AGREEMENT TO BUY AND TO SELL CONDOMINIUM UNIT

THIS AGREEMENT is made on this …… day of ………………., by and between

…………………………………………, a private limited company organized and existing under the laws of Thailand, having its registered office at No. ………………………………………………………………………………………., Tel. No. ………………….. Fax No. ……………………….. (hereinafter referred to as the “Seller”), of the one part,

and

…………………………………, age ……….. years, nationality …………… Identification Document Passport No. …………………….. issued by British Embassy, Bangkok residing at ……………………………………………………… Tel. No. …………….….. Fax No. ……………….. (hereinafter referred to as the “Purchaser”), of the other part.

WHEREAS, the Purchaser desires to purchase a condominium Unit No. …… in ………………………………….. Condominium, ………………………………………..

NOW THEREFORE, both parties agree as follows :

1.         Definitions

            Unless otherwise provided in this Agreement, the parties agree that the terms hereinafter used shall have the following meanings :

            1.1       “Building” means the “……………………….. Condominium” in which the Unit to be sold and purchased under this Agreement is located.

            1.2       “Common Property” means parts of the Condominium which are neither Units nor Private Property, the land on which the Condominium is situated and the land or other property available for the common use or benefit of the Co-Owners.

            1.3       “Condominium” means the Building which is comprised of units to be used for residential purposes and facilities, whereby the owner of each unit will have individual ownership with the holdings divided into parts,1 each part being comprised of individual ownership in Private Property and co-ownership in Common Property.

            1.4       “Co-Owners” means the owners of the units in the Condominium.

            1.5       “……………. Condominium” means a juristic person which is registered under the Condominium Act B.E. 2522 (1979) as amended by Condominium Act (no. 2) 2534 (1991), (no. 3) 2542 (1999) with the objectives to manage and maintain the Common Property of the Condominium and is empowered to do any acts and things for the common benefit of the Co-Owners.

            1.6       “Private Property” means a Unit and any construction or land allocated as the property of the individual owner of that Unit.

            1.7       “the Act” means the Condominium Act B.E. 2522 (1979) as amended by Condominium Act (no. 2) 2534 (1991), (no. 3) 2542 (1999) all rules and or regulations attached thereto and any amendments thereto.  All references in the Agreement to the “Condominium Act” can be reduced to “the Act”.

2.         Agreement to Buy and to Sell Unit

            2.1       The Seller agrees to sell and the Purchaser agrees to purchase the Unit, which  copy of Condominium Title Deed is marked and attached hereto as Attachment  No. 1 and is more particularly described as follows :

                        Unit No.         :     ……………….

                        Floor Level    :     ……………….

                        Building No. :     ……………….

                        Approximate Area : ……………….Sq. Meters

            2.2       Subject to the rules and regulations of the Condominium, the Purchaser shall be entitled to the use of 2 parking spaces located in the parking area as shall be notified to the Purchaser.

2.3       The Seller agrees to execute any documents required in order to transfer ownership of the telephone line in the Unit (Tel. No. ………………) to the Purchaser, but any fees or expenses payable to relevant government offices for the transfer shall be paid by the Purchaser.

3.         Purchase Price

            3.1       The purchase price of the Unit as specified in Clause 2 is Baht ………. (…………………………..….) (hereinafter called the “Price”).

4.         Payment

            4.1       The Purchaser shall pay the Price to the Seller as follows :

                        4.1.1      On the date of execution of this Agreement, the Purchaser shall pay to the Seller a deposit of Baht ……………. (…………) which sum shall be equivalent to thirty percent (30%) of the Price ;

                        4.1.2      On ……………, the Purchaser shall pay to the Seller the balance of the purchase price, Baht ………………. (………………………).  On payment of the full amount, the registration of transfer of the ownership of the Unit shall take place as specified in  Clause 5.

            4.2       The payment of the deposit under Clause 4.1.1 and the payment of the balance of the purchase price on ……………. shall be made by bank cheque payable to …………………...

