exv10w1



 






Exhibit 10.1




WARNING: IT IS RECOMMENDED THAT THE WITHIN SHOULD NOT BE




COMPLETED WITHOUT PRIOR LEGAL ADVICE




Law
Society of Ireland




GENERAL CONDITIONS OF SALE

2001 (REVISED) EDITION




PARTICULARS

and

CONDITIONS OF SALE

of

PROPERTY AT ABBEY ROAD, DUN LAOGHAIRE, CO. DUBLIN




SALE BY AUCTION

to be held at Lisney, 24 St. Stephen’s Green, Dublin 2

on the 30 day of September 2005

at 3.00 o’clock




Vendor: European Electronic Test Centre




Vendor’s Agents: Lisney




Address: 24 St. Stephen’s Green, Dublin 2




Vendor’s Solicitor: A & L Goodbody




Address: International Financial Services Centre, North Wall Quay, Dublin 1




Reference: FBH 01-335491




Law Society General Conditions of Sale

2001 (Revised) Edition

0 Law Society of Ireland





 









 










MEMORANDUM OF AGREEMENT made this 30 day of September 2005

BETWEEN




EUROPEAN ELECTRONIC TEST CENTRE

having its registered office at PO Box 271, Grand Cayman Islands, British West
Indies




	 	 	 	 	 
	PPS Number(s)
	 	 	 	 
	 
	 	 	 	 
	 

	 	(VENDOR)
	 	 
	AND
	 	 	 	 
	Dekmot Haughey (In trust for Dorville Homes Ltd)
	 	 	 	 
	 
	 	 	 	 
	of
	 	 	 	 
	 
	 	 	 	 
	PPS Number(s)
	 	 	 	 
	 
	 	 	 	 
	 

	 	(PURCHASER)	 	 





whereby it is agreed that the Vendor shall sell and the Purchaser shall purchase in accordance
with the annexed Special and General Conditions of Sale the property described in the within
Particulars at the Purchase Price mentioned below




	 	 	 	 	 
	Purchase
Price: €8,850,000

	 	Closing Date: 27 October 2005	 	 
	 
	 	 	 	 
	less
deposit: €885,000

	 	Interest rate: 10% per cent per annum
	 	 
	 
	 	 	 	 
	Balance:
€7,965,000
	 	 	 	 
	 
	 	 	 	 
	SIGNED

	 	SIGNED	 	 
	 
	 	 	 	 
	:/s/ Lynn Wong
	 	 	 	 
	 
	 	 	 	 
	(Vendor)

	 	(Purchaser)	 	 
	 
	 	 	 	 
	Witness :/s/ Fiona Hickey

	 	Witness :/s/ Peter Browne	 	 
	Occupation: Solicitor

	 	Occupation:	 	 
	Address: Dublin

	 	Address: 211 St.	 	 







 









 








PARTICULARS AND TENURE



ALL THAT AND THOSE part of the hereditaments and promises demised by Lease dated 21 February 1949
(the Lease) made between Clara Espinasse of the first part, Arthur James Beatty of the second part,
Anthony Boyland and Patrick Boyland of the third part being the property comprised in and demised
by a Deed of Assignment dated 16 November 1960 and made between the said Christopher G. Cooney
Limited of the first part, The Governor and Company of the Bank of Ireland of the second part and
Warner-Lambert Ireland Limited of the third part and thereon edged red. HELD for the term of 200
years from the 29 day of September 1948 subject to the
yearly rent of €115.00 (but
indemnified against the payment of the entire thereof) and subject to the covenants and conditions
therein contained on the Lessee’s part to be observed and performed insofar as same may affect the
Subject Property.




SUBJECT TO AND WITH THE BENEFIT OF:-





	(1)	 	Lease dated 12 March 1962 between Warner-Lambert
(Ireland) Limited and The Electricity Supply Board for the term of 100 years from 12 March 1962 for the yearly rent of 1 shilling.
	 
	(2)	 	Lease dated 27 June 2003 (the Occupational Lease)
and made between the Vendor of the one part and Abbey Healthcare Limited of the other part in respect that part of the Subject Property
therein
described for a term of 4 years and 9 months from 1 April 2003 expiring on 31 December 2007
for the
annual rent of €66,000.






 









 








DOCUMENTS SCHEDULE





	A.	 	TITLE
	 
	1	 	Certified copy Lease dated 21 February 1949 and made
between Clara Espinasse of the first part, Arthur James Beatty of the second part and Anthony Boyland and Patrick Boyland of the third
part.
	 
	2.	 	Original Assignment dated 16 November 1960 made between Christopher G. Cooney Limited of the
first part, The Governor and Company of Ireland of the second part and Warner-Lambert (Ireland)
Limited of
the third part.
	 
	3.	 	Original Deed of Assignment dated 9 May 1985 made between Warner-Lambert Ireland Limited of the
one part and the Vendor of the other part.
	 
	4.	 	Original Declaration dated 1 April 1985 of Denis Bergin confirming compliance with covenants
contained
in the Lease and the Supplemental Indentures dated 7 May 1954 and 23 September 1960.
	 
	5.	 	Original counterpart Lease dated 12 March 1962 made between Warner-Lambert (Ireland) Limited of
the one part and The Electricity Supply Board of the other part.
	 
	6.	 	Original counterpart Deed of Covenant dated 17 November 1960 between Warner-Lambert (Ireland)
Limited and The County Council of the County of Dublin of the other part.
	 
	7.	 	Certified copy counterpart Deed of Endorsement dated 23 September 1960 between Clara Espinasse
and Christopher G. Cooney Limited in respect of Lease dated 21 February 1949.
	 
	8.	 	Counterpart Lease dated 27 June 2003 and made between the Vendor of the one part and Abbey
Healthcare Limited of the other part.
	 
	B.	 	PLANNING
	 
	9.	 	Copy Notification of Grant of Permission Register Reference Number G498.
	 
	10.	 	Copy Notification of Decision to Grant Permission Register Reference Number K298.
	 
	11.	 	Copy Notification of Grant of Permission Register Reference Number M489.
	 
	12.	 	Copy Notification of Grant of Permission Register Reference Number M2368.
	 
	13.	 	Planning Permission Register Reference Number 2652.
	 
	14.	 	Planning Permission Register Reference Number R.A.1315.
	 
	15.	 	Copy Building Bye-Law Approval Notice BBL/771/77.






 









 









	16.	 	Copy Building Bye-Law Approval Order Number BBL/617/68.
	 
	17.	 	Original Architect’s Certificate of Compliance of Paddy Dowling dated 5 December 1985.
	 
	18.	 	Certificate of Compliance dated 3 May 1985 of
Christopher Kearon with Planning Permission renew boundary wall and railings and external loading dock.
	 
	19.	 	Copy Planning Search dated 22 June 2005.
	 
	C.	 	GENERAL
	 
	20.	 	Original Family Law Declaration of Denis Bergin dated 27 March 1985 for the benefit of the
Vendor.
	 
	21.	 	Copy Section 45 Consent dated 23 March 1985.
	 
	22.	 	Copy Certificate of Incorporation and Memorandum and Articles of Association of the following:-






	 	22.1.	 	Christopher G. Cooney Limited.
	 
	 	22.2.	 	Warner-Lambert Ireland Limited.
	 
	 	22.3.	 	European Electronic Test Centre.






 









 








SEARCHES SCHEDULE



Negative Search No. 1007/1985 together with Negative Search for all acts by Warner-Lambert Ireland
Limited from 19 March 1985 to 4 March 1996 and against the Vendor from 9 May 1985 to the date of
the Certificate to affect the lands of Kill-O’The-Grange in the Barony of Rathdown and County of
Dublin and situate at Abbey Road, Dun Laoghaire in the County of Dublin.





 









 








SPECIAL CONDITIONS





	1	 	Save where the context otherwise requires or implies or the text hereof expresses to the
contrary, the
definitions and provisions as to interpretation set forth in the within General Conditions
shall be applied
for the purposes of these Special Conditions.
	 
	2.	 	The said General Conditions shall:






	 	2.1.	 	apply to the sale in so far as the same are not hereby altered or varied, and
these Special Conditions shall prevail in case of any conflict between them and the General
Conditions
	 
	 	2.2.	 	be read and construed without regard to any amendment therein, unless
such amendment shall be referred to specifically in these Special Conditions.






	3.	 	Title






	 	3.1.	 	The title to the Subject Property shall commence with the Lease dated 21 February 1949 and
shall pass to Indenture of Assignment dated 16 November 1960 and shall be deduced
therefrom. A certified copy only of the Lease shall be handed over on closing. Without
prejudice all intermediary title and prior title documents in the Vendors possession shall be
handed over on closing.
	 
	 	3.2.	 	By virtue of Supplemental Indentures dated 7 May 1954 and 23 September 1960 each made
between Clara Espinasse of the one part and Christopher G. Cooney Limited of the other part
the Lease was varied in that the said Supplemental Indentures permitted (inter alia) the erection
of a factory on the Subject Property and the user thereof for traders, manufacturers or
businesses. The Purchaser will be furnished with a certified copy of the Deed of Endorsement
dated 23 September 1960 and will accept same as evidence of the Lessor’s consent for the
construction of the buildings on the Subject Property and that all conditions to which such
consents may be subject have been complied with. The Vendor does not have in its
possession a copy of the Supplemental Deed dated 7 May 1954 and the Purchaser shall not
call for the Vendor to produce the said Deed and the Purchaser shall raise no objection,
requisition or enquiry in this regard.
	 
