Tender for the purchase of property
1. Definitions and Interpretation:
|Acceptance Letter||means the letter to be sent by Themis, for and on behalf of the Seller to the Successful Tenderer, informing it that its Offer has been conditionally accepted;|
|Contract of Sale||means the agreement to be negotiated, agreed and signed between the Successful Tenderer and Themis or the Seller for the sale and purchase of the Property in accordance with the terms of these Terms and Conditions, and those of the Contract of Sale;|
|Data Controller||means the person who determines the purposes for which and the means by which personal data is processed;|
|Declarations||means the declarations attached to the Tender Form as Schedules 1 and 2;|
|Deposit||means an amount equal to:|
- €2,000 where the purchase price of the property is below or equal to €100,000; or
- €5,000 where the purchase price of the property is between €100,001 and €300,000; or
- €10,000 where the purchase price of the property is over €300,000.
payable by the Tenderer to the Seller, concurrently with signing the Contract of Sale, as guarantee/security for the fulfilment by the Tenderer of its obligations under or in connection with the Contract of Sale;
|First Instalment||means an amount equal to 30% of the Purchase Price, or as may otherwise be set out in the Contract of Sale less the Reservation Fee;|
|GDPR||means the General Data Protection Regulation (EU) 2016/679, as adopted by the Republic of Cyprus through the law for the Protection of Natural Persons with regard to the Processing of Personal Data and for the Free Movement of such Data of 2018 (Law 125(I)/2018);|
|Offer||means the amount a Tenderer offers to the Seller to buy the Property, set out on the first page of the Tender Form, and it is exclusive of VAT;|
|Tender Period||means the open tender sale procedure for properties advertised on the Website for the first time that, runs for a period of 30 calendar days, which starts to run on the date a property is advertised for the first time on the Website and ends on the 30th calendar day at 12:00 p.m., as indicated at the relevant property’s webpage on the Website unless otherwise decided by the Seller in its absolute discretion;|
|Personal Data||means information that relates to an identified or identifiable living individual, in accordance with GDPR;|
|Personal Data Processing||means, without limitation, the collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction of Personal Data;|
|Property||means the property whose registration and reference number are set out on the first page of the Tender Form, for which the Tenderer submits an offer to buy;|
|Property Reference Number||means the reference number indicated on the relevant webpage of the website, where each Property is advertised;|
|Purchaser||means the Successful Tenderer who has signed the Contract of Sale;|
|Purchase Price||means the amount of the Offer, plus VAT as applicable;|
|Reservation Agreement||means the agreement to be negotiated, agreed and signed between the Successful Tenderer and Themis or the Seller for the reservation of the Property for the Successful Tenderer to carry out its due diligence and buy the Property, in accordance with these terms and conditions, the Reservation Agreement and the Contract of Sale;|
|Reservation Fee||means the amount to be paid by the Successful Tenderer to the Seller, to reserve the Property / acquire an exclusivity right to buy the Property, for a maximum period of 30 days, from the date it is notified that it is the Successful Tenderer, or as may be otherwise agreed in writing between the Successful Tenderer and Themis, for and on behalf of the Seller, which is fixed at 10% of the Purchase Price, and in any event not less than €2,000 and not more than €10,000;|
|Seller||means Themis Portfolio Management Holdings Limited, a company incorporated in the Republic of Cyprus with registration number HE 378131, including its subsidiaries;|
|Successful Tenderer||means the person whose offer has been unconditionally accepted by Themis, for and on behalf of the Seller, in accordance with these Terms and Conditions;|
|Tenderer||means the person who signs at the designated signature space on the “Signature Page” that makes, personally or through a duly authorised agent, the Offer, whose details are set out on the first page of the Tender Form;|
|Tender Form or Tender||means the document entitled “TENDER FORM”;|
|Terms and Conditions||means the document entitled “Terms and Conditions”, which forms an integral part of the Tender Form, and it includes the Schedules;|
