1

THE LAW SOCIETY CONDITIONS OF SALE

THESE CONDITIONS ARE COPYRIGHT AND MAY
NOT BE REPRODUCED
1. Title
These conditions are known .is the Law Society
Conditions of Sale.
2. Interpretation
In these conditions, where the context so admits:

"completion" means completion of the purchase as provided for by condition

4:

"the contract" means the contract incorporating these conditions or any of

them by reference to them, and includes the particulars. Special Conditions
and sale plan referred to in the contract;

"completion date" means the date shown in the Special Conditions, failing
which either:

in respect of a controlled transaction, forty-two (42) days after receipt by the

vendor of consent to the transaction; or
in respect of a contract which is not a controlled transaction, forty-two (42)
days after the date of the contract;

"controlled transaction" has the meaning given to it in the Land Control

Act (Cap. 302);

"conveyance" includes an assignment, a lease or an underlease and, in

relation to land registered under the Registration of Titles Act (Cap. 281)
or the Registered Land Act (Cap- 300), the prescribed instrument of
transfer, and 'convey' has a corresponding meaning;

"deposit" means ten (10) per centum of the purchase money excluding
the price of movables, livestock, chattels, fillings and other separate items;

"interest" means the annual rate of interest specified in the Special

Conditions or, if none is so specified, two (2) percentage points above the
maximum rate of interest which; may be charged by specified banks for
loans or advances pursuant to Section 39 of the Central Bank of Kenya
Act (Cap. 491); provided that, if more than one maximum rate is so
specified, the lowest rate shall be applied;

"mortgage" includes charge;

"outgoings" means all rents, rates, taxes and other sums due to any
Government, municipal, township, local or other authority and the
premium paid on any policy of insurance transferred to the purchaser but
does not include any payment due under the Streets Adoption Act (Cap.
406) or any other charge of a capital nature payable under the Local
Government Act (Cap. 265);

"the parties" means the vendor and the purchaser;

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"the property" means the subject-matter of the sale;

"the purchase money” means the price agreed by the contract for the
purchase of the property and includes the agreed or the valued price of
movables, livestock, chattels, fittings, and other separate items. Where a
deposit has been paid, references to the purchase money mean the balance
thereof;

"purchaser's mortgagee" means any person in whose favour the

purchaser is proposing to create a mortgage over the property and whose
mortgage is intended to be registered contemporaneously with the
conveyance;

"vendor" and "purchaser" include persons deriving title under them

respectively;

"working day" means any day from Monday to Friday (inclusive) other
than:

any gazetted public holiday; and

any other day specified in a Special Condition as not a working day.

(2) Reference to any written law shall include any written law substituted
therefor or such law
as amended.

(3) Words importing the masculine gender include the feminine

and words importing the singular number include the plural and
vice versa.

(4) Where the last day for doing any act falls on any day other than
a working day such act may be done on the next following working
day.

(5) Where there are more purchasers than one of any property their
liabilities are joint and several.

3. Deposit
The purchaser shall, on or before entering into the contract, pay to
the vendor's advocate or the estate agent negotiating the sale on
behalf of the vendor as stakeholder such a sum as will, together
with any preliminary deposit paid to the vendor or such agent,
amount to ten (10) per centum of the purchase money (excluding
any separate price to be paid for movables, livestock, chattels,
fittings and other separate items). Such sum or sums shall be paid
either by banker's draft or by a cheque drawn upon an advocate's
client account. In the event that the draft or cheque is dishonoured
upon first presentation, the vendor shall have the right, exercisable
at any time prior to the completion date by notice in writing to the
purchaser, to elect to treat the dishonour as a repudiation of the
contract by the purchaser. Upon the giving of such notice, the
contract shall be null and void for all purposes.
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4. Completion
(1) Completion shall, unless otherwise agreed in writing between the
parties or their
advocates and the advocates for any mortgagee, take place at the office
of the vendor's advocate or, if required by the vendor at least five (5)
working days prior to the completion date, at the office of the vendor's
mortgagee or his advocate;

