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Download scottish-standard-clauses-client-guide-third-edition.pdf and more Study notes Law in PDF only on Docsity! CLIENT GUIDE TO THE SCOTTISH STANDARD OFFER AND SCOTTISH STANDARD CLAUSES (EDITION 3) CONTENTS SECTION 1 INTRODUCTION PART 1 - The Purpose of Scottish Standard Clauses PART 2 - A Scottish Missives Chain SECTION 2 THE SCOTTISH STANDARD OFFER SECTION 3 THE SCOTTISH STANDARD CLAUSES (EDITION 3) SECTION 4 EXPLANATION OF THE SCOTTISH STANDARD CLAUSES (Edition 3) Written by Ian C. Ferguson of Mitchells Roberton Ltd on behalf of and issued by the Edinburgh Conveyancers Forum and Glasgow Conveyancers Forum and the Scottish Standard Clauses Working Party SECTION 1 INTRODUCTION PART 1 - The Purpose of Scottish Standard Clauses The purchase of a house is the most important single financial transaction most clients undertake. It can be a stressful process for both buyer and seller (and sometimes for their Solicitors too!). The advice and assistance of a Solicitor experienced in house purchase and sale and conveyancing is absolutely essential. An offer for heritable property in Scotland requires to be in writing and there is no binding or enforceable contract until an offer or a qualified acceptance of an offer is met with by a straight acceptance in writing. Up to the 1970’s, Missives comprised around five clauses. However, cases and other developments in the law made the process more complicated. Offers expanded greatly in size and complexity. It was rarely possible or wise to give an unconditional acceptance of an offer. In addition most individual firm’s offers tended to be based on a “wish list” of best possible outcomes for the purchaser. The reality however was that qualified acceptances cut the offer down to size and there then emerged a wording that most Solicitors would “settle for”. The Scottish Standard Clauses have been based on the “settled for” position of what most practitioners usually accepted. The aim is that neither Solicitors nor their clients should have to go through the existing painful process of offer and numerous qualified acceptances. The offer, any qualified acceptances and the final acceptance together are called “the Missives”. When final agreement is reached the Missives are said to be concluded and there then exists a legally binding contract. Until that point both the Seller and the Purchaser can back out or withdraw from negotiations, without warning, reason or penalty. When Missives are concluded, either party can sue the other in the event of a breach by one or the parties to carry out his or her part of the bargain. One of the greatest advantages of the Scottish system in the past was the speed with which Missives were concluded. The system, where each Solicitor had an own style of offer that became longer and longer and more technical, slowed this process. Accordingly over several years various regional areas created Standard Clauses for their area. Now a single style has been adopted by most areas in Scotland called the Scottish Standard Clauses. The offer appears in Section 2 and defines the Purchaser, the Property, the Price, the Date of Entry (when you obtain your keys) and details of any moveable items included in the sale. Some moveable items are already covered by Clause 1 of the Standard Clauses under the heading “Fixtures, Fittings and Contents”. The offer makes reference to the Scottish Standard Clauses (Edition 3) and incorporates them as conditions of the offer. Guidelines issued to Solicitors request that changes should be made for valid reasons of substance e.g. making the offer subject to survey and not for the reasons of style. The aim is to conclude the Missives with either a straight acceptance of the offer or hopefully not more than one qualified acceptance before a final acceptance. An offer in the Standard style could in theory receive a straight acceptance. Accordingly purchasing clients will have to be completely “upfront” with the seller and will need to state whether their offer is subject to survey or a loan or conclusion of Missives for the sale of their own property. Complete frankness is required as a Purchaser may find himself bound to a SECTION 3 THE SCOTTISH STANDARD CLAUSES (EDITION 3) This is the Schedule specified in the Deed of Declaration by Ross Alexander MacKay dated 2 October 2018 SCOTTISH STANDARD CLAUSES (EDITION 3) INTERPRETATION In these Clauses:- “Date of Settlement” or “settlement” means the date on which settlement is actually effected whether that is the Date of Entry or not; “the Missives” means the contract of purchase and sale concluded between the Purchaser and the Seller of which the Offer incorporating reference to these Clauses forms part; The