坦桑尼亚房屋预售合同翻译（英文版）

　　TABLE OF CONTENTS

　　RECITALS: 序言

　　1. INTERPRETATION: 术语解释

　　2. In this Agreement: 合同中的其他表达

　　3. SALE AND PURCHASE PRICE: 价格

　　4. PAYMENT MODALITY: 价款支付方式

　　5. OCCUPATION/POSSESSION: 房产的取得

　　6. FINANCIAL MONTHLY CONTRIBUTION: 月供费用

　　7. RISK: 房屋财产的风险

　　8. REGISTRATION OF TRANSFER: 房产权利的转移登记

　　9. RESTRICTED COMMON AREA PROPERTY: 公摊面积

　　10. JOINT PURCHASERS: 共同购买人

　　11. NOTICES: 通知方式

　　12. THE ASSOCIATION: 协会成员

　　13. WARRANTIES: 质量保证

　　14. SOLE CONTRACTUAL RELATIONSHIP: 本协议为唯一的契约

　　15. INDULGENCES: 非弃权

　　16. INDEMNITY: 保护客户利益

　　17. BREACH: 违约处理

　　18. DISPUTE RESOLUTION: 纠纷解决

　　19. MISCELLANEOUS: 其他约定

　　20. ENTIRETY AND SEVERABILITY OF THIS PRE-SALE AGREEMENT: 协议的完整性和可分割性

　　21. GOVERNING LAW: 管辖法律

　　BETWEEN

　　AVIC COAST LAND DEVELOPMENT (T) LIMITED of P. O. Box 11600, Dar es Salaam, Tanzania

　　(Developer/Vendor)

　　AND

　　M/s.____________(Purchaser)

　　THEREFORE, IT IS HEREBY AGREED BY BOTH PARTIES THAT:

　　2. In this Agreement: 合同中的其他表达

　　2.1 Unless the context clearly indicates otherwise, words importing the singular shall include the plural, words importing the masculine, feminine or neuter shall include the others or such genders, and words importing persons shall include corporate bodies corporate, and vice versa in each instance.

　　3. SALE AND PURCHASE PRICE: 价格

　　3.1 Upon and subject to the terms and conditions of this Agreement which incorporates the Offer Letter thereto, the Vendor hereby sells to the Purchaser and the Purchaser purchases the Unit/House for the Price of United States Dollars (US$.) (USD + 18% VAT) OR its equivalent in Tanzania Shillings at the Vendor’s receiving Bank Rates on the date of payment as indicated under Clause 3.2 hereunder this Pre-Sale Agreement, (hereinafter to be referred to as Purchase Price). To be more precise, the Purchase Price for the UNIT/House shall depend on the Payment Modality to be chosen by the Purchaser under Clause 4 and as shall be indicated in the ACCEPTANCE Form to the Offer Letter by the Purchaser.

　　3.2 For avoidance of doubt and subject to the Payment Modality, the Purchase Price shall be calculated as follows:

　　3.2.1 Purchase Price for One Time Payment Modality

　　Unit Price US$. _____ + 18% VAT US$.____= Total Purchase Price US$. ____; OR

　　3.2.1 US$. ___ + VAT for One Time Payment Modality; OR

　　3.2.2 Purchase Price for Instalment Payment Modality

　　Unit Price US$. ______ + 18% VAT US$. ____

　　= Total Purchase Price US$. _____; OR

　　3.2.2 US$._____ + VAT for Installment Payment Modality; OR

　　3.2.3 Purchase Price for Mortgage Finance Payment Modality

　　Unit Price US$._____ + 18% VAT US$._______

　　= Total Purchase Price US$. ______.

　　3.2.3 US$. ______ + VAT for Mortgage Finance Payment Modality.

　　3.13.3 The Vendor herein acknowledges that the Purchaser has already paid% United States Dollars ____ (US$. ___) OR its equivalent in Tanzania Shillings as Down Payment of the Purchase Price and has opted for clause _____ as payment modality hereunder by executing this Agreement.

　　3.23.4 The Property is sold free from all registered encumbrances but is sold subject to all other rights and interests to which the Property is subject in law, as expressly stated in the Register of Units and as stated in and provided for under the Certificate of Unit Title in respect of the Property.

