These General Conditions apply to the sale of each of these lots in the auction subject to any variation or addition referred to in the special conditions of sale relating to the relevant lot;
1. The seller reserves to itself the following rights: (a) to withdraw any lot from the auction; (b) the right to sell by private bargain the whole or any part of any lot before the auction and that without disclosing the reserve price or giving any reason therefore; (c) to consolidate two or more lots into one and; (d) the right to bid by itself or by the auctioneer up to the reserve price. Special conditions of sale shall have precedence over these general conditions of sale, in case of any conflict.
2. Reserve price Unless otherwise stated, there will be an undisclosed reserve price.
3. Bidding The auctioneer retains the right to regulate the bidding and refuse any bid or bids without assigning any reason therefore in his sole and absolute discretion. All bidders are required to register their details and provide proof of identity to obtain a bidders number prior to bidding. In the event of competition each offer after the first shall exceed the immediately preceding offer by such sum as may be prescribed by the auctioneer. The auctioneer retains the right to divide and sell any lot in separate lots if the whole lot is unsold, or sell a group of individual lots as one lot. All bids are to be made clearly. The person offering the reserve price or if there be more offers than one above the reserve price, the highest bidder, shall be the purchaser. On the fall of the auctioneer’s hammer on his successful bid, the successful bidder must provide the auctioneer with their allocated bidding number and in default the auctioneer shall be entitled to re-submit the lot for sale. The successful bidder shall then immediately pay the deposit at the deposits desk. If the bidder wishes to bid on a subsequent lot then they may do so under the discretion of the auctioneers and pay the deposit once they are finished bidding. After placing the necessary deposit the successful bidder shall then immediately forthwith complete and sign the Minute of Preference and Enactment, the date of which shall be the date of the auction, and shall become bound and obliged for the sum offered by him. If the successful bidder acted as an Agent he must again give details of his Principal at the time of completing and signing the Minute of Preference and Enactment. In default the auctioneer will be entitled to re-submit the lot for sale or allocate a representative to sign the contract as offeror for the bidder & principal. A bid which does not reach the reserve price at the time of auction may be held provisionally by the auctioneer & submitted to the vendor of the property to be accepted or rejected. The bidder is held liable to their provisional bid price for 7 working days after the auction date. If the auctioneer does not return an answer to the bidder within this time then the bidder is not required to stand on their provisional bid. If the provisional bid is accepted then the bidder is required to proceed under auction terms immediately upon notification as follows. The contract for the sale of the lot shall be created upon the auctioneer accepting a bid from a purchaser, unless otherwise stated in the special conditions of sale, and the payment of a deposit shall not be a pre-condition of the contract. Where the sale of a lot is agreed pre or post auction then the payment of the deposit shall bind the purchaser to these terms and conditions of sale and the purchaser will proceed as per a regular auction sale. The auctioneers reserve the right to modify the specified date of entry in the auction contract as per any negotiation between purchaser and seller. Where a deposit payment is made by telephone or proxy form there shall be no cooling off period allowed. In default of the purchaser signing the contract the auctioneer will be entitled to allocate a representative to sign the contract as offeror for the bidder & principal.
If the purchaser is a Limited Company then:-
(a) The contract to purchase the lot shall be deemed to be entered into at the request of the successful bidder (“the Guarantor”)
(b) The Guarantor warrants that the purchaser is a properly constituted Limited Company of good standing and empowered to purchase any estate or interest in land in the United Kingdom and that the Guarantor has been duly authorised by the purchaser to bind the purchaser to purchase the lot.
(c) The Guarantor guarantees to the seller (as witnessed by the signature of the Guarantor on the Minute of Preference and Enactment which the Guarantor shall be deemed to sign as agent for the purchaser and as the Guarantor of the purchaser) as follows…
(i) That the Guarantor shall within five working days of any request therefore provide to the seller’s solicitors such evidence as they may reasonably require to verify the warranties given by the Guarantor under clause 3(b) hereof.
(ii) That the purchaser will observe and perform its obligations under this contract to purchase the lot and the Guarantor will pay and make good to and keep the seller indemnified in respect of all losses, actions, costs, expenses and damages of the seller arising by virtue of any breach by the purchaser of such obligations and the Guarantor’s liabilities to the seller hereunder shall not be released by any neglect or forbearance on the part of the seller in enforcing or giving time to the purchaser for the performance of the purchaser’s contract to purchase the lot. (iii) That if any liquidator of the purchaser shall disclaim this contract to purchase the lot then the seller may within 28 days from the date of such disclaimer give the Guarantor fourteen days written notice requiring the Guarantor to accept such disposition of the subjects contained in the lot upon the same terms (mutatis mutandis) as this contract (as if any such liquidator had not disclaimed the same) save that time shall be of the essence for the purpose of the date for completion which shall be on or before the expiry of such fourteen days notice and the Guarantor shall (in addition to the payment of all sums due from the purchaser to the seller under this contract) pay to the seller any interest which should have been payable to the seller by the purchaser but for such disclaimer.
4. Deposit A deposit of 10% of the purchase price (subject to a minimum of £3,000) shall be paid by the successful bidder or the purchaser forthwith after the sale of each lot to the auctioneers, “Future Auctions Ltd”, as Agents for the seller and stakeholder between the parties, and after the completion and subscription of the Minute of Preference and Enactment. Payment of the deposit must be made by clear funds in such manner as the auctioneers, in their sole discretion, accept. In addition to the deposit payable upon exchange of contracts, buyers will be required to pay an administration fee of 2.75% + VAT of the agreed sale price subject to a minimum fee of £2,750 + VAT. The deposit percentage or administration fee may be varied and any variation will be advertised on the online property schedule under the 'Terms of Sale' section. The amount advertised on the property schedule will take precedence if different to the standard terms on this page. If the successful bidder or purchaser fails to make the deposit, the auctioneer may re-sell the lot or require the immediately preceding bidder to complete the purchase at his last offer without prejudice to the seller’s right to claim damages against the purchaser for his failure. If a cheque given for the payment of the deposit is dishonored on presentation or if the purchaser fails to pay such deposit immediately after subscription of the Minute of Preference and Enactment, the seller will be entitled to treat this as being a repudiation of the contract and will be entitled to rescind the contract and re-sell the lot. Without prejudice to this the seller may still claim damages for repudiation of the contract against the purchaser. The auctioneer reserves the right to hold the Minute of Preference and Enactment until clear funds have been secured from the purchaser.
