SALE AND PURCHASE AGREEMENT

This Agreement is made at Rawalpindi on this ____ day of _____, 2023

BETWEEN:

Seller name to be inserted here (hereinafter referred to as the “Seller/ Vendor” which expression shall,
where the context so admits, means and include his nominees, successors, successors-in-title, administrators,
or assignees) The party of the First Part

AND

Mr./Ms. Son/daughter of having CNIC No. or Passport No.

resident of (hereinafter referred
to as the “Buyer / Vendee” which expression shall, where the context so admits, means and include his
nominees, successors, successors-in-title) and further detailed as mentioned in the Schedule-A. The party of
the Second Part

WHEREAS

(i) The Seller/Vendor being the absolute owner is developing/constructing a multistory commercial and
residential apartment building/complex known as M/s GRAND ORCHARD Building on the Plot # 5
located in Orchard Boulevard, DHA 1 Islamabad (hereinafter referred to as the “PROJECT), where the
PROJECT is being developed by the Seller/Vendor is known as the prime community;

(ii) The Buyer/Vendee has seen the plan for the PROJECT and desires to acquire and purchase from the
Seller/Vendor the commercial unit/shop or serviced apartment or residential apartment (hereinafter
referred to as the “Unit") as detailed in the Schedule-B.

(iii) The Seller/Vendor has agreed to sell and the Buyer/Vendee has agreed to buy the Unit, at the
underconstruction PROJECT against the agreed consideration in installments as detailed in the
Schedule-B.

NOW, THEREFORE, the Parties, intending to be legally bound, agree to the following terms and conditions of
this Agreement along with two Schedules appended hereto, which shall form an integral part of this Agreement:

Name: Mr. Name: Mr.

_________________________________
_________________________________
The Seller
The Buyer

Page|1
WITNESSES

1. Name: 2. Name:

Buyer’s Initials:

DEFINITIONS AND INTERPRETATION

Unless the context otherwise requires, capitalized terms used in this Agreement of Sale and Purchase shall
have the meanings set out below:

Agreement means this Agreement of Sale and Purchase along Schedules, as may be
amended or supplemented by the Seller/Vendor from time to time at its sole
discretion.

Buyer/Vendee means the natural or legal person or persons identified as the Buyer/Vendee in
this Agreement and his/her or their respective heirs, executors, successors,
nominees, successors-in-title, permitted transferees and permitted assigns.
Where there is more than one Buyer, references to one Buyer/Vendee shall be to
such persons jointly and severally.

Common Areas means those parts of the PROJECT not physically forming a part of any Unit and
are intended for the common use of all occupants or owners of Units, including
inter alia all open areas, elevators, administrative office areas, security system,
lobbies, Parking Area and hallways.

Common means all roads, pavements, water features, installations, elevators, power
Facilities backup equipment, security system, tube-well motors, improvements and
common assets of the Common Areas that are intended for facilitating all
occupants and owners of Units and do not form part of any given Unit.

Government means any federal, provincial, capital or local government or authority,

Authority department, local, regulatory, statutory or housing authority, including the Office
of the Cantonment Board Rawalpindi, Office of the Military Estates Officer
Rawalpindi, and any other authority which has jurisdiction over any aspect or part
of the Project or the Agreement.

Anticipated means the expected date as mentioned/incorporated in the Schedule-A of this

Date of Agreement, on which the Unit will be ready for handover of possession to the
Completion Buyer/Vendee, subject to the Buyer/Vendee complying with his/her obligations as
per this Agreement.

Completion means a written notice sent to the Buyer/Vendee by the Seller/Vendor

Notice communicating the Date of Completion of the Unit.

Down Payment means the amount paid by the Buyer/Vendee under this Agreement, equal to
30% (thirty percent) of the Purchase Price of the Purchased Unit, as shown in
the Payment Plan-Schedule-B.

Due Date means the date on or before which any payment or installment in the Payment
Plan is required to be paid by the Buyer/Vendee to the Seller/Vendor in the
designated bank account.

Master Means Defence Housing Authority Islamabad.

Page|2
Buyer’s Initial: ____________________
 Developer

Nominee means such person, as may be nominated by the Buyer/Vendee as the person
who may facilitate in the transfer of rights and obligations of the Buyer/Vendee
under the Agreement to the legal heirs in the event of demise of the
Buyer/Vendee.

Parking Area means the demarcated parking area for the exclusive use of visitors and
occupants of the PROJECT, the exact position whereof is to be allocated on or
before the Completion Date.

Parties The Seller/Vendor and the Buyer/Vendee, where the context so permits, and each
individually as a “Party”.

Payment Plan means the Payment Plan in Schedule B of the Agreement, setting out the Due
Date, quantum and schedule of Installment Payments of the Purchase Price to
be paid by the Buyer/Vendee.

Plot means the Plot No. 5 located in Orchard Boulevard, DHA-1, Islamabad, Pakistan.

Property means the entity formed by the Seller/Vendor, which may include the Seller, any
Manager of its affiliates or associated companies or any other company (and their
respective successors in interest and assigns) charged with the maintenance,
operation or management of the PROJECT or any part thereof, including inter
alia Parking Area, Common Areas and/or Common Facilities.

Project means the multistory commercial and apartment building being constructed and
developed by the Seller/Vendor, named and advertised as M/s GRAND
ORCHARD, approved and sanctioned by the Master Developer and/or any other
relevant Government office/authority.

