AGREEMENT TO SELL (IQRARNAMA)

Made at __________ on __________

1. The parties

The Seller

• Name: __________
• Son / daughter / wife of: __________
• Address: __________
• PAN: __________
• Signing as: __________
• Income-tax residence: __________

The Buyer

• Name: __________
• Son / daughter / wife of: __________
• Address: __________
• PAN: __________

1.1 "the Seller" means every person named above as a seller. Where there is more than one, their promises and obligations under this agreement are joint and several — each of them answers for the whole of them. "the Buyer" means every person named above as a buyer, on the same footing.

1.2 The Seller and the Buyer are together called "the parties".

1.3 The Seller confirms that the persons named above are all of the owners of the Property and that no other person holds any share, right or interest in it. If any other person turns out to have an interest, the Seller will obtain that person's signature on this agreement and on the Sale Deed at the Seller's own cost, and failing that the Seller is in default under Clause 16.

2. The Property

2.1 The Seller agrees to sell, and the Buyer agrees to buy, the property described in the Schedule at the end of this agreement ("the Property"). The Schedule is part of this agreement.

2.2 The Property is a __________, admeasuring __________, situated in __________.

2.3 The sale includes everything that goes with the Property in law — the land or the undivided proportionate share in the land, the structure, everything permanently attached to it, the car parking space where one is described in the Schedule, the existing electricity and water connections, and the Property's share in the common areas and facilities — unless this agreement says otherwise in writing.

2.4 The Property is at present: __________.

2.5 The Sale Deed will be presented for registration at: __________.

3. How the Seller owns the Property

3.1 The Seller derives title as follows:

__________

3.2 The Seller has given the Buyer copies of the documents referred to above and will produce the originals for inspection whenever the Buyer asks, as Section 55(1)(b) of the Transfer of Property Act, 1882 requires.

3.3 The Buyer has made, or will make, its own enquiry into the title. For a property in Punjab that means a fard of the current jamabandi and the earlier jamabandis for the revenue estate, the register of mutations, and a non-encumbrance certificate from the Sub-Registrar; for a property in Chandigarh it means the allotment letter, the conveyance or lease deed, and the Estate Office record, or for a Board tenement the Chandigarh Housing Board's own allotment file, because in Chandigarh the file of the Estate Officer or of the Board is the title record and there is no jamabandi for sector property. Nothing in this clause cuts down the promises the Seller makes in Clause 7. The Buyer's own search does not excuse an untrue promise by the Seller.

4. What this agreement is, and what it is not

4.1 This is an agreement to sell — an iqrarnama. It is a contract that a sale of the Property shall take place on the terms written here.

4.2 It does not transfer ownership of the Property to the Buyer. Section 54 of the Transfer of Property Act, 1882 says in terms that a contract for the sale of immovable property "does not, of itself, create any interest in or charge on such property". Ownership will pass only when the Sale Deed is executed by the Seller and registered under the Registration Act, 1908. Until that happens the Seller remains the owner, and what the Buyer holds is a contractual right — the right to have this agreement performed, which Section 10 of the Specific Relief Act, 1963 allows the Buyer to enforce.

4.3 So neither party should treat this document as a bainama or a registry. It is the step before them. Until the Sale Deed is registered the Buyer must not build on, mortgage, let, alter or advertise the Property as its own.

4.4 This agreement is not a power of attorney, not a will and not a possession letter, and it is not to be used with any of them as a substitute for a sale. In Suraj Lamp and Industries Pvt Ltd v State of Haryana (2012) 1 SCC 656 the Supreme Court held that a transfer by way of an agreement to sell coupled with a general power of attorney and a will does not convey title. Only a registered Sale Deed does.

4.5 Paying bayana does not put the Buyer on the record either. In Punjab the record changes only when the Circle Revenue Officer sanctions the mutation that follows the registered deed; in Chandigarh it changes only when the Estate Office or the Chandigarh Housing Board records the transfer. Clause 11 deals with both.

5. The price and how it is to be paid

5.1 The total price for the Property ("the Price") is __________. This is the whole consideration; nothing further is payable by the Buyer to the Seller for the Property or for anything included in it under Clause 2.3.

5.2 Earnest money (bayana). The Seller acknowledges having received __________ from the Buyer as earnest money, by Bank transfer (NEFT, RTGS, IMPS or UPI). It is part payment of the Price and it is also the Buyer's stake in the bargain. What becomes of it if either side backs out is set out in Clauses 15 and 16.

5.3 The rest of the Price is payable as follows:

__________

5.4 The balance at registration. __________ of the Price is payable at the time the Sale Deed is registered, and not before. The Seller will hand over the original title documents, the keys and vacant possession of the Property against that payment, at the office named in Clause 2.5.