5. Date of Entry and Payment of Balance of Purchase price. The date of entry, when the balance of the purchase price is payable, shall take place on the date specified in the Special Conditions of Sale or, if not therein specified, twenty eight days from the date of the Auction or such earlier date as may be mutually agreed between Seller and the Purchaser. The purchase price will be exclusive of Value Added Tax (*VAT*). Should VAT Be chargeable on the Lot, the Seller reserves its right to charge VAT in addition to the purchase price, in exchange for a valid VAT invoice. If the balance of the purchase price has not been paid in full by 3pm on the date of Entry the Seller’s Solicitors shall be entitled to refuse to settle the transaction on that day or, as a condition of completing after 3pm on that day, to require that the next working day shall be deemed to be the date of entry for the purpose of calculating interest on the balance of the purchase price payable, and apportioning incomings and outgoings. Payment of the balance of the purchases price in full by 3pm on the date of entry is of the essence of the contract. In the event of the balance of the purchase price or any part thereof remaining outstanding as at the date of entry, the notwithstanding consignation or the fact that entry has not been taken by the Purchaser, the Purchaser shall be deemed to be in material breach of contract and further, interest will accrue in favour of the Seller at the rate of five per cent per annum above the Bank of Scotland plc base lending rate governing from time to time until full payment of the balance of the purchase price (including the interest accrued) is made or, in the event of the Seller exercising his option to rescind the contract, until such time as the Seller shall have completed re-sale of the Lot and received the re-sale price and further interest shall run on any shortfall between the balance of the purchase price hereunder and the re-sale price until such time as the shortfall shall have been paid to the Sellers. If the balance of the purchase price, with interest as aforesaid, is not paid in full by the date seven days after the date of entry the Seller will be entitled to treat the Purchaser as being in material breach of contract and will be entitled to rescind the contract without liability upon giving prior written notice to that effect to the Purchaser and, in such circumstances, the Purchaser’s deposit will be held to be forfeit to the Seller, without prejudice to the Seller’s right to claim damages for all loss, damage and expense suffered as a result of the breach of contract by the Purchaser, so far as such loss exceeds the deposit forfeited by the Purchaser, including interest on the balance of the purchase price calculated as set out in this clause. The auctioneer’s agreed sales commission is still payable by the vendor in the case that a purchaser is held in breach of contract. For the purpose of computation, the interest element of any claim by the Seller shall be deemed to be a liquidate penalty provision eligible notwithstanding the exercise by the Seller of his option to rescind the contract for non-payment of the price or any repudiation of the contract by the Purchaser. This clause and the commencement of accrual of interest as specified herein shall not have effect in any period during with non-payment by the Purchaser is attributable to fault on the part of the Seller or his agents. If for any reason the vendors are unable to complete the sale of Lot then all deposit monies will be returned to the purchaser. The purchaser agrees that the auctioneers & vendors will not be held liable for any expenses or loss of possible income incurred by the purchaser in this instance. Where a vendor decides to not or is unable to complete the sale of a property it will be the vendors sole responsibility and liability to return the full deposit monies including any commissions paid to the purchaser immediately. If there is a delay regarding the completion or the vendors ability to complete the sale then the date of entry may be extended at the sole discretion of the vendor and the buyers must accept the new date of entry.
6. Insurance The risk of damage or destruction of the Lot will pass to the Purchaser on the date of subscription of the Minute of Preference and Enactment by or on behalf of the Purchaser and the Purchaser shall make his own arrangements for insurance of the subjects with effect from that time. The Seller will be under no liability in respect of any damage to or destruction of the Lot from whatever cause as from this time. The purchaser will be bound to proceed with the purchase of the Lot notwithstanding damage to or destruction of the Lot from whatever cause.
7. Apportionment of Rents, Rates, Taxes etc The Purchaser will be entitled to any rents of the Lot purchased by him from and after the date of payment of the purchase price in full. All apportionments as between the Seller and the Purchaser of rent or other receipts or outgoings shall be made as at the date of entry on a day/year basis on the assumption of a 365 day year.
8. Planning and Related Matters The Purchaser shall be deemed to have made all necessary enquiries in connection with the planning position, the status of roads, footpaths, and main drains and generally all such other matters as are normally covered by Local Authority Searches and Property Enquiry Certificates and the Seller will not be required to produce and such certificates or Searches. All purchasers and prospective purchasers are deemed to have placed no reliance whatsoever on any sales evidence or lettings evidence which appears in the catalogue or websites, and all purchasers are advised to make their own enquiries with regards to sales evidence and letting potential on all properties. All purchasers and prospective purchasers are deemed to have placed no reliance whatsoever on any comments made either verbally or in the catalogue or on websites, with respect to; descriptions of any property or location, accommodation details or descriptions or statements, any rental guarantees, any sales evidence whatsoever, any lettings evidence whatsoever, any prospective development potential of any property which may be stated whatsoever, or anything which appears on the LOT page of any property whatsoever, auctioneers websites or may have been verbally said to all purchasers and prospective purchasers. The Purchaser shall assume that the present use of the lot is a permitted use under the Town and Country Planning (Scotland) Acts but no representation or warranty is given by or on behalf of the Seller and nothing communicated by or on behalf of the Auctioneers, whether verbally or in writing, will constitute such a representation or warranty by the Seller that such use is, will become or will continue to become a permitted use within these provisions. No warranty or representation is given by or on behalf of the Seller either as to the state or condition of the Lot or any part of it or as to whether the same subject to any schemes, resolutions, development orders, improvement notices or other proposals under the Housing Acts or other legislation or regulations. The Purchaser shall be deemed to purchase in all respects subject to such matters and warrants that he has and shall be deemed to have made all necessary local Searches and Enquiries prior to the Auction and to have full knowledge of all matters that would be disclosed thereby. Without prejudice to the foregoing provisions the Purchaser will accept full liability and responsibility for the cost of implementing any outstanding Statutory Notice issued by the Local Authority or by any other Authority.
