‘THE LAW SOCIETY CONDITIONS OF SALE THESE CONDITIONS ARE COPYRIGHT AND MAY NOT BE REPRODUCED Title : These conditions are known as the Law Society Conditions of Sale. Interpretation In these conditions, where the context so admits: (a) “completion” means completion of the purchase as provided for by condition 4; (b) "the contract" means the contract incorporating these conditions Or any of them by reference to them, and includes the particulars, Special Conditions and sale plan referred to in the contract; (©) "completion date” means the date shown in the Special Conditions, failing which either: (i) inrespect ofa controlled transaction, forty-two (42) days after receipt by the vendor of consent to the transaction; or (ii) inrespect of a contract which is not a controlled transaction, forty-two (42) days after the date of the contract; (d) “controlled transaction” has the meaning given to it in the Land Control Act (Cap. 302); (e) "conveyance" includes an assignment, a lease or an underlease and, in relation to Tand registered under the Registration of Titles Act (Cap. 281) or the Registered Land Act (Cap. 300), the prescribed instrument of transfer, and ‘convey’ has a corresponding meaning; (f) "deposit" means ten (10) per centum of the purchase money excluding the price of moveables, livestock, chattels, fittings and other separate items; (g) "interest" means the annual rate of interest specified in the Special Conditions or, if none is so specified, two (2) percentage points above the maximum rate of interest which may be charged by specified banks for loans or advances pursuant to Section 39 of the Central Bank of Kenya Act (Cap. 491); provided that, if more than one maximum rate is so specified, the lowest rate shall be applied; (hb) "mortgage" includes charge; (i) “outgoings” means all rents, rates, taxes and other sums due to any Government, municipal, township, local or other authority and the premium paid on any policy of insurance transferred to the purchaser but does not include any payment due under the Streets Adoption Act (Cap. 406) or any other charge of a capital nature payable under the Local Government Act (Cap. 265); (j) “the parties’ means the vendor and the purchaser; (k) "the property” means the subject-matter of the sale; (I). "the purchase money"means the price agreed by the contract for the purchase of the property and includes the agreed or the valued price of moveubles, livestock, chattels, fittings, and other separate items. Where a deposit has been paid, references to the purchase money mean the balance thereof; (m) "purchaser’s mortgagee” means any person in whose favour the purchaser is proposing to create a mortgage over the property and whose mortgage is intended to be registered contemporaneously with the conveyance; (n) "vendor and "purchaser" include persons deriving title under them respectively; (0) ‘working day” means any day from Monday to Friday (inclusive) other than; (i) any gazetted public holiday; and (ii) any other day specified in a Special Condition as not a working day. ee EET TE EI2 (2) Reference to any written law shall include any written law substituted therefor or such law as amended. @ Words importing the masculine gender include the feminine and words importing the singular number include the plural and vice versa. 4 Where the last day for doing any act falls on any day other than a working daysuch act may be done on the next following working day. (5) Where there are more purchasers than one of any property their abilities arejoint and several. 3. Deposit ‘The purchaser shall, on or before entering into the contract, pay to the vendor's advocate or the estate agent negotiating the sale on behalf of the vendor as stakeholder such a sum as will, together with any preliminary deposit paid to the vendor orsuch agent, amount to ten (10) per centum of the purchase méney (excluding any separate price to be paid for moveables, livestock, chattels, fittings and other separate items). Such sum or sums shall be paid either by banker’s draft or by a cheque Grawnupon an advocate’s client account. In the event that the draft or chequeis dishonoured upon first presentation, the vendor shall have the right, exercisable at any time prior tothe completion date by notice in writing to the purchaser, to elect to treat the dishonour as a repudiation of the contract by the purchaser. Upon the giving of such notice, the contract shall be null and void for all purposes. 4, Completion (1) Completion shall, unless otherwise agreed in writing between the parties or their advocates and the advocates for any mortgagee, take place at the office of thevendor’s ite or, if required by the vendor at least five (5) working days prior to the completion date, at the office of the vendor's mortgagee or his advocate 2 (2) Completion shall take place in manner set out hereunder. namely: (a) Upon completion, the purchaser shall pay the purchase money to the vendor’s, advocate who shall hold the same as stakeholder until registration of the conveyance. If registration of the conveyance shall not be effected within thirty (30) days of completion, vendor may, without prejudice and in addition to any other right or remedy, give notice to the purchaser requiring him to effect the registration of the conveyance within such period (not being less than thirty (30) days from the date of the notice)as may be specified in the notice. If the