Land Adjoining, 36 Kestrel Drive, Loggerheads, Market Drayton, Shropshire, TF9 2QT Building plot

Common Auction Conditions

3rd Edition. Reproduced with the consent of RICS

The general conditions (including any extra general conditions) apply to the contract except to the extent that they are varied by special conditions or by an addendum.

 

Glossary

 

This glossary applies to the auction conduct conditions and the sale conditions

Wherever it makes sense:

• singular words can be read as plurals, and plurals as singular

words;

• a “person” includes a corporate body;

• words of one gender include the other genders;

• references to legislation are to that legislation as it may have been modified or re-enacted by the date of the auction or the contract date (as applicable); and

• where the following words printed in bold black type appear

in bold blue type they have the specified meanings.

 

Actual completion date The date when completion takes

place or is treated as taking place for the purposes of

apportionment and calculating interest.

Addendum An amendment or addition to the conditions or to

the particulars or to both

whether contained in a supplement to the catalogue, a written

notice from the auctioneers or an oral announcement

at the auction.

Agreed completion date Subject to condition G9.3:

(a) the date specified in the special conditions; or

(b) if no date is specified, 20 business days after the

contract date; but if that date is not a business day

the first subsequent business day.

Approved financial institution Any bank or building society

that has signed up to the Banking Code or Business

Banking Code or is otherwise acceptable to the

auctioneers.

Arrears Arrears of rent and other sums due under the

tenancies and still outstanding on the actual

completion date.

Arrears schedule The arrears schedule (if any) forming part of

the special conditions.

Auction The auction advertised in the catalogue.

Auction conduct conditions The conditions so headed,

including any extra auction conduct conditions.

Auctioneers The auctioneers at the auction.

Business day Any day except (a) a Saturday or a Sunday; (b) a

bank holiday in England and Wales; or (c) Good Friday

or Christmas Day.

Buyer The person who agrees to buy the lot or, if applicable,

that person’s personal representatives: if two or more

are jointly the buyer their obligations can be enforced

against them jointly or against each of them separately.

Catalogue The catalogue to which the conditions refer

including any supplement to it.

Completion Unless otherwise agreed between seller and

buyer (or their conveyancers) the occasion when both

seller and buyer have complied with their obligations

under the contract and the balance of the price is

unconditionally received in the seller’s conveyancer’s

client account.

Condition One of the auction conduct conditions or sales

conditions.

Contract The contract by which the seller agrees to sell and

the buyer agrees to buy the lot.

Contract date The date of the auction or, if the lot is not sold

at the auction:

(a) the date of the sale memorandum signed by both

the seller and buyer; or

(b) if contracts are exchanged, the date of exchange. If

exchange is not effected in person or by an irrevocable

agreement to exchange made by telephone, fax or

electronic mail the date of exchange is the date on

which both parts have been signed and posted or

otherwise placed beyond normal retrieval.

Documents Documents of title (including, if title is registered,

the entries on the register and the title plan) and

other documents listed or referred to in the special

conditions relating to the lot.

Financial charge A charge to secure a loan or other financial

indebtness (not including a rentcharge).

General conditions That part of the sale conditions so

headed, including any extra general conditions.

Interest rate If not specified in the special conditions, 4%

above the base rate from time to time of Barclays Bank

plc. (The interest rate will also apply to judgment debts,

if applicable.)

Lot Each separate property described in the catalogue or

(as the case may be) the property that the seller has

agreed to sell and the buyer to buy (including chattels,

if any).

Old arrears Arrears due under any of the tenancies that are

not “new tenancies” as defined by the Landlord and

Tenant (Covenants) Act 1995.

Particulars The section of the catalogue that contains

descriptions of each lot (as varied by any addendum).

Practitioner An insolvency practitioner for the purposes of

the Insolvency Act 1986 (or, in relation to jurisdictions

outside the United Kingdom, any similar official).

Price The price that the buyer agrees to pay for the lot.

Ready to complete Ready, willing and able to complete: if

completion would enable the seller to discharge all

financial charges secured on the lot that have to be

discharged by completion, then those outstanding

financial charges do not prevent the seller from being

ready to complete.

Sale conditions The general conditions as varied by any

special conditions or addendum.

Sale memorandum The form so headed (whether or not

set out in the catalogue) in which the terms of the

contract for the sale of the lot are recorded.

Seller The person selling the lot. If two or more are jointly the

seller their obligations can be enforced against them

jointly or against each of them separately.

Special conditions Those of the sale conditions so headed

that relate to the lot.