9. Title The title will be taken as it stands and the Purchaser will be taken bound to have satisfied himself as to the validity and sufficiency of the title and the Seller’s right to the Lot and his ability to sell same. Without prejudice to the foregoing or to any other General or Special Condition of Sale, the Purchaser will be bound to accept the title subject to such burdens, conditions, rights of pre-emption, rights of redemption, restrictions on use, encumbrances as set out in Section 9 of the Land Registration etc. (Scotland) Act 2012 (the “2012 Act”) (whether specified or referred to in the title or not) and Caveats as defined in Part 6 of the 2012 Act which may be imposed or contained in the title or otherwise affect the Lot, and will be bound to comply therewith or obtain any necessary Waiver thereof all at his own expense. The minerals will be conveyed only in so far as the Seller has right thereto. The Seller has redeemed or will redeem all allocated feuduties and ground annuals exigible from the Lot. If neither the Seller nor the Purchaser can identify or trace the Superior, the feuduty will remain unredeemed. The Seller will not be required to allocate then redeem any existing unallocated feuduty. The Lot will be sold under burden of any servitudes and rights of wayleave for laying and maintaining sewers, drains, pipes, cables, telegraph and telephone poles, wires and stays that may be laid in, under, through or across the Lot. The Purchaser will free and relieve the Seller of all obligations incumbent upon the Seller to construct, uphold or maintain any items of common property and any fences, walls, drains, ditches, water supplies or other works within or in connection with the Lot. If the title to a Lot is not registered at The Land Register of Scotland (the “Land Register”) or in the Sasine Register, it will be deduced in accordance with the Special Conditions of Sale. The Seller shall be under no obligation to obtain any documents and evidence which the Keeper of the Land Register (the “Keeper”) may require to enable the Keeper to update or create (as the case may be) the Title Sheet of the Lot to disclose the Purchaser as the registered proprietor of the Lot, including (a) a plan or bounding description sufficient to enable the Lot to be identified on the cadastral map; and (b) evidence (such as a plans report) that (i) the description of the Lot in the title is habile to include the whole of the occupied extent and (ii) there is no conflict between the extent of the Lot and any registered cadastral units. Such documents and evidence shall be obtained by and at the sole expense of the Purchaser and shall not be warranted by the Seller. The Sellers’ Solicitors will be under no obligation to exhibit or deliver any evidence including consents, affidavits or renunciations required under or by virtue of the terms of the Matrimonial Homes (Family Protection)(Scotland) Act 1981 as amended or the Civil Partnership Act 2004.
10. Searches No Legal Reports, searches in the Register of Community Interests in Land or searches in the Register of Charges and Company Files for the Seller or any predecessors in title will be exhibited or delivered nor will any letters of non-crystallisation of any floating charge be exhibited or delivered in respect of any floating charge granted by the Seller or any predecessor in title. No Letter of Obligation will be delivered by the Seller’s Solicitors and no Advance Notice as defined in Section 56 of the 2012 Act will be applied for by the Seller in relation to the Disposition. The Seller will be responsible for the discharge of any recorded Standard Securities affecting the Lot. Where any Lot is being sold by the Seller as heritable creditor in possession no discharges of the Standard Security in favour of the Seller or of any pari passu or postponed Standard Securities will be exhibited or delivered. No discharges of any inhibitions registered against the granter of the said Standard Security in favour of the Seller as heritable creditor and dated after the date of registration of the said Standard Security shall be exhibited or delivered.
11. No Warranties The Lot is exposed for sale as it exists, tantum et tale, and not according to any advertisement thereof, nor this catalogue, nor any information of any nature whatsoever that may be communicated to the Purchaser at or before the date of the Auction. No warranty is given as to descriptions, extents, boundaries, advertisements, accommodation, rentals, rateable, value, feuduties, ground annuals or other payment, the allocation thereof, leases, burdens, servitudes, rights of way or wayleaves, whether formally constituted or not, building warrants, building warrant plans, certificates of completion, planning permissions, superior’s consents, planning or any orders, regulations or notices made by or issued by an authority, or any particulars, plans, documents or information given by the Seller or his agents. The Purchaser accepts that he has enquired and satisfied himself on all matters or otherwise he takes all risks. No warranty is given as to whether the Lot is affected by rights and interests of statutory undertakers including rights and interests relating to electricity sub-stations, generators and gas governors and that irrespective of whether such rights and interests are held under lease, title, missives or otherwise nor as to the extent to which the Lot is subject to or has the benefit of any leases and other rights of possession and occupancy or other third party interests. The Purchaser shall accept that vacant possession is given of the whole or any part of the Lot which is sold with vacant possession notwithstanding that there may be furniture, fittings or effects remaining therein and shall not be entitled to require the Seller to arrange for the removal of same, nor object to the taking of same, since the Seller gives no warranty as to the ownership of any moveable items situated within the Lot. The Purchaser is deemed to have satisfied themselves as to any lease agreement in place and accept the terms of any such agreement for the Lot. The Purchaser shall be bound to accept any exclusion or limitation of warranty on the updated or newly created (as the case may be) Title Sheet of the Lot (disclosing the Purchaser as the registered proprietor) in terms of Section 75 of the 2012 Act, and any entry, deed or diligence disclosed thereon, including any charging order under the Buildings (Recovery of Expenses) (Scotland) Act 2014 and any notice of potential liability for costs registered under the Tenements (Scotland) Act 2004 or the Title Conditions (Scotland) Act 2003). The Principal Articles of Roup, Special Conditions of Sale and the title deeds relating to the Lot and all subsidiary documentation will be available prior to the date of the Auction for inspection at the offices of the Auctioneers or within the auction rooms as specified in the Auction Catalogue at any time during normal office hours by prior appointment and the Purchaser whether inspecting the same or not shall be deemed to purchase with full knowledge of the contents thereof and the Purchaser shall raise no objection thereto or requisition thereon whatsoever. In relation to tenanted properties purchasers are expected to satisfy themselves as to any lease agreements or stated rental prices. Rent payable may be less or more than stated in catalogue. Purchasers are deemed to accept the current terms of any tenancy whether or not stated in the auction particulars.
12. Claims The Purchaser shall relieve the Seller of all claims in any way competent to tenants or others whether such claims arise be agreement or at Common Law or by Statute and all payments or charges, in respect of repairs, whether payable in one sum or by instalments and whether arising from statute, by Local Authority Notice at Common Law or otherwise and no warranty is expressed in respect of the condition of the property which shall be accepted by the Purchaser as found.
13. Disposition or Assignation On the date of entry and in exchange for payment of the whole purchase price and interest thereon (if any) the Seller shall deliver to the Purchaser (i) a duly executed Disposition or Assignation of the Lot in favour of the Purchaser and under the reservations, burdens, conditions and others referred to in the title deeds of the Lot or otherwise affecting the same; and (ii) any occupancy, tenancy or lease documentation relating to the Lot. Any current lets, servitudes, rights of possession and other rights however constituted shall be excluded from the warrandice to be granted in said Disposition. The Seller will not be required to convey, transfer or assign the whole or any part of the Lot to any person or body other than the Purchaser for Guarantor if the Purchaser defaults or its liquidator disclaims the contract nor shall the Seller be required to execute a Disposition or Assignation other than of the whole Lot nor at a price different from that stated in the Minute of Preference and Enactment.
14. Judge of the Roup The Judge of the Roup shall be the Auctioneer named in any Minute of Preference and Enactment and shall have power to determine whatever questions or differences may occur at the Auction between Seller and a bidder or among the bidders themselves in relation to the foresaid Auction, to prefer the highest bidder and also to adjourn the Auction from time to time.