conveyance shall not have been registeredon or before the expiry of the notice, the purchaser shall, within seven (7) days after suchexpiry: (i pay and release to the vendor unconditionally the whole of the purchase price and all other sums payable under the contract; or (ii) treat the contract as rescinded whereupon the purchaser shall return all documents delivered to him by the vendor against repayment of any sums paid by way of deposi} otherwise and the purchaser shall, at his own expense, procure the cancellation of ay entry relating to the contract in any register; (b) Where the vendor has agreed that the whole or any part of the purchase money shall not be paid upon completion but shall be secured by an undertaking from the purchaser's advocate or the purchaser's mortgagee or his advocate, therelevant undertaking , in form and substance satisfactory to the vendor, shall bedelivered to theyendor’s advocate upon completion together with the payment of any unsecured balance of the purchase money; Where the provisions of paragraph (b) of this sub-condition apply, registration of the conveyance and, if so required by the purchaser, of any morigage in favour of a purchaser's mortgagee shall be undertaken by the vendor’s advocate subject to the following conditions: (i) upon completion, the documents referred to in paragraph (4) of this sub-condition shall be produced for inspection by the purchaser’s advocate and, if applicable, the advocate for any purchaser’s mortgagee; (i) upon completion, the purchaser shall pay to the vendor's advocate a sumufficient to pay the stamp duty on the conveyance and any mortgage in favour of a purchaser's mortgagee and the registration fees for those documents and shall deliver to the vendor’s advocate an undertaking addressed to the Collector of Stamp Duties in form and substance sufficient to enable immediate registration of the conveyance pending any valuation required by the Collector: . (iii) for the purposes of this paragraph, the expression “registration” shall, where the purchaser 1s a’company incorporated under the Companies Act (Cap. 486) or a co-operative society registered as a registered society under the Co-operative Societies ‘Act (Cap. 490), in the case of any mortgage include registration. of such mortgage in accordance with the provisions of the Companies Act or (as the case maybe) of the Co-operative Societies Act; |) Against payment or delivery (as the case may be) in accordance with paragraph (a) or (b) above, the vendor shall deliver or, where paragraph (c) applies, produce for inspection to the purchaser’s advocate and, if so required by the purchaser, the advocate for the purchaser's mortgagee the duly executed conveyance and all necessary, = | discharges of encumbrances, consents and clearance certificates together with, if required by the purchaser, a duly completed Stamp Duty Valuation Form. |) Upon registration of the conveyance, the party responsible for registration shall give. written notice within seven (7) days to the other party whereupon: (i) where paragraph (a) applies, the purchase money shall be released to the vendor; (ii) where paragraph (b) applies, the title deeds to the property and the conveyance shall be delivered to the purchaser or his mortgagee against compliance with the undertaking referred to in that paragraph. {The vendor shall not be obliged to accept payment of any money due on completion or in fulfilment of an undertaking other than by one or more of the following methods: {a) legal tender; {(b) abanker’s draft drawn by and upon a bank registered under the Banking Act (Cap. 488); () an OF anata authority to release any deposit held by a stakeholder; (4) otherwise as the vendor shall have agreed before completion. the parties agree that completion shall be effected through the post, completion shall ‘take place when: (a) the money due on completion is paid to the vendor ;and 4 (b) the vendor’s advocate holds to the order of the purchaser all the documents to which the purchaser is entitled on completion.“i | (5) For the purposes ¢f this condition, money is paid when the vendor or , as the case may be, the vendor’s advocate receives payment by a method specified in sub-condition (3). | Where the parties have agreed upon a direct credit to a bank account at a specified branch, payment is made when that branch receives the credit. (6) (a) ‘This sub-condition applies if the money due on completion is not paid by such time on the day of completion as is specified in the Special Conditions or, if none is So specified, by2.30 p.m. on that day. For the purposes of condition 8 only, completion shall be deemed to bepostponed by reason of the purchaser’s delay from the day of completion until the next working day. (©) The purchaser shall not, as a result of the deemed postponement of completion, be liable to make any payment of interest to the vendor unless the vendor gives him notice claiming such payment within five (5) working days after completion (as to which period time shall be of the essence of the contract). Payment of interest so demanded shall be due five (5) working days after receipt of such notice. (7) This sub-condition applies unless a Special Condition provides that time is of the essence t in respect of the completion date: (a) _ In this condition “completion notice" means a notice served in accordance with this sub-condition; (b) Ifthe sale shall not be completed