Tenancies Tenancies, leases, licences to occupy and

agreements for lease and any documents varying or

supplemental to them.

Tenancy schedule The tenancy schedule (if any) forming part

of the special conditions.

Transfer Transfer includes a conveyance or assignment (and

“to transfer” includes “to convey” or “to assign”).

TUPE The Transfer of Undertakings (Protection of Employment)

Regulations 2006.

VAT Value Added Tax or other tax of a similar nature.

VAT option An option to tax.

We (and us and our) The auctioneers.

You (and your) Someone who has a copy of the catalogue

or who attends or bids at the auction, whether or not

a buyer.

 

Important notice

A prudent buyer will, before bidding for a lot at an auction:

• Take professional advice from a conveyancer and, in

appropriate cases, a chartered surveyor and an accountant;

• Read the conditions;

• Inspect the lot;

• Carry out usual searches and make usual enquiries;

• Check the content of all available leases and other

documents relating to the lot;

• Have finance available for the deposit and purchase price;

• Check whether VAT registration and election is advisable;

 

The conditions assume that the buyer has acted like a

prudent buyer.

If you choose to buy a lot without taking these normal

precautions you do so at your own risk.

 

Auction Conduct Conditions

A1 Introduction

A1.1 Words in bold blue type have special meanings, which

are defined in the Glossary.

A1.2 The catalogue is issued only on the basis that you

accept these auction conduct conditions. They

govern our relationship with you and cannot be

disapplied or varied by the sale conditions (even by

a condition purporting to replace the whole of the

Common Auction Conditions). 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.

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.

A3 Bidding and reserve prices

A3.1 All bids are to be made in pounds sterling exclusive of

any applicable 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.

A3.6 Where a guide price (or range of prices) is given that

guide is the minimum price at which, or range of prices

within which, the seller might be prepared to sell

at the date of the guide price. But guide prices may

change. The last published guide price will normally be

at or above any reserve price, but not always – as the

seller may fix the final reserve price just before bidding

commences.

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,

provided by others 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 if you make the successful bid for a lot.

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) 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 stated in

the sale conditions; and

(b) must be paid in pounds sterling by cheque or by

bankers’ draft made payable to us on an approved

financial institution. The extra auction conduct

conditions may state if we accept any other form of

payment

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 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.

A5.8 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 condition to the contrary:

(a) The minimum deposit we accept is £1,000 (or the

total price, if less). A special condition may, however,

require a higher minimum deposit

(b) Sub-clause (a) of Auction Conduct Condition

A5.5 shall be deemed to be deleted and shall be

replaced with the following: “(a) is to be held as agent

for the seller unless expressly stated otherwise in the

special conditions provided that where VAT would be

chargeable on the deposit were it to be held as agent

for the seller, the deposit will be held as stakeholder

despite any contrary provision in any condition; and”

(c) where the deposit is paid to us to be held as

stakeholder, we may if we choose transfer all or part

of it to the seller’s conveyancer for them to hold as

stakeholder in our place. Any part of the deposit not so

transferred will be held by us as stakeholder.

A6.2 The buyer will pay an administration fee of £395

inclusive of VAT to us for each lot purchased at the

auction, prior to auction or post auction in addition to

the deposit.

A6.3 The buyer will provide proof of identity and residency

to us.

A6.4 We may accept payment by debit or credit card. Credit

card payments carry a 2.5% surcharge.

A6.5 We may refuse admittance to any person attending the

auction. We do not have to explain why.

A6.6 

The Seller will not be under any obligation to remove

any rubbish or other items whatsoever from the lot

prior to completion of the purchase and the Buyer

will not be allowed to delay completion or refuse to

complete or claim compensation in respect of any

rubbish or other items remaining on the lot.

 

General Conditions

Words in bold blue type have special meanings, which

are defined in the Glossary.

 

The general conditions (including any extra general conditions)

apply to the contract except to the extent that they are varied

by special conditions or by an addendum.

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 the lot 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, but excluding any

financial charges: these the seller must discharge 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, within the meaning of

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.

G1.8 Where chattels are included in the lot the buyer takes

them as they are at completion and the seller is not

liable if they are not fit for use.

G1.9 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.

G1.10 The buyer is not to rely on the information contained

in the particulars but may rely on the seller’s

conveyancer’s written replies to preliminary 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 The deposit

(a) must be paid in pounds sterling by cheque or

banker’s draft drawn on an approved financial

institution (or by any other means of payment that the

auctioneers may accept); and

(b) is to be held as stakeholder unless the auction

conduct conditions provide that it is to be held as

agent for the seller.