(2) Completion shall take place in manner set out hereunder. namely:

(a) Upon completion, the purchaser shall pay the purchase money to
the vendor's
advocate who shall hold the same as stakeholder until registration of
the conveyance. If registration of the conveyance shall not be
effected within thirty (30) days of completion, the vendor may,
without prejudice and in addition to any other right or remedy, give
notice to the purchaser requiring him to effect the registration of the
conveyance within such period (not being less than thirty (30) days
from the date of the notice) as may be specified in the notice. If the
conveyance shall not have been registered on or before the expiry of
the notice, the purchaser shall, within seven (7) days after such
expiry:

pay and release to the vendor unconditionally the whole of the

purchase price and all other sums payable under the contract;
or

treat the contract as rescinded whereupon the purchaser shall

return all documents delivered to him by the vendor against
repayment of any sums paid by way of deposit or otherwise
and the purchaser shall, at his own expense, procure the
cancellation of any entry relating to the contract in any
register.

Where the vendor has agreed that the whole or any part of the
purchase money shall not be paid upon completion hut shall be
secured by an undertaking from the purchaser's advocate or the
purchaser's mortgagee or his advocate, the relevant undertaking, in
form and substance satisfactory to the vendor, shall be delivered to
the vendor's advocate upon completion together with the payment
of any unsecured balance of the purchase money;

Where the provisions of paragraph (b) of this sub-condition apply,

registration of the conveyance and, if so required by the purchaser,
of any mortgage in favour of a purchaser's mortgagee shall be
undertaken by the vendor's advocate subject to the following
conditions:

upon completion, the documents referred to in paragraph (d) of this sub-

condition shall be produced for inspection by the purchaser's advocate and, if
applicable, the advocate for any purchaser's mortgagee;
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upon completion, the purchaser shall pay to the vendor's advocate a sum
sufficient to pay the stamp duty on the conveyance and any mortgage in
favour of a, purchaser's mortgagee and the registration fees for those
documents and shall deliver to the vendor's advocate an undertaking
addressed to the Collector of Stamp Duties in form and substance sufficient to
enable immediate registration of the conveyance pending any valuation
required by the Collector;

for the purposes of this paragraph, the expression "registration" shall, where
the purchaser is a company incorporated under the Companies Act (Cap. 486)
or a co-operative society registered as a registered society under the Co-
operative Societies Act (Cap. 490), in the case of any mortgage include
registration of such mortgage in; accordance with the provisions of the
Companies Act or (as the case may be) of the Co-operative Societies Act.

Against payment or deliver)' (as the case may be) in accordance with
paragraph (a) or (b) above, the vendor shall deliver or, where paragraph (c)
applies, produce for inspection to the purchaser's advocate and, if so required
by the purchaser, the advocate, for the purchaser's mortgagee the duly
executed conveyance and all necessary discharges of encumbrances, consents
and clearance certificates together with, if required by the purchaser, a duly
completed Stamp Duty Valuation Form.

Upon registration of the conveyance, the party responsible for registration

shall give written notice within seven (7) days to the other party whereupon:

where paragraph (a) applies, the purchase money shall be released to the
vendor;

where paragraph (b) applies, the title deeds to the property and the
conveyance shall be delivered to the purchaser or his mortgagee against
compliance with the undertaking referred to in that paragraph
.

(3) The vendor shall not be obliged to accept

payment of any money due on completion or in
fulfilment of an undertaking other than by one or
more of the following methods:
legal tender;

a banker's draft drawn by and upon a bank registered under the

Banking Act (Cap. 488);

an unconditional authority to release any deposit held by a

stakeholder;

(d) otherwise as the vendor shall have agreed before

completion.

