BUILDER-BUYER AGREEMENT FOR SALE — COMMERCIAL UNIT

Executed under Section 13 of the Real Estate (Regulation and Development) Act, 2016, and Section 53A of the Transfer of Property Act, 1882

Place of execution: __________

Date: __________

1. The parties

THE PROMOTER

• Name: __________
• Constitution: __________
• Registered office or principal place of business: __________
• PAN: __________
• Signing through: __________
• Email for notices: __________

THE ALLOTTEE

• Name: __________
• Address: __________
• PAN: __________
• Email for notices: __________

1.1 The Promoter and the Allottee are together called "the parties", and this document is called "this Agreement".

1.2 Each individual signing this Agreement confirms being a major, of sound mind and competent to contract under Section 11 of the Indian Contract Act, 1872. The person signing for the Promoter or for the Allottee's business confirms being duly authorised and will produce that authority in original before the registering officer.

1.3 In this Agreement, "the RERA Act" means the Real Estate (Regulation and Development) Act, 2016; "the Authority" means the Real Estate Regulatory Authority having jurisdiction over the Project; "promoter" and "allottee" carry the meanings given to them in the RERA Act.

2. The Project and its approvals

2.1 The Promoter is developing the commercial project known as __________ ("the Project"), on the land described below:

__________

2.2 How the Promoter holds the land. __________. The document evidencing this is: __________.

2.3 Sanction for the building. __________. The Promoter will not depart from the sanctioned plan without the approval that a departure requires, and will not offer possession of the Unit before the completion and occupation certificates for the building are obtained.

2.4 Registration with the Authority. __________ Particulars: __________.

2.5 The Project's separate bank account. Money received from the Allottee is deposited in the designated account for the Project, and — where the Project is registered under the RERA Act — seventy per cent of it is kept in the separate account Section 4(2)(l)(D) of the RERA Act requires, withdrawn only in proportion to the completion of the Project on the certificates of the architect, the engineer and the chartered accountant. That account is: __________. The Allottee will pay into that account and no other.

2.6 Fire safety. __________.

2.7 Title. The Promoter has a clear and marketable right to sell the Unit, free from encumbrance except anything disclosed to the Allottee in writing before the date of this Agreement, and has made available to the Allottee such search or title report as it holds.

3. The Unit and its permitted use

3.1 The Promoter agrees to sell and the Allottee agrees to purchase the unit described in Schedule A ("the Unit"), described as __________, together with the undivided proportionate interest in the land underlying the Project and in the common areas and facilities described in that Schedule.

3.2 What the price is measured against. Carpet area is the net usable floor area of the Unit as defined in the RERA Act, and the Total Price in Clause 4 is referable to it. Where the Promoter has quoted a super or saleable area for reference, that figure creates no obligation on the Allottee and no demand may be raised on it.

3.3 If the delivered area is not the area in Schedule A. Within thirty days of the occupation certificate, the Promoter will confirm the final measured carpet area in writing, supported by the architect's measurement certificate. A shortfall against Schedule A is refunded, with interest at the rate in Clause 7.4, within forty-five days. An excess may be demanded only up to three per cent of the Schedule A figure, against the measurement certificate; nothing may be demanded for any excess beyond that.

3.4 Alterations. The Promoter will not alter the Unit, the sanctioned plan, the specifications in Schedule D or the common areas without the Allottee's previous written consent, as Section 14 of the RERA Act requires.

3.5 Specifications. The Unit and the common areas will be constructed and finished as set out in Schedule D. The Promoter will not substitute any material, fitting or brand named there except with an item of equal or better quality and the Allottee's written consent.

3.6 Permitted use. The Unit may be used only as follows: __________. A use inconsistent with the sanction referred to in Clause 2.3 remains unlawful whatever this Agreement says, and the Allottee is responsible for obtaining any trade licence, shop-and-establishment registration or other permission the actual business carried on requires.

4. The Total Price

4.1 The total price payable for the Unit is __________ ("the Total Price").

4.2 The Total Price is made up head by head as set out in Schedule B.

4.3 Goods and services tax. __________ A demand for tax not supported by a proper tax invoice, or raised despite this clause saying none is chargeable, must be justified in writing by the provision of law relied on.