15. Completion. Notwithstanding the delivery of the Disposition or any Assignation in favour of the Purchaser, these General Conditions of Sale, any Special Conditions of Sale, the Articles of Roup and the Minute of Preference and Enactment to follow thereon will form a continuing and enforceable contract, except in so far as fully implemented thereby, but the contract shall cease to be enforceable after a period of six months from the date of entry. In any case which a memorandum of sale is signed in place of a Minute of Preference and Enactment and Articles of Roup then the purchaser is responsible to ensure that the sale proceeds under the principles of these terms and conditions and that the deposit is paid as such and an offer is submitted immediately to the vendors solicitor without condition utilising these terms & conditions. Should any contracts be incorrectly executed and there be a discrepancy or disagreement on the terms, prices and parties of the contract then referral will be made to the auctioneer’s auction notes and any applicable evidence. Failure of a vendor to produce a home report or EPC when required does not constitute breach of contract on behalf of the vendor. The vendor has a duty to produce a home report as specified by law and interpreted by the vendor. The auctioneers will make all attempts to ensure necessary documentation is requested when required but may not be held liable for the vendor’s actions who are ultimately responsible for the cost and production of the home report and EPC.
16. Misrepresentation All statements made in the Particulars of Sale are made without responsibility on the part of the Auctioneers or Seller and are statements of opinions and are not to be taken as or implying a statement or representation of fact. Any Purchaser shall be deemed to have satisfied himself by inspection or otherwise as to the correctness of each statement contained in the Particulars. Neither the Seller nor Auctioneers make or give any representation or warranty in relation to any aspect of the Lot nor have the Auctioneers or any person in the employment of the Auctioneers any authority to do so on the Sellers behalf. The Purchaser acknowledges that he does not place and has not placed any reliance whatsoever on any statements or representations, in writing or otherwise, made, or alleged to have been made by or on behalf of the Seller.
17. Applicable Law The Law of Scotland shall apply to the interpretation of these General Conditions of Sale and any Minute of Preference and Enactment following hereon, and the Articles of Roup and the Seller and the Purchaser, by subscription of the relevant Minute of Preference and Enactment, will thereby prorogate the jurisdiction of the Sheriff Court in Scotland and bind themselves to submit to the jurisdiction of the said Sheriff Court in relation to all actions arising out of these presents.
18. Arbitration If any questions arise regarding the true meaning and intent of the Articles of Roup or the Minute of Preference and Enactment or the rights and obligations of the parties under the same or otherwise affecting the Lot, every such question shall be submitted on the application of either party to the amicable decision of any arbiter having experience in residential or commercial property as the case may be to be appointed by the President of the Law Society of Scotland, whose decision shall be conclusive and binding on all concerned. The terms of Section 3 of the Administration of Justice (Scotland) Act 1972 are expressly excluded.
Terms & Conditions of Sale - ENGLAND
The AUCTION CONDUCT CONDITIONS (as supplemented or varied by CONDITION A6, if applicable) are a compulsory section of the Common AUCTION Conditions. They cannot be disapplied or varied without OUR agreement, even by a CONDITION purporting to replace the Common AUCTION Conditions in their entirety.
A1 Introduction A1.1 The AUCTION CONDUCT CONDITIONS apply wherever the LOT is located. A1.2 If YOU make a bid for a LOT or otherwise participate in the AUCTION it is on the basis that YOU accept these AUCTION CONDUCT CONDITIONS. They govern OUR relationship with YOU. They can be varied only if WE agree.
A2 OUR role A2.1 As agents for each SELLER we have authority to (a) prepare the CATALOGUE from information supplied by or on behalf of each SELLER; (b) offer each LOT for sale; (c) sell each LOT; (d) receive and hold deposits; (e) sign each SALE MEMORANDUM; and (f) treat a CONTRACT as repudiated if the BUYER fails to sign a SALE MEMORANDUM or pay a deposit as required by these AUCTION CONDUCT CONDITIONS or fails to provide identification as required by the AUCTIONEERS. A2.2 OUR decision on the conduct of the AUCTION is final. A2.3 WE may cancel the AUCTION, or alter the order in which LOTS are offered for sale. WE may also combine or divide LOTS. A LOT may be sold or withdrawn from sale prior to the AUCTION. A2.4 YOU acknowledge that to the extent permitted by law WE owe YOU no duty of care and YOU have no claim against US for any loss. A2.5 WE may refuse to admit one or more persons to the AUCTION without having to explain why. A2.6 YOU may not be allowed to bid unless YOU provide such evidence of YOUR identity and other information as WE reasonably require from all bidders.
A3 Bidding and reserve PRICEs A3.1 All bids are to be made in pounds sterling exclusive of VAT. A3.2 WE may refuse to accept a bid. WE do not have to explain why. A3.3 If there is a dispute over bidding WE are entitled to resolve it, and OUR decision is final. A3.4 Unless stated otherwise each LOT is subject to a reserve PRICE (which may be fixed just before the LOT is offered for sale). If no bid equals or exceeds that reserve PRICE the LOT will be withdrawn from the AUCTION. A3.5 Where there is a reserve PRICE the SELLER may bid (or ask US or another agent to bid on the SELLER’s behalf) up to the reserve PRICE but may not make a bid equal to or exceeding the reserve PRICE. YOU accept that it is possible that all bids up to the reserve PRICE are bids made by or on behalf of the SELLER.
A4 The PARTICULARS and other information A4.1 WE have taken reasonable care to prepare PARTICULARS that correctly describe each LOT. The PARTICULARS are based on information supplied by or on behalf of the SELLER. YOU need to check that the information in the PARTICULARS is correct. A4.2 If the SPECIAL CONDITIONS do not contain a description of the LOT, or simply refer to the relevant LOT number, you take the risk that the description contained in the PARTICULARS is incomplete or inaccurate, as the PARTICULARS have not been prepared by a conveyancer and are not intended to form part of a legal CONTRACT. A4.3 The PARTICULARS and the SALE CONDITIONS may change prior to the AUCTION and it is YOUR responsibility to check that YOU have the correct versions. A4.4 If WE provide information, or a copy of a DOCUMENT, WE do so only on the basis that WE are not responsible for the accuracy of that information or DOCUMENT. A5 The CONTRACT
A5.1 A successful bid is one WE accept as such (normally on the fall of the hammer). This CONDITION A5 applies to YOU only if YOU make the successful bid for a LOT. RICS 7 rics.org A5.2 YOU are obliged to buy the LOT on the terms of the SALE MEMORANDUM at the PRICE YOU bid (plus VAT, if applicable). A5.3 YOU must before leaving the AUCTION (a) provide all information WE reasonably need from YOU to enable US to complete the SALE MEMORANDUM (including proof of your identity if required by US); (b) sign the completed SALE MEMORANDUM; and (c) pay the deposit. A5.4 If YOU do not WE may either (a) as agent for the SELLER treat that failure as YOUR repudiation of the CONTRACT and offer the LOT for sale again: the SELLER may then have a claim against YOU for breach of CONTRACT; or (b) sign the SALE MEMORANDUM on YOUR behalf. A5.5 The deposit (a) must be paid in pounds sterling by cheque or by bankers’ draft made payable to US (or, at OUR option, the SELLER’S conveyancer) drawn on an APPROVED FINANCIAL INSTITUTION (CONDITION A6 may state if WE accept any other form of payment); (b) may be declined by US unless drawn on YOUR account, or that of the BUYER, or of another person who (we are satisfied) would not expose US to a breach of money laundering regulations; (c) is to be held by US (or, at OUR option, the SELLER’S conveyancer); and (d) is to be held as stakeholder where VAT would be chargeable on the deposit were it to be held as agent for the SELLER, but otherwise is to be held as stakeholder unless the SALE CONDITIONS require it to be held as agent for the SELLER. A5.6 WE may retain the SALE MEMORANDUM signed by or on behalf of the SELLER until the deposit has been received in cleared funds. A5.7 Where WE hold the deposit as stakeholder WE are authorised to release it (and interest on it if applicable) to the SELLER on COMPLETION or, if COMPLETION does not take place, to the person entitled to it under the SALE CONDITIONS. A5.8 If the BUYER does not comply with its obligations under the CONTRACT then (a) YOU are personally liable to buy the LOT even if YOU are acting as an agent; and (b) YOU must indemnify the SELLER in respect of any loss the SELLER incurs as a result of the BUYER’s default. A5.9 Where the BUYER is a company YOU warrant that the BUYER is properly constituted and able to buy the LOT.