(4) If the parties agree that completion shall be

effected through the post, completion shall take
place when:

the money due on completion is paid to the vendor; and

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(b) the vendor's advocate holds to the order of

the purchaser all the documents, to which the
purchaser is entitled on completion,

For the purposes of this condition, money is paid when the vendor or,
as the case may be, the vendor's advocate receives payment by a
method specified in sub-condition (3). Where the parties have
agreed, upon a direct credit to a bank account at a specified branch,
payment is made when that branch receives the credit.

This sub-condition applies if the money due on completion is not paid by

such time on the day of completion as is specified in the Special Conditions
or, if none is so specified, by 2.30 p.m. on that day.

For the purposes of condition 8 only, completion shall be deemed to be

postponed by reason of the purchasers delay from the day of completion
until, the next working day.

The purchaser shall not, as a result of the deemed postponement of

completion, be, liable to make any payment of interest to the vendor unless
the vendor gives him notice claiming such payment within five (5) working
days after completion (as to which period, time shall be of the essence of
the contract). Payment of interest so demanded shall be due five (5)
working days after receipt of such notice.

This sub-condition applies unless a Special Condition provides that time is

of the essence in respect of the completion date:

(a)In this condition "completion notice" means a notice served in

accordance with this sub-condition:-.

(b) If the sale shall not be completed on the completion date, either
party (being then
himself ready, able and willing to complete) may after that date
serve on the other party notice to complete the transaction in
accordance with this sub-condition. A party shall be deemed to be
ready, able and willing to complete:

If he could be so but for some default or omission of the other party;

notwithstanding that any mortgage on the property is unredeemed when the

completion notice is, served, if the aggregate of all sums necessary to redeem
all such mortgages (to the extent that they relate to the property) does not
exceed the sum payable on completion

(c) Upon service of a completion notice it shall become a term of the

contract that the transaction shall be completed within twenty-one (21)
days of service and, in respect of such period, time shall be of the
essence of the contract.

(d) If the purchaser does not comply with a completion notice:

(i) the purchaser shall forthwith return all documents delivered to

him by the vendor and at his own expense, procure the cancellation
of any entry relating to the contract in any register;
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(ii) without prejudice to any other rights or remedies available to

him, the vendor may forfeit and retain any deposit paid and/or
resell the property by auction, tender or private treaty
.
(e) If on any such re-sale contracted within six (6) months after [he
completion date the vendor incurs a loss, the purchaser shall pay to
the vendor liquidated damages. The amount payable shall be the
aggregate of such loss, all costs and expenses reasonably incurred
in any such re-sale and any attempted re-sale and interest at the
contract rate on such part of the purchase money as is from time to
time outstanding (giving credit for the amount of the forfeited
deposit (if any) and for all sums received under any re-sale contract
on account of the re-sale price) after the completion date;

(f) if the vendor does not comply with a completion notice, the
purchaser, without
prejudice to any other rights or remedies available to him may give
notice to the vendor forthwith to pay to the purchaser any sums
paid by way of deposit or otherwise under the contract and interest
on such sums at the contract rate from four (4) working days after
service of the notice until payment. On

compliance with such notice, the purchaser shall not be entitled to

specific performance of the contract but shall forthwith return all
documents delivered to him by the vendor and, at the expense of
the vendor, procure the cancellation of any entry relating to the
contract in any register;

(g) Where, after service of a completion notice, the time for

completion shall have been extended by agreement or implication,
either party may again invoke the provisions of this condition
which shall then take effect with the substitution often “ten (10)
days" for "twenty-one (21) days" in paragraph (c) of this sub-c
ondition.

5. Possession

Save as provided in Condition 6, the purchaser shall not be entitled

to possession of the property until he has paid or (as the case may
be) unconditionally authorised the release of the whole of the
purchase money to the vendor.

