MODEL OF THE AGREEMENT FOR SALE AT THE SPRING VALLEY

THIS AGREEMENT made this the ______ day of ____________, Two Thousand and Four BETWEEN SPRING VALLEY DEVELOPERS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at No. 5/1A, Upper Wood Street, Kolkata – 700017, hereinafter referred to as the “PROJECT COORDINATOR” and/or “DEVELOPER” and/or “SELLER” (which expression shall unless excluded by or repugnant to the subject or context be deemed to mean and include its successors, successors in interest, assigns, agents and nominees) of the FIRST PART AND MR. / MS. / MRS. ________ ________ ________ son /daughter / wife of ________ ________ ________ residing at ________ ________ ________ ________ ________ ________ hereinafter referred to as the PURCHASER (which expression shall unless excluded by or repugnant to the subject or context be deemed to mean and include his / her heirs, successors, representatives, administrators, executors, assigns, agents and nominees) of the OTHER PART.

WHEREAS:

The Project Coordinator has formulated a Scheme for development and construction of a Villa Complex comprising of a number of land units which are to be carved out of the larger area of land (which is herein below mentioned) and whereon respective residential Dwelling Units are to be constructed and the project is to have all other necessary infra structural facilities and for the purpose of conferring the right of ownership in respect of such Units in favour of the Buyers thereof. The said Scheme is hereinafter referred to as “The Scheme”. The said Villa Project has been named as the “SPRING VALLEY”.
The origin and background of the said project has been outlined and described in The Scheme which deals with the structure, framing, detailed terms and conditions, rules and regulations, obligations, stipulations and rights of Owners, Sellers, Buyers and the various persons who would be acquiring Units in the Buildings to be constructed on the Land comprised in the said project and the terms, conditions, covenants and obligations on the basis whereof the Units/Buildings can be built owned and possessed.
The Scheme consists of all the terms and conditions, rules and regulations, obligations, stipulations and rights of the parties. It is deemed that the parties entering into the Agreement for Sale have followed and understood the contents of The Scheme and they would be bound by the same.
The aforesaid larger area of land is or shall be approximately an area of about 89 Acres more or less lying situate and within Mouza Kalikapur, District North 24 Pargannas. The said larger area of land fully described and the Owners whose names and other particulars are mentioned in the First Schedule hereunder written is the larger area of land and the Owners named therein are the absolute owners of their respective plots of land which have been negotiated for, finalized and agreed to be included and comprised in the said project, (hereinafter referred to as the Project Land and the Owners respectively).
The Owners have agreed to amalgamate their respective Plots of Land into one composite piece of Land as described in the First Schedule hereto. The Owners have entered into agreements with the Seller for the complete development and construction of the said project on a principle to principle basis and for the sake of convenience have in terms of the said development agreement appointed the Seller as the Project Coordinator / Developer / Seller for construction of the said Complex.
The said agreements have been entered into strictly for development and construction of the said project on principle to principle to basis having reciprocal arrangements for grant transfer and assignment of the land by the owners in favour of the buyers of the various land units and the said arrangements are not intended to or shall be treated in any way assignment of work of construction by the Owners to the Developer or in any way a works contract.
The terms and conditions on which the Seller has been appointed as the Seller / Project Coordinator / Developer for the Housing Project have been recorded in the Agreements in terms whereof the Seller is entitled to sell the land units and to make construction of the dwelling units and to receive considerations, costs and charges from the buyers.
By General Powers of Attorney granted by the Owners they have irrevocably appointed the Seller as their Constituted Attorney and have thereby authorised the Seller to do all acts, deeds, matters and things in connection with the Development of the said larger area of Land and for construction therein and permitted the Seller to sell the undivided interest in the Land.
The coordinator prepared a layout plan for the proposed project and submitted the same to the local gram panchayat which has on or about the ______________ 2004 been sanctioned. The Developer shall, if so required, be entitled to apply for and take all steps for any revision or modification or alteration into or of the said sanctioned plan.
The owners and/or title holders of the adjoining and contiguous plots who have agreed to and/or would amalgamate and/or allow to be amalgamated their plots also as part of the larger area of Land and to comprise the same in the SPRING VALLEY and who also shall enter into similar Development Agreement(s) and grant similar Powers and execute Powers of Attorney and the Seller shall take similar steps in relation to the added area and the several terms, conditions, specified herein and The Scheme shall be fully applicable to the new added Area.
For the purpose of constructing the said Villa project and for the purpose of conferring the right of Ownership in respect of the Units to be constructed therein and to be ultimately owned by the Buyers, the Owners and the Seller have specified several standard terms and conditions which are specifically mentioned in The Scheme.
In terms of the said Development Agreements and pursuant to the authority granted by the said Power of Attorneys the Seller is entitled to deal with the Land and the construction made thereon on the terms and conditions contained therein and also in accordance with the powers and authorities conferred on the Seller and is also entitled to enter into appropriate agreements for sale of the various land units and construction of the dwelling units.
The Buyer has examined, considered and approved of The Scheme prior to entering into the Agreement with the Seller and the Buyer has agreed to the terms and conditions, rights and obligations embodied in The Scheme and the Buyer has also examined and considered the title of the owners to the Land, the powers and authorities of the project coordinator, the Plans, the agreements etc. and the Buyer is satisfied about the title of the Owners to the Land, the Plans and the authority of the Seller.
By their agreements, the owners have also irrevocably and unequivocally agreed to sell grant transfer convey assign and assure unto and in favour of the nominees of the developer the undivided proportionate right title and interest in the land pertaining or belonging unto the said premises as and when called upon by the developer in that behalf to execute and register the deeds of conveyance for such parts and in such manner as may be directed by the developer from time to time.
In accordance with the terms and conditions agreed to by and between the owners and the developer and also by virtue of the powers vested in it, the developer has taken and is taking all the necessary steps and is making development of the said project;
The Buyer being desirous to own and acquire a Villa and to have his / her dwelling unit constructed therein has requested, negotiated for, offered and agreed to purchase and acquire on ownership basis all that the Land Unit together with the dwelling unit therein as specified in the Second Schedule hereunder written which is to contain an area of land and which is to have a dwelling unit having such covered area and specifications which are mentioned in the Second Schedule hereunder written together with the undivided share or interest in the common services and facilities comprised in the said Villa project which is more fully and particularly and collectively mentioned and described in the Second Schedule hereunder written and which is hereinafter collectively referred to as the said UNIT which is hereby intended to be agreed to be transferred in terms of firstly the application for allotment made by the buyer read with the acceptance and allotment letter issued in pursuance thereof and secondly and concurrently with The Scheme and for the consideration and on the terms and conditions hereinafter appearing.
The agreement negotiated between the parties hereto has been arrived at on the specific understanding that the deal is for a composite sale of the Land Unit and the Dwelling Unit which shall be constructed by the Developer therein which shall always be co-dependent and co-existent.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY CONFIRMED that the parties hereto have mutually discussed and agreed to the various terms and conditions which are recorded in the manner following:

1. This Agreement shall be deemed to have commenced on and with effect from the date of mutual discussions, negotiations, finalisation and agreement arrived at by the purchaser with the developer and in any event not later than the date of execution hereof.

2. The Developer has agreed to sell and transfer unto and in favour of the Purchaser and the Purchaser has agreed to purchase and acquire all that the Land Unit No. “______” measuring about _____ Cottahs (equivalent to ______ sq. ft.) more or less which is mentioned and described in the Second Schedule hereunder written and to have the residential unit therein constructed exclusively by or though the Project Coordinator which is to be constructed within the said land unit or part thereof.

3. The aforesaid proposed sale of the said land unit is subject to all the terms, conditions and covenants, stipulations, restrictions, powers, authorities, duties and reservations mentioned herein.

4. The transfer of the said land unit shall be made or caused to be made by the Developer through the several land Owners.

5. In consideration of the aforesaid proposed sale and transfer of the said Land unit, the purchaser has agreed to and shall pay to the Project Coordinator a total sum of Rs. _________/- (Rupees ____ ____ ____ ____ ____ ____ ____) only and the buyer shall also pay another sum of Rs. _________/- (Rupees ____ ____ ____ ____ ____ ____ ____) only towards the costs of construction of the residential unit therein including the proportionate share of the costs of the common area, facilities and services, which is hereinafter collectively referred to as the consideration amount.

