majestix
2012-10-05 22:28:43
- #1
Hello everyone,
My wife and I want to buy a building plot in a new development area. The new development area consists of a total of 4 sections. 2 construction sections have already been developed, and the third section is currently underway. In this section, we have now chosen a plot and received a draft purchase contract from the seller.
The plot is being sold by a GmbH, which apparently took over the development for the area and concluded a development contract with the municipality.
I have hopefully changed all the persons and companies in the purchase contract and would ask you to take a look at it.
Is there anything here that is disadvantageous for us and is usually regulated differently?
Are there advantages?
Can we sign the contract as it is?
What should we pay attention to at the notary appointment?
Is it secured by the purchase contract that the later final development of the street has already been paid, and what happens if the seller goes bankrupt?
Here is the contract:
Si. - single-sided written -
URNr. /2012
Negotiated in Musterstadt on
Before me,
First name Last name, Notary in Musterstadt
appeared for the notarization of a purchase contract between
1. the selling company GmbH with registered office in Musterstadt, business address:
11111 Musterstadt, Musterstraße 1, registered under
Register No. HRB XXXX at the District Court Bonn,
- hereinafter called "the seller" -,
2. the married couple Mr. Max Musterfrau, born on February 2,
1982, and Mrs. Anja Musterfrau, née Fraumuster, born on October 1, 1981, both residing at 11111 Musterstadt, Musterstraße 6,
- hereinafter called "the buyer," even though there are several persons -,
for 1.: Mr. Jörg Verkäufername, born on 01.03.1971, residing at Musterstraße 10, 11111 Musterstadt, acting here not in his own name but as sole authorized managing director for party 1, exempted from the restrictions of § 181 of the German Civil Code,
for 2.: the parties in person.
The person appearing for 1. is known to the notary personally. Those appearing for 2. identified themselves by presenting
The parties confirm in advance that they received the draft deed observing the 14-day period according to § 17 paragraph 2 a, number 2, Notarization Act.
The parties appearing, acting as stated, declared:
Preliminary remarks
1. Land Registry status
a) According to the land register of Dorf - District Court Bonn - sheet XXX, property district Dorf, plot 001 No. XXX, building and open space, An der Bendenstraße, size: 10,110 sqm, or parts of plots from the aforementioned property hereinafter called "property," the seller is registered as owner according to own information.
b) The property will, after change of ownership in section II, be encumbered with two priority notices of conveyance on parts of the property for the municipality Gemeinde XY. Furthermore, the property may still be encumbered in section III with a financing land charge of the seller.
c) The notary has caused the land register content to be determined.
2. The seller concluded a development contract with the municipality Gemeinde XY on 30.01.2004, which was supplemented by a declaration of 30.11.2004. The seller has contractually committed to the municipality Gemeinde XY to develop the contract object.
This obligation is secured by providing guarantees from major German banks, savings banks, or cooperative banks to the municipality Gemeinde XY. The notary has a confirmation from the municipality Gemeinde XY dated 30.08.2005 stating that the conditions for effectiveness agreed in § 16 of the development contract dated 30.01.2004 have been fulfilled and that the contract is effective as of 30.08.2005.
The buyer is aware that the obligation for development only exists towards the municipality Gemeinde XY and - without prejudice to the seller’s duty to perform - is not subject of this contract. The property being sold below is located in the fourth construction section of the development area.
3. The development area is subject to the zoning plan BP XX 12 "Bendenstraße" of the municipality Gemeinde XY Dorf, which according to the seller’s statements is legally effective. In view of this, the parties conclude the following
Purchase contract:
I.
Contract object
1. The seller sells to the accepting buyer - several in equal shares - from the above-mentioned property a yet to be surveyed partial area of approximately 538 sqm with all essential components and accessories. The property is undeveloped. The partition is marked on the site plan attached as an annex to this deed and referred to, with the letters A-B-C-D-E-F-G-A. There is agreement between the parties regarding the location and boundaries of the partition on site. The local surveying is not yet done; the cadaster is not yet updated.
2. All encumbrances registered in the land register shall be deleted.
II.