on the completion date, either party (being, then himself ready, able and willing to complete) may after that date serve on the other party notice to complete the transaction in accordance with this sub-condition, A party shall ‘be deemed to be ready, able and willing to complet (@)_ Ifhe coyld be so but for some default or omission of the other party; (2) notwithstanding that any mortgage on the property is unredeemed when the completion notice is served, if the aggregate of all sums necessary to redeem all such | mortgages (to the extent that they relate to the property) does notexceed the sum | payable‘on completion, (c) Upon service of a completion notice it shall become a term of the contract that the transaction shall be completed within twenty-one (21) days of service and, in respect of such period, time shall be of the essence of the contract. (@) If the purchaser does not comply with a completion notice: @__ the purchaser shall forthwith return all documents delivered tohim by the vendor and at his own expense procure the cancellation of any entry relating to the contrac any register; ® without prejudice to any other rights or remedies available to him, the vendor may forfeit and retain any deposit paid and/or resell the property by auction, tender or private treaty. If on any such re-sale contracted within six (6) months after the completion date the vendor incurs a loss, the purchaser shall pay to the vendor liquidated damages. The amount payable shall be the aggregate of such loss, all costs and expenses reasonably incurred in any such re-sale and any attempted re-sale and interest at the contract rate ‘on such part of the purchase money as is from time to time outstanding (giving, credit for the amount of the forfeited deposit (if any) and for all sums received under any re-sale contract on account of the re-sale price) after the completion date; if the vendor does not comply with a completion notice, the purchaser, without prejudice to any other rights or remedies available to him,may give notice to the vendor forthwith to pay to the purchaser any sums paid by way of deposit or otherwise under the contract and interest on such sums at the contract rate from four (4) working days after service of the notice until payment. On. (b)() compliance with such notice, the purchaser shall not be entitled to specific performance of the contract but shalll forthwith return all documents delivered to himby the vendor and, at the expense of the vendor, procure the cancellation of any entry relating to the contract in any register; (g) _ Where, after service of a completion notice, the time for completion shall have been extended by agreement or implication, either party may again invoke the provisions of this condition which shall then take effect with the substitution of "ten (10) days" for “twenty-one (21) days" in paragraph (c) of this sub-condition. Possession Save as provided in Condition 6, the purchaser shall not be entitled to possession Of the property until he has paid or (as the case may be) unconditionally authorised the release of the whole of the purchase money to the vendor. Possession Before completion Where the purchaser takes possession of the property before completion other than. under a Jease or tenancy entered into before the contract, the purchaser occupies the property as licensee of the vendor and not as tenant and the taking of possession is ni an acceptance of the vendor's title or a waiver of the purchaser’s right to make requisitions or objections to title; From the date of taking possession until either completion or until the vendor retakes possession the purchaser shall: (a) keep the property in as good a state of repair and condition as it was inwhen he took possession; and (b) farm the property in a good and husbandlike manner; and (c) pay all rates, rents, taxes, costs of insurance and repairs and other outgoings in respect of the property; and (d)_ be entitled to the rents and profits as if the completion date had arrived; and () pay interest on the purchase-money; and (© not agree to lease, charge, mortgage or part with possession of the property or any part thereof without the prior consent of the vengor. If the contract becomes void or is rescinded, the purchaser shall: (a) forthwith deliver up possession of the property to the vendor; and (b) apply any insurance money received by him in respect of the property in making good any loss or damage to the property or otherwise account for the same to the satisfaction of the vendor. Where the purchaser is a lessee or tenant, the contract does not determine or affect the lease or tenancy. Apportionment In this Condition: (a) “the apportionment day" means: (i) _ if the property is sold with vacant possession of the whole, the day completion takes place or, where the purchaser has taken possession prior to that date, the date of possession; (ii) in any other case, the completion date. (b) "payment period” means one of the periods for which a sum pay able periodically is payable, whether or not such periods are of equal length.2) 3) (4) () Ge On completion the income and outgoings of the property shall, subject to paragraph q (3) of this sub-condition and apy adjustment required by condition 6, be apportioned as at the apportionment day. For the purposes of apportionment only, it shall be assumed: | (a) that the vendor remains the owner of the property until the end of