	 	3.3.	 	The Subject Property is being sold subject to and with the benefit of Indenture of Sub-Lease
dated 12 March 1962 and made between Warner-Lambert (Ireland) Limited of the one part and
The Electricity Supply Board of the other part for the term of 100 years from 12 March 1962
subject to yearly rent of one shilling (if demanded). The consent of the party entitled to the
Lessors’ interest under the 1949 Lease, to the grant to the 99 year Lease to the ESB is
endorsed on the said Lease. Nothing further will be provided. The Vendor has never
demanded from the ESB the rent payable under the Sub-Lease from the date the Vendor
acquired the Property. No objection, requisition or enquiry shall be
raised in this regard. The Vendor will notify the ESB of the change in ownership following the sale.




 









 












	 	3.4.	 	The Property is being sold subject to the restrictive covenant contained in the Deed dated 17
November 1960 and made between Warner-Lambert (Ireland) Limited of the one part and
Dublin County Council of the other part in relation to the use of the Subject Property. In this
regard the Purchaser is referred to Declaration of Denis Bergin (Director of Warner-Lambert
Ireland Limited) dated 1 April 1985 (paragraph 5) in which he confirms to the best of his
knowledge, information and belief that the covenants and conditions contained in this Deed
have been complied with and that no notices have been served on Warner-Lambert (Ireland)
Limited by the County Council. On closing the Purchaser will be furnished with a similar
declaration from an officer of the Vendor confirming that insofar as they are aware the
covenants and conditions contained in the Deed dated 17 November 1960 have been complied
with since the Vendor acquired the Subject Property and that no notices have been served on
the Vendor by the said County Council or on their behalf or by any other party. Nothing further
shall be provided and no objection, requisition or enquiry shall be raised in this regard.
	 
	 	3.5.	 	The Purchaser is referred to the Declaration of Denis Bergin (Director of Warner-Lambert
(Ireland) Limited) dated 1 April 1985 (paragraph 4) as evidence of compliance of the
obligations
of the Lessee contained in the Lease and the Supplemental Agreements and as evidence
that
there has been no material change of use of the Subject Property by Warner-Lambert
(Ireland)
Limited since it acquired the Property in 1960. On closing an officer of the Vendor
will provide a
Declaration confirming that to the best of their knowledge, information and belief
there have
been no breaches of the said covenants and that no notices have been served in respect
of the
Subject Property comprised in and demised by the Lease and that there has been no
material
change of use of the Subject Property by the Vendor since it acquired the Subject
Property in
1985.
	 
	 	3.6.	 	The Vendor has made no steps to acquire the freehold interest in the Property. It
will be matter for the Purchaser to make any enquiries in relation to the acquisition of
the freehold of the Subject Property and no objection, requisition or enquiry shall be
raised in this regard.
	 
	 	3.7.	 	To the extent that the Vendor’s interest in the Subject Property is subject to
any mortgage or charge on completion, the Purchaser shall not require a release and
discharge of the relevant mortgage or charge on the completion of the Sale but shall
accept the Vendors Solicitors’ undertaking to discharge out of the proceeds of sale all
sums required to satisfy the relevant mortgage or charge and to furnish a release and/or
discharge in respect thereof (or alternatively the relevant mortgage with a vacate
endorsed) as soon as practicable following completion of the Sale.






	4.	 	Occupational Lease






	 	4.1.	 	The Purchaser is referred to the Occupational Lease at document number 8 of the
Documents Schedule hereto in which part of the Subject Property is let to the
Occupational Tenant for a term of 4 years and 9 months from 1 April 2003 to 31 December
2007 and subject to the annual rent of €66,000 (inclusive of insurance).






 









 









	 	4.2.	 	The Purchaser shall assume and the Vendor shall not be obliged to prove compliance by
the Occupational Tenant of the Subject Property with any covenants on the their part
contained in
the Occupational Lease.
	 
	 	4.3.	 	The rent for the quarter in which the closing date falls shall be apportioned
from the date of closing to the end of that quarter in respect of the rent actually
received. In the event that the Occupational Tenant shall not have discharged the rent
in respect of the period up to the date of actual closing the Vendor shall be entitled
to collect from the Occupational Tenant outstanding arrears of rent due under the
Occupational Lease in respect of the period up to the date of completion and if
necessary to issue proceedings against the Occupational Tenant (but not proceedings for
bankruptcy, winding up, dissolution or ejectment).
	 
	 	4.4.	 	The Purchaser shall not call for evidence of payment of rates by the Occupational Tenant
in relation to that part of the Subject Property let to the Occupational Tenant or for
evidence of
payment of water charges, refuse charges and similar outgoings and accepts that the
same is
the liability of the Occupational Tenant as occupier thereof. The Purchaser shall be
deemed to
satisfy itself in that regard prior to the execution hereof and shall raise no
objection, requisition
or enquiry in relation thereto. No apportionment shall be required on completion in
respect of
such outgoings in respect of that portion of the Subject Property. The Vendor will
apportion
commercial rates only in respect of the part of the Subject Property occupied by the
Vendor.






	5.	 	Planning






	 	5.1.	 	The Purchaser shall carry out its own inspection and survey of the Subject Property and will
satisfy itself regarding the extent to which the Subject Property (which, for the avoidance of
doubt includes all buildings and structures thereon and any work carried out thereon) and use
thereof complies with the provisions of the Local Government (Planning and Development) Acts
1963 to 1999, the Planning and Development Act 2000, the Local Government (Sanitary
Services) Acts 1878 to 1964, the Building Control Act 1990, the Safety, Health and Welfare at
Work Act 1989, the Fire Services Act 1981 (hereinafter collectively referred to as the Planning
Acts) and any enactments or re-enactment thereof and all regulations made from time to time
thereunder effect the Subject Property or the use thereof.
	 
	 	5.2.	 	The Purchaser is furnished with the Planning Permissions, the Building Bye Law Approval
Notice and the Certificate of Compliances referred to at 9 to 18 of the Document
Schedule and
copy planning search at number 19 of the Document Schedule. The Vendor refers to
Permission D00A/0530 listed on the planning search and confirms that no works were
carried
out on foot of this Permission. The Vendor does not have a copy of Permission D00A/0530
and
the Purchaser shall not call for a copy of same. No further permissions, approvals,
certificates,
opinions or correspondence shall be furnished or required in relation to the Subject
Property
and General Condition 36 is hereby varied.






 










 







	6.	 	Identity
	 
	 	 	The Purchaser shall be deemed to have satisfied itself in relation to all matters pertaining
to the identity of the Subject Property and the boundaries thereof prior to the execution
hereof and shall raise no objection, requisition or enquiry in this regard. General Condition
14 is hereby deleted.
	 
	7.	 	Completion
	 
	 	 	The sale shall be completed and the balance of the purchase money paid by the Purchaser on or
before the closing date in sufficient time to enable the Vendor to receive full value for the
balance of the purchase price on the date of actual completion. The provisions of General
Condition 24 (a) of the 2001 Contract are hereby varied accordingly.
	 
	8.	 	Insurance
	 
	 	 	The Vendor shall on the date of closing cancel its insurance in respect of the Subject
Property. The Purchaser shall effect its own insurance as and from the date of completion of
the sale.
	 
	9.	 	Vacant Possession
	 
	 	 	The sale of the Subject Property is subject to the Occupational Lease and accordingly vacant
possession of that portion of the Subject Property let to the Occupational Tenant shall not
be delivered on completion.
	 
	10.	 	Roads and Services
	 
	 	 	The Purchaser shall be deemed to have satisfied itself prior to the execution hereof that the
Subject Property is adequately serviced and has the benefit of all easements, rights and
privileges required for the proper use and enjoyment of same and the extent to which the
roads, laneways and services to and abutting the Subject Property have been taken in charge
by the Local Authority and shall raise no objection, requisition or enquiry in this regard.
	 
	11.	 	Non-Title Information
	 
	 	 	The non-title information has not been completed as the Property comprises a commercial
property.
	 
	12.	 	No Turn
	 
	 	 	The Purchaser shall not (without the prior consent of the Vendor) assign, novate, sub-sell or
otherwise dispose of its interest in respect of the Subject Property under this Contract.
	 
	13.	 	Entire Agreement
	 
	 	 	This Contract comprises the entire of the Agreement between the Vendor and the Purchaser. Any




 









 










statements, representations, warranties or otherwise whatsoever made by the Vendor, its agents or
employees during the course of negotiations leading up to the closing date which are not herein
contained and set forth are hereby treated as having been withdrawn and will have no force or
effect at law whatsoever.