5.5 Every payment under this agreement will be made by bank transfer, account payee cheque or demand draft into the Seller's own bank account. No part of the Price will be paid or accepted in cash. This is not a preference. Section 269SS of the Income-tax Act, 1961 forbids taking Rs 20,000 or more in cash as an advance in relation to the transfer of immovable property, and Section 269ST forbids receiving Rs 2,00,000 or more in cash in respect of a single transaction. In each case the penalty is the entire amount received.

5.6 The Seller will give the Buyer a signed receipt for every payment within three days of receiving it, and will produce all of those receipts at registration so that they can be recited in the Sale Deed.

5.7 No broker, agent or relative has authority to receive any part of the Price on the Seller's behalf, to give a receipt for it, or to agree any change to this agreement.

6. Time — when the Sale Deed is to be signed and registered

6.1 The Seller will execute the Sale Deed in favour of the Buyer, and present it for registration at the office named in Clause 2.5, on or before __________.

6.2 The Buyer will, on that date, pay the balance under Clause 5.4 and will have the stamp duty and registration fee paid as Clause 13 provides.

6.3 Time is of the essence of this agreement. The parties have fixed the date in Clause 6.1 deliberately and both of them intend it to bind. They say so expressly because, without such a statement, the law presumes that time is not of the essence in a contract for the sale of immovable property.

6.4 That date may be extended only by a writing signed by both parties. An email sent from a party's own email address, or a message from a party's own registered phone number, confirming a new date, counts as writing for this purpose.

6.5 Before treating the other side as in default, a party must serve a written notice under Clause 21 calling on the other to perform, and must allow it fifteen days from delivery of that notice to do so. Only if the default continues after those fifteen days do Clauses 15 and 16 apply. This does not weaken Clause 6.3; it only makes sure that nobody loses their money over a delay of a day or two.

6.6 The Sale Deed will be in the form the Sub-Registrar named in Clause 2.5 accepts, will recite this agreement and every payment made under it, and will carry the covenants for title in Section 55(2) of the Transfer of Property Act, 1882. The parties will settle its draft at least seven days before the date in Clause 6.1. In Chandigarh the parties will also settle, by the same date, the affidavits and annexures the Estate Office requires at registration, because Clause 11.3 explains why they cannot be filed afterwards.

7. What the Seller promises about the title

The Seller makes the following promises to the Buyer. The Buyer is entering into this agreement in reliance on them, and each of them must still be true on the day the Sale Deed is registered.

7.1 The Seller is the absolute and lawful owner of the Property, has a clear and marketable title to it, and has full right, power and authority to sell it and to receive the Price.

7.2 The Property is free from every mortgage, charge, lien, gift, exchange, trust, lease, tenancy, licence, attachment, injunction, decree, court or tax order, family arrangement, partition claim, maintenance claim, will, agreement or other encumbrance, except anything the Seller has disclosed to the Buyer in writing before today and which is recorded in this agreement.

7.3 There is no suit, appeal, execution proceeding, arbitration, revenue proceeding, criminal complaint or other proceeding pending or, so far as the Seller knows, threatened, that concerns the Property or the Seller's title to it. In particular there is no pending mutation objection, fard badar, partition (taksim) or demarcation (nishandehi) proceeding before a revenue officer, and no proceeding before the Estate Officer, UT Chandigarh or the Chandigarh Housing Board.

7.4 The Property is not the subject of any acquisition or requisition, nor of any notification under a land acquisition law, a development scheme of a development authority, a road widening scheme or a master plan reservation, and the Seller has received no notice of any such proposal.

7.5 No minor, no unborn person and no person of unsound mind has any interest in the Property. Where the Property is or has been held by a Hindu Undivided Family or a joint family, every coparcener and every person entitled to a share has consented to this sale.

7.6 The Buyer is not barred by any law from acquiring the Property, and where any permission, change of land use, conversion, ceiling clearance or sanction of a revenue officer, of the Estate Officer or of the Chandigarh Housing Board is required for this sale, the Seller will obtain it, at the Seller's cost, before the date in Clause 6.1.

7.7 The construction on the Property, if any, is in accordance with the sanctioned plan and the applicable building rules, and the occupancy or completion certificate has been obtained wherever one was required. No part of the Property is in misuse, and no unauthorised construction, addition or alteration stands on it.

7.8 All property tax, ground rent, betterment and development charges, maintenance and association dues, electricity, water and other outgoings relating to the Property are paid up to date, and everything relating to the period up to handover will be paid by the Seller.

7.9 The Seller has not entered into any other agreement to sell, bayana, option, memorandum of understanding or booking in respect of the Property with anybody else, and no person other than the Seller is in possession of the Property or has any right to be.

7.10 The Seller is not a party against whom any attachment, prohibition or restraint operates under any tax, insolvency, benami, money-laundering or enforcement law that would affect this sale, and the Property is not held benami for anyone.