G2.3 Where the auctioneers hold the deposit as

stakeholder they 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.

G2.4 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.

G2.5 Interest earned on the deposit belongs to the seller

unless the sale conditions provide otherwise.

G3 Between contract and completion

G3.1 Unless the special conditions state otherwise,

the seller is to insure the lot from and including the

contract date to completion and:

(a) produce to the buyer on request all relevant

insurance details;

(b) pay the premiums when due;

(c) if the buyer so requests, and pays any additional

premium, use reasonable endeavours to increase the

sum insured or make other changes to the policy;

(d) 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) 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 (to the extent not already paid by the buyer

or a tenant or other third party) for the period from and

including the contract date to completion.

G3.2 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.

G3.3 Section 47 of the Law of Property Act 1925 does not

apply.

G3.4 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 except in relation

to any matter that occurs after the contract date.

G4.2 If any of the documents is not made available before

the auction the following provisions apply:

(a) The buyer may raise no requisition on or objection

to any of the documents that is made available before

the auction.

(b) 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.

(c) If the lot is not registered land the seller is to give

to the buyer within five business days 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.

(d) If title is in the course of registration, title is to consist

of certified copies of:

(i) the application for registration of title made to the

land registry;

(ii) the documents accompanying that application;

(iii) evidence that all applicable stamp duty land tax

relating to that application has been paid; and

(iv) 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.

(e) 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 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.

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 Land Registry Rules when making

application for registration of the transaction to which

the conditions apply.

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 remains liable in any respect 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.

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.

G6.3 Payment is to be made in pounds sterling and only by:

(a) direct transfer to the seller’s conveyancer’s client

account; and

(b) the release of any deposit held by a stakeholder.

G6.4 Unless the seller and the buyer otherwise agree,

completion cannot take place until both have

complied with their obligations under the contract and

the balance of the price is unconditionally received in

the seller’s conveyancer’s client account.

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.

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 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.

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

properly required.

G9.5 The buyer must:

(a) promptly 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

licence has not been obtained 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 licence is obtained. 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 price (less any deposit paid) from the agreed

completion date up to and including 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 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 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, 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.

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 in advance 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.

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 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.

G13.2 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.

G13.3 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.

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 contracts from the

actual completion date.

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 that:

(a) payments on account (whether received or still

then due from a tenant) exceed attributable service

charge expenditure, the seller must pay to the buyer

an amount equal to the excess when it provides the

service charge account;

(b) attributable service charge expenditure exceeds

payments on account (whether those payments have

been received or are still then due), the buyer must use

all reasonable endeavours to recover the shortfall from

the tenant at the next service charge reconciliation date

and pay the amount so recovered to the seller within

five business days of receipt in cleared funds; but in

respect of payments on account that are still due from

a tenant condition G11 (arrears) applies.

G22.5 In respect of service charge expenditure that is not

attributable to any tenancy the seller must pay the

expenditure incurred in respect of the period before

actual completion date and the buyer must pay

the expenditure incurred in respect of the period after

actual completion date. Any necessary monetary

adjustment is to be made within five business days of

the seller providing the service charge account to the

buyer.

G22.6 If the seller holds any reserve or sinking fund on

account of future service charge expenditure or a

depreciation fund:

(a) the seller must pay it (including any interest earned

on it) to the buyer on completion; and

(b) the buyer must covenant with the seller to hold it

in accordance with the terms of the tenancies and to

indemnify the seller if it does not do so.

G23. Rent reviews

G23.1 This condition G23 applies where the lot is sold

subject to a tenancy under which a rent review due on

or before the actual completion date has not been

agreed or determined.

G23.2 The seller may continue negotiations or rent review

proceedings up to the actual completion date

but may not agree the level of the revised rent or

commence rent review proceedings without the

written consent of the buyer, such consent not to be

unreasonably withheld or delayed.

G23.3 Following completion the buyer must complete

rent review negotiations or proceedings as soon as

reasonably practicable but may not agree the level

of the revised rent without the written consent of the

seller, such consent not to be unreasonably withheld

or delayed.

G23.4 The seller must promptly:

(a) give to the buyer full details of all rent review

negotiations and proceedings, including copies of all

correspondence and other papers; and

(b) use all reasonable endeavours to substitute the

buyer for the seller in any rent review proceedings.

G23.5 The seller and the buyer are to keep each other

informed of the progress of the rent review and have

regard to any proposals the other makes in relation to

it.