Purchase price
1. The preliminary purchase price amounts to €96,000.00 (in words: ninety-six thousand euros) for the above assumed area size. The final purchase price depends on the result of the official cadastral survey, provided the surveying result differs by more than 2 square meters from the above assumed area. In this case, the parties are obligated to settle the difference amount for the total change on the basis of EUR ,-- per square meter directly between each other. The settlement amount shall be paid without interest within one month after the result of the cadastral survey is determined, but not before the due date of the purchase price.
2. The purchase price shall be due without interest and payable fourteen days after the notary has confirmed in writing to the parties that
a) the approvals and declarations necessary for the legal effectiveness of this deed exist in a form suitable for the land register,
b) the competent municipality has certified that no preemption rights under the Building Code exist or are exercised,
c) the waiver declaration of the lower landscape authority on the preemption right according to § 36 a LG NRW is present,
d) after change of ownership to the seller, the registration of a priority notice of conveyance for the buyer with ranking after the aforementioned priority notices for the municipality Gemeinde XY and the aforementioned land charge in section III is entered; intermediate rights registered with the buyer’s consent do not hinder the maturity. Priority notices securing other buyers’ ownership claims on other partial areas and financing land charges of other buyers are allowed to precede if the creditors have confirmed in writing the release of the property sold in this deed after surveying and inclusion in the land cadaster,
e) the deletion authorization of the municipality Gemeinde XY regarding the priority notice in relation to the property sold in this deed is available or the municipality Gemeinde XY irrevocably commits to issue the deletion authorization regarding the purchase property free of conditions after surveying,
f) the lien release declaration of the creditor of the land charge not assumed by the buyer is available to the notary such that the preliminary purchase price is sufficient for encumbrance-free release.
The notary is commissioned to notify the parties upon his knowledge about the fulfillment of conditions a) to f). Further conditions for maturity monitored by the parties themselves are:
- the construction road is made so that access to the property for building purposes is possible,
- the municipality Gemeinde XY has confirmed in writing that the contract performance guarantee to be provided in connection with the development contract for the IV. construction section is present,
- according to building law regulations, the planned construction can be started.
3. The buyer is hereby irrevocably instructed upon maturity of the purchase price to redeem the claims of the aforementioned land charge creditor according to the still to be issued trust orders and to pay any remaining balance of the purchase price to the seller.
Payment of the balance of the purchase price as well as the reimbursement amounts agreed in this deed to the seller shall be made with fulfillment effect to an account to be specified by the seller to the buyer. Timeliness depends on the receipt of the purchase price in the recipient's account.
4. If the buyer fails to pay the purchase price in whole or in part when due, he shall be in default without reminder. The overdue amount shall bear interest at the statutory default interest rate. Assertion of further damages is not excluded.
5. The buyer submits to immediate compulsory enforcement of this deed by the seller due to his obligation to pay the purchase price; an enforceable copy can be issued by the notary after sending the maturity notification without special proof. This does not affect the burden of proof in enforcement objection proceedings. Several buyers are jointly and severally liable.
III.
Other agreements
1. The buyer’s rights due to material defects of the property are excluded. This also applies to claims for damages unless the seller acts intentionally. The buyer has inspected the purchase object; he buys it in its current used condition. Invisible material defects or indications of contamination are, according to the seller’s statement, unknown. Claims for damages due to injury to life, body, or health for which the seller is responsible, as well as claims for compensation based on intentional or grossly negligent breach of duty by the seller, remain unaffected. The breach of duty of the seller’s legal representatives or vicarious agents is considered equivalent. No guarantees are given. The parties agree that the buildability of the property constitutes its condition within the meaning of § 434 paragraph 1 sentence 1 German Civil Code, without the seller providing any guarantee. Residential development must be permitted on the property within the framework of the zoning plan provisions (item 3 of the preliminary remarks).
Should buildability not be given to the agreed extent, the buyer may rescind the contract without further deadline but may neither demand a reduction of the purchase price nor damages. The notary pointed out the statute of limitations according to §§ 438, 218 German Civil Code.
