General Conditions of Sale

The following sections (being the sections headed 1. Section 1 – Glossary, 2. Section 2 – Auction Conduct Conditions and 3. Section 3 – Sale Conditions and also Appendix 1 and Appendix 2) together comprise the General Conditions of Sale.

These apply to the sale of any Lot in any Auction (subject to any variation or addition to these General Conditions of Sale, where permitted by these General Conditions of Sale, validly made and applied to the sale of any particular Lot).

These General Conditions of Sale apply only to any Lot which is situated in Scotland.

1              Section 1 -Glossary

This glossary applies to these General Conditions of Sale.  It is a compulsory section of the General Conditions of Sale that must be included without variation (but the Special Conditions may include defined words that differ from this glossary so long as they apply only to the Special Conditions).

The laws of Scotland apply to the Conditions and to any Contract, and You, We, any Seller, any Bidder, any Offeror, any Guarantor and any Buyer all submit to the jurisdiction of the Courts of Scotland.

The following definitions and rules of interpretation apply in these General Conditions of Sale:

1.1             Definitions

2012 Act means the Land Registration etc (Scotland) Act 2012;

Administration Fee means a fee of Three thousand pounds (£3,000) STERLING (exclusive of VAT, together with VAT thereon or a sum equivalent to VAT thereon, if applicable) to be paid by the Buyer following a successful bid in accordance with Condition 2.3.7 of these General Conditions of Sale;

Actual Completion Date means the date when Completion takes place or is treated as taking place for the purposes of apportionment and calculating interest;

Addendum means an amendment or addition to the Conditions or to the Particulars or to both whether contained in an update to the Website, a written notice from the Auctioneers or an oral announcement at the Auction;

Advance Notice means an advance notice as defined in Section 56 of the 2012 Act;

Agreed Completion Date means, subject to Condition 3.9.3;

(a)      the date specified in the Special Conditions; or

(b)      if no date is specified, 20 Business Days after the Contract Date;

but if that date is not a Business Day the first subsequent Business Day;

Approved Financial Institution means any bank or building society that is regulated by a competent UK regulatory authority or is otherwise acceptable to the Auctioneers;

Arrears means arrears of rent and other sums due under the Tenancies and still outstanding on the Actual Completion Date;

Arrears Schedule means the arrears schedule (if any) forming part of the Special Conditions;

Articles of Roup means the articles of roup in the form set out at Appendix 1 of these General Conditions of Sale, as varied by any Special Conditions or Addendum and which  represent the terms on which that Seller is offering that Lot for sale in the relevant Auction;

Auction means the auction (or “roup”) advertised on the Website and to be conducted by the Auctioneer in which it is intended that Bidders will have the opportunity to bid online via the Website for each Lot;

Auction Conduct Conditions” means the conditions so headed at Section 2 of these General Conditions of Sale, including any extra auction conduct condition contained in an Addendum;

Auctioneer means Green Door Property Auctions Limited, a company incorporated under the Companies Acts in Scotland (registered number SC671637), having its principal place of business at Great Michael House, 14 Links Place, Edinburgh, EH6 7EZ, being the auctioneers for any Auction;

Bidder means someone who participates in the Auction, whether or not they are a Buyer;

Business Day means a day other than a Saturday, Sunday or public holiday in Scotland, when banks in Edinburgh, Glasgow or London are open for business;

Buyer means the person who agrees to buy the Lot or, if applicable, that person’s personal representative.  If two or more people or entities are jointly the Buyer their obligations can be enforced against them jointly or against each of them separately;

Completion means, unless the Seller and the Buyer otherwise agree, the occasion when they have both complied with the obligations under the Contract that they are obliged to comply with prior to Completion, and the amount payable on Completion has been unconditionally received in the Seller’s Solicitor’s client account (or as otherwise required by the terms of the Contract);

Condition means one of the Auction Conduct Conditions or Sale Conditions;

Contract means the contract by which the Seller agrees to sell and the Buyer agrees to buy the Lot;

Contract Date means the date of the Auction or, if the Lot is sold before or after the Auction:

(a)      the date of the Minute of Preference and Enactment signed by both the Seller and Buyer (or by persons authorised by, and signing on behalf of either or both of the Seller and Buyer); or

(b)      if a separate contract is entered into, the date that the contract is concluded in accordance with Scots law;

Deposit means a deposit of a sum of money equivalent to Ten per cent (10%) of the Purchase Price (exclusive of VAT), and subject to a minimum sum of Three thousand pounds (£3,000) STERLING, or the Purchase Price if this is less than the minimum sum) to be paid to the Auctioneer as agent for the Seller and stakeholder between the parties;

Disposition includes an assignation (and “to transfer” includes “to assign”);

Documents means Documents of title including, if title is registered in the Land Register of Scotland, the entries on the title sheet and the title plan and other documents listed or referred to in the Special Conditions relating to the Lot (apart from Financial Charges);

Duly executed means Executed in such manner as meets the requirements of Section 3 or Sections 9B and 9C of the Requirements of Writing (Scotland) Act 1995;

Encumbrances means any encumbrances as defined in Section 9 of the 2012 Act;

Extra General Conditions means any Conditions added or varied by the Auctioneers and starting at Condition 3.29;

Financial Charge means a standard security or floating charge to secure a loan or other financial indebtedness or the performance of some other obligation;

General Conditions or General Conditions of Sale means these General Conditions of Sale including any Extra General Conditions;

Interest Rate means, if not specified in the Special Conditions, the higher of 6% and 4% above the base rate from time to time of the Bank of Scotland plc.  The Interest Rate will also apply to any judgement, debt, unless the statutory rate is higher;

Lot means each separate property , Particulars of which are on the Website, or ( as the case may be) the property that a Seller has agreed to sell and a Buyer has agreed to buy ( including moveables, if any);

Minute of Preference and Enactment (otherwise known as the “Sale Memorandum”) means the Minute of Preference and Enactment which shall be in the form set out in Appendix 2 hereto (unless varied by the Special Conditions of Sale in respect of any Lot) in which the terms of the Contract for the sale of a  Lot are set out;

Offeror means the Buyer’s duly authorised agent;

Particulars means the section of the Website that contains descriptions of each Lot (as varied by any Addendum);

Practitioner means an insolvency practitioner for the purposes of the Insolvency Act 1986 (or, in relation to jurisdictions outside the United Kingdom, a person undertaking a similar role);

Purchase Price means the purchase price (exclusive of VAT) for the Lot which was bid by the Buyer;