　　4. PAYMENT MODALITY: 价款支付方式

　　4.1 The Purchaser has a right before the Unit Completion Date to change the modality of payment from the one above to several other options provided by the Vendor as listed hereunder on Default Clause subject to payment of administration charge provided for in each respective payment modality.

　　4.2 In this Agreement, subject to provisions of the Conditions of the Offer Letter (as per Clause 5 of the Offer Letter), the Purchaser is provided with several payment options by the Vendor as provided hereunder:

　　4.2.1 Payment of the Purchase Price in full which will give the Purchaser SIXTY (60) calendar days grace period to complete the payment together with providing a Personal Guarantee to the Vendor of the said remaining balance from the date of execution of this Pre-Sale Agreement; OR

　　4.2.2 Payment by Instalments to be made from the date of execution of this Pre-Sale Agreement to the ZONE 01 ProjectUnit Completion Date; Provided that another payment of not less than FIVE Per Cent (5%) of the Purchase Price is made within THIRTY ONE (31) calendar days from the date of execution of the Pre-Sale Agreement and another payment of not less than ______THIRTY Per Cent (____30%) of the Purchase Price must be made within ______ calendar days from the date of payment of the FIVE Per Cent (5%) of the Purchase Price stated herein; OR

　　4.2.3 Payment of the Purchase Price (the remaining unpaid part of the Purchase Price) via Mortgage Financing to be arranged by the Purchaser and agreed by both Parties prior to execution of this Pre-Salee Agreement and made from the Financial Institutions accepted by the Vendor as per Annexure C to this Pre-Sale Agreement. On this modality, the Purchaser must submit to the Vendor a ‘Letter of Approval’’ from the Financial Institution which agreed to provide the mortgage within SIXTY (60) calendar days from the date of execution of the Pre-Sale Agreement. That, after a Letter of Approval, the Purchaser shall within NINETY (90) calendar days from the date of execution of the Pre-Sale Agreement..calendar days submit to the Vendor a Payment Guarantee drawn in favour of the Vendor for the mortgaged amount.

　　4.3 All payment modalities highlighted herein above shall be made payable to the Vendor through the Vendor’s Bank Accounts provided under Annexure B to this Pre-sale Agreement and not otherwise.

　　4.4 The Ppurchase Price shall be paid in United StatesUS Dollars or its equivalent into Tanzania Shillings Currency under the exchange rate of the receiving bank Bank on the date of payment (which amount is inclusive of VAT).

　　5. OCCUPATION/POSSESSION: 房产的取得

　　5.1 Possession and Occupation shall be given to the Purchaser who shall be obliged to take the same on the Occupation Date subject to the Vendor being satisfied that the Purchaser has fulfilled all of his/her financial obligations and arrangements arising from this Agreement.

　　5.2 The Vendor undertakes to perform herhis obligation and deliver the Property on time and that, during the existence of this contractual relationship, will hold the Purchaser harmless and indemnified against any loss or damages that will occur as the direct result of the Vendor’s acts/omissions in connection to this Agreement.

　　5.3 The Vendor warrants the Purchaser that immediately after execution of this Agreement, the House/UNIT sold will be delivered to the Purchaser timely on the Unit Completion Date which is set and agreed to be on ______, Provided always that the Purchaser:

　　5.3.1 has fulfilled his/her obligation to pay the Purchase Price in full; OR

　　5.3.2 has completed SIXTY Per Cent (60%) or more of the Purchase Price and provides to the Vendor an irrevocable and unconditional Bank Guarantee covering all subsequent instalments in favour of the Vendor from the Financial Institutions accepted by the Vendor which value must tally with or be greater than the Outstanding outstanding balance of the Purchase Price remain unpaid at on the Occupation Date; OR

　　5.3.3 submits to the Vendor a Payment Guarantee for the mortgaged amount from the Mortgage Deed entered between the Purchaser and its Bank (as per Annexure C herein) drawn in favour of the Vendor for the outstanding balance of the Purchase Price.

