PURCHASE AGREEMENT CONTRACT - ANNA WOLFF
This Investment Agreement (“Agreement”) is made on this between:
(the Investor and the Supplier shall collectively be referred to as the “Parties” and individually as the “Party”).
It is agreed as follows:
In this Agreement, the following words and expressions shall (save where the context otherwise requires) have the meanings assigned to them herein:
(a) “Applicable Law” means any applicable law, statute, by-law, regulation, treaty, rule, order, determination, decree, code or directive, including any judicial or administrative order or judgment, made or issued by any governmental authority, department or body in the United Kingdom.
(b) “Business Day” means a day (other than a Saturday, Sunday or public holiday) when clearing with banks in the City of London are open for transactions of normal banking business.
(c) “Effective Date” means the first Business Day of the following month after payment is received pursuant to Payment Notice.
(d) “License Fee” means the fee paid on monthly or quarterly or bi-annually or yearly basis to the Investor by the relevant local authority in terms of this Agreement, for the uninterrupted occupancy of the Static Home by the Occupant for the period of the Term, which the Investor hereby permits the Supplier to receive on his behalf and the Supplier shall transfer the same to the designated bank account of the Investor after the deducting Management Fee.
(e) “Intellectual means property rights” all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world filed by the Supplier or anyone on its behalf.
(f) “Investment” means all monies in pounds sterling paid by the Investor to the Supplier for the purchase of the Static Home under this Agreement.
(g) “Investor” means any person including any individual(s) or a company or partnership as the case may be who under this Agreement shall pay the Investment to the Supplier.
(h) “Local Authority” means any relevant local authority in the United Kingdom.
(i) “Management Fee” means the professional fee paid to the Supplier by Investor for management of each Unit on the Site for the Term which shall be deducted by the Supplier from the License Fee.
(j) “Manufacturer” means the factory who will manufacture the Static Home on the instructions of the Supplier on behalf of the Investor.
(k) “Payment Notice” is a demand notice issued in the form attached as Schedule 2 by the Supplier pursuant to which the Investor shall transfer the Price.
(l) “Price” means the price paid by the Investor for purchase of each Unit under this Agreement. The Price of each Unit shall be GBP Sterling 37,499.00 till such time it is changed by the Supplier.
(m) “Site” means the real estate site allocated to the Occupant by the respective Local Authority where the Supplier shall install the Static Home on behalf of the Investor for the occupancy of the Occupant.
(n) “Static Home(s)” means a residential static home/mobile home manufactured by the Manufacturer.
(o) “Supplier” means Concept Capital Group which will include its successors in interest and duly authorized assigns, subsidiaries, affiliates.
(p) “Occupant” means a person as identified and confirmed only by the Supplier who has permission from the Local Authority to occupy the Site and on whose behalf the Local Authority shall pay the License Fee.
(q) “Term” means agreed term of this Agreement which shall be not less than a period of two years and shall not exceed a period of 12 years from the Effective Date.
(r) “Unit(s)” means the number of Static Home(s) being purchased by the Investor against the Investment made by the Investor under this Agreement.
(a) Unless the context otherwise requires, in this Agreement:
(i) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, provided that, as between the Parties, no such amendment, extension or re-enactment shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party.
(ii) A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision and any replacement statute or legislation if the existing statutory provisions or subordinate legislation is repealed or replaced.
(iii) Words denoting the singular number shall include the plural and vice versa and reference to the masculine include a reference to the feminine gender and neuter and vice versa and words importing the whole shall be treated as including a reference to any part thereof.
(iv) A reference to one gender shall include a reference to the other genders.
(v) A reference to a Supplier shall include any Supplier, corporation or other body corporate, wherever and however incorporated or established.
(vi) References to costs, charges, expenses or remuneration shall be deemed to include, in addition, references to any value added tax or similar tax charged or chargeable in respect thereof.
(vii) The rule known as the ejusdem generis rule shall not apply and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.
(b) Where any term is defined within the context of any particular provision in this Agreement the term so defined unless it is clear from the provision in question that the term so defined has limited application to the relevant provision, shall bear the meaning ascribed to it wherever used in this Agreement notwithstanding that that term has not been specifically defined in this Clause 1.