7.11 Every document, statement and figure the Seller has given the Buyer about the Property is true and complete, and the Seller has disclosed every material defect in the Property and in the title, as Section 55(1)(a) of the Transfer of Property Act, 1882 requires.

7.12 The record. Where the Property is in Punjab, the Seller's name stands entered in the ownership column of the current jamabandi for the revenue estate in which the Property lies, and every mutation in the chain has been sanctioned. The Seller accepts that an entry in a record of rights is presumed true only until the contrary is proved — Section 44 of the Punjab Land Revenue Act, 1887 — and that producing a fard is not by itself proof of title, Section 45 of that Act sending a disputed claim to a declaratory suit. Where the Property is in Chandigarh, the Seller is the person recorded as owner or allottee in the file of the Estate Officer, UT Chandigarh, or of the Chandigarh Housing Board; the whole of the consideration money, interest and other dues payable to Government has been paid, so that the Property has ceased to belong to the Central Government under Section 3(3) of the Capital of Punjab (Development and Regulation) Act, 1952; and no notice of resumption or forfeiture under Section 8-A of that Act, no cancellation under Rule 14 of the Chandigarh Estate Rules, 2007 or under the corresponding condition of an earlier allotment, no cancellation or resumption by the Chandigarh Housing Board, and no misuse notice under Rule 10 of those Rules is pending or has been received.

7.13 If any of these promises turns out to be untrue, or stops being true before registration, the Seller will tell the Buyer at once. The Buyer may then require the Seller to put it right at the Seller's own cost within a reasonable time the Buyer allows, or treat the Seller as in default under Clause 16, or complete the purchase and recover the resulting loss from the Seller.

8. What the Seller must do before completion

8.1 Produce for the Buyer's inspection, within fifteen days of today, the original title deeds and the chain of earlier deeds. Where the Property is in Punjab, that includes a fard of the current jamabandi, the earlier jamabandis so far as they are available, the sanctioned mutations, the tatima shajra where the land has been split, the latest khasra girdawari for agricultural land, and a non-encumbrance certificate from the Sub-Registrar. Where the Property is in Chandigarh, it includes the allotment letter, the lease deed or conveyance deed, the occupation certificate, the No Dues Certificate and the current statement from the Estate Office portal, and for a Chandigarh Housing Board unit the allotment letter, the possession certificate showing the date on which physical possession was delivered, and the Board's statement of account and no-dues position.

8.2 Answer the Buyer's requisitions on title in writing within fifteen days of receiving them.

8.3 Keep the Property in the condition it is in today, and not let it out, part with possession of it, create any charge on it, alter it, or deal with it in any way that affects the title, until the Sale Deed is registered.

8.4 Not negotiate with, accept money from, or enter into any agreement with any other person in respect of the Property while this agreement subsists. This exclusivity is a substantial part of what the earnest money buys.

8.5 Obtain, at the Seller's cost, every no-objection certificate, permission and clearance the law or the title requires for this sale, including where applicable the income-tax certificate under Section 281 of the Income-tax Act, 1961.

8.6 Give the Buyer the Seller's PAN, Aadhaar and passport photographs, and attend before the Sub-Registrar in person, or through a properly authorised attorney, on the date fixed, to admit execution and complete registration. Photographs of the executants and claimants are affixed on the deed itself, so they must be ready on the day.

8.7 Hand over at registration all original title documents relating to the Property, the share certificate where there is one, the allotment or possession letter, the sanctioned plan, the keys and vacant possession.

8.8 Sign, after registration, whatever further papers the Buyer needs in order to have the Property recorded in the Buyer's name, as Clause 11 provides, and to transfer the electricity and water connections.

8.9 Tenure, where the Property is in Chandigarh, and what silence in the Schedule means. Chandigarh property runs on three different tracks and only one of them is free of a permission. A site allotted or auctioned by the Estate Officer is dealt with in Clause 8C; a dwelling unit allotted by the Chandigarh Housing Board is dealt with in Clause 8D; and a freehold property, held under a conveyance deed with no subsisting allotment condition, needs neither. The Seller warrants that the tenure stated in the Schedule is complete and correct. Where the Property is in Chandigarh and neither Clause 8C nor Clause 8D appears below, the Seller warrants further that the Property is freehold, that a conveyance deed in the Seller's favour has been executed and will be produced under Clause 8.1, that no No Objection Certificate of the Estate Officer, UT Chandigarh or of the Chandigarh Housing Board is required for this transfer, that no unearned increase, transfer fee, conversion charge or ground rent falls due on it, and that no lock-in period or transfer ban restricts it. If that warranty is wrong the Seller is in default under Clause 16, the Buyer is not obliged to complete against a transfer the Estate Office or the Board will not record, and the cost and the time of putting the position right fall on the Seller.