the apportionment day; and (b) that the sum to be apportioned: (i) accrues from day to day; Gi) _is payable throughout the relevant period at the same rate as on the apportionment day. Sums payable periodically shall be apportioned by charging o or allowing: (a) for any payment period entirely attributable to one party, the whole of the instalment therefor: (b) for any part of a payment period, a proportion on an annual basis. Asum shall not be apportioned if: (a) the purchaser cannot, by virtue only of becoming the owner of the property, either enforce payment of it or be obliged to pay it; or (b) it is an outgoing paid in advance, unless the vendor cannot obtain repayment and the purchaser benefits therefrom or is given credit therefor against a sumthat would | otherwise be his liability. (6)(a) ‘This sub-condition applies, where the property is leasehold, to any sum dueunder the lease by the tenant to the landlord or vice versa in respect of any period filling wholly ~ oF parlly prior to the apportionment day, the amount of which is not notified by the landlord to either party before the completion date; (p) A sum to which this sub-condition applies shall forthwith upon such notification be apportioned as if it had been so notified before completion, and thereupon the vendor shall make any appropriate payment to the purchaser or vice versa. 7) The balance found due on apportionment shall be paid by or allowed to the purchaser upon completion. @) Where at the completion date a new rate has not been imposed the rateis deemed to be the same as the previous rate and the purchaser shall have no claim onthe vendor if the rate imposed after the completion date exceeds the previous rate. Interest on Purchase Money Subject to sub-condition (2) hereof, where completion is delayed beyond the completion date by an act or default of the vendor or his mortgagee no interest is payableon the purchase money. (a) Where completion is delayed beyond the completion date by an act ordefault of the vendor or his mortgagee, the purchaser may deposit the purchase mony upon seven (7) days call at any bank in the town where the office of the vendor's advocate is situated ’and give to the vendor notice in writing of such deposit. (b) From the date of receipt by the vendor of notice under paragraph (a) hereof, the vendor is bound to accept the interest allowed on the deposit unless and until completion is further delayed by an act or default of the purchaser andthe purchaser is entitled to the rents and profits and is liable for the outgoings. In lieu of his remedies under paragraphs (a) and (b) hereof, the purchiser may pive to the vendor notice in writing of the out-of-pocket expenses he is suffering by reason of the delay in completion. (c)-T- (4) The vendor may offer to allow the purchaser possession before completion in which case any notice under paragraph (c) hereof shall be of no effect. (e) Iii every other case, the purchaser shall be allowed by the vendor on completion such out-of pocket expenses or proportion thereof (not exceeding those claimed im the notice) as are reasonable considering the nature of the property, the extent of the delay and the nature ofthe expenses claimed and any other circumstances affecting the claim whether or not of the same nature as the foregoing. (3) Where the completion is, for any reason whatsoever, other than the default of the vendor or | his mortgagee, delayed beyond the completion date, the purchaser shall, subject as is hereinafter otherwise provided, pay to the vendor on completion interest on the balance | of the purchase money computed from the completion date until the date of payment of | the purchase money in fu! (both dates inclusive) provided however that, where any portion of the purchase money is secured by an undertaking under the provisions of condition 4(2)(b), interest on the secured balance’shall only be payable from the earlier { of tbe following dates, namely: | (a) a date seven (7) days after successful registration of tle conveyance; or (b) a date thirty (30) days after the completion date. If any payment provided for in the Special Conditions is not paid’on the date agreed, ‘on completion the purchaser shall pay to the vendor interest on such payment from the date agreed until actual payment. 1). Abstract of Title 18 (1) Within fourteen (14) days of the date of the contract, the vendor shall deliver to the | purchaser either the title deeds or copies of the title deeds to the property or an abstract. of the title to the property. (2). Where the title deeds are forwarded to an advocate they are held by him until their return or until completion on his professional undertaking to hold them to the order of the vendor returnable on demand and on his undertaking not to make any use of them other than for the purposes of investigating title and preparing the conveyance. The purchaser may, by notice in writing, require the vendor to produace to him copies of any title deeds or deed plan which are necessary to complete the verador’s title or properly to identify the property. \ ‘Where the original deeds have not been forwarded, they shall be haraded to the purchaser on completion. |. Objections and Requisitions Within fourteen (14) days after delivery to him of the abstract, title deeds or copies, the purchaser may give the vendor notice in writing of any objection to Or requisition on: (a) title or evidence of title; or (b) the description of the property; or (c) the abstract; or (d) the contract, as regard matters not therein specifically provided for; Subject to any objection or requisition, the purchaser is deemed to accept the vendor’s title. 