CONDITIONS OF SALE AND AGREEMENT FOR SALE LAYOUT

1 LAW SOCIETY OF KENYA. CONDITIONS OF SALE. AND. AGREEMENT FOR SALE LAYOUT . (NOVEMBER 2015). Law Society of Kenya 2015. 1|Page THESE CONDITIONS ARE COPYRIGHT AND MAY NOT BE REPRODUCED. 1. TITLE. These CONDITIONS may be cited as the Law Society CONDITIONS of Sale 2015 (the CONDITIONS ). 2. DEFINITION AND INTERPRETATION. (1) Definition In these CONDITIONS , where the context so admits, the following words and expressions shall have the following meanings: a) Act means an Act of Parliament;. b) Accrued Interest means: (a) If money has been placed on deposit in a bank, the interest actually earned;. (b) Otherwise, the interest which might reasonably have been earned by depositing the money in an interest earning account based on the Contract Rate calculated from a date fourteen days from the date the money was received until when the amount is paid.

2 Less, in either case, any proper charges for handling the money;. c) AGREEMENT or Contract means the AGREEMENT of sale of the Property incorporating these CONDITIONS or any of them by reference to them;. d) Authority means any governmental, statutory or other public body or authority;. e) Business Day means any day from Monday to Friday (inclusive). during the hours of 8:00 am to 5:00 pm other than: (i) Any public holiday that has been declared through a Kenya Gazette; and (ii) Any other day specified in the AGREEMENT as not being a Business Day in Kenya. f) Central Bank Rate or CBR means the lowest rate of interest charged by the Central Bank of Kenya on loans to banks and published from time to time pursuant to the provisions of Section 36 (4) of the Central Bank of Kenya Act (Cap 491).

3 G) Charge means an interest in land or a lease securing the payment of money or money's worth or the fulfilment of a condition and includes a sub-charge and the instrument creating a Charge;. h) Client Account means a current or deposit account maintained at a bank (as defined in the Banking Act (Cap. 488) by an Advocate or other person or by a business or organization for a client, customer or third party in order to keep the client's, customer's or such third party's money separate and distinct from their own and in the case of an Advocate such account will be maintained in the name of the Advocate 1. 2|Page or firm name and in the title of the account the word client or the word trust will be added.

4 I) Completion means the act of completing the sale of the Property for consideration pursuant to the AGREEMENT and includes: (a) Process of transferring (by registration or otherwise) the interest or estate in the Property to the Purchaser ;. (b) The granting of legal possession of the Property to the Purchaser;. (c) Settlement of utilities bills and transfer of utilities accounts;. and (d) Apportionment of outgoings between the Vendor and the Purchaser. j) "Completion Date has the meaning given in condition ;. k) "Completion Documents" means the deeds and other documents that are necessary for the transfer of good title and as may be defined in the AGREEMENT , and in the absence of any definition in the AGREEMENT , means the documents set out in Condition.

5 L) Contract Rate means the Central Bank Rate;. m) Deposit means ten (10) per centum of the Purchase Price or such other percentage of the Purchase Price as may be agreed;. n) Interest means the annual rate of interest specified in the AGREEMENT or, if none is so specified, the Contract Rate shall be applied;. o) Outgoings means all rents, rates, taxes and other sums due to any Government, County Government or but does not include: (a) Any payment of a capital nature due under the Streets Adoption Act ( ) or any other charge of a capital nature payable under the County Government Act 2012 being applicable to the Property or otherwise;. (b) A tax specified in the Income Tax Act (Cap 470), and Stamp Duty Act (Cap 480).

6 P) Parties means the Vendor and the Purchaser as described in the AGREEMENT ;. q) Property means land and buildings, which the Vendor has agreed to sell to the Purchaser and which is the subject matter of the sale as more particularly described in the AGREEMENT as is constituted in the title document;. r) Purchase Price means the price or consideration payable for the Property as stipulated in the AGREEMENT ;. s) RTGS means the transfer of funds by way of Real Time Gross Settlement or other equivalent electronic transfer of funds;. t) Transfer includes an assignment, a lease or an under lease and, in relation to land registered under the Land Registration Act, 2012 as amended from time to time, the prescribed instrument of transfer.

7 2. 3|Page u) VAT means an amount equal to the value added tax as charged in accordance with the Value Added Tax Act (Cap 476) or any equivalent or substituted tax v) VATA means the Value Added Tax Act (Cap 476) or any equivalent tax Act;. w) VAT invoice means an invoice complying with the provisions of regulations VATA;. (2) Interpretation In the CONDITIONS and the AGREEMENT , unless the context otherwise requires, the following applies: (a) The expressions Vendor and Purchaser include their respective personal representatives or successors and permitted assigns. (b) Reference to an Authority includes a reference to: (i) An officer of that Authority; and (ii) Any other Authority and any officer of that other Authority, which performs the same or a similar function to the Authority.

8 (c) Reference to a thing includes the whole and any part of that thing. (d) Reference to the singular includes the plural and vice versa. (e) Headings to clauses will not affect the interpretation of the AGREEMENT or the CONDITIONS . (f) Words importing one gender shall be construed as importing any other gender. (g) Words importing persons shall be construed as importing a corporate body and/or a partnership and vice versa. (h) Where any Party comprises more than one person the obligations and liabilities of that Party under the AGREEMENT shall be joint and several obligations and liabilities of those persons. (i) The clause headings do not form part of the AGREEMENT and shall not be taken into account in its construction or interpretation.

9 (j) Any reference to a clause or paragraph or schedule is to one in the AGREEMENT so numbered. (k) Any obligation of a Party to do an act or thing includes an obligation to procure that it be done and any obligation not to do any act or thing includes an obligation not to permit or suffer that act or thing to be done by any person under its control. (l) Where the words includes', including' or in particular' are used in this AGREEMENT they are deemed to have the words without limitation' following them. (m) Reference to a Party includes reference to: (i) A natural Party ;. (ii) A company incorporated under the Companies Act, 2015; and (iii) A body corporate constituted under any law.

10 3. 4|Page (n) If something must be done by or on a day, which is not a Business Day, the day by or on which that thing must be done is the next Business Day. (o) Where a period of time is required to be calculated from or after a specific day, or after or from a day on which a specific event occurs, that day must not be included in the period. (p) Where a period of time is expressed to expire on or continue until a specified date, that date is included in the period. (q) All warranties and representations continue to have effect after Completion. (r) Reference to being entitled to possession of the Property includes being entitled to rent from the Property. (s) Reference to a document being signed or to a Party being obliged to sign a document, will be treated as requiring that the document be: (i) Executed by a company or body corporate; or (ii) Signed by a natural Party, in a manner which is legally effective; and (iii) If the document is required to be registered by any registry, then in a manner acceptable for registration.