LV03_Pre sale Contract_Eng_20080505
Contents
1. connecting pipe or not to check whether various parts work normally or not and to check whether the fan can work normally and whether there is any abnormal sound being generated 1 8 Exhaust Fan if any Maintenance once a year Scope of service To check whether the electrical and mechanical parts work normally and whether there is any abnormal sound being generated to clean the blades of the fan 15 English Translation for reference only to check whether the electric insulation is within the normal range or not and to add lubricant to the bearing 1 9 Bath Warmer if any Maintenance once a year Scope of service To check whether the electric insulation is within the normal range or not to check whether the heating system runs normally or not to check whether the air exhaust system runs normally or not and to clean the filter screen 1 10 Floor Heater if any Maintenance once a year Scope of service To check whether the electric insulation is within the normal range or not 1 11 Water Purifier Maintenance once a year Scope of service To check rectify the auto reverse washing program to check and maintain the in out bound water pipes to conduct regular water quality check and to clean and maintain the water purifier 1 12 Air Conditioner Maintenance twice a year respectively before Summer and Winter Scope of service To check whether the electric insulation of whole machine is within the normal range or2. the Ownership Certificate for the Newly built Commodity Property Real Estate Ownership Certificate has been obtained the mortgage of the Premises entered into by Party A has been released Party A has paid the Property Maintenance Fund in compliance with the rules ii the Permit in respect of the Delivery of the Residential Property has been obtained Party A has released the mortgage against the Premises Party A has paid the Property Maintenance Fund in compliance with the rules Party A undertakes to make the initial property registration formalities before to obtain the Ownership Certificate for the Newly built Commodity Property Real Estate Ownership Certificate If the Ownership Certificate for the Newly built Commodity Property Real Estate Ownership Certificate cannot be obtained on time Party B is entitled to unilaterally terminate this Contract iii see Supplementary Conditions 11 Save and except for in the event of force majeure Party A agrees to hand over the Premises to Party B on or before__30th September 2009 12 In the event that Party A fails to hand over the Premises to Party B before the prescribed time limit as set out in clause 11 of this Contract it shall pay a defaulting sum to Party B the defaulting sum shall be 0 02 of the Purchase price paid by Party B ona daily basis The time for calculating the defaulting sum shall run from the second day after the agreed day of payment under clause 11 u
3. A shall be entitled to impose administrative charges calculated at 1 5 of total purchase price The Assignment of this Contract signed by Party B and the third party shall be affixed the company chop of Party A for Party A s confirmation Party B and such third party shall jointly proceed to relevant property registration authorities in Shanghai to complete the transfer of ownership and registration formality and all charges and taxes arising therefrom shall be borne by Party B except those shall be borne by such third party in accordance with the laws and regulations Before Party B shall have settled the total purchase price the statement of the interests and benefit under this Contract on the part of Party B may be subject to mortgage pursuant to laws and regulations shall mean that Party B may mortgage the OF English Translation for reference only Premises to relevant banks or financial institutions to obtain the loan in order to pay the whole or party of the purchase price 3 Before Party B shall have settled the total purchase price Party A shall have right to refuse the assignment of the interests and benefits under this Contract to any third party by Party B Clause 17 Supplemental to clause 27 of this Contract The address of other party contained in clause 27 of this Contract shall mean the addresses as set out in the outset of this Contract Clause 18 Supplemental to clause 28 of this Contract Before formal ha
4. Party A If Party B shall fail to give such written objection Party B shall be deemed to accept such alteration of the design If Party A shall fail to obtain the consent of Party B before alteration of the said adjoining land which shall render the adverse influence on Party B Party B shall have right to request Party A to reinstate the same If the same is unable to reinstate Party A shall pay to Party B the defaulting sum equivalent to 3 of the amount already paid by Party B under this Contract This clause shall not be applicable in the even that Party A shall alter the configuration of the said adjoining land for the benefit of owners reasonable management of the said adjoining land public interest and social benefit Clause 6 Supplemental to clause 10 of this Contract The handover condition of the Premises Party A shall have completed the initial registration formality for the property ownership and the relevant government authority shall have issued the Real Estate Ownership Certificate for Newly built Commodity Property Real Estate Ownership Certificate Party A shall have settled the Property Maintenance Fund in accordance with the stipulations After this Contract becoming effective and payment of Initial Deposit by Party B the mortgage charged over the land use right ownership of the real estate shall be discharged or released within 30 days thereafter Clause 7 Supplemental to clause 11 of this Contract Save and except th
5. check whether the setting of temperature in hot water supply is within the normal range to check whether the insulation of the power sypply system and various electrical appliances are in good conditions or not and to clean the combustion chamber 1 4 Micro wave Oven if any Maintenance once a year Scope of service To check whether the electric insulation is within the normal range or not to check whether the micro wave is within the prescribed range of International Standards to conduct cleaning and maintenance for the electric control panel 1 5 Laundry Machine if any Maintenance once a year Scope of service To check whether the electric insulation is within the normal range or not to check and maintain the in outbound water pipes and to check whether the electrical and mechanical parts can work properly or not and whether there is any abnormal sound being generated 1 6 Clothes Dryer if any Maintenance once a year Scope of service To check whether the electric insulation is within the normal range or not to check whether the fan can work normally or not and whether there is any abnormal sound being generated and to check and maintain the heater and the automatic controller 1 7 Oven combine type for electricity and gas if any Maintenance once a year Scope of service To check whether the electric insulation is within the normal range or not to check whether there is any oxidation or leakage phenomenon with the gas
6. the Building shall mean the distance between the centre point line of the upper planet and the lower planet 3 The description of the direction of the Premises is subject to its actual location 4 The street number address of Casa Lakeville and the Premises is subject to the final confirmation of the government authorities Party A shall not be responsible for any liabilities in connection with any change of such street number address Clause 2 Supplemental to clause 5 of this Contract 1 Upon delivery of the Premises the construction area of the Premises shall be subject to the actual construction area confirmed by the measuring organization recognized by Shanghai Real Estate and Land Resources Bureau If the preliminary construction area is different from the actual construction area the parties agree to the following 1 If the difference between the preliminary construction area and the actual construction area are within 1 inclusive of 1 the Purchase price stipulated in this Contract shall remain unchanged 2 If the difference between the preliminary construction area and the actual construction area are between 1 and 3 inclusive of 3 the portion beyond 1 shall be calculated based on the unit price of per square meter of the construction area of the Premises and the Purchase price shall be adjusted accordingly The surplus part shall be paid by Party B to Party A and conversely the shortfall shall be pa