|Themis||means Themis Portfolio Management Limited, a 100% subsidiary company of the Seller, incorporated in the Republic of Cyprus, duly authorised to represent the Seller in any matter arising out of or connected with the sale of the Property owned by the Seller, including, without limitation, accepting or rejecting a Tender or entering into any agreement or document to conclude any transaction in accordance with these Terms and Conditions, the Website Terms and Conditions, and/or the Contract of Sale;|
|Website Terms and Conditions||means the Website terms and conditions located at https://themisrealestate.com/terms-conditions|
1.1. Unless otherwise provided or unless the context otherwise requires, any reference in this Tender Form to:
1.1.1. the singular includes the plural and vice versa and reference to any gender includes the other genders;
1.1.2. a “day” means calendar day;
1.1.3. a "person" includes any individual, partnership, firm, bodies corporate, unincorporated associations, wherever incorporated or situated, and includes a reference to that person's legal representatives, assignees and successors;
1.1.4. the “Tender Form” means the Tender Form and the Terms and Conditions, which are attached to it and form an integral part of it;
1.1.5. the words and phrases “include”, “including”, “inter alia” “amongst others”, “for example (e.g.)”, “in relation to” or to any synonym or similar word or expression, is deemed to be followed by the phrase “without limitation”;
1.1.6. words and phrases defined in the Interpretation Law, CAP 1, the Companies Law, CAP 113, the Immovable Property (Transfer and Mortgage) Law of 1965 (Law 9/1965), the Immovable Property Law (Tenure, Registration and Valuation) CAP.224 and the Real Estate Agents Law of 2010 [L. 71(I)/2010], shall, unless otherwise defined in this Agreement, have the meaning ascribed to them in the aforementioned laws;
1.1.7. any law or regulation, or any section or part thereof, includes any legislation that has replaced or amended it;
1.1.8. a reference to “paragraph” shall be a reference to the whole paragraph, including sub-paragraphs within or included or contained in that paragraph;
1.2. Obligations and duties of a Tenderer consisting of persons more than one, shall be undertaken jointly and severally.
1.3. Headings are for reference purposes only and shall not affect the interpretation of anything in this Agreement.
1.4. The Schedules shall be treated as an integral part of these Terms and Conditions and references to these Terms and Conditions shall include the Schedules.
2. Submission of the Tender Form (Please read the guidelines on how to submit a tender carefully)
2.1. The Tender Form must be:
2.1.1. duly completed; and
2.1.2. the name of the Tenderer and that of the authorised agent must be completed at the designated signature space (as the case may be); and
2.1.3. submitted to the Seller by:
184.108.40.206. post, or by hand in a sealed envelope, in the tender box, at 60 Armenias Street, 2006 Strovolos, Nicosia (Themis Tender Box); or
220.127.116.11. through the Website, by pressing the submit button.
2.2. The Tender Form must be submitted to the Seller within the Tender Period.
2.2.1. Offers submitted after 12:00 p.m. of the 30th calendar day since the Property has been advertised for the first time on the Website, may not be accepted, or evaluated.
2.2.2. The Seller may, in its absolute discretion, and without giving notice to any Tenderer, shorten the Tender Period and sell the Property to any of the Tenderers.
2.3. A Tender submitted by post, or by hand in accordance with paragraph 18.104.22.168, must contain on the outside of the sealed envelope, the Property Reference Number.
2.4. If the Tenderer is not an individual:
2.4.1. the name of the directors or other duly auhorised agent or signatory must be completed at the designated space; and
2.4.2. the Tenderer’s name must be completed in full at each designated signature space;
2.4.3. it must submit, together with the Tender:
22.214.171.124.company certificates (incorporation, officials, shareholders, registered office) not older than 6 months; and
2.5. All Tenderers must enclose with their Tender a copy of a utility bill (e.g. electricity, water, bank statement) not older than 6 months, of the person whose name was completed at the designated space in the Tender Form.
2.5.1. If the Successful Tenderer is a non-European Citizen, he must acquire any required licence, authorisation and/or approval, within the timeframes set out in the Contract of Sale and the Seller’s rights under this Tender Form, and the Contract of Sale, shall not be prejudiced or affected in any way if the Successful Tenderer fails, omits and/or delays to obtain such licence, authorisation and/or approval.