(c) Clause, Schedule and paragraph headings are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.
(d) The Schedules form part of this Agreement and shall have effect as it set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
(e) Unless the context otherwise requires, a reference to any Party shall include that Party’s successors and permitted assigns.
(f) A reference to “writing” or “written” includes fax and e-mail.
(g) Any obligation on a Party not to do something includes an obligation not to agree or allow that thing to be done by another Person so far as this is within that Party’s power or control.
(h) Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.
(i) A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement, and in accordance with the law to which that agreement or document is subject and the particular conditions (if any) of such agreement or document) from time to time.
(j) References to Clauses and Schedules are to be construed as references to the Clauses and Schedules to this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
(k) Unless the context otherwise requires, any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(a) Subject to the terms of this Agreement, the Investor hereby agrees to invest in the purchase of Unit(s) and pay the applicable Price on a guaranteed return basis in terms of this Agreement.
(b) Upon signing of this Agreement the Investor hereby commits and confirms that it shall buy Unit(s) and against which he shall make the Investment pursuant to the Payment Notice within seven (7) Business Days of issuance of the Payment Notice by the Supplier.
(c) Upon receipt of the Investment under this Agreement the Supplier shall also provide an ownership certificate to the Investor within 8 weeks for each Unit purchased which shall clearly show the Investor as the owner of the Unit and each of such Unit shall also mention a chassis number issued by the Manufacturer.
2.2 Return on Investment (ROI)
(a) It is hereby agreed that the Investment shall carry a guaranteed per Unit return on Investment as detailed in the attached Schedule 1 (“ROI”) and shall be paid in accordance with this Agreement on monthly, quarterly, bi-annually or annual basis as the case may be.
(b) The Investor confirms that it wishes to receive the ROI on a Select IntervalMonthlyQuarterlyBi-AnnuallyAnnually basis, which repayment shall commence from the last working day of the following month after the Effective Date.
(c) Upon receipt of the Price as per the Payment Notice, the Investor shall receive a formal confirmation in writing from the Supplier of the receipt of the Price and this Agreement shall become effective from the Effective Date. The Parties also confirm that the Term of this Agreement shall be effective from the Effective Date till the time the Agreement is terminated or is expired.
(d) The Supplier hereby undertakes and confirms to the Investor that throughout the Term of this Agreement, it shall be the obligation of the Supplier to pay the value of the License Fee to the Investor either through the collection of the License Fee from the relevant Local Authority or through its own sources as the case be. The License Fee shall be paid in the designated bank account of the Investor via which the Price of the Unit(s) is transferred to the bank account of the Supplier as mentioned in the Payment Notice.
3.1 As security for the Price to be paid under the Payment Notice, the Supplier shall prior to the issuance of the Payment Notice represent to the Investor that the following conditions have in principle been met by the Supplier, the Supplier shall, on or before the receipt of the Investment, ensure, cause and procure:
(i) The delivery date of the Unit to be installed at the Site from the Manufacturer.
(ii) The Local Authority has confirmed the identity of the Occupant and the tentative date from which the License Fee shall be paid.
3.2 The Supplier herby confirms that that the Investor shall have the option of transferring his interest in the Unit upon the conclusion of the Term, which intention it shall have communicated to the Supplier, in writing, at least six months prior to the conclusion of the Term and it shall be the obligation of the Supplier to acquire this interest either through its own means or through the introduction of any third party.
4.1 Conditions Precedent for payment ROI
The obligation of the Supplier to pay the License Fee to the Investor shall be subject to receipt by the Supplier, in the Agreed Form, with documentary evidence establishing to its satisfaction (“Conditions Precedent”) the following:
(a) The Investor has fully authorised the Supplier in writing to invest his Investment in the purchase of the Static Home/Unit(s) it shall purchase on his behalf.
(b) The Investor has authorized the Supplier or anyone on behalf to manage the Units on his behalf and also collect/receive the License Fee from the relevant Local Authority and transfer the same to the designated bank account of the Investor after deducting the Management Fee.
