Offer for the purchase of a property
1. The Property is not owned by Gordian Servicing. Gordian Servicing has been duly authorized by the Owner to promote and market the Property for sale under the terms of a general power of attorney and/or servicing agreement. For the avoidance of any doubt, any reference herein to Gordian Servicing shall be construed to refer to Gordian Servicing as the duly authorised representative of the Owner, unless the context requires otherwise.
2. An offer for the purchase of the Property must be made through the
submission of this Tender Form by email at
offers@gordianservicing.com or electronically via the relevant property page on our website
www.gogordian.com. Gordian Servicing reserves the right not to review a Tender Form which is delivered otherwise, and such an offer may be considered as having not been made.The Tender Form must be duly completed and signed in accordance with its terms, otherwise it may not be accepted.
3. If the tenderer is a legal entity (a company or a Partnership), the Tender Form must be signed by its directors or authorised signatories and the legal entity’s name must be completed. The tenderer’s corporate and constitutional
documents (including without limitation, the certificates of incorporation, directors and secretary, shareholders and registered office and memorandum and articles of association) as well as supporting documentation evidencing the authority of the person signing on its behalf should, in a form satisfactory to Gordian Servicing, at Gordian Servicing’s request, be shared promptly with Gordian Servicing.
4. Gordian Servicing and/or the Owner shall not be liable towards any tenderer if the Tender Form is not received or is received with a delay. Gordian Servicing (acting for and on behalf of the Owner and/or in accordance with the Owner’s instructions) also reserves the right to consider, review, disregard and/or reject a Tender Form submitted at any time, without providing any justification, and irrespective of the amount offered for the purchase of the Property (including if it is the highest offer price) or of the date and time of its submission. If a Tender Form is not reviewed or is rejected, or the Property is no longer available for sale, Gordian Servicing may inform the tenderer accordingly, without however being obliged to provide any justification in that respect.
5. Gordian Servicing will notify a tenderer in writing if the tenderer’s offer to purchase the Property is accepted by the Owner.
Sale of a property
6. The sale of a Property is subject to contract between the successful tenderer and the Owner. Accordingly, unless precluded by applicable laws, regulations or matters beyond the Owner’s control, the sale of the Property will take place in accordance with the terms of a reservation or similar agreement ("Reservation Agreement") and a sale and purchase agreement ("SPA") entered into between the Owner and the successful tenderer (“Purchaser”). For the avoidance of doubt, Gordian Servicing shall have no liability and/or responsibility towards the successful tenderer and/or the Owner with respect to the terms of, the execution of and/or performance of the Reservation Agreement and/or the SPA. Further, Gordian Servicing does not accept any liability should the sale of the Property not progress following the acceptance by the Owner of the tenderer’s offer.
7. Unless otherwise agreed to by Gordian Servicing in writing:
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a) Within 10 (ten) days from the date stated in the beginning of the Reservation Agreement (which will be circulated to the tenderer together with the acceptance of the tenderer's offer), in order to exclusively reserve and lock the Property for 30 (thirty) days thereafter, the Purchaser must sign and return the Reservation Agreement to Gordian Servicing, and pay to the Owner a fee of (the "Reservation Fee"):
- 10% of the Purchase Price where the Purchase Price is under €5.000; or
- €5.000 – where the purchase price of the property is under €300.000; or
- €10.000 – where the Purchase Price is between €300.000 and €500.000; or
- €20.000 – where the Purchase Price is between €500.000 and €1.000.000; or
- the lower of up to 5% of the Purchase Price and €100.000 – where the Purchase Price is over €1.000.000.
The Reservation Fee is part payment of the Purchase Price and will be deducted from the Purchase Price if the purchaser fulfills its/his/her obligations under the Reservation Agreement.
Prior to the completion of the above, if the Owner is prevented from selling the Property due to any applicable law, regulation and/or the occurrence of an event beyond its control, Gordian Servicing (acting on behalf of the Owner and/or in accordance with the Owner’s instructions) reserves the right to withdraw its acceptance of the Purchaser's offer via written notice to the Purchaser; and will not be liable to the Purchaser for any costs, fees and/or expenses (including but not limited to professional fees) that the Purchaser may have incurred in relation to the Property.
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b) Within 30 (thirty) days from the date of receipt by Gordian Servicing of the signed Reservation Agreement, the purchaser must negotiate, agree and sign the SPA and pay to the Owner as insurance/guarantee by the Purchaser for the faithful performance of the terms of the SPA, a deposit of:
- 10% of the Purchase Price where the Purchase Price is under €5.000; or
- €5.000 where the Purchase Price is below €300.000; or
- €10.000 where the Purchase Price is between €300.000 and €500.000; or
- €20.000 where the Purchase Price is between €500.000 and €1.000.000; or
- the lower of up to 5% of the Purchase Price and €100.000, where the Purchase Price is over €1.000.000;and a part payment of the purchase price less the Reservation Fee.
The said deposit is part payment of the Purchase Price and will be deducted from the Purchase Price if the Purchaser fulfills its/his/her obligations under the SPA. It is noted that the aforesaid may not be relevant to a sale of a Property via the sale of the shares of a SPV.
- c) Concurrently with the signing of the SPA and the payment of the deposit as stated hereinabove, the Purchaser must also pay up to 30% of the Purchase Price or as otherwise may be agreed between the parties, as part payment of the Purchase Price ("First Instalment").