2.6. Notwithstanding the content of the preceding paragraphs, the Seller may, in its discretion, request the Tenderer to provide any other document or certification and the Tenderer must deliver such document or certification, within 48 hours from receiving notice, or the Tender may be rejected, in the Seller’s absolute discretion.
2.7. Notwithstanding any other term in these Terms and Conditions, the Seller is not obliged to accept any Offer, regardless of whether it is the highest, and it does not have to notify an unsuccessful Tenderer that their offer is rejected or provide any reasons for its decision not to accept or reject an Offer. On the contrary, the Seller maintains the exclusive and absolute discretion to review, accept or reject any Tender regardless of its amount.
2.8. The Seller is not liable towards any Tenderer if, for any reason whatsoever, the Tender Form is not received or is received by it with a delay, which results to the Offer not being reviewed or having been rejected because of such delay.
2.9. The Tenderer may appoint a Real Estate Agent to represent them with respect to purchasing the Property from the Seller.
2.9.1. If the Tenderer is represented by a Real Estate Agent:
126.96.36.199. The Real Estate Agent must complete his name at the designated space in the declarations set out in Schedules 1 and 2 of these Terms and Conditions.
2.10. Subject to paragraph 2.9.1, in the event that the Tenderer is represented by a Real Estate Agent, the Tender Form will only be accepted and reviewed by the Seller if the following conditions are satisfied:
2.10.1. the provisions of the Real Estate Agents legislation are satisfied;
2.10.2. together with the Tender Form, the Tenderer submits the Real Estate Agent’s:
188.8.131.52. registration certificate with the Real Estate Agents Association;
184.108.40.206. valid/in force annual practicing license (copy); and
220.127.116.11. valid/in force professional indemnity/insurance policy (copy).
2.11. By submitting the Tender Form, both the Tenderer and the Real Estate Agent, declare, warrant, and represent that (a) neither the Seller nor Themis have appointed nor are represented by the Real Estate Agent for any matter relating or connected with the sale of the Property and (b), the Real Estate Agent has been appointed by and represents the Tenderer.
2.12. The Seller may, in its discretion, pay the Real Estate Agent, if:
2.12.1. all the requirements under the Real Estate Agents legislation are met;
2.12.2. all the conditions set out in paragraphs 2.9 and 2.10 are fulfilled;
2.12.3. it receives the full amount of the Purchase Price in clear funds; and
2.12.4. the Real Estate Agent’s Commission does not exceed 4%.
2.13. If for the sale of the Property a conflict or dispute arises between two or more Real Estate Agents in relation to their fee, the Seller shall pay no fee to any one of them and shall in no circumstances whatsoever be liable to them for any damages, costs, expenses of any nature, including any special, indirect, consequential, or incidental loss, including loss of profits, revenue or goodwill, arising from, in connection with, or attributable to, the Tender Form, these Terms and Conditions and/or the Seller’s performance hereunder, whether arising in contract, tort, by operation of law, or otherwise, even if the Seller has been placed on notice of the possibility of such damages.
3. Execution of a reservation agreement and a contract of sale
3.1. Themis, shall, for and on behalf of the Seller, send the Acceptance Letter to the Successful Tenderer, as soon as reasonably practical. Together with the Acceptance Letter, a sample reservation agreement and a sample contract of sale will be enclosed.
3.1.1. Within 10 days from the date of the Acceptance Letter, the Successful Tenderer and the Seller must sign the Reservation Agreement. To this end, within the 10-day period:
18.104.22.168. the Successful Tenderer must provide Themis with their passport or Cypriot identity card or; and
22.214.171.124. any comments on the terms and conditions the Successful Tenderer may have in relation to the sample reservation agreement, must be negotiated and resolved; and
126.96.36.199.the Successful Tenderer must pay the Reservation Fee.
3.1.2. Failure by the Successful Tenderer to comply with Clause 3.1.1 (including the subclauses), entitles the Seller not to proceed with the sale of the Property and hold negotiations and sell the Property to any other person.