            4.3       Any payment of the Price shall be deemed to be duly made only when such cheque, bill or instrument has been honoured and the amount represented thereby is deposited in the Seller’s account.  All costs of such instrument including bank remittance fee and/or other charges shall be borne by the Purchaser.

              4.4     In the event that the Purchaser, for whatever reason, fails to make any payment of the Price in the amount and at the times specified in Clause 4.1 above, it shall be deemed that the Purchaser is in default and the Seller shall then be entitled to charge the Purchaser an interest penalty on the unpaid amount at the rate of 1.25% percent per month from the due date until the date of payment of such unpaid amount. 

4.4.1  In the case where the Seller demands the Purchaser in writing to make payment of the unpaid amount and the Purchaser fails to make such payment in full within fifteen (15) days from the date of the Seller’s demand, the Seller shall be entitled to terminate this Agreement forthwith and all moneys paid by the Purchaser under this Agreement shall be forfeited on account of penalty and liquidated damages.  Additionally, the Seller shall, in such a case, be entitled to sell the Unit to any person and the Purchaser shall have no right to oppose or object to such sale and/or to claim for any damages or compensation whatsoever from the Seller.

5.         Transfer of Ownership

            5.1       Both parties agree to register the transfer of ownership of the Unit at the Land Registration Office, Bangkok Metropolis on …………. (the “scheduled day”), upon the Purchaser making full payment for the Unit, and the completion by both parties of all other actions necessary for the transfer of ownership of the Unit.

            5.2       In the event that the Seller is obstructed or prevented in any way from registering the transfer of ownership of the Unit to the Purchaser on the scheduled day, the Seller shall not be deemed to be in breach of the Agreement.  In that case, both parties shall expeditiously agree to set another day, not longer than 30 days from the scheduled day, for the registration of transfer of ownership of the Unit.

            5.3       The Purchaser acknowledges that he is responsible for obtaining all consents from the Land Department and other Thai Government authorities in a timely manner prior to registration of the transfer of ownership. 

5.3.1     If the Purchaser fails to obtain all necessary consents and documentation by the date set for registration of transfer of ownership, both parties shall expeditiously agree to set another day, not longer than 30 days from the scheduled day, for the registration of transfer of ownership of the Unit. The Purchaser shall pay interest to the Seller at the rate of 1.25% per month from that date until the registration of the transfer of ownership.

5.3.2     The Purchaser acknowledges that if, when the period agreed under 5.3.1 has elapsed, the purchaser has still failed to obtain all documents and consents required to register the transfer of ownership, the Purchaser will be deemed to have breached the contract and the Termination provisions of Clause 10 will apply.

6.         Fees and other Costs

All fees, stamp duties and other expenses incurred in effecting registration of transfer of ownership of the Unit to the Purchaser, shall be shared equally by the Purchaser and the Seller.

7.         Delivery

            7.1       Upon execution of this Agreement and payment of the deposit, the Purchaser will be granted access to the Unit for the purpose of redecoration and renovation of the Unit, at the Purchaser’s expense.  During this period of renovation, the Purchaser agrees to abide by all of the Regulations of the ……………………………….. Condominium.

8.         Purchaser’s Covenants

            8.1       Prior to transfer of ownership of the Unit, the Purchaser agrees not to do anything to the Unit and/or Private Property by way of demolition, addition or alteration which may cause damage and/or nuisance to other Co-Owners of the Condominium.

            8.2       From …………….., the Purchaser shall pay for all costs and expenses for maintaining and administering the Common Property, electricity, telephone, water charges and other expenses as will be fixed by the ……………………… Condominium.

            8.3       Effective as from …………………., the Purchaser shall make monthly payments for such common expenses as all utilities consumed in connection with the use of all of the common areas of the Building at the monthly rate as shall be notified to the Purchaser by the ……….. Condominium.

            8.4       Both parties agree that, unless otherwise specified in this Agreement, all

                        the rights and duties of the Seller and the Purchaser to each other or to third persons and/or the legal rights and duties of them shall be fulfilled in accordance with the Condominium Act and the ministerial regulations issued thereunder as well as other laws and regulations and/or notification of the Land Department regarding the Condominium.