2. Easements and neighborly restrictions not entered in the land register that require the consent of the affected owner for their creation, as well as building obligations, shall be assumed by the buyer; these are not known to the seller according to his declaration. The parties were informed about the possibility of inspecting the building obligations register themselves. The seller undertakes to convey the sold property free of non-assumed, land register-registered encumbrances and restrictions and free of non-assumed interest, taxes, fees, and other public charges. As long and to the extent this is not the case, the buyer may withhold payments on the purchase price unless he is obliged to pay in advance.
3. Possession and benefits, risk and burdens including all obligations from insurance policies related to the property and general traffic safety duties shall pass to the buyer from the day the purchase price has been fully received by the seller.
4. No rental or lease agreements exist.
5. Development contributions pursuant to the Building Code and charges under the Municipal Charges Act for the initial development, which are foreseen according to the planning of the municipality Gemeinde XY applicable at the time of contract conclusion, shall be borne by the seller. House connection costs shall be borne by the buyer.
The buyer is aware that the following are not included in the purchase price of the property:
- connection fees for water, electricity, gas, as well as telephone and TV communication,
- house connection costs of the utility providers, i.e., the production costs of the supply lines from the main line to the property boundary as well as laying lines into the house,
- actual production costs of drainage lines from the house to the connection to the public sewer.
Should further contributions under the Municipal Charges Act or the Building Code be required for future expansions or changes of development facilities, the buyer shall bear these.
The notary pointed out that, regardless of this agreement, the one who is owner of the property at the time of delivery of the contribution notice is liable to pay to the municipality under the Building Code and that the contribution debt rests as a public charge on the property.
The seller and the buyer agree that the selling company GmbH will lay the sewer connection for storm and wastewater from the main line in the street to the property boundary in the course of carrying out the development. This service is included in the purchase price. Until flawless completion of the sewer house connection, the buyer has a right of retention on the purchase price in the amount of €1,500 (in words: one thousand five hundred euros).
For clarification, the parties emphasize that carrying out the sewer house connections from the property boundary to the respective building project to be constructed is the buyer’s responsibility and cost.
6. Without prejudice to the statutory, joint and several liability of all parties for the taxes affecting the property, the real estate transfer tax, and notary and court costs, it is agreed:
a) The seller bears the costs of deleting non-assumed encumbrances including the costs of deletion authorizations and costs incurred in connection with monitoring trust conditions of creditors to be redeemed.
b) The costs of approval of a represented party shall be borne by the represented.
c) Costs connected to the surveying of the property, including marking as well as updating the land cadaster and land register, shall be borne by the seller.
d) All other notary and court costs related to this deed and its execution, costs and fees of required private and official permits and declarations as well as real estate transfer tax shall be borne by the buyer.
IV.
Approvals, preemption rights
1. The notary has pointed out to the parties the need for any required approvals and any existing statutory preemption rights. Since the property is undeveloped according to the parties, the property division requires no approval.
2. All required approvals are reserved. The notary shall obtain these approvals or negative certificates. He shall also notify the municipality and the lower landscape authority of the contract including personal data to give statements about exercising any existing statutory preemption rights and receive waiver declarations.
3. If a preemption right is exercised or an official approval is refused or granted only with conditions, the decision shall be served to the parties themselves. A copy shall be requested for the notary. All permits and declarations shall become effective upon receipt by the notary.
4. If an official preemption right is exercised or an official approval refused or granted only with conditions, the burdened parties have a right to rescind within four weeks after receipt of the first administrative decision.
V. Notes
1. Ownership passes to the buyer only upon registration in the land register. Registration can only occur when all required approvals, the declarations of the competent municipality regarding the preemption right, and the tax office’s clearance certificate are present.
2. The parties are aware that disposal of real property and disposal of business assets may be subject to taxation. The notary has not provided any tax advice and assumes no liability in this respect. He pointed out that it may be advisable to seek advice from a tax consultant before a disposal.
3. All contract agreements must be notarized. Side agreements outside this deed may lead to invalidity of the entire legal transaction.
4. The seller concludes this contract as part of his commercial or independent professional activity; the buyer does not.
The parties declared upon inquiry and after reference to § 311 b paragraph 1 German Civil Code that they do not intend to conclude a contract for work regarding the development of the property among themselves and that the purchase contract concluded here is not dependent on entering such a work contract with the seller or others.