terms “the Purchaser”, “the Seller”, “the Property”, “the Price” and “the Date of Entry” have the meanings set out in the Offer or other document incorporating reference to these Clauses; “the 2012 Act” means the Land Registration etc (Scotland) Act 2012; “working day” means any day on which clearing banks in Edinburgh, Glasgow and London are open for normal business; “the Building” means, where applicable, the larger building or tenement of which the Property forms part. The masculine includes the feminine and words in the singular include the plural and vice versa. Any intimation shall be in writing (which shall include, for avoidance of doubt, faxes or emails). Where any intimation must be given within a specified period, time will be of the essence. 1 FIXTURES, FITTINGS & CONTENTS 1.1 The Property is sold with: 1.1.1 all heritable fittings and fixtures; 1.1.2 all items of whatever nature fixed or fitted to the Property the removal of which would materially damage the fabric or decoration of the Property; 1.1.3 all items stated to be included in the sales particulars or advertisements made available to the Purchaser; 1.1.4 the following insofar as any were in the Property when viewed by the Purchaser: garden shed or hut, greenhouse, summerhouse; all growing plants, shrubs, trees (except those in plant pots); artificial grass; all types of blinds, pelmets, curtain rails and runners, curtain poles and rings thereon; all carpets and floor coverings (but excluding loose rugs), stair carpet fixings; fitted bedroom furniture; all fixed bathroom and cloakroom mirrors, bathroom and toilet fittings; kitchen units; all cookers, hobs, ovens, washing machines, dishwashers, fridges and freezers if integral to or encased within matching units; extractor hoods, extractor fans, electric storage heaters, electric fires, electric light fittings (including all fluorescent lighting, external lighting, wall lights, dimmer switches and bulbs and bulb holders but not shades); television aerials and associated cables and sockets, satellite dishes; loft ladders; rotary clothes driers; burglar alarm, other security systems and associated equipment; secondary glazing; fixed shelving, fireplace surround units, fire grates, fenders and associated ironmongery; and 1.1.5 oil in any storage tank and gas in any gas cylinders or tank remaining at the Date of Settlement. 1.2 Where a wheeled bin or other receptacle for the collection of refuse is provided free of charge by the Local Authority or other body responsible for the collection of refuse, the Seller shall ensure that the wheeled bin or other receptacle is left at the Property for the Purchaser failing which the Seller shall meet the cost of replacing same. 1.3 The Seller warrants that at the Date of Settlement all items included in the Price are owned by the Seller, are or will be free of all debt, and are not the subject of any litigation. 1.4 The Seller undertakes to remove all moveables from the Property not otherwise included in the Price as at the Date of Settlement. 2 AWARENESS OF CIRCUMSTANCES AFFECTING THE PROPERTY 2.1 So far as the Seller is aware (but declaring that the Seller has made no enquiry or investigation into such matters) the Property (including in respect of Clauses 2.1.3 and 2.1.4 the Building, if appropriate) is not affected by: 2.1.1 any Notice of Potential Liability for Costs registered in terms of the Tenements (Scotland) Act 2004 or the Title Conditions (Scotland) Act 2003; 2.1.2 any Notices of Payment of Improvement / Repairs Grants; 2.1.3 (nor has been affected by) flooding from any river or watercourse which has taken place within the last 5 years; 2.1.4 other than as disclosed in the Home Report for the Property any structural defects; wet rot; dry rot; rising or penetrating damp; woodworm; or other infestation. 3 SPECIALIST REPORTS 3.1 Any guarantees in force at the Date of Entry in respect of (i) treatments which have been carried out to the Property (or to the Building, if appropriate) for the eradication of timber infestation, dry rot, wet rot, rising damp or other such defects, and/or (ii) insulation and double glazing, together with all supporting estimates, survey reports and other papers relating thereto (“the Guarantees”) will be exhibited on conclusion of the Missives and delivered at settlement. 3.2 The Seller confirms that he is not aware of anything having been done or omitted to be done which might invalidate the Guarantees. 3.3 If requested, and insofar as necessary and competent, the Guarantees will be assigned to the Purchaser at the Purchaser’s expense. 