A6 Extra Auction Conduct Conditions A6.1 Despite any SPECIAL CONDITION to the contrary the minimum deposit WE accept is £......(or the total PRICE, if less). A SPECIAL CONDITION may, however, require a higher minimum deposit. 8 RICS Common Auction Conditions for Real Estate Auctions General Conditions of Sale Words in small capitals have the special meanings defined in the Glossary. The GENERAL CONDITIONS (as WE supplement or change them by any EXTRA GENERAL CONDITIONS or ADDENDUM) are compulsory but may be disapplied or changed in relation to one or more LOTS by SPECIAL CONDITIONS. The template form of SALE MEMORANDUM is not compulsory but is to be varied only if WE agree. The template forms of SPECIAL CONDITIONS and schedules are recommended, but are not compulsory and may be changed by the SELLER of a LOT.
G1 The LOT G1.1 The LOT (including any rights to be granted or reserved, and any exclusions from it) is described in the SPECIAL CONDITIONS, or if not so described is that referred to in the SALE MEMORANDUM. G1.2 The LOT is sold subject to any TENANCIES disclosed by the SPECIAL CONDITIONS, but otherwise with vacant possession on COMPLETION. G1.3 The LOT is sold subject to all matters contained or referred to in the DOCUMENTS. The SELLER must discharge FINANCIAL CHARGES on or before COMPLETION. G1.4 The LOT is also sold subject to such of the following as may affect it, whether they arise before or after the CONTRACT DATE and whether or not they are disclosed by the SELLER or are apparent from inspection of the LOT or from the DOCUMENTS: (a) matters registered or capable of registration as local land charges; (b) matters registered or capable of registration by any competent authority or under the provisions of any statute; (c) notices, orders, demands, proposals and requirements of any competent authority; (d) charges, notices, orders, restrictions, agreements and other matters relating to town and country planning, highways or public health; (e) rights, easements, quasi-easements, and wayleaves; (f) outgoings and other liabilities; (g) any interest which overrides, under the Land Registration Act 2002; (h) matters that ought to be disclosed by the searches and enquiries a prudent BUYER would make, whether or not the BUYER has made them; and (i) anything the SELLER does not and could not reasonably know about. G1.5 Where anything subject to which the LOT is sold would expose the SELLER to liability the BUYER is to comply with it and indemnify the SELLER against that liability. G1.6 The SELLER must notify the BUYER of any notices, orders, demands, proposals and requirements of any competent authority of which it learns after the CONTRACT DATE but the BUYER must comply with them and keep the SELLER indemnified. G1.7 The LOT does not include any tenant’s or trade fixtures or fittings. The SPECIAL CONDITIONS state whether any chattels are included in the LOT, but if they are: (a) the BUYER takes them as they are at COMPLETION and the SELLER is not liable if they are not fit for use, and (b) the SELLER is to leave them at the LOT. G1.8 The BUYER buys with full knowledge of (a) the DOCUMENTS, whether or not the BUYER has read them; and (b) the physical condition of the LOT and what could reasonably be discovered on inspection of it, whether or not the BUYER has inspected it. G1.9 The BUYER admits that it is not relying on the information contained in the PARTICULARS or on any representations made by or on behalf of the SELLER but the BUYER may rely on the SELLER’S conveyancer’s written replies to written enquiries to the extent stated in those replies.
G2 Deposit G2.1 The amount of the deposit is the greater of: (a) any minimum deposit stated in the AUCTION CONDUCT CONDITIONS (or the total PRICE, if this is less than that minimum); and (b) 10% of the PRICE (exclusive of any VAT on the PRICE). G2.2 If a cheque for all or part of the deposit is not cleared on first presentation the SELLER may treat the CONTRACT as at an end and bring a claim against the BUYER for breach of CONTRACT. G2.3 Interest earned on the deposit belongs to the SELLER unless the SALE CONDITIONS provide otherwise.
G3 Between CONTRACT and COMPLETION G3.1 From the CONTRACT DATE the SELLER has no obligation to insure the LOT and the BUYER bears all risks of loss or damage unless RICS 9 rics.org (a) the LOT is sold subject to a TENANCY that requires the SELLER to insure the LOT or (b) the SPECIAL CONDITIONS require the SELLER to insure the LOT. G3.2 If the SELLER is required to insure the LOT then the SELLER (a) must produce to the BUYER on request all relevant insurance details; (b) must use reasonable endeavours to maintain that or equivalent insurance and pay the premiums when due; (c) gives no warranty as to the adequacy of the insurance; (d) must at the request of the BUYER use reasonable endeavours to have the BUYER’s interest noted on the policy if it does not cover a contracting purchaser; (e) must, unless otherwise agreed, cancel the insurance at COMPLETION, apply for a refund of premium and (subject to the rights of any tenant or other third party) pay that refund to the BUYER; and (f) (subject to the rights of any tenant or other third party) hold on trust for the BUYER any insurance payments that the SELLER receives in respect of loss or damage arising after the CONTRACT DATE, or assign to the BUYER the benefit of any claim; and the BUYER must on COMPLETION reimburse to the SELLER the cost of that insurance as from the CONTRACT DATE (to the extent not already paid by the BUYER or a tenant or other third party). G3.3 No damage to or destruction of the LOT, nor any deterioration in its condition, however caused, entitles the BUYER to any reduction in PRICE, or to delay COMPLETION, or to refuse to complete. G3.4 Section 47 of the Law of Property Act 1925 does not apply to the CONTRACT. G3.5 Unless the BUYER is already lawfully in occupation of the LOT the BUYER has no right to enter into occupation prior to COMPLETION.