 









 








NON-TITLE INFORMATION




	 	 	 	 	 
	Query

	 	Reply
	 	(Please tick and / or Insert
	 

	 	 	 	comments as appropriate)






	 	 	 	 	 	 	 
	1 SERVICES	 	YES	 	NO	 	COMMENT
	1.1. How is the Subject Property serviced
as to:
	 	 	 	 	 	 
	1.1.1. drainage;
	 	 	 	 	 	 
	1.1.2. Water supply,
	 	 	 	 	 	 
	1.1.3. electricity;
	 	 	 	 	 	 
	1.1.4. gas; and
	 	 	 	 	 	 
	1.1.5. otherwise.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	1.2. Have the services (including roads,
lanes, footpaths, sewers and drains)
abutting or servicing the Subject
Property been taken over by the Local
Authority?
	 	 	 	 	 	 
	Will a letter from the Local Authority or
a solicitor’s certificate to vouch the
position be furnished on or before
closing?
	 	 	 	 	 	 
	If services are not in charge, are there
appropriate easements and indemnities
in existence?
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	1.3. Is the Subject Property serviced by:
	 	 	 	 	 	 
	1.3.1. septic tank; or,
	 	 	 	 	 	 
	1.3.2. private drainage scheme.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	1.4. Is the Subject Property serviced for
television and K so, is it by;
	 	 	 	 	 	 
	1.4.1. Cable T.V.;
	 	 	 	 	 	 
	1.4.2. Satellite Dish;
	 	 	 	 	 	 
	1.4.3. MMDF;
	 	 	 	 	 	 
	1.4.4. TV aerial owned by Vendor; or
	 	 	 	 	 	 
	1.4.5. TV aerial owned by another.
	 	 	 	 	 	 
	If 1.4.2 or 1.4.4 applies, will it be
included in the Purchase Price?
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	1.5. Is there a telephone line to be supplied
with the Subject Property?.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	1.6. Is there an ISDN line to be supplied
with the Subject Property’?
	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 
	2.1. Are there any contents included in the
Purchase Price?
	 	 	 	 	 	 
	If so, give Vendors estimate of value.

	 	 	 	 	 	€
	 
	 	 	 	 	 	 
	2.2. Are there any fixtures, fittings or
chattels included in this Sale which are
the subject of any Lease, Rent, Hire
Purchase Agreement or Chattel
Mortgage?
	 	 	 	 	 	 
	If so, furnish now the Agreement and
on closing proof of payment to date or
discharge thereof.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	3. OUTGOINGS
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	3.1. What is the Rateable Valuation of:
	 	 	 	 	 	 
	3.1.1. Lands;

	 	 	 	 	 	€
	3.1.2. Buildings.

	 	 	 	 	 	€
	 
	 	 	 	 	 	 
	3.2. Give particulars of any other periodic or
annual charge which affects the
Subject Property or any part of it.
	 	 	 	 	 	 






 









 







	2.	 	CONTENTS                     Yes No           Comment
	 
	i.	 	Are there any contents included in the Purchase Price.
	 
	 	 	If so, give Vendor’s estimate of value.
	 
	ii.	 	Are there any fixtures, fittings or chattels included in this Sale which are the subject of
any Lease, Rent, Hire Purchase Agreement or Chattel Mortgage.
	 
	 	 	If so, furnish now the Agreement and on closing proof of payment to date or discharge
thereof.
	 
	3.	 	OUTGOINGS
	 
	i.	 	What is the Rateable Valuation of:






	 	(a)	 	Lands;
	 
	 	(b)	 	Buildings.






	ii.	 	Give particulars of any other periodic or annual charge which affects the Subject Property or
any part of it.






 










 







			
	NOTE:	 	These General Conditions are not to be altered or deleted other than by way of Special
Condition. A Special Condition altering or deleting a General Condition should give the
reason for such variation, unless manifestly evident.
Special Conditions should be utilised in instances where it is required to adopt
Recommendations or Advices of the Law Society or of any Committee associated with it,
where such Recommendations or Advices are at variance with provisions expressed in the
General Conditions.








GENERAL
CONDITIONS OF SALE

DEFINMONS





In these General Conditions:

“Conditions” means the attached Special Conditions and these General Conditions




“Documents Schedule”, “Searches Schedule” and “Special Conditions” mean respectively
the attached Documents Schedule, Searches Schedule and Special Conditions.




“Memorandum” means the Memorandum of Agreement on Page 1 hereof




“Particulars” means the Particulars and Tenure on Page 2 hereof and any extension of
the same




“Purchaser” means the party identified as such in the Memorandum




“Sale” means the transaction evidenced by the Memorandum, the Particulars and the
Conditions




“Subject Property” means the property or interest in property which is the subject of
the Sale




“Vendor” means the party identified as such in the Memorandum.




	2.	 	In the Conditions save where the context otherwise requires or implies:






“Apportionment Date” means either (a) the later of (i) the Closing Date (as defined
hereunder) and (ii) such subsequent date from which delay in completing the Sale shall
cease to be attributable to default on the part of the Vendor or (b) in the event of
the Vendor exercising the right referred to in Condition 25 (a)(ii) hereunder, the
date of actual completion of the Sale or (c) such other date as may be agreed by the
Vendor and the Purchaser to be the Apportionment Date for the purpose of this
definition




“Assurance” means the document or documents whereby the Sale is to be carried into
effect




“Closing Date” means the date specified as such in the Memorandum, or, if no date is
specified, the first Working Day after the expiration of five weeks computed from the
Date of Sale




“Competent Authority” includes the State, any Minister thereof, Government Department,
State Authority, Local Authority, Planning Authority, Sanitary Authority, Building
Control Authority, Fire Authority, Statutory Undertaker or any Department, Body or
person by statutory provision or order for the time being in force authorised directly
or indirectly to control, regulate, modify or restrict the development, use or
servicing of land or buildings, or empowered to acquire land by compulsory process




“Date of Sale” means the date of the auction when the Sale shall have been
by auction, and otherwise means the date upon which the contract for the Sale shall
have become binding on the Vendor and the Purchaser



 









 











“Development” has the meaning ascribed to it by the Local Government (Planning and
Development Act) 1963 or by the Planning and Development Act, 2000 which ever meaning
shall be applicable to the circumstances




“Lease” includes (a) a fee farm grant and every contract (whether or not in writing or
howsoever effected, derived or evidenced) whereby the relationship of Landlord and
Tenant is or is intended to be created and whether for any freehold or leasehold
estate or interest and (b) licences and agreements relating to the occupation and use
of land, cognate words being construed accordingly




“Non-Title Information Sheet” means the Non-Title Information sheet attached hereto




“Planning Legislation” means the Local Government (Planning and Development)
Acts 1963 to 1999, the Planning and Development Act, 2000, Building Bye Laws, the
Building Control Act 1990, and all regulations made under those Acts




“Purchased Chattels” means such chattels, fittings, tenant’s fixtures and other items
as are included in the Sale




“Purchase Price” means the Purchase Price specified in the Memorandum PROVIDED HOWEVER
that, if the Sale provides for additional moneys to be paid by the Purchaser for
goodwill, crops or Purchased Chattels, the expression “Purchase Price” shall be
extended to include such additional moneys




“Requisitions” include Requisitions on the title or titles as such of the Subject
Property and with regard to rents, outgoings, rights, covenants, conditions,
liabilities (actual or potential), planning and kindred matters and taxation issues
material to such property




“Stipulated Interest Rate” means the interest rate specified in the Memorandum, or, if
no rate is so specified, such rate as shall equate to 4 per centum per annurn above
the Court Rate obtaining pursuant to Section 22, Courts Act, 1981 and ruling at the
date from which interest is to run




“Working Day” does not include any Saturday or Sunday or any Bank or Public Holiday or
any of the seven days immediately succeeding Christmas Day.



INTERPRETATION





	3.	 	In the Conditions save where the context otherwise requires or implies:






Words importing the masculine gender only include the feminine, neuter and common
genders, and words importing the singular number only include the plural number and
vice versa




The words “Vendor” and “Purchaser” respectively include (where appropriate) parties
deriving title under them or either of them and shall apply to any one or more of
several Vendors and Purchasers as the case may be and so that the stipulations in the
Conditions contained shall be capable of being enforced on a joint and several basis




Any condition (or, as the case may be, any part of any condition) herein contained,
not going to the root of the Contract, which shall be or become void, illegal or
invalid or shall contravene any legislation for the time being in force, shall, while
the same shall continue to be void, illegal, invalid, or so in contravention be deemed
to have been severed and omitted from the Conditions PROVIDED HOWEVER that neither its
inclusion in the first instance nor its deemed severance and omission as aforesaid
shall prejudice the enforceability of the



 









 




Conditions nor affect or curtail the other stipulations and provisions herein set forth



Unless the contrary appears, any reference hereunder:





	(a)	 	to a particular Condition shall be to such of these General Conditions of Sale as is
identified by said reference
	 
	(b)	 	to a Statute or Regulation or a combination of Statutes or Regulations shall include
any extension, amendment, modification or re-enactment thereof, and
any Rule,
Regulation, Order or Instrument made thereunder, and for the time being in force




Headings and marginal notes inserted in the Conditions shall not affect the construction thereof
nor shall the same have any contractual significance.