Payment Price means the total price including the Down Payment as well as the instalments
under the Payment Plan but excludes any additional payment under the
Agreement.

Unit means the specific Commercial unit/Shop, or Serviced Apartment or Residential

Apartment, as shown in Schedule -B being the Purchased Unit, which the
Buyer/Vendee has contracted to purchase pursuant to this Agreement.

Rules means such rules, as amended from time to time, as may be framed by the
Seller/Vendor being the Developer and/or the Property Manager setting out the
Buyer's rights and obligations in relation to the use, occupancy, layout,
maintenance, design and display of the Purchased Unit.

Service Charges means the amount payable by the Buyer/Vendee to the Property Manager on
monthly basis in advance as the proportionate contribution towards the
management, administration, maintenance and control of the Common Areas,
Common Facilities and Parking Area, which amount shall be determined and
prescribed from time to time by the Property Manager provided that Service
Charges shall always be reasonable, based on market standards and as per fair
market rates.

Taxes means any federal, provincial or local taxes or levies payable on any component
used for the construction of the Purchased Unit or, where the context permits,
applicable on the sale or lease thereof, as may be prescribed or levied from time
to time by any Government Authority.

Page|3
Buyer’s Initial: ____________________
1. THE PROJECT

1.1. The Buyer/Vendee acknowledges and understands that the Seller/Vendor is the
Owner of the PROJECT by the name of Grand Orchard and Defence Housing Authority is Master
Developer of the Master Community in which the PROJECT is located. The plots in the Master
Community shall be developed into homogeneous residential, commercial, leisure and retail complexes
with certain facilities and amenities to be shared. The Seller/Vendor will develop the PROJECT into a
homogeneous residential, commercial and retail complex with certain shared facilities, parking and
amenities.

1.2. The units in the PROJECT are composed of following 3 main categories:

(a) Serviced Apartments (Furnished): Units purely for residential purpose to be used at the reasonable
discretion of the Buyer at will, either personally, or leased out, subject to the terms of the Agreement.
Servicing and Furnishing of the Apartments will be as per the system and standards of Premier Choice
or any of its affiliates.

(b) Residential Apartments (Unfurnished): Units purely for residential purpose to be used at the
reasonable discretion of the Buyer at will, either personally, or leased out, subject to the terms of the
Agreement. Such residential units are unfurnished and not serviced.

(c) Commercial Units/Shops: Units purely for commercial purpose for the personal use of the Buyer or
to be leased out, which at all times is subject to the conditions of usage and tenancy laid out in this
agreement and any conditions imposed by Seller and/ or Property Manager, as the case may be.

1.3. The Buyer/Vendee acknowledges and understands that the Master Developers shall remain owner of the
residual land in the Master Community and that for the proper and convenient management,
administration, maintenance and control of the Master Community, mutually beneficial restrictions are
imposed on all the properties in the Master Community by the Master Developer under the declaration
which establishes a mutually beneficial scheme for the management, administration, maintenance and
control of the Master Community.

1.4. The Buyer acknowledges and understands that for the proper and convenient management of the
Project, the Seller will appoint an independent Property Management firm or company, herein referred to
as the “Property Manager” which shall be formed or employed and shall be deemed to be operationally
established at the Project from the date on which any person other than the Seller becomes an Owner of
a Property in the Project provided that at this point in time the Project has been completed in full.

1.5. The Property Manager shall be responsible for the maintenance, upkeep and renovation of all common
use areas within the project, as well as enforcement of all relevant by-laws along with the management of
the Project, and for such purpose shall have the full management, administration, maintenance and
control of the Project. The Buyer acknowledges and agrees to comply completely with the Property
Manager which has the powers and functions necessary for property management, maintenance and
enforcement of the provisions of this as well as the Property Management Agreement with regards to the
Project for the collective benefit of all involved parties including, but not limited to, the Buyers, Owners,
Occupiers, Licensing Entity, Licensees and Tenants.

1.6. The Buyer/Vendee hereby agrees and understands that the Buyer/Vendee, his/her heirs, successors-in-
title, permitted successors or assignees, the Seller/Vendor, and the Property Manager forming part of the
Master Community as well as other property owners from time to time of any property in the Master
Community shall be bound by the Declaration of adherence, by signing the Declaration of Adherence.
The Buyer/Vendee acknowledges that he/she has been informed and accepts that the Declaration is
subject to amendment as the Master Developer in its absolute discretion deems fit.

2. DISCLAIMERS

2.1. The Seller/Vendor and the Project Manager or their consultants shall not be responsible for any physical
obstructions within the Master Community or Plot or Property.

2.2. All matters pertaining to the usage, running, maintenance, upkeep and renovation etc. shall be the domain
of the Property Manager/Management Firm, and the Buyer shall at all times abide by the

Page|4
Buyer’s Initial: ____________________
 regulations/directions notified by the Manager from time-to-time, and any and
all matters pertaining to the aforementioned shall be the sole purview
of the Property Manager, and the Seller shall not be liable for the same.

3. THE SALE

The Seller/Vendor hereby sells to the Buyer/Vendee who hereby purchases the Unit for Purchase Price
and other payments, if any, in accordance with the terms and conditions contained in this Agreement,
along with two schedules appended hereto, shall form an integral part.

4. PURCHASE PRICE AND PAYMENT

4.1. Only one application form can be used for booking of one Unit only. Additionally, Seller/Vendor is the Sole
Entity authorized to issue such bookings and recording such sales.