7. English Translation for reference only Note This English version is only a translation of the Chinese version and is provided for reference only In the event of any conflict or discrepancy between the Chinese and English versions the Chinese version shall for all intents and purposes prevail and be treated as the correct version SHANGHAI MUNICIPAL COMMODITY PROPERTY PRE SALE CONTRACT Party A Vendor Shanghai Fu Xiang Property Co Ltd Address 26A Shui On Plaza 333 Huai Hai Zhong Road Postal Code 200021 Business Registration No Qualification Certificate No Legal Representative Contact No Agent Contact No Party B Purchaser Nationality Sex Date of Birth Y Y MM DD Address Postal Code Identity Card Passport Business Registration No Contact No Agent Legal Representative Address Contact No Party B Purchaser Nationality Sex Date of Birth Y Y MM DD Address Postal Code Identity Card Passport Business Registration No Contact No Agent Legal Representative Address Contact No Party B Purchaser Nationality Sex Date of Birth YY MM DD Address Postal Code Identity Card Passport Business Registration No Contact No Agent Legal Representative Address Contact No Party A and Party B on the basis of equality voluntariness and mutuality entered into this Contract in respect of the purchase by Party B of the pre sale of Casa Lakeville sold by Party A l Pa
8. Party B agrees to give up the use right over the top roof of the Building and hereby authorizes Party A to sign Exclusive Licence Agreement for Top Roof of Building with the owners of top floors of the Building The owners licensees shall be solely responsible for the repairing and maintenance charges arising therefrom 4 The Ownership of Casa Lakeville Club tentative name shall belong to Party A and shall be managed by Party A or its designated third party providing services to all owners residents and any other persons recognized to use by Party A with consideration Party A shall be entitled to adjust the business manner charges of operation and users rules etc pursuant to the operation circumstances 28 English Translation for reference only 5 The Ownership of car parking spaces in the adjoining land shall belong to Party A and managed and operated by Party A or its designated third party Party B shall have right to prepare and adjust Car Park Users Rules monthly rent and management fees for car parking spaces Party B fully understands and agrees that Party A has the right to assign lease the car parking spaces in the adjoining land to residents including their visitors or business users 6 Bicycles parking spaces equipment room property management room owners committee room common facilities and other rooms equipment facilities fixtures which are provided for use of all owners without consideration shal
9. RMB accepting bank is as follows Beneficiary s banker Industrial And Commercial Bank Of China Shanghai Branch Fu Xing Zhong Road Sub Branch Bank account no gt 1001208729072136525 Bank address No 301 Fuxing Zhong Road Shanghai English Translation for reference only Schedule 2 Construction Design and Surface Plan of the Premises English Translation for reference only Schedule 3 Construction Structure Standard of Renovation and Facilities of the Premises 1 Structure of the Premises is steel and concrete 2 Standard of Renovation and Facilities English Translation for reference only Schedule 4 Other matters related to the Premises mortgages tenancy Party A informs Party B that the Premises is subject to the mortgage English Translation for reference only Schedule 5 Pre sale Property Management and Service Contract of the Premises Deed of Mutual Covenant and related Covenants 1 For the protection and enhancement of the overall management of Casa Lakeville Party B undertakes to abide to the management covenant made by Party A and the Deed of Mutual Covenant entered into between Shanghai Fu Xiang Property Co Ltd and the pre sale property management company Upon the signing of this Contract Party B has received the Covenant of the Use Management and Maintenance of Casa Lakeville and the Pre sale Property Management and Service Contract supplied by Party B and completely understo
10. and its Schedules shall be the dates stated in the payment notice issued by Party A or its authorized third party Party B shall be liable for any delay in payment of the same In case that Party B shall pay the Purchase price by a way of mortgage loan including provident fund commercial loan and require Party A to be the periodic guarantor of the above loan Party A shall have the right to refuse such request If Party A agree to be the guarantor under such mortgage loan and when Party A shall upon request of the mortgagee become liable for the secured indebtedness due to the reason of Party B Party B shall be deemed to be in delay of payment of the Purchase price on the date Party A shall pay the secured indebtedness and other expenses by Party A on behalf of Party B The handover dates shall postpone accordingly and Party A shall have right to claim against Party B for its defaulting liabilities in accordance with clause 7 and this clause Upon the occurrence of the aforesaid event s Party A shall be entitled to take action pursuant to sub clause 2 of this clause In case that Party B shall pay the 2 instalment of the Purchase price by a way of mortgage loan the relevant bank s shall have final determination in respect of the mortgage loan application made by Party B Such mortgage loan concerning the 21 English Translation for reference only Premises is the arrangement between Party B and the relevant bank s without involving Pa
11. and tear and man made damages Party A shall not be liable to provide warranty in respect of the patterns and color difference which are bound to exist in natural materials like stone or 13 English Translation for reference only wood any changes in appearance produced by any absorption infiltration deposition and chemical reaction in relation to its physical or chemical nature e If any exterior materials such as stone wood floor tiles tiles wall tiles need to be changed within the ambit and duration of warranty Party A shall use its reasonable endeavour to use materials which are as close as the original material in respect of pattern and color when carrying out the maintenance Party A shall not be liable to change compensate or indemnify party B the discrepancy in appearance between the original part and the changed part is produced by the inherent difference in pattern and color by reason of different batch of goods and this discrepancy in appearance is not within the ambit of warranty e Party A shall not be liable to provide warranty in respect of any flaw permitted by the law or regulation of the Country or permitted by the limit of the design construction and inspection if does not affect decorative surface fissure of the structure of the Premises 3 During the duration of maintenance Party A or its appointed property management Company shall provide warranty service to the renovation of and facilities and fittings in
12. e main construction quality indeed fails to meet with the standards Party B is entitled to unilaterally terminate this Contract 19 Party B shall notify Party A in writing if it exercises its right under this Contract to unilaterally terminate this Contract Party A shall within_O days after the receipt of such written notification return the paid purchase price in full to Party B include interest the interest is calculated according to the interest rate for deposit announced by Chinese People Bank and shall bear the liability to compensate the compensation fee shall be_O of the total purchase price and it shall be paid to Party B together with the return of the purchase price The purchase price claimed to be paid under the preceding paragraph and any other clauses under this Contract include the purchase price directly paid by Party B and paid by loan 20 When Party A or Party B unilaterally terminates this Contract pursuant to the terms of this Contract before the unilateral termination if the other party has already paid the defaulting sum pursuant to the terms of this Contract the defaulting sum already paid shall be deducted from the compensation fee under this Contract 21 In the event that either Party A or Party B has any disagreement in respect of the exercise of the right to unilaterally terminate this Contract by the other party it shall within 10 days after the day of the receipt of such written notification of the un