G4 Title and identity G4.1 Unless CONDITION G4.2 applies, the BUYER accepts the title of the SELLER to the LOT as at the CONTRACT DATE and may raise no requisition or objection to any of the DOCUMENTS that is made available before the AUCTION or any other matter, except one that occurs after the CONTRACT DATE. G4.2 The following provisions apply only to any of the following DOCUMENTS that is not made available before the AUCTION: (a) If the LOT is registered land the SELLER is to give to the BUYER within five BUSINESS DAYS of the CONTRACT DATE an official copy of the entries on the register and title plan and, where noted on the register, of all DOCUMENTS subject to which the LOT is being sold. (b) If the LOT is not registered land the SELLER is to give to the BUYER within five BUSINESS DAYS of the CONTRACT DATE an abstract or epitome of title starting from the root of title mentioned in the SPECIAL CONDITIONS (or, if none is mentioned, a good root of title more than fifteen years old) and must produce to the BUYER the original or an examined copy of every relevant DOCUMENT. (c) If title is in the course of registration, title is to consist of: (i) certified copies of the application for registration of title made to the Land Registry and of the DOCUMENTS accompanying that application; (ii) evidence that all applicable stamp duty land tax relating to that application has been paid; and (iii) a letter under which the SELLER or its conveyancer agrees to use all reasonable endeavours to answer any requisitions raised by the Land Registry and to instruct the Land Registry to send the completed registration DOCUMENTS to the BUYER. (d) The BUYER has no right to object to or make requisitions on any title information more than seven BUSINESS DAYS after that information has been given to the BUYER. G4.3 Unless otherwise stated in the SPECIAL CONDITIONS the SELLER sells with full title guarantee except that (and the TRANSFER shall so provide): (a) the covenant set out in section 3 of the Law of Property (Miscellaneous Provisions) Act 1994 shall not extend to matters recorded in registers open to public inspection; these are to be treated as within the actual knowledge of the BUYER; and (b) the covenant set out in section 4(1)(b) of the Law of Property (Miscellaneous Provisions) Act 1994 shall not extend to any condition or tenant’s obligation relating to the state or condition of the LOT where the LOT is leasehold property. G4.4 The TRANSFER is to have effect as if expressly subject to all matters subject to which the LOT is sold under the CONTRACT. G4.5 The SELLER does not have to produce, nor may the BUYER object to or make a requisition in relation to, any prior or superior title even if it is referred to in the DOCUMENTS. 10 RICS Common Auction Conditions for Real Estate Auctions G4.6 The SELLER (and, if relevant, the BUYER) must produce to each other such confirmation of, or evidence of, their identity and that of their mortgagees and attorneys (if any) as is necessary for the other to be able to comply with applicable Money Laundering Regulations and Land Registry Rules.
G5 TRANSFER G5.1 Unless a form of TRANSFER is prescribed by the SPECIAL CONDITIONS (a) the BUYER must supply a draft TRANSFER to the SELLER at least ten BUSINESS DAYS before the AGREED COMPLETION DATE and the engrossment (signed as a deed by the BUYER if CONDITION G5.2 applies) five BUSINESS DAYS before that date or (if later) two BUSINESS DAYS after the draft has been approved by the SELLER; and (b) the SELLER must approve or revise the draft TRANSFER within five BUSINESS DAYS of receiving it from the BUYER. G5.2 If the SELLER has any liability (other than to the BUYER) in relation to the LOT or a TENANCY following COMPLETION, the BUYER is specifically to covenant in the TRANSFER to indemnify the SELLER against that liability. G5.3 The SELLER cannot be required to TRANSFER the LOT to anyone other than the BUYER, or by more than one TRANSFER. G5.4 Where the SPECIAL CONDITIONS state that the SELLER is to grant a new lease to the BUYER (a) the CONDITIONS are to be read so that the TRANSFER refers to the new lease, the SELLER to the proposed landlord and the BUYER to the proposed tenant; (b) the form of new lease is that described by the SPECIAL CONDITIONS; and (c) the SELLER is to produce, at least five BUSINESS DAYS before the AGREED COMPLETION DATE, the engrossed counterpart lease, which the BUYER is to sign and deliver to the SELLER on COMPLETION.
G6 COMPLETION G6.1 COMPLETION is to take place at the offices of the SELLER’S conveyancer, or where the SELLER may reasonably require, on the AGREED COMPLETION DATE. The SELLER can only be required to complete on a BUSINESS DAY and between the hours of 0930 and 1700. G6.2 The amount payable on COMPLETION is the balance of the PRICE adjusted to take account of apportionments plus (if applicable) VAT and interest, but no other amounts unless specified in the SPECIAL CONDITIONS. G6.3 Payment is to be made in pounds sterling and only by (a) direct TRANSFER from the BUYER’s conveyancer to the SELLER’S conveyancer; and (b) the release of any deposit held by a stakeholder or in such other manner as the SELLER’S conveyancer may agree. G6.4 Unless the SELLER and the BUYER otherwise agree, COMPLETION cannot take place until both have complied with the obligations under the CONTRACT that they are obliged to comply with prior to COMPLETION, and the amount payable on COMPLETION is unconditionally received in the SELLER’S conveyancer’s client account or as otherwise required by the terms of the CONTRACT. G6.5 If COMPLETION takes place after 1400 hours for a reason other than the SELLER’S default it is to be treated, for the purposes of apportionment and calculating interest, as if it had taken place on the next BUSINESS DAY. G6.6 Where applicable the CONTRACT remains in force following COMPLETION.
G7 Notice to complete G7.1 The SELLER or the BUYER may on or after the AGREED COMPLETION DATE but before COMPLETION give the other notice to complete within ten BUSINESS DAYS (excluding the date on which the notice is given) making time of the essence. G7.2 The person giving the notice must be READY TO COMPLETE. G7.3 If the BUYER fails to comply with a notice to complete the SELLER may, without affecting any other remedy the SELLER has: (a) terminate the CONTRACT; (b) claim the deposit and any interest on it if held by a stakeholder; (c) forfeit the deposit and any interest on it; (d) resell the LOT; and (e) claim damages from the BUYER. G7.4 If the SELLER fails to comply with a notice to complete the BUYER may, without affecting any other remedy the BUYER has: (a) terminate the CONTRACT; and (b) recover the deposit and any interest on it from the SELLER or, if applicable, a stakeholder. RICS 11 rics.org
G8 If the CONTRACT is brought to an end If the CONTRACT is lawfully brought to an end: (a) the BUYER must return all papers to the SELLER and appoints the SELLER its agent to cancel any registration of the CONTRACT; and (b) the SELLER must return the deposit and any interest on it to the BUYER (and the BUYER may claim it from the stakeholder, if applicable) unless the SELLER is entitled to forfeit the deposit under CONDITION G7.3.
