A G R E E M E N T F O R S A L E
Incorporating the Standard Conditions of Sale (Fifth Edition)
THIS CONTRACT is dated
PARTIES
(1) GEORGE GILBERT ALLISON of Dale Forge, Ravenstonedale, Kirkby Stephen CA17 4NQ and
KENNETH ALLISON of Ravenpark, Kirkby Stephen, Cumbria CA17 4SW ( the Sellers ).
(2) ( the Buyer ).
AGREED TERMS
Property: Lot(s) as more particularly described in the Sales
Particulars prepared by H&H Land and Property with any amendments or alterations announced at the auction before the commencement of the bidding
Root of Title: A Conveyance dated 3 rd March 1980 and made between
Denis Brownrigg Capstick and Alan McKenzie Fell (1) and the Sellers (2) (“the 1980 Conveyance”)
Specified Incumbrances: (1) The matters contained or referred to in the 1980
Conveyance and all documents supplemental to it
(2) Any matters which are unregistered interests which override first registration under Schedule 1 to the Land
Registration Act 2002 and unregistered interests which override registered dispositions under Schedule 3 to the
Land Registration Act 2002
Title guarantee:
Completion date:
Contract rate:
Purchase Price:
Deposit:
Contents price (if separate):
Balance:
Full
Law Society's interest rate for the time being in force
£
£
£
£
Signed: .................................................................................... Seller / Buyer
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SPECIAL CONDITIONS
1.1
1.2
This contract incorporates the Standard Conditions of Sale (Fifth Edition).
The terms used in this contract have the same meaning when used in the Conditions.
2. Subject to the terms of this contract and to the Standard Conditions of Sale, the Seller is to transfer the Property with either full title guarantee or limited title guarantee, as specified.
3. The sale
3.1 Includes those contents which are indicated on the attached list (if any) as included in the sale and the Buyer is to pay the Contents price for them.
3.2 Excludes those fixtures which are at the Property and are indicated on the attached list (if any) as excluded from the sale.
4. The Property is sold with vacant possession.
5. Conditions 6.1.2 and 6.1.3 shall take effect as if the time specified in them were 1.00pm rather than 2.00pm.
6. Matters affecting the Property
7.
The Property is sold subject to the specified incumbrances
Transfer
The Transfer to the Buyer will contain:
(a) a declaration as to the title guarantee with which the Transfer is made as stated in this contract;
(b) a provision that the disposition effected by the Transfer is made subject to all the matters to which this contract is made subject as set out above;
(c) a provision that all matters recorded at the date of the Transfer in registers open to public inspection, are deemed to be within the actual knowledge of the Buyer for the purposes of section 6(2)(a) of the Law of Property (Miscellaneous Provisions) Act 1994, notwithstanding section 6(3) of that Act;
(d) a provision that the Property will not, by virtue of the Transfer, have any rights or easements of the benefit of any other matters over any land retained by the Seller other than those (if any) which are expressly mentioned in or granted by the Transfer and a provision that section 62 of
8. the Law of Property Act 1925 is qualified so as not to include any liberties, privileges, easements, rights or advantages over land retained by the Seller except as expressly mentioned in or created by the Transfer;
(e) a covenant by the Buyer by way of indemnity only, on the Buyer’s behalf and on behalf of the
Buyer’s successors in title, to observe and perform the charges, incumbrances, covenants and restrictions contained or referred to in the 1980 Conveyance and any document supplemental to it in so far as they are subsisting and capable of taking effect and will keep the Seller indemnified against all proceedings, costs, claims and expenses arising from any failure to do so
Buyer’s acknowledgement of condition
The Buyer acknowledges that before the date of this contract, the Seller has given the Buyer and others authorised by the Buyer, permission and the opportunity to inspect, survey and carry out investigations as to the condition of the Property and any fixtures and contents included in the sale. The Buyer has formed his own view as to the condition of the Property and any fixtures and contents included in the sale and their suitability for the Buyer’s purposes.
9. Delayed completion
9.1 If completion does not take place on the Completion Date in accordance with this contract due to
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any reason except the Seller’s default, the Buyer shall pay to the Seller on actual completion the sum of £150.00 in respect of the reasonable costs of the Seller’s Conveyancer of preparing and serving any notice to complete lawfully served under Condition 6.8 together with any VAT properly chargeable on those costs
9.2 If completion does not take place on the Completion Date in accordance with this contract due to the default of the Seller, the Seller shall pay or allow to the Buyer on actual completion the sum of
£150.00 in respect of the costs of the Buyer’s Conveyancer of preparing and serving any notice to complete lawfully served under Condition 6.8 together with any VAT properly chargeable on those costs.
9.3 The provisions of this clause 8 are without prejudice to any other rights of the parties in relation to any delay in completion.
10. Disbursements
On the completion date the Buyer will reimburse the Seller with the cost of the searches and official copies included within the Auction Pack
11. Indemnity and Description
11.1 Any plans published in the sales particulars of H & H Land and Property are for identification only and the accuracy of such plans is not guaranteed
11.2 The sale shall not be annulled by nor shall the Buyer be entitled to compensation by reason of any error or misdescription in the sales particulars.
12. Basic Payment Scheme Entitlements
12.1
The following definitions and rules of interpretation apply to this clause 11
Basic Payment Scheme: the basic payment scheme established by Regulation (EU) No
1307/2013 and any similar replacement scheme and any similar additional scheme, whether resulting from CAP Reform or otherwise.
CAP: Common Agricultural Policy.
CAP Reform: the implementation of the agreement on the reform of the CAP under
Regulations (EU) 1305/2013, 1306/2013, 1307/2013 and 1308/2013 of the European
Parliament and of the Council and any similar replacement or additional legislative instruments and all associated delegated and implementing acts, and all legislation, guidance and codes of practice made from time to time under them by the UK government or any devolved authority applicable to the Property, in each case as amended, extended or reenacted from time to time.
