19.1.2007
DATED...7 March 2007
PORTEC RAIL PRODUCTS (UK) LIMITED
-to-
EIFION XXXXX XXXXXX TRADING AS GHA COACHES
AGREEMENT
-relating to-
Land and buildings at Xxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx XX00 0XX
XXXXXX XXXXXX & PARTNERS
Solicitors
00 Xxxxxxxxx Xxxx
Xxxxxxx LL111BU
DX 26663
REF: PJB.EMR.PORTEC.68358
2
THIS AGREEMENT is made the 7 day of March 2007
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BETWEEN:-
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PORTEC RAIL PRODUCTS (UK) LIMITED (Company Number 3939427) whose registered
office is situate at Xxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx XX00 0XX
(hereinafter called "the Seller") of the one part and
EIFION XXXXX XXXXXX TRADING AS GHA COACHES of Xxxx Xxxxxxx, Xxxxxx Xxxxxxx Xxxx,
Xxxxxx, Xxxxxxxxxxxx XX00 0XX (hereinafter called "the Buyer") of the other
part.
1. In this Agreement the following terms shall have the following meanings:-
TERMS DEFINITION
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"Conditions of Sale" The Standard Conditions of Sale
(Fourth Edition) and references to
any condition by its number is a
reference to the relevant condition
in the Conditions of sale.
"Property" The property registered at HM Land
Registry under Title Number WA918541
and where the context so permits or
requires any part of it.
"Rate of Interest" An annual rate equal to 4% plus the
base rate from time to time in force
of Barclays Bank Plc.
"Title Documents" Register Entries and Filed Plan
relating to Title Number WA918541
issued 18th December 2006.
2. The Seller agrees to sell and the Buyer to buy the Property for an estate
in fee simple in possession for 1,025,000 British pound sterling ("the
Price") plus VAT upon the terms set out in this Agreement.
3. The Seller acknowledges that a deposit of 120,437 British pound sterling
has been paid to the Solicitors by the Buyer and where the deposit paid is
less than 10% of the price the balance of 10% of the Price and VAT thereon
shall at all times remain due to the Seller and payable by the Buyer upon
demand and this Condition shall (in the absence of default by the Seller
giving rise to rescission by the Buyer) apply whether this Agreement is
rescinded or not.
4. The Property is registered with absolute freehold under Title Number
WA918541 at the District Land Registry For Wales.
5. The Sellers sells with full title guarantee.
6. The purchase shall be completed on the 29th day of March 2007 at the
Offices of the Sellers Solicitors Xxxxxx Xxxxxx & Partners of 00 Xxxxxxxxx
Xxxx, Xxxxxxx, XX00 0XX.
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7. The Conditions of sale are incorporated in this Agreement insofar as not
varied by this Agreement and where there is any conflict between them this
Agreement shall prevail.
8. The Buyer having been provided with Title Documents shall not be entitled
to make any enquiry and/or raise any requisition in respect thereof save
for any revealed in the buyers pre-completion searches at HM Land Registry.
9. Notwithstanding the title guarantee Section 2(1)(b) of the Law of Property
(Miscellaneous Provisions) Act 1994 ("the Act") shall be deemed to be
amended by deleting the words "at his own cost" and substituting the words
"at the cost of the Buyer".
10. For the purpose of Section 6(2)(a) of the Act all matters now recorded in
registers open to public inspection are to be deemed within the actual or
constructive knowledge of the Buyer.
11. In addition to the matters mentioned in Condition 3 of the Conditions of
Sale, the property is sold subject to: -
11.1 The matters contained, mentioned or referred in the Registers to Title
WA918541.
11.2 Any costs, proceedings, charges, claims, demands and liability in respect
of all and any contamination of the Property or any part or parts thereof.
11.3 All matters within the actual knowledge of the Buyer.
11.4 Anything registered or capable of being registered in registers open to
public inspection.
11.5 All actual or reputed rights of way, water, light, drainage, other
easements or quasi-easements rights or privileges affecting the same
whether apparent or latent but without liability on the part of the Seller
to define the same.
12. The property is sold with vacant possession on completion.
13. The Buyer admits that:
13.1 The Buyer has inspected the Property and purchases it with full knowledge
of its actual state and condition and shall take the Property as it stands.
13.2 The Buyer enters into this Agreement solely as a result of his own
inspection and the basis of the terms of this Agreement and not in reliance
upon any representation or warranty whether written or oral or implied made
by or on behalf of the Seller.
13.3 As regards replies given by the Seller or the Seller's Solicitors to
property information forms and all pre-contractual enquiries raised by the
Buyer or his Solicitors the Buyer hereby agrees and accepts that following
the case of Xxxxxxxx Xxxxxxx -v- Cambridgeshire County Council whilst any
of these replies are given good faith it is not to be implied that the
Seller or the Seller's Solicitors have carried out investigations or made
enquiries before giving any reply. The Buyer shall not seek to claim
reliance based upon such or any implied investigation or enquiry and will
be deemed to have checked any replies by inspection professional survey or
other expert's report, searches and enquiries and enquiries of appropriate
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authorities and inspection of documents supplied, as no representation or
warranty on the part of the Seller is intended.
14. If due to the default of the Buyer completion does not take place on the
date fixed for completion the Buyer shall pay the Seller's Solicitors'
costs of 100.00 British pound sterling plus VAT for preparing and serving
notice to complete under Standard Condition 6.8 and for calculating
interest and revising the Completion Statement. This clause shall not
affect any other right that the Seller may have.
15. For the purposes of the Contract (Rights of Third Parties) Xxx 0000 it is
agreed that nothing in this Agreement shall confer on any third party any
right to enforce or any benefit of any term of this Agreement.
16. If this Agreement is not completed by 30th March 2007, the Seller shall be
entitled to cancel this Agreement by giving to the Buyer or the Buyer's
Solicitors Xxxxx Xxxxx & Co of 00 Xxxxxxx Xxxxxx, Xxxxxxx XX00 0XX written
notice of termination (which may be given on 30th March 2007 or on any date
thereafter) provided always that the Buyer shall be at liberty to complete
this Agreement within the said seven days period.
17. The Seller shall charge VAT on the Price. The Seller shall issue the Buyer
with a VAT invoice and the Buyer shall pay the same in full on Completion
or on the date of issue of the VAT invoice if later.
18. This Agreement contains the entire agreement between the parties.
SIGNED by the Buyer ....../s/ E L Davies ....................................
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WARNING - This is a formal document designed to create legal rights and
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obligations. Take advice before using it.
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