G9 Landlord’s licence G9.1 Where the LOT is or includes leasehold land and licence to assign or sublet is required this CONDITION G9 applies. G9.2 The CONTRACT is conditional on that licence being obtained, by way of formal licence if that is what the landlord lawfully requires. G9.3 The AGREED COMPLETION DATE is not to be earlier than the date five BUSINESS DAYS after the SELLER has given notice to the BUYER that licence has been obtained (“licence notice”). G9.4 The SELLER must (a) use all reasonable endeavours to obtain the licence at the SELLER’S expense; and (b) enter into any Authorised Guarantee Agreement (“AGA”) properly required (procuring a guarantee of that AGA if lawfully required by the landlord). G9.5 The BUYER must promptly (a) provide references and other relevant information; and (b) comply with the landlord’s lawful requirements. G9.6 If within three months of the CONTRACT DATE (or such longer period as the SELLER and BUYER agree) the SELLER has not given licence notice to the BUYER the SELLER or the BUYER may (if not then in breach of any obligation under this CONDITION G9) by notice to the other terminate the CONTRACT at any time before the SELLER has given licence notice. That termination is without prejudice to the claims of either SELLER or BUYER for breach of this CONDITION G9.
G10 Interest and apportionments G10.1 If the ACTUAL COMPLETION DATE is after the AGREED COMPLETION DATE for any reason other than the SELLER’S default the BUYER must pay interest at the INTEREST RATE on the money due from the BUYER at COMPLETION for the period starting on the AGREED COMPLETION DATE and ending on the ACTUAL COMPLETION DATE. G10.2 Subject to CONDITION G11 the SELLER is not obliged to apportion or account for any sum at COMPLETION unless the SELLER has received that sum in cleared funds. The SELLER must promptly pay to the BUYER after COMPLETION any sum to which the BUYER is entitled that the SELLER subsequently receives in cleared funds. G10.3 Income and outgoings are to be apportioned at the ACTUAL COMPLETION DATE unless: (a) the BUYER is liable to pay interest; and (b) the SELLER has given notice to the BUYER at any time up to COMPLETION requiring apportionment on the date from which interest becomes payable by the BUYER; in which event income and outgoings are to be apportioned on the date from which interest becomes payable by the BUYER. G10.4 Apportionments are to be calculated on the basis that: (a) the SELLER receives income and is liable for outgoings for the whole of the day on which apportionment is to be made; (b) annual income and expenditure accrues at an equal daily rate assuming 365 days in a year (or 366 in a leap year), and income and expenditure relating to some other period accrues at an equal daily rate during the period to which it relates; and (c) where the amount to be apportioned is not known at COMPLETION apportionment is to be made by reference to a reasonable estimate and further payment is to be made by SELLER or BUYER as appropriate within five BUSINESS DAYS of the date when the amount is known. G10.5 If a payment due from the BUYER to the SELLER on or after COMPLETION is not paid by the due date, the BUYER is to pay interest to the SELLER at the INTEREST RATE on that payment from the due date up to and including the date of payment.
G11. ARREARS Part 1 – Current rent G11.1 “Current rent” means, in respect of each of the TENANCIES subject to which the LOT is sold, the instalment of rent and other sums payable by the tenant on the most recent rent payment date on or within four months preceding COMPLETION. G11.2 If on COMPLETION there are any ARREARS of current rent the BUYER must pay them, whether or not details of those ARREARS are given in the SPECIAL CONDITIONS. G11.3 Parts 2 and 3 of this CONDITION G11 do not apply to ARREARS of current rent. 12 RICS Common Auction Conditions for Real Estate Auctions Part 2 – BUYER to pay for ARREARS G11.4 Part 2 of this CONDITION G11 applies where the SPECIAL CONDITIONS give details of ARREARS. G11.5 The BUYER is on COMPLETION to pay, in addition to any other money then due, an amount equal to all ARREARS of which details are set out in the SPECIAL CONDITIONS. G11.6 If those ARREARS are not OLD ARREARS the SELLER is to assign to the BUYER all rights that the SELLER has to recover those ARREARS. Part 3 – BUYER not to pay for ARREARS G11.7 Part 3 of this CONDITION G11 applies where the SPECIAL CONDITIONS (a) so state; or (b) give no details of any ARREARS. G11.8 While any ARREARS due to the SELLER remain unpaid the BUYER must: (a) try to collect them in the ordinary course of management but need not take legal proceedings or forfeit the TENANCY; (b) pay them to the SELLER within five BUSINESS DAYS of receipt in cleared funds (plus interest at the INTEREST RATE calculated on a daily basis for each subsequent day’s delay in payment); (c) on request, at the cost of the SELLER, assign to the SELLER or as the SELLER may direct the right to demand and sue for OLD ARREARS, such assignment to be in such form as the SELLER’S conveyancer may reasonably require; (d) if reasonably required, allow the SELLER’S conveyancer to have on loan the counterpart of any TENANCY against an undertaking to hold it to the BUYER’s order; (e) not without the consent of the SELLER release any tenant or surety from liability to pay ARREARS or accept a surrender of or forfeit any TENANCY under which ARREARS are due; and (f) if the BUYER disposes of the LOT prior to recovery of all ARREARS obtain from the BUYER’S successor in title a covenant in favour of the SELLER in similar form to part 3 of this CONDITION G11. G11.9 Where the SELLER has the right to recover ARREARS it must not without the BUYER’S written consent bring insolvency proceedings against a tenant or seek the removal of goods from the LOT.
G12 Management G12.1 This CONDITION G12 applies where the LOT is sold subject to TENANCIES. G12.2 The SELLER is to manage the LOT in accordance with its standard management policies pending COMPLETION. G12.3 The SELLER must consult the BUYER on all management issues that would affect the BUYER after COMPLETION (such as, but not limited to, an application for licence; a rent review; a variation, surrender, agreement to surrender or proposed forfeiture of a TENANCY; or a new TENANCY or agreement to grant a new TENANCY) and: (a) the SELLER must comply with the BUYER’s reasonable requirements unless to do so would (but for the indemnity in paragraph (c)) expose the SELLER to a liability that the SELLER would not otherwise have, in which case the SELLER may act reasonably in such a way as to avoid that liability; (b) if the SELLER gives the BUYER notice of the SELLER’s intended act and the BUYER does not object within five BUSINESS DAYS giving reasons for the objection the SELLER may act as the SELLER intends; and (c) the BUYER is to indemnify the SELLER against all loss or liability the SELLER incurs through acting as the BUYER requires, or by reason of delay caused by the BUYER.