3.2. The sale and purchase of the Property to the Successful Tenderer is subject to the Successful Tenderer and Themis, for and on behalf of the Seller, or the Seller (as the case may be):
3.2.1. fulfilling its obligations under Clause 3.1.1 (including the subclauses); and
3.2.2. completing to the satisfaction of the Seller all the Know Your Customer (KYC) and anti-money laundering checks required by applicable KYC and anti-money laundering laws and regulations, and/or the Seller’s internal practices; and
3.2.3. in Themis’ or the Seller’s discretion, negotiate, agree and sign the Contract of Sale within 30 days from the date of the Acceptance Letter.
188.8.131.52. Amongst others, the Contract of Sale shall specify the Deposit/security the Successful Tenderer will pay for the faithful performance of its terms, the mode of payment of the Purchase Price, and the security documents the Purchaser shall sign concurrently with the execution of the Contract of Sale, in the event the Purchaser fails to fulfill their obligations under or in connection with the Contract of Sale (e.g. irrevocable power of attorney and declaration for the cancellation of the Contract of Sale from the Department of Lands and Surveys books and records).
184.108.40.206. The Deposit, which shall be deducted from the Purchase Price, in accordance with the terms of the Contract of Sale, and the First Instalment shall be payable concurrently with signing the Contract of Sale.
220.127.116.11. The outstanding balance of the Purchase Price shall be paid by the Purchaser to the Seller concurrently with the transfer of the Property in the Purchaser’s name at the competent District Lands Office, within 60 days from the date of the Acceptance Letter, or as otherwise may be agreed in writing between the Seller and the Purchaser.
3.3.Failure by the Purchaser to:
3.3.1. fulfill its obligations in accordance with paragraph 3.2.3 entitles the Seller, without prejudice to any other remedy it may be entitled to under any Law, Equity and/or these Terms and Conditions, to take all necessary/required steps, in its absolute discretion, to recover the Deposit, sell the Property to any third person, without any liability towards the Successful Tenderer for any damages, costs, expenses and/or fees it has incurred for any matter arising out of or in connection with the purchase of the Property, and claim any damages suffered due to the Successful Tenderer’s breach of these Terms and Conditions.
3.3.2. fulfill its obligations under or in connection with the purchase of the Property, after the Contract of Sale is signed, entitles the Seller to terminate the Contract of Sale, withhold the Deposit, use the irrevocable power of attorney and/or the declaration to cancel/withdraw the Contract of Sale from the books and records of the Department of Lands and Surveys and claim damages, or pursue any other remedy it is entitled to under any Law, the Contract of Sale, Equity or otherwise, without any liability towards the Purchaser for any costs, expenses and/or fees it has incurred for any matter arising out of or in connection with the purchase of the property.
3.4. Any amount due to the Seller under or in connection with the purchase of the Property, shall only be deemed as paid if:
3.4.1. it is cleared in the Seller’s bank account; and
3.4.2. the Purchaser completes to the satisfaction of the Seller all the Know Your Customer (KYC) and anti-money laundering (AML) checks required by applicable KYC and anti-money laundering laws and regulations, and/or the Seller’s internal practices. For this purpose, the Purchaser agrees to provide to the Seller all the KYC documentation and other information that it may request from the Purchaser, in accordance with the terms of the Contract of Sale.
18.104.22.168. The Successful Tenderer’s Personal Data may be shared with the Credit Institution where the Seller will deposit any funds received under or in connection with this Agreement, for KYC/AML purposes.
4. Exclusion clauses / Limitation of Seller’s Liability
4.1. Properties are offered for sale AS IS WHERE IS and with ALL FAULTS. Therefore, it is the Tenderer’s responsibility to conduct due diligence and therefore appoint independent advisors to consider and advise him on any aspect of the Tender or the subsequent purchase of the Property.
4.2. By submitting this Tender Form, the Tenderer declares, warrants and represents that it has received independent professional advice and the Property is fit for the purpose he intends to buy it.
4.3. Despite the fact that the Seller has taken reasonable steps to ensure that the description and/or data published and/or the information provided by itself or its agents in relation to the Property is accurate and complete, each Tenderer is obliged and must verify on their own responsibility the completeness and accuracy of such information [including the location, size, dimensions, planning, fees owed to advisors such as architects, engineers and others, prohibitions, and rights of third parties (including the existence of tenants/licensees)].