2) No objection or requisition may be made subsequently unless it could not have been made on {the information supplied by the vendor.@) All objections and requisitions shall be answered in writing within fourteen (14) Gays efter receipt and, if not so answered, are deemed to be correct. (4) Time is of the essence of this Condition. 11. Recission (1) Where a purchaser makes an objection or a requisition under Condition 10 with which the vendor is unable to comply or with which he is unwilling to comply on reasonable grounds of difficulty, delay or unreasonable expense, the vendor may pive to the purchaser written notice referring to this Condition, specifying his grounds and requesting withdrawal of the objection or requisition within a specified period being not less than seven (7) days. (2) If the purchaser fails to withdraw the objection or requisition within the period specified by the notice, the vendor may by notice ia writing tc the purchaser rescind the contract. (3) Onrecission the vendor shall repay to the purchaser his deposit and any payment of purchase price without interest and the purchaser shall return to the vendor all papers belonging to the vendor. (4) The purchaser has no claim against the vendor for costs, compensation or otherwise. (5) Where the contract becomes void under any law the provisions of sub-conditions (3) and (4) apply. 12, Leaseholds . Where the property is leasehold: (1) The title shall commence with the lease or underiease creating the interest sold. (2) The purchaser is deemed to have notice of the contents of the lease or underlease creating the interest sold and the sale is not a!fected by any partial, incomplete or inaccurate statement in the contract with reference to the contents of the lease or underlease. (3) Where the interest sold is created by an underlease, the purchaser may require the vendor to supply a copy or a certified copy of the izamediately superior lease at the purchaser's expense, (4) The purchaser may make no objection on the grounds that the covenants and conditions in the underlease do not in all respects correspond with those inthe superior lease so long as the provisions of the undes!ease substantially give effect to the provisions of the superior lease. (5) Where the tease or underlease is subject to a restriction against assignment without consent: (a) immediately after the signing of the contract, the vendor shall, at his own cost, apply for and endeavour to obtain the necessary consent; and (b) the purchaser shall perform any condition reasonably required by the reversioner before granting the consent in order tc show that the purchaser will be a satisfactory tenant; and (c) if the consent is refused or if the vendor is unable to obtain the consent within three (3) months /rom the date of the contract, either(6) a 14. qd) (2) (3) (4) 6) 15. @ Q) @) 16. qa) . Party may rescind the contract by notice in writing to the other party; and (a) on rescission, the provisions of Condition 11(3) and (4) apply. ‘The vendor does not give any covenant which would make him liable to the purchaser for a subsisting breach of any covenant concerning the state or condition of the property of which state or condition the purchaser has notice under Condition 14. Freeholds Where the title is freehold and held under the Registration of Titles Act, the Registered Land Act or under the Land Titles Act, title shall’be shown either to the Certificate of Title or to the Grant and, in all other cases, title shall be shown to the original conveyance under the Government Lands Act 1902 or the Government Lands Act (Cap.280). 280). Identity and Conditions of Property At the purchaser's request, the vendor shall point out to him the survey beacons delimiting the property. Any beacon found to be missing or misplaced on inspection shall be replaced at the expense of the vendor but the fact that a beacon is missing or misplaced is not a ground either for rescission of the contract or for delay in its completion. Where the beacon has not been replaced on completion, the purchaser may deduct from -the purchase money either the cost estimated by a licensed surveyor of its replace ment or, if no estimate has been made shs. 2,000, in respect of each missing or misplaced beacon. No claim may be made by the purchaser in respect of any beacon found to be missing or misplaced after completion. Subject to this Condition and after he has had an opportunity of inspecting the property, the purchaser has notice of the identity of the property and of its actual stateand condition and he takes it subject to such state and condition Easements, Liabilities, etc. Before contract the vendor must disclose to the purchaser the existence of all rights, privileges, latent easements or other liabilities which are known by him to affect the property and all present and contingent liabilities in respect of road and sewerage charges in. respect of which liability is to be borne by the purchasér. ‘The property is to be conveyed with the benefit of and subject to liability for all matters revealed under sub- condition (1) hereof. Where, before completion, the purchaser discovers any matter which should have been disclosed