13. e as stipulated in clause 11 of this Contract to the actual handover date Provided that the total defaulting sum payable by Party A shall not exceed 10 of the amount already paid by Party B If Party A shall fail to handover the Premises to Party B over 90 days from its prescribed handover date Party B shall be entitled to unilaterally terminate this Contract If Party B shall unilaterally terminate this Contract Party B shall within 30 days from the expiry of the aforesaid 90 days give written notice to Party A failing which Party B shall be deemed to waive such right of unilateral termination of this Contract and this Contract shall continue to be in full force Clause 9 Supplemental to clause 13 of this Contract 1 Party B shall within 15 days from the date of issue of the Handover Notice proceed to the place designated by Party A within the prescribed time limit designated by Party A to settle all amount payable by Party B under this Contract and its Schedules and thereafter proceed to the inspection and handover of the Premises If Party B shall delay in payment of the aforesaid sum Party A shall be entitled to claim against Party B for its defaulting liabilities in accordance with clause 7 of this Contract and clause 3 of this Supplementary Conditions and the handover date of the Premises shall be postponed accordingly Save and except that Party A shall fail to comply with the handover conditions of the Premises pursuant to clause 13
14. e force majeure upon occurrence of the following event Party A shall be entitled to postpone the handover of the Premises to Party B relying on the documentary proof issued by relevant government authorities in Shanghai or professional organization recognized by government 1 the natural disaster and or other incidents out of human control 2 abnormal difficulties or material technical problems which are unable to resolve during construction period 3 any delay due to delay of obtaining approval in respect of the ancillary facilities other than due to the reason of Party A 4 any delay due to changes of government laws and or administrative order If Party B shall fail to pay all the purchase price or other amount payable by Party B hereunder in accordance with the stipulations herein contained the aforesaid handover dates shall be postponed accordingly and Party B shall be responsible for defaulting liabilities pursuant to clause 7 of this Contract and clause 3 of this Supplemental Terms and Conditions Clause 8 Supplemental to clause 12 of this Contract 1 If Party A shall fail to handover the Premises to Party B within the prescribed time period pursuant to clause 11 of this Contract Party A shall pay the defaulting sum to 23 English Translation for reference only Party B which shall be equivalent to 0 02 of the purchase price that has already been paid on a daily basis for the period from the date after the handover dat
15. ee Party A is entitled to claim for such shortfall If Party A exercises his right to terminate the Contract he shall notify Party B in writing ii this item is blank English Translation for reference only 8 After the signing of this Contract Party A shall not at its sole discretion change the construction design of the Premises see Schedule 2 Party A shall seek the written agreement of Party B and the approval and permission of the Planning and Management Department before making any such necessary changes Party A shall sign the Variation Agreement in this regard with Party B within O days after obtaining the permission If Party A changes the construction design of the Premises without prior approval of Party B Party B is entitled to unilaterally terminate this Contract 9 Party A shall not at its sole discretion alter the adjoining land surface layout plan see Schedule 6 already agreed with Party B Party A shall seek the written agreement of Party B before making any such necessary changes If Party A changes the adjoining land surface layout without prior approval of Party B Party B is entitled to demand Party A to reinstate if it is unable to reinstate Party A shall pay the defaulting sum equivalent to 0 of the total purchase price to Party B 10 The handover of the Premises shall be in accordance with the conditions set out in method iii below 1 the initial property registration formalities has been made
16. eference only or out of shape and to check whether there is any crack scratch and color difference etc on the surface of the timber door and take immediate remedial action when necessary 3 6 Ceiling Maintenance once a year Scope of service To check whether there is any cracking hollowing peeling etc on the surface of ceiling 3 7 Floor Maintenance once a year Scope of service To check whether there are any such phenomena as blackening distortion cracking etc on the floor English Translation for reference only Schedule 6 Adjoining Land and Layout of the Development The blank part in this Adjoining Land Layout is the content not yet agreed upon by both parties Party A has the right to carry out construction work according to the design approved by the Planning Department Including but not limited to greening open area artificial scenery car park supporting facilities structure etc The said blank part shall be determined after the completion of the actual construction layout plan affixed English Translation for reference only Supplementary Conditions to the Contract Party A and Party B after mutual negotiation agree to the following terms and conditions in accordance with clause 29 of this Contract Clause 1 Supplemental to clause 2 of this Contract 1 The floors of the Premises are nominal floors The Building contains no floors of 4 14 24 and 34 2 The construction height of
17. equal shares and payable in advance After issue of the inspection report the party who is liable shall bear all fees If the parties both have liabilities such fee shall be borne in equal shares If any party shall refuse to take the other party s opinion and refuse to jointly authorise the aforesaid organizations for inspection the other party shall have right to unilaterally authorise for inspection the inspection report as aforesaid shall be binding on the parties In case that the unilateral authorization cannot be proceeded due to the non incorporation of one party and such dispute cannot be resolved in time the party refusing to co operate shall be liable for all consequences and any loss sustained by any third party Clause 15 Supplemental to clause 23 of this Contract Upon formal handover of the Premises including deemed handover under this Contract Party A shall be responsible for guarantee repair and maintenance of the Premises in accordance with the stipulations set out in Schedule 5 herein save and except for the damages caused by force majeure or other factors not attributable to Party A Clause 16 Supplemental to clause 26 of this Contract 1 Before obtaining Ownership Certificate for the Newly built Commodity Property if Party B shall have right to assign the interests and benefit under this Contract to any third party pursuant to the laws and regulations Party B shall obtain Party A s prior written consent and Party