8.10 The two record systems do not overlap, and the Schedule must not claim both. A Punjab property has a jamabandi and no Estate Office or Housing Board file; a Chandigarh sector property has an Estate Office or Chandigarh Housing Board file and no jamabandi. The revenue record particulars in the Schedule are for a Punjab property only, and the tenure particulars are for a Chandigarh property only. If the Schedule carries both, or carries the wrong one for the jurisdiction named in Clause 2.2, then the description of what is being sold contradicts itself and the parties will correct the Schedule before this agreement is signed rather than leave the contradiction in a document a Sub-Registrar will read.

9. What the Buyer must do

9.1 Pay the Price on the dates set out in Clause 5, without deduction except tax the Buyer is required by law to deduct.

9.2 Raise its requisitions on title within thirty days of receiving the documents under Clause 8.1, and not raise fresh requisitions afterwards on matters already disclosed.

9.3 Have the stamp duty paid, and the registration appointment taken, in good time before the date in Clause 6.1, so that registration is not delayed by the Buyer. The Buyer notes that the Sub-Registrar, UT Chandigarh takes presentation only between 12.00 noon and 1.00 pm and registers only between 3.00 pm and 5.00 pm, and that in Chandigarh stamp paper above Rs 50,000 comes from the Central Treasury and not from a vendor.

9.4 Give the Seller its PAN, Aadhaar and passport photographs, and attend before the Sub-Registrar in person, or through a properly authorised attorney, on the date fixed.

9.5 Deduct and deposit tax as Clause 14 requires, and give the Seller the certificate for it.

9.6 Not enter upon, occupy, alter or deal with the Property before registration, except to inspect it on reasonable notice to the Seller.

9.7 Sign, within seven days of being asked, any application the Estate Office or the Chandigarh Housing Board requires from the purchaser as well as from the seller, and provide the identity documents, photographs and affidavits that go with it.

10. Possession (kabza)

10.1 The Seller is in possession of the Property and remains in possession, and responsible for it, until the Sale Deed is registered.

10.2 Vacant, peaceful and physical possession of the Property will be handed over to the Buyer immediately upon registration of the Sale Deed and payment of the whole balance of the Price, and not before. The handover and the last payment happen together.

10.3 The Seller will hand over the Property free of every occupant, tenant, licensee, relative, servant, caretaker and watchman, free of the Seller's goods, and free of any lock, obstruction or dispute over entry.

10.4 Risk in the Property stays with the Seller until possession is handed over. If the Property is substantially damaged or destroyed before then, Clause 17 applies.

11. Mutation and the record after registration

11.1 Registration of the Sale Deed transfers ownership. It does not by itself change the public record, and until the record changes the Buyer will have trouble with the property tax, the utilities and any onward sale.

11.2 Where the Property is in Punjab. The Sub-Registrar sends the parcha yadasht with a copy of the registered deed to the Tehsildar's office, and that starts the mutation — the intkal. The Halqa Patwari enters it, the Field Kanungo checks it, and the Circle Revenue Officer, who is the Naib Tehsildar or Tehsildar of the tehsil notified as an Assistant Collector of the second grade, sanctions or rejects it. The mutation fee is Rs 600 where a mutation is required, and under Section 38(2) of the Punjab Land Revenue Act, 1887 it is recovered at attestation from the person in whose favour the entry is made — that is the Buyer. Attestation of an uncontested mutation is a forty-five day service under the Punjab Transparency and Accountability in Delivery of Public Services Act, 2018, with the Sub-Divisional Magistrate as first appellate authority and the Deputy Commissioner as second; the Easy Jamabandi service launched on 13 June 2025 promises thirty days from registration, and the department has not reconciled the two figures, so the Buyer should ask which period the tehsil is working to. An order of the Circle Revenue Officer is appealable to the Collector within thirty days, to the Commissioner within sixty and to the Financial Commissioner within ninety — Sections 13 and 14 of the 1887 Act. The Seller will attend before the Circle Revenue Officer if called and will not oppose the mutation.

11.3 Where the Property is in Chandigarh. There is no jamabandi and no Tehsildar's mutation for sector property; the record is the file of the Estate Officer, UT Chandigarh, or of the Chandigarh Housing Board. Since 2025 mutation is triggered automatically — on registration the deed and its data pass digitally from the Sub-Registrar to the Estate Office and the transferee is sent an SMS, and there is no separate mutation application afterwards. That is precisely why the Buyer's affidavit-cum-indemnity bond and the rest of the Estate Office annexures must be complete and filed at the Sub-Registrar on the day of registration: a pack that is wrong at the counter cannot be corrected in a mutation application that does not exist. Change of ownership on a registered sale or gift deed is a thirty-day service under the Right to Service notification dated 30 March 2026, with the Assistant Estate Officer as the designated officer, the Estate Officer on first appeal and the Secretary Estate on second appeal. Chandigarh's revenue villages — Manimajra and the lal dora and phirni areas — are the exception: a deed there is dealt with on a fard and on the report of the Naib Tehsildar (Revenue), and the revenue route applies.