　　5.4 A certificate issued by an Architect or a Local Authority to the effect that the Unit is suitable for beneficial occupation is binding upon the parties Parties and when issuing such certificate the Architect or the Local Authority shall be deemed to have acted as an expert.

　　5.5 The UNIT/House offered shall be Semi-furnished with all Sanitary- Wares, Kitchen Appliances, paints, tiles and lights and shall be as to the standards selected by the Vendor as per Annexure G.

　　5.6 The Vendor shall not be responsible for any loss, damage or inconvenience suffered by the Purchaser by reason of any building operations which may be conducted in respect of the development (the UNIT) THREE (03) calendar Months months after the Occupation Date. This liability excludes losses and damages of all electrical equipments or that might be a result of electrical faults which the Purchaser must be full responsible and is at liberty to insure the Property against such losses.

　　5.7 From the Occupation Date the Purchaser shall:

　　5.7.1 Keep the Unit in good repair and shall not store or harbour or allow to be stored or harboured in or about the Unit and/or Restricted Common Area, Common Area, and/or the Land and/or by the Building any articles, goods or materials which may vitiate any fire or other insurance policy held by the Vendor (if any) or increase the premiums payable in respect of such policy;

　　5.7.2 Be responsible for all costs of electricity and water in the unit Unit as shall be provided by respective companies.;

　　5.7.3 Be responsible for all costs of security for common areas, garbage collection for common areas and maintenance of public facilities as shall be provided in Management Service Agreement which must be signed on or before Occupation Date.;

　　5.7.4 Save insofar as may be inconsistent with the provisions of this Agreement, be responsible for all other obligations of an Owner as set out in the Act; andAnd

　　5.7.5 Comply with all Rules, Regulations and By-Laws applicable to the Property.

　　6. FINANCIAL MONTHLY CONTRIBUTION: 月供费用

　　6.1 From and including the Occupation Date as aforesaid, the Purchaser shall be liable to pay the Association a Financial Monthly Contribution and other contributions as required under the Act being a proportionate share of the total cost required for managing, operation, administering, insuring and maintaining the Land, Common Property, Restricted Common Area and general utility bills for common areas. Such Financial Monthly Contributions shall be paid half annually in advance on the first calendar day of each and every six calendar months period to the Management Committee of the Association/Appointed Service Provider.

　　6.2 The Management Committee of the Association reserves the rights of amending payment modality of financial Financial monthly Monthly contribution Contribution from time to time.

　　7. RISK: 房屋财产的风险

　　7.1 From Occupation Date and immediately after expiry of the three Three (03) calendar months Observation period as per Clause 5.6 herein above, all risks and benefits of the Property shall pass from the Vendor/Developer to the Purchaser.

　　8. REGISTRATION OF TRANSFER: 房产权利的转移登记

　　8.1 Transfer and registration of the Property in favour of the Purchaser shall be affected and completed by the Vendor through its Attorneys. In the event the Purchaser opts to complete registration process by himself/herself, all documents necessary for transfer and registration shall be availed and handed over to him/her (the Purchaser) upon completion of payment of the Purchase Price or subject to fulfilment of conditions set forth under Clauses 4.3 2 herein above. For Purchasers who opts for Mortgage purchaseFinance Payment, the transfer and registration will be done by the Vendor’s Attorney or the Bank that extended the finance and executed the Mortgage Deed with the Purchaser, as the case may be.

　　8.2 Stamp Duty, Registration Fees and Approval Fees payable on the transfer and registration of the Unit shall be to the account of the Purchaser. The Purchaser herein agrees that for purposes of facilitating the process, the Purchaser shall deposit to the Vendor an amount as shall be required by the Vendor for the purpose of Stamp Duty, Registration Fees and Approval Fees for the transfer and registration process, and in case there is any remaining balance, the same shall be reimbursed to the Purchaser by the Vendor on or before handing-over of the Original Unit Title for the Property to the Purchaser. For avoidance of doubt, the Stamp Duty, Registration Fees and Approval Fees on the Transfer and registration of the Unit shall be in accordance with the law.