4.2. The Buyer/Vendee undertakes to ensure that the Property Reservation Fee and on-going installments shall
be paid in Pakistani Rupees (PKR) (the local currency) of the Islamic Republic of Pakistan and any short
fall in payment due to the fluctuation in case of the currency exchange rate shall be on the
Buyer/Vendee’s account and shall be immediately rectified by the Buyer/Vendee.

4.3. All Down payments should be made according to type and size of the Unit in the booking/sales office
located on the site, as per schedule of payments through bank draft/pay order/cheque in the favor of
“Zameen Medallion” with consent of the Seller/Vendor.

4.4. All subsequent installments for purchase of Unit shall be made in favors of developer’s (the Seller/Vendor)
account i.e. Grand Orchard, for which bank account details are mentioned below:

Bank Name: SONERI BANK

Account Title: GRAND ORCHARD
Account: 030420010189908
IBAN: PK63SONE0030420010189908
Swift Code: SONEPKKAXXX
Branch Code: 0304
Bank Address: PLOT 166, GROUND FLOOR, SPRING NORTH BAHRIA TOWN PHASE -7, RAWALPINDI
Please send payment proofs and payment related queries to collections@[Link]

4.5. Any and all payments from the Buyer/Vendee will only be considered as completed once the Seller/Vendor
has issued a receipt voucher against the payment and furnished a receipt copy to the Buyer/Vendee
which is not to be unreasonably withheld by the Seller/Vendor.
4.6. The purchase price of the Property is contingent upon the current market conditions and the costs
associated with the development or construction of the Property. The Seller reserves the right to
reevaluate the purchase price of the Property in the event that the costs associated with the
development or construction of the Property increase due to unforeseeable circumstances, including, but
not limited to, increases in material or labor costs, changes in taxes or fees, or any other event that may
impact the costs associated with the development of the Property. The Seller will provide the Buyer with
written notice of any such reevaluation of the purchase price, which shall be deemed accepted by the
Buyer if not disputed within 30 days of such notice. If the Buyer disputes the new purchase price, the
parties shall negotiate in good faith to arrive at a mutually acceptable purchase price. If the parties are
unable to reach an agreement
within 07 days of the dispute being raised, either party may terminate this Agreement as per Clause 15.4
(below).

4.7. The Buyer/Vendee must pay each installment of the purchase price on or before the dates stipulated in the
Payment Schedule as detailed in Schedule-B, to the Seller/Vendee’s account via cash, banker’s
cheques, wire transfer, money gram or any other mutually agreed upon mode of payment. If the Master
Developer accelerates or changes the handing over date of the Property, the Seller reserves the right to
accelerate or change the Payment Schedule and shall inform the Buyer of the revised Payment
Schedule in writing, which the Buyer acknowledges and confirms he, will abide by.

Page|5
Buyer’s Initial: ____________________
4.8. Provided that in the case of late payment (i.e. payment of an installment after the
date on which it was due), the late payment will only be accepted subject to
the payment of a “late payment fee/surcharge” at the rate of 0.1% of the
amount overdue per day, with the monthly late payment fee/surcharge
being 3% of the amount overdue.

4.9. Should it be the case that the Buyer defaults or fails to pay due installment(s) (along with their accrued late
fee as per Clause 4.7 above) within sixty (60) days of payment(s) due date, the Seller reserves the right
to cancel the allotment of the Buyer. Furthermore, in the case of default, bankruptcy, liquidation on the
part of the Buyer, the Seller shall be at liberty to invoke the provisions of Clause 15 of this Agreement
(below).

5. POSSESSION AND RISK:

5.1. The Anticipated Completion Date represents the date upon which it is presently expected that the Unit
will be ready for occupation. The Seller/Vendor reserves the right to extend the Anticipated Completion
Date.

5.2. The Seller/Vendor retains and reserves the right at all times to make any changes in designs and
specifications to the PROJECT as required by governing bodies/entity or the Master Developer, or the
licensing entity..

5.3. The Buyer/Vendee is bound to submit the original receipt whenever required and particularly at the time
of transfer/handing over the possession of the Unit to Buyer/Vendee by the Seller/Vendor.

5.4. All common passages in the building, services/amenities and the landscaped areas shall neither be
constructed upon nor inappropriately utilized and rented out by the Buyer but will be exclusively used for
the purpose they are meant for in line with stipulations laid down by The Developer/Seller or the Property
Manager and any persons(s) designated there-by.

5.5. The Buyer/Vendee or their respective Unit tenant is liable to pay the relevant club/services charges along
with any other maintenance charges for the maintenance and upkeep of the property on a per month
basis as defined by the Property Manager.

5.6. The property rights of the exterior walls of the buildings of Grand Orchard will rest with the management
including different types of colors, shades and designs on the exterior of the building, any change in the
color scheme of the exterior walls shall not be permitted under any circumstances. Similarly, no
projections/ hooks/ nails etc., will be allowed to be fixed on the exterior walls of the building. Any such
interference with the exterior of a unit will be promptly rectified by the Property Manager at the
Buyer/Vendee and Owner’s cost.

5.7. The Seller/Vendor is the sole entity with the right to approve or implement any structural or design
changes at the PROJECT.

5.8. The vacant possession and occupation of the Unit shall be given to and taken by the respective
Buyer/Vendee on the handing over date. All risks with respect to the Unit shall be passed to the Buyer on
the Completion Date. The Seller/Vendor shall be entitled to decline to handover possession and
occupation to the Buyer/Vendee, if the Buyer/Vendee fails to make payments as referred to in Clause 4
or has failed to comply with any other provisions of this Agreement.