18. for inspection of the Premises and such application has not been rejected by the relevant PRC authority In the event of occurrence of the quality problems as stated in clauses 17 and 18 of this Contract Party B agrees Party A to recover the Premises together with its fitting out and equipment therein free of charge to the standard as stipulated in Schedule 3 and Party B shall not request the return of the Premises or claim against Party A for compensation pursuant to clauses 17 and 18 of this Contract In case that there is any shortage of fitting out materials as listed in Schedule 3 herein or any factor rendering Party A unable to use the said material as listed in Schedule 3 herein Party B agrees that Party A shall use other material similar to such material in order to complete the construction within time limit Party A and Party B agree that if Party B shall dispute as to whether the main structure shall have complied with standard the parties may authorize the qualified surveyor recognized by Shanghai Municipality or Luwan District If the survey report shows that the same meets the requirement Party B shall bear all charges and expenses incurred therefrom Conversely Party A shall bear such charges and expenses incurred therefrom Party A and Party B agree that the handover of the Premises shall not be affected by any defect except disqualification of main structure in the Premises upon handover and Party A shall not be liable for de
19. id by Party A to Party B 3 Party A agrees that if the difference between the preliminary construction area and the actual construction area shall be beyond 3 Party B shall have right not to pay the price for the portion beyond 3 Party A agrees that if the difference between the preliminary construction area and the actual construction area shall be beyond 3 Party B shall have right to unilaterally terminate this Contract provided that Party B shall on or before signing of the Handover Agreement failing which such right shall have been waived by Party B 2 Incase of any difference between the preliminary internal construction area and the actual internal construction area or between the preliminary common area and actual common area which makes no difference between the preliminary construction area and the actual construction area of the Premises the Purchase price shall remain unchanged If the same render the difference between the preliminary construction area and the actual construction area of the Premises the difference shall be handled 20 English Translation for reference only 3 in accordance with the aforesaid sub clause 1 In case that the Premises shall include the outdoor garden any change or difference of such outdoor garden shall not affect the Purchase price Clause 3 Supplemental to clause 7 of this Contract 1 In the event that Party B shall pay any defaulting sum Party A shall be entitled t
20. ilateral termination seek recognition of the effectiveness of the termination from the dispute resolution organization selected under clause 33 English Translation for reference only 22 When Party A hands over the Premises there exists any other problem in relation to the quality of the construction Party B is entitled to demand Party A in addition to renovate free of charge within the warranty period to compensation according to 0 times of the renovation fee It is mutually agreed that in the event of disputes related to the quality of the construction to appoint a qualified construction quality control organization in Shanghai to carry out the examination and the written certified advice issued by such organization shall be final in settling such dispute 23 From the day of inspection and handover of the Premises Party A shall be responsible to the warranty of the Premises The ambit and duration of warranty shall be determined by both Party A and Party B in Schedule 5 in accordance with Regulations for the Quality Management of Construction and Engineering and Shanghai Municipality Method of Assignment of Property promulgated by the State Council 24 Party A has employed Xin Chang Shui On Property Management Shanghai Company Limited to carry out initial property management in respect of the Premises and has signed with it the Initial Property Management Services Contract see Schedule 5 As the user of the Premises i
21. ises to Party B the Premises is free from any mortgage entered into by Party A and there shall be no any 5 English Translation for reference only other ownership or financial disputes in respect of the Premises If situation contrary to the guarantee by Party A arises after the handover Party A shall bear the liability in full 17 The Premises handed over by Party A is qualified after inspection If the standard of the renovation or the facilities of the Premises does not meet with the agreed standard set out in Schedule 3 Party B is entitled to demand compensation from Party A according to 0 times of the difference between the actual renovation and facilities and the agreed renovation and facilities If the main structure does not correspond to the agreed standard set out in Schedule 3 to this Contract Party B is entitled to unilaterally terminate this Contract It is mutually agreed by both parties that if disagreement arises in respect of the interpretation of the said standard it shall be examined by an appointed qualified construction quality control organization in town and the written certified advice issued by such organization shall be final in settling such disagreement 18 After the handover of the Premises if Party B is of the opinion that the main construction falls short of the standard it can appoint a qualified construction quality control organization in town to carry out the examination If after the examination th
22. istration and filing if the facts of the termination of this Contract occur both parties shall within 30 days from the day of the occurrence of such facts take the written documents of the termination of the Contract to Shanghai Property Registration Bureau to cancel the registration and filing If either Party A or Party B terminate this Contract according to the terms under this Contract either party shall cancel the registration and filing of this Contract at the Property Registration Organization with the evidence of the delivery of the written notification of the unilateral termination 33 In the event that disputes between Party A and Party B arise in the course of performing this Contract both Parties shall resolve the dispute by agreement If unsolvable by agreement the disputes shall be resolved by method 11 delete the unselected 1 apply for arbitration by this item is blank arbitrator ii bring an action in the People s Court according to law 34 This Contract consists of 6 sets in duplicate which carry the same effect Party A and Party B respectively holds 1 copy Shanghai Luwan District Real Estate Transaction Centre holds 2 copies Notarization Office and the mortgagee bank respectively holds if any 1 copy English Translation for reference only Schedule 1 Method of Payment and Time Limit for Payment 1 Initial Deposit RMB paid on 2 The balance RMB to be paid before The information of the
23. l belong to all owners which shall be responsible for all charges in connection with its daily operation repair and maintenance and management 7 Party A and Party B hereby agree to proceed to notarization of this Contract in Shanghai Municipality Notary Office and Party B shall be responsible for notarization fee Parties hereby jointly appoint Messrs Vincent T K Cheung Yap amp Co headquarter or its Shanghai Representative Office to be the agent of Party A and Party B to proceed with the following matters in relation to the Premises A To handle notarization preliminary registration and other formalities in relation to this Contract with Shanghai Municipality Notary Office Shanghai Real Estate Transaction Centre or the relevant Real Estate Registration Department and to pay the relevant notarization registration and other tax on their behalf B To hand in the Handover Agreement and or other documents to Shanghai Municipality Notary Office Shanghai Real Estate Transaction Centre or the relevant Real Estate Registration Department to comply with the formalities in relation to obtaining of Ownership Certificate of the Premises and or other formalities and pay the relevant notarization registration and other tax or fee on their behalf C To hand in the Property Mortgage Loan Agreement signed by Party B and relevant mortgagee banks to Shanghai Municipality Notary Office Shanghai Real Estate Transaction Centre or the relevant Real Es