AUCTION





	4.	 	Where the Sale is by auction, the following provisions shall apply:






	(a)	 	the Vendor may divide the property set forth in the Particulars into lots and
sub-divide, consolidate or alter the order of sale of any lots
	 
	(b)	 	there shall be a reserve price for the Subject Property whether the same shall
comprise the whole or any part of the property set forth in the Particulars and the
Auctioneer may refuse to accept any bid. If any dispute shall arise as to any bidding
the Auctioneer shall (at his option) either determine the dispute or again put up the
property in question at the last undisputed bid. No person shall advance at a
bidding a sum less than that fixed by the Auctioneer, and no accepted bid shall be
retracted. Subject to the foregoing, the highest accepted bidder shall be the
Purchaser
	 
	(c)	 	the Vendor may:






(i) bid himself, or by an agent, up to the reserve price




(ii) withdraw the whole of the property set forth in the Particulars or, where
such property has been divided into lots, withdraw any one or more of such
lots at any time before the same has been sold without disclosing the reserve
price




	(d)	 	the Purchaser shall forthwith pay to the Vendor’s Solicitor as stakeholder a deposit
of ten per centum (10%) of the Purchase Price in part payment thereof, and shall
execute an agreement in the form of the Memorandum to complete the purchase of
the Subject Property in accordance with the Conditions.





PRIVATE TREATY SALE





	5.	 	Where the sale is by private treaty, the following provisions shall apply:
	 
	(a)	 	the Purchaser shall, on or before the Date of Sale, pay to the Vendor’s Solicitor a
deposit of the amount stated in the Memorandum in part payment of the Purchase
Price, which deposit is, with effect on and from the Date of Sale, to be held by the
said Solicitor as stakeholder
	 
	(b)	 	if notwithstanding Condition 5(a) a part of such deposit has been or is paid to any
other person appointed or nominated by the Vendor, that other person, with effect as
from the Date of Sale, shall be deemed to receive or to have received said part as
stakeholder




 









 






	(c)	 	any moneys paid by way of deposit by or on behalf of the Purchaser prior to the Date
of Sale to the Vendor’s Solicitor or to any such other person as
aforesaid shall, up to
the Date of Sale, be held by the recipient thereof as trustee for the Purchaser.





THE FOLLOWING CONDITIONS APPLY WHETHER THE SALE IS BY

AUCTION OR BY PRIVATE TREATY




PURCHASER QN NOTICE OF CERTAIN DOCUMENTS





	6.	 	The documents specified in the Documents Schedule or copies thereof have been available
for inspection by the Purchaser or his Solicitor prior to the Date of Sale. If all or
any of the
Subject Property is stated in the Particulars or in the Special Conditions to be held
under a
lease or to be subject to any covenants, conditions, rights, liabilities or
restrictions, and the
lease or other document containing the same is specified in the Documents Schedule,
the
Purchaser, whether availing of such opportunity of inspection or not, shall be deemed
to
have purchased with full knowledge of the contents thereof, notwithstanding any
partial
statement of such contents in the Particulars or in the Conditions.





DELIVERY OF TITLE





	7.	 	Within seven Working Days from the Date of Sale, the Vendor shall deliver or send by post
to the Purchaser or his Solicitor copies of the documents necessary to vouch the title
to be
shown in accordance with the Conditions.





TITLE





	8.	 	(a)   The Title to be shown to the Subject Property shall be such as is set forth in the
Special Conditions






	 	(b)	 	Where the title to be shown to the whole or any part of the Subject Property is
based
on possession, the Vendor shall, in addition to vouching that title and dealing
with
such further matters as are required of him by the Conditions, furnish to the
Purchaser on or before completion of the Sale a certificate from the Revenue
Commissioners to the effect (i) that the Subject Property or (as the case may
be) such
part of the same as aforesaid is not charged with any of the taxes covered by
the
provisions of Section 146, Finance Act, 1994 as amended by Section 128 Finance
Act,
1996 or (ii) that the Revenue Commissioners are satisfied that any
such charge will
be discharged within a time considered by them to be reasonable
	 
	 	(c)	 	Save as stipulated in the Special Conditions the Vendor shall, prior to or at the
completion of the Sale, discharge all mortgages and charges for the payment of
money (other than items apportionable under Condition 27(b)) which affect the
Subject Property.





FOREIGN VENDOR





	9.	 	Where the Vendor is a company, corporation, association or other similar entity
incorporated, formed or established outside the State, the Vendor shall disclose this
fact in
the Special Conditions.





LEASEHOLD TITLE





	10.	 	(a)    Where any of the Subject Property is held under a lease, the Purchaser shall not call
for or investigate the title of the grantor or lessor to make the same, but
shall conclusively assume that it was well and validly made, and is a valid and subsisting lease.




 









 
















	(b)	 	Where any of the Subject Property is stated to be held under a lease or an agreement
therefor then:






	 	(i)	 	no Objection or Requisition shall be made or indemnity required on account
of such lease or agreement being (if such is the case) a sublease or agreement
therefor, or on account of any superior lease comprising other property apart
from the Subject Property or reserving a larger rent, or on the ground of any
superior owner not having concurred in any apportionment or exclusive
charge of rent
	 
	 	(ii)	 	no Objection or Requisition shall be made by reason of any discrepancy
between the covenants, conditions and provisions contained in any sublease
and those in any superior lease, unless such as could give rise to forfeiture
or a right of re-entry
	 
	 	(iii)	 	the production of the receipt for the last gale of rent reserved by the lease or
agreement therefor, under which the whole or any part of the Subject
Property is held, (without proof of the title or authority of the person giving
such receipt) shall (unless the contrary appears) be accepted as conclusive
evidence that all rent accrued due has been paid and all covenants and
conditions in such lease or agreement and in every (if any) superior lease
have been duly performed and observed or any breaches thereof (past or
continuing) effectively waived or sanctioned up to the actual completion of
the Sale, whether or not it shall appear that the lessor or reversioner was
aware of such breaches. If the said rent (not being a rack rent) shall not have
been paid in circumstances where the party entitled to receive the same is
not known to the Vendor, or if the Subject Property is indemnified against
payment of rent, the production of a Statutory Declaration so stating shall
(unless the contrary appears) be accepted as such conclusive evidence,
provided that the Declaration further indicates that no notices or rent
demands have been served on or received by the Vendor under the lease or
agreement on foot of which the Subject Property is held; that the Vendor has
complied with all the covenants (other than those in respect of payment of
rent) on the part of the lessee and the conditions contained in such lease or
agreement, and that he is not aware of any breaches thereof either by
himself or by any of his predecessors in title
	 
	 	(iv)	 	if any of the Subject Property is held under a lease or agreement for lease
requiring consent to alienation, the Vendor shall apply for and endeavour to
obtain such consent, and the Purchaser shall deal expeditiously and
constructively with and shall satisfy all reasonable requirements of the
lessor in relation to the application therefor, but the Vendor shall not be
required to institute legal proceedings to enforce the issue of any such
consent or otherwise as to the withholding of the same. If such consent shall
have been refused or shall not have been procured and written evidence of
the same furnished to the Purchaser on or before the Closing Date, or if any
such consent is issued subject to a condition, which the Purchaser on
reasonable grounds refuses to accept, either party may rescind the Sale by
seven days prior notice to the other.





PRIOR TITLE




	 	 	 	 	 
	11.

	 	(a)
	 	The title to the Subject Property prior to the date of the instrument specified in the
Special Conditions as the commencement of title, whether or not appearing by
recital, inference or otherwise, shall not be required, objected to or investigated.






 









 







	 	(b)	 	In the case of registered freehold or leasehold land registered under the
Registration
of Title Acts, 1891 to 1942 or the Registration of Title Act, 1964 the provisions
of
subparagraph (a) of this Condition shall apply without prejudice to Sections 52
and
115 of the last mentioned Act and shall not disentitle the Purchaser from
investigating the possibility of there having been a voluntary disposition on the
title
within the period of twelve years immediately preceding the Date of Sale or a
disposition falling within Section 121, Succession Act, 1965 as extended by
Section 25
(5), Family Law Act, 1995 and the Vendor shall be required to deal with all
points
properly taken in or arising out of such investigation.





INTERMEDIATE TITLE





	12.	 	Where in the Special Conditions it is provided that the title is to commence with a
particular instrument and then to pass to a second instrument or to a specified event,
the title
intervening between the first instrument and the second instrument or the specified
event,
whether or not appearing by recital, inference or otherwise, shall not be required,
objected
to or investigated.