Ready to Complete means ready, willing and able to complete: if Completion would enable the Seller to discharge all Financial Charges secured on the Lot that have to be discharged by Completion, then those outstanding Financial Charges do not prevent the Seller from being Ready to Complete;

Sale Conditions means these General Conditions of Sale, as varied by any Special Conditions of Sale or Addendum;

Seller means the person or entity selling the Lot. (If two or more are jointly the Seller their obligations can be enforced against them jointly or against each of them separately;

Special Conditions of Sale (or “Special Conditions”) means those conditions set out in the Articles of Roup for any Lot within the section headed “Special Conditions of Sale “;

Tenancies means tenancies, leases, licences to occupy and agreements for lease and any documents varying or supplemental to them;

Tenancy Schedule means the schedule of Tenancies (if any) forming part of the Special Conditions;

TUPE means the Transfer of Undertakings (Protection of Employment) Regulations 2006;

VAT means Value Added Tax or other tax of a similar nature;

VAT Option means an option to tax;

We (and us and our) means the Auctioneer;

You (and your) means someone who has viewed the details of any Lot on the Website or who attends or bids at or otherwise participates in the Auction, whether or not a Buyer;

Website means www.greendoorpropertyauctions.co.uk together with any other website which is used to allow prospective bidders to register and participate in an Auction.

1.2             Clause headings shall not affect the interpretation of these General Conditions of Sale.

1.3             A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4             Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5             Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.6             References to legislation are to that legislation as it may have been modified or re-enacted by the date of the Auction or the Contract Date (as applicable).

 

 

2              Section 2 – Auction Conduct Conditions

The Auction Conduct Conditions contained in this Section 2 of these General Conditions of Sale are a compulsory section of these General Conditions of Sale.  They cannot be dis-applied or varied without the express agreement of the Auctioneer in writing, even by a Condition purporting to replace these General Conditions of Sale in their entirety.

The Auction Conduct Conditions contained in this Section 2 of these General Conditions of Sale apply wherever the Lot is located in Scotland.  If You make a bid for a Lot or otherwise participate in the Auction it is on the basis that You accept these Auction Conduct Conditions.  They govern Our relationship with You.   They can only be varied if We expressly agree to such a variation, in writing.

2.1             The Auctioneers Role

2.1.1                The Auctioneer has authority as agent for each Seller to:

2.1.1.1                  prepare the Particulars for each Lot being presented for sale at any Auction from information supplied by or on behalf of each Seller;

2.1.1.2                  offer each Lot for sale;

2.1.1.3                  sell each Lot;

2.1.1.4                  receive and hold Deposits;

2.1.1.5                  sign the Minute of Preference and Enactment on behalf of the Seller as his agent;

2.1.1.6                  exercise any rights which may exist to terminate a contract for sale in circumstances where a defect in relation to the Auction process, including without prejudice to the generality, the adherence to these Auction Conduct Conditions,  is identified; and

2.1.1.7                  treat a Contract as repudiated if the Buyer fails to sign (or provide signed on its behalf by a person authorised by it) a Minute of Preference and Enactment or pay the Administration Fee and the Deposit as required by these Auction Conduct Conditions.

2.1.2                Preparation for Auction and details of each Lot

2.1.2.1                  The Auctioneer’s decision on the conduct of the Auction is final and the Auctioneer is entitled to regulate the bidding process via the Website as it sees fit, including specifying how Bidders may place their bids.

2.1.2.2                  We have taken reasonable care to prepare Particulars that correctly describe each Lot. The Particulars are based on information supplied by or on behalf of the Seller. You need to check that the information in the Particulars is correct.

2.1.2.3                  If the Special Conditions do not contain a description of the Lot, or simply refer to the relevant Lot number, You take the risk that the description contained in the particulars is incomplete or inaccurate, as the Particulars have not been prepared by a solicitor and are not intended to form part of a legal contract.

2.1.2.4                  The Particulars and the Sale Conditions may change prior to the Auction and it is Your responsibility to check that You have the correct versions.

2.1.2.5                  If We provide information, or a copy of a document, We do so only on the basis that We are not responsible for the accuracy of that information or document.

2.1.3                The Auctioneer may cancel the Auction or alter the order in which Lots are offered for sale.  A Lot may be sold or withdrawn from sale prior to the Auction. A Lot may also be withdrawn at any stage prior to its closing time (even if bidding for the Lot has opened or bids have been received above the reserve price for the Lot) if, in the Auctioneer’s opinion, which shall be final, a material matter is brought to the Auctioneer’s attention that means that it would be prejudicial to either the Seller or the Buyer to continue to offer the Lot.

2.1.4                Subject to Condition  2.1.5 below, the Auctioneer’s total aggregate liability to any participants in the Auction in respect of any and all claims (whether for breach of contract, negligence or otherwise) which arise out of or in connection with any Auction will not exceed whichever of the following limits is applicable:

2.1.4.1                  in respect of any and all claims for which liability is covered by the Auctioneer’s professional indemnity insurance, the relevant aggregate limit of the Auctioneer’s liability is £ 50,000 ( fifty thousand pounds Sterling), or such other sum as is covered from time to time by the Auctioneer’s professional indemnity insurance in place at that time; or

2.1.4.2                  in respect of any and all claims for which liability is not covered by the Auctioneer’s professional indemnity insurance, the relevant aggregate limit of the Auctioneer’s liability is £ 1,000 (one thousand pounds Sterling).

2.1.5                You acknowledge that to the extent permitted by law We owe You no duty of care. No claims shall be made against the Auctioneer by You (including for the avoidance of doubt but without prejudice to the generality by any Bidder, Buyer or Offeror) in respect of any loss, damage or claims suffered by or made against You or any Bidder, Buyer or Offeror by reason of You or the Bidder, Buyer or Offeror entering into any contract to purchase or acquire any other interest in a Lot.

2.1.6                Each Seller, Buyer and potential Bidder acknowledges that the Auctioneer cannot guarantee or provide any other assurance that the operation of the Website will be uninterrupted or error free and/or that any participants in the Auction will be able to access the Website and/or use the Website in order to place bids for a Lot.

2.1.7                The Auctioneer reserves the right to refuse to permit any Bidder from participating in the Auction without having to explain why.

2.1.8                A Bidder may not be allowed to bid unless they provide such evidence of their identity and other information as the Auctioneer requires from all Bidders.

.

2.2             The Seller

2.2.1                The Seller reserves the following rights, subject to the Auctioneer first agreeing to the exercise of these rights:

2.2.1.1                  to withdraw any Lot from the Auction;

2.2.1.2                  to sell by private bargain the whole or any part of any Lot before the Auction and without disclosing the reserve price or giving any reason therefore; and

2.2.1.3                  to consolidate two or more Lots into one.