24. lay of handover of the Premises The Parties 25 English Translation for reference only shall complete the handover formality pursuant to the stipulations herein contained If Party B shall fail to complete the handover formality clause 15 of this Contract and clause 11 of this Supplementary Conditions shall apply and Party A shall not be liable for repairing and maintenance obligation thereafter Clause 13 Supplemental to clause 19 of this Contract In the event that Party B shall exercise its right to unilaterally terminate this Contract Party A shall in accordance with the circumstances be responsible for the following defaulting liabilities 1 In the event of the unilateral termination of this Contract by Party B pursuant to clause 2 of this Supplementary Conditions difference in construction area clause 8 of this Contract alteration of construction design Party A shall pay to Party B the interest accrued from any part of the purchase price already paid by Party B hereunder such interest shall be calculated based on the interest rate for deposit published by Bank of China for the period from the date after receipt of any part of the purchase price paid by Party B to the date of termination of this Contract 2 In the event of the unilateral termination of this Contract by Party B pursuant to clause 2 delay in handover of the Premises by Party A clause 17 main structure not in accordance with stipulations clause 18 disq
25. n accordance with the prescribed time limit set out herein duly deposit the full payment to the designated bank account for pre sale of property of Party A pre sale payment monitor organization this item is blank account name this item is blank account number this item is blank The pre sale payment shall be used in accordance with the monitoring regulation regulated by the Government The deadline and method of payment by Party B are expressly agreed by both Party A and Party B in Schedule 1 7 In the event that Party B fails to make payment according to the prescribed time limit under this Contract Party B shall pay a defaulting sum to Party A the defaulting sum shall be 0 02 of the overdue amount on a daily basis The time for calculating the defaulting sum shall run from the second day after the due day of payment up to the day of actual payment If the delay shall exceed 90 days Party A has the right to choose option i below to claim for any liability incurred by Party B i Party A is entitled to terminate this Contract unilaterally Party B shall undertake the liability to make compensation The compensation fee is 10 of the total purchase price of the Premises Party A is entitled to deduct the compensation fee from the purchase price already paid by Party B the remaining of the purchase price shall be returned to Party B In the event that the purchase price already paid by Party B falls short of the compensation f
26. nal underground area 1S _ square meter purchase price as set out in Supplementary Conditions The height of the Premises is meter The Construction design and floor plan of the Premises is set out in Schedule 2 to this Contract the construction structure standard of renovation and facility are set out in Schedule 3 to this Contract other matters related to the Premises mortgage and tenancy are set out in Schedule 4 to this Contract relationship with adjoining lands and layout of the development is set out in Schedule 6 to this Contract the Preliminary Property Management and Service Contract and Deed of Mutual Covenant or other related undertaking are set out in Schedule 5 to this Contract 3 Party B purchases the Premises the unit purchase price per square meter of the construction area exclusive of the price of completed renovation of the Premises is RMB According to the preliminary surveyed construction area of the Premises surveyed by Party A the total purchase price exclusive of the price of completed renovation of the Premises of the Premises is RMB The price of the completed renovation of the Premises is RM 4 The total purchase price of the Premises purchased by Party B include the price of renovation and facilities set out in Schedule 3 is the total price of the Premises and the corresponding proportion of land use right The agreed total purchase price hereof shall not be adjusted save for
27. ndover of the Premises or deemed handover of the Premises pursuant to relevant stipulations Party A shall be responsible for any property tax land use right premium and other relevant charges payable by Party A From and inclusive of the date of handover of the Premises all taxes charges and management repair and maintenance and other taxes for common area shall be borne by Party B solely Clause 19 Other clauses 1 The total purchase price set out in this Contract shall exclude all other charges other than selling price of the Premises Unless provided otherwise all charges in relation to the sale and purchase of the Premises including legal costs if any plan fee notarization fee charges concerning transfer of ownership registration fee and taxes and charges imposed by relevant government authorities shall be borne by Party B 2 Before formal handover of the Premises Party B shall pay all relevant charges including but not limited to water electricity communication deposits if any property maintenance fund fitting out debris removal fee if any cable TV setting up fee including all terminals within the Premises 3 month s management fee and other relevant tax and charges Party B agrees to pay property management fee no more than RMB9 2 per month per square meter of construction area to the initial property management company pursuant to clause 24 of this Contract 3 This Clause is applicable to Block 1 Block2 Block10
28. nformation Party B shall increase such initial payment or submit such relevant personal information to meet the banks requirement so that the 2 instalment shall be paid to Party A s account before the due date herein stipulated failing which Party B shall be deemed to be in default of payment of the same Clause 4 Supplemental to clause 8 of this Contract If Party A shall alter the construction design of the Premises Party A shall obtain the approval from the planning department Party A shall inform Party B in writing within 10 days from the approval date of such alteration by the planning department Party B shall have right to give written reply to Party A as to whether Party B shall return the Premises within 15 days upon issue of such notice by Party A If Party B shall state in its reply that Party B will not return the Premises or Party B shall fail to give such written reply Party B shall be deemed to accept such alteration of the construction design Clause 5 Supplemental to clause 9 of this Contract If Party A shall alter the design of the said district Party A shall obtain the approval from the planning department Party A shall inform Party B in writing within 10 days from the approval date of such alteration by the planning department Party B shall have right to give written reply to Party A as to whether Party B will have any objection within 15 days 22 English Translation for reference only upon issue of such notice by
29. not to measure whether the pressure condition of the refrigent is within the normal range or not to wash the external and internal cooling coils to observe whether the running current is within the normal range while the air conditioner is in operation to measure the temperature change at the air outlet to check whether there is any abnormal sound generated with the whole machine and to clean the filter screen 2 Mechanical amp Electrical System 2 1 Water Supply and Drainage Pipelines Maintenance once a year Scope of service To check whether the connectors valves and the joints between pipes are watertight or not No leakage should be allowed Pipes should be properly secured To check whether the drainage flow is fluent or not whether the valves can be smoothly operated To ensure there is no leakage at the joints between pipes and washing basin dish basin as well as between pipes and pipes to make sure that the testing pressure of the cold water pipes shall be 1 5 times of the working pressure of pipe system and make sure there is no leakage and to make sure the testing pressure of the hot water shall be 2 0 times of the working pressure of the pipe system and there is no water leakage to make sure the faucets can be switched on off smoothly without any leakage 2 2 Electric Maintenance once a year Scope of service To check whether the connecting wirings to the control box is secured or not and make sure there is no loosenes