6. In addition to the aforesaid consideration amount, the purchaser shall also pay the following amounts to the Developer at or before taking over possession of the said land unit:

a. Charges for providing any additional work in or relating to the said land unit and for providing additional facility or utility in or around the said land unit in excess of those mentioned herein provided that if any work or provisions be made for the purchaser in the Common Parts and Common Areas with others in the said Building, such as any payment made to electricity authorities, for HT Line or LT Line, transformer, electricity meters/sub-meters and any payment made for generators, air conditioning unit, fixture and fittings etc. and other services and facilities and their installation charges and accessories, all the Purchasers including the purchaser herein shall share such costs charges and expenses thereof proportionately.

b. All betterment fees, taxes and other levies charges imposed by the Government or any other authority relating to the said Building shall be paid and borne by the purchaser proportionate to her interest therein and those relating only to the said land unit shall be paid and borne solely by the Purchaser.

c. All the amounts required to be paid and for deposited with the Developer at or before taking possession of the Land unit in terms hereof.

7. It has been agreed that payment of the consideration amount as also making of all the deposits and payment of charges for any additional or extra work on the mutually agreed dates and schedule shall be the essence of the contract.

8. It is hereby further recorded and confirmed that the parties hereto have negotiated the deal and the same has been arrived at on the specific and irrevocable understanding that the proposed sale of the land unit with the dwelling house is for a composite and inseparable deal or transaction for sale of the Land Unit and the Dwelling Unit to be constructed by the Developer therein and the same shall always be co-dependent and co-existent. It is also made clear that in case the buyer fails or neglects to make payment of the amount payable on account of the construction costs or if the Buyer at any stage hereafter decides to not to have the dwelling unit constructed, in either of the circumstances the Developer shall automatically become entitled to obtain and receive back from the Buyer title to the land unit by way of a proper transfer in its favour or in favour of its nominee without being liable to compensate the buyer in any manner or on any account whatsoever. In such an event, the Buyer shall forthwith grant convey transfer assign and assure unto the Developer the said Land Unit against which the Developer shall only be obliged to refund or repay the actual amount of land unit cost which would have been paid by the Buyer and to forfeit the entire amount paid by the buyer towards or on account of the construction costs.

9. It is also further made clear understood confirmed and recorded that without prejudice to the rights of the Developer as contained in clause 8 hereinbefore, the Developer shall always be, in such circumstances, be entitled to serve notice on the Buyer as to the default and upon expiry of 15 days from service of such notice, to treat the transaction as cancelled / terminated and to proceed with in accordance with the conditions contained in the said Clause 8 hereinbefore.

10. The purchaser agrees and covenants not to claim any right or possession over and in respect of the said Land unit or any portion thereof until the purchaser has paid and/or deposited all the amounts required to be paid or deposited by the purchaser in terms hereof on account of the value of the land unit, the costs of construction and the deposits etc.

11. In the event of the Developer being made liable for payment of Sales Tax under any statute or law for the time being in force or if the Developer be advised by its consultant that it is liable or may be made liable for payment of sales tax on account of the Developer having constructed and completed the said land unit in terms hereof, then in that event, the purchaser shall be liable to bear and to deposit or pay such amount of Sales Tax as would be leviable as and when demanded by the Developer. The purchaser hereby agrees to indemnify and keep the Developer indemnified against all actions suits proceedings costs charges and expenses in respect thereof.

12. The consideration amount shall be paid by the purchaser to the Developer on the dates and in the manner mentioned in the Third Schedule hereunder written whether or not formally demanded by the Developer.

13. In the event of any default on the part of the purchaser in making payment of the consideration amount or any part thereof for the first two months of such default, the purchaser shall be liable to pay interest @ 1.25% per month or part thereof on all sums becoming due which the purchaser would fail to pay within 15 days from the date on which the same has become due. If such default continues even thereafter, then and in that event and without prejudice to the other rights which the Developer may have against the Purchaser, the Developer shall be entitled to rescind or cancel this Agreement and to forfeit a sum equivalent to 10% (Ten Percent) of the consideration amount as and by way of pre-determined liquidated damages.

14. It has also been agreed that should the purchaser after having paid the consideration amount on the scheduled due dates chooses to terminate the agreement for sale made by the purchaser with the Developer, then the Developer and the purchaser shall mutually cancel and/or terminate the same and the purchaser shall allow deduction of mutually agreed predetermined liquidated damages at the rate of five percent of the consideration amount.

15. The Developer having been entrusted to do so on behalf of the owner in terms of the development agreement, shall take all necessary steps for the complete development and construction of the building at the said premises by observing all the rules and regulations and complying with all the formalities, stipulations, clearances and in accordance with the specifications of construction of the land units or units and also the common areas and common parts and facilities as may be laid down and prescribed by the architect.