6. Possession Before completion

Where the purchaser takes possession of the property before completion
other than under a lease or tenancy entered into before the contract, the
purchaser occupies the property as licensee of the vendor and not as tenant
and the taking of possession is not an acceptance of the vendor's title or a
waiver of the purchaser's right to make requisitions or objections to title;
From the date of taking possession until either completion or until the
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vendor retakes possession the purchaser shall:

keep the property in as good a state of repair and condition as it was in

when he took possession; and

farm the property in a good and husband like manner; and

pay all rates, rents, taxes, costs of insurance and repairs and other outgoings
in respect of the property; and

) be entitled to the rents and profits as if the completion date had arrived;
and

pay interest on the purchase-money; and

not agree to lease, charge, mortgage or part with possession of the property
or any part thereof without the prior consent of the vendor.

(3) If the contract becomes void or is rescinded, the purchaser shall:

(a) forthwith deliver up possession of the properly to the
vendor; and

(b) apply any insurance money received by him in respect of

the property in making good any loss or damage to the
property .or otherwise account for the same to the satisfaction
of the vendor.

(4) Where the purchaser is a lessee or tenant, the contract does not
determine or affect the lease or tenancy.

7. Apportionment

(1) In this Condition:

(a) "the apportionment day" means: ' ;

if the property is sold with vacant possession of the
whole, the day completion takes place or, where the
purchaser has taken possession prior to that date, the
date of possession;

in any other case, the completion date.

(b) "payment period" means one of the periods for which a sum
payable periodically is payable, whether or not such periods are of equal
length.

(2) On completion the income and outgoings of the property shall, subject to
paragraph (3) of this sub-condition and any adjustment required by condition
6, be apportioned as at the apportionment day
.
(3) For the purposes of apportionment only, it shall be assumed:
(a) that the vendor remains the owner of the property until the end of
the apportionment day; and

(b) that the sum to be apportioned:

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(i) accrues from day to day;

(ii) is payable throughout the relevant period at the same rate

as on the apportionment day.

(4) Sums payable periodically shall be apportioned by charging or

allowing:

(a) for any payment period entirely attributable to one party, the
whole of the instalment therefor:

(b) for any part of a payment period, a proportion on an annual basis.

(5) A sum shall not be apportioned if:

(a) the purchaser cannot, by virtue only of becoming the owner of the
property, either enforce payment of it or be obliged to pay it; or

(b) .it is an outgoing paid in advance, unless the vendor cannot obtain
repayment and the purchaser benefits therefrom or is given credit
therefor against a sum that would Otherwise be his liability.

(6) (a) This sub-condition applies, where the property is leasehold, to

any sum due under the lease by the tenant to the landlord or vice
versa in respect of any period falling wholly or partly prior to the
apportionment day, the amount of which is not notified by the
landlord to either party before the completion date;

(b) A sum to which this sub-condition applies shall forthwith upon

such notification be apportioned as if it had been so notified before
completion, and thereupon the vendor shall make any appropriate
payment to the purchaser or vice versa.

(7) The balance found due on apportionment shall be paid by or allowed to

the purchaser upon completion.

(8) Where at the completion date a new rate has not been imposed the rate is
deemed to be the same as the previous rate and the purchaser shall have no
claim on the vendor if the rate imposed after the completion date exceeds the
previous rate. ..

8. Interest on Purchase Money

(1) Subject to sub-condition (2) hereof, where completion is delayed

beyond the completion date by an act or default of the vendor or his
mortgagee no interest is payable on the purchase money.

(2) (a) Where completion is delayed beyond the completion date by

an act or default of the vendor or his mortgagee, the purchaser
may deposit the purchase money upon seven (7) days call at
any bunk in the town where the office of the vendor's advocate
is situated and give to the vendor notice in writing of such
deposit.
.
(b) From the date of receipt by the vendor of notice under
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paragraph (a) hereof, the vendor is bound to accept the interest

allowed on the deposit unless and until completion is further
delayed by an act or default of the purchaser and the purchaser
is entitled to the rents and profits and is liable for the
outgoings.

(c) In lieu of his remedies under paragraphs (a) and (b) hereof, the
purchaser may give to the vendor notice in writing of the out-
of-pocket expenses he is suffering by reason of the delay in
completion.