30. nouncement notification and advance appointment issued by Party A or its appointed property management company It shall not be regarded as non performance of warranty service by Party A if the developer or its appointed property management company fails to carry out the inspection and maintenance by reasons of Party B 1 Equipment and Facilities 1 1 Gas pipelines and Cooker Maintenance once a year 14 English Translation for reference only Scope of service To check whether there is any gas leakage and aging phenomenon on the gas connecting pipelines to check whether the automatic gas safety device is secured and proper functioning to check whether there is any aging phenomenon and electricity leakage on the power cord in case the power voltage for the cook appliance is 220v and to check whether there is any deformation and defects with such parts of the cooker as the firer To clean the inside of the cooker 1 2 Range Hoods Maintenance once a year Scope of service To check whether the oil filter screen works normally or not to check whether the exhaust fan works with abnormal sound or jamming phenomenon and to check whether electrical insulation is within the safe range 1 3 Water Heater Maintenance once a year Scope of service To check whether there is any leakage in the gas pipelines to check whether the safety valve works in order to check the proper functioning of the ignition and automatic gas safety devices to
31. nsfer of the Premises as a result hereto shall be borne by party A 14 WithinO days after Party A has made the initial registration formalities for the newly built commodity property and has obtained the Ownership Certificate for the Newly built Commodity Property Real Estate Ownership Certificate both Party A and Party B shall sign the Handover Agreement required under this Contract The Premises Handover Agreement shall be the mandatory document for the transfer of title of the Premises Within_O days after the signing of the Premises Transfer Agreement by Party A and Party B both parties shall make the price declaration the transfer of title and application for the Property Ownership Certificate in respect of the Premises to Shanghai Luwan District Real Estate Transaction Centre 15 The risk in respect of the Premises shall be passed from Party A to Party B from the day of handover If Party B fails to make the procedures for the inspection and handover of the Premises in accordance with the agreed date Party A shall issue a reminder in writing for one time In the event that Party B fails to make the procedures for the inspection and handover of the Premises in accordance with the date set out in the reminder the risk in respect of the Premises shall be passed to and borne by Party B from the next day after the date of inspection and handover set out in the reminder 16 Party A guarantees that at the time of handover of the Prem
32. ntil the day of actual payment If the 4 English Translation for reference only delay shall exceed 90 days Party B is entitled to choose method ii below to claim for any liability which may be incurred by Party A i Party B is entitled to unilaterally terminate this Contract ii see supplementary conditions 13 In compliance with the handover conditions under clause 10 Party A shall notify Party B in writing to process the procedures for the handover of the Premises 1 day before the day of handover Party B shall within 15 days after the receipt of the said notification inspect the Premises with Party A and take the Premises thereafter The symbol of the handover of the Premises is the signing of the Premises Handover Agreement by Party B in respect of the Premises At the time of the inspection and handover Party A shall present the identification documents of the handover conditions of the Premises as agreed under clause 10 of this Contract As the land use purpose of the Premises is residential Party A shall provide the Quality Warranty of Newly built Residence and the User Manual of the Newly Built Residence to Party B Meanwhile Party A shall upon to the demand of Party B provide the information related to the actual surveyed area If Party A does not present and provide the materials required in the preceding paragraph Party B is entitled to reject the Premises the liability incurred by the delay in the tra
33. o deduct such sum from the payment made by Party B first If Party B shall fail to pay any amount beyond 90 days from their due dates Party B shall be deemed to breach this Contract Party B agrees that Party A shall be entitled to terminate this Contract by giving written notice to Party B In such event Party B shall execute the relevant documents for termination of this Contract with Party A and attending the registration and complying with the relevant formalities pursuant to the relevant stipulations as required by Real Estate Transaction Centre Party A shall have right to sell the Premises to any third party If Party B shall fail to attend the registration or comply with the relevant formalities for termination of this Contract Party B in addition to its liabilities for overdue payment of the Purchase price shall also be responsible for the defaulting sum calculating on 10 of the Purchase price If the compensation paid by Party B to Party A shall not cover the loss and damage of Party B Party A shall be entitled to claim against Party B Clause 7 of this Contract together with this Supplementary Conditions shall apply to the Purchase price and any other payment ought to be made by Party B pursuant to the stipulations as set out in this Contract and its Schedules The payment thereof shall only be deemed to be paid by Party B upon receipt of the same by Party A The due dates for any payment ought to be made by Party B under this Contract
34. od all the terms in the covenants Hereby solemnly sign and execute undertake to abide to the covenants Sign and acknowledgment of receipt by Party B a The duration and ambit of the warranty of the Premises From the day of the handover or deemed handover of the Premises under use in normal circumstances the ambit and duration of the warranty of the Premises is as follows the reasonable period of usage as evidenced in the design document of the construction for the underground foundation and main structural construction of the residence 10 years for the waterproof of the surface structure 5 years for bathrooms which have waterproof requirement and outer wall leakage proof 3 years for the safe installation of doors and windows without crack 3 years for wall surface 3 years for gas pipeline water pipeline installation and repair of facilities Details of the list of renovation are seen in Schedule 3 The warranty of the interior facilities and fittings by Party A is until 30 September 2012 details of the list of facilities and fittings is seen in Schedule 3 Exclusivity of Liability The above warranty refers to problems with the quality of the construction occur when use under normal circumstances Party A shall not be liable to any losses incurred due to Party s B own renovation or inappropriate use any change or modification made by Party B in respect of the Premises any part renovated by Party B or fair wear
35. of this Contract or fail to provide Quality Guarantee for Newly built Residential Property and Explanation of Use for Newly built Residential Property Party B shall not refuse to take the Premises If Party B shall fail to take the Premises Party A shall not be liable for delay in handover of the Premises and the handover of the Premises shall be dealt with in accordance with clause 15 of this Contract and clause 11 of this Supplemental Terms and Conditions Clause 10 Supplemental to clause 14 and clause 31 of this Contract 1 After obtaining the Real Estate Ownership Certificate for Newly built Commodity Property Real Estate Ownership Certificate by Party A and settlement of all amount payable hereunder by Party B Party B shall execute the Handover Agreement with Party A before taking the Premises Shall Party B refuse to execute the Handover Agreement Party A shall be entitled not to deliver the Premises to Party B and the handover of the Premises shall be dealt with in accordance with clause 15 of this Contract and clause 11 of this Supplemental Terms and Conditions If due to any change in Government policy Party B is required to provide relevant documents for preliminary registration or obtaining of Ownership Certificate and other formalities of the Premises Party B shall actively cooperate to provide such documents If this Contract cannot be proceeded after submission of such relevant information both parties agree to handle the rele