2.2.2                If a Lot has been placed on to and appears on the Website, and if the Seller subsequently withdraws that Lot from the Auction prior to the sale of that Lot at the relevant Auction, the Seller shall be under an obligation to pay the Administration Fee to the Auctioneer on demand at any time after the Seller has withdrawn the Lot from the Auction.

2.3             Conduct of Auction, bidding and reserve prices

2.3.1                Unless otherwise stated, each Lot is offered subject to an undisclosed reserve price (which may be fixed just before the Lot is offered for sale). If no bid equals or exceeds the reserve price, the Lot will be withdrawn from the Auction.

2.3.2

2.3.2.1                  Where there is a reserve price, the Seller reserves the right to bid by itself (or ask the Auctioneer or another agent to bid on the Seller’s behalf) up to the reserve price but may not make a bid equal to or exceeding the reserve price. You accept that it is possible that all bids up to the reserve price are bids made by or on behalf of the Seller;

2.3.2.2                  Where a guide price (or range of prices) for any Lot is published, that represents the approximate price at which the Seller would expect to sell that Lot at the date of publication. However, guide prices can change. The last published guide price will normally be at or above any reserve price, but not always, as the Seller may fix the final reserve price at the Auction.

2.3.3                All bids are to be made in pounds Sterling exclusive of any applicable VAT save where any relevant Special Conditions of Sale state otherwise.

2.3.4                All Bidders must comply with any bidding application requirements set by the Auctioneers in order to be able to participate in the Auction. Failure to do so will entitle the Auctioneer to refuse to accept that Bidder’s bid and that Bidder may not then be able to participate in the Auction.

2.3.5                The Auctioneer has the right to divide and sell any Lot in separate Lots if the whole Lot is unsold, or sell a group of individual Lots as one Lot or combine any Lots

2.3.6                For the avoidance of any doubt:

2.3.6.1                  a Bidder will not be able to cancel or withdraw a bid once it has been submitted; but

2.3.6.2                  a Bidder will be able to adjust a maximum bid entered in situations when the current bidding is still below the submitted maximum bid amount.

2.3.7                A successful bid is one which the Auctioneer accepts as such on behalf of the Seller. The Auctioneer will notify the successful Bidder by e-mail or telephone within 48 hours following the acceptance of the successful bid and simultaneously sign the Minute of Preference and Enactment on Your behalf, which You are deemed to have given the Auctioneer authority to do.

2.3.8                The Auctioneer has the right to refuse a bid without providing a reason for that.

2.3.9                In respect of Bids;

2.3.9.1                  The Auctioneer is not under any obligation to disclose the highest bid to the Bidders and reserves the right to refuse to disclose details of any bid placed at the Auction to the Bidders; and

2.3.9.2                  A bid which does not reach the reserve price at the time of the Auction may be held provisionally by the Auctioneer & submitted to the Seller to be accepted or rejected. The Bidder shall be held liable to their provisional bid price for five Business Days after the date of the Auction. If the Auctioneer does not notify the Bidder of the Seller’s response within the five Business Day period, the Bidder can withdraw their bid. If the provisional bid is accepted by the Seller and the Auctioneer notifies the Bidder within the five Business Days after the date of the Auction the sale shall proceed as if that bid was the successful bid at the Auction and Condition 2.3.7 and the other Conditions shall apply accordingly .

2.3.10             You must immediately, following receiving notification from the Auctioneer in accordance with Condition 2.3.7 hereof:

2.3.10.1                provide all information We reasonably need from You to enable Us to complete the Minute of Preference and Enactment (including proof of your identity if required by Us);

2.3.10.2                provide Us with such identity documentation as We may require (including documentation about your identity even if You are bidding on behalf of a third party);

and

2.3.10.3                pay the Administration Fee and the Deposit.

2.3.11             If You do not We may as agent for the Seller treat that failure as Your repudiation of the Contract and offer the Lot for sale again: the Seller may then have a claim against You for breach of contract. Providing always that, for the avoidance of doubt, if part but not all of the requirements of Condition 2.3.10 are complied with that will still be grounds for Us as agent for the Seller to repudiate the Contract. Further providing that where the Deposit and Administration Fee have been paid in accordance with Condition 2.3.10.3, but any of the remainder of Condition 2.3.10 has not been fully complied with, and the We or the Seller treats that as repudiation of the Contract, the Auctioneer may retain the Deposit and Administration Fee and pay all or any of that to the Seller.

2.3.12             The Buyer is obliged to buy the Lot on the terms of the Minute of Preference and Enactment, at the Purchase Price (plus VAT if applicable). Upon execution of the completed Minute of Preference and Enactment by or on behalf of the Buyer, the Seller and the Buyer become legally bound by the Contract and, without prejudice to the generality, become legally obliged to pay the Purchase Price in accordance with these General Conditions of Sale. For the avoidance of any doubt, the contract for the sale of the Lot will be between the Buyer and the Seller only.

2.3.13             The Auctioneer reserves the right to modify the date of entry specified in the Minute of Preference and Enactment.

2.3.14             If a Deposit is paid by telephone or proxy form there shall be no cooling off period allowed.

2.3.15             In the event of a dispute over bidding, the Auctioneer is entitled to resolve it and their decision shall be final.

2.3.16             The Deposit and the Administration Fee:

2.3.16.1                must be paid in full into the Auctioneer’s client account by no later than 24 hours after the Auctioneer notifies the successful Bidder in accordance with Condition 2.3.7;

2.3.16.2                must be paid in pounds Sterling by bank transfer, BACS payment or CHAPS payments, or, if the Auctioneer agrees, by credit card payment, all to be drawn on an Approved Financial Institution; and

2.3.16.3                may be declined by the Auctioneer unless drawn on the Buyer’s account or that of another person who the Auctioneer is satisfied would not expose the Auctioneer to a breach of any applicable anti-money laundering or anti-fraud regulations.

2.3.17

2.3.17.1                the Deposit once paid;

2.3.17.1.1                  is to be held by Us (or, at Our option, the Seller’s Solicitor); and
2.3.17.1.2                  is to be held as stakeholder where VAT would be chargeable on the Deposit were it to be held as agent for the Seller, but otherwise is to be held as stakeholder unless the Sale Conditions require it to be held as agent for the Seller.

2.3.17.2                The Administration Fee once paid becomes the property of the Auctioneer and is not refundable or repayable to the Buyer or to any party who paid it on behalf of the Buyer.