G13 Rent deposits G13.1 Where any TENANCY is an assured shorthold TENANCY, the SELLER and the BUYER are to comply with their respective statutory duties in relation to the protection of tenants’ deposits, and to demonstrate in writing to the other (before COMPLETION, so far as practicable) that they have complied. G13.2 The remainder of this CONDITION G13 applies where the SELLER is holding or otherwise entitled to money by way of rent deposit in respect of a TENANCY. In this CONDITION G13 “rent deposit deed” means the deed or other DOCUMENT under which the rent deposit is held. G13.3 If the rent deposit is not assignable the SELLER must on COMPLETION hold the rent deposit on trust for the BUYER and, subject to the terms of the rent deposit deed, comply at the cost of the BUYER with the BUYER’s lawful instructions. G13.4 Otherwise the SELLER must on COMPLETION pay and assign its interest in the rent deposit to the BUYER under an assignment in which the BUYER covenants with the SELLER to: (a) observe and perform the SELLER’s covenants and conditions in the rent deposit deed and indemnify the SELLER in respect of any breach; (b) give notice of assignment to the tenant; and (c) give such direct covenant to the tenant as may be required by the rent deposit deed. RICS 13 rics.org
G14 VAT G14.1 Where a SALE CONDITION requires money to be paid or other consideration to be given, the payer must also pay any VAT that is chargeable on that money or consideration, but only if given a valid VAT invoice. G14.2 Where the SPECIAL CONDITIONS state that no VAT OPTION has been made the SELLER confirms that none has been made by it or by any company in the same VAT group nor will be prior to COMPLETION.
G15 TRANSFER as a going concern G15.1 Where the SPECIAL CONDITIONS so state: (a) the SELLER and the BUYER intend, and will take all practicable steps (short of an appeal) to procure, that the sale is treated as a TRANSFER of a going concern; and (b) this CONDITION G15 applies. G15.2 The SELLER confirms that the SELLER: (a) is registered for VAT, either in the SELLER’S name or as a member of the same VAT group; and (b) has (unless the sale is a standard-rated supply) made in relation to the LOT a VAT OPTION that remains valid and will not be revoked before COMPLETION. G15.3 The BUYER confirms that (a) it is registered for VAT, either in the BUYER’S name or as a member of a VAT group; (b) it has made, or will make before COMPLETION, a VAT OPTION in relation to the LOT and will not revoke it before or within three months after COMPLETION; (c) article 5(2B) of the Value Added Tax (Special Provisions) Order 1995 does not apply to it; and (d) it is not buying the LOT as a nominee for another person. G15.4 The BUYER is to give to the SELLER as early as possible before the AGREED COMPLETION DATE evidence (a) of the BUYER’S VAT registration; (b) that the BUYER has made a VAT OPTION; and (c) that the VAT OPTION has been notified in writing to HM Revenue and Customs; and if it does not produce the relevant evidence at least two BUSINESS DAYS before the AGREED COMPLETION DATE, CONDITION G14.1 applies at COMPLETION. G15.5 The BUYER confirms that after COMPLETION the BUYER intends to (a) retain and manage the LOT for the BUYER’S own benefit as a continuing business as a going concern subject to and with the benefit of the TENANCIES; and (b) collect the rents payable under the TENANCIES and charge VAT on them. G15.6 If, after COMPLETION, it is found that the sale of the LOT is not a TRANSFER of a going concern then: (a) the SELLER’s conveyancer is to notify the BUYER’s conveyancer of that finding and provide a VAT invoice in respect of the sale of the LOT; (b) the BUYER must within five BUSINESS DAYS of receipt of the VAT invoice pay to the SELLER the VAT due; and (c) if VAT is payable because the BUYER has not complied with this CONDITION G15, the BUYER must pay and indemnify the SELLER against all costs, interest, penalties or surcharges that the SELLER incurs as a result.
G16 Capital allowances G16.1 This CONDITION G16 applies where the SPECIAL CONDITIONS state that there are capital allowances available in respect of the LOT. G16.2 The SELLER is promptly to supply to the BUYER all information reasonably required by the BUYER in connection with the BUYER’s claim for capital allowances. G16.3 The value to be attributed to those items on which capital allowances may be claimed is set out in the SPECIAL CONDITIONS. G16.4 The SELLER and BUYER agree: (a) to make an election on COMPLETION under Section 198 of the Capital Allowances Act 2001 to give effect to this CONDITION G16; and (b) to submit the value specified in the SPECIAL CONDITIONS to HM Revenue and Customs for the purposes of their respective capital allowance computations.
G17 Maintenance agreements G17.1 The SELLER agrees to use reasonable endeavours to TRANSFER to the BUYER, at the BUYER’s cost, the benefit of the maintenance agreements specified in the SPECIAL CONDITIONS. G17.2 The BUYER must assume, and indemnify the SELLER in respect of, all liability under such agreements from the ACTUAL COMPLETION DATE. 14 RICS Common Auction Conditions for Real Estate Auctions
G18 Landlord and Tenant Act 1987 G18.1 This CONDITION G18 applies where the sale is a relevant disposal for the purposes of part I of the Landlord and Tenant Act 1987 G18.2 The SELLER warrants that the SELLER has complied with sections 5B and 7 of that Act and that the requisite majority of qualifying tenants has not accepted the offer.
G19 Sale by PRACTITIONER G19.1 This CONDITION G19 applies where the sale is by a PRACTITIONER either as SELLER or as agent of the SELLER. G19.2 The PRACTITIONER has been duly appointed and is empowered to sell the LOT. G19.3 Neither the PRACTITIONER nor the firm or any member of the firm to which the PRACTITIONER belongs has any personal liability in connection with the sale or the performance of the SELLER’s obligations. The TRANSFER is to include a declaration excluding that personal liability. G19.4 The LOT is sold (a) in its condition at COMPLETION; (b) for such title as the SELLER may have; and (c) with no title guarantee; and the BUYER has no right to terminate the CONTRACT or 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: (a) that payments that the tenant has made on account exceed attributable service charge RICS 15 rics.org expenditure, the SELLER must pay to the BUYER an amount equal to that excess when it provides the service charge account; or (b) that attributable service charge expenditure exceeds payments made on account, the BUYER must use all reasonable endeavours to recover the shortfall from the tenant as soon as practicable and promptly pay the amount so recovered to the SELLER; 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 16 RICS Common Auction Conditions for Real Estate Auctions 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 the 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 the 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 CONTRACTs (Rights of Third Parties) Act 1999.
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