16. The Developer shall, upon completion of construction of the dwelling unit and other common areas, parts and facilities, make over quite and peaceful possession of the purchaser.

17. The Developer shall, upon completion of construction of the project also lay down the rights and obligations of the purchasers amongst themselves and the Developer with reference to the maintenance and upkeep of the project as also for the purposes of management and administration and up-keep of the common areas and common parts and services.

18. The construction and erection of the said Land unit as specified in the Second Schedule hereunder written shall be carried out and completed by the Developer in the manner specified herein.

19. The fittings, fixtures and the materials to be used therein shall be of the quality and specifications as mentioned in the Fourth Schedule hereunder written. The work of construction shall be carried out with standard materials as would be approved by the Architect and the decisions of the Architect regarding the quality and specifications of materials shall always be final and binding on the Purchaser. The purchaser will not raise any objection with regard to such construction made or to be made by the Developer. The construction and completion of the Common Parts and Common Areas of the project, the Super Structure and all other works related to and within the said land unit. The construction in he said land unit shall be made and completed in accordance with the sanctioned plan with such variations, modifications or alterations as would be deemed fit and proper by the Developer or the Architect and the purchaser hereby consents to the same and hereby further agrees not to raise any objection in the Developer’s and/or Architect’s decision with regard to such alterations or additions.

20. In the event of determination or rescission of this Agreement in terms of the default clause mentioned herein or in terms of mutual cancellation by the owner and the purchaser, all the rights of the purchaser shall at the sole discretion of the Project Coordinator be liable to be forfeited and all the rights of the buyer over and in respect of the said Land unit shall entirely vest in the Project Coordinator who will be entitled to and is hereby authorised by the purchaser to sell transfer alienate or encumber the said land unit without any interference from the purchaser or any person claiming the purchaser.

21. The purchaser shall not claim any right of conveyance in respect of the said land unit until the consideration amount is paid in full and all deposits required to be made in terms hereof are made by the purchaser and all the obligations required to be performed and observed by the purchaser herein have been performed and observed.

22. Nothing contained herein shall be construed and/or is intended to create a present or future demise of the said land unit in favour of the Purchaser.

23. The purchaser shall not have any right title interest claim or demand whatsoever or howsoever over and in respect of the other portions of the project excepting the right to acquire the said land unit together with the proportionate undivided impartible variable share or interest in the common areas, parts, facilities and services as are mentioned herein.

24. If for any neglect or default on the part of the Purchaser, further construction of the said land unit or the project or any part thereof is in any way hindered or impeded or if the Developer is prevented from carrying on or proceeding with the construction of any part thereof or of the said land unit and the project, the purchaser shall be liable to pay damages therefore.

25. Further to and without prejudice to the Purchaser’s all other obligations and stipulations as mentioned herein, further obligations of the Purchaser for the purposes of this agreement are as follows:

a. That the purchaser shall not do any act deed or thing whereby the construction or development of the said land unit or the project is in anyway hindered or impeded nor shall the purchaser in any way commit breach of any terms and conditions herein contained;

b. That the purchaser shall not cause any obstruction or interference in the construction and or development of the said Unit and the project;

c. That the purchaser shall not do any act deed or thing whereby the construction of the said Unit or the project or any portion thereof is in any way hampered or obstructed;

d. If for any neglect or default on the part of the Purchaser, further construction of the said land unit or the project or any part thereof is in any way hindered or impeded or if the Developer is prevented from carrying on or proceeding with the construction of any part thereof of the said land unit and/or the project, the purchaser shall be liable to pay damages therefore.

e. At all times thereafter the purchaser shall continue to remain liable to pay all amounts becoming payable under the terms hereof to the Developer and to perform the covenants and obligations herein mentioned irrespective of any loss destruction acquisitions and/or requisitions of the same.

f. The Owner will be entitled exclusively to collect on behalf of the purchaser herein all compensation becoming receivable in respect of the said land unit and the Building till all amounts becoming payable by the purchaser in terms hereof are fully paid.

26. The construction of the residential unit in the said land unit shall be and/or is expected to be completed within a period of 36 months from the date hereof which is hereinafter referred to as the completion period and it is agreed that the Developer shall hand over possession of the same to the purchaser within the completion period subject to the purchaser punctually paying the amounts in the manner provided in this Agreement and complying with the terms and conditions contained herein.

27. Immediately upon completion of the construction of the said dwelling unit or soon thereafter the Developer will serve a notice for taking possession of the land unit and at the expiry of 15 days from service of such notice, it shall be deemed that the purchaser has taken possession of the said land unit irrespective of whether or not the physical possession has been taken by the Purchaser. Such date of actual or deemed possession shall be referred to as the “Possession Date”.

28. As and from the Possession Date the purchaser shall be liable to bear and pay all costs charges and expenses towards maintenance and common services which shall be quantified and intimated by the Developer to the Purchaser.

29. Subject to the purchaser making payment of the amounts to be paid by the purchaser as provided for herein, the Developer hereby agrees to fulfill its obligations in relation to the said land unit and the Developer thus agrees as follows:

a) To construct erect and complete the said land unit, the said residential unit, the common services and facilities and also the Common Parts and Common Area of the project in accordance with the plan;

b) To complete the said land unit in all respects including the fittings and fixtures as mentioned in the Fourth Schedule hereunder written, so as to make the said land unit habitable.

30. The Developer will, after the Purchaser makes payment of the consideration amount, execute and register and/or cause to be executed and registered a proper deed of conveyance for completing the sale and transfer of the land area comprised in the said land unit in favour of the Purchaser.

31. Should the Developer be unable to complete the construction of the said residential unit and/or fails to deliver possession thereof within the time stipulated herein by reasons which are unexpected or exceptional in nature arising out of construction hazards, unforeseen problems from any government department concerned, any act of God or any other factors which are beyond the control of the Developer, the Developer shall not be held in breach or default and/or responsible for the delays and the purchaser would neither have the right to rescind the agreement nor to claim or demand any damages or compensation of whatsoever nature. In any such event the Developer shall not be liable to pay any interest and/or any compensation for payments made by the purchaser and time for completion of the same shall be extended reasonably.

THE FIRST SCHEDULE

(LAND)

THE SECOND SCHEDULE

ALL THAT the Land unit or Unit No. ______ lying and situate on the having an area of ______ Cottahs be the same a little more or less comprised within the SPRING VALLEY project together with the Proportionate Share of Common Parts and Common Area to be constructed and completed in the manner specified in The Scheme and as specified hereinabove;

PART – III

(COMPLETION PERIOD)

The completion period as agreed to by and between the parties is ___/ ___/ ______ and the Developer has agreed to deliver possession of the said Unit within the said date subject to the other terms and conditions contained herein.

THE THIRD SCHEDULE

(THE CONSIDERATION AMOUNT)

(total CONSIDERATION and instalments of payment)

The Total agreed consideration amount payable by the Purchaser in terms of this agreement is as follows:

Rupees

Lac(s)

Thousand

Hundred

Ten

Unit

Rupees

For Land unit

Construction Cost

TOTAL AMOUNT

The aforesaid total consideration of the total sum of Rs. ____________/- (Rupees ____ ____ ____ ____ ____ ____ ____ ____ ____ ____ ____) towards the value of the said Unit and others specified in the Second Schedule mentioned hereinabove payable in installments as follows:

On or Before	Percentage of total payment to be made
a) Foundation	20%
b) RCC Casting	15%
c) Completion of Brick work	15%
d) Completion of Flooring	15%
e) Development of Plot Open Area	15%
f) Handing Over of Possession	15%

THE FOURTH SCHEDULE ABOVE REFERRED TO:

(SPECIFICATIONS)

TECHNICAL SPECIFICATIONS

IN WITNESS WHEREOF the Parties hereto have hereunto set and subscribed their hands and seals the day month and year first above written.

SIGNED AND DELIVERED For M/s. Spring Valley Developers Pvt. Ltd.

by the Developer/Seller at

Calcutta in the presence of: Director.

SIGNED AND DELIVERED

by the Purchaser at Calcutta

in the presence of:

RECEIVED of and from the within named Purchaser the within mentioned sum of Rs. ______________/- (Rupees ____ ____ ____ ____ ____ ____ ____ ____ ____ ____) only as and by way of earnest money and in part payment of the consideration amount payable in terms of this agreement.

MEMO OF CONSIDERATION

SL. NO.	CHEQUE NO.	DATED	DRAWN ON	AMOUNT

For Spring Valley Developers Private Limited

Director.

Witnesses:

Drafted by me.

(S. K. Kanodia)

Advocate