2.3.18             If a Buyer purchases more than one Lot, he will need to pay a separate Deposit and Administration Fee for each Lot.

2.3.19              We may retain the Minute of Preference and Enactment signed by or on behalf of the Seller until the Administration Fee and the Deposit have been received in cleared funds.

2.3.20             Where We hold the Deposit as stakeholder We are authorised to release it (and interest on it if applicable) to the Seller on Completion or, if Completion does not take place, to the person entitled to it under the Sale Conditions.

2.3.21             If the Buyer does not comply with its obligations under the Contract then:

2.3.21.1                You are personally liable to buy the Lot even if You are acting as an agent; and

2.3.21.2                You must indemnify the Seller in respect of any loss the Seller incurs as a result of the Buyer’s default.

2.3.22             Where the Buyer is a company You warrant that the Buyer is properly constituted and able to buy the Lot.

2.3.23             If the Buyer is a limited company then:

2.3.23.1                the Contract shall be deemed to be entered into at the request of the successful Bidder (the Guarantor);

2.3.23.2                the Guarantor warrants that the Buyer is a properly constituted limited company of good standing and is capable of purchasing any estate or interest in land in the United Kingdom and that the Guarantor has been duly authorised by the Buyer to bind the Buyer to purchase the lot; and

2.3.23.3                the Guarantor as agent for the Buyer guarantees to the Seller that:

2.3.23.3.1                  the Guarantor shall, within five Business Days of any request therefore, provide to the Seller’s solicitors such evidence as they may reasonably require to verify the warranties given by the Guarantor under Condition 2.3.23.2;
2.3.23.3.2                  the Buyer will observe and perform its obligations under the General Conditions, the Special Conditions (if any), the Minute of Enactment and Preference and the Articles of Roup to purchase the Lot and the Guarantor will pay and make good to and keep the Seller indemnified in respect of all losses, actions, costs, expenses and damages of the Seller arising by virtue of any breach by the Buyer of such obligations and the Guarantor’s liabilities to the Seller hereunder shall not be released by any neglect or forbearance on the part of the Seller in enforcing or giving time to the Buyer for the performance of the Buyer’s obligations in terms of the Contract;
2.3.23.3.3                  if any liquidator of the Buyer shall disclaim the Contract then the Seller may, within 28 calendar days from the date of such disclaimer, give the Guarantor fourteen calendar days’ written notice requiring the Guarantor to accept such disposition of the subjects contained in the Lot upon the same terms (mutatis mutandis) as the Contract (as if any such liquidator had not disclaimed the same) save that time shall be of the essence for the purpose of the date for completion which shall be on or before the expiry of such fourteen calendar days’ notice and the Guarantor shall (in addition to the payment of all sums due from the Buyer to the Seller under the Contract ) pay to the Seller any interest which should have been payable to the Seller by the Buyer but for such disclaimer.

3              Section 3 – Sale Conditions

These Sale Conditions set out in this Section 3 of the General Conditions of Sale (as We supplement or change them by any Extra General Conditions or Addendum) are compulsory but may be disapplied or changed in relation to one or more Lots by Special Conditions set out in the Articles of Roup for that Lot or each of these Lots, as the case may be.

3.1             The Lot

3.1.1                The Lot (including any rights to be granted or reserved, and any exclusions from it) is described in the Special Conditions, or if not so described is that referred to in the Minute of Preference and Enactment.

3.1.2                The Lot is sold subject to any Tenancies disclosed by the Special Conditions, but otherwise with vacant possession on Completion.

3.1.3                The Lot is sold subject to all matters contained or referred to in the Documents.

3.1.4                The Lot is also sold subject to such of the following as may affect it, whether they arise before or after the Contract Date and whether or not they are disclosed by the Seller or are apparent from inspection of the Lot or from the Documents:

3.1.4.1                  matters registered or capable of registration by any competent authority or under the provisions of any statute;

3.1.4.2                  notices, orders, demands, proposals and requirements of any competent authority;

3.1.4.3                  charges, notices, orders, restrictions, agreements and other matters relating to town and country planning, building regulations, highways or public health;

3.1.4.4                  rights, servitudes and wayleaves (including the rights and interests of statutory undertakers);

3.1.4.5                  outgoings and other liabilities;

3.1.4.6                  any Encumbrances;

3.1.4.7                  matters that ought to be disclosed by the searches and enquiries a prudent buyer would make, whether or not the Buyer has made them; and

3.1.4.8                  anything the Seller does not and could not reasonably know about.

3.1.5                Where anything subject to which the Lot is sold would expose the Seller to liability the Buyer is to comply with it and indemnify the Seller against that liability.

3.1.6                The Seller must notify the Buyer of any notices, orders, demands, proposals and requirements of any competent authority of which it learns after the Contract Date but the Buyer must comply with them and keep the Seller indemnified.

3.1.7                The Lot does not include any tenant’s or trade fixtures or fittings. The Special Conditions state whether any moveables are included in the Lot, but if they are:

3.1.7.1                  the Buyer takes them as they are at Completion and the Seller is not liable if they are not fit for use, and

3.1.7.2                  the Seller is to leave them at the Lot.

3.1.8                The Buyer buys with full knowledge of

3.1.8.1                  the Documents, whether or not the Buyer has read them; and

3.1.8.2                  the physical condition of the Lot and what could reasonably be discovered on inspection of it, whether or not the Buyer has inspected it.

3.1.9                The Buyer admits that it is not relying on the information contained in the Particulars or on any representations made by or on behalf of the Seller.

3.2             Deposit

3.2.1                If the Deposit is not paid in accordance with Condition 2.3.16, the Seller may treat the Contract as at an end and bring a claim against the Buyer for breach of contract.

3.2.2                Interest earned on the Deposit belongs to the Seller unless the Sale Conditions provide otherwise.

3.3             Between contract and Completion

3.3.1                From the Contract Date the Seller has no obligation to insure the Lot and the Buyer bears all risks of loss or damage unless:

3.3.1.1                  the Lot is sold subject to a Tenancy that requires the Seller to insure the Lot or

3.3.1.2                  the Special Conditions require the Seller to insure the Lot.