　　8.3 The Purchaser shall accept transfer of the Unit subject to all conditions and servitudes benefiting or burdening the Unit and the Land under Unit Plan and neighbouring Unit Plans whether existing or hereafter imposed by any competent Authority and/or imposed by the Vendor for future development of the Unit and/or Land in accordance with the registered Plan(s) at the office of the Registrar of Titles, Tanzania.

　　9. RESTRICTED COMMON AREA PROPERTY: 公摊面积

　　9.1 The Purchaser herein agrees that the Restricted Common Areas Properties/Properties Areas shall not be for his/her exclusive use; instead, remain as they are to be used by other Unit Co-Owners, Members from neighbouring Zones (Zone 02 to 12) and any other person that will be permitted by the Management of the Association for ZONE – 01 to use such Properties/Areas. The Vendor shall act in collaboration with an Architect and/or Designer (as determined by the Vendor) in so determining the Restricted Common Area Property.

　　9.2 In the event of Restricted Common Area Property not having been finally determined at date of signature, the Vendor hereby reserves the right in its absolute discretion to convert such portions of the Common Area Property to be restricted ones. The cost of and incidental to the creation of the Restricted Common Property shall be borne by the Vendor.

　　9.3 The Purchaser shall, subject to the Rules be entitled to the use and enjoyment of the Restricted Common Area, at all time during existence of the Unit and its correspondence Unit Plan allow other neighbouring Unit Plans Owners (for Zones 02 to 12) to enjoy and use Rrestricted Common Areas such as main roads, main gates, water tower and/or water source created by the Developer for common usage by way of Easement and/or Right of a way provided that such usage or enjoyment is necessary and is done in accordance with the standard conditions set to all users for maintenance of the common.

　　9.4 The Purchaser shall take all reasonable steps to keep the Restricted Common Area in a clean, hygienic, neat and attractive condition and shall not use the area in such a manner or for such purposes as are likely to impair the safety, appearance or amenity of other Unit/s or other parts of the Common Property.

　　9.5 In the event of the Purchaser failing to so maintain the Restricted Common Area, the Association shall be entitled to remedy the Purchaser’s failure and to recover the reasonable cost of doing so from her.

　　9.6 The Purchaser shall allow the Association access to and carry on any activity on the Restricted Common Areas for any purpose reasonably required for maintenance of the Common Property or the Unit, as the case may be.

　　10. JOINT PURCHASERS: 共同购买人

　　10.1 Insofar as there may be more than one Purchaser in terms of this Agreement, the liability/right of each of such Purchaser shall be joint and several.

　　11. NOTICES: 通知方式

　　11.1 Any notice or demand hereunder may be duly given to either Pparty by hand delivery, e-mail or prepaid post letter or other speedier mode of communication properly addressed to the addresses herein above written and shall be effectual notwithstanding any change of address/addresses and notwithstanding the return of the notice or demand concerned and such notice or demand shall be effectual for all purposes SEVEN (07) calendar days after the posting or transmission or service thereof and in proving service it shall be sufficient to prove that the letter containing the notice or demand was properly stamped, addressed and put into the post. Either Pparty who wants to exercise this right upon can opt to use one or more of the above modalities save that, in either choice there must be at least two of these said three compulsory modes (hand delivery, postal address and e-mail).

　　12. THE ASSOCIATION: 协会成员

　　12.1 The Purchaser agrees that:

　　12.1.1 From Occupation Date or after completion of registration of the transfer of the Property in favour of the Purchaser (whichever is earlier) the Purchaser will automatically become a member of the Association and will be and remain bound by the Rules for so long as the Purchaser is the registered owner.

　　12.1.2 Should the Purchaser sell or lease the Property, the Purchaser must notify the Association in writing within fourteen Fourteen (14) calendar days before lease/sale/lease and will make sure that his/her subsequent purchaser/Lessee lessee is made fully aware of the existence of the Association and the fact that such successive purchaser will automatically become a member of the Association and duly bound by the existing Constitution and By-Laws/Rules of the Association.

　　13. WARRANTIES: 质量保证

　　13.1 The Purchaser shall, within Fourteen 14 (14fourteen) calendar days after the Occupation Date, notify the Vendor in writing of all or any defects in the Unit, failing which the Purchaser shall be deemed to have accepted the Unit in good order and condition.