4 CENTRAL HEATING, SYSTEMS AND APPLIANCES 4.1 The Seller undertakes that any systems or appliances of a working nature (including central heating, water, drainage, electric and gas) forming part of the Property or included in the Price will be in working order commensurate with age as at the Date of Settlement. 4.2 The Seller will make good any defect which prevents any system or appliance being in such order provided said defect is intimated in writing within 5 working days of settlement. Failing such intimation, the Purchaser will be deemed to be satisfied as to the position. 4.3 The Seller will only be responsible for carrying out any necessary repairs to put any system or appliance into such order and shall have no liability for any element of upgrading (except to the extent such upgrading is required to put any such system or appliance into such order). 4.4 The lack of any regular service or maintenance of any system or appliance or the fact that it may no longer comply with current installation regulations shall not, of itself, be deemed to be a defect. 4.5 The Purchaser shall be entitled to execute any necessary repairs at the expense of the Seller without reference to the Seller or the Seller’s tradesmen (i) in the event of an emergency; (ii) in the event that the Seller’s tradesmen do not inspect the alleged defects within 5 working days of intimation; or (iii) in the event that any necessary repairs are not carried out within 5 working days of inspection. 4.6 The Seller confirms that he has received no notice or intimation from any third party that any system (or any part thereof) is in an unsafe or dangerous condition. 5 DEVELOPMENT 5.1 The Seller warrants that he has not served or been served with nor received any neighbour notification notice issued in terms of planning legislation in respect of any development. This warranty shall not apply (i) in respect of a development which 8.2 All Planning Permissions or other Local Authority consents necessary for additions or alterations (including change of use) completed to the Property (or if the Property has been erected) within 10 years of the Date of Entry shall be exhibited before and delivered at the Date of Entry. 8.3 The Seller warrants (i) that any building work carried out to the Property has been in a state of substantial completion for a period of not less than 12 weeks prior to the date of conclusion of the Missives; and (ii) that no valid objection to the work was made at any time by a person with title and interest to do so under a valid real burden. 8.4 There are no planning conditions of a continuing nature which restrict or prohibit the current use of the Property. 9 DISPUTES/LITIGATION 9.1 The Seller warrants that neither the Property nor the Seller’s title are affected by or are under consideration in any court proceedings or other litigation or are the subject of any dispute. 9.2 There are no current disputes with neighbouring proprietors or occupiers or any other parties relating to access, title or common property. 10 ACCESS 10.1 The Seller will after conclusion of the Missives and upon receipt of reasonable notice by the Purchaser give access to the Purchaser or his agents to the Property at reasonable times for the purposes of inspection, measurement or the provision of quotations. This right of access however shall not be exercised on more than 2 occasions without the consent of the Seller. 11 UTILITIES AND SERVICES 11.1 Unless the services have been terminated (which termination shall be intimated to the Purchaser) prior to conclusion of the Missives, the Seller will co-operate in the transfer of gas, electricity, telephone and other service supplies to the Purchaser but the Seller will not be responsible for any re-connection charges incurred. The Seller may retain the existing telephone number. 11.2 Roads 11.2.1 The Seller warrants that:- EITHER All roadways, footpaths and kerbs ex adverso the Property have been made up and paid for and are maintained by the Local Authority OR There is a private access road to and from the Property from a roadway maintained by the Local Authority. 11.3 Water 11.3.1 The Seller warrants that:- EITHER The Property is connected to the mains water supply OR The Property is connected to a private water supply system and the water supply is of sufficient quality to comply with the bacteriological and chemical parameters laid down in the Private Water Supply (Scotland) Regulations 2006 as amended. So far as the Seller is aware the supply is adequate in quantity at all times for all normal domestic purposes and for the present use of the Property. The Seller will deliver prior to the Date of Entry a report dated not earlier than 6 months prior to the Date of Entry from the Local Authority or where applicable, the Public Analyst evidencing that the said supply meets the said Regulations. 