6. GOVERNING LAWS AND JURISDICTION:

6.1. This Agreement shall be governed by and construed in accordance with the laws of Islamic Republic of
Pakistan.
6.2. In the event of any dispute or difference arising between the Parties out of or relating to this Agreement
or to the breach thereof, the Parties shall use their best endeavors to amicably settle such dispute or
difference. To this effect they shall consult and negotiate with each other, in good faith and understanding
of their mutual interests to reach a just and equitable solution satisfactory to both Parties. If they do not
reach such solution within a period of 30 (thirty) days from the arising out of the dispute, then the dispute
or difference shall be finally settled by arbitration in accordance with the Rules of the Master Developer.

Page|6
Buyer’s Initial: ____________________
6.3. The arbitration shall be carried-out before a tribunal consisting of 3 (three)
arbitrators. Within 30(thirty) days’ notice by any one Party to the other of its
demand for arbitration, which demand shall also set forth the name of its
arbitrator, the other Party shall select its/his arbitrator and so notify the
demanding Party. Then Within 30 (thirty) days thereafter, the two arbitrators
so selected shall select a third arbitrator. In the event of the appointed arbitrators’ failure to agree upon
and select a third arbitrator (Umpire) within 30(thirty) days, Master Developer shall appoint the third
arbitrator. In the event of a default by either of the Parties in dispute to name its arbitrator, the arbitrator
so appointed by the non-defaulting Party shall have the power to proceed to arbitrate and determine the
matters of disagreement as if he was an arbitrator appointed by both Parties in dispute for that purpose.

6.4. The place of arbitration shall be the city of Islamabad, Pakistan. The arbitration proceedings and award
shall be conducted and written in the English language with the applicable law being the Arbitration Act,
1940, or any other law for the time being in force.

6.5. The arbitration award shall be final and binding on both Parties and not subject to any appeal. Any
monetary award shall be made payable in PKR free of any tax or any other charge/deduction. The award
shall include costs and expenses of the prevailing Party including its/his reasonable legal fees and
interest from the date of any breach or other violation of any of the provisions of this Agreement to the
date when the award is paid in full. The arbitrators shall fix an appropriate rate of profit/compensation.

6.6. The jurisdiction of the court is hereby expressly excluded save to the extent that a matter may be referred
to arbitration as agreed to hereinabove, and the enforcement of an award granted as a result of the
aforementioned arbitration proceedings. Provided further that no judicial proceedings claiming injunctive
relief may be brought against the Seller/Vendor and should there be any dispute as to the interpretation
of terms, or the interpretation of any clause contained herein, the interpretation of the Seller/Vendor shall
be final and binding.

6.7. The award of the arbitration shall be the sole and exclusive remedy between the Parties regarding any
and all claims and counterclaims, and any relief not claimed by a party to the arbitration shall be deemed
to be abandoned.

7. NOTICES:
Any notice given under this Agreement shall be in writing in English and shall be served by delivering it
personally or sending it by courier or electronic means to the physical or electronic address or number as
set out in this Agreement. Any such notice shall be deemed to have been received:
(a) If delivered personally, at the time of delivery;
(b) In the case of courier, on the date of delivery as evidenced by the records of the courier; (c)
In the case of electronic transmission, at the recorded time of transmission.
(d) In case of registered mail at the address listed at the first page of this agreement, the day of posting.

8. BUYER’S COVENANTS:

8.1. Apart from the purchase price of the Unit, the Buyer/Vendee acknowledges that he/she will also pay
documentation charges for leases if any, connection and meter charges of electricity, water, Gas or other
utilities for the Units where applicable.

8.2. Transfer of property rights of the Unit shall be subject to the policy of Master Developer at the time of the
request and the managing entity or Master Developer shall issue approval or disapproval in writing and
shall not unreasonably withhold such response or authorization.

8.3. The Buyer/Vendee shall comply with and abide by the rules, regulations, by laws, orders and / or
directions that may be issued by Seller/Vendor as a result of the nature of the unit/property under the
Services Agreement, or at the direction of Government Authorities/ Master Developers/ Agencies/
Departments, from time to time.

8.4. The Buyer/Vendee’s physical and digital addresses shall be deemed to be those that the Buyer/Vendee
has provided in the application form and in this Agreement.

Page|7
Buyer’s Initial: ____________________
8.5. The Buyer/Vendee shall intimate to the management of Grand Orchard of any
change in his/her digital and physical addresses to which the communications
meant for the Buyer/Vendee shall be sent.

8.6. Commencing from the date of first notice served upon the Buyer/Vendee
and Owner by the Seller/Vendor that the Unit is ready for use and occupation, the Buyer/Vendee and
Owner shall be liable to bear and pay all ongoing taxes, CAM (Common area maintenance charges),
property management charges or society charges as levied by any concerned authority and/or entity if
any and governed by the Property Manager.

8.7. That the Property Manager shall be responsible for the maintenance, management, upkeep and
custodianship of all common areas within and without the Project, including, among others, the
cleanliness of all hallways, common areas and passages, entrances, front and rear façade, driveways,
parking areas, common/shared/public toilets, elevators/escalators, pools and fountains (where
applicable) along with back and utility areas etc. including the fittings and fixtures of the same, and the
Buyer shall execute and be bound by the terms of the Management Agreement to which the Project and
its occupants are all subject, and the Buyer shall not refuse or object to the same.