4.4 The Total Price is fixed and is not open to escalation for a rise in the cost of materials, labour or finance. It may be increased only for a development or other charge levied by a competent authority after the date of this Agreement, to the extent of the Allottee's proportionate share and supported by a copy of the demand, or for the area adjustment permitted by Clause 3.3.

4.5 The Total Price does not include the stamp duty and registration fee on the conveyance deed, which Clause 8 deals with, or the common area maintenance charge, which Clause 10 deals with.

5. Payments, and the statutory cap on the advance

5.1 No money before registration. No amount has been paid by the Allottee to the Promoter before the date of this Agreement, and none is payable until this Agreement has been registered. The Allottee will pay __________ on __________, a date on or after the date this Agreement is registered under Clause 21. The Promoter will acknowledge that amount only when it is actually received, in the receipt at the foot of this Agreement, signed across a revenue stamp.

5.2 The statutory cap. Section 13(1) of the RERA Act forbids the Promoter from accepting more than ten per cent of the cost of the Unit as an advance or deposit without first entering into a registered agreement for sale. This Agreement is that registered agreement, and the amount in Clause 5.1 does not exceed ten per cent of the Total Price. A booking form, an application for allotment or an expression of interest is not a substitute for this Agreement, and money taken on one of those before registration is taken in breach of Section 13(1).

5.3 The balance of the Total Price is payable in the instalments set out in Schedule B.

5.4 Every payment will be made into the designated account named in Clause 2.5, by electronic transfer, account payee cheque or demand draft, and never in cash. Section 269SS of the Income-tax Act, 1961 forbids taking twenty thousand rupees or more in cash toward the transfer of immovable property, and Section 271D imposes a penalty equal to the whole of that amount on the person who takes it; Section 269ST forbids receiving two lakh rupees or more in cash in respect of a single transaction, with the same consequence.

5.5 Tax deducted at source by the Allottee and deposited with the Government under Clause 18 counts as payment of that much of the Total Price.

5.6 The Promoter will issue a receipt for every payment within seven days of receiving it.

6. What the Promoter must not do

6.1 After the date of this Agreement the Promoter will not mortgage or create any charge on the Unit or on the Allottee's undivided interest in the Project land without the Allottee's previous written consent, as Section 13 of the RERA Act requires. A mortgage or charge created in breach of this clause does not affect the Allottee's right to the Unit.

6.2 The Promoter will disclose to the Allottee in writing, within seven days, any notice, order, attachment, claim or proceeding affecting the Project or the Project land, and any suspension or revocation of a registration or approval referred to in Clause 2.

6.3 The Promoter will not transfer or assign its majority rights and liabilities in the Project to a third person without the previous written consent of two-thirds of the allottees and, where the Project is registered, the written approval of the Authority.

7. Possession and fit-out access

7.1 The Promoter will complete the Unit and the common areas and offer possession of the Unit to the Allottee on or before __________.

7.2 Nothing is delivered before the certificate that governs it. The Promoter will not offer, and the Allottee will not take, possession of the Unit before the completion certificate and the occupation certificate for the building have been issued.

7.3 Fit-out access. __________

7.4 If the Promoter is late. If the Promoter fails to offer possession by the date in Clause 7.1, read with any grace period, the Allottee may either withdraw from the Project and be refunded the whole of the money paid with interest, or continue in the Project and be paid interest for every month of delay until possession is offered — the combined effect of Section 18 of the RERA Act. Where the Unit is in Punjab, the rate of interest is the State Bank of India's highest Marginal Cost of Lending Rate plus two per cent, as Rule 16 of the Punjab State Real Estate (Regulation and Development) Rules, 2017 prescribes. Where the Unit is in the Union Territory of Chandigarh, the rate is the State Bank of India's highest Marginal Cost of Lending Rate plus one per cent, being the rate the Central Government's general rules for a Union Territory without a legislature prescribe — Clause 19 flags this for confirmation against the current notification. A refund that has become due is payable within the time the applicable rules prescribe, and carries interest at the same rate if it is not paid within that time.