(c) The Investor understands that they have the right to or has sought legal advice from a trusted advisor in relation to this agreement and has entered into this agreement with an understanding of the language and terminology relying on the same advice.
(d) No Event of Default has occurred between the Signing of the Agreement and the Payment Notice.
4.2 Investor’s Undertaking
(a) The Investor hereby confirms and undertakes that during the term of this Agreement he shall not evict the Occupant from the Site without prior written confirmation from the Supplier or even place his own occupant in the Site.
(b) Additionally, the Investor also confirms that he shall not directly get in touch with the Local Authority or the Occupant if he is not receiving the License Fee on time.
(c) The Investor hereby confirms that during the Term of this Agreement he waives his rights to evict the Occupant from the Site as long as he receives the License Fee in a timely manner.
(d) Once the eviction proceedings have been suspended under this Agreement the Investor shall continue to receive the License Fee as if the same proceedings were never initiated by the Investor.
5.1 Representations, Warranties and Covenants
The Parties hereby represent, warrant and acknowledge to each other, that:
(a) The Parties can legally enter into this Agreement and all the corporate permissions/ resolutions to this effect have already been obtained and can be produced and provided as and when required by the other Party.
(b) There is no pending investigation, litigation, arbitration or proceedings that is likely to:
(i) have a Material Adverse Effect in relation to the Party;
(ii) impair any Party’s ability to perform its obligations under this Agreement; or
(iii) affect the legality, validity or enforceability of the terms of this Agreement.
(c) As of the date hereof, no event or condition, circumstances (including, without limitation, force majeure) or any change of law has occurred which would materially and adversely affect each Party’s ability to carry on its business and or affairs or to meet, in the normal course, its obligations under this Agreement.
(d) The Parties are in compliance with all Applicable Laws of the United Kingdom, applicable statutes, regulations, orders, permissions, notifications, licences or circulars of, and all applicable lawful restrictions imposed by all any relevant governmental or quasi-governmental authorities in respect of the conduct of its business and or affairs.
(e) All information furnished by the Parties to each other is complete, accurate and not misleading, and the no Party has omitted or concealed any material facts which would render such information untrue, incorrect, inaccurate or misleading or be reasonably likely to cause the other Party to reconsider entering into this Agreement.
(f) The Parties shall do at all times all things necessary to preserve and maintain in full force and effect its existence under the laws of its jurisdiction, including the proper maintenance of all books and records.
(g) The Parties shall, promptly upon becoming aware of it, notify each other of:
(i) any proposal or threat to suspend the operation of the informing Party; and
(ii) details of any other event or circumstances which could reasonably be expected to materially and adversely affect the operations of each Party.
(h) All acts, conditions and things necessary to be done or fulfilled and performed in order to (i) enable it lawfully to enter into, exercise its rights under and perform and comply with its obligations expressed to be assumed by this Agreement, and (ii) to ensure that obligations therein are legal valid and binding obligations in accordance with their terms have in each case been done, fulfilled and performed.
(i) there exists no adverse order, notifications, rulings, determinations, decisions, notices, judgments, decrees of whatsoever nature affecting the business, affairs, ownership and operations of any Party.
The Parties agree and acknowledge that both are entering into this Agreement on the inter alia basis of full and absolute reliance on the representations and warranties set out in Clause 5.1 and Investor is also relying on Clause 4.1 (d).
6.1 The Investor shall:
(a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including to the Bribery Act 2010 (the “Relevant Requirements”);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom;
(c) have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and Clause 6.1(b), and will enforce them where appropriate; and
(d) notify the Supplier (in writing) if it becomes aware of any breach of Clause 6.1(a) or Clause 6.1.(b), or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage .
6.2 The Investor shall ensure that any person associated with the Investor who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Investor in this Clause 6 (Relevant Terms). The Investor shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to the Supplier for any breach by such persons of any of the Relevant Terms.
6.3 Breach of this Clause 6 shall be deemed a material breach and hence an Event of Default.
7.1 The Investor hereby exclusively appoints the Supplier for the period of the Term to manage the Unit against Management Fee, along with the duly authorised partners, assigns, subsidiaries and affiliates, for inter alia the following:
(a) Place qualified Occupants in the Unit who are eligible for housing benefit. The waiting list currently satisfies 2500 such like candidates who are waiting for Units and who qualify.