11.4 The parties will each sign whatever further papers are needed to have the Property recorded in the Buyer's name in the revenue, Estate Office or Chandigarh Housing Board record, in the municipal property tax record, in the records of the electricity and water utilities, and with the maintenance body, and neither will charge the other for doing so.

11.5 A person who acquires a right in land in Punjab and fails to report it to the Patwari within three months is liable, at the Collector's discretion, to a fine of up to five times the fee that would have been payable — Section 39 of the Punjab Land Revenue Act, 1887. The Buyer should not let the intkal drift.

12. Outgoings

12.1 Everything payable in respect of the Property for the period up to the date possession is handed over — property tax, ground rent, development and betterment charges, maintenance and association charges, electricity, water, gas, sewerage, and any interest or penalty on them — is the Seller's, whether the bill arrives before or after that date.

12.2 Everything payable in respect of the period after that date is the Buyer's.

12.3 Charges paid in advance for a period that straddles the handover date will be apportioned between the parties on that date.

12.4 If a demand for a period before handover reaches the Buyer afterwards, the Buyer may pay it and recover it from the Seller, or set it off against anything still owed to the Seller.

13. Stamp duty, registration and costs

13.1 The stamp duty and the registration fee on the Sale Deed will be borne by: The Buyer, as is customary.

13.2 What the Sale Deed will cost. In Punjab, on a Sale or Gift: stamp duty of 5% of the consideration plus 1% Social Infrastructure Cess, a registration fee of 1% of the consideration subject to a maximum of Rs 2,00,000, a Punjab Infrastructure Development Board charge of 1% of the consideration, facilitation charges of Rs 1,000 where the consideration is up to Rs 10 lakh, Rs 3,000 where it is between Rs 10 lakh and Rs 30 lakh and Rs 5,000 where it is above Rs 30 lakh, and a pasting fee of Rs 200 which the department's table applies to every document. In Chandigarh, on a Sale, Gift, Conveyance or Sub-Conveyance: stamp duty of 5% of the value or the consideration, whichever is higher, a registration fee of 1% subject to a maximum of Rs 10,000, and a pasting fee of Rs 20.

13.3 The Chandigarh rate is contested, and the party paying it must budget for the higher figure. The 5% in Clause 13.2 is the rate in the Chandigarh Administration's own published table of Rates of Stamp Duty and Registration Fees, and it is what The Tribune's explainer of 28 March 2026 reports. A great many property portals state 6% instead, and no notification moving between the two figures could be traced. The parties will therefore confirm the rate at the office of the Sub-Registrar, UT Chandigarh, 30 Bays Building, Sector 17 before the stamp is bought, and until that confirmation is in hand the party bearing the duty under Clause 13.1 will budget for 6%. On a Price of Rs 1 crore the difference between the two rates is Rs 1,00,000, to be found on the morning of an appointment already taken. Both sets of figures in Clause 13.2 are as published by the department concerned and checked in September 2026, and neither published table carries a notification number on its face, so the registration fee caps of Rs 2,00,000 and Rs 10,000 are to be confirmed at the same time and in the same way.

13.4 What this agreement itself costs. In Chandigarh the Administration's rates table prices an Agreement to Sell at item 22: stamp duty of 5% on the token or earnest money — not on the whole Price — with a registration fee of 1% of that token or earnest money subject to a maximum of Rs 10,000. In Punjab the Revenue Department's fee table has no entry for an agreement to sell at all; the instrument is charged under Article 5 of Schedule I-A to the Indian Stamp Act, 1899 as in force in Punjab, and the parties will have the Sub-Registrar of the tehsil quantify it on this draft before the stamp is bought. The duty on this agreement will be borne by the party named in Clause 13.1.

13.5 The consideration on which duty is charged is the Price or the Collector rate for the Property, whichever is higher. The Punjab table says so in terms. In Chandigarh the Collector rates are notified by the Deputy Commissioner-cum-District Collector and were last revised with effect from 1 April 2026 for the year to 31 March 2027. Neither party will ask the other to record a price lower than the true one: understating the consideration exposes both of them to recovery of the deficit, to penalty, and to prosecution.

13.6 Where duty paid on this agreement can be adjusted against the duty on the Sale Deed, the parties will claim that adjustment and will produce the original stamped agreement at the counter for the purpose. Neither published table sets out an adjustment rule, so the parties will ask the office named in Clause 2.5 rather than assume one.