7.5 Force majeure. The date in Clause 7.1 is extended only by a period equal to the duration of a war, flood, fire, earthquake or other calamity caused by nature affecting the ordinary development of the Project, or of an order of a court or competent authority stopping construction that is not attributable to the Promoter's own default. Shortage of funds or of labour or material is not force majeure. The Promoter will give the Allottee written notice of the event within thirty days of its occurring, failing which it may not rely on it.

7.6 The Promoter will give the Allottee written notice of the offer of possession with a copy of the occupation certificate, and the Allottee will take possession within thirty days of that notice after paying the amounts then properly due.

8. The conveyance deed

8.1 The Promoter will execute and get registered a conveyance deed in favour of the Allottee within three months of giving possession of the Unit, or of the issue of the occupancy certificate, whichever is earlier, as Section 17 of the RERA Act requires.

8.2 Stamp duty on the conveyance deed is payable by the Allottee. Where the Unit is in Punjab, on the figures published by the Department of Revenue, Rehabilitation and Disaster Management, Punjab, a Sale or Conveyance bears stamp duty of five per cent of the consideration amount, plus one per cent Social Infrastructure Cess, plus one per cent under the Punjab Infrastructure (Development and Regulation) Act — seven per cent in all — plus a registration fee of one per cent capped at two lakh rupees, plus facilitation charges by slab, a pasting fee and a mutation fee; "consideration amount" means the consideration or the Collector rate, whichever is higher. Where the Unit is in the Union Territory of Chandigarh, conveyance stamp duty is five per cent of the consideration or the Collector rate, whichever is higher, on the Chandigarh Administration's own published table — a figure some other sources print as six per cent, which is why Clause 19 asks for it to be confirmed at the counter before paper is bought — plus the registration fee and other charges the Sub-Registrar, Chandigarh states. No concession for a woman buyer is asserted in either jurisdiction; none could be verified. Confirm every figure at the Sub-Registrar's counter before paying.

8.3 On execution of the conveyance deed the Promoter will hand over the documents relating to the Unit, the completion and occupation certificates, the sanctioned plan and the accounts of the interest-free maintenance security.

9. Defects

9.1 Under Section 14(3) of the RERA Act, where a structural defect or a defect in workmanship, quality or provision of services is brought to the Promoter's notice within five years of the date of possession, the Promoter will rectify it within thirty days without further charge, failing which the Allottee is entitled to compensation.

9.2 A departure from Schedule D that has not been consented to under Clause 3.5 is a defect in quality for the purposes of Clause 9.1.

10. Common area maintenance, until the association takes over

10.1 __________

10.2 The Promoter will not withhold or cut off water, electricity or drainage to the Unit as a means of recovering a disputed maintenance amount.

10.3 The Promoter will facilitate the formation of an association of the Project's Unit owners and, on its formation, hand over the common areas, the maintenance records and any unspent maintenance security to it, as stated in Clause 10.1.

11. Letting the Unit, signage and trade mix

11.1 __________

11.2 A lease granted under Clause 11.1 does not make the tenant a party to this Agreement, does not bind the Promoter, and does not relieve the Allottee of any obligation under this Agreement.

12. What the Allottee agrees to

12.1 To pay the Total Price, and the tax and charges payable with it, on time and into the designated account named in Clause 2.5.

12.2 To use the Unit only for the permitted use stated in Clause 3.6, and to do nothing that breaches the sanctioned plan or the Project's operating rules.

12.3 Not to make a structural alteration to the Unit, and not to enclose or build into a common area, without written permission and, where required, the sanction of the competent authority.

12.4 To pay the maintenance charge under Clause 10 and the municipal, electricity and water charges attributable to the Unit from the date of a valid offer of possession under Clause 7, whether or not the Allottee has taken physical possession.