3.3.2                If the Seller is required to insure the Lot then the Seller:

3.3.2.1                  must produce to the Buyer on request all relevant insurance details;

3.3.2.2                  must use reasonable endeavours to maintain that or equivalent insurance and pay the premiums when due;

3.3.2.3                  gives no warranty as to the adequacy of the insurance;

3.3.2.4                  must at the request of the Buyer use reasonable endeavours to have the Buyer’s interest noted on the policy if it does not cover a contracting purchaser;

3.3.2.5                  must, unless otherwise agreed, cancel the insurance at Completion, apply for a refund of premium and (subject to the rights of any tenant or other third party) pay that refund to the Buyer; and

3.3.2.6                  (subject to the rights of any tenant or other third party) hold on trust for the Buyer any insurance payments that the Seller receives in respect of loss or damage arising after the Contract Date, or assign to the Buyer the benefit of any claim;

and the Buyer must on Completion reimburse to the Seller the cost of that insurance as from the Contract Date (to the extent not already paid by the Buyer or a tenant or other third party).

3.3.3                The risk of damage to or destruction of the Lot will pass to the Buyer on the Contract Date and no damage to or destruction of the Lot, nor any deterioration in its condition, however caused, entitles the Buyer to any reduction in the Purchase Price, or to delay Completion, or to refuse to complete.

3.3.4                Unless the Buyer is already lawfully in occupation of the Lot the Buyer has no right to enter into occupation prior to Completion.

3.4             Title

3.4.1                Unless Condition 3.4.2 applies, the Buyer accepts the title of the Seller to the Lot tantum et tale as it exists as at the Contract Date and may raise no observations in relation to any of the Documents. The Seller gives no warranty as to description, extent, boundaries, advertisements, accommodation, rentals, rateable value, leases, real burdens, servitudes, rights of way, wayleaves, building warrants, certificates of completion, planning or any orders, regulations or notices made or issued by an authority or any particulars, plans or information given by the Seller or its agents or any further matter or thing of any kind; the Buyer is deemed to have made all necessary enquiries and satisfied itself on all matters or otherwise it takes all risks.

3.4.2                The following provisions apply only to the extent that any of the following documents are not made available before the Auction:

3.4.2.1                  If the Lot is registered in the Land Register of Scotland and the Title Sheet has been created the Seller is to give to the Buyer within five Business Days of the Contract Date a note of the Title Number and (in so far as in the Seller’s possession) the Land Certificate or a ScotLIS copy of the Title Sheet.

3.4.2.2                  If the Lot is not registered in the Land Register of Scotland the Seller is to give to the Buyer within five Business Days of the Contract Date a prescriptive progress of titles for the land and all writs referred to for burdens and/or description, or certified copies of them.

3.4.2.3                  If title is in the course of registration, the Seller is to give to the Buyer:

3.4.2.3.1                     certified copies of the application for registration of title made to the Land Register of Scotland and of the Documents accompanying that application; and
3.4.2.3.2                     evidence that all applicable land and buildings transaction tax relating to that application has been paid.

3.4.2.4                  The Buyer will be deemed to be satisfied as to the content of such title information and the provisions set out in Condition 3.4.1 will apply.

3.4.3                Unless otherwise stated in the Special Conditions the Seller grants fact and deed warrandice. Any current leases, servitudes, rights of possession and other rights howsoever constituted shall be excluded from the warrandice to be granted in the Disposition.

3.4.4                In the case of land which is held under the terms of a lease, the Seller does not have to produce nor may the Buyer object to or make a requisition in relation to, any superior title even if it is referred to in the Documents.

3.4.5                The minerals are included in the sale only to the extent to which the Seller has any right to them.

3.4.6                The following provisions will apply in relation to Advance Notices:

3.4.6.1                  The Seller will apply to the Keeper of the Land Register of Scotland for an Advance Notice for the Disposition, in the form adjusted with the Buyer to be entered on the application record for the Lot no earlier than 5 Business Days prior to the Agreed Completion Date. The cost of the Advance Notice for the Disposition will be met by the Buyer and paid to the Seller’s Solicitor on or prior to the Agreed Completion Date.

3.4.6.2                  The Seller consents to the Buyer applying to the Keeper for Advance Notices for any deeds which the Buyer intends to grant in relation to the Lot. The cost of any Advance Notices which the Buyer applies for will be met by the Buyer.

3.4.6.3                  In the event that (a) the Contract is repudiated in the circumstances set out in Condition 2.3.11 or (b) the Seller rescinds or terminates the Contract in the circumstances set out in Conditions 2.1.1.6, 3.7.1.1, 3.9.6 or 3.28.5, the Buyer consents to the discharge of the Advance Notice for the Disposition and the Buyer confirms that it will immediately discharge at its own cost any Advance Notice submitted by it if requested to do so by the Seller.

3.4.6.4                  If Completion is likely to occur after the Agreed Completion Date, the Seller, if requested to do so by the Buyer, will apply for a further Advance Notice for the Disposition, in the form adjusted with the Buyer, and the cost of any additional Advance Notices will be met by the Buyer and paid to the Seller’s Solicitor on or prior to Completion.

3.4.7                Where any Lot is being sold by the Seller as heritable creditor in possession no discharges of any Financial Charges (whether a standard security in favour of the Seller or of any pari passu or postponed standard securities) will be exhibited or delivered. No discharges of any inhibitions registered against the granter of the said standard security in favour of the Seller as heritable creditor and dated after the date of registration of the said standard security shall be exhibited or delivered.

3.4.8                Where the Seller is not selling any Lot as heritable creditor in possession, but is selling as heritable proprietor, the Seller will be responsible for the discharge of any Financial Charges granted by the Seller affecting the Lot prior to the Agreed Completion Date and will either:

3.4.8.1                  deliver the executed discharge as soon as it is available after the Agreed Completion Date together with relative Land Registration Application Form; or

3.4.8.2                  exhibit as soon as it is available after the Agreed Completion Date a copy of the Title Sheet of the Lot showing that any Financial Charge granted by the Seller prior to the Agreed Completion Date has been discharged.

3.5             Disposition

3.5.1                Unless a form of Disposition is prescribed by the Special Conditions, the Seller shall deliver to the Buyer at Completion a duly executed Disposition of the Lot in favour of the Buyer which shall provide that the Lot is disponed under the reservations, burdens, conditions and others referred to in the Documents or otherwise affecting the Lot, and subject to any occupancy, tenancy or leasehold rights referred to in the Documents or otherwise affecting or being exercised in respect of the Lot.

3.5.2                The Seller cannot be required to transfer the Lot to anyone other than the Buyer, or by more than one Disposition.

3.5.3                The Disposition will be delivered to the Buyer on the Agreed Completion Date, Duly executed by the Seller, in exchange for the sum specified at Condition 3.6.2.