VI. Rescission rights
1. Both seller and buyer reserve a unilateral right of rescission from this purchase contract if the conditions for the purchase price maturity according to section II, item 2 have not occurred by [date missing], and the development facilities for the IV. construction section have not been started by [date missing]. The rescission must be declared in writing to the other contracting party.
2. The costs of this deed and of the rescission of the purchase contract shall be borne by the party declaring rescission. Claims for damages due to reasons entitling rescission are excluded. The notary pointed out the joint and several liability for costs.
3. Neither value-enhancing nor necessary expenditures shall be reimbursed to the buyer. Benefits are not to be reimbursed until exercise of the rescission right. Payments made are not subject to interest.
4. In case of rescission, the buyer must immediately, simultaneously with repayment of the purchase price, eliminate land charges and other rights ordered and entered in his favor.
VII.
Land register declarations
The parties consent to the entry of a priority notice of conveyance in favor of the buyer - in the above-mentioned participation ratio - and encumbering the property acquired from the seller (see item 1 of the Preliminary Remarks). The buyer consents to the deletion of this priority notice after change of ownership on condition that no intermediate encumbrances have been made and no intermediate applications exist that the buyer did not participate in.
The parties commission and authorize, exempt from § 181 German Civil Code restrictions,
- Mrs. Christina Meier,
- Mr. Guido Müller,
- Mr. Markus Schmitz,
all working at 11111 Musterstadt, Musterstraße 1, each individually, after surveying and presence of cadastral designation, to declare and receive the conveyance of the purchase object, to repeat the entry consent regarding the priority notice of conveyance, and to make and receive all other declarations required for execution of the purchase contract, especially for effecting the ownership transfer in the land register.
The aforementioned persons, Mrs. Meier, Mr. Müller and Mr. Schmitz, are further authorized individually, exempt from § 181 German Civil Code restrictions, to consent to and apply for deletions, lien releases, and rank changes, as well as to approve the deletion of the priority notice of conveyance registered in favor of the buyer, as far as it concerns unsold plot parts.
If the buyer has ordered land charges on the entire, unsurveyed property, the above authorized persons are authorized in the same way to apply for deletion of these land charges after surveying and cadastral updating on the remainder property retained by the seller. The costs associated with this deletion shall be borne by the buyer.
This power of attorney is effective beyond our death. However, it is limited to being used only before the notary, the notary’s successor in office, and his deputies.
The notary is instructed to issue a copy or certified transcript of the conveyance deed to the buyer and to cause the registration in the land register only after proof of payment of the full purchase price. The parties apply for all deletions and rank changes according to the approvals of entitled parties also in all joint liability positions.
The notary is entitled to submit all applications for performance of the contract also separately or restricted and to withdraw them. Land registry messages are to be sent to the notary.
VIII.
Authorization to encumbrance
The seller hereby irrevocably authorizes the buyer, exempt from the restrictions of § 181 German Civil Code, to encumber the entire property acquired by the seller (see item 1 of Preliminary Remarks) or after surveying the purchase property with land charges of any amount including any annual interest and additional charges, to subject the respective owner to immediate compulsory enforcement regarding these land charges including interest and possible additional charges, and to make the declarations and consents necessary for the registration of the land charges including the subjection clause, and furthermore to consent to deletions and rank changes.
The buyer is not authorized to personally oblige the seller. The power of attorney is limited to use before the notary, the notary’s successor and his representatives in office.
The notary is instructed to apply for registration of land charges ordered under this power of attorney with the land registry office only if
a) the creditors have been irrevocably instructed by the buyer to pay out loans granted by the registration of the land charges only to the seller up to the amount of the purchase price and to confirm to the notary that they observe this payment instruction,
b) the creditors irrevocably confirm that after receipt of surveying documents they release the unsold partition from joint liability from the property identified in item 1 of the Preliminary Remarks,
c) the creditors confirm in writing to the notary that until full payment of the purchase price the land charges ordered by power of attorney secure no other claims than those actually paid from loan disbursement for fulfilling the purchase price claim to the seller.
A corresponding confirmation of the creditor is to be obtained by the notary before applying for registration of the land charges.
Proof of this does not need to be provided to the land registry office.
This record was read to those appearing, the annex was provided for inspection, all approved by them and signed by them and the notary personally.