36. rty A 6 Party B shall submit all information regarding the mortgage loan to the mortgagee bank confirm the mortgage loan amount thereof and complete all relevant formalities including signing mortgage loan contract settling relevant charges in 15 days when signing of this Contract Party B shall also have the obligation to cooperate the register of aforesaid mortgage loan 7 Upon occurrence of any of the following events Party B shall be deemed to be in default of payment of the purchase price and Party B shall be responsible for defaulting liabilities 1 Party B fails to complete all relevant formalities regarding the mortgage loan including signing mortgage loan contract settling relevant charges in 15 days when signing of this Contract if Party B pay the 2 instalment by a way of mortgage loan 2 due to the reason of Party B the mortgagee bank shall fail to advance the 2 instalment of the purchase price to Party A or Party A shall have not received such sum on the due date of payment of the same 3 in case of the shortfall between mortgage loan amount and the mortgage loan amount advanced by the mortgagee bank such shortfall shall be payable by Party B before the due date of such gud instalment otherwise Party B shall be deemed to be in delay of payment of the same 4 in case of any change of policies of the mortgagee bank which shall require Party B to increase the initial payment ratio or submit relevant personal i
37. rty A has acquired the land use right of Luwan District Huai Hai Zhong Road Street 113 Jie Fang 1 3 Qiu by way of assignment ransfer erant of land use right and has obtained the Ownership Certificate through the registration of land use right 1 English Translation for reference only according to law the Certificate No is Hu Fang Di Shi Zi 2007 No 001859 the site area 1s 23 863 square meter the user is residential Party A has obtained permission to invest and construct the property Casa Lakeville tentative name present name The structure of the main construction is steel and concrete the number of floor of the construction above ground level is the number of floor below ground level is The abovementioned Property is in the possession of the pre sale condition under Shanghai Municipality Regulations concerning Assignment of Property and the Shanghai Municipality Housing and Land Resource Administration Bureau has permitted the pre sale the Pre sale Permission Certificate No Yu Zi Hao 2 Party B purchase from Party A the premises situate at Floor__ Block Casa Lakeville Avenue 506 Huang Pi Nan Road Lu Wan District Shanghai hereinafter called the Premises the government permitted user is residential The preliminary surveyed construction area surveyed by Party A is square meter of which the interior construction area is square meter and the common area construction area 1s square meter The additio
38. s and overheating to check the switches and sockets are installed firmly by visual inspection and manual operation and to check with special instruments whether the positions for the phase conductors the zero wires and the earth wirings on the sockets meet the requirements or not 2 3 Cable TV Maintenance once a year English Translation for reference only Scope of service To test all the TV terminal sockets in the unit with electric accumulator gauge to make sure they meet the specified technical standards 2 4 Cable Door phone System Maintenance once a year Scope of service To test the indoor door phone to make sure the signal is normal there is no noise and the operating buttons are properly functioning 2 5 Telephone Maintenance once a year Scope of service To check whether the wires inside the machine room are connected well or not 2 6 Sanitary and Bath Equipment Maintenance once a year Scope of service To check whether the installation becomes loosen or not to check whether the drainage flow is fluent or not to check whether there is any water leakage at various joints and to check whether the valves and switches are operative or not 3 Civilwork and Fitout 3 1 Plastering Work Maintenance once a year Scope of service To check whether there is any foaming peeling cracking etc on the wall surface and on the ceiling to check whether there is any foaming peeling cracking etc on the ceiling and
39. s residential both Party A and Party B have signed the this item is blank Deed of Mutual Covenant see Schedule 5 25 The premises and the exclusive right to use the land purchased by Party B is inseparable From the day of transfer of the land use right of the property Party A shall transfer to Party B the right obligation and liability agreed by Party A and Shanghai Municipal Housing and Land Resources Administrative Bureau under the Grant Fransfer of Land Use Right Contract 26 Party B has the right to transfer and mortgage its rights under this Contract the Option Right When Party B exercises the above right according to law Party A shall offer assistance 27 The delivery made by either party to the other party under this Contract of any documents reply or any other correspondence shall be in writing and shall be sent by registered mail or direct hand delivery to the address set out in this Contract or any other address as changed and notified to the other party in accordance with this clause If it is sent out by registered mail it shall deem to have reached the other party 5 days after the day of postage If it is sent out by direct hand delivery it shall be deemed to be delivered upon the signing such receipt 28 Party A and Party B shall bear its own tax liability arising in the course of the sale and purchase of the Premises in accordance with the rules 29 The supplementary conditions schedules and supplemen
40. tary agreement under this Contract are inseparable parts of this Contract In the event of discrepancy between the 7 English Translation for reference only supplementary conditions supplementary agreement and the main terms the supplementary conditions and supplementary agreement shall prevail Both parties shall enter into the variation agreement in respect of any change and variation of any matter not covered by this Contract and any matter needed to be changed in the course of the performance of this Contract 30 Both Party A and Party B upon signing of this Contract understand and are willing to strictly perform their respective rights and obligations In the event that either of the party is in breach of this Contract the other party shall be entitled to claim for damages under this Contract 31 This Contract shall become effective from the day of the signing by both parties notarized by this item is blank notarization office It is mutually agreed by both parties that within 30 days from the effective day of this Contract both parties shall appoint Vincent T K Cheung Yap amp Co Shanghai Office to be determined to be responsible to process the formalities for registration and filing In the event that the responsible party fails to make the registration and notification within the time limit and loss is incurred to the other party the responsible party shall bear the liability to compensate 32 After the reg
41. tate Registration Department to comply with the formalities in relation to obtaining of third Party Right Certificate Cancellation of registration of Mortgage and or other formalities and pay the relevant notarization registration and other tax or fee on their behalf D Party B agrees to pay all charges imposed by relevant government authorities in relation to the aforesaid formalities Party B has already read and the Schedule 2 Schedule 3 Schedule 4 Schedule 5 and Supplemental Conditions of this Contract and agreed to accept all contents of such Schedules and Supplemental Conditions 29