3.6             Completion

3.6.1                Completion is to take place at the offices of the Seller’s Solicitor, or at such other location or in such other manner as the Seller may reasonably require, or by post, on the Agreed Completion Date. The Seller can only be required to complete on a Business Day and between the hours of 0930 and 1700.

3.6.2                The amount payable on Completion is the balance of the Purchase Price adjusted to take account of apportionments plus (if applicable) VAT and interest, but no other amounts unless specified in the Special Conditions.

3.6.3                Payment is to be made in pounds sterling and only by:

3.6.3.1                  direct transfer to the Seller’s Solicitor’s client account from (a) the client account of the Buyer’s Solicitor or (b) the client account of the solicitor acting for the Buyer’s mortgagee or (c) if it is a bank which is a direct participant in the CHAPS system operated by the Bank of England and the funds in question are loan funds from that bank for the purpose of acquiring the Lot, the Buyer’s mortgagee and

3.6.3.2                  the release of any Deposit held by a stakeholder

or in such other manner as the Seller’s Solicitor may agree.

3.6.4                Unless the Seller and the Buyer otherwise agree, Completion cannot take place until both have complied with the obligations under the Contract that they are obliged to comply with prior to Completion, and the amount payable on Completion is unconditionally received in the Seller’s Solicitor’s client account or as otherwise required by the terms of the Contract.

3.6.5                If Completion takes place after 1400 hours for a reason other than the Seller’s default, it is to be treated, for the purposes of apportionment and calculating interest, as if it had taken place on the next Business Day.

3.6.6                Subject to the Special Conditions, where applicable the Contract remains in force following Completion but only for a period of 2 years except in so far as founded on in any court proceedings which may have commenced within such 2 year period.

3.7             Failure to complete

3.7.1                If Completion does not take place within ten Business Days after the Agreed Completion Date for any reason other than the Seller’s default, the Seller may, without affecting any other remedy the Seller has:

3.7.1.1                  deem the Buyer to be in material breach of the Contract and consequently the Seller may then rescind the Contract ,without any liability being incurred by the Seller, by giving written notice to that effect to the Buyer;

3.7.1.2                  claim the Deposit, and any interest accrued on it, if held by a stakeholder;

3.7.1.3                  treat the Deposit ,and any interest accrued on it, as forfeited to the Seller;

3.7.1.4                  resell the Lot; and

3.7.1.5                  claim damages from the Buyer, which may include:

3.7.1.5.1                     all costs and expenses incurred in relation to the re-marketing of the Lot and the re-sale of it;
3.7.1.5.2                     any shortfall between the sale price received by the Seller on any such re-sale and the Purchase Price, together with interest thereon ( at the Interest Rate) for the period from the Agreed Completion Date until the date on which that shortfall is paid;
3.7.1.5.3                     financial losses including increased funding costs which the Seller would not have incurred had the Purchase Price been paid on the Agreed Completion Date and interest (at the Interest Rate) which the Seller could have earned on the Price had it been paid on the Agreed Completion Date.

3.8             If the Contract is brought to an end

If the Contract is lawfully brought to an end:

3.8.1                the Buyer must return all papers to the Seller; and

3.8.2                the Seller must return the Deposit and any interest on it to the Buyer (and the Buyer may claim it from the stakeholder, if applicable) unless the Seller is entitled to forfeit the Deposit under Condition 3.7.1.3 hereof.

3.9             Landlord’s consent

3.9.1                Where the Lot is or includes land held under the term of a lease and consent to assign or sublet is required this Condition 3.9 applies.

3.9.2                The Contract is conditional on that consent being obtained, by way of formal consent if that is what the landlord lawfully requires.

3.9.3                The Agreed Completion Date is not to be earlier than the date five Business Days after the Seller has given notice to the Buyer that consent has been obtained (“consent notice”).

3.9.4                The Seller must use all reasonable endeavours to obtain the consent at the Seller’s expense.

3.9.5                The Buyer must promptly:

3.9.5.1                  provide references and other relevant information; and

3.9.5.2                  comply with the landlord’s lawful requirements.

3.9.6                Subject to any Special Conditions, if within three months of the Contract Date (or such longer period as the Seller and Buyer agree) the Seller has not given consent notice to the Buyer, the Seller or the Buyer (if not then in breach of any obligation under this Condition 3.9) may terminate the Contract by notice to the other at any time before the Seller has given consent notice. That termination is without prejudice to the claims of either Seller or Buyer for breach of this Condition 3.9.

3.10           Interest and apportionments

3.10.1             If the Actual Completion Date is after the Agreed Completion Date for any reason other than the Seller’s default the Buyer must pay interest at the Interest Rate ( unless an amended Interest Rate is specified in the Special Conditions) on the money due from the Buyer at Completion for the period starting on the Agreed Completion Date and ending on the Actual Completion Date;

3.10.2             Subject to Condition 3.11 the Seller is not obliged to apportion or account for any sum at Completion unless the Seller has received that sum in cleared funds. The Seller must promptly pay to the Buyer after Completion any sum to which the Buyer is entitled that the Seller subsequently receives in cleared funds.

3.10.3             Income and outgoings are to be apportioned at the Actual Completion Date unless:

3.10.3.1                the Buyer is liable to pay interest; and

3.10.3.2                the Seller has given notice to the Buyer at any time up to Completion requiring apportionment on the date from which interest becomes payable by the Buyer;

in which event income and outgoings are to be apportioned on the date from which interest becomes payable by the Buyer.

3.10.4             Apportionments are to be calculated on the basis that:

3.10.4.1                the Seller receives income and is liable for outgoings for the whole of the day on which apportionment is to be made;

3.10.4.2                annual income and expenditure accrues at an equal daily rate assuming 365 days in a year (or 366 in a leap year), and income and expenditure relating to some other period accrues at an equal daily rate during the period to which it relates; and

3.10.4.3                where the amount to be apportioned is not known at Completion apportionment is to be made by reference to a reasonable estimate and further payment is to be made by Seller or Buyer as appropriate within five Business Days of the date when the amount is known.

3.10.5             If a payment due from the Buyer to the Seller on or after Completion is not paid by the due date, the Buyer is to pay interest to the Seller at the Interest Rate on that payment from the due date up to and including the date of payment.

3.11           Arrears

Part 1 – Current rent

3.11.1             “Current rent” means, in respect of each of the Tenancies subject to which the Lot is sold, the instalment of rent and other sums payable by the tenant on the most recent rent payment date on or within four months preceding Completion.

3.11.2             If on Completion there are any Arrears of current rent the Buyer must pay them, whether or not details of those Arrears are given in the Special Conditions.