to him under sub - condition (1) hereof and has not been so disclosed, he may by notice in writing to the vendor rescind the contract whereupon the provisions of Condition 11(3) and (4) apply. Consents, ete. The propeny is sold subject to all necessary consents being obtained The vendor is responsible for obte join in making any application. Tt consents and the purchaser shall, wire necessary,Q) 7. (1) (2) (3) 18. @ 2) 3) @) 19. Q) 2) @) -10- ‘The vendor is responsible for obtaining the discharge of any encumbrance to which the property.is not sold subject. Subdivision Where the sale requires the subdivision of any property, immediately on the signing of the contract, the vendor shall at his own expense: apply for approval to the subdivision; and cause a survey to be carried out and deed plans issued by the Director of Surveys; and where the title is registered under the Registered Land Act, cause mutation or subdivision forms to be prepared and a separate register for the property to be opened. in accordance with section 25 (2) of the Registered Land Act. Misdescription and Compensation No compensation is payable nor may the contract be rescinded in respect of any description, measurement or quantity which is substantially correct nor in respect Of any matter of which the purchaser has notice under sub-conditions 12(2), 14(5) or 20(1). Subject to sub-condition (1) where any misdescription, error, omission or mis-staternent in the contract is pointed out before completion, the purchaser may either: (a) rescind the contract by notice in writing to the vendor to be given within fourteen of the discovery of the misdescription, error, omission or mis-statemment in ase the provisions of Condition 11(3) and (4) apply; or (b) -by notice in writing to the vendor, require the payment or allowance of compensation. ‘Where the compensation under sub-condition (2) hereof canaot be agreed between the parties, it shall be referred to a sole arbitrator agreed between the rarties or in default of agreement appointed by the Chairman or the Vice-Chairman of the Law Society of Kenya. Notwithstanding the foregoing provisions of this Condition, where the property differs substantially from the property agreed to be sold and purchased, the purchaser cannot compel the vendor to convey if the vendor wuld be prejudiced thereby. Local and other Authorities’ Requirements ‘Where, before the date of the contract, the vendor had notice of any requirement, proposal or request (whether or not subject to confirmation by any court or authority) made by or on behalf of any local or public authority, compiiznce with which would involve the expenditure of money on the property, the vendor shall indemnify the purchaser against all liability in respect thereof and, if any liability is outstanding on completion, the vendor shall covenant for indemnity in the conveyance. Where, after the date of the contract, notice of any such requirement, proposal or request is given to the vendor, he shall forthwith give notice i g thereof to the purchaser. The purchaser will indemnify the vendor against liability in respect of any requirement, proposal or request of which he has received notice under sub-condition (2) hereof and will on completion pay to the vendor all sums(4) 20. -ll- which the vendor has aad to pay in respect thereof togethet with interest thereon. Where, before the date of the contract, the vendor had notice of: (a), any closing order, demolition order or clearance order under any law relating to housing and affecting the property; or (o) any management order under the Agriculture Act (Cap. 318) affecting the property; or (©) any notice of proposed compulsory acquisition of the property or any part thereof; the purchaser may, by notice in writing to the vendor, rescind the contract and the provisions of Condition 11 (3) and (4) apply Tenancies (1) Where the property is subject to any lease or tenancy, the purchaser takes subject to the 2) terms of the lease or tenancy and the sale is not affected by any partial, incomplete or inaccurate statement in the contract with reference thereto. No objection may be made on account of the absence of agreement in writing with any tenant and the purchaser shall accept such evidence of the nature of the tenancy as the vendor is able to supply. ‘Where the property is leasehold, no odjection may be made on account of any discrepancy between the covenants by the tenant in any tenancy agreement or underlease and the lessee’s covenants in the lease under which the property is held, unless such distrepancy may give rise to a forfeiture of the lease. 211. Laws affecting the property @ (2) qa) 2) (3) (4) Where the property is or has been affected by the Rent Restriction Act(Cap. 296), the Landlord and Tenant (Shops, Hotels and Catering Establishments) Act (Cap. 301) or any other law or by any proceedings taken under such laws limiting or controlling the rent or other terms of any tenancy of the property, within fourteen (14) days of being ‘given notice in writing by the purchaser, the vendor shall give to the purchaser all such information as the vendor has concerning the recoverable rent of the property and coacerning the compliance with any obligation imposed by the said laws or by any proceedings taken thereunder and affecting the property. ‘The vendor will indemnify the purchaser against claims arising out of any tenancy in respect of the period prior