My wife and I want to buy a building plot in a new development area. The new development area consists of a total of 4 sections. 2 construction sections have already been developed, and the third section is currently underway. In this section, we have now chosen a plot and received a draft purchase contract from the seller.
The plot is being sold by a GmbH, which apparently took over the development for the area and concluded a development contract with the municipality.
I have hopefully changed all the persons and companies in the purchase contract and would ask you to take a look at it.
Is there anything here that is disadvantageous for us and is usually regulated differently?
Are there advantages?
Can we sign the contract as it is?
What should we pay attention to at the notary appointment?
Is it secured by the purchase contract that the later final development of the street has already been paid, and what happens if the seller goes bankrupt?
Here is the contract:
Si. - single-sided written -
URNr. /2012
Negotiated in Musterstadt on
Before me,
First name Last name, Notary in Musterstadt
appeared for the notarization of a purchase contract between
1. the selling company GmbH with registered office in Musterstadt, business address:
11111 Musterstadt, Musterstraße 1, registered under
Register No. HRB XXXX at the District Court Bonn,
- hereinafter called "the seller" -,
2. the married couple Mr. Max Musterfrau, born on February 2,
1982, and Mrs. Anja Musterfrau, née Fraumuster, born on October 1, 1981, both residing at 11111 Musterstadt, Musterstraße 6,
- hereinafter called "the buyer," even though there are several persons -,
for 1.: Mr. Jörg Verkäufername, born on 01.03.1971, residing at Musterstraße 10, 11111 Musterstadt, acting here not in his own name but as sole authorized managing director for party 1, exempted from the restrictions of § 181 of the German Civil Code,
for 2.: the parties in person.
The person appearing for 1. is known to the notary personally. Those appearing for 2. identified themselves by presenting
The parties confirm in advance that they received the draft deed observing the 14-day period according to § 17 paragraph 2 a, number 2, Notarization Act.
The parties appearing, acting as stated, declared:
Preliminary remarks
1. Land Registry status
a) According to the land register of Dorf - District Court Bonn - sheet XXX, property district Dorf, plot 001 No. XXX, building and open space, An der Bendenstraße, size: 10,110 sqm, or parts of plots from the aforementioned property hereinafter called "property," the seller is registered as owner according to own information.
b) The property will, after change of ownership in section II, be encumbered with two priority notices of conveyance on parts of the property for the municipality Gemeinde XY. Furthermore, the property may still be encumbered in section III with a financing land charge of the seller.
c) The notary has caused the land register content to be determined.
2. The seller concluded a development contract with the municipality Gemeinde XY on 30.01.2004, which was supplemented by a declaration of 30.11.2004. The seller has contractually committed to the municipality Gemeinde XY to develop the contract object.
This obligation is secured by providing guarantees from major German banks, savings banks, or cooperative banks to the municipality Gemeinde XY. The notary has a confirmation from the municipality Gemeinde XY dated 30.08.2005 stating that the conditions for effectiveness agreed in § 16 of the development contract dated 30.01.2004 have been fulfilled and that the contract is effective as of 30.08.2005.
The buyer is aware that the obligation for development only exists towards the municipality Gemeinde XY and - without prejudice to the seller’s duty to perform - is not subject of this contract. The property being sold below is located in the fourth construction section of the development area.
3. The development area is subject to the zoning plan BP XX 12 "Bendenstraße" of the municipality Gemeinde XY Dorf, which according to the seller’s statements is legally effective. In view of this, the parties conclude the following
Purchase contract:
I.
Contract object
1. The seller sells to the accepting buyer - several in equal shares - from the above-mentioned property a yet to be surveyed partial area of approximately 538 sqm with all essential components and accessories. The property is undeveloped. The partition is marked on the site plan attached as an annex to this deed and referred to, with the letters A-B-C-D-E-F-G-A. There is agreement between the parties regarding the location and boundaries of the partition on site. The local surveying is not yet done; the cadaster is not yet updated.
2. All encumbrances registered in the land register shall be deleted.
II.