G23.6 When the rent review has been agreed or determined

the buyer must account to the seller for any increased

rent and interest recovered from the tenant that relates

to the seller’s period of ownership within five business

days of receipt of cleared funds.

G23.7 If a rent review is agreed or determined before

completion but the increased rent and any interest

recoverable from the tenant has not been received

by completion the increased rent and any interest

recoverable is to be treated as arrears.

G23.8 The seller and the buyer are to bear their own costs in

relation to rent review negotiations and proceedings.

G24 Tenancy renewals

G24.1 This condition G24 applies where the tenant under

a tenancy has the right to remain in occupation

under part II of the Landlord and Tenant Act 1954 (as

amended) and references to notices and proceedings

are to notices and proceedings under that Act.

G24.2 Where practicable, without exposing the seller to

liability or penalty, the seller must not without the

written consent of the buyer (which the buyer must

not unreasonably withhold or delay) serve or respond

to any notice or begin or continue any proceedings.

G24.3 If the seller receives a notice the seller must send a

copy to the buyer within five business days and act

as the buyer reasonably directs in relation to it.

G24.4 Following completion the buyer must:

(a) with the co-operation of the seller take immediate

steps to substitute itself as a party to any proceedings;

(b) use all reasonable endeavours to conclude any

proceedings or negotiations for the renewal of the

tenancy and the determination of any interim rent as

soon as reasonably practicable at the best rent or rents

reasonably obtainable; and

(c) if any increased rent is recovered from the tenant

(whether as interim rent or under the renewed tenancy)

account to the seller for the part of that increase that

relates to the seller’s period of ownership of the lot

within five business days of receipt of cleared funds.

G24.5 The seller and the buyer are to bear their own costs

in relation to the renewal of the tenancy and any

proceedings relating to this.

G25 Warranties

G25.1 Available warranties are listed in the special

conditions.

G25.2 Where a warranty is assignable the seller must:

(a) on completion assign it to the buyer and give

notice of assignment to the person who gave the

warranty; and

(b) apply for (and the seller and the buyer must use

all reasonable endeavours to obtain) any consent

to assign that is required. If consent has not been

obtained by completion the warranty must be

assigned within five business days after the consent

has been obtained.

G25.3 If a warranty is not assignable the seller must after

completion:

(a) hold the warranty on trust for the buyer; and

(b) at the buyer’s cost comply with such of the lawful

instructions of the buyer in relation to the warranty as

do not place the seller in breach of its terms or expose

the seller to any liability or penalty.

G26 No assignment

The buyer must not assign, mortgage or otherwise

transfer or part with the whole or any part of the

buyer’s interest under this contract.

G27 Registration at the Land Registry

G27.1 This condition G27.1 applies where the lot is leasehold

and its sale either triggers first registration or is a

registrable disposition. The buyer must at its own

expense and as soon as practicable:

(a) procure that it becomes registered at Land Registry

as proprietor of the lot;

(b) procure that all rights granted and reserved by the

lease under which the lot is held are properly noted

against the affected titles; and

(c) provide the seller with an official copy of the register

relating to such lease showing itself registered as

proprietor.

G27.2 This condition G27.2 applies where the lot comprises

part of a registered title.

The buyer must at its own expense and as soon as

practicable:

(a) apply for registration of the transfer;

(b) provide the seller with an official copy and title plan

for the buyer’s new title; and

(c) join in any representations the seller may properly

make to Land Registry relating to the application.

G28 Notices and other communications

G28.1 All communications, including notices, must be in

writing. Communication to or by the seller or the buyer

may be given to or by their conveyancers.

G28.2 A communication may be relied on if:

(a) delivered by hand; or

(b) made electronically and personally acknowledged

(automatic acknowledgement does not count); or

(c) there is proof that it was sent to the address of the

person to whom it is to be given (as specified in the

sale memorandum) by a postal service that offers

normally to deliver mail the next following business

day.

G28.3 A communication is to be treated as received:

(a) when delivered, if delivered by hand; or

(b) when personally acknowledged, if made

electronically; but if delivered or made after 1700 hours

on a business day a communication is to be treated

as received on the next business day.

G28.4 A communication sent by a postal service that offers

normally to deliver mail the next following business

day will be treated as received on the second

business day after it has been posted.

G29 Contracts (Rights of Third Parties) Act 1999

No one is intended to have any benefit under the contract

pursuant to the Contract (Rights of Third Parties) Act 1999.

G30 Extra General Conditions

The following general conditions are to be treated as being

amended as follows:

G17.2 the word “actual” shall be replaced by the word

“agreed”

G25.3 (b) the words “or cost” shall be added at the end.