(d) The vendor may offer to allow the purchaser

possession before completion in which case any
notice under paragraph (c) hereof shall be of no
effect.

(e) In every other case, the purchaser shall be allowed

by the vendor on completion such out-of pocket
expenses or proportion thereof (not exceeding those
claimed in the notice) as are reasonable considering
the nature of the property, the extent of the delay
and the nature of the expenses claimed and any other
circumstances affecting the claim whether or not of
the same nature as the foregoing
.
(3) Where the completion is, for any reason whatsoever, other than the
default of the vendor or his mortgagee, delayed beyond the completion date,
the purchaser shall, subject as is hereinafter otherwise provided, pay to the
vendor on completion interest on the balance of the purchase money
computed front the completion date until the date of payment of the
purchase money in full (both dates inclusive) provided however that, where
any portion of the purchase money is secured by an undertaking under the
provisions of condition 4(2)(b), interest on the secured balance shall only be
payable from the earlier of the following dates, namely:

(a) a date seven (7) days after successful registration of the

conveyance; or

(b) a date thirty (30) days after the completion date.

(4) If any payment provided for in the Special Conditions is not

paid on the date agreed, on completion the purchaser shall pay to
the vendor interest on such payment from the date agreed until
actual payment.

9. Abstract of Title

(1) Within fourteen (14) days of the date of the contract, the vendor shall
deliver to the purchaser either the title deeds or copies of the title
deeds to the property or an abstract of the title to the property
.
(2) Where the title deeds are forwarded to an advocate they are held by
him until their return or until completion on his professional
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undertaking to hold them to the order of the vendor returnable on

demand and on his undertaking not to make any use of them other
than for the purposes of investigating title and preparing the
conveyance.

(3) The purchaser may, by notice in writing, require the vendor to

produce to him copies of any title deeds or deed plan which are
necessary to complete the vendor's title or properly to identify the
property.

(4) Where the original deeds have not been forwarded, they shall be
handed to the purchaser on completion.

10. Objections and Requisitions

(1) Within fourteen (14) days after delivery to him of the

abstract, title deeds or copies, the purchaser may give the vendor
notice in writing of any objection to or requisition on:
title or evidence of title; or

the description of the property; or

the abstract; or

the contract, as regard matters not therein specifically provided for;

Subject to any objection or requisition, the purchaser is deemed to

accept the vendor's title.

(2) No objection or requisition may be made subsequently unless it could

not have been made on the information supplied by the vendor.

(3)All objections and requisitions shall be answered in writing within

fourteen (14) days after receipt and, if not so answered, are deemed to
be correct

(4) Time is of the essence of this Condition.

11. Rescission

(1) Where a purchaser makes an objection or a requisition under

Condition 10 with which the vendor is unable to comply or with which he
is unwilling to comply on reasonable grounds of difficulty, delay or
unreasonable expense, the. vendor may give to .the purchaser written
notice referring to this Condition, specifying his grounds and requesting
withdrawal of the objection or requisition within a specified period being
not less than seven (7) days.

(2) If the purchaser fails to withdraw the objection or requisition within

the period specified by the notice, the vendor may by notice in writing to
the purchaser rescind the contract.

(3) On rescission the vendor shall repay to the purchaser his deposit and
any payment of purchase price without interest and the purchaser shall
return to the vendor all papers belonging to the vendor.
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(4) The purchaser has no claim against the vendor for costs, compensation
or otherwise.

(5) Where the contract becomes void under any law the provisions of sub-
conditions (3) and (4) apply.

12. Leaseholds

Where the property is leasehold:

(1) The title shall commence with the lease or underlease creating the interest
sold.

(2) The purchaser is deemed to have notice of the contents of the lease or
underlease creating the interest sold and the sale is not affected by any
partial, incomplete or inaccurate statement in the contract with reference
to the contents of the lease or underlease.

(3) Where the interest sold is created by an underlease, the purchaser may
require the vendor to supply a copy or a certified copy of the immediately
superior lease at the purchaser's expense.