(b) Manage all repairs and maintenance of the Unit(s) during the Term of this Agreement against regular and timely payment of the Maintenance Fee. All the expenses relevant to the maintenance of the Unit shall be borne by the Occupant however if such expenses are not payable by the Occupant then the same shall be paid by the Supplier to the absolute exclusion of the Investor.
(c) Withhold all security deposits on behalf of the Investor required to mitigate against any damage that is not covered under full comprehensive insurance cover.
(d) Ensure that the day to day management of the Site is carried through capable and personnel/professionals duly hired by the Supplier.
(e) Ensure the Unit is insured via Allianz Insurance Plc however; if premiums increase or the provider is changed then there may be an increase or decrease in the Management Fee which shall be adjusted accordingly and such increases or decreases will not affect the guaranteed ROI to the investor.
(f) Ensure that in the case of any damage to the property, a replacement unit will be provided in lieu of the damaged/destroyed unit. An updated ownership certificate with the revised chassis number will be issued to the investor.
(g) Ensure that during any disruption, the license fee shall not be halted and the standard amount will be paid as stated in this agreement for the duration of the term.
7.2 In lieu of the management of each Unit the Supplier shall be entitled to payment of Management Fee as detailed in Schedule 1.
8.1 Event of Defaults
Each of the following events shall constitute an “Event of Default”:
(a) Failure of the Supplier to pay the License Fee to be paid to the Investor in terms of the Schedule 1 or to pay any other amounts due to be paid by the Supplier to the Investor on the date on which such other amounts become due in terms of this Agreement; or
(b) Failure by the Parties to comply with or fulfill any covenant or agreement made in or pursuant to the Agreement; or
(c) any representation, warranty or statement made:
(i) By any Party in or pursuant to this Agreement, notice, document, certificate, statement or other instrument delivered by or on its behalf pursuant to any of this Agreement proves to be incorrect, in any material respect when made in accordance with the provisions hereof, which adversely effects the other Party’s ability to perform under this Agreement; or
(ii) Any event occurs which, in the judgment of a Party, may adversely affect the other Party’s ability to perform its obligations under this Agreement; or
(iii) The liquidation, winding up or bankruptcy of the Supplier; or
(iv) Any change in law which may have the effect of adverse effect or which affects the Supplier’s ability to make payments especially the License Fee when due; or
(v) Breach by a Party or any failure by it to perform its covenants or undertakings set out in this Agreement; or
(vi) The Parties have not complied with terms and conditions of this Agreement.
8.2 Remedies upon Default
8.2.1 Without prejudice to any other rights of the Investor, the Investor may, upon acquiring knowledge of the occurrence of an Event of Default, serve a notice to the defaulting party in writing (“Notice to Cure”) specifying the Event of Default that has occurred and giving (subject to the proviso below) the defaulting party ten (10) Business days to cure the default; and (b) in the event that the defaulting party does not cure the default within ten (10) Business Days, serve a notice to the defaulting party (“Penalty Notice”) in writing declaring that the entire outstanding amount and any other amounts payable by the defaulting party under this Agreement have become due and payable, which amounts shall forthwith become due.
8.2.2 In the circumstance that the Supplier is unable to fulfil its obligations under this Agreement as the intermediary to retrieve the licence fee on behalf the Investor, following the occurrence of an Event of Default outlined in clauses 8c and 8b. The power of the responsibilities held by the Supplier in this capacity will transfer to the Investor. This transfer will enable them to liaise directly or appoint a trusted third party to liaise with Social Park Housing as it pertained to the units owned. This transfer of responsibility will not form a partnership between the Client and the Managed Property Service provider.
A notice, consent, approval or other communication (each a “Notice”) under this Agreement shall be in writing via email and shall be addressed to the person to whom it is to be given from the following email addresses:
Supplier – [email protected]
9.2 Time of Receipt
A Notice shall be treated as having been given and received on the day of email at the time it is issued by the person notifying.