　　13.2 The Purchaser is purchasing the Property with full and complete knowledge in all aspects of the actual state and condition of the Property as described under Annexure F (Type of the House, Plot size Size and ratio Ratio including final changes on the Architectural Design presented to and accepted by the Purchaser) and shall take the Property as it stands on the Occupation Date.

　　13.3 The Purchaser enters into this Agreement solely as a result of his/her own inspection of the Project Land where the Property is going to be erected and reliance made by the Purchaser on Project presentations as described in the registered Unit Plan (Annexure A) and no further representation, warranty or other assurance either written or oral or implied made to the Purchaser and/or his/her employees, agents or representatives save as otherwise provided herein.

　　13.4 The Purchaser acknowledges that this sale is by Unit Title and that the Purchaser has or will have satisfied himself/herself regarding all Rules, regulations, conditions and servitude of whatever nature pertaining to the sale, ownership and use of the Property before signing this Agreement.

　　13.5 If any work of whatsoever nature is still required to be done to the Unit, the Purchaser shall not be entitled to withhold or abate payment of any amount due to the Vendor or the Association.

　　13.6 Insofar as the Vendor has received warranties from contractors/nominated sub-contractors/suppliers and a defect in the Property manifests itself, the Vendor shall, upon request by the Purchaser, cede its rights in such warranty to the Purchaser to the extent that the terms of such warranty do not preclude such cession and upon cession as aforementioned, the Purchaser shall have no further claim against the Vendor arising from such defect.

　　13.7 The Purchaser acknowledges and agrees that he/she shall have no claim against the Vendor in respect of defects, whether latent, patent or otherwise in the Common Property or the Unit save for the defects of which Purchaser shall have notified the Vendor pursuant to Clause 13.1 herein above.

　　13.8 All warranties and undertakings given by the Vendor to the Purchaser in terms of this Agreement are personal to the Purchaser who shall not cede, assign or make-over his/her rights thereto.

　　13.9 Where the Purchaser makes any alterations to the as built Unit without a written approval of the Vendor, the defect liability warrant shall cease forthwith. In any event, the defect liability period shall not exceed the period of Ttwelve (12) calendar months.

　　14. SOLE CONTRACTUAL RELATIONSHIP: 本协议为唯一的契约

　　14.1 The Parties hereto acknowledge that this Agreement contains the entire agreement between them including terms, conditions, stipulations, warranties and/or representations. Immediately after the Purchaser completes his/her obligation to pay the Purchase Price in full as provided herein this Agreement shall be marked final as a final Sale Agreement between the Parties and shall be used for purposes of Transfer of ownership of the Unit from the Vendor to the Purchaser or his/her Assignees.

　　14.2 No variation of this Agreement shall affect the terms hereof unless such variation shall be reduced in writing under the hands of the Parties hereto.

　　15. INDULGENCES: 非弃权

　　15.1 No indulgence, extension of time, relaxation, latitude, failure or delay on the part of either Party hereto to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy as the case may be. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.

　　16. INDEMNITY: 保护客户利益

　　16.1 Notwithstanding anything to the contrary herein contained, the Vendor hereby undertakes to indemnify and hold harmless the Purchaser from and against any loss, damage, liability, cost, expense or action suffered or incurred by the Purchaser directly as a result of any breach or non-observance by the Vendor of any of the Vendor’s obligations or duties herein. The Vendor shall not be responsible for any loss or damage which the Purchaser may suffer as a result of any act or omission whatsoever or neglect on the part of the Purchaser, his/her servants, employees or agents.

　　16.2 Each Party undertakes to indemnify the other Party on a full and unqualified indemnity basis against any action, claim, loss, cost, damage or expense either Party may suffer or incur as a result of any document delivered to it pursuant to this Agreement being unauthorized, invalid or for any reason ineffective for its purpose.