(4) The purchaser may make no objection on the grounds that the covenants
and
conditions in the underlease do not in all respects correspond with those
in the superior lease so long as the provisions of the underlease
substantially give effect to the provisions of the superior lease.
-(

(5) Where the lease or underlease is subject to a restriction against assignment

without consent:

(a) immediately after the signing of the contract, the vendor

shall, at his own cost, apply for and endeavour to obtain the
necessary consent; and

the purchaser shall perform any condition reasonably required by the

reversioner before granting the consent in order to show that the purchaser
will be a satisfactory tenant ;and

if the consent is refused or if the vendor is unable to obtain the consent within
three (3) month's from the date of the contract, either party may rescind the
contract by notice in writing to the other party; and

on rescission, the provisions of Condition 11(3) and (4) apply.

(6) The vendor does not give any covenant which would make him liable
to the purchaser for a subsisting breach of any covenant concerning the state
or condition of the property of which state or condition the purchaser has
notice under Condition 14.

13. Freeholds
.
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Where the title is freehold and held under the Registration of Titles Act,
the Registered Land Act or under the Land Titles Act, title shall be shown
either to the Certificate of Title or to the Grant and, in all other cases, title
shall be shown to the original conveyance under the Government Lands
Act 1902 or the Government Lands Act (Cap.280).

14. Identity and Conditions of Property

(1) At the purchaser's request, the vendor shall point out to him the
survey beacons delimiting the property.

(2) Any beacon found to be missing or misplaced on inspection shall be

replaced at the expense of the vendor but the fact that a beacon is
missing or misplaced is not a ground either for rescission of the
contract or for delay in its completion.

(3) Where the beacon has not been replaced on completion, the purchaser
may deduct from the purchase money either the cost estimated by a
licensed surveyor of its replace cement or, if no estimate has been made
Kshs. 2,000 in respect of each missing or misplaced beacon.

(4) No claim may be made by the purchaser in respect of any beacon

found to be missing or misplaced after completion.

(5) Subject*to this Condition and after he has had an opportunity of

inspecting the property, the purchaser has notice of the identity of the
property and of its actual state and condition and he takes it subject to
such stale and condition

15. Easements, Liabilities, etc.

(1) Before contract the vendor must disclose to the purchaser the existence of
all rights, privileges, latent easements or other liabilities which are known by
him to affect the property and all present and contingent liabilities in respect
of road and sewerage charges in respect of which liability is to be borne by
the purchaser.

(2) The property is to be conveyed with the benefit of and subject to

liability for all matters. revealed under sub-condition (1) hereof.

(3) Where, before completion, the purchaser discovers any matter which
should have been disclosed to him under sub - condition (1) hereof and has
not been so disclosed, he may by notice in writing to the vendor rescind the
contract whereupon the provisions of Condition 11(3) and (4) apply.

16. Consents, etc.

(1) The property is sold subject to all necessary consents being obtained.
The vendor is responsible for obtaining all consents and the purchaser shall,
where necessary. join in making any application.
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(2) The vendor is responsible for obtaining the discharge of any

encumbrance to which the property is not sold subject.

17. Subdivision

Where the sale requires the subdivision of any property, immediately on

the signing of the contract, the vendor shall at his own expense:

(1) apply for approval to the subdivision; and

(2) cause a survey to be carried out and deed plans issued by the Director
of Surveys; and

(3) where the title is registered under the Registered Lund Act, cause
mutation or
subdivision forms to be prepared and a separate register for the property
to be opened in accordance with section 25 (2) of the Registered Land
Act.

18. Misdescription and Compensation

(1) No compensation is payable nor may the contract be rescinded in

respect of any description, measurement or quantity which is substantially
correct nor in respect of any matter of which the purchaser has notice
under sub-conditions 12(2), 14(5) or 20(1).