10.1 Business Day
Any sum payable under this Agreement on a day which is not a Business Day shall be payable on the immediately succeeding Business Day.
10.2 No Waiver and Cumulative Rights
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
(a) Each provision of this Agreement is severable and distinct from the others. The invalidity, illegality or unenforceability of any one or more provisions of this Agreement at any time shall not in any way affect or impair the validity, legality and enforceability of the remaining provisions hereof.
(b) If, during the currency of this Agreement, this Agreement or any provision hereof is held by any competent court or tribunal or authority to be invalid and or unenforceable, the Parties, while acknowledging that they have entered into this Agreement in good faith and on the understanding that it constitutes their legal, valid and binding obligations, agree as follows:
(i) Within three (3) calendar days of such happening, the Parties shall suitably substitute this Agreement or such of its provisions as may have been declared invalid and or unenforceable.
(ii) Such substituted agreement or provisions shall be of such nature and shall contain such terms so as not to relegate any Party to a fiscally detrimental position than held by it under this Agreement, provided always, that the new terms are in accord with the directions of the court or tribunal or authority concerned.
10.4 Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors, permitted assigns and transferees of the Parties, provided that the Supplier shall not assign or transfer any of its rights or obligations hereunder to any person or body without the prior written consent of the Investor.
10.5 Amendment to the Agreement
This Agreement may not be amended or modified unless the Supplier and the Investor has given their consent for such amendment in writing in advance.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same document and any Party may enter into this Agreement by executing a counterpart. Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by (a) fax or (b) e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement. If either method of delivery is adopted, without prejudice to the validity of this Agreement thus made, each Party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.
Term means the period commencing from the Effective Date which shall be a minimum period of 2 years and a maximum period of 12 years. However, if the Investor wishes to terminate the Agreement, he may do so by giving a prior written notice of 6 months to the Supplier. However, the Investor may only terminate this Agreement by giving such notice either in the 2nd or 4th or 6th or 8th or 10th year of this Agreement. The ROI shall be payable in terms of the table mentioned in the Schedule 1 and the Supplier shall only be obligated to buy back the Unit at the already agreed price as mentioned in the Schedule 1 of this Agreement.
Any party may terminate this Agreement with immediate effect by issuing a termination notice provided the defaulting party is unable comply with the provisions of clause 8.2 of this Agreement.
The Parties agree to indemnify and hold harmless the other Party, against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement pursuant to which the defaulting party terminates this Agreement under Clause 10.8.
Under no circumstances shall either Party be liable to the other Party or any third party for any damages resulting from any part of this Agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, which are not related to or the direct result of a Party’s negligence or breach.
(a) This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the England and Wales.
(b) The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with this Agreement, its subject matter or formation (including non-contractual disputes or claims).
Term from Effective Date
Yearly License Fee
Monthly License Fee
Yearly Management Fee
Monthly Management Fee
Monthly License Fee Payable to Investor
Buy Back Price
Once all the cost pertaining to the Management of the Units have been deducted, the Supplier will transfer the withstanding amount to the Investor on a monthly/quarterly/annual basis – dependent on the period agreed in Clause 2.2 of this Agreement.
Subject: Payment Notice
Dear Sir/ Madam
Pursuant to the Investment Agreement dated entered between us (the “Agreement”), we the undersigned in our capacity as the Supplier, under the Agreement, do hereby confirm that we have now fulfilled the requirements of the Payment Notice in accordance with the Agreement and also confirm that we you have fulfilled conditions of the Agreement.
As per the Agreement, you have agreed to purchase Units and now through this Payment Notice we request you to transfer (the “Price”) to our following designated bank account:
Bank: NatWest Plc
Title: Concept Capital Group Limited
Account Number: 20395906
Sort Code: 60-11-13
We confirm that upon receipt of the Price, the Agreement shall become effective.
Concept Capital Group Limited
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Signed by Ian Elliot - Director on behalf of Concept Capital Group
Signed On: 31 May 2021
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Document Name: PURCHASE AGREEMENT CONTRACT - ANNA WOLFF
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