13.7 Each party bears its own advocate's, chartered accountant's and consultant's fees, and its own income tax.

14. Tax

14.1 The Seller's income-tax residence, as stated in Clause 1, is: __________. What the Buyer must deduct turns on it.

14.2 If the Seller is resident in India. Where the Price, or the stamp duty value of the Property, is Rs 50,00,000 or more, the Buyer must deduct tax at 1% under Section 194-IA of the Income-tax Act, 1961 on the higher of those two figures, out of each payment, deposit it within the time allowed, file Form 26QB and give the Seller Form 16B. No TAN is needed for this.

14.3 If the Seller is a non-resident. Section 194-IA does not apply. The Buyer must deduct under Section 195 instead, at the rate applicable to the Seller's capital gain. That rate is materially higher than 1% and is applied to the whole consideration unless the Seller produces a certificate under Section 195(2) or Section 197 fixing a lower deduction. The Buyer must obtain a TAN, deposit the tax, file Form 27Q and issue Form 16A, and Forms 15CA and 15CB may also be required. The Buyer will not release the balance of the Price until this is done. A buyer who deducts short is personally liable for the shortfall with interest and penalty, so both parties will take professional advice on this well before the date in Clause 6.1. A non-resident Seller should also note that a document prepared or executed outside India and used in a Chandigarh Estate Office transaction must first be embossed by the Finance Department, Chandigarh Administration.

14.4 Tax properly deducted and actually deposited counts as payment of that much of the Price. Tax deducted and not deposited does not, and the Seller may recover it from the Buyer.

14.5 Each party is responsible for its own tax on this transaction, including the Seller's capital gains tax and any GST that may apply.

15. If the Buyer backs out

15.1 The Buyer is in default if, after the fifteen days' notice under Clause 6.5 has expired, the Buyer still fails to pay an instalment that has fallen due, or fails to complete the purchase by the date in Clause 6.1, for a reason that is not one of those in Clause 17.

15.2 The Seller may then end this agreement by written notice and forfeit the lower of __________ and the money the Buyer has actually paid to the Seller by the date of that notice. Forfeiture under this clause is a retention out of money already received and never a claim for money that has not been paid: if the Buyer has paid less than the figure named, the Seller keeps what was paid and recovers nothing further under this clause.

15.3 Everything the Buyer has paid above the forfeited amount will be refunded within 15 days of that notice, without deduction. The Seller's right to forfeit is limited to the sum in Clause 15.2 and does not extend to the Buyer's instalments generally.

15.4 The parties have fixed that sum as a genuine pre-estimate of the loss the Seller will suffer — the Property held off the market, the Seller's own onward purchase disturbed, and the wasted costs of a failed sale. They have kept it to a level they consider reasonable, knowing that a court will not enforce a forfeiture that is a punishment rather than compensation, that Section 74 of the Indian Contract Act, 1872 confines recovery to reasonable compensation, and that in Kailash Nath Associates v DDA (2015) 4 SCC 250 the Supreme Court held that a sum may be forfeited only where it is a genuine pre-estimate of loss or actual loss is shown.

15.5 Ending the agreement and forfeiting under this clause is the Seller's whole remedy in money for the Buyer's default; the Seller will not claim damages on top of it. The Seller may instead sue for specific performance of this agreement, but not both.

15.6 On the agreement ending under this clause the Buyer will return the original title documents and every paper given to it, will vacate the Property if it is in possession of it, and will sign whatever is needed to remove any claim, caveat or entry the Buyer has recorded against the Property.

16. If the Seller backs out

16.1 The Seller is in default if, after the fifteen days' notice under Clause 6.5 has expired, the Seller still:

(a) fails to execute the Sale Deed and present it for registration by the date in Clause 6.1; or

(b) fails to make out a clear and marketable title, or to remove an encumbrance, by that date; or

(c) fails to give vacant possession as Clause 10 requires; or

(d) sells, agrees to sell, mortgages, lets or otherwise deals with the Property with anyone else; or

(e) fails to obtain the signature or consent of every owner, or of the maintenance body under Clause 8B, or of a lender under Clause 8A, or the No Objection Certificate and No Dues Certificate of the Estate Officer under Clause 8C, or the transfer No Objection Certificate and no-dues of the Chandigarh Housing Board under Clause 8D, where that is needed; or

(f) has made a promise in Clause 7, or a warranty in Clause 8.9, that was untrue when made or has since ceased to be true.

16.2 The Buyer may then choose either of the following, and the choice belongs to the Buyer alone:

(a) Enforce the sale. Sue for specific performance of this agreement and have the Sale Deed executed and registered, through the court if necessary, together with an injunction restraining the Seller from dealing with the Property in the meantime. Since the Specific Relief Act, 1963 was amended in 2018, specific performance is a remedy the court is required to grant where the conditions of that Act are satisfied, and is no longer merely discretionary. The Seller agrees that damages would not be an adequate remedy for the Buyer, because the Property is unique.

(b) Take the money back. End this agreement by written notice and recover the whole of the money paid, together with __________ as agreed compensation, within 15 days of that notice.