Purchase price
1. The preliminary purchase price amounts to €96,000.00 (in words: ninety-six thousand euros) for the above assumed area size. The final purchase price depends on the result of the official cadastral survey, provided the surveying result differs by more than 2 square meters from the above assumed area. In this case, the parties are obligated to settle the difference amount for the total change on the basis of EUR ,-- per square meter directly between each other. The settlement amount shall be paid without interest within one month after the result of the cadastral survey is determined, but not before the due date of the purchase price.
2. The purchase price shall be due without interest and payable fourteen days after the notary has confirmed in writing to the parties that
a) the approvals and declarations necessary for the legal effectiveness of this deed exist in a form suitable for the land register,
b) the competent municipality has certified that no preemption rights under the Building Code exist or are exercised,
c) the waiver declaration of the lower landscape authority on the preemption right according to § 36 a LG NRW is present,
d) after change of ownership to the seller, the registration of a priority notice of conveyance for the buyer with ranking after the aforementioned priority notices for the municipality Gemeinde XY and the aforementioned land charge in section III is entered; intermediate rights registered with the buyer’s consent do not hinder the maturity. Priority notices securing other buyers’ ownership claims on other partial areas and financing land charges of other buyers are allowed to precede if the creditors have confirmed in writing the release of the property sold in this deed after surveying and inclusion in the land cadaster,
e) the deletion authorization of the municipality Gemeinde XY regarding the priority notice in relation to the property sold in this deed is available or the municipality Gemeinde XY irrevocably commits to issue the deletion authorization regarding the purchase property free of conditions after surveying,
f) the lien release declaration of the creditor of the land charge not assumed by the buyer is available to the notary such that the preliminary purchase price is sufficient for encumbrance-free release.
The notary is commissioned to notify the parties upon his knowledge about the fulfillment of conditions a) to f). Further conditions for maturity monitored by the parties themselves are:
- the construction road is made so that access to the property for building purposes is possible,
- the municipality Gemeinde XY has confirmed in writing that the contract performance guarantee to be provided in connection with the development contract for the IV. construction section is present,
- according to building law regulations, the planned construction can be started.
3. The buyer is hereby irrevocably instructed upon maturity of the purchase price to redeem the claims of the aforementioned land charge creditor according to the still to be issued trust orders and to pay any remaining balance of the purchase price to the seller.
Payment of the balance of the purchase price as well as the reimbursement amounts agreed in this deed to the seller shall be made with fulfillment effect to an account to be specified by the seller to the buyer. Timeliness depends on the receipt of the purchase price in the recipient's account.
4. If the buyer fails to pay the purchase price in whole or in part when due, he shall be in default without reminder. The overdue amount shall bear interest at the statutory default interest rate. Assertion of further damages is not excluded.
5. The buyer submits to immediate compulsory enforcement of this deed by the seller due to his obligation to pay the purchase price; an enforceable copy can be issued by the notary after sending the maturity notification without special proof. This does not affect the burden of proof in enforcement objection proceedings. Several buyers are jointly and severally liable.
III.
Other agreements
1. The buyer’s rights due to material defects of the property are excluded. This also applies to claims for damages unless the seller acts intentionally. The buyer has inspected the purchase object; he buys it in its current used condition. Invisible material defects or indications of contamination are, according to the seller’s statement, unknown. Claims for damages due to injury to life, body, or health for which the seller is responsible, as well as claims for compensation based on intentional or grossly negligent breach of duty by the seller, remain unaffected. The breach of duty of the seller’s legal representatives or vicarious agents is considered equivalent. No guarantees are given. The parties agree that the buildability of the property constitutes its condition within the meaning of § 434 paragraph 1 sentence 1 German Civil Code, without the seller providing any guarantee. Residential development must be permitted on the property within the framework of the zoning plan provisions (item 3 of the preliminary remarks).
Should buildability not be given to the agreed extent, the buyer may rescind the contract without further deadline but may neither demand a reduction of the purchase price nor damages. The notary pointed out the statute of limitations according to §§ 438, 218 German Civil Code.
2. Easements and neighborly restrictions not entered in the land register that require the consent of the affected owner for their creation, as well as building obligations, shall be assumed by the buyer; these are not known to the seller according to his declaration. The parties were informed about the possibility of inspecting the building obligations register themselves. The seller undertakes to convey the sold property free of non-assumed, land register-registered encumbrances and restrictions and free of non-assumed interest, taxes, fees, and other public charges. As long and to the extent this is not the case, the buyer may withhold payments on the purchase price unless he is obliged to pay in advance.