　　17. BREACH: 违约处理

　　17.1 In the event the Purchaser fails to fulfil any of his/her financial obligations and arrangements arising from this Agreementpay the balance of the Purchase Price, or to provide the Payment Guarantee:

　　17.1.1 Before the Unit CompletionOccupation Date the Agreement may be terminated by the Vendor retaining THREE Per Cent (3%) of the Purchase Price and refund of the remaining paid balance to the Purchaser if the Purchaser does not apply for change of the modality of payment; OR

　　17.1.2 After the Unit CompletionOccupation Date the Agreement may be terminated by the Vendor retaining TEN Per Cent (10%) of the Purchase Price and refund of the remaining paid balance to the Purchaser if the Purchaser does not want apply to for extend extension of payment period for a term not exceeding TWELVE (12) calendar months from the Unit CompletionOccupation Date; OR

　　17.1.3 At the Purchaser’s request in writing within THREE (03) calendar days from the Unit Completion Date, the Vendor may extend instalment payment period for a term not exceeding TWELVE (12) calendar months from the Unit Completion Date; Provided that the Purchaser pays an interest of ZERO POINT EIGHT Per Cent (0.8%) per month of the remaining balance of the Purchase Price OR provides an irrevocable and unconditional Bank Guarantee in favour of the Vendor covering the outstanding balance for the extended period from the Financial Institutions accepted by the Vendor; OR

　　17.1.317.1.4 After the expiration of the extension period of not exceeding TWELVE (12) calendar months from the Unit CompletionOccupation Date, the Agreement may be terminated by the Vendor retaining TWENTY Per Cent (20%) of the Purchase Price and refund of the remaining paid balance to the Purchaser. ; OR

　　17.1.4 At the Purchaser request in writing within THREE (3) calendar days from the due date, the Vendor may, at the interest rate of 0.8% of the outstanding balance of the Purchase Price per month, extend instalment payment period for a term not exceeding TWELVE (12) calendar months from Occupation Date (the Due Date).

　　17.2 In the event tThe Purchaser shall beis required to provide a Bank Guarantee (in favour of the Vendor) from the Financial Institutions acceptedapproved by the Vendor covering the whole outstanding balance (the remaining unpaid part of the Purchase Price),. tThe said Bank Guarantee to be issued MUST be irrevocable, unconditional and equivalent to the aggregate Sum of the outstanding balance of the Purchase Price that remains unpaid and must cover all subsequent instalments;.

　　17.3 At the Purchaser’s request in writing within THREE (03) calendar days from the due date, the Vendor shall shift the Purchaser to another Mode of Payment provided herein and requested by the Purchaser subject to calculation of a new Purchase Price and the Purchaser shall be required to pay an extra ONE Per Cent (1%) of the new Purchase Price of the UNIT as an administration charge. The Purchaser will be entitled to shift payment modalityies only ONCE before the Unit Completion Date.

　　17.4 On contrary, in the event that the Vendor fails to complete the Unit/Hhouse under Clause 5.3 here in abovebelow until Occupation the Unit Completion Date, the Vendor shall be liable to pay the Purchaser a Default Penalty at the interest rate of ZERO POINT ZERO FIVE Per Cent (0.05%) of the Purchase Price on each delayed day. Provided always that such delays by the Vendor are the result of the Vendor’s own acts/omissions and have not been attributed by exceptional factors such as Civil Commotion, Force Majeure of Government and/or Local Authority’s acts or omissions out of the Vendor’s control.

　　17.5 Save for the specific period within which the Vendor is required to notify the Purchaser on breach as stated herein above, should the Purchaser fail to comply punctually with any other provision of this Agreement, whether it be a material provision or not, the Vendor will be entitled to notify the Purchaser in writing of the failure and make demand to the Purchaser to rectify the failure within Seven 07 (07Seven) calendar days from the date of the notice and should the Purchaser fail to remedy the breach by the said date, the Vendor will then be entitled without prejudice to any other rights which it may have and without further notice or process:

　　17.5.1 To claim specific performance by the Purchaser of all her obligations in terms of this Agreement and in addition the Vendor will be entitled to claim damages from the Purchaser. ; ORr

　　17.5.2 Sell the Unit to someone else and recover its costs and profit including damages suffered resulting from the Purchaser’s breach or omission.