3.11.3             Parts 2 and 3 of this Condition 3.11 do not apply to Arrears of current rent.

Part 2 – Buyer to pay for Arrears

3.11.4             Part 2 of this Condition 3.11 applies where the Special Conditions give details of Arrears.

3.11.5             The Buyer is on Completion to pay, in addition to any other money then due, an amount equal to all Arrears of which details are set out in the Special Conditions.

Part 3 – Buyer not to pay for arrears

3.11.6             Part 3 of this Condition 3.11 applies where the Special Conditions

3.11.6.1                so state; or

3.11.6.2                give no details of any Arrears.

3.11.7             While any Arrears due to the Seller remain unpaid the Buyer must:

3.11.7.1                try to collect them in the ordinary course of management but need not take legal proceedings or forfeit the Tenancy;

3.11.7.2                pay them to the Seller within five Business Days of receipt in cleared funds (plus interest at the Interest Rate calculated on a daily basis for each subsequent day’s delay in payment);

3.11.7.3                not without the consent of the Seller release any tenant or guarantor from liability to pay Arrears or accept a surrender of or irritate any Tenancy under which Arrears are due; and

3.11.7.4                if the Buyer disposes of the Lot prior to recovery of all Arrears obtain from the Buyer’s successor in title an undertaking in favour of the Seller in similar form to Part 3 of this Condition 3.11.

3.11.8             Where the Seller has the right to recover Arrears it must not without the Buyer’s written consent bring insolvency proceedings against a tenant or seek the removal of goods from the Lot.

3.12           Management

3.12.1             This Condition 3.12 applies where the Lot is sold subject to Tenancies.

3.12.2             The Seller is to manage the Lot in accordance with its standard management policies pending Completion.

3.12.3             The Seller must consult the Buyer on all management issues that would affect the Buyer after Completion (such as, but not limited to, an application for consent; a rent review; a variation, renunciation, agreement to renounce or proposed irritancy of a Tenancy; or a new tenancy or agreement to grant a new tenancy) and:

3.12.3.1                the Seller must comply with the Buyer’s reasonable requirements unless to do so would (but for the indemnity in paragraph (c)) expose the Seller to a liability that the Seller would not otherwise have, in which case the Seller may act reasonably in such a way as to avoid that liability;

3.12.3.2                if the Seller gives the Buyer notice of the Seller’s intended act and the Buyer does not object within five Business Days giving reasons for the objection the Seller may act as the Seller intends; and

3.12.3.3                the Buyer is to indemnify the Seller against all loss or liability the Seller incurs through acting as the Buyer requires, or by reason of delay caused by the Buyer.

3.13           Rent deposits

3.13.1             Where any Tenancy is a residential tenancy, the Seller and the Buyer are to comply with their respective statutory duties in relation to the protection of tenants’ deposits, and to demonstrate in writing to the other (before Completion, so far as practicable) that they have complied.

3.13.2             The remainder of this Condition 3.13 applies where the Seller is holding or otherwise entitled to money by way of rent deposit in respect of a Tenancy. In this Condition 3.13 “rent deposit deed” means the deed or other document under which the rent deposit is held.

3.13.3             If the rent deposit is not assignable the Seller must on Completion hold the rent deposit on trust for the Buyer and, subject to the terms of the rent deposit deed, comply at the cost of the Buyer with the Buyer’s lawful instructions.

3.13.4             Otherwise the Seller must on Completion pay and assign its interest in the rent deposit to the Buyer under an assignation in which the Buyer undertakes to the Seller to:

3.13.4.1                observe and perform the Seller’s obligations and conditions in the rent deposit deed and indemnify the Seller in respect of any breach; and

3.13.4.2                give notice of assignation to the tenant.

3.14           VAT

3.14.1             Where a Condition in the General Conditions of Sale requires money to be paid or other consideration to be given, the payer must also pay any VAT that is chargeable on that money or consideration, but only if given a valid VAT invoice.

3.14.2             Where the Special Conditions state that no VAT Option has been made the Seller confirms that none has been made by it or by any company in the same VAT group nor will be prior to Completion.

3.15           Transfer as a going concern

3.15.1             Where the Special Conditions so state:

3.15.1.1                the Seller and the Buyer intend, and will take all practicable steps (short of an appeal) to procure, that the sale is treated as a transfer of a going concern; and

3.15.1.2                this Condition 3.15 applies.

3.15.2             The Seller confirms that the Seller:

3.15.2.1                is registered for VAT, either in the Seller’s name or as a member of the same VAT group; and

3.15.2.2                has (unless the sale is a standard-rated supply) made in relation to the Lot a VAT Option that remains valid and will not be revoked before Completion.

3.15.3             The Buyer confirms that:

3.15.3.1                it is registered for VAT, either in the Buyer’s name or as a member of a VAT group;

3.15.3.2                it has made, or will make before Completion, a VAT Option in relation to the Lot and will not revoke it before or within three months after Completion;

3.15.3.3                article 5(2B) of the Value Added Tax (Special Provisions) Order 1995 does not apply to it; and

3.15.3.4                it is not buying the Lot as a nominee for another person.

3.15.4             The Buyer is to give to the Seller as early as possible before the Agreed Completion Date evidence:

3.15.4.1                of the Buyer’s VAT registration;

3.15.4.2                that the Buyer has made a VAT Option; and

3.15.4.3                that the VAT Option has been notified in writing to HM Revenue and Customs;

and if it does not produce the relevant evidence at least two Business Days before the Agreed Completion Date, Condition 3.14.1 applies at Completion.

3.15.5             The Buyer confirms that after Completion the Buyer intends to:

3.15.5.1                retain and manage the Lot for the Buyer’s own benefit as a continuing business as a going concern subject to and with the benefit of the Tenancies; and

3.15.5.2                collect the rents payable under the Tenancies and charge VAT on them.

3.15.6             If, after Completion, it is found that the sale of the Lot is not a transfer of a going concern then:

3.15.6.1                the Seller’s Solicitor is to notify the Buyer’s Solicitor of that finding and provide a VAT invoice in respect of the sale of the Lot;

3.15.6.2                the Buyer must within five Business Days of receipt of the VAT invoice pay to the Seller the VAT due; and

3.15.6.3                if VAT is payable because the Buyer has not complied with this Condition 3.15, the Buyer must pay and indemnify the Seller against all costs, interest, penalties or surcharges that the Seller incurs as a result.

3.16           Capital allowances

3.16.1             This Condition 3.16 applies where the Special Conditions state that there are capital allowances available in respect of the Lot.

3.16.2             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.