42. the Premises details of the warranty shall be referred to the Guides to the Warranty Scheme supplied by Party A which include warranty means the periodic inspection and maintenance of the interior renovation and the facilities and fittings of the Premises by Party A or its appointed property management company If the warranty duration has expired Party A shall not be liable to any repairs of the damages to the renovation and facilities and fittings duration of the warranty means the warranty of the facilities and fittings run from the day or deem day of handover of the Premises until 30th September 2012 The warranty period of the mechanical system construction and renovation is 3 years from the day or deem day of handover of the Premises Warranty period shall not be extended due to any reason Renovation and facilities and fittings means according to the agreement under this Contract the undertaking and procurement responsible by Party A together with the renovation and facilities and fitting hand over to the owner Renovation and procurement made by Party B shall not enjoy the warranty service provided by Party A Party A or its appointed property management company shall carry out periodic inspection and maintenance in respect of the facilities and fittings in the Premises the number and details of the maintenance and inspection is as seen as follows The time of periodic inspection and maintenance shall be decided by the an
43. the walls of the balcony and the work balcony 3 2 Mounting ceramic tiles and floor tiles Maintenance once a year Scope of service To make sure there is no crack and broken areas etc on the wall and floor tiles and to check whether there is any hollowing beneath the wall and floor tiles etc 3 3 Woodwork Maintenance once a year Scope of service To check whether there is any peeling of glue on the surface and any protruding at the edges and corner to check whether the woodwork is installed firmly and whether the cabinet doors can be opened and closed smoothly to check whether the metal fittings are installed firmly by visual inspection and hand contact 3 4 Aluminum Alloy Door and Window Maintenance once a year Scope of service The aluminum alloy door and window shall be installed firmly shall be level transversely and straight vertically consistent in their heights and sealed tightly The aluminum door and window shall be waterproof and can be opened and closed smoothly The metal fittings such as the locks shall be maintained and kept in good conditions and can be opened and closed easily 3 5 Timber Door Maintenance once a year Scope of service To check whether the installation of timber door becomes loosen or not and whether the metal fittings such the locks are in order and in good conditions and whether can be opened and closed easily To make sure the timber door is not deformed 17 English Translation for r
44. ualification of main structure of this Supplemental Terms and Conditions Party A shall not only pay to Party B the amount as stated in sub clause 1 hereinabove but also pay to Party B the defaulting sum equivalent to 10 of any part of the purchase price already paid by Party B hereunder In case that the defaulting sum shall not cover the direct loss suffered by Party B Party B shall be entitled to claim against Party A In the event that Party B shall excise the aforesaid right the parties shall execute the relevant documents in relation to termination of this Contract Party A shall refund any part of the purchase price already paid by Party B the defaulting interest or defaulting sum payable by Party A pursuant to this clause within 30 days from the date the parties shall have completed the formality concerning the termination of this Contract pursuant to the relevant stipulations as required by Property Transaction Management Department Party A shall also return the notarization and registration fee already paid by Party B Save and except the aforesaid Party A shall not pay any other fees or compensation to Party B and Party B shall have no right to demand or claim against Party A Upon completion of registration or relevant formality regarding termination of this Contract Party B shall have no interest or benefit in the Premises and Party A shall have right to sell the Premises to any third party and Party B shall have no objection Cla
45. use 14 Supplemental to clause 22 of this Contract 1 During the maintenance guarantee period in case of any defects relation to quality subject to the exclusion of liabilities as stipulated in Schedule 5 Party A shall be responsible for recovery of the same Party A will be responsible for repairing of any damage caused by the aforesaid recovery works provided that Party A shall not be liable for any compensation other than the aforesaid Party A shall not be 26 English Translation for reference only responsible for any guarantee maintenance of the aforesaid repairing works Party A and Party B agree that if the parties shall have disputes on liability regarding the construction quality the parties will jointly authorise Shanghai Property Quality Inspection Organization to inspect and the written inspection report issued by the said organization shall be binding on the parties If the parties shall have disputes on equipment or other fixtures which are provided by Party A in accordance with the handover standards but do not belong to the building such as water closet toilet equipment kitchen equipment electrical appliance the parties agree to jointly authorise Shanghai Municipality Products Quality Monitoring and Inspection Centre to inspect and the inspection report issued by such organization shall be binding on the parties The inspection charges or other charges by the aforesaid organizations if any shall be borne by the parties in
46. vant procedures for termination of this Contract In such event Party A shall return to Party B the purchase price 24 English Translation for reference only already paid without interest and Party B shall bear all other fees related to this Contract Clause 11 Supplemental to clause 15 of this Contract 1 Party A and Party B agree that if Party B shall fail to comply with handover formalities as stipulated herein the Premises shall be deemed to be delivered to Party B by Party A with effect after the date for handover as stipulated by Party A in the Demand Notice issued by Party A Save as the repairing and maintenance obligations on the part of Party A as provided under clause 22 of this Contract and clause 15 of this Supplemental Terms and Conditions any damage to the Premises any loss caused by force majeure or any other risk and the relevant charges payable by Party B pursuant to the regulations of Deed of Mutual Covenant shall be solely borne by Party B The risk of the Premises shall be at Party B from the Handover Date or deemed Handover Date The handover formalities contained in this Contract shall mean execution of Handover Agreement and compliance with formalities regarding acceptance of handover of the Premises Clause 12 Supplemental to clauses 17 and 18 of this Contract 1 The inspected and passed premises in this Contract shall mean the relevant PRC authority has already accepted and approved the application
47. where the preliminary surveyed construction area does not correspond to the actual construction surveyed area 2 English Translation for reference only 5 At the handover of the Premises the construction area of the Premises surveyed by a surveying firm recognized by the Shanghai Municipal Housing and Land Resources and Administrative Bureau shall prevail If the preliminary surveyed area by Party A does not correspond to the actual surveyed area unless the laws rules or regulations provided otherwise the matter shall be handled as follows i return the excess or compensate for the shortfall according to the unit price of per square meter of the construction area of the Premises ii Party A agrees that in the case where the discrepancy between the preliminary surveyed area and the actual surveyed area exceeds 0 include Q_ Party A shall not demand the purchase price of the excessive part Party A agrees that in the case where the discrepancy between the preliminary surveyed area and the actual surveyed area exceeds 0 include 0 Party B is entitled to terminate this Contract unilaterally Party B shall raise and exercise its right to unilaterally terminate the Contract at the time of or before signing of the Handover Agreement otherwise he shall be treated as having waived such right 6 At the time of signing of this Contract the construction progress of the Premises is up to this item is blank Party B shall i
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