REGISTERED LAND





	13.	 	Where all or any of the Subject Property consists of freehold or leasehold registered land
registered under the Registration of Title Acts, 1891 to 1942 (“the Acts of 1891 to
1942”) or the
Registration of Title Act, 1964 (“the Act of 1964”) then:






	 	(a)	 	if the registration is subject to equities under the Acts of 1891 to 1942, the
Purchaser
shall not require the equities to be discharged, but the Vendor shall, with the
copy
documents to be delivered or sent in accordance with Condition 7, furnish
sufficient
evidence of title prior to first registration or otherwise to enable the
Purchaser to
procure their discharge
	 
	 	(b)	 	if the registration is with a possessory title under the Act of 1964 the Purchaser
shall
not require the Vendor to be registered with an absolute title, but the Vendor
shall,
with the copy documents to be delivered or sent in accordance with Condition 7,
furnish sufficient evidence of the title prior to such registration or otherwise
to
enable the Purchaser to be registered with an absolute title
	 
	 	(c)	 	the Vendor shall, with the copy documents to be delivered or sent in
accordance with
Condition 7, furnish to the Purchaser a copy of the Land Registry Folio or Folios
relating to the Subject Property written up-to-date (or as nearly as practicable
up-to
date), together with a copy of the relevant Land Registry map or file plan
	 
	 	(d)	 	the Vendor shall furnish a Statutory Declaration, by some person competent to make
it, confirming that there are not in existence any burdens which under the Act of
1964
affect registered land without registration, save such (if any) as are
specifically
mentioned in the Particulars or the Special Conditions
	 
	 	(e)	 	if the Land Certificate has been issued to the Land Commission or if no such
Certificate has been issued, the Purchaser shall not be entitled to
require such
Certificate to be produced, handed over on completion or issued
	 
	 	(f)	 	the Purchaser shall procure himself to be registered as owner of the Subject
Property
at his own expense
	 
	 	(g)	 	in the.event of the Subject Property being subject to a Land Purchase Annuity the
Vendor shall, prior to completion, redeem the same or (as the case
may be) such
proportion thereof as may be allocated to the Subject Property




 









 






	 	(h)	 	where the Subject Property is part only of the lands in a Folio, the
Vendor shall (i) do
everything within the reasonable power or procurement of the Vendor
to satisfy
within a reasonable time any Land Registry mapping queries arising on the
registration of the Assurance to the Purchaser so far as it affects that land,
and (ii) pay
and discharge any outlay to the Land Registry which ought properly to be paid by
the Vendor, including additional fees attributable to default on the part of the
Vendor.





IDENTITY





	14.	 	The Purchaser shall accept such evidence of identity as may be gathered from the
descriptions in the documents of title plus (if circumstances require) a statutory
declaration
to be made by a competent person, at the Purchaser’s expense, that the Subject
Property has
been held and enjoyed for at least twelve years in accordance with the title shown.
The
Vendor shall be obliged to furnish such information as is in his possession relative
to the
identity and extent of the Subject Property, but shall not be required to define exact
boundaries, fences, ditches, hedges or walls or to specify which (if any) of the same
are of a
party nature, nor shall the Vendor be required to identify parts of the Subject
Property held
under different titles.





RIGHTS — LIABILITIES — CONDITION OF SUBJECT PROPERTY





	15.	 	The Vendor shall disclose before the Date of Sale, in the Particulars the Special Conditions or
otherwise, all easements, rights, reservations, exceptions, privileges, covenants,
restrictions,
rents, taxes and other liabilities (not already known to the Purchaser or apparent
from
inspection) which are known by the Vendor to affect the Subject Property and are
likely to
affect it following completion of the Sale.
	 
	16.	 	Subject to Condition 15, the Purchaser shall be deemed to buy:






	 	(a)	 	with full notice of the actual state and condition of the Subject Property
and
	 
	 	(b)	 	subject to (i) all leases (if any) mentioned in the Particulars or in the Special
Conditions and (ii) all easements, rights, reservations, exceptions, privileges,
covenants, restrictions, rents, taxes, liabilities, outgoings and all incidents
of tenure
affecting the Subject Property.





REQUISITIONS





	17.	 	The Purchaser shall, within fourteen Working Days after the later of (i) the Date of Sale or
(ii)
the delivery of the copy documents of title in accordance with Condition 7, send to
the
Vendor’s Solicitor a written statement of his Objections (if any) on the title and his
Requisitions. Any Objection or Requisition not made within the time aforesaid and not
going to the root of the title shall be deemed to have been waived. The Vendor’s
Replies to
any Objections or Requisitions shall be answered by the Purchaser in writing within
seven
Working Days after the delivery thereof and so on toties quoties, and, if not so
answered,
shall be considered to have been accepted as satisfactory. In all respects time shall
be
deemed to be of the essence of this Condition.
	 
	18.	 	If the Purchaser shall make and insist on any Objection or Requisition as to the title, the
Assurance to him or any other matter relating or incidental to the Sale, which the
Vendor
shall, on the grounds of unreasonable delay or expense or other reasonable ground, be
unable or unwilling to remove or comply with, the Vendor shall be at liberty
(notwithstanding any intermediate negotiation or litigation or attempts to remove or
comply with the same) by giving to the Purchaser or his Solicitor not less than five
Working




 









 












Days notice to rescind the Sale. In that case, unless the Objection or Requisition in
question shall in the meantime have been withdrawn, the Sale shall be rescinded at the
expiration of such notice.



SEARCHES





	19.	 	The Purchaser shall be furnished with the searches (if any) specified in the Searches Schedule
and any searches already in the Vendor’s possession, which are relevant to the title or
titles
on offer. Any other searches required by the Purchaser must be obtained by him at his
own
expense. Where the Special Conditions provide that the title shall commence with a
particular instrument and then pass to a second instrument or to a specified event, the
Vendor shall not be obliged to explain and discharge any act which appears on a search
covering the period between such particular instrument and the date of the second
instrument or specified event, unless same goes to the root of the title. Subject as
aforesaid
the Vendor shall explain and discharge any acts appearing on Searches covering the
period
from the date stipulated or implied for the commencement of the title to the date of
actual
completion.





ASSURANCE




	 	 	 	 	 
	20.

	 	(a)
	 	On payment of all moneys payable by him in respect of the Sale, and subject to the
provisions of Section 980, Taxes Consolidation Act, 1997, and (if relevant) to those
contained in Section 107, Finance Act, 1993 (in relation to Residential Property Tax),
the Purchaser shall be entitled to a proper Assurance of the Subject Property from the
Vendor and all other (if any) necessary parties, such Assurance to be prepared by and
at the expense of the Purchaser. The draft thereof shall be submitted to the Vendor’s
Solicitor not less than seven Working Days, and the engrossment not less than four
Working Days, before the Closing Date. The delivery of the said draft or
engrossment shall not prejudice any outstanding Objection or Requisition validly
made.







	 	(b)	 	If the Stamp Duty (Particulars to be Delivered) Regulations, 1995 apply to the
Sale,
the Vendor shall, on or before handing over the Assurance, furnish to the
Purchaser
the Form referred to in such Regulations duly completed in accordance therewith.





VACANT POSSESSION





	21.	 	Subject to any provision to the contrary in the Particulars or in the Conditions or implied by
the nature of the transaction, the Purchaser shall be entitled to vacant possession of
the
Subject Property on completion of the Sale.





LEASES





	22.	 	Where the Subject Property is sold subject to any lease, a copy of the same (or, if the
provisions thereof have not been reduced to writing, such evidence of its nature and terms
as the Vendor shall be able to supply) together with copies of any notices in the Vendor’s
possession served by or on the lessee (and of continuing and material relevance) shall, prior
to the Sale, be made available for inspection by the Purchaser or his Solicitor.
	 
	23.	 	Unless the Special Conditions provide to the contrary, the Purchaser shall be entitled to
assume that, at the Date of Sale, the lessee named in any such Lease (as is referred to in
Condition 22) is still the lessee; that there has been no variation in the terms and
conditions
of said Lease (other than such as may be evident from an inspection of the Subject
Property
or apparent from the Particulars or the documents furnished to the Purchaser prior to
the
Sale), and that the said terms and conditions (save those pertaining to the actual
state and condition of the Subject Property) have been complied with.






 










 









COMPLETION AND INTEREST





	24.	 	(a) The Sale shall be completed and the balance of the Purchase Price paid by the
Purchaser on or before the Closing Date.






     (b) Completion shall take place at the Office of the Vendor’s Solicitor.




	25.	 	(a) If by reason of any default on the part of the Purchaser, the purchase shall not have
been completed on or before the later of (a) the Closing Date or (b) such subsequent
date whereafter delay in completing shall not be attributable to default on the part
of the Vendor






(i) the Purchaser shall pay interest to the Vendor on the balance of the Purchase
Price remaining unpaid at the Stipulated Interest Rate for the period between
the Closing Date (or as the case may be such subsequent date as aforesaid)
and the date of actual completion of the Sale. Such interest shall accrue from
day to day and shall be payable before and after any judgment and




(ii) the Vendor shall in addition to being entitled to receive such interest, have
the right to take the rents and profits less the outgoings of the Subject
Property up to the date of the actual completion of the Sale




(b) If the Vendor by reason of his default shall not be able, ready and willing to complete
the Sale on the Closing Date he shall thereafter give to the Purchaser at least five
Working Days prior notice of a date upon which he shall be so able ready and
willing and the Purchaser shall not before the expiration of that notice be deemed to
be in default for the purpose of this Condition provided that no such notice shall be
required if the Vendor is prevented from being able and ready to
complete or to give said notice by reason of the act or default of the Purchaser




(c) The Vendor shall not be entitled to delay completion solely because of a dispute
between the parties with regard to liability for such interest or as to the amount of
interest payable PROVIDED ALWAYS that such completion and the delivery of any
Assurance on foot of these Conditions shall be had strictly without prejudice to the
right of the Vendor to pursue his claim for interest.