8.8. The possession of the Unit will rest with the Seller/Vendor and may be delivered to the Property
Manager, either of whom shall be authorized to rent-out the premises. The Buyer/Vendee, upon full
payment for the Unit’s purchase price with payments made on or before their respective due dates
stipulated on the Buyer/Vendee’s payment plan mentioned in this agreement, shall be entitled to receive
rent as per the determination of the rental value by the Seller and/or Property Manager as the case may
be.

8.9. The Buyer of a Commercial Unit acknowledges that the same may, at the discretion of the Property
Manager, or the Seller as the case may be; be merged, combined or clubbed with another Unit(s) for the
purpose of giving on rent, and the Buyer acknowledges that he/she shall be entitled only to the receipts
of rent as per square footage which shall be determined by the prevailing rates set by the Property
Manager or Seller and, at no point in time shall the Buyer raise any objection to such merger of his Unit
or the receipt of rent as may be determined by the Property Manager or Seller.

8.10. The Buyer of a Residential Unit not falling under the management of the Property Manager,
acknowledges that if he/she sells or rents out the said unit to a third party, the Third-Party Contract would
be a personal contract between Buyer and the third party and that the Master Developer will assume no
liability and gives no warranty to the third party for the proper performance of the Buyer’s obligations here
under.

8.11. The Buyer/Vendee letting-out or renting-out his/her Unit, covenants that they shall do so subject to the
third-party tenant/occupier being bound by the terms of usage of the Unit and common areas under this
Agreement, the Management Agreement with the Property Manager and the Seller/Vendor’s obligations
under the Services Agreement, and to ensure this, the Buyer/Vendee will only utilize the standard lease
terms approved by the Seller/Vendor and the Property Manager.

8.12. The Buyer/Vendee acknowledges, confirms and understands that this Agreement is an agreement
entered into with the Seller/Vendor and that the Master Developer assumes no liability whatsoever and
provides no warranties of whatsoever nature to the Buyer/Vendee in respect of proper performance of
the Seller/Vendor’s obligations hereunder.

9. ADJUSTMENTS

9.1. The Buyer/Vendee shall be solely liable for all taxes, rates assessments, utilities and/or other charges that
may be levied by any Governmental, quasi-Governmental, Master Developer, Property Manager and
local authorities on the PROJECT for the time being in force or that may come into force at later stage.

10. COVENANTS GOVERNING USAGE AND TENANCY

10.1. The usage of the premises/units shall be exclusively in accordance with their function and classification i.e.
commercial purpose for commercial units and residential purpose for residential units.

10.2. Furthermore, the Buyer hereby agrees that the Commercial Unit shall be let-out through the Seller or
Property Manager as the case may be, and the Buyer shall only be entitled to claim rent on the area per
square footage owned by him/her.

Page|8
Buyer’s Initial: ____________________
10.3. At no time shall the Buyer (or his tenant or agent) utilize or make available any of
the residential units as transient lodging/temporary lodging akin to a hotel,
motel or bed and breakfast etc.

10.4. All units shall be let-out in accordance to approved tenancy guidelines/approved

standard tenancy terms and regulations as may be notified by either the Seller or the Property Manager
from time to time, and on the format to be provided by the Property Manager.

10.5. The Seller, or Property Manager as the case may be, shall have the exclusive rights to lease the
commercial units, which, the Seller covenants, shall only be leased-out according to the minimum
tenancy requirements laid down by the Property Manager and/ or the seller as the case may be.
10.6. The Seller or the Property Manager, as the case may be, reserves the right to take-on the management of
leased-out commercial units, whereby they shall be responsible for the leasing-out of the unit in question
against which they may charge a fee separate and distinct from any other fee contemplated in either this
Agreement, the Management Agreement or any other agreement for the time-being in force.

10.7. Transfer of property rights of the Unit will be subject to the policy of management prevailing at the time of
the request and shall only be deemed approved when such request is approved in writing.

10.8. All common areas shall remain the exclusive property and in the exclusive usage of the Seller or the
Property Manager as the case may be, and the same shall be entitled to make use of the as the Property
Manager may deem fit and appropriate and the Buyer will not object to the same.

11. TRANSFER OF TITLE

11.1. Provided the Buyer/Vendee has fulfilled his obligations under the terms of this Agreement, the
Seller/Vendor shall endeavor to transfer a clear and unencumbered title in respect of the Unit in the
PROJECT to the Buyer/Vendee on or after the Handover Date.

11.2. It is the Buyer/Vendee’s responsibility to procure the title of the Purchased Unit in the PROJECT from the
Master Developers. The Buyer/Vendee shall be responsible for all charges/expenses payable to the
Master Developers and on account of Master Community Developers (Defence Housing Authority
Islamabad).

11.3. A transfer fee shall be applicable upon the Buyer/Vendee at the time of transfer of the Unit and will be
calculated according to size and specification of Unit by the transferring authority.

11.4. Except with the prior written Approval of the Seller/Vendor, the Buyer/Vendee cannot transfer his/her right
of the Unit by sale, abnormal lease and mortgage of such rights to any authorized loan giving agency,
bank or any other financial institution which is in capacity to mortgage such rights.

11.5. Except with the prior written Approval of the Seller/Vendor, the Buyer/Vendee Buyer cannot transfer his/her
right of the apartment by sale, abnormal lease and mortgage of such rights to any other third party.