12.5 To appear before the Sub-Registrar and sign the conveyance deed when it becomes due under Clause 8.1.

13. Assured return and similar arrangements

13.1 __________

13.3 An assured-return, lease-guarantee or buy-back promise is a promise of the Promoter as a contracting party, not a government-backed or insured return, and it is only as good as the Promoter's own solvency and willingness to pay when it falls due; it is not secured on the Unit or the Project land unless this Agreement or a separate instrument says so in terms. A scheme of this kind that is offered to a number of buyers on a common footing can also draw regulatory attention of a kind an ordinary sale does not — Clause 19 sets out why, and that clause should be read before this offer is relied on for cash flow.

14. If the Allottee defaults in payment

14.1 If the Allottee fails to pay an instalment on its due date, the Promoter will give written notice of the default, and the Allottee has __________ days from receipt of that notice to pay the amount with interest.

14.2 Interest payable by the Allottee on a delayed payment is at the same rate as the interest payable by the Promoter under Clause 7.4, and at no higher rate — the RERA Act requires the rate to be the same for both sides.

14.3 If the default is not cured within the period in Clause 14.1, the Promoter may terminate this Agreement by a second written notice, and in that event __________.

14.4 A refund becoming due on termination carries interest at the rate in Clause 14.2 if it is not paid within the time the applicable rules prescribe.

15. Transfer of the Unit by the Allottee before conveyance

15.1 The Allottee may transfer or assign its rights under this Agreement to another person with the Promoter's previous written consent, which will not be unreasonably withheld, and on payment of the Promoter's published transfer charge and any tax payable on the transfer.

15.2 The Promoter will record the transfer in the Project's records and, where the Project is registered, intimate the Authority.

16. Notices

16.1 A notice under this Agreement must be in writing, sent to the other party at the postal address given in Clause 1 by registered post with acknowledgement due or by a reputed courier, and copied to the email address given in Clause 1.

16.2 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.

16.3 A party who changes a postal address, an email address or a telephone number must tell the other party in writing within seven days.

17. Tax deducted at source

17.1 The position for this transaction is: __________.

17.2 Where Section 194-IA of the Income-tax Act, 1961 applies, the Allottee will deduct the tax from each instalment, deposit it within the time allowed, file Form 26QB and give the Promoter Form 16B; the amount so deposited counts as payment of that much of the Total Price. Where instead the Promoter is a non-resident and Section 195 applies, Section 194-IA has no application, there is no fifty lakh rupee threshold, and the Allottee will obtain a tax deduction account number, deduct at the rate in force for a non-resident, deposit it, file Form 27Q and give the Promoter Form 16A.

17.3 Each party bears its own income tax. Nothing in this Agreement makes one party liable for the other's tax.

18. Brokerage

18.1 No amount is payable by the Allottee to any person for the allotment of the Unit other than the amounts set out in this Agreement and in Schedule B.

19. Disputes, and where the Allottee goes

19.1 The parties will first try to settle any dispute by discussion, within fifteen days of one of them writing to the other about it.

19.2 A complaint against the Promoter for a Unit in Punjab lies to the Real Estate Regulatory Authority, Punjab under Section 31 of the RERA Act, a claim for compensation to the Adjudicating Officer under Section 71, and an appeal to the Real Estate Appellate Tribunal, Punjab under Sections 43 and 44 — filed through rera.punjab.gov.in. A complaint for a Unit in the Union Territory of Chandigarh lies in the same way, under the same sections of the RERA Act, to the Authority and Appellate Tribunal having jurisdiction over Chandigarh — Clause 19 of the lawyer's notes below explains why this Agreement does not name that Authority more specifically.

19.3 Subject to Clause 19.2, any matter which a civil court may still entertain lies before the court within whose local limits the Unit is situated, as Section 16 of the Code of Civil Procedure, 1908 requires. This Agreement is governed by the law of India.

20. Registration of this Agreement

20.1 This Agreement is compulsorily registrable under Section 13 of the RERA Act and Section 17(1A) of the Registration Act, 1908. The parties will present it for registration before the Sub-Registrar or Joint Sub-Registrar within whose sub-district the Unit is situated on __________, and in any event within four months of the date in the heading, as Section 23 of the Registration Act, 1908 requires. Nothing is payable by the Allottee until that registration is complete, and Clause 5.1 is to be read accordingly.