3.16.3             The value to be attributed to those items on which capital allowances may be claimed is set out in the Special Conditions.

3.16.4             The Seller and Buyer agree:

3.16.4.1                to make an election on Completion under Section 198 of the Capital Allowances Act 2001 to give effect to this Condition 3.16; and

3.16.4.2                to submit the value specified in the Special Conditions to HM Revenue and Customs for the purposes of their respective capital allowance computations.

3.17           Maintenance Agreements

3.17.1             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.

3.17.2             The Buyer must assume, and indemnify the Seller in respect of, all liability under such agreements from the Actual Completion Date.

3.18           Sale by Practitioner

3.18.1             This Condition 3.18 applies where the sale is by a Practitioner either as Seller or as agent of the Seller.

3.18.2             The Practitioner has been duly appointed and is empowered to sell the Lot.

3.18.3             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.

3.18.4             The Lot is sold:

3.18.4.1                in its condition at Completion;

3.18.4.2                for such title as the Seller may have; and

3.18.4.3                with fact and deed warrandice,

and the Buyer has no right to terminate the Contract or any other remedy if information provided about the Lot is inaccurate, incomplete or missing.

3.18.5             Where relevant:

3.18.5.1                the Documents must include certified copies of those under which the Practitioner is appointed, the document or appointment and the Practitioner’s acceptance of appointment; and

3.18.5.2                the Seller may require the Transfer to be by the heritable creditor in possession.

3.18.6             The Buyer understands this Condition 3.18 and agrees that it is fair in the circumstances of a sale by a Practitioner.

3.19           TUPE

3.19.1             If the Special Conditions state “there are no employees to which TUPE applies”, this is a warranty by the Seller to this effect.

3.19.2             If the Special Conditions do not state “there are no employees to which TUPE applies” the following paragraphs apply:

3.19.2.1                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.

3.19.2.2                the Buyer confirms that it will comply with its obligations under TUPE and any Special Conditions in respect of the Transferring Employees.

3.19.2.3                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; and

3.19.2.4                the Buyer is to keep the Seller indemnified against all liability for the Transferring Employees after Completion.

3.20           Environmental

3.20.1             This Condition 3.20 only applies where the Special Conditions so provide.

3.20.2             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 admits that the Purchase Price takes into account the environmental condition of the Lot.

3.20.3             The Buyer agrees to indemnify the Seller in respect of all liability for or resulting from the environmental condition of the Lot.

3.21           Service charge

3.21.1             This Condition 3.21 applies where the Lot is sold subject to Tenancies that include service charge provisions.

3.21.2             No apportionment is to be made at Completion in respect of service charges.

3.21.3             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:

3.21.3.1                service charge expenditure attributable to each Tenancy;

3.21.3.2                payments on account of service charge received from each tenant;

3.21.3.3                any amounts due from a tenant that have not been received;

3.21.3.4                any service charge expenditure that is not attributable to any Tenancy and is for that reason irrecoverable.

3.21.4             In respect of each Tenancy, if the service charge account shows:

3.21.4.1                that payments that the tenant has made on account exceed attributable service charge expenditure, the Seller must pay to the Buyer an amount equal to that excess when it provides the service charge account; or

3.21.4.2                that attributable service charge expenditure exceeds payments made on account, the Buyer must use all reasonable endeavours to recover the shortfall from the tenant as soon as practicable and promptly pay the amount so recovered to the Seller;

but in respect of payments on account that are still due from a tenant Condition 3.11 (Arrears) applies.

3.21.5             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.

3.21.6             If the Seller holds any reserve or sinking fund on account of future service charge expenditure or a depreciation fund:

3.21.6.1                the Seller must pay it (including any interest earned on it) to the Buyer on Completion; and

3.21.6.2                the Buyer must undertake to the Seller to hold it in accordance with the terms of the Tenancies and to indemnify the Seller if it does not do so.

3.22           Rent reviews

3.22.1             This Condition 3.22 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.

3.22.2             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.

3.22.3             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.

3.22.4             The Seller must promptly:

3.22.4.1                give to the Buyer full details of all rent review negotiations and proceedings, including copies of all correspondence and other papers; and

3.22.4.2                use all reasonable endeavours to substitute the Buyer for the Seller in any rent review proceedings.

3.22.5             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.

3.22.6             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.

3.22.7             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.

3.22.8             The Seller and the Buyer are to bear their own costs in relation to rent review negotiations and proceedings.

3.23           Back Letters

The Buyer must re-grant the back letters (if any) listed in the Special Conditions and deliver these to the Seller at Completion, Duly executed.

3.24           Warranties

3.24.1             Available warranties are listed in the Special Conditions.

3.24.2             Where a warranty is assignable the Seller must:

3.24.2.1                on Completion assign it to the Buyer and give notice of assignation to the person who gave the warranty; and

3.24.2.2                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.

3.24.3             If a warranty is not assignable the Seller must after Completion:

3.24.3.1                hold the warranty on trust for the Buyer; and

3.24.3.2                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.

3.25           No Assignation

The Buyer must not assign, charge or otherwise transfer or part with the whole or any part of the Buyer’s interest under this Contract.

3.26           Notices and other communications

3.26.1             All communications, including notices, must be in writing. Communication to or by the Seller or the Buyer may be given to or by their solicitors.

3.26.2             A communication may be relied on if:

3.26.2.1                delivered by hand; or

3.26.2.2                made electronically and personally acknowledged (automatic acknowledgement does not count); or

3.26.2.3                there is proof that it was sent to the address of the person to whom it is to be given (as specified in the Articles of Roup or the Minute of Preference and Enactment, as the case may be by a postal service that offers normally to deliver mail the next following Business Day.

3.26.3             A communication is to be treated as received:

3.26.3.1                when delivered, if delivered by hand; or

3.26.3.2                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.

3.26.4             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.

3.27           Contract (Third Party Rights) (Scotland) Act 2017

No one is intended to have any benefit under the Contract pursuant to the Contract (Third Party Rights (Scotland) Act 2017.

3.28           Money laundering regulations

3.28.1             If the Seller or the Seller’s Solicitor receives monies payable under the Contract from an offshore institution that is not regulated as per the European Community Directive on the Prevention of the use of the Financial System for the Purposes of Money Laundering (19/308/EC), the recipient is not obliged to accept the payment, such a payment may be treated as payment not made in accordance with the terms of the Contract.

If the Seller or the Seller’s Solicitor receives monies payable under the Contract from a person or entity, or entity controlled by a person, designated a prohibited person under the OFAC, UN, EU or HMT