16.3 Whichever the Buyer chooses, the money the Buyer has paid, with interest on it, is a charge on the Property in the Buyer's favour under Section 55(6)(b) of the Transfer of Property Act, 1882, until it is repaid.

16.4 Money due to be refunded under this agreement and not paid on time carries simple interest at 12% a year from the due date until it is actually paid.

16.5 Nothing in this clause obliges the Buyer to accept a defective title, or to complete without vacant possession.

17. If neither side is at fault

17.1 If the sale cannot go through for a reason outside the control of both parties — a court or government order stopping it, the Property being acquired or notified for acquisition, a permission being refused although properly and promptly applied for and for a reason not attributable to either party, the Property being substantially damaged or destroyed, or the death of a party whose successors cannot complete — this agreement comes to an end, the Seller refunds everything the Buyer has paid within 15 days, and neither party owes the other any compensation.

17.2 For the avoidance of doubt, the Buyer's inability to arrange a loan or to raise funds is not a reason outside the Buyer's control, and Clause 15 applies to it.

17.3 A bar on transfer or mutation imposed by a public notice or order that was already in force when this agreement was signed is not a no-fault event, and neither is a lock-in or transfer ban that had not expired when this agreement was signed. The parties confirm that they have satisfied themselves, before signing, that the transfer of this Property is not stopped by any such notice, ban or lock-in — in Chandigarh, by the Estate Officer's public notice made following Residents Welfare Association v. Union Territory of Chandigarh, decided 10 January 2023, which halted transfers and mutations of residential properties outside four permitted categories pending a decision of the Chandigarh Heritage Conservation Committee; by the fifteen-year ban in Clause 8C.3 where that clause applies; and by the five-year lock-in in Clause 8D.3 where that clause applies.

18. This agreement binds successors

18.1 This agreement binds and benefits the parties' heirs, legal representatives, executors, administrators and permitted assigns.

18.2 If a party dies before the Sale Deed is registered, that party's legal heirs and representatives will complete the sale on these same terms, and the other party may require them to do so.

18.3 The Buyer may not assign or nominate the benefit of this agreement without the Seller's written consent, which the Seller will not unreasonably refuse where the Buyer is adding a spouse, child or parent as a co-purchaser. The Buyer should take advice before doing so, because a change of purchaser can attract fresh stamp duty. In Chandigarh, adding, deleting or substituting the name of a mother, father, spouse, son or daughter with the Estate Officer's permission is not treated as a transfer under Rule 7(iii) of the Chandigarh Estate Rules, 2007, so it attracts neither the fifteen-year ban nor the unearned increase — but that concerns the Estate Office record, not the stamp duty on this agreement, and it says nothing about a Chandigarh Housing Board tenement, whose transfer of any kind goes through the Board.

19. Registering this agreement

19.1 An agreement to sell is not among the documents Section 17(1) of the Registration Act, 1908 makes compulsorily registrable, because under Section 54 of the Transfer of Property Act, 1882 it creates no interest in the Property. No amendment to Section 17(1) making an ordinary agreement to sell between owners compulsorily registrable in Punjab or in the Union Territory of Chandigarh has been traced. That is the working position; a party who wants certainty on the point should put it to the office named in Clause 2.5 before signing.

19.2 Three things displace that position. First, possession: Section 17(1A) of the Registration Act, 1908, and Clauses 10.5 to 10.9 above. Second, a promoter: Section 7 of the Punjab Apartment and Property Regulation Act, 1995 and Section 13 of the Real Estate (Regulation and Development) Act, 2016, and Clause 8E above. Third, the parties' own choice — either party may require this agreement to be registered even where the law does not compel it, and the other will cooperate, the cost falling on the party who asks for it.

19.3 Where this agreement is to be registered, the parties will present it within four months of the date it is signed, as Section 23 of the Registration Act, 1908 requires. Section 25 allows a further four months on payment of a fine of up to ten times the registration fee; after eight months the document cannot be registered at all. It is presented before the Sub-Registrar in whose sub-district the Property is situated — Section 28 — all parties or their properly authorised attorneys appearing and admitting execution, with the passport photographs and fingerprints Section 32A requires of every executant and of the identifying witnesses.

19.4 Even where registration is not compulsory, an unregistered agreement to sell can still be given in evidence in a suit for specific performance — the proviso to Section 49 of the Registration Act, 1908 permits it — provided the document is properly stamped. Proper stamping is not optional. Under Section 35 of the Indian Stamp Act, 1899 an instrument that is not duly stamped cannot be admitted in evidence for any purpose whatever until the deficient duty and the penalty are paid.

20. The time in which the Buyer must sue

20.1 A suit for specific performance of this agreement must be filed within three years of the date fixed in Clause 6.1 or, where no date is fixed, within three years of the date on which the Buyer has notice that the Seller refuses to perform. That is Article 54 of the Schedule to the Limitation Act, 1963. A buyer who waits longer loses the remedy however strong the case may be.