20.2 Both parties, or their duly authorised representatives, will appear in person before the registering officer as Section 34(1) of the Registration Act, 1908 requires, with two identifying witnesses carrying their own photograph and identity documents.

20.3 The stamp duty and registration fee on this Agreement are payable by the Allottee, as stated in the Formality section of this document. The e-stamp will be dated on or before the date of execution.

21. General

21.1 This Agreement, with Schedules A, B, C and D, records the whole of what the parties have agreed about the Unit. Nothing said in a brochure, an advertisement or a conversation forms part of it unless it is written here or in one of those Schedules.

21.2 Nothing in this Agreement takes away a right given to the Allottee by the RERA Act or the rules and regulations made under it. A term of this Agreement inconsistent with that Act is void to the extent of the inconsistency.

21.3 A change to this Agreement is valid only if it is in writing and signed by both parties.

21.4 If any clause of this Agreement is found unenforceable, the rest of it continues to apply.

21.5 A delay by either party in enforcing a right is not a waiver of that right.

21.6 This Agreement binds the parties' legal heirs, executors, administrators and permitted successors and assigns.

21.7 This Agreement is executed in one original, which is presented for registration and, once registered, is retained by the Allottee. The Promoter takes a certified copy from the Sub-Registrar's office.

SCHEDULE A — THE UNIT

Type of Unit: __________

Description:

__________

Area:

__________

Permitted use:

__________

Common areas and facilities in which the Unit carries an undivided proportionate interest:

__________

SCHEDULE B — THE TOTAL PRICE AND THE PAYMENT PLAN

Part 1 — How the Total Price of __________ is made up:

__________

Part 2 — Instalments for the balance of the Total Price:

__________

Every instalment is payable into the designated account named in Clause 2.5 and against a demand notice giving the milestone reached, the amount due and the certificate supporting it.

SCHEDULE C — THE REVIEW PACK: WHAT THE ALLOTTEE HAS BEEN SHOWN

The Promoter has produced, and the Allottee has inspected and taken copies of, the following. Tick each and keep the copies with this Agreement.

SCHEDULE D — SPECIFICATIONS OF THE UNIT AND OF THE COMMON AREAS

The Unit and the common areas will be constructed and finished as follows. This Schedule is part of this Agreement and Clause 3.5 governs any substitution.

__________

SIGNATURES

The parties have read and understood this Agreement, including Schedules A, B, C and D, and sign it on __________ at __________.

FOR THE PROMOTER

Signature: ______________________________

Name and designation: __________

For and on behalf of: __________

THE ALLOTTEE

Signature: ______________________________

Name: __________

WITNESS 1

Signature: ______________________________

Name: ______________________________

Address: ______________________________

WITNESS 2

Signature: ______________________________

Name: ______________________________

Address: ______________________________

RECEIPT — TO BE SIGNED ONLY WHEN THE MONEY IS ACTUALLY RECEIVED, AND NOT BEFORE

This receipt is left blank at execution on purpose. Under Section 13 of the RERA Act no amount may be taken from the Allottee until this Agreement has been registered, so the Promoter signs below only on the day the money is received, which under Clause 5.1 is __________ or later.

Received from the Allottee the sum of __________ towards the Total Price of the Unit, by electronic transfer, account payee cheque or demand draft into the designated account named in Clause 2.5.

Date of actual receipt: ______________________________

Signature of the Promoter's authorised signatory: ______________________________

[Affix a Re 1 revenue stamp here and sign across it. A receipt for Rs 5,000 or more is chargeable under Article 53 of Schedule I to the Indian Stamp Act, 1899.]

Both parties should sign or initial every page of this Agreement, including each Schedule, before it goes to the counter. Present it for registration before the Sub-Registrar or Joint Sub-Registrar within whose sub-district the Unit is situated, and carry the Aadhaar and PAN of every person who signs along with the Promoter's authority in original. Do not pay a rupee against this Agreement until the Sub-Registrar's receipt is in hand.