4.4. No information, statement, description, quantity, measurement or anything else provided orally or that is included in any list, letter, report, brochure, advertisement, website, even if it is checked, issued or provided by or on behalf of the Seller, may be considered as a term, inducement, incentive, representation, promise, guarantee or assurance on which a Tenderer may rely upon in order to submit this Tender From or purchase the Property.
4.5. The Tenderer accepts that no information, statement, description, quantity or measurement contained in any advertisements or given orally or contained in any brochure, catalogue, letter, report, docket or handout issued by or on behalf of the Seller or any agent acting on behalf of the Seller for any matter under or in connection with the Property (whether or not in the course of any representation or negotiations leading to the submission of the Tender) shall constitute a representation inducing the purchaser to submit an Offer or a condition or warranty forming part of the conditions of sale.
4.6. Any information, statement, description, quantity or measurements so given or contained in any such advertisement, brochure, catalogue, letter, report or handout issued by or on behalf of the Seller or any agent on its behalf are indicative, are provided for convenience or illustration purposes only and are not to be taken as matters of fact and that any mistake, omission, inaccuracy or mis-description given orally or in the form of any advertisement, brochure, catalogue, letter, report or handout issued by or on behalf of the Seller or any of its agents (whether or not in the course of any representation or negotiations leading to the submission of the Offer) shall not give rise to any right of action, claim, entitlement or compensation against or from the Seller or any of its agents under these Terms and Conditions, the Tender Form or otherwise.
4.7. The Tender is submitted without influence or reliance on any representation made by or on behalf of the Seller.
4.8. To the fullest extent permitted by applicable laws, the Seller shall not be liable to the Tenderer or the Purchaser for any special, indirect, consequential, or incidental loss, including loss of profits, revenue or goodwill, arising from, in connection with, or attributable to, these Terms and Conditions and/or the Seller’s performance hereunder, whether arising in contract, tort, by operation of law, or otherwise, even if the Seller has been placed on notice of the possibility of such damages.
4.9. The Seller does not accept any liability or obligation whatsoever, to pay any commission, fees, remuneration, costs and/or compensation to a Real Estate Agent, regardless of whether the Authorisation or Declaration are signed or not.
5. Miscellaneous Conditions
5.1. The sale of the Property is completed concurrently with the full payment of the total amount of the Offer to the Seller, in clear funds, in accordance with the terms of the Contract of Sale.
5.2. If two or more identical Offers are placed for the purchase of the same property, the Seller may either accept or reject at its sole discretion or negotiate with any one of the Tenderers at the Seller’s sole discretion, or repeat or re-initiate the procedure.
5.3. The Purchaser shall not assign its rights and obligations under the Tender Form, without the prior written consent of Themis, for and on behalf of the Seller.
5.4. Where the sale of a property is subject to VAT, the Seller will issue an invoice including the applicable VAT, to the Purchaser, upon each payment made by the purchaser to the Seller.
5.5. Any notice in relation to the Tender, will be in writing and (subject to proof that it has been duly delivered otherwise), will be deemed to have been duly received/served if delivered or sent by registered post, or by email to the e-mail address of the Tenderer or Themis (as the case may be).
5.5.1. Any such notification shall be deemed to have been received/served:
22.214.171.124. if delivered personally, on the day on which it is delivered; or
126.96.36.199. if it is sent by e-mail on the day on which it is sent; or
188.8.131.52. if it is sent by registered post at 9.00 a.m. on the third working day from the date of dispatch.
5.6. These terms and conditions constitute an integral part of the Tender and any reference to the Tender or the Tender Form shall include these Terms and Conditions.
6. Personal Data
6.1. In the performance of this Tender Form, and the delivery of any documentation hereunder, Personal Data may be processed by us under the legal basis of “Contract”.
6.2. Personal Data will be stored as long as such data is necessary for the performance of the sale and purchase of a property, as well as for maintaining historical records (for Successful Tenderers this period is 12 years and for the unsuccessful ones it is 3 years).