9.         Seller’s Covenants

            9.1       On the date of registration of transfer of ownership of the Unit to the Purchaser, the Seller shall assign to the Purchaser his payment to the Reserve Fund of ………………. Baht (………………………….) made on ………………………. for the common benefit of the Co-Owners in the ……………….. Condominium for the purposes of replacements of, and additions to, the Common Property of the Building.

            9.2       The Seller agrees to assign to the Purchaser his payment of a security deposit for payment of the monthly common expenses, made on …………………………….., in the sum of ……………….. Baht (…………………………..), an amount equal to three months common expenses on that date.

            9.3       The Seller undertakes to inform …………………… Condominium of the transfer of ownership to the Purchaser of the payments made to the ………………….Condominium under 9.1 and 9.2 above.

            9.4       The Seller covenants with the Purchaser that the ratio of foreign ownership of the Building does not exceed the number stipulated by the Act and the Unit hereunder is eligible to be transferred to the Purchaser as a foreigner.

            9.5       The Seller covenants with the purchaser that the Unit is not under any encumbrances at the time of the execution of this agreement and no lawsuit is pending for the Unit.

            9.6       The Seller agrees to sign any and all documents and forms relating to the Unit at any time as required by the Purchaser in order to enable the Purchaser to totally enjoy and utilize the Unit without further requiring any compensation.

10.       Termination of the Agreement

            10.1    With the exception of sub-clauses 4.1.2 and 4.4 above, in the event that the Purchaser is in breach of any provision of this Agreement, the Seller shall have the right to terminate this Agreement forthwith and the deposit paid to the Seller shall be forfeited by the Purchaser.  In addition, the Seller shall, in such event, have the right to offer the Unit for sale to third persons and the Purchaser shall not have any right to oppose or object to such sale or to claim for any damages or compensation whatsoever.

            10.2    In the event of termination of this Agreement due to the Purchaser's breach of any of the provisions of this Agreement:

                        (i)        The Purchaser undertakes to pay for the cost of restoring the unit to its original condition ;

                        (ii)       The Seller reserves the right to sue for actual expenses incurred by the Seller in relation to the transaction ; and

                        (iii)     The Seller may sue for damages for loss of opportunity to sell the Unit from the time of execution of the contract to the time when the unit is restored to its original condition.

            10.3    In the event that the Seller is in breach of any provision of this Agreement, the Purchaser shall have the right to terminate this Agreement.  In such an event the Seller shall return in full to the Purchaser all moneys received under this Agreement plus the interest at a rate of 1.25% per month calculated from the date the Seller received the moneys to the date of re-payment in full, and the Purchaser reserves the right to claim for any other damage or compensation from the Seller.

11.       Notice

            The parties agree that all notices or correspondence to be delivered to each other shall be deemed to have been duly served if sent by registered mail to the relevant address specified in this Agreement.

            If either Party changes address, it is required to notify the other Party in writing within seven (7) days of the date of such change. All notices or correspondence sent by registered mail to the Parties addresses specified in this Agreement or the latest address notified by the Parties shall be deemed to have been duly served even though such notices or correspondence may have been returned by the postal authorities for whatever reason.

12.       Other Conditions

            12.1    In the event of any dispute arising in connection with this Agreement, both parties agree that the Courts of Thailand shall have jurisdiction.

            12.2    This Agreement shall be governed by and construed in accordance with the Laws of the Kingdom of Thailand.

THIS AGREEMENT is made in duplicate originals, one for each party.  The Purchaser and the Seller, having read this Agreement and understood its purpose thoroughly, have hereunto set their hands and seal(s) (if any) in the presence of witnesses on the day, month and year first written above.

                                                                  …………………………… Seller

                                                                  (                                               )

                                                                  …………………………… Purchaser

                                                                   (                                              )

                                                                  ……………………………. Witness

                                                                  (                                               )

                                                                  …………………………… Witness

                                                                  (                                               )