Cross Compliance Conditions: the statutory management requirements and the standards for good agricultural and environmental condition of land listed in Regulation (EU) 1306/2013 and all associated delegated and implementing acts and laws and all subordinate legislation, guidance and codes of practice made from time to time under them and any similar replacement or similar additional conditions, requirements and standards that must be complied with for full payment under the Basic Payment Scheme.
Defra: the Department for Environment, Food and Rural Affairs and any successor ministry or department.
Entitlements: the payment entitlements for subsidy payment under the Basic Payment
Scheme, which are referable to the Property
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RPA: the Rural Payments Agency responsible for the administration of the Basic Payment
Scheme and the Greening Payment in England and any other body discharging similar functions from time to time.
12.2
The Property is sold together with the Entitlements.
12.3
The Seller warrants that it will use reasonable endeavours to transfer the Entitlements to the
Buyer on completion.
12.4
The Seller and the Buyer warrant with each other that they will take all reasonable steps to ensure the transfer of the Entitlements to the Buyer, including co-operating in good faith and providing each other, the RPA and Defra promptly with all information and documentation that any of them may reasonably require in relation to the transfer.
12.5
The Seller:
(a) warrants that the Seller will not do or omit to do anything or allow anything to be done or omitted to be done that results in the expiry, loss, confiscation or reduction in value of all or any of the Entitlements between the date of this contract and completion;
(b) further warrants that the Seller has not done or omitted to do any act or thing which would prejudice the transfer of the Entitlements to the Buyer in accordance with the terms of this contract, and that the Seller knows of no reason why the transfer might be prejudiced, and that if the Seller becomes aware of any such reason, the Seller will immediately inform the Buyer and will immediately act to resolve it; and
12.6 The Seller is entitled to the Basic Payment Scheme payment for the claim year in which completion takes place, and:
(a) the Buyer warrants that the Buyer will observe and comply with the Cross Compliance
Conditions, the requirements for full payment under the Basic Payment Scheme and any other conditions imposed on the Seller by CAP Reform from completion until 31
December next following completion; and
(b) The Buyer shall indemnify the Seller against all expenses, costs and losses suffered or incurred by the Seller by reason of the Buyer or the Buyer's agents breaching the warranty in clause 11.6(a), including but not limited to all expenses and costs incurred in the acquisition of comparable replacements for any lost Entitlements and all loss of payment under the Basic Payment Scheme
12.7 The Buyer warrants that the Buyer is registered on the CAP Information Service and is an active farmer for the purposes of the Basic Payment Scheme eligibility criteria and that the
Buyer will remain registered and will remain an active farmer until the Entitlements are registered in the Buyer's name. Loss of all or any of the Entitlements resulting from the
Buyer's failure to satisfy either or both of those requirements will be borne solely by the
Buyer and will not entitle the Buyer to any repayment of the Purchase Price and the Buyer will indemnify the Seller against all liabilities, costs, expenses, damages and losses suffered
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or incurred by the Seller by reason of the Buyer's failure to satisfy either or both of those requirements.
12.8 If one party gives notice to the other of the possibility that any provision in this contract relating to the Basic Payment Scheme or the Entitlements has not had its intended commercial effect, the Buyer and Seller agree to:
(a) act in fairness and work together to achieve its intended commercial effect; and
(b) negotiate in good faith to amend such provision so that, to the greatest extent possible, in achieves the intended commercial effect of the original provision.
12.9 If any dispute arises under this clause either party may give notice to the other in writing specifying the dispute and requesting that agreement be reached on the identity of a single arbitrator to be appointed to determine the dispute in accordance with the provisions of the Arbitration Act 1996 and if no arbitrator has been appointed by agreement within one month of the notice either party may make a written request to the President for the time being of the Royal Institution of Chartered
Surveyors for him to appoint an arbitrator to determine the matter in dispute
13 Water
13.1 The Buyer of Lot 3 (if required by the Buyer of Lot 2) shall at his or their own cost install and thereafter repair and maintain a sub-meter to meter all water consumed or spent on Lot 3 and until such sub-meter is installed the Buyer of Lot 3 shall have no right to a supply of water to Lot 3
13.2 The Buyer of Lot 3 shall be responsible for payment of all water consumed through the said submeter such sum to be paid to the Buyer of Lot 2
13.3 The Buyer of Lot 3 (if required by the Buyer of Lot 2) shall enter into a covenant with the Buyer of
Lot 2 to pay for all water consumed on Lot 3 and to pay interest at the rate of 5% per annum above the base lending rate of Lloyds Bank plc from time to time in force on any payment due to the
Buyer of Lot 2 and his or their successors in title on any sums outstanding for more than 14 days after written demand has been sent. If payment has not been made within 2 months of such a
14. written demand by the owner of Lot 2 then the Buyer of Lot 3 or his successors will lose the right to use the water supply and the Buyer of Lot 2 will have the right to disconnect the water supply to
Lot 3
Quotas
15.
No quotas of any kind are included in the sale
Representation
Neither party can rely on the representation made by the other, unless made in writing by the other or his Conveyancer (save for any variations to the Sale Particulars which are given out orally at the auction by the Auctioneer prior to the commencement of bidding which will be deemed to be incorporated in this Agreement), but this does not exclude liability for fraud
SALE AND PURCHASE
The Seller will sell and the Buyer will buy the Property for the Purchase Price.
Seller's Conveyancer : Buyer's Conveyancer :
Arnison & Company Solicitors Ltd
1 St Andrew's Place
Penrith
Cumbria
CA11 7AW
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