G15.6 If, after completion, it is found that the sale of the lot is not a transfer of a
going concern then:
(a) the seller’s conveyancer is to notify the buyer’s conveyancer of that
finding and provide a VAT invoice in respect of the sale of the lot;
(b) the buyer must within five business days of receipt of the VAT invoice pay
to the seller the VAT due; and
(c) if VAT is payable because the buyer has not complied with this condition
G15, the buyer must pay and indemnify the seller against all costs, interest,
penalties or surcharges that the seller incurs as a result.
G16.
Capital allowances
G16.1 This condition G16 applies where the special conditions state that there are
capital allowances available in respect of the lot.
G16.2 The seller is promptly to supply to the buyer all information reasonably
required by the buyer in connection with the buyer’s claim for capital
allowances.
G16.3 The value to be attributed to those items on which capital allowances may be
claimed is set out in the special conditions.
G16.4 The seller and buyer agree:
(a) to make an election on completion under Section 198 of the Capital
Allowances Act 2001 to give effect to this condition G16; and
(b) to submit the value specified in the special conditions to HM Revenue and
Customs forthe purposes of their respective capital allowance computations.
G17.
Maintenance agreements
G17.1 The seller agrees to use reasonable endeavours to transfer to the buyer, at
the buyer’s cost, the benefit of the maintenance agreements specified in the
special conditions.
G17.2 The buyer must assume, and indemnify the seller in respect of, all liability
under such contracts from the actual completion date.
G18.
Landlord and Tenant Act 1987
G18.1 This condition G18 applies where the sale is a relevant disposal for the
purposes of part I of the Landlord and Tenant Act 1987.
G18.2 The seller warrants that the seller has complied with sections 5B and 7 of that
Act and that the requisite majority of qualifying tenants has not accepted
the offer.
G19.
Sale by practitioner
G19.1 This condition G19 applies where the sale is by a practitioner either as seller
or as agent of the seller.
G19.2 The practitioner has been duly appointed and is empowered to sell the lot.
G19.3 Neither the practitioner nor the firm or any member of the firm to which the
practitioner belongs has any personal liability in connection with the sale
or the performance of the seller’s obligations. The transfer is to include a
declaration excluding that personal liability.
G19.4 The lot is sold:
(a) in its condition at completion;
(b) for such title as the seller may have; and
(c) with no title guarantee; and the buyer has no right to terminate the
contract or any other remedy if information provided about the lotis
inaccurate, incomplete or missing.
G19.5 Where relevant:
(a) the documents must include certified copies of those under which the
practitioner is appointed, the document of appointment and the practitioner’s
acceptance of appointment; and
(b) the seller may require the transfer to be by the lender exercising its power
of sale under the Law of Property Act 1925.
G19.6 The buyer understands this condition G19 and agrees that it is fair in the
circumstances of a sale by a practitioner.
G20.
TUPE
G20.1 If the special conditions state “There are no employees to which TUPE
applies”, this is a warranty by the seller to this effect.
G20.2 If the special conditions do not state “There are no employees to which TUPE
applies” the following paragraphs apply:
(a) The seller must notify the buyer of those employees whose contracts
of employment will transfer to the buyer on completion (the “Transferring
Employees”). This notification must be given to the buyer not less than 14
days before completion.
(b) The buyer confirms that it will comply with its obligations under TUPE and
any special conditions in respect of the Transferring Employees.
(c) The buyer and the seller acknowledge that pursuant and subject to TUPE,
the contracts of employment between the Transferring Employees and the
seller will transfer to the buyer on completion.
(d) The buyer is to keep the seller indemnified against all liability for the
Transferring Employees after completion.
G21.
Environmental
G21.1 This condition G21 only applies where the special conditions so provide.
G21.2 The seller has made available such reports as the seller has as to the
environmental condition of the lot and has given the buyer the opportunity to
carry out investigations (whether or not the buyer has read those reports or
carried out any investigation) and the buyer dmits that the price takes into
account the environmental condition of the lot.
G21.3 The buyer agrees to indemnify the seller in respect of all liability for or
resulting from the environmental condition of the lot.
G22.
Service Charge
G22.1 This condition G22 applies where the lot is sold subject to tenancies that
include service charge provisions.
G22.2 No apportionment is to be made at completion in respect of service charges.
G22.3 Within two months after completion the seller must provide to the buyer
a detailed service charge account for the service charge year current on
completion showing:
(a) service charge expenditure attributable to each tenancy;
(b) payments on account of service charge received from each tenant;
(c) any amounts due from a tenant that have not been received;
(d) any service charge expenditure that is not attributable to any tenancy and
is for that reason irrecoverable.
G22.4 In respect of each tenancy, if the service charge account shows that:
(a) payments on account (whether received or still then due from a tenant)
exceed attributable service charge expenditure, the seller must pay to the
buyer an amount equal to the excess when it provides the service charge
account;
(b) attributable service charge expenditure exceeds payments on account
(whether those payments have been received or are still then due), the
buyer must use all reasonable endeavours to recover the shortfall from the
tenant at the next service charge reconciliation date and pay the amount
so recovered to the seller within five business days of receipt in cleared
funds; but in respect of payments on account that are still due from a tenant
condition G11 (arrears) applies.
G22.5 In respect of service charge expenditure that is not attributable to any
tenancy the seller must pay the expenditure incurred in respect of the period
before actual completion date and the buyer must pay the expenditure
incurred in respect of the period after actual completion date. Any necessary
monetary adjustment is to be made within five business days of the seller
providing the service charge account to the buyer.