11.6. Except with the prior written Approval of Seller/Vendor and prior to the payment of at least 50% of the
purchase price to the Seller/Vendor, the Buyer/Vendee cannot resell or offer for sale for any monetary or
physical benefit of their respective purchased Unit. All re-sold Units are subject to the stipulations of this
Agreement and all relevant fees.

11.7. If the Buyer/Vendee sells the Unit at any time prior to the procurement of the title deed, the Buyer/Vendee
shall pay the Seller/Vendor an administrative fee of three percent (3%) calculated on the higher amount
of either the sale price, or the original Purchase Price and shall pay the Master Developer and/or the
Government of Pakistan any such fee levied by these institutions to register the sale and transfer of title.
The Seller/Vendor may make a provision for a lump-sum fee in lieu of its 3% administrative fee at the
Buyer/Vendee’s request.

12. SELLER'S GENERAL COVENANTS

12.1. The Seller/Vendor undertakes that it shall take all reasonable steps necessary to ensure that the Project is
completed on the Anticipated Completion Date or as soon as possible after the anticipated date.
12.2. The Seller/Vendor undertakes to cause the Project to be built substantially in accordance with the drawing,
in proper and workman like manner and in accordance with good building practice, with good and
suitable materials and in accordance with the requirements of all competent authorities.

Page|9
Buyer’s Initial: ____________________
12.3. The Seller/Vendor shall give the Buyer/Vendee notice in writing of the
Completion Date and the handing over date which shall only be deemed to have
been determined when such general notice has been given on the
Seller/Vendor’s website or in writing directly to the Buyer/Vendee.

12.4. The Seller/Vendor will endeavor to appoint a Property Manager that is capable of efficiently and effectively
managing and maintaining the PROJECT after completion and during operation at its independent
discretion.

13. GENERAL STIPULATIONS:

13.1. The terms of this Agreement shall not be varied in any way, shape or form without the express approval
of the Seller/Vendor, and no such variation in the terms contained herein shall be valid unless the same
is executed in like form i.e. in writing and signed by the Parties hereto or their authorized representatives.

13.2. The Buyer/Vendee may not assign or transfer any of the rights accruing under this Agreement to any
thirdparty without the express written consent of the Seller/Vendor.

13.3. No concession or other indulgence granted by the Seller/Vendor to the Buyer/Vendee whether in respect
of time for payment or otherwise in regard to the terms and conditions of this Agreement shall be deemed
to be a waiver of its rights in terms of this Agreement.
13.4. Where the Buyer/Vendee is more than one person, those persons are jointly and severally liable in
respect of the obligations undertaken by them under this Agreement.

13.5. Each of the parties shall immediately upon being requested to do so, sign/execute all such documents in
connection with the transfer of title and generally as are necessary to give effect to this Agreement.

13.6. This Agreement together with Schedules constitute the entirety of the terms agreed between the parties
relating to the subject matter of this Agreement and supersedes all previous verbal or written agreements
and negotiations between the parties including but not limited to representations made in the marketing
material, sales brochures, models, photographs, videos, illustrations, and other such marketing material.

13.7. The Buyer/Vendee acknowledges that in agreeing to enter into this Agreement, the Buyer/Vendee has
not relied on any representations, warranties or other assurances made by or on behalf of the
Seller/Vendor before the signature of this Agreement except those set out in this Agreement.

13.8. The Buyer/Vendee may, subject to the prior written approval of the Seller/Vendor, and subject to any
policy considerations, by-laws or rules of the Master Developer, avail a mortgage or Islamic Shirkat-O-
Muzarbat to enable the Buyer/Vendee and successors-in-title to purchase the Unit.

14. COPIES OF THE AGREEMENT

The Parties have executed this Agreement executed in two (2) originals signed by both Parties and
equally distributed between them. The Schedules attached hereto and stamped and signed shall be
deemed an integral part of this Agreement.
15. DEFAULT AND TERMINATION/CANCELLATION

15.1. If the Buyer/Vendee:

A) Cancels or withdraws from this Agreement; or

B) Is insolvent or is under the process of liquidation; or

C) Defaults or fails to abide by the payment schedule agreed to and contained herein above, or fails
to fulfill on the due date, any of the terms and conditions of this Agreement, then:

The Seller/Vendor shall give the Buyer/Vendee at most one instance of a thirty (30) days’ notice in writing
calling on the Buyer/Vendee to remedy such default and if the Buyer/Vendee fails to comply with such
notice then the Seller/Vendor shall be entitled, without further notice and without prejudice to any other

P a g e | 10
Buyer’s Initial: ____________________
 remedies accruing under this Agreement or rights arising from any law
for the timbering in force, to:

I. Terminate this Agreement and cancel the allotment of the Buyer; and

II. Reserve the rights to re-allot/re-sell any unit deemed surrendered by defaulting Buyer or whose
allotment has been canceled due to nonpayment of dues to any other applicant or person as per the
stipulations of this agreement and defaulting Buyer shall have no right on the unit whatsoever.
Insofar, the decision of the management in this regard shall be final.

III. To claim, at the option of the Seller, compensation in an amount of not less than Twenty-five (25)
percent of the total Purchase Price as pre-estimated liquidated damages, which the Buyer expressly
agrees is a true and reasonable pre-estimate of the losses and damages that will be suffered by the
Seller as a result of the Buyer’s default; and/or

15.2. In case of termination of this Agreement, the Buyer/Vendee shall surrender all original documents,
acknowledgements of receipt and any other correspondence under the Agreement, including without
limitation the Agreement itself.