(2) Subject to sub-condition (1) where any misdescription, error, omission

or mis-statement in the contract is pointed out before completion, the
purchaser may either:

(a) rescind the contract by notice in writing to the vendor to be given

within fourteen (14) days of the discovery of the misdescription,
error, omission or mis-statement in which case the provisions of
Condition 11(3) and (4) apply; or

(b) by notice in writing to the vendor, require the payment or

allowance of compensation.

(3) Where the compensation under sub-condition (2) hereof cannot be

agreed between the parties, it shall be referred to a sole arbitrator agreed
between the parties or in default of agreement appointed by the Chairman
or the Vice-Chairman of the Law Society of Kenya.

(4) Notwithstanding the foregoing provisions of this Condition, Where

the property differs substantially from the property agreed to be sold and
purchased, the purchaser cannot compel the vendor to convey if the
vendor would be prejudiced thereby.

19. Local and other Authorities' Requirements

(1) Where, before the date of the contract, the vendor had notice of any
requirement, proposal or request (whether or not subject to confirmation by
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any court or authority) made by or on behalf of any local or public authority,

compliance with which would involve the expenditure of money on the
property, the vendor shall indemnify the purchaser against all liability in
respect thereof and, if any liability is outstanding on completion, the vendor
shall covenant for indemnity in the conveyance.

(2) Where, after the date of the contract, notice of any such requirement,
proposal or request is given to the vendor, he shall forthwith give notice in
writing thereof to the purchaser.

(3) The purchaser will indemnify the vendor against liability in respect
of any requirement, proposal or request of which he has received notice under
sub-condition (2) hereof and will on completion pay to the vendor all sums
which the vendor has had to pay in respect thereof together with interest
thereon.

(4) Where, before the date of the contract, the vendor had notice of:

(a) any closing order, demolition order or clearance order under any law
relating to housing and affecting the property; or

(b) any management order under the Agriculture Act (Cap. 318) affecting the
property; or

(c) any notice of proposed compulsory acquisition of the property or any part
thereof; the purchaser may, by notice in writing to the vendor, rescind the
contract and the provisions of Condition 11 (3) and-(4) apply

20. Tenancies

(1) Where the property is subject to any lease or tenancy, the purchaser
takes subject to the terms of the lease or tenancy and the sale is not
affected by any partial, incomplete or inaccurate statement in the contract
with reference thereto. No objection may be made on account of the
absence of agreement in writing with any tenant and the purchaser shall
accept such evidence of the nature of the tenancy as the vendor is able to
supply.

(2) Where the property is leasehold, no objection may be made on

account of any discrepancy between the covenants by the tenant in any
tenancy agreement or underlease and the lessee's covenants in the lease
under which the property is held, unless such discrepancy may give rise
to a forfeiture of the lease.

21. Laws affecting the property

(1) Where the property is or has been affected by the Rent Restriction Act
(Cap. 296), the Landlord and Tenant (Shops, Hotels and Catering
Establishments) Act (Cap. 301) or any other law or by any proceedings taken
under such laws limiting or controlling the rent or other terms of any tenancy
of the property, within fourteen (14) days of being given notice in writing by
the purchaser, the vendor shall give to the purchaser all such information as
the vendor has concerning the recoverable rent of the property and concerning
the compliance with any obligation imposed by the said laws or by any
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proceedings taken thereunder and affecting the property.

(2) The vendor will indemnify the purchaser against claims arising out of any
tenancy in respect of the period prior to the completion date and the purchaser
will indemnify the vendor against claims arising out of any tenancy in respect
of the period after the completion date.

22. Tax-Claims and Liabilities

The vendor shall, at the request and cost of the purchaser, supply him
with all information in the vendor's possession and reasonably required
for the purposes of claiming any tax relief or allowance or for
ascertaining the purchaser's liability to tax in respect of:

(1) money spent on the property by the vendor or any predecessor in title; or

(2) any Government or other subsidy or grant received by the vendor or any
predecessor in title; or

(3) any tax allowance made to or balancing charge raised against the vendor
or any predecessor in title; or

(4) the previous ownership or user of the property.