G22.6 If the seller holds any reserve or sinking fund on account of future service
charge expenditure or a depreciation fund:
(a) the seller must pay it (including any interest earned on it) to the buyer on
completion; and
(b) the buyer must covenant with the seller to hold it in accordance with the
terms of the tenancies and to indemnify the seller if it does not do so.
G23.
Rent reviews
G23.1 This condition G23 applies where the lot is sold subject to a tenancy under
which a rent review due on or before the actual completion date has not been
agreed or determined.
G23.2 The seller may continue negotiations or rent review proceedings up to the
actual completion date but may not agree the level of the revised rent or
commence rent review proceedings without the written consent of the buyer,
such consent not to be unreasonably withheld or delayed.
G23.3 Following completion the buyer must complete rent review negotiations or
proceedings as soon as reasonably practicable but may not agree the level of
the revised rent without the written consent of the seller, such consent not to
be unreasonably withheld or delayed.
G23.4 The seller must promptly:
(a) give to the buyer full details of all rent review negotiations and
proceedings, including copies of all correspondence and other papers; and
(b) use all reasonable endeavours to substitute the buyer for the seller in any
rent review proceedings.
G23.5 The seller and the buyer are to keep each other informed of the progress of
the rent review and have regard to any proposals the other makes in relation
to it.
G23.6 When the rent review has been agreed or determined the buyer must account
to the seller for any increased rent and interest recovered from the tenant
that relates to the seller’s period of ownership within five business days of
receipt of cleared funds.
G23.7 If a rent review is agreed or determined before completion but the increased
rent and any interest recoverable from the tenant has not been received by
completion the increased rent and any interest recoverable is to be treated
as arrears.
G23.8 The seller and the buyer are to bear their own costs in relation to rent review
negotiations and proceedings.
G24.
Tenancy renewals
G24.1 This condition G24 applies where the tenant under a tenancy has the right
to remain in occupation under part II of the Landlord and Tenant Act 1954
(as amended) and references to notices and proceedings are to notices and
proceedings under that Act.
G24.2 Where practicable, without exposing the seller to liability or penalty, the seller
must not without the written consent of the buyer (which the buyer must not
unreasonably withhold or delay) serve or respond to any notice or begin or
continue any proceedings.
G24.3 If the seller receives a notice the seller must send a copy to the buyer within
five business days and act as the buyer reasonably directs in relation to it.
G24.4 Following completion the buyer must:
(a) with the co-operation of the seller take immediate steps to substitute
itself as a party to any proceedings;
(b) use all reasonable endeavours to conclude any proceedings or negotiations
for the renewal of the tenancy and the determination of any interim rent
as soon as reasonably practicable at the best rent or rents reasonably
obtainable; and
(c) if any increased rent is recovered from the tenant (whether as interim
rent or under the renewed tenancy) account to the seller for the part of that
increase that relates to the seller’s period of ownership of the lot within five
business days of receipt of cleared funds.
G24.5 The seller and the buyer are to bear their own costs in relation to the renewal
of the tenancy and any proceedings relating to this.
G25.
Warranties
G25.1 Available warranties are listed in the special conditions.
G25.2 Where a warranty is assignable the seller must:
(a) on completion assign it to the buyer and give notice of assignment to the
person who gave the warranty; and
(b) apply for (and the seller and the buyer must use all reasonable endeavours
to obtain) any consent to assign that is required. If consent has not been
obtained by completion the warranty must be assigned within five business
days after the consent has been obtained.
G25.3 If a warranty is not assignable the seller must after completion:
(a) hold the warranty on trust for the buyer; and
(b) at the buyer’s cost comply with such of the lawful instructions of the buyer
in relation to the warranty as do not place the seller in breach of its terms or
expose the seller to any liability or penalty.
G26.
No assignment
The buyer must not assign, mortgage or otherwise transfer or part with the
whole or any part of the buyer’s interest under this contract.
G27.
Registration at the Land Registry
G27.1 This condition G27.1 applies where the lot is leasehold and its sale either
triggers first registration or is a registrable disposition. The buyer must at its
own expense and as soon as practicable:
(a) procure that it becomes registered at Land Registry as proprietor of the
lot;
(b) procure that all rights granted and reserved by the lease under which the
lot is held are properly noted against the affected titles; and
(c) provide the seller with an official copy of the register relating to such lease
showing itself registered as proprietor.
G27.2 This condition G27.2 applies where the lot comprises part of a registered title.
The buyer must at its own expense and as soon as practicable:
(a) apply for registration of the transfer;
(b) provide the seller with an official copy and title plan for the buyer’s new
title; and
(c) join in any representations the seller may properly make to Land Registry
relating to the application.
G28.
Notices and other communications
G28.1 All communications, including notices, must be in writing. Communication to
or by the seller or the buyer may be given to or by their conveyancers.
G28.2 A communication may be relied on if:
(a) delivered by hand; or
(b) made electronically and personally acknowledged (automatic
acknowledgement does not count); or
(c) there is proof that it was sent to the address of the person to whom it is
to be given (as specified in the sale memorandum) by a postal service that
offers normally to deliver mail the next following business day.
G28.3 A communication is to be treated as received:
(a) when delivered, if delivered by hand; or
(b) when personally acknowledged, if made electronically; but if delivered or
made after 1700 hours on a business day a communication is to be treated
as received on the next business day.
G28.4 A communication sent by a postal service that offers normally to deliver mail
the next following business day will be treated as received on the second
business day after it has been posted.
G29.
Contracts (Rights of Third Parties) Act 1999
No one is intended to have any benefit under the contract pursuant to the
Contract (Rights of Third Parties) Act 1999.
G30.
Extra General Conditions
Please refer to Notices to Prospective Buyers contained in the Auction
Catalogue.