3. Possession and benefits, risk and burdens including all obligations from insurance policies related to the property and general traffic safety duties shall pass to the buyer from the day the purchase price has been fully received by the seller.
4. No rental or lease agreements exist.
5. Development contributions pursuant to the Building Code and charges under the Municipal Charges Act for the initial development, which are foreseen according to the planning of the municipality Gemeinde XY applicable at the time of contract conclusion, shall be borne by the seller. House connection costs shall be borne by the buyer.
The buyer is aware that the following are not included in the purchase price of the property:
- connection fees for water, electricity, gas, as well as telephone and TV communication,
- house connection costs of the utility providers, i.e., the production costs of the supply lines from the main line to the property boundary as well as laying lines into the house,
- actual production costs of drainage lines from the house to the connection to the public sewer.
Should further contributions under the Municipal Charges Act or the Building Code be required for future expansions or changes of development facilities, the buyer shall bear these.
The notary pointed out that, regardless of this agreement, the one who is owner of the property at the time of delivery of the contribution notice is liable to pay to the municipality under the Building Code and that the contribution debt rests as a public charge on the property.
The seller and the buyer agree that the selling company GmbH will lay the sewer connection for storm and wastewater from the main line in the street to the property boundary in the course of carrying out the development. This service is included in the purchase price. Until flawless completion of the sewer house connection, the buyer has a right of retention on the purchase price in the amount of €1,500 (in words: one thousand five hundred euros).
For clarification, the parties emphasize that carrying out the sewer house connections from the property boundary to the respective building project to be constructed is the buyer’s responsibility and cost.
6. Without prejudice to the statutory, joint and several liability of all parties for the taxes affecting the property, the real estate transfer tax, and notary and court costs, it is agreed:
a) The seller bears the costs of deleting non-assumed encumbrances including the costs of deletion authorizations and costs incurred in connection with monitoring trust conditions of creditors to be redeemed.
b) The costs of approval of a represented party shall be borne by the represented.
c) Costs connected to the surveying of the property, including marking as well as updating the land cadaster and land register, shall be borne by the seller.
d) All other notary and court costs related to this deed and its execution, costs and fees of required private and official permits and declarations as well as real estate transfer tax shall be borne by the buyer.
IV.
Approvals, preemption rights
1. The notary has pointed out to the parties the need for any required approvals and any existing statutory preemption rights. Since the property is undeveloped according to the parties, the property division requires no approval.
2. All required approvals are reserved. The notary shall obtain these approvals or negative certificates. He shall also notify the municipality and the lower landscape authority of the contract including personal data to give statements about exercising any existing statutory preemption rights and receive waiver declarations.
3. If a preemption right is exercised or an official approval is refused or granted only with conditions, the decision shall be served to the parties themselves. A copy shall be requested for the notary. All permits and declarations shall become effective upon receipt by the notary.
4. If an official preemption right is exercised or an official approval refused or granted only with conditions, the burdened parties have a right to rescind within four weeks after receipt of the first administrative decision.
V. Notes
1. Ownership passes to the buyer only upon registration in the land register. Registration can only occur when all required approvals, the declarations of the competent municipality regarding the preemption right, and the tax office’s clearance certificate are present.
2. The parties are aware that disposal of real property and disposal of business assets may be subject to taxation. The notary has not provided any tax advice and assumes no liability in this respect. He pointed out that it may be advisable to seek advice from a tax consultant before a disposal.
3. All contract agreements must be notarized. Side agreements outside this deed may lead to invalidity of the entire legal transaction.
4. The seller concludes this contract as part of his commercial or independent professional activity; the buyer does not.
The parties declared upon inquiry and after reference to § 311 b paragraph 1 German Civil Code that they do not intend to conclude a contract for work regarding the development of the property among themselves and that the purchase contract concluded here is not dependent on entering such a work contract with the seller or others.
VI. Rescission rights
1. Both seller and buyer reserve a unilateral right of rescission from this purchase contract if the conditions for the purchase price maturity according to section II, item 2 have not occurred by [date missing], and the development facilities for the IV. construction section have not been started by [date missing]. The rescission must be declared in writing to the other contracting party.
2. The costs of this deed and of the rescission of the purchase contract shall be borne by the party declaring rescission. Claims for damages due to reasons entitling rescission are excluded. The notary pointed out the joint and several liability for costs.
3. Neither value-enhancing nor necessary expenditures shall be reimbursed to the buyer. Benefits are not to be reimbursed until exercise of the rescission right. Payments made are not subject to interest.
4. In case of rescission, the buyer must immediately, simultaneously with repayment of the purchase price, eliminate land charges and other rights ordered and entered in his favor.
VII.
Land register declarations
The parties consent to the entry of a priority notice of conveyance in favor of the buyer - in the above-mentioned participation ratio - and encumbering the property acquired from the seller (see item 1 of the Preliminary Remarks). The buyer consents to the deletion of this priority notice after change of ownership on condition that no intermediate encumbrances have been made and no intermediate applications exist that the buyer did not participate in.
The parties commission and authorize, exempt from § 181 German Civil Code restrictions,
- Mrs. Christina Meier,
- Mr. Guido Müller,
- Mr. Markus Schmitz,
all working at 11111 Musterstadt, Musterstraße 1, each individually, after surveying and presence of cadastral designation, to declare and receive the conveyance of the purchase object, to repeat the entry consent regarding the priority notice of conveyance, and to make and receive all other declarations required for execution of the purchase contract, especially for effecting the ownership transfer in the land register.
The aforementioned persons, Mrs. Meier, Mr. Müller and Mr. Schmitz, are further authorized individually, exempt from § 181 German Civil Code restrictions, to consent to and apply for deletions, lien releases, and rank changes, as well as to approve the deletion of the priority notice of conveyance registered in favor of the buyer, as far as it concerns unsold plot parts.
If the buyer has ordered land charges on the entire, unsurveyed property, the above authorized persons are authorized in the same way to apply for deletion of these land charges after surveying and cadastral updating on the remainder property retained by the seller. The costs associated with this deletion shall be borne by the buyer.
This power of attorney is effective beyond our death. However, it is limited to being used only before the notary, the notary’s successor in office, and his deputies.
The notary is instructed to issue a copy or certified transcript of the conveyance deed to the buyer and to cause the registration in the land register only after proof of payment of the full purchase price. The parties apply for all deletions and rank changes according to the approvals of entitled parties also in all joint liability positions.
The notary is entitled to submit all applications for performance of the contract also separately or restricted and to withdraw them. Land registry messages are to be sent to the notary.
VIII.
Authorization to encumbrance
The seller hereby irrevocably authorizes the buyer, exempt from the restrictions of § 181 German Civil Code, to encumber the entire property acquired by the seller (see item 1 of Preliminary Remarks) or after surveying the purchase property with land charges of any amount including any annual interest and additional charges, to subject the respective owner to immediate compulsory enforcement regarding these land charges including interest and possible additional charges, and to make the declarations and consents necessary for the registration of the land charges including the subjection clause, and furthermore to consent to deletions and rank changes.
The buyer is not authorized to personally oblige the seller. The power of attorney is limited to use before the notary, the notary’s successor and his representatives in office.
The notary is instructed to apply for registration of land charges ordered under this power of attorney with the land registry office only if
a) the creditors have been irrevocably instructed by the buyer to pay out loans granted by the registration of the land charges only to the seller up to the amount of the purchase price and to confirm to the notary that they observe this payment instruction,
b) the creditors irrevocably confirm that after receipt of surveying documents they release the unsold partition from joint liability from the property identified in item 1 of the Preliminary Remarks,
c) the creditors confirm in writing to the notary that until full payment of the purchase price the land charges ordered by power of attorney secure no other claims than those actually paid from loan disbursement for fulfilling the purchase price claim to the seller.
A corresponding confirmation of the creditor is to be obtained by the notary before applying for registration of the land charges.
Proof of this does not need to be provided to the land registry office.
This record was read to those appearing, the annex was provided for inspection, all approved by them and signed by them and the notary personally.