UNCONDITIONAL LOTS GENERAL CONDITIONS OF SALE

Special Conditions of Sale as applicable to particular Lots will be available at the Auction and prior to the Auction, at the Auctioneer's offices and will be available or issued by the Auctioneers as a supplement to the Auction catalogue and shall be taken as forming part of the same. Whether or not inspecting the same, the Purchaser shall be deemed to purchase with full notice of said Conditions and other deeds and documents as aforesaid.

THESE GENERAL CONDITIONS APPLY TO THE SALE OF EACH OF THE UNCONDITIONAL LOTS IN THE AUCTION, SUBJECT TO ANY VARIATION OR ADDITION REFERRED TI IN THE SPECIAL CONDITIONS RELATING TO THE RELEVANT LOT.

• ‘The Lot' is the property which is the subject of the sale and is described in the relevant particulars and/or the special conditions and in the Articles or Roup or any part thereof which is being offered for sale.
• ‘The Seller' is defined in the Articles of Roup.
• ‘The Offeror' is identified in the Minute of Preference and Enactment.
• ‘ThePurchaser' is identified in the Minute of Preference and Enactment.
• ‘The Auction' is the Roup of Sale held in the Sale Room on the date of the sale.
• ‘The Auctioneers' are identified in the Articles of Roup and the term includes the individual Auctioneer representing the Auctioneers and who is responsible for the conduct of the Auction.
• ‘The Auctioneer' shall be the Judge of the Roup named in the Minute of Preference and Enactment and shall have the power to determine whatever questions and differences may occur at the Roup.
• ‘The Sale Room' is the location of the Auction.
• ‘The Particulars' are the particulars relating to the Lot and are contained in the brochure relating to the auction at which it is proposed to offer the Lot for sale, or in the case of late entry, they are available, separate from the brochure, in the Sale room immediately before the Auction.
• ‘The Articles of Roup' are available in the Sale Room immediately before the Auction.
• ‘The Minute of Preference and Enactment' is contained in the Articles of Roup and will be completed following the Auction of the Lot.
• ‘The Special Conditions' are the special conditions relating to the sale of the Lot and are contained in the Articles of Roup or are available at the Sale room immediately before the Auction.
• ‘The Conditions of Sale' are generally these General Conditions of Sale and the Special Conditions of Sale.
• The singular is deemed to include the plural, and vice versa, and the masculine is deemed to include the feminine, and vice versa.
• All obligations, agreements or warranties given by or on behalf of the Purchaser and/or the Offeror pursuant to the Particulars or Conditions of Sale shall, where such party consists of two or more persons, be deemed to be joint and several.
• The under mentioned headings do not form part of the Conditions of Sale and are only to assist ease of reference. The relevant subject matter may also be dealt with under headings apparently relating to different topics

Relationship between the General and Special Conditions

2. In the event of anything in these General Conditions conflicting with the Special Conditions the Special Conditions will prevail

3. The Seller reserves the right to alter the Conditions of Sale at any time prior to the sale taking place.

The Auction

4. Unless otherwise stated, the Lot shall be offered for sale at the Auction, subject to an undisclosed reserve price.

5. The Auctioneers have the right to regulate the bidding and refuse to accept any bids without assigning any reason therefor in their sole and absolute discretion. In the event of any dispute on bidding, the Auctioneer's decision shall be final.

6. The Auctioneer's shall have the right to divide and sell the lot in separate lots if the whole is unsold, or to amalgamate individual Lots and sell them in one Lot.

7. The Seller reserves the right to withdraw the Lot from the Auction and the Seller reserves the right to sell the whole or any part of the Lot before the Auction without, in either event, disclosing the reserve price. No claim will be allowable in the event of such withdrawal.

8. Subject to the foregoing provisions, the highest Offeror for the Lot at the Auction shall be the Purchaser. On the Lot being knocked down, the successful Offeror must complete and sign the Minute of Preference and Enactment, the date of which shall be the date of the Auction and the Offeror shall become bound and obliged for the sum offered by him. If the successful Offeror acted as an agent, he must give the Auctioneer's clerk the details of the Principal at the time of completing and signing the Minute of Preference and Enactment. In default the Auctioneers shall be entirely at liberty to re-submit the Lot for sale at any time without consulting or giving notice to the original successful bidder or his Principal. The Auctioneer may sign on behalf of the Purchaser, thus binding the Purchaser.

Corporate Purchaser

9. In the event of the Purchaser being an Incorporated Company, it is agreed that this contract is entered in to at the request of an Agent (the Guarantor) whose bid the Auctioneers will have accepted. In consideration of this contract being entered in to at the request of the Guarantor, the Guarantor warrants to the Seller and the Auctioneers that the Purchaser is a properly constituted Incorporated Company empowered to purchase, take on lease or otherwise acquire any land and building or interest in any heritable rights connected with any such land or buildings and that the Guarantor has absolute authority to bind the Company to this contract as its Agent and he guarantees to the Seller:

I. That the Purchaser will observe and perform all its obligations under this contract and in accordance with the Conditions of Sale, and will pay and make good to the Seller all, losses, costs, damages and expenses occasioned to the Seller by non-performance of the terms and conditions of this contract or any of them including (but without prejudice to the generality of the foregoing) the nonpayment of the deposit or the whole or any part of the purchase price or any other moneys which may become due on completion, and it is agreed that any neglect or forbearance on the part of the Seller in enforcing or giving time to the purchaser for the performance of the terms and conditions of this contract or any of them, shall not in any way release the Guarantor in respect of his personal liability under this condition.

II. That if the Purchaser shall enter in to liquidation and the Liquidator shall disclaim this contract, the Guarantor shall, if the Seller within 21 days after receiving such disclaimer so requires by giving 14 days notice in writing to the Guarantor, agree that the original contract be rescinded and shall personally enter in to a fresh contract with the Seller on the original terms and conditions. In the event of the Seller serving such notice, the Date of Entry (for which time shall be of the essence) shall be on or before the expiration of such a notice and the Conditions of Sale shall apply and the Guarantor shall pay to the Seller such sum or sums as the Purchaser would have been liable to pay (including interest) had the Liquidator not disclaimed the contract including (but without prejudice to the foregoing generality) The amount of the deposit payable on the signing of the Memorandum of Sale (if such deposit has not previously been paid) and the whole or whatever part of the purchase price and other monies may become due on the Date of Entry.

III. That the Guarantor shall within 5 working days of any request therefor, provide to the Seller such evidence as they may reasonably require to verify any warranties given by the Guarantor under the condition.

Deposit and Buyer's Premium

10. (a) Buyer's Premium Auctions:- A Buyer's Premium of 5% of the purchase price plus vat or a Buyer's Premium of £5000 plus vat or such other sum as may be agreed plus a deposit of 5% of the purchase price or £5000 or such other sum as may be agree shall be paid by the Offeror to the Auctioneer immediately after the Auction. The Buyer's Premium shall not be treated as part payment of the purchase price and shall not be refundable to the Purchaser except in the event of default on the part of the Seller unless such default is due to the acts or omissions of the Purchaser or their Agents.

(b) Standard Auctions:- A Deposit of 10% of the final purchase price shall be paid by the Offeror to the Auctioneer immediately after the Auction. The Deposit is non refundable to the Purchaser except in the event of default on the part of the Seller unless such default is due to the acts or omissions of the Seller or their agents.

Payment of the Buyer's Premium and Deposit must be made by way of cleared funds. Cheques will only be accepted at the discretion of the Auctioneers.

11. In the event of the Auctioneers accepting payment by way of cheque then the Auctioneers reserve the right to hold the Minute of Preference and Enactment until the cheque tendered has been cleared and/or until the full amount has been received by the Auctioneers.

12. The contract for the sale of the Lot shall be created upon the Auctioneers accepting a bid from a purchaser, unless otherwise stated in the Special Conditions of Sale, and the payments aforementioned shall not be a precondition of the contract.

13. If a cheque given for payment is dishonoured or is not met when first presented or if the Purchaser fails to pay the required amount immediately after the Auction, the Seller shall be entitled to treat such dishonor or failure as a repudiation of the contract and rescind the contract without prejudice to the Seller's right to claim damages.

Settlement

14. On the Date of Entry and in exchange for payment of the whole purchase price and interest thereon, if any, The Seller shall deliver to the Purchaser (a) a validly executed Disposition or where appropriate Assignation of the Lot in favour of the Purchaser under the burdens and others referred to in the title deeds of the Lot or otherwise affecting the same (b) any documentation, including title deeds, relating to the Lot.

15. Any current lets, servitudes, rights of possession and other rights however constituted shall be excluded from warrandice granted by the Seller.

Property at Risk of Purchaser

16. The risk of damage or destruction of the Lot shall pass to the Purchaser from midnight on the date of the Auction. The Purchaser shall be bound to proceed with the purchase of the Lot in terms of the Articles of Roup notwithstanding damage to or destruction of the Lot from whatever cause.

Particulars

17. It is the Purchaser's responsibility to satisfy himself as to the accuracy of each aspect of the particulars before making a bid for the Lot. The Seller reserves the right to alter the particulars at any time prior to a sale taking place.

Tenure and Interest

18. The tenure of the Lot or interest sold are as stated in the particulars and/or Special Conditions. If the title is not registered in The Land Register of Scotland or in The Register of Sasines it will be deducted in accordance with the Special Conditions.

19. The title will be taken as it stands and the Purchaser will be taken to have satisfied himself as to the validity and sufficiency of the title and the burdens and conditions affecting same and of the Seller's right to sell same.

20. The Lot is sold under burden of any servitudes and right of wayleave affecting same.

21. The Purchaser shall free and relieve the Seller of all obligations encumbent upon the Seller to uphold and maintain any items of common property within or connected with the Lot.

22. Minerals will be conveyed only in so far as the Seller has right thereto and no mining or other minerals report will be exhibited or delivered.

23. The Purchaser shall be deemed to have made all necessary enquiries in connection with the planning position, the status of roads, footpaths and drains and generally all such other matters as are normally covered by Local Authority Property Enquiry Certificates and the Seller will not be required to produce any.

24. No warranty is given as to the compliance by any occupants of the Lot with legislation or as to the fitness of the Lot for any use or purpose.

25. No Searches in the Property Register or Land Register Reports, Searches in the Personal and Charges Register or Companies Files of the Seller or any predecessors in title will be exhibited or delivered, nor will be any letters of non-crystallisation of floating charges and no letter of obligation will be granted by the Seller's solicitor.

26. The Seller will be responsible for the discharge of any Standard Securities recorded or registered in respect of the Lot. Where any Lot is being sold by the Seller as heritable creditor in possession, the Seller will not be under any obligation to deliver (a) a discharge of the security in favour of the Seller (b) a discharge of any postponed or pari passu securities or charges or (c) a discharge of any inhibitions registered against the granter of the security in favour of the Seller and dated after the date of recording or registration of the security.

27. Any plan which the Purchaser may wish to incorporate in his title to the Lot or which may be required by the Land Register shall be prepared at the sole expense of the Purchaser and shall not be warranted by the Seller.

28. The Seller will be under no obligation to exhibit or deliver any evidence required under or by virtue of The Matrimonial Homes (Family Protection) Act 1981 as amended in regard to the Seller's position.

29. The Lot is exposed for sale tantum et tale and as the Seller has right thereto and no warranty is given as to descriptions, extents, boundaries, advertisements, accommodation, rentals, rateable value, feuduties, ground annuals or other payments, servitudes, certificates of completion, planning or any orders or regulations or notices made or issued by any authority or any particulars, plans or information given by the Seller or its agents or any further matter or thing of any kind whatever and the Purchaser admits that he has enquired and satisfied himself on all matters or otherwise he takes all risks. The whole titles will be made available prior to the Auction on request. If any misstatement, error or omission shall be found as regards the Lot in any manner of way whatsoever the same shall not annul the purchase or entitle the Purchaser to be relieved thereof nor to claim any deduction or abatement from the price offered by the Purchaser or to retain the same or any part thereof.

Planning

30. The Purchaser will be deemed to purchase the Lot with full notice in every respect regarding the actual use made of the Lot, and the Purchaser or any prospective mortgagee shall raise no requisition or objection thereto and the Purchaser shall take the Lot subject to the said use, and nothing in the Particulars or Conditions of Sale and nothing communicated by or on behalf of the Auctioneers shall be deemed to make a representation or warranty by the Seller that such use is or will become or will continue to be permitted use within the provisions of relevant legislation.

Planning and Associated Matters

31. Notwithstanding anything in the particulars or the Conditions of Sale, no representation, warranty or condition whether collateral or direct or indirect has been made or shall be made or implied on behalf of the Seller either as to the state or condition of the Lot or any part thereof or as to whether the same is subject to any schemes, resolutions, development orders, improvement or repairs notices, or any proposals under the Housing Acts or any other legislation or regulations or any of them as to whether the Lot is in an area for which redevelopment is proposed or is subject to road widening proposals or schemes or other matters. The Purchaser shall purchase subject to all such matters whether or not any relevant enquiry is made by or on behalf of the Purchaser. Neither the Seller nor the Auctioneer shall be required or obliged to inform the Purchaser of all or any such matters and the Purchaser shall raise no enquiry, requisition or objection regarding such matters and neither the Seller nor the Auctioneers shall be liable in any way with regard to all or any such matters or for failure to disclose the same, it being the sole responsibility of the Purchaser to satisfy himself in respect of all such matters.

To Whom Title will be Transferred

32. The Seller shall neither be required to convey, transfer or assign or assign the Lot to any person other than the Purchaser (or Guarantor if the Purchaser defaults or Liquidator disclaims the contract) nor shall the Seller be required to execute a Disposition or Assignation other than of the whole Lot nor at a price different from that stated in the Minute of Preference and Enactment.

Date of Entry

33. The Date of Entry when the balance of the purchase price will be paid shall take place on the date specified in the Special Conditions or if not specified, 28 days from the date of the Auction or such other date as may be agreed by the Seller. If the balance of price has not been paid by 3pm on the specified date (for any reason other than the Seller' neglect or default) the Seller shall be entitled to refuse to settle the transaction on that day or (as a condition of completing after 3pm on that specified date) to require that the next working day shall be deemed to be the Date of Entry for the purpose of calculating interest.

34. The Purchase price shall be exclusive of vat. Should vat be chargeable on the sale of the Lot the purchaser will pay such vat in addition to the purchase price.

35. For the avoidance of doubt, payment of the balance of the purchase price on the Date of Entry is an essential condition of the contract.

36. Payment of the balance of the purchase price by 3pm on the Date of Entry is an essential condition of the contract. Should the full price not be paid by such time the Seller shall have the right to obtain from the Purchaser interest at the rate of 5% per annum above the base rate of The Royal Bank of Scotland plc on the whole price notwithstanding that the Purchaser may not have taken entry, to run (1) until full payment of the purchase price is made or (2) in the event of the Seller exercising its option to rescind the contract until such time as the Seller shall have completed a resale of the Lot and received the resale price, and further, interest shall run on any shortfall between the purchase price under this contract and the resale price until such time as the shortfall has been paid to the Seller. The Seller shall have the sole right to refuse the Purchaser entry to the property other than in exchange for payment of the full purchase price. If the balance of the purchase price with accrued interest is not paid within 28 days of the Date of Entry the Seller shall be entitled, but not bound, to treat the Purchaser as being in material breach of contract and to rescind on giving 7 days prior notice in writing to the Purchaser and in such circumstances the Purchaser's Buyer's Premium and Deposit will be held to be forfeit without prejudice to any rights and claims competent to the Seller arising from the breach of contract by the Purchaser, including the Seller's right to claim all losses, damages and expenses (including without prejudice to the foregoing the cost of re-advertising and any loss on sale, the cost of funding and any loss of income and expenses incurred) sustained as a result of the Purchaser's breach of contract including interest on the balance of the purchase price calculated in accordance with the terms of this clause. The damages and interest aforesaid which may be claimed by the Seller shall be deemed to be a liquidate penalty provision exigible notwithstanding the exercise by the Seller of its option to rescind the contract or repudiation of the contract by the purchaser. The Seller shall not however be entitled to the said remedies in respect of any period of delay caused directly by the Seller or their Agents.

Dilapidations

37. The Purchaser shall take the Lot subject to and shall be responsible for compliance with all notices and/or requirements which have been made by the Local Authority or Landlord or any other person or body and whether the same be served or intimated before or after the date of the making of the contract of sale and purchase the Lot, which contract is the subject of these Conditions of Sale. The Purchaser shall be responsible for compliance with any Schedule of Dilapidations before or after the date of the said contract. The Purchaser shall not make any requisition or objection in regard to any of the above matters and the Purchaser shall indemnify the Seller in respect of any claims which have arisen or which may arise in regard thereto. The Purchaser shall take the Lot as it stands as to condition, repair and use immediately prior to the making of the said contract. The Purchaser accepts full liability and responsibility for the cost of implementing any outstanding statutory notices issued by the Local Authority or by any other body.

Obligations, Restrictions etc

38. If the Lot shall be sold subject to any Lease, Covenant, Restriction or other matter referred to in the Special Conditions, then unless otherwise provided in the Special Conditions, the details of such matters may be inspected at the office of the Seller's Solicitor during normal office hours and the Purchaser will be deemed to purchase with full knowledge of these matters whether or not he shall have availed himself of the opportunity to make such inspection.

Rent

39. No representation is made that the rent payable in respect of the Lot is that properly charged under any current statute.

Service Installations

40. The Purchaser shall satisfy himself as to the ownership of all services and installations in or under the lot. No warranty is given that any such services and fittings are in working order or comply with regulations governing them.

Misrepresentation

41. All statements contained in the particulars are made (so far as the law allows) without responsibility in respect of the Auctioneer or the Seller and are statements of opinion and not to be taken as or implying a statement of fact. Any intending Purchaser must satisfy himself by inspection or otherwise as to the correctness of each statement contained in the particulars.

42. The Seller does not make or give any representation or warranty in relation to any aspect of the Lot, nor have the Auctioneers or any person in the employment of the Auctioneers any authority to do so on the Seller's behalf.

43. The Purchaser acknowledges that he does not place and has not placed any reliance whatsoever on any statements or representations in writing or otherwise made or alleged to have been made by or on behalf of the Seller.

44. The Articles of Roup and the Minute of Preference and Enactment to follow thereon will form a continuing and enforceable contract notwithstanding the delivery of a Disposition except in so far as fully implemented thereby, but the contract shall cease to be enforceable after a period of three months from the Date of Entry.

Arbitration

45. If any questions arise regarding the true meaning and intent of the Articles of Roup or the Minute of Preference and Enactment or the rights and obligations of the parties under same or otherwise affecting the Lot, every such question shall be submitted on the application of either party to the amicable decision of any arbiter having experience in either residential or commercial property as the case may be to be appointed by the President of the Law Society of Scotland whose decision shall be binding. The terms of section3 of The Administration of Justice (Scotland) Act 1972 are excluded.

Law of Scotland

46. The Law of Scotland shall apply to the interpretation of the Articles of Roup and any Minute of Preference and Enactment following thereon and the Seller and the Purchaser by their execution thereof thereby prorogate the jurisdiction of the Court of Session in relation to all actions arising out of these presents.