15.3. Notwithstanding the provisions of Clause 15.1 (III) above, to retain and take into account all payments
previously made by the Buyer subject to at least Twenty-five percent (25%) on account of the Purchase
Price up to the date of termination to the extent necessary to meet the Seller’s claim for damages and
compensation referred to in Clause 15.1 (III) above, it being understood by the Buyer that if the amounts
so paid on account are insufficient to meet the Seller’s claim for compensation, the Buyer shall remain
liable to pay the short fall on demand. The Buyer further agrees and undertakes to make such payment
to the Seller within thirty (30) days of the Seller’s notice of termination.

15.4. In the event of cancellation of the Allotment of the Buyer by the Seller, all payments made up till the date
of cancellation shall be refunded by the Seller in Pakistani Rupees (PKR) after a period of one year from
the date of cancellation. The refund shall, however, be subject to a deduction of Twenty-five percent
(25%) of the amount so received till the date of cancellation. The return of the said amount by the Buyer
to the Seller, shall be without any profit, interest, or mark-up. Moreover, any amount or sums paid
towards processing fees shall be non-refundable.

16. EFFECTIVE DATE

This Agreement shall be effective and binding upon the parties from the date first above appearing.
Unless terminated earlier pursuant to the provisions of Clause 15, this Agreement shall survive the
Completion Date insofar as any rights and obligations contained herein are of continuing effect.
17. MANAGING AGENT

17.1. The Seller/Vendor shall have the power from time to time to appoint in terms of a written contract, a
Property Manager to control, manage, maintain and administer the PROJECT and Common Use
Facilities or any aspect thereof and exercise such powers and duties as may have been entrusted to the
Managing Agent, including power to collect Service Charges, Property Management Charges, Franchise
Charges, and other facility charges including those independent from the Master Developer. Any default
or delay in payment of such Service Charges shall fall within the framework of the default clauses
pursuant to clause 15.1 and may result in the termination of common use facilities, access, or any other
building and project provisions.

17.2. Apart from Master Developer fees and taxes levied on individual ownership and income from respective
Units, The Property Manager may club CAM, property management charges, facilities maintenance and
expenses, facility related taxes, facilities fees and expenses, and other operational Project expenses
under an individual or set of individual property management and facilities charge so as to more
efficiently and appropriately manage the Project for the collective benefit for all Owners and Tenants of
the Project.

18. UTILITIES

18.1. Every Unit, whether residential or commercial; and by extension its Owner or occupier, shall be
responsible the payment of all fees and charges pertaining to maintenance and utilities utilized within the

P a g e | 11
Buyer’s Initial: ____________________
 Unit, including (but not limited to) water, electricity, gas, chilled water,
telecommunications and any other Utilities required in connection with
his/her Unit, and neither the Seller nor the Property Manager shall be
responsible for any default on the part of any Owner or occupier in payment for
the same.

18.2. Each Owner of a Unit delegates onto the Property Manager, the decision to acquire facilities from the
Master Developer or other providers to ensure continual satisfaction of standards of Grand Orchard
including, but not limited to, Security, Maintenance, Beautification etc. with the Owner bearing their share
of the expenses whose divisibility is and will be decided solely by the Property Manager.

18.3. No advertisements or publicity material shall be displayed on the Common Use Facilities, Plot or Unit
without the prior explicit written permission of the Seller/Vendor and that too only upon the terms and
conditions contained in such consent.

18.4. Neither the Master Community nor the Seller shall be liable for any injury or loss or damage of any
description which any Owner or Occupier may sustain, physically or to his or their property, directly or
indirectly, in respect of Common Use Facilities or in the Plot or Units by reason of any defect in the
Common Use Facilities, its amenities or in the Units or for any act done or for any neglect on the part of
the Master Community or the Seller, any of their employees, servants, agents or contractors which could
not reasonably be foreseen or anticipated by the Seller. The above rules are equally binding upon any or
all Occupiers and Owners shall procure that their Occupiers are aware of and comply with them.

19. FORCE MAJEURE

Neither party shall be considered to be in default or breach of an obligation under this Agreement if
performance of the obligation is prevented or delayed by any Force Majeure Event, or any cause beyond
the reasonable control of the Parties to this agreement provided that the affected Party gives to the other
Party a written notice within thirty (30) days of such an event indicating such circumstances. However, an
event of Force Majeure shall not excuse a failure by a party to make a payment as and when it falls due.
A “Force Majeure” is any event or circumstance (or a combination of events and circumstances) which is
beyond the reasonable control of the affected party including (but not) limited to strikes, lockouts, fires,
contamination, natural disasters, acts of God, war, terrorism, and other hostilities, invasion, sabotage,
public disorders, and any action by or inaction of a Government or Governmental or juridical authority or
similar body, the Master Developer or due to restrictions imposed by the Master Developer or
Government. The time for performance of any obligation of either party delayed by Force Majeure shall
be extended accordingly.

20. CONFIDENTIALITY

The Parties agree that either Party will not directly or indirectly in any capacity make use or disclose or
permit to be disclosed to any other person (except as may be necessary to comply with any statutory
obligation or order of any court or statutory tribunal) any confidential information relating to or belonging
to the other Party which comes into its possession directly or indirectly as a consequence of this
Agreement. For the sake of clarity, confidential information shall include but not be restricted to inter-alia
matters of technical or financial nature, financial position and sources of both Parties including, but not
limited to, the sale consideration agreed between the parties and any concessions granted by the Seller
in favor of the Buyer/Vendee, or any information relating to the Services Agreement.