	26.	 	The submission of an Apportionment Account made up to a particular date or other
corresponding step taken in anticipation of completing the Sale shall not per se preclude the
Vendor from exercising his rights under the provisions of Condition 25 and in the event of
such exercise the said Apportionment Account or the said other corresponding step shall (if
appropriate) be deemed not to have been furnished or taken, and the Vendor shall be entitled
to furnish a further Apportionment Account.





APPORTIONMENT AND POSSESSION





	27.	 	(a) Subject to the stipulations contained in the Conditions, the Purchaser, on paying the
Purchase Price shall be entitled to vacant possession of the Subject
Property or (as the
case may be) the rents and profits thereout with effect from the Apportionment Date






(b) All rents, profits, rates, outgoings and moneys (including rent, outgoings and money
payable in advance but not including impositions derived from hypothecation)
referable to the Subject Property shall for the purpose of this Condition, be
apportioned (whether apportionable by law or not) on a day to day basis as at the
Apportionment Date, up to which the liability for or the entitlement to the same shall
(subject to apportionment as aforesaid to accord with the position obtaining as to













 






	 	 	 	moneys paid or due at such date) be for the account of the Vendor and thereafter
for that of the Purchaser provided that if completion shall have been delayed
through the default of the Vendor the Purchaser may opt for apportionment under
this Condition as at the Closing Date or at the date at which the Purchaser (if
also in default) shall have ceased to have been so in default whichever shall be
the later
	 
	 	(c)	 	In the implementation of this Condition the Vendor shall be regarded as being the
owner of the Subject Property until midnight on such date as is
appropriate for
apportionment purposes
	 
	 	(d)	 	The balance of the Purchase Price shall (where appropriate) be adjusted upwards or
downwards to accommodate apportionments calculated pursuant to this Condition
and the expression ‘balance of the Purchase Price” where used in the Conditions
shall be construed accordingly
	 
	 	(e)	 	To the extent that same shall be unknown at the Apportionment Date (or shall not
then be readily ascertainable) amounts to be apportioned hereunder, including
any
amount apportionable pursuant to Condition 27(f), shall be apportioned
provisionally on a fair estimate thereof, and, upon ascertainment of the actual
figures, a final apportionment shall be made, and the difference between it and
the
provisional apportionment shall be refunded by the Vendor or the Purchaser (as
the
case may be) to the other within ten Working Days of the liable party becoming
aware of the amount of such difference
	 
	 	(f)	 	Excise and kindred duties payable in respect of the Subject
Property or any licence attached thereto shall be apportioned on a day to day
basis as at the Apportionment Date up to which the liability for the same shall
be for the account of the Vendor and thereafter for that of the Purchaser and
Condition 27 (c) shall apply for the purposes of such apportionment.





SECTION 45. LAND ACT 1965





	28.	 	Where Section 45, Land Act, 1965 applies, the Purchaser shall, at his own expense, procure
any such Certificate or Consent as may be necessary thereunder for the vesting of the Subject
Property in him or his nominee and the Sale is not conditional upon such consent being
obtained





COMPULSORY REGISTRATION




	 	 	 	 	 
	29.

	 	(a)
	 	If all or any of the Subject Property is unregistered land the registration of which was
compulsory prior to the Date of Sale the Vendor shall be obliged to procure such
registration prior to completion of the Sale







	 	(b)	 	If all or any of the Subject Property is unregistered land, the registration of which
shall become compulsory at or subsequent to the Date of Sale, the Vendor shall not
be under any obligation to procure such registration but shall at or prior to such
completion furnish to the Purchaser a Map of the Subject Property complying with
the requirements of the Land Registry as then recognised and further the Vendor
shall, if so requested within two years after completion of the Sale, by and at the
expense of the Purchaser, supply any additional information, which he may
reasonably be able to supply, and produce and furnish any documents in his
possession that may be required to effect such registration.





SIGNING “IN TRUST” OR “AS AGENT”





	30.	 	A Purchaser who signs the Memorandum “in Trust”, “as Trustee” or “ as Agent”, or
with any














 












similar qualification or description without therein specifying the identity of the
principal or other party for whom he so signs, shall be personally liable to complete
the Sale, and to fulfil all such further stipulations on the part of the Purchaser as
are contained in the Conditions, unless and until he shall have disclosed to the
Vendor the name of his principal or other such party.



FAILURE TO PAY DEPOSIT





	31.	 	The failure by the Purchaser to pay in full the deposit hereinbefore specified as payable by
him shall constitute a breach of condition entitling the Vendor to terminate the Sale or to
sue
the Purchaser for damages or both but such entitlement shall be
without prejudice to any
rights otherwise available to the Vendor.
	 
	32.	 	In case a cheque taken for the deposit (having been presented and whether or not it has been
re-presented) shall not have been honoured, then and on that account
the Vendor may
(without prejudice to any rights.otherwise available to him) elect either






	 	(a)	 	to treat the Contract evidenced by the Memorandum, the Particulars and the
Conditions as having been discharged by breach thereof on the
Purchaser’s part
or
	 
	 	(b)	 	to enforce payment of the deposit as a deposit by suing on the cheque or
otherwise.





DIFFERENCES — ERRORS




	 	 	 	 	 
	33.

	 	(a)
	 	In this Condition “error” includes any omission, non-disclosure, discrepancy,
difference, inaccuracy, mis-statement or mis-representation made in the
Memorandum, the Particulars or the Conditions or the Non-Title Information Sheet
or in the course of any representation, response or negotiations leading to the Sale,
and whether in respect of measurements, quantities, descriptions or otherwise







	 	(b)	 	The Purchaser shall be entitled to be compensated by the Vendor for any loss
suffered by the Purchaser in his bargain relative to the Sale as a result of an error
made by or on behalf of the Vendor provided however that no compensation shall be
payable for loss of trifling materiality unless attributable to recklessness or fraud on
the part of the Vendor nor in respect of any matter of which the Purchaser shall be
deemed to have had notice under Condition 16(a) nor in relation to any error in a
location or similar plan furnished for identification only
	 
	 	(c)	 	Nothing in the Memorandum, the Particulars or the Conditions shall:






	 	(i)	 	entitle the Vendor to require the Purchaser to accept property
which differs
substantially from the property agreed to be sold whether in quantity,
quality, tenure or otherwise, if the Purchaser would be prejudiced
materially by reason of any such difference
or
	 
	 	(ii)	 	affect the right of the Purchaser to rescind or repudiate the Sale where
compensation for a claim attributable to a material error made by or
on
behalf of the Vendor cannot be reasonably assessed






	 	(d)	 	Save as aforesaid, no error shall annul the Sale or entitle the
Vendor or the Purchaser (as the case may be) to be discharged therefrom.















 





DOCUMENTS OF TITLE RELATING TO OTHER PROPERTY




	 	 	 	 	 
	34.

	 	(a)
	 	Documents of title relating to other property as well as to the Subject Property shall
be retained by the Vendor or other person entitled to the possession thereof







	 	(b)	 	where the property is sold in lots, all documents of title relating to more than one lot
shall be retained by the Vendor, until the completion of the Sales of all the lots
comprised in such documents, and shall then (unless they also relate to any
property retained by the Vendor) be handed over to such of the Purchasers as the
Vendor shall consider best entitled thereto
	 
	 	(c)	 	the Vendor shall give to the Purchaser (and where the property is sold in lots, to the
Purchaser of each lot) certified copies of all documents retained under this Condition
and pertinent to the title to be furnished (other than documents of record, of which
plain copies only will be given)
	 
	 	(d)	 	subject as hereinafter provided, the Vendor shall give the usual statutory
acknowledgement of the right of production and undertaking for safe custody of all
documents (other than documents of record) retained by him under this Condition
and pertinent to the title to be furnished. Such acknowledgement and undertaking
shall be prepared by and at the expense of the Purchaser
	 
	 	(e)	 	if the Vendor is retaining any unregistered land held wholly or partly under the same
title as the Subject Property, the Assurance shall be engrossed in duplicate by and at
the expense of the Purchaser, who shall deliver to the Vendor the Counterpart
thereof, same having been stamped and registered and (if appropriate) executed by
the Purchaser.





DISCLOSURE OF NOTICES





	35.	 	Where prior to the Date of Sale






	 	(a)	 	any closing, demolition or clearance order
	 
	 	 	 	or
	 
	 	(b)	 	any notice for compulsory acquisition or any other notice (other than such other
notice, details of which are required to be entered on the Planning Register
pursuant to the requirements of Planning Legislation)






made or issued by or at the behest of a Competent Authority in respect of the Subject
Property and affecting the same at the Date of Sale has been notified or given to the
Vendor (whether personally or by advertisement or posting on the Subject Property or
in any other manner) or is otherwise known to the Vendor, or where the Subject
Property is, at the Date of Sale, affected by any award or grant, which is or may be
repayable by the Vendor’s successor in title, then if the Vendor fails to show




	 	(i)	 	that, before the Date of Sale, the Purchaser received notice or
was aware of the matter in question
	 
	 	 	 	or
	 
	 	(ii)	 	that the matter in question was apparent from inspection of the
Development Plan or the current or published Draft Development Plan for
the area within which the Subject Property is situate
	 
	 	 	 	or
	 
	 	(iii)	 	that same is no longer applicable or material















 




or





	(iv)	 	that same does not prejudicially affect the value of the Subject Property




or




(v) that the subject thereof can and will be dealt with fully in the Apportionment
Account



the Purchaser may by notice given to the Vendor rescind the Sale.