　　18. DISPUTE RESOLUTION: 纠纷解决

　　18.1 In the event of any dispute or difference arising between the Pparties in relation to or arising out of this Agreement, the Pparties shall forthwith, upon receipt of a notice in writing from the Party claiming such dispute or difference, attempt to resolve the dispute or difference through good faith negotiations. In the event the Pparties fail to reach a settlement within a period of fourteen Fourteen (14) business days either Party may refer the dispute or difference to arbitration under the provisions of the Arbitration Act, Cap. 15 of the Laws of Tanzania.

　　18.2 The appointment of the Arbitrator shall be final and binding on the Parties.

　　18.3 The arbitration shall take place in Dar es Salaam, Tanzania or any other place as may be determined by the Pparties.;

　　18.3.1 The decision of the Arbitrator shall be final and binding on the Pparties; and

　　18.3.2 The decision may be made an order of a court of competent jurisdiction.

　　19 MISCELLANEOUS: 其他约定

　　19.1 The Vendor herein shall not be liable to any loss or damages that the Purchaser might suffer and/or the Default Penalty shall not apply on the part of the Vendor in a situation where one or all of the following situations occur:

　　19.1.1 Natural fire, flood or explosion or other accident not attributable to the negligence of the Vendor, his/her invitees or employees; And/or

　　19.1.2 by Civil Commotion; and/orAnd/or

　　19.1.3 Lby lightning, storm, earthquake, volcanic activity or other natural disaster within the context of force Force majeureMajeure, so as to make the land and the Project premises generally (ZONE – -01 Area)or any part of it wholly or partially unfit for occupation or use.

　　19.2 TIME is of great essence. Both Parties must adhere to the time-frame agreed and scheduled for smooth operation of this Agreement.

　　20 ENTIRETY AND SEVERABILITY OF THIS PRE-SALE AGREEMENT: 协议的完整性和可分割性

　　20.1 This Agreement contains Fifteen (15) printed pages including the Acceptance and seven Seven (07) separate Annexures namely Annexure A, B, C, D, E, F, and G, represents the entire Pre-Ssale Agreement from the Vendor/Developer to the intended Purchaser and supersedes all prior negotiations, representations and/or arrangements, whether written or oral.

　　20.2 If any provision or term of this Agreement or any part thereof shall become or be declared illegal, inoperative, invalid or unenforceable for any reason whatsoever including but without limitation by reason of the provisions of any legislation or other provisions having the force of law or by reason of any decision of the Commissioner or any Court or other body or authority having jurisdiction over the Pparties or this Agreement, such terms or provisions shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement in the jurisdiction in question provided always that, if any such deletion substantially affects or alters the commercial basis of this Agreement, the Pparties shall negotiate in good faith to amend and modify the provisions and terms of this Agreement as may be necessary or desirable in the circumstances.

　　20.3 This Pre-Ssale Agreement is issued by the Vendor and given to the Intended Purchaser in Triplicate, which makes the three copies Original and Authentic only when bearing verified Signatures of the Vendor’s authorized oOfficers.

　　21 GOVERNING LAW: 管辖法律

　　21.1 This Agreement shall be governed by the Laws of the United Republic of Tanzania.

　　[This part hereunder has been intentionally left blank; Signature page follows]

　　IN WITNESS WHEREOF this Agreement has been duly executed by the parties Parties hereto as of the day and year first hereinbefore written.

　　THE VENDOR

　　SEALED with the Common Seal of AVIC COAST LAND

　　DEVELOPMENT (T) LIMITED in our Presence on this day of____ COMPANY SEAL

　　Full Name:

　　Signature:

　　Designation:

　　Full Name:

　　Signature:

　　Designation:

　　CERTIFICATION BY THE ATTORNEY:

　　I, (Advocate), CERTIFY THAT I personally saw and witnessed the Directors and/or Company Secretary of the Vendor herein affix the Seal and duly sign on this Agreement.

　　NAME:

　　ADDRESS:

　　SIGNATURE:

　　DATE:

　　OCCUPATION:

　　THE PURCHASER:

　　DELIVERED and SIGNED at Dar es Salaam by the said

　　______ who has been known/

　　introduced to me by

　　who is personally known to me in my presence on this Purchaser day of______

　　Before Me:

　　Full Name:

　　Address:

　　Signature:

　　Designation: