This Schedule is attached to and forms part of the Agreement of Purchase and Sale between:
Terms & Conditions
The Buyer hereby acknowledge and agree to deliver the Deposit as mentioned in this Agreement of Purchase and Sale by certified cheque, money order or bank draft to the Deposit Holder within 24 hours of the time stated in the "Confirmation of Acceptance" section of this Agreement of Purchase and Sale. TIME IS OF THE ESSENCE with respect to this obligation. In the event that the Deposit Holder does not receive the said Deposit within this period, the Seller may, at their sole and absolute discretion, declare this Agreement terminated due to Buyer's default. Upon such termination, the Seller shall be at liberty to immediately re-list the property for sale and to accept another offer, and the Seller reserves all rights to pursue any and all legal remedies against the Buyer, including, but not limited to, a claim for damages.
If conditions are not waived in writing by [date/time], the Seller may, at their sole and absolute discretion, declare this Agreement null and void.
Notwithstanding any other provision of this Agreement, the Buyer(s) shall ensure that the balance of the purchase price, subject to adjustments, is paid on the date of completion by certified cheque, bank draft, or wire transfer drawn on or issued from the trust account of the Buyer's solicitor, made payable to the Seller's solicitor in trust. The Buyer(s) shall instruct their solicitor to arrange such payment directly from the solicitor's trust account.
The Seller reserves the right to continue to offer the property for sale and accept backup offers until all conditions have been waived or fulfilled.
The Buyer shall not assign this Agreement without the prior written consent of the Seller.
The Seller(s) and Buyer acknowledge and agree that there is no express or implied warranty on the condition of the chattels which are included in this Agreement of Purchase and Sale.
All parties acknowledge and agree that notwithstanding the completion date set out in this offer, the Seller(s) has the right to advance or postpone the completion date of the transaction by not more than 60 days once, by giving written notice of the amended completion date to the Buyer or his solicitor at least 30 days in advance of the earlier of the completion date set out therein and the amended completion date. All parties also acknowledge and agree that the Title Search Date will be changed to 10 business days before the amended completion date; provided that if such date falls on a weekend or a statutory holiday in the Province of Ontario, the Title Search Date shall be the next preceding business day that is not a weekend or statutory holiday.
The Buyer represents and warrants that, as of the date of this Agreement, the Buyer is purchasing the property for the Buyer's own personal use and occupancy, and not as inventory or in the course of a business, and that HST does not apply to this transaction.
The Buyer acknowledges that the Seller shall not be obligated to remedy any title objections and the Buyer's sole remedy shall be to terminate this Agreement.
This Schedule is attached to and forms part of the Agreement of Purchase and Sale between:
The Buyer acknowledges having been advised to seek independent legal advice prior to executing this Agreement.
In the event the Buyer fails to complete this transaction for any reason not permitted by this Agreement, the deposit paid shall be forfeited to the Seller as liquidated damages and not as a penalty, without prejudice to the Seller's right to pursue any other remedies available at law or in equity, including but not limited to a claim for damages.
The Buyer and the Buyer's agents, inspectors, and contractors shall not access the property without the prior written consent of the Seller or the Listing Brokerage. The Buyer shall be responsible for and shall indemnify the Seller against any loss, damage, or liability arising from any entry upon the property by the Buyer or any person authorized by the Buyer, and shall restore the property to its original condition following any inspection or test.
The Buyer's representations and warranties contained in this Agreement, including but not limited to those relating to the Buyer's intended use of the property and the applicability of Harmonized Sales Tax (HST), shall survive and not merge upon the completion of this transaction, and shall continue in full force and effect following the closing date.
Once any condition set out in this Agreement has been waived in writing by the party for whose benefit the condition was included, such waiver shall be final and irrevocable and shall not be withdrawn or revoked by such party.
The Buyer shall make a bona fide application for financing within two (2) business days of acceptance of this Agreement and shall pursue such application diligently and in good faith. The Buyer shall provide the Seller, upon request, with reasonable evidence that a financing application has been submitted. The Buyer shall not deliberately frustrate or fail to pursue the fulfillment of the financing condition.
Notwithstanding any other provision of this Agreement, if the Buyer provides written notice of any deficiency, defect, or objection which would otherwise entitle the Buyer to terminate this Agreement, the Seller shall have five (5) business days from receipt of such notice to remedy, cure, or satisfy the deficiency, defect, or objection. If the Seller remedies, cures, or satisfies the deficiency, defect, or objection within such period, the Buyer shall not be entitled to terminate this Agreement on the basis of such deficiency, defect, or objection.
The Seller makes no representation or warranty that any improvements, renovations, alterations, or additions to the property were made in compliance with applicable building codes, by-laws, or that the necessary permits were obtained. The Buyer acknowledges that it is the Buyer's sole responsibility to verify permit history and compliance with all applicable municipal requirements at the Buyer's own expense prior to the waiver of conditions.
Pre-Closing Visit Limitations. The Buyer acknowledges and agrees that any pre-closing re-visits to the property shall be limited to a maximum of one (1) hour each, on at least twenty-four (24) hours' written notice to the Seller, at a mutually agreed upon time, and accompanied by the Seller or the Seller's representative. The Buyer further acknowledges and agrees that such re-visits shall be for the sole purpose of measurement and obtaining contractor quotes, and not for the purpose of re-inspection of the condition of the property. The Buyer's pre-closing visits shall not extend, revive, or create any condition, warranty, or right of objection regarding the property's condition.
Chattels and Equipment Inspection and Acceptance. The Buyer shall have the right, at the Buyer's sole expense and discretion, to inspect and test all chattels and equipment prior to taking possession of the keys. The Buyer's failure to inspect or test any chattel or equipment prior to taking possession shall be deemed acceptance of such chattel or equipment in its then-existing condition. Any defect in the chattels or equipment must be brought to the Seller's attention in writing prior to completion of this transaction. Failure to provide written notice of a defect prior to completion shall be deemed acceptance of the chattel or equipment and a waiver of any claim under the Seller's warranties.
Standard of Discretion for Conditions. Notwithstanding any provision in this Agreement or any Schedule attached hereto to the contrary, all conditions in this Agreement that are stated to be fulfilled to the satisfaction of the Buyer in the Buyer's "sole and absolute discretion," "sole discretion," or words of similar effect, shall be deemed amended to require the Buyer to act reasonably and in good faith in determining whether such conditions have been fulfilled. The Buyer agrees that any decision to declare a condition unfulfilled must be based on a reasonable, good-faith assessment of the inspection report, financing application outcome, status certificate review, or other applicable matter, as the case may be.
Buyer's Financing Application Obligation. The Buyer agrees to apply diligently and in good faith for financing, and to provide the Seller with a copy of the lender's mortgage commitment letter or written denial upon request within forty-eight (48) hours of such request. Failure of the Buyer to apply for financing in good faith shall constitute a breach of this Agreement, and the Buyer shall not be entitled to rely on the financing condition to terminate this Agreement or to recover the deposit.
Limitation on Warranties — Survival, Cap, and Remedy. Notwithstanding any provision in this Agreement or any Schedule attached hereto to the contrary, all representations and warranties made by the Seller with respect to the chattels, fixtures, mechanical, electrical, heating, ventilation, air conditioning, plumbing, and other equipment included in this Agreement of Purchase and Sale shall expire and be of no further force or effect on the date that is forty-eight (48) hours after completion of this transaction. The Buyer's sole and exclusive remedy for any breach of such representations and warranties shall be limited to the reasonable cost of repair or replacement, not to exceed Five Hundred Dollars ($500.00) per item, and in no event shall the Seller be liable to the Buyer for consequential, indirect, incidental, special, or punitive damages, loss of use, loss of enjoyment, or diminution in value of the property. "Working order" shall mean functional in the manner intended; cosmetic wear, age-related deterioration, and end-of-life-cycle conditions are excluded.