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77
any other remedy if information provided about the
lot
is inaccurate, incomplete or missing.
G19.5 Where relevant:
(a) the
documents
must include certified copies of
those under which the
practitioner
is appointed, the
document of appointment and the
practitioner's
acceptance of appointment; and
(b) the
seller
may require the
transfer
to be by the
lender exercising its power of sale under the Law of
Property Act 1925.
G19.6 The
buyer
understands this
condition
G19 and
agrees that it is fair in the circumstances of a sale by a
practitioner
.
G20
TUPE
G20.1 If the
special conditions
state "There are no
employees to which
TUPE
applies", this is a warranty
by the
seller
to this effect.
G20.2 If the
special conditions
do not state "There are no
employees to which
TUPE
applies" the following
paragraphs apply:
(a) The
seller
must notify the
buyer
of those employees
whose contracts of employment will transfer to the
buyer
on
completion
(the "Transferring Employees").
This notification must be given to the
buyer
not less
than 14 days before
completion
.
(b) The
buyer
confirms that it will comply with its
obligations under
TUPE
and any
special conditions
in
respect of the Transferring Employees.
(c) The
buyer
and the
seller
acknowledge that
pursuant and subject to
TUPE
, the contracts of
employment between the Transferring Employees and
the
seller
will transfer to the
buyer
on
completion
.
(d) The
buyer
is to keep the
seller
indemnified
against all liability for the Transferring Employees after
completion
.
G21
Environmental
G21.1 This
condition
G21 only applies where the
special
conditions
so provide.
G21.2 The
seller
has made available such reports as the
seller
has as to the environmental condition of the
lot and has given the
buyer
the opportunity to carry
out investigations (whether or not the
buyer
has read
those reports or carried out any investigation) and the
buyer
admits that the
price
takes into account the
environmental condition of the
lot
.
G21.3 The
buyer
agrees to indemnify the
seller
in respect
of all liability for or resulting from the environmental
condition of the
lot
.
G22
Service Charge
G22.1 This
condition
G22 applies where the lot is sold
subject to
tenancies
that include service charge
provisions.
G22.2 No apportionment is to be made at
completion
in
respect of service charges.
G22.3 Within two months after
completion
the
seller
must
provide to the
buyer
a detailed service charge account
for the service charge year current on
completion
showing:
(a) service charge expenditure attributable to each
tenancy
;
(b) payments on account of service charge received
from each tenant;
(c) any amounts due from a tenant that have not been
received;
(d) any service charge expenditure that is not
attributable to any
tenancy
and is for that reason
irrecoverable.
G22.4 In respect of each
tenancy
, if the service charge
account shows that:
(a) payments on account (whether received or still
then due from a tenant) exceed attributable service
charge expenditure, the
seller
must pay to the
buye
r
an amount equal to the excess when it provides the
service charge account;
(b) attributable service charge expenditure exceeds
payments on account (whether those payments have
been received or are still then due), the
buyer
must use
all reasonable endeavours to recover the shortfall from
the tenant at the next service charge reconciliation date
and pay the amount so recovered to the
seller
within
five
business days
of receipt in cleared funds; but in
respect of payments on account that are still due from
a tenant
condition
G11
(arrears)
applies.
G22.5 In respect of service charge expenditure that is not
attributable to any
tenancy
the
seller
must pay the
expenditure incurred in respect of the period before
actual completion date
and the
buyer
must pay
the expenditure incurred in respect of the period after
actual completion date
. Any necessary monetary
adjustment is to be made within five
business days
of
the
seller
providing the service charge account to the
buyer
.
G22.6 If the
seller
holds any reserve or sinking fund on
account of future service charge expenditure or a
depreciation fund:
(a) the
seller
must pay it (including any interest earned
on it) to the
buyer
on
completion
; and
(b) the
buyer
must covenant with the
seller
to hold it
in accordance with the terms of the
tenancies
and to
indemnify the
seller
if it does not do so.
G23. Rent reviews
G23.1 This
condition
G23 applies where the
lot
is sold
subject to a
tenancy
under which a rent review due on
or before the
actual completion date
has not been
agreed or determined.
G23.2 The
seller
may continue negotiations or rent review
proceedings up to the
actual completion date
but may not agree the level of the revised rent or
commence rent review proceedings without the
written consent of the
buyer
, such consent not to be
unreasonably withheld or delayed.
G23.3 Following
completion
the
buyer
must complete
rent review negotiations or proceedings as soon as
reasonably practicable but may not agree the level
of the revised rent without the written consent of the
seller
, such consent not to be unreasonably withheld
or delayed.
G23.4 The
seller
must promptly:
(a) give to the
buyer
full details of all rent review
negotiations and proceedings, including copies of all
correspondence and other papers; and
(b) use all reasonable endeavours to substitute the
buyer
for the
seller
in any rent review proceedings.
G23.5 The
seller
and the
buyer
are to keep each other
informed of the progress of the rent review and have
regard to any proposals the other makes in relation to
it.
G23.6 When the rent review has been agreed or determined
the
buyer
must account to the
seller
for any increased
rent and interest recovered from the tenant that relates
to the
seller's
period of ownership within five
business
days
of receipt of cleared funds.
G23.7 If a rent review is agreed or determined before
completion
but the increased rent and any interest
recoverable from the tenant has not been received
by
completion
the increased rent and any interest
recoverable is to be treated as
arrears
.
G23.8 The
seller
and the
buyer
are to bear their own costs in
relation to rent review negotiations and proceedings.
G24
Tenancy renewals
G24.1 This
condition
G24 applies where the tenant under
a
tenancy
has the right to remain in occupation
under part II of the Landlord and Tenant Act 1954 (as
amended) and references to notices and proceedings
are to notices and proceedings under that Act.
G24.2 Where practicable, without exposing the
seller
to
liability or penalty, the
seller
must not without the
written consent of the
buyer
(which the
buyer
must
not unreasonably withhold or delay) serve or respond
to any notice or begin or continue any proceedings.
G24.3 If the
seller
receives a notice the
seller
must send a
copy to the
buyer
within five
business days
and act
as the
buyer
reasonably directs in relation to it.
G24.4 Following
completion
the
buyer
must:
(a) with the co-operation of the
seller
take immediate
steps to substitute itself as a party to any proceedings;
(b) use all reasonable endeavours to conclude any
proceedings or negotiations for the renewal of the
tenancy
and the determination of any interim rent as
soon as reasonably practicable at the best rent or rents
reasonably obtainable; and
(c) if any increased rent is recovered from the tenant
(whether as interim rent or under the renewed
tenancy
)
account to the
seller
for the part of that increase that
relates to the
seller's
period of ownership of the
lot
within five
business days
of receipt of cleared funds.
G24.5 The
seller
and the
buyer
are to bear their own costs
in relation to the renewal of the tenancy and any
proceedings relating to this.
G25
Warranties
G25.1 Available warranties are listed in the
special
conditions
.
G25.2 Where a warranty is assignable the
seller
must:
(a) on
completion
assign it to the
buyer
and give
notice of assignment to the person who gave the
warranty; and
(b) apply for (and the
seller
and the
buyer
must use
all reasonable endeavours to obtain) any consent
to assign that is required. If consent has not been
obtained by
completion
the warranty must be
assigned within five
business days
after the consent
has been obtained.
G25.3 If a warranty is not assignable the
seller
must after
completion
:
(a) hold the warranty on trust for the
buyer
; and
(b) at the
buyer's
cost comply with such of the lawful
instructions of the
buyer
in relation to the warranty as
do not place the
seller
in breach of its terms or expose
the
seller
to any liability or penalty.
G26
No assignment
The
buyer
must not assign, mortgage or otherwise
transfer or part with the whole or any part of the
buyer's
interest under this
contract
.
G27
Registration at the Land Registry
G27.1 This condition G27.1 applies where the
lot
is leasehold
and its sale either triggers first registration or is a
registrable disposition. The
buyer
must at its own
expense and as soon as practicable:
(a) procure that it becomes registered at Land Registry
as proprietor of the
lot
;
(b) procure that all rights granted and reserved by the
lease under which the
lot
is held are properly noted
against the affected titles; and
(c) provide the
seller
with an official copy of the register
relating to such lease showing itself registered as
proprietor.
G27.2 This condition G27.2 applies where the
lot
comprises
part of a registered title.
The
buyer
must at its own expense and as soon as
practicable:
(a) apply for registration of the
transfer
;
(b) provide the
seller
with an official copy and title plan
for the
buyer's
new title; and
(c) join in any representations the
seller
may properly
make to Land Registry relating to the application.
G28
Notices and other communications
G28.1 All communications, including notices, must be in
writing. Communication to or by the
seller
or the
buyer
may be given to or by their conveyancers.
G28.2 A communication may be relied on if:
(a) delivered by hand; or
(b) made electronically and personally acknowledged
(automatic acknowledgement does not count); or
(c) there is proof that it was sent to the address of the
person to whom it is to be given (as specified in the
sale memorandum
) by a postal service that offers
normally to deliver mail the next following
business
day
.
G28.3 A communication is to be treated as received:
(a) when delivered, if delivered by hand; or
(b) when personally acknowledged, if made
electronically; but if delivered or made after 1700 hours
on a
business day
a communication is to be treated
as received on the next
business day
.
G28.4 A communication sent by a postal service that offers
normally to deliver mail the next following
business
day
will be treated as received on the second
business day
after it has been posted.
G29
Contracts (Rights of Third Parties) Act 1999
No one is intended to have any benefit under the
contract
pursuant to the Contract (Rights of Third Parties) Act 1999.
G30
Extra General Conditions
The following general conditions are to be treated as being
amended as follows:
G17.2 the word "actual" shall be replaced by the word
"agreed"
G25.3 (b) the words "or cost" shall be added at the end.
G30.1 The
Seller
will not be under any obligation to remove
any rubbish or other items whatsoever from the
lot
prior to
completion
of the purchase and the
Buyer
will not be allowed to delay
completion
or refuse to
complete or claim compensation in respect of any
rubbish or other items remaining on the
lot
.