 In the event where the Purchaser pays the Commitment fee, but fails to pay any three of the other payments along with the accrued service charges, and the failure of the Purchaser to make the payment is not due to unsatisfactory due diligence report, the Vendor shall have the right to re-enter the Property, cancel the sale to the Purchaser and the Purchaser shall forfeit all payments made until the date of re-entry. 

6.3 In the event that the sale is cancelled by the Vendor pursuant to clause 6.1 above, the Vendor shall be entitled to retain all amounts paid by the Purchaser in respect of the Purchase Price as security for the Vendor’s claim for damages, pending the final determination of the amount of such claim, whereupon the Vendor shall be entitled to set off its claim against the amount so retained. In the event of the amount so retained being less than the amount of the Vendor’s claim, the Vendor shall be entitled to recover the balance from the Purchaser. In the event of the amount so retained exceeding the amount of the Vendor’s claim, the Vendor shall refund to the Purchaser the excess amount.

6.4 It is recorded and agreed that the Vendor’s claim for damages contemplated in clause 6.3 shall include an agreed amount equivalent to thirty percent (10%) of the Full Price which the Purchaser agrees is a fair and appropriate amount to compensate the Vendor for its administration costs and related expenses in connection with the negotiation and conclusion of this Agreement and the remarketing of the Property.

6.5 It is understood and agreed that should the Purchaser default in fulfilling its obligation under clause 3.1, the Purchaser shall be entitled to a refund of all monies paid to the Vendor as well as interest on the said amount at the prevailing Bank rate and claim damages against the Vendor.

7. ENTIRE AGREEMENT, AMENDMENT AND WAIVER

7.1 This Agreement including its Schedules embodies and sets forth the entire agreement and understanding of the Parties in relation to the sale and purchase of the Property and supersedes all prior oral or written agreements, representations, understandings or arrangements between the Parties in relation to such subject matter.

7.2 The Vendor’s employees and agents are not authorized to make any representation concerning the Property and the Purchaser acknowledges that it does not rely on and waives any claim for breach of any such representations which are not contained in this Agreement or confirmed in writing by an authorized representative of the Vendor after the date of this Agreement

7.3 Any amendment, variation or modification of any provision of this Agreement shall be effective only if in writing and signed by both Parties or their duly authorized representatives.

7.3 No failure or delay on the part of any Party hereto to exercise any right or remedy under this Agreement shall be construed or operated as a waiver thereof, nor shall any single or partial exercise of any right or remedy as the case may be. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by the law.

8. GENERAL

8.1 The Vendor shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under this Agreement through any other company which at the relevant time is its holding company or subsidiary or the subsidiary of any such holding company and any act or omission of any such company shall for the purposes of this Agreement be deemed to be the act or omission of the Vendor.

8.2 The Vendor shall be entitled to carry out its obligations under this Agreement through any agents or sub-contractors appointed by it in its absolute discretion for that purpose.

8.3 Except as provided in clauses 8.1 and 8.2, this Agreement is personal to the Parties, and neither of them may, without the written consent of the other, assign, mortgage, charge or dispose of any of its rights hereunder, or subcontract or otherwise delegate any of its obligations under this Agreement.

8.4 Each Party acknowledges that this Agreement has not been entered into either wholly or partially in reliance on any statement, promise, representation or warranty made or given by or on behalf of the other Party except as expressly provided in this Agreement, and accordingly all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.

8.5 Nothing in this Agreement and no action taken by the Parties pursuant to this agreement shall constitute or be deemed to constitute a partnership, association, joint venture or other co-operative entity between the Parties and neither Party shall have any authority to bind the other in any way except under the terms of this agreement.

8.6 If any clause or part of this Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this agreement and will be ineffective without, as far as is possible, modifying any other clause or part of this Agreement and this will not affect any other provisions of this Agreement which will remain in full force and effect.

8.7 This Agreement may be executed and delivered in any number of counterparts, each of which so executed will be an original, but together will constitute one and the same instrument. If this Agreement is executed in counterpart, it shall not be effective unless each Party has executed at least one counterpart.

9. NOTICES AND SERVICE

9.1 All notices which are required to be given under this agreement shall be in writing and shall be sent to the listed address alongside each Party above or to such other address in the Republic of Ghana as any Party may designate to the other Party by notice given in accordance with the provisions of this clause.

9.2 Any such notice may be delivered personally or by first class prepaid letter and shall be deemed to have been served i) if by delivery, when delivered and ii) if by first class post, 48 hours after posting.

10. GOVERNING LAW

            The formation, existence, construction, performance, validity and all aspects whatsoever of this Agreement or of any term of this Agreement are governed by the laws of the Republic of Ghana.

11        JURISDICTION

The Parties irrevocably agree to submit to the non-exclusive jurisdiction of the courts of Ghana to determine any disputes, which may arise out of or in connection with this Agreement. All disputes in terms of this Agreement shall be adjudicated upon in English.

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Document name: Sales Contract

Unique Document ID: 36b916ce5e34ca84544ac1863daead56bc72b2fb

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Timestamp	Audit
August 23, 2022 2:36 pm BST	Sales Contract Uploaded by Marilyn Mensah - info@jacobwest.com IP 87.81.117.102

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