20.2 The parties intend that a date validly extended in writing under Clause 6.4 becomes the date fixed for performance for this purpose.

21. Notices

21.1 A notice under this agreement must be in writing and sent to the other party at the address in Clause 1, by registered post with acknowledgement due or by a reputed courier. It may be sent by email or messaging application in addition, but not instead.

21.2 A notice sent by registered post is treated as delivered on the seventh day after posting, even if it is refused or comes back unclaimed. A notice by courier is delivered when the courier records delivery.

21.3 A change of address takes effect only when it has been notified to the other party in writing.

22. Governing law and disputes

22.1 This agreement is governed by the laws of India.

22.2 The parties will first attempt to settle any dispute by discussion, within thirty days of one of them raising it in writing.

22.3 Failing that, the dispute will be decided by: The civil courts at the place where the Property is situated.

22.4 Where a dispute goes to court, the court within whose local limits the Property is situated will have jurisdiction, as Section 16 of the Code of Civil Procedure, 1908 requires for a suit concerning immovable property — for a property in Punjab, the civil court of the district in which the tehsil lies, with the Punjab and Haryana High Court above it; for a property in Chandigarh, the District Court, Chandigarh, with the same High Court above it. Where the parties have chosen arbitration, the arbitration will be conducted under the Arbitration and Conciliation Act, 1996, in English, with its seat at __________, and that court will exercise supervisory jurisdiction over it. Nothing in this clause prevents either party from applying to that court for urgent interim protection in respect of the Property.

22.5 Nothing in this clause gives a civil court a jurisdiction that statute has taken away. An order of the Estate Officer, UT Chandigarh is challenged before the Chief Administrator and then in revision, not by suit, because Section 19 of the Capital of Punjab (Development and Regulation) Act, 1952 bars the civil court. A mutation order in Punjab is challenged before the Collector, the Commissioner and the Financial Commissioner. A suit between these parties to enforce this agreement is not affected by either bar.

23. General

23.1 This agreement, with its Schedule, records everything the parties have agreed about the sale of the Property. Anything discussed or written before today that is not recorded here forms no part of it.

23.2 No change to this agreement is valid unless it is in writing and signed by all the parties.

23.3 If any clause is found to be unenforceable, the rest of the agreement continues to apply.

23.4 A party that overlooks a breach on one occasion does not lose the right to insist on the term afterwards.

23.5 Each party will sign whatever further documents are reasonably needed to give effect to this agreement.

23.6 This agreement is signed in two originals. The original bearing the stamp will be held by the Buyer and a signed copy by the Seller, and the Buyer will produce the stamped original at registration.

23.7 The headings are for convenience only and do not affect the meaning of any clause. A clause lettered 8A to 8E, 10.5 to 10.9, 13A or 13B appears only where the fact it deals with is present, and a cross-reference to a clause that has not printed is to be read as inapplicable rather than as a gap.

SCHEDULE OF THE PROPERTY

Description

__________

Type: __________

Area: __________

State or union territory: __________

Sub-Registrar's office having jurisdiction: __________

SIGNATURES

Signed at __________ on __________ by the parties, each of whom has read and understood this agreement.

SELLER

Signature: ______________________________

Name: __________

PAN: __________

BUYER

Signature: ______________________________

Name: __________

PAN: __________

WITNESS 1 — for a deed to be registered in Chandigarh this witness must qualify under paragraph 127 of the Punjab Registration Manual: a Lambardar, Sarpanch or Member Panchayat for a rural-area deed, or a councillor, gazetted officer or advocate, and must be known to the Sub-Registrar.

Signature: ______________________________

Name: ______________________________

Address: ______________________________

Phone: ______________________________

WITNESS 2

Signature: ______________________________

Name: ______________________________

Address: ______________________________

Phone: ______________________________

Before you sign: buy the stamp on or before the date above, in the name of one of the parties, for the amount the office named in Clause 2.5 states. In Chandigarh that means an authorised stamp vendor for values up to Rs 50,000 and the Central Treasury above that, with the duty deposited at the State Bank of India, Treasury Branch, Sector 17 near KC Cinema on a challan available at that branch — online issue through e-Sampark is bulk purchase by banks only and stops at Rs 500 for a citizen. Every party and every witness should sign each page, not only this one, and initial every correction. Attach copies of the PAN and Aadhaar of both sides, the Seller's title deed, the latest tax receipt, and for a Punjab property the fard and the non-encumbrance certificate, and for a Chandigarh property the allotment letter and the Estate Office No Dues Certificate, or for a Chandigarh Housing Board tenement the allotment letter, the possession certificate and the Board's statement of account. Keep the stamped original with the Buyer, together with the bank transfer proof for every payment; those proofs are what a court will look at first.