21. REPRESENTATION

21.1. The Buyer/Vendee understands that the figures, descriptions, pictures, layouts, and other details
pertaining to the Project and references to conditions necessary for transfer, use and occupation of the
Unit are indicative and are given in good faith by the Seller/Vendor and the Master Developer and are
believe to be correct as on the date of this Agreement. Such information may change from time to time in
accordance with the final design of the PROJECT and planning permissions and such information may
be subject to change by the Seller/Vendor and the Master Developer without notice to the Buyer/Vendee.
The Buyer/Vendee acknowledges and agrees that the Seller/Vendor and/or the Master Developer may
from time to time in its sole discretion or as required by any competent authority change, vary, modify the
plans, contours, materials, finishes, equipment, fixtures, and specifications pertaining to the PROJECT
and master plan of the community, and the Property mentioned herein without notice to the
Buyer/Vendee. The Seller/Vendor makes no guarantee, representation or warranty in respect of the
information provided by the Master Developer and the Seller/Vendor accepts no liability as to its accuracy
or completeness. The Seller/Vendor or any of his respective officers, employees, representatives,

P a g e | 12
Buyer’s Initial: ____________________
 servants or agents (the "Relevant Parties") have no obligation or liability
whatsoever and howsoever arising to the Buyer/Vendee or any third party
arising from, out of, or in connection with this Agreement, the transaction
contemplated herein or attributable to any acts, errors, or omissions of the
Relevant Parties or any applicable Governmental or municipal authority.
None of the Relevant Parties has, or will be deemed to have, made or given any terms, conditions,
covenants, warranties, or representations, express or implied (whether statutory or otherwise), with
respect to this Agreement or the transaction contemplated herein.

21.2. The Buyer/Vendee considering the investment in the PROJECT has studied the documents, plans, the
Master Developer’s documentation and requirements for transfer and registration, Unit’s plans and
ongoing payment schedule.

21.3. The Buyer/Vendee acknowledges, understands and accepts that this Agreement and the terms contained
herein represent the complete understanding, offer and acceptance of the terms agreed between the
Parties, and any term, condition, representation, warranty made by any party or agent on behalf of the
Seller/Vendor which is not contained herein shall in no way be binding upon, or enforceable against, the
Seller/Vendor, and of no legal effect.
22. SEVERABILITY

22.1. If any provision of this Agreement becomes invalid, illegal or unenforceable, the Parties hereto shall, in
such event, mutually agree, in good faith on another substitute provision to replace the invalid, illegal or
unenforceable provision which shall, as nearly as possible, validly give effect to the intentions of the
Parties hereto, as expressed herein.

22.2. Provided that should any clause contained herein become invalid, illegal or unenforceable due to the
operation of any law for the time being in force, it shall have no bearing upon the validity of any of the
clauses contained within this Agreement as a whole or the Summarized Agreement as not so affected.

IN WITNESSES THEREOF the Parties above mentioned have signed this agreement in token of acceptance of
terms thereto in presence of the witness.
SIGNATURE:

____________________________ ___________________________
MR. Mr./Ms.
The Seller/Vendor The Buyer/Vendee

WITNESSES:

____________________________ ________________________
1. Name: 2. Name:

SCHEDULE-A

OWNER DETAILS

BUYER:

NAME: XXX
NATIONALITY: XXX
CNIC NO.: XXX

P a g e | 13
Buyer’s Initial: ____________________
 PRESENT ADDRESS: XXX
NOMINEE:

NAME: XXX
NATIONALITY: XXX
CNIC NO.: XXX
PRESENT ADDRESS: XXX
CONTACT:
MOBILE: XXX
E-MAIL: XXX
COMPLETION DATE: XXX
UNIT DETAILS: XXX
SALE AMOUNT XXX
XXX

That this Agreement consists of 16 pages, and I, XXX S/O XXX have read and understood the terms
contained herein, and my understanding as to the meaning and implication of the terms is clear and
unambiguous, and that this Agreement, along with all accompanying documents mentioned herein and
forming part hereof as the case may be, shall be read together as a composite document and I do hereby
agree to be bound by the same.

SIGNATURES:

____________________________ ____________________________
Mr. Mr./Ms.
The Seller/Vendor The Buyer/Vendee

WITNESSES

____________________________ ____________________________
1. Name: 2. Name:

SCHEDULE-B

PAYMENT SCHEDULE
ALONGWITH SPECIFICATION OF
PURCHASED UNIT BY BUYER/VENDEE

P a g e | 14
Buyer’s Initial: ____________________
 [Link]. INSTALLMENT DATE PERCENTAGE INSTALLMENT AMOUNT
%
1 DOWNPAYMENT 30%
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17 ON POSSESSION 10%
TOTAL 100% RS. X,XXX,XXX/-

UNIT NO. XX-XX-PR/SA

FLOOR:
RATE:
SIZE:
TYPE: XX-BED (SERVICED APARTMENT)
PROJECT: GRAND ORCHARD II

SIGNATURES:

____________________________ ____________________________
Mr. Mr./Ms.
The Seller/Vendor The Buyer/Vendee

P a g e | 15
Buyer’s Initial: ____________________
P a g e | 16
Buyer’s Initial: ____________________