to the completion date and the purchaser will indemnify the vendor against claims arising out of any tenancy in respect of the period after the completion date. Tax-Claims and Liabilities ‘The vendor shall, at the request and cost of the purchaser, supply him with all information in the vendor's possession and reasonably required for the purposes of claiming any tax relief or allowance or for ascertaining the purchaser's liability to tax in respect oft money spent on the property by the vendor or any predecessor in title; or any Government or other subsidy or grant received by the vendor or any predecessor in title; oF any tax allowance made to or balancing charge raised against the vendor or any predecessor in title; or the previous ownership or user of the propertyBoe 23. Insurance (1) The vendor is under a duty to keep the property insured against damage or destruction until completion or until possession is given to the purchaser before completion. (2) Ifthe property is damaged or destroyed while the vendor is in breach of his duty under sub-condition (1) hereof, the purchaser may either claim from the vendoron completion the amount of the loss suffered by him or may rescind the contract in which case the provisions of Condition 11 (3) and (4) apply. (3) Damage to or destruction of the property while it is insured is no ground for the rescission of the contract. 24, Conveyance 1) The conveyance shall be prepared by the purchaser and delivered to the vendor for q) y y the p V perusal and approval not les than Fourteen (14) days before the completion date. (2) The engrossment of the conveyance for execution shall be delivered to the vendor within seven (7) days of its agreement. (3) Delivery of a draft or of an engrossi.sent of a conveyance does not waive an outstanding requisition. (4) Where the sale is to be carried out by a lease or an underlease, the vendor may furnish a form of lease or underlease from which the draft can be prepared and may charge a reasonable fee not exceeding shs. 500. (5) On payment of the purchase money, the vendor will execute a proper conveyance: of the property to the purchaser and will deliver to the purchaser a rates clearance certificate and, where applicable, a land rent certificate in respect of the property valid for a period expiring not earlier than the completion date. (6) Where the vendor so requests, the purchaser shall execute the conveyance in duplicate. The duplicate shall be stamped together with the original and shall be delivered to the vendor after registration. 25. Restrictive and other Covenants Where the contract provides that any restrictive or other covenant be imposed on the property or any part thereof, the purchaser shall covenant with the vendor in the conveyance that the purchaser and persons deriving title under him will observe and perform the covenant for the benefit of the property for which the covenant is made. 26. Sales by Instalments (1) Where the contract provides for the payment of the purchase money by instalments, if the purchaser fails to pay any instalment on the day on which it becomes due, the whole of the balance of the purchase money then unpaid becomes immediately payabl (2) (The purchaser may at any time give to the vendor notice in writing of his intention to pre-pay the hallance of the purchase money and all interest to the ate of payment. Any &uenngtice once given shall be irrevocable. (3) Notice under sub-condition (2) hereof shall be of not less than fourteen (14) days expiring ona day fixed by the contract for the payment of an instalment.| (4) 6) 27, @ Q) 28. Q) (2) @) 29. 30. -13- ‘The purchaser may, at any time, require the vendor to convey the property to him upon his executing a legal mortgage in favour of the vendor securing payment of the balance of the purchase money and interest thereon, ‘The legal mortgage shall be in the form required by the vendor. Continuance of Conditions after Conveyance Any General or Special Condition to which effect is not given by the conveyance and which is capable of taking effect after completion remains in full force and effect after completion. . Where the conveyance does not give full force and effect to the General or Special Conditions of this contract, either party may apply to the court for the rectification of the conveyance. Notices ‘Any notice required or authorised by law or by the contract te be given to any person is effectively given if: (a) _ itis served personally on that person; or (b) itis delivered to his advocate; or (c) itis sent by registered post, telex or fascimile transmission to his advocate or to his last known address. Any notice posted is deemed to have been received four (4) days after its posting. Any notice sent by telex or fascilime transmission is deemed to have been received at the time of transmission. Notice given to one purchaser is notice to all joint purchasers. Payments All payments shall be made in immediately available funds without deduction or set-off and free of exchange, bank commission and other charges. Legal Costs ‘The parties shall pay the legal charges of their own advocates of and incidental to the preparation and completion of the contract and of the conveyance but all legal charges of both parties of and incidental to the preparation and completion of any mortgage and all stamp duties registration fees and search fees shall be paid by the purchaser. Law Society of Kenya 1989