23. Insurance

(1) The vendor is under a duty to keep the property insured against
damage or destruction until completion or until possession is given to
the purchaser before completion.

(2) If the property is damaged or destroyed while the vendor is in breach

of his duty under sub-condition (1) hereof, the purchaser may either
claim from the vendor on completion the amount of the loss suffered by
him or may rescind the contract in which case the provisions of
Condition 11 (3) and (4) apply.

(3) Damage to or destruction of the property while it is insured is no

ground for the rescission of the contract.

24. Conveyance

(1) The conveyance shall be prepared by the purchaser and

delivered to the vendor for perusal and approval not less than
Fourteen (14) days before the completion date.

(2) The engrossment of the conveyance for execution shall be delivered

to the vendor within seven (7) days of its agreement. .

(3) Delivery of a draft or of an engrossment of a conveyance does not

waive an outstanding requisition.

(4) Where the sale is to be carried out by a lease or an underlease, the

vendor may furnish a form of lease or underlease from which the draft
can be prepared and may charge a reasonable fee not exceeding shs.
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500.

(5) On payment of the purchase money, the vendor will execute a

proper conveyance of the property to the purchaser and will deliver to
the purchaser a rates clearance certificate and, where applicable, a land
rent certificate in respect or the property valid for a period expiring not
earlier than the completion date.

(6) Where the vendor so requests, the purchaser shall execute the
conveyance in duplicate. The duplicate shall be stamped together with
the original and shall be delivered to the vendor after registration.

25. Restrictive and other Covenants

Where the contract provides that any restrictive or other covenant

be imposed on the property or any part thereof, the purchaser shall
covenant with the vendor in the conveyance that the purchaser and
persons deriving title under him will observe and perform the
covenant for the benefit of the property for which the covenant is
made.

26. Sales by Instalments

(1) Where the contract provides for the payment of the purchase money by
instalments, if the purchaser fails to pay any instalment on the day oh
which it becomes due, the whole of the balance of the purchase money then
unpaid becomes immediately payable.

(2) The purchaser may at any time give to the vendor notice in writing of
his intention to pre-pay the balance of the purchase money and all interest
to the date of payment. Any such notice once given shall be irrevocable.

(3) Notice under sub-condition (2) hereof shall be of not less than fourteen
(14) days expiring on a day fixed by the contract for the payment of an
instalment.

(4) The purchaser may, at any time, require the vendor to convey the
property to him upon his executing a legal mortgage in favour of the
vendor securing payment of the balance of the purchase money and
interest thereon.

(5) The legal mortgage shall be in the form required by the vendor.

27. Continuance of Conditions after Conveyance

(1) Any General or Special Condition to which effect is not given by the
conveyance and which is capable of taking effect after completion
remains in full force and effect after completion.
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(2) Where the conveyance does not give full force and effect to the General
or Special Conditions of this contract, either party may apply to the court
for the rectification of the conveyance.
28. Notices

(1) Any notice required or authorised by law or by the contract to be given to

any person is effectively given if:

(a) it is served personally on- that person; or

(b) it is delivered to his advocate; or

(c) it is sent by registered post, telex or facsimile transmission to his advocate

or to his last known address.

(2) Any notice posted is deemed to have been received four (4) days after its
posting. Any notice sent by telex or facsimile transmission is deemed to
have been received at the time of transmission.

(3) Notice given to one purchase is notice to all joint purchasers.

29. Payments

All payments shall be made in immediately available funds without

deduction or set-off and free of exchange, bank commission and other
charges.

30. Legal Costs

The parties shall pay the legal charges of their own advocates of and
incidental to the preparation and completion of the contract and of the
conveyance but all legal charges of both parties of and incidental to the
preparation and completion of any mortgage and all stamp duties registration
fees and search fees shall be paid by the purchaser.

Law Society of Kenya

1989