DEVELOPMENT




36.



In cases where property is affected by all unauthorised development or a breach of
Condition I Conditions I . it a Permission Approval amounting to a non-conforming
development or where the Bye-Law Amnesty covered by Section 22M, Building Control Act, 1990
is relevant, it is recommended that same be dealt with expressly by Special Condition.





	(a)	 	Unless the Special Conditions contain a stipulation to the contrary, the Vendor
warrants:






	 	(i)	 	that there has been no Development of the Subject Property since the 1st day of
October, 1964, for which Planning Permission or Building Bye-Law Approval was required
by law
	 
	 	 	 	or
	 
	 	(ii)	 	that all Planning Permissions and Building Bye-Law Approvals required by law
for the Development of the Subject Property as at the Date of Sale were obtained (save
in respect of matters of trifling materiality), and that, where implemented, the
conditions thereof in relation to and specifically addressed to such Development were
complied with substantially




PROVIDED HOWEVER that the foregoing warranty shall not extend to (and the Vendor shall not be
required to establish) the obtaining of approvals under the Building Bye-Laws or compliance with
such Bye-Laws in respect of Development or works carried out prior to the 13th day of December,
1989 (this proviso being here inafter in Condition 36 referred to as the “Proviso”)



(b) unless the Special Conditions contain a stipulation to the contrary, the Vendor
warrants in all cases where the provisions of the Building Control Act, 1990 or of any Regulation
from time to time thereunder apply to the design or Development of the

     Subject Property or any part of the same or any activities in connection therewith, that there
has been substantial compliance with the said provisions in so far as they pertained to such
design, Development or activities



(c) the warranties referred to in (a) and M of this Condition shall not extend to any
breach of provisions contained in Planning Legislation, which breach has been remedied or is no
longer continuing at the Date of Sale.



(d) the Vendor shall prior to the Date of Sale make available to the Purchaser for inspection or
furnish to the Purchaser copies of:-



(i) all such Permissions and Approvals as are referred to in Condition 36 (a) other than in the
Proviso



(ii) all Fire Safety Certificates and (if available) Commencement Notices issued under Regulations
made pursuant to the Building Control Act, 1990, and referable to the Subject Property (such
Permissions, Approvals and Certificates specified in this Condition 36(d) other than those
specified in the Proviso being hereinafter in Condition 36 referred to as the “Consents”)




and














 






	 	(iii)	 	(Save where Development is intended to be carried out between the Date of Sale
and the date upon which the Sale shall be completed) the documents referred to in
Condition 36 (e)






	(e)	 	the Vendor shall, on or prior to completion of the Sale, furnish to the Purchaser






(i) written confirmation from the Local Authority of compliance with all
conditions involving financial contributions or the furnishing of bonds in any such Consents
PROVIDED HOWEVER that where




	 	 	 	the Development authorised by such Consents relates to a residential housing estate of
which the Development of the Subject Property forms part and
	 
	 	 	 	such Consents relate to the initial construction of a building on the Subject Property
	 
	 	 	 	written confirmation from the Local Authority that the roads and services abutting on
the Subject Property have been taken in charge by it shall be accepted as satisfactory
evidence of compliance with such conditions, unless the said confirmation discloses a
requirement for payment of outstanding moneys






(ii) a Certificate or Opinion by an Architect or an Engineer (or other
professionally qualified person competent so to certify or opine) confirming that




	 	-	 	such Consents relate to the Subject Property
	 
	 	-	 	(where applicable) the design of the buildings on the Subject
Property is in substantial compliance with the Building Control Act, 1990 and the
Regulations made thereunder
	 
	 	-	 	the Development of the Subject Property has been carried out in substantial
compliance with such Consents and (where applicable)the requirements of the Building
Control Act, 1990 and Regulations made thereunder
	 
	 	-	 	all conditions (other than financial conditions) of such
Consents have been complied with substantially

	 
	 	 	 	and
	 
	 	-	 	in the event of the Subject Property forming part of a larger development, all
conditions (other than financial conditions) of such Consents which relate to the
overall development have been complied with substantially so far as was reasonably
possible in the context of such development as at the date of such
Certificate or       Opinion






	(f)	 	(i)where the Vendor has furnished Certificates or Opinions pursuant to Condition
36 (e), the Vendor shall have no liability on foot of the warranties expressed in Condition
36(a) or 36(b) or either of them in respect of any matter with regard to which such
Certificate or Opinion is erroneous or inaccurate, unless the Vendor was aware at the Date of
Sale that the same dontained any material error or inaccuracy






(ii) if, subsequent to the Date of Sale and prior to the completion
thereof, it is established that any such Certificate or Opinion is erroneous or
inaccurate,













 





then, if the Vendor fails to show





that before the Date of Sale the Purchaser was aware of the error or
inaccuracy




or




that same is no longer relevant or material




or




that same does not prejudicially affect the value of the Subject Property
the Purchaser may by notice given to the Vendor rescind the Sale.



RESCISSIQN





	37.	 	Upon rescission of the Sale in accordance with any of the provisions herein or in the Special
Conditions contained or otherwise:






	 	(a)	 	the Purchaser shall be entitled to a return of his deposit (save where it shall
lawfully
have been forfeited) but without interest thereon
	 
	 	(b)	 	the Purchaser shall remit to the Vendor all documents in his possession belonging
to
the Vendor and the Purchaser shall at his expense (save where Special Conditions
otherwise provide) procure the cancellation of any entry relating to the Sale in
any
register.






	38.	 	If any such deposit as is to be returned pursuant to Condition 37 shall not have been
returned to the Purchaser within five Working Days from the date upon which the Sale shall
have been rescinded, the Purchaser shall be entitled to interest thereon at the Stipulated
Interest Rate from the expiration of the said period of five Working Days to the date upon
which the deposit shall have been so returned.
	 
	39.	 	The right to rescind shall not be lost by reason only of any intermediate negotiations or
attempts to comply with or to remove the issue giving rise to the exercise of such right.





COMPLETION NOTICES





	40.	 	Save where time is of the essence in respect of the Closing Date, the following provisions
shall apply:






	 	(a)	 	if the Sale be not completed on or before the Closing Date either party may on or
after that date (unless the Sale shall first have been rescinded or become void)
give to the other party notice to complete the Sale in accordance with this
condition, but such notice shall be effective only if the party giving it shall then either be
able, ready and willing to complete the Sale or is not so able, ready or willing by reason
of the default or misconduct of the other party
	 
	 	(b)	 	upon service of such notice the party upon whom it shall have been served shall
complete the Sale within a period of twenty-eight days after the date of such
service (as defined in Condition 49 and excluding the date of service), and in respect
of such period time shall be of the essence of the contract but without prejudice to any
intermediate right of rescission by either party
	 
	 	(c)	 	the recipient of any such notice shall give to the party serving the same
reasonable advice of his readiness to complete
















 







	(d)	 	if the Purchaser shall not comply with such a notice within
the said period (or within any extension thereof which the Vendor may agree) he shall be deemed to
have failed to comply with these Conditions in a material respect and the Vendor
may enforce against the Purchaser, without further notice, such rights and remedies
as may be available to the Vendor at law or in equity, or (without prejudice to such
rights and remedies) may invoke and impose the provisions of Condition 41
	 
	(e)	 	if the Vendor does not comply with such a notice within the
said period (or within any extension thereof which the Purchaser may agree), then the Purchaser may elect
either to enforce against the Vendor, without further notice, such rights and remedies
as may be available to the Purchaser at law or in equity or (without prejudice to any
right of the Purchaser to damages) to give notice to the Vendor requiring a return to
the Purchaser of all moneys paid by him, whether by way of deposit or otherwise,
on account of the Purchase Price. Condition 38 shall apply to all moneys so to be
returned, the period of five Working Days therein being computed from the date of
the giving of such last mentioned notice. If the Purchaser gives such a notice and all
the said moneys and interest (if any) are remitted to him, the Purchaser shall no
longer be entitled to specific performance of the Sale, and shall return forthwith all
documents in his possession belonging to the Vendor, and (at the Vendor’s expense)
procure the cancellation of any entry relating to the Sale in any register
	 
	(f)	 	the party serving a notice under this Condition may, at the
request of or with the consent of the other party, by written communication to the other party extend the
term of such notice for one or more specified periods of time, and, in that case, the
term of the notice shall be deemed to expire on the last day of such extended period
or periods, and the notice shall operate as though such extended period or periods
had been specified in this Condition in lieu of the said period of
twenty-eight days,
and time shall be of the essence in relation to such extended period
	 
	 	 	
	 
	(g)	 	the Vendor shall not be deemed to be other than able, ready
and willing to complete for the purposes of this Condition:






(i) by reason of the fact that the Subject Property has been mortgaged or charged, provided
that the funds (including the deposit) receivable on completion shall (after allowing for all
prior claims thereon) be sufficient to discharge the aggregate of all amounts payable in
satisfaction of such mortgages and charges to the extent that they relate to the Subject
Property




or




(ii) by reason of being unable, not ready or unwilling at the date of service of such notice
to deliver vacant possession of the Subject Property provided that (where it is a term of the
Sale that vacant possession thereof be given) the Vendor is, upon being given reasonable
advice of the other party’s intention to close the Sale on a date within the said period of
twenty-eight days or any extension thereof pursuant to Condition 40 (0, able,
ready and willing to deliver vacant possession of the Subject Property on that date.