- d) The remaining balance of the Purchase Price ("Balance") must be paid simultaneously with the transfer of the Property at the Land Registry to the Purchaser or at the date of the transfer of the SPV’s shares to the Purchaser,, which must take place within thirty (30) days from the signing of the SPA.
If the Purchaser does not pay the Balance, the Owner (acting via Gordian Servicing) may, at its absolute discretion, terminate the SPA and monetise, advertise and/or sell the Property to any third party, withhold any deposit and/or reservation fee received for the Purchase of the Property, and/or seek any other remedy that it may be legally entitled to, in all cases, without the purchaser having any claim against the Owner and/ or Gordian Servicing in relation to the Property, the deposit or reservation fee paid or otherwise, including but not limited to any costs and/or expenses incurred in relation to the Property to that date. In the event of termination of the SPA, the Purchaser will be obliged to withdraw immediately the SPA from the Land Registry (if it was submitted for registration).
8. The Purchase Price and/or any part of it, will be deemed as paid only once it is cleared in the Owner’s bank account, and will be accepted by the Owner only once Gordian Servicing and/or the Owner complete to their satisfaction all the Know Your Customer (KYC) and anti-money laundering checks required by applicable laws, regulations, regulatory authorities and/or Gordian Servicing’s and/or the Owner’s internal practices. Accordingly, the purchaser agrees to provide to Gordian Servicing and/or the Owner with all KYC documents and information that may be requested for this purpose.
9. Until the full payment of the Purchase Price to the Owner and the transfer of the full ownership of the Property to the Purchaser, the Owner shall retain the ownership and possession of the Property.
The process for the stamping of the SPA shall be carried out by Gordian Servicing (on behalf of the Owner), whilst the stamp duty fee shall be borne and paid exclusively by the Purchaser, who will also be responsible for paying the relevant Land Registry fees for the submission of the SPA (if any) at the Land Registry. The Purchaser shall also pay the Property transfer fees and costs for the registration of the Property in the Purchaser’s name at the Land Registry.
10. By signing and/or submitting this Tender Form, the Tenderer declares that he/she/it has visited and inspected the Property, has reviewed all the available documents concerning the Property and is fully satisfied with the Property’s state and condition, both physically and from a legal perspective. The Owner and/or Gordian Servicing shall not bear any liability towards the Tenderer for any legal or physical defect of the Property nor shall provide any representations in that respect. Further, Gordian Servicing does not accept any liability for any misinformation, inaccuracy, mistake, misrepresentation or other error or information regarding the Property, including location, size, dimensions, physical and legal condition, etc., which may be communicated at any time. The Tenderer also declares that he/she/it is willing to purchase the Property at its present state and condition irrespective of any description of the Property in the title deeds and/or in any other document concerning the Property, including without limitation any architectural plans, valuations, technical due diligence reports, advertisement or brochure.
Real Estate Agent
11. Where a Real Estate Agent is representing the Tenderer in relation to in the purchase of the Property, the following sections of this Tender Form must be completed, in addition to all other required information:
- 'Details and Authorisation of Real Estate Agent' – and be signed by the tenderer;
- 'Declaration by Real Estate Agent' – and be signed by the Real Estate Agent; and
- 'Tenderer's Acceptance of the Tender Form' – and be signed by the tenderer.
Also, Gordian Servicing must, upon request, be provided with information relevant to the Real Estate Agent to conclude its background checks in line with its internal acceptance policy requirements.
Real Estate Agent's commission
12. The Real Estate Agent recorded in this Tender Form shall be paid with the applicable percentage commission set out below only when the sale of the Property to the Tenderer recorded in this Tender Form has been completed and the total amount of the Purchase Price has been cleared in the Owner’s bank account. Gordian Servicing and/or the Owner does not accept any liability or obligation whatsoever to pay any commission, fee, remuneration, costs and/or compensation to a Real Estate Agent prior to the completion of the sale of the Property to the Tenderer and the due receipt by the Owner of the full purchase price of the Property in clear funds.
13. If the Purchase Price is up to €5.000.000 – the commission is 5% plus VAT, except where:
- a. The Real Estate Agent is a spouse or child of the tenderer, or vice versa, in which case NO commission will be paid to the Real Estate Agent;
- b. The Real Estate Agent or the Real Estate Agent’s spouse and/or child, is a shareholder of the tenderer or of a direct or indirect holding company of the tenderer (or of the spouse and/or child thereof), or vice versa – and holds more than 50% of the relevant shares; in which case, NO commission will be paid to the Real Estate Agent;
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c. The Real Estate Agent orthe Real Estate Agent's spouse and/or child is a shareholder of the tenderer or of a direct or indirect holding company of the tenderer (or of the spouse and/or child thereof), or vice versa, – and holds 50% or less of the relevant shares in which case, commission will be paid to the Real Estate Agent proportionately. For example:
- If 50% of the shares are held – the commission is 2.5%
- If 40% of the shares are held – the commission is 3%
- If 30% of the shares are held – the commission is 3.5%
- If 20% of the shares are held – the commission is 4%
- If 10% of the shares are held – the commission is 4.5%.
14. If the Purchase Price is over €5.000.000 –the commission percentage will be determined on a case by case basis (prior to the signing of a Reservation Agreement and a SPA) but shall never exceed 5% of the Purchase Price) and NO commission will be paid where paragraph 13. a. or b. above applies.
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