FORFEITURE OF DEPOSIT AND RESALE





	41.	 	(a) If the Purchaser shall fail in any material respect to comply with any of the Conditions,
the Vendor (without prejudice to any rights or remedies available to him at law or in equity)
shall be entitled to forfeit the deposit and to such purpose unilaterally to direct his
Solicitor to release same to him AND the Vendor shall be at liberty (Without being obliged to
tender an Assurance) to resell the Subject Property, with or without notice to the Purchaser,
either by public auction or private treaty. In the event of the Vendor re-selling the Subject
Property within one year after the Closing Date (or within one year computed from the
expiration of any period by






 








 









	 	 	 	which the closing may have been extended pursuant to Condition 40) the
deficiency (if any) arising on such re-sale and all costs and expenses attending
the same or on any attempted re-sale shall (without prejudice to such damages to
which the Vendor shall otherwise be entitled) be made good to the Vendor by the
Purchaser, who shall be allowed credit against same for the deposit so
forfeited. Any increase in price obtained by the Vendor on any re-sale, whenever
effected, shall belong to the Vendor.
	 
	 	(b)	 	A Solicitor acting on any such direction as is referred to in
Condition 41(a) shall have no further obligations as stakeholder or otherwise in
respect of such deposit to the Vendor or to the Purchaser PROVIDED that he shall
have given to the Purchaser notice of the receipt by him of the said direction
and the Purchaser shall not within twenty one days of the giving of such notice
have instituted and served proceedings disputing the rights alleged by the Vendor
to forfeit the deposit.





DAMAGES FOR DEFAULT




	 	 	 	 	 
	42.

	 	(a)
	 	Neither the Vendor nor the Purchaser, in whose favour an order for specific
performance has been made, shall be precluded from an award of damages at law or
in equity, in the event of such order not being complied with.
	 
	 	 	 	 
	 

	 	(b)
	 	Notwithstanding any rule of law to the contrary failure on the part of the Vendor to
show title to the Subject Property in accordance with the Conditions shall not per se
preclude the making of an award for damages to the Purchaser for loss of bargain or
otherwise in relation to the Sale.







	43.	 	Subject as hereinafter provided, the Vendor shall be liable for any loss or damage
howsoever occasioned (other than by the Purchaser or his Agent) to
the Subject Property
(and the Purchased Chattels) between the Date of Sale and the actual completion of the Sale
BUT any such liability (including liability for consequential or resulting loss) shall not as
to the amount thereof exceed the Purchase Price.
	 
	44.	 	The liability imposed on the Vendor by Condition 43 shall not apply:






	 	(a)	 	to inconsequential damage or insubstantial deterioration from reasonable wear and
tear in the course of normal occupation and use, and not materially affecting
value
	 
	 	(b)	 	to damage occasioned by operations reasonably undertaken by the Vendor in his
removal from, and vacation of the Subject Property, provided that the same are
so undertaken with reasonable care
	 
	 	(c)	 	where any such loss or damage has resulted from a requirement restriction or
obligation imposed by a Competent Authority after the Date of Sale.






	45.	 	Nothing in Conditions 43 and 44 shall affect:






	 	(a)	 	the Purchaser’s right to specific performance in an appropriate case
	 
	 	(b)	 	the Purchaser’s right to rescind or repudiate the Sale upon the Vendor’s failure
to deliver the Subject Property substantially in its condition at the Date of Sale
(save where such failure shall have been occasioned by the Purchaser or his Agent)
	 
	 	(c)	 	the operation of the doctrine of conversion
	 
	 	(d)	 	the Purchaser’s right to gains accruing to the Subject
Property (or the Purchased Chattels) after the Date of Sale






 









 









	 	(e)	 	the Purchaser’s right to effect on or after the Date of Sale his own insurance
against loss or damage in respect of the Subject Property or any part of the same (or
the
Purchased Chattels)
	 
	 	(f)	 	the rights and liabilities of parties other than the Vendor and the Purchaser
	 
	 	(g)	 	the rights and liabilities of the Purchaser on foot of any lease subsisting at the
Date of Sale, or of any arrangement whereby the Purchaser shall prior to the actual
completion of the Sale have been allowed into occupation of the Subject Property
or
any part thereof (or into possession of the Purchased Chattels).





CHATTELS





	46.	 	Unless otherwise disclosed to the Purchaser prior to the Sale the Vendor warrants that, at the
actual, completion of the Sale, all the Purchased Chattels shall be his unencumbered
property and that same shall not be subject to any lease, rental hire, hire-purchase or credit
sale agreement or chattel mortgage.





INSPECTION





	47.	 	The Vendor shall accede to all such requests as may be made by the Purchaser for the
inspection on a reasonable number of occasions and at reasonable
times of the Subject
Property (and the Purchased Chattels).





NON-MERGER





	48.	 	Notwithstanding delivery of the Assurance of the Subject Property to the Purchaser on foot
of the Sale, all obligations and provisions designed to survive completion of the Sale and all
warranties in the Conditions contained, which shall not have been implemented by the said
Assurance, and which shall be capable of continuing or taking effect after such completion,
shall enure and remain in full force and effect.





NOTICES





	49.	 	Unless otherwise expressly provided, any notice to be given or served on foot of the
Conditions shall be in writing, and may (in addition to any other
prescribed mode of
service) be given:






	 	(a)	 	by handing same to the intended recipient, and shall be deemed to have been
delivered when so handed
	 
	 	(b)	 	by directing it to the intended recipient, and delivering it by hand, or sending
same by prepaid post to:






	 	(i)	 	such address as shall have been advised by him to the party
serving the notice as being that required by the intended recipient for the
service of notices,






or




	 	(ii)	 	(failing such last mentioned advice) the address of the
intended recipient as specified in the Memorandum,






or








 









 












	 	(iii)	 	(in the event of the intended recipient being a Company) its Registered
Office for the time being,






or




	 	(iv)	 	the office of the Solicitor representing the intended
recipient in relation to the Sale




(c) by facsimile transmission directed to the office of the Solicitor representing the intended
recipient in relation to the Sale



and any such notice shall be deemed to have been given or served, when delivered, at the time of
delivery, and, when posted, at the expiration of three Working Days after the envelope containing
the same, and properly addressed, was put in the post and, when sent by facsimile transmission, at
the time of its transmission.




TIME LIMITS





	50.	 	Where the last day for taking any step on foot of the Conditions or any Notice served
thereunder would, but for this provision, be a day other than a Working Day, such last day
shall instead be the next following Working Day provided that for the purpose of this
Condition the expression “Working Day” shall not be deemed to include 0) any
Saturday, Sunday, Bank or Public Holiday nor (ii) any of the seven days immediately succeeding
Christmas Day nor (iii) any day on which the registers or records wherein it shall be
appropriate to make searches referable to the Sale shall not be available to the public nor
(iv) any day which shall be recognised by the Solicitors’ Profession at large as being a day
on which their offices are not open for business.





ARBITRATION





	51.	 	All differences and disputes between the Vendor and the Purchaser as to:






	 	(a)	 	whether a rent is or is not a rack rent for the purpose of Condition 10 (c), or
	 
	 	(b)	 	the identification of the Apportionment Date, or the treatment or quantification
of any item pursuant to the provisions for apportionment in the Conditions, or
	 
	 	(c)	 	any issue on foot of Condition 33, including the applicability of said Condition,
and the amount of compensation payable thereunder, or
	 
	 	(d)	 	the materiality of any matter for the purpose of Condition 36 (a), or
	 
	 	(e)	 	the materiality of damage or any other question involving any of the provisions
in Conditions 43,44 and 45, including the amount of compensation (if any) payable, or
	 
	 	(f)	 	whether any particular item or thing is or is not included in the Sale, or
otherwise as to the nature or condition thereof




shall be submitted to arbitration by a sole Arbitrator to be appointed (in the absence of agreement
between the Vendor and the Purchaser upon such appointment and on the application of either of
them) by the President (or other Officer endowed with the functions of such President) for the time
being of the Law Society of Ireland or (in the event of the President or other Officer as aforesaid
being unable or unwilling to make the appointment) by the next senior Officer of that Society who
is so able and willing to make the appointment and such arbitration shall be governed by the
Arbitration Acts, 1954 to 1998 provided however that if the Arbitrator shall relinquish his
appointment or die, or if it shall become apparent that for any reason he shall be unable or shall
have become unfit or unsuited





 









 







(whether because of bias or otherwise) to complete his duties, or if he shall be removed from
office by Court Order, a substitute may be appointed in his place and in relation to any such
appointment the procedures hereinbefore set forth shall be deemed to apply as though the
substitution were an appointment de novo which said procedures may be repeated as many times as may
be necessary.





 









 













Law Society of Ireland




GENERAL CONDITIONS OF SALE

2001 (REVISED) EDITION




Law Society General Conditions of Sale

2001 (Revised) Edition

© Law Society of Ireland