11.4 Drainage 11.4.1 The Seller warrants that:- EITHER The Property is connected to the public sewer and drainage system OR The Property is connected to a private drainage system comprising a septic tank, treatment plant, or reed bed with relative outfall pipe and/or soakaway and all relative pipes, drains and connections ("the Drainage System"). There will be exhibited prior to and delivered at the Date of Entry evidence that the Drainage System relating to the Property is either registered or licensed with the Scottish Environment Protection Agency or any other appropriate authority under the Water Environment (Controlled Activities) (Scotland) Regulations 2005. The Seller warrants that he has done nothing nor has any event occurred to contravene or prejudice the terms of the registration or licence. 12 BREACH OF CONTRACT BY SELLER 12.1 If at the Date of Entry the Seller does not give vacant possession or otherwise fails to implement any material obligations due by the Seller in terms of the Missives, then the Purchaser will be entitled (provided the Purchaser is in a position to settle the transaction on the Date of Entry) to claim damages for any reasonable loss incurred by the Purchaser arising from such failure. 12.2 In the event that the Seller’s breach of contract continues for 14 days after the Date of Entry the Purchaser will be entitled to treat that breach as repudiation and to rescind the Missives on giving the Seller notice to that effect. 12.3 This condition (i) shall apply without prejudice to any other rights or remedies available to the Purchaser, and (ii) shall not apply in the event of the Seller’s failure to settle being attributable to the fault of the Purchaser. 13 BREACH OF CONTRACT BY PURCHASER 13.1 The Price will be paid in full on the due date. 13.2 The Seller will not be obliged to give vacant possession of the Property except as against payment of the Price and any interest or losses due as aftermentioned. 13.3 If the Price is paid after the due date, whether in whole or in part, the Seller will be entitled to payment from the Purchaser, at the Seller’s option, of one (but not both) of: 13.3.1 ordinary damages in respect of all proper and reasonable losses arising out of the late payment of the Price (which includes but is not limited to Wasted Expenditure); or 13.3.2 interest on the amount of the Price outstanding at the Prescribed Rate from the due date until the date when payment is made. 13.4 If the Price remains unpaid in whole or in part at any time more than 14 days after the due date, the Seller will be entitled to rescind the Missives, and to payment from the Purchaser, at the Seller’s option, of one (but not both) of: 13.4.1 ordinary damages in respect of all proper and reasonable losses arising out of the non payment of the Price and failure of the Missives (which includes but is not limited to Wasted Expenditure); or 13.4.2 liquidated damages, payable on the end date, calculated as the amount of interest which would have run on the amount of the Price outstanding at the Prescribed Rate from the due date until the end date (under deduction of any amount by which the Price obtained by the Seller on a re-sale of the Property exceeds the Price). 13.5 In this Clause: 13.5.1 The “due date” means whichever is the later of: (i) the Date of Entry; or (ii) the date on which payment of the Price was due having regard to the circumstances of the case including any entitlement to withhold payment owing to non-performance by the Seller. the Purchaser confirms that it will immediately discharge at his own cost any Advance Notice submitted by him if requested to do so by the Seller. 17.5 If settlement is likely to occur after the Date of Entry, the Seller, if requested to do so by the Purchaser, will apply for a further Advance Notice for the Disposition, in the form adjusted with the Purchaser, and the cost of any additional Advance Notices will be met: 17.5.1 by the Seller, if the delay in settlement is due to any failure or breach by or on behalf of the Seller to implement its obligations under the Missives on time; or 17.5.2 by the Purchaser, if the delay in settlement is due to any failure or breach by or on behalf of the Purchaser to implement its obligation under the Missives on time. 17.6 The Seller's Solicitors will not provide any letter of obligation undertaking to clear the records of any deed, decree or diligence. However, the Seller shall procure that his Solicitors will grant a Letter of Undertaking obliging them to either (a) deliver within 28 days of the Date of Settlement to the Purchaser’s Solicitors a Discharge of any outstanding Standard Security granted by the Seller over the Property together with relative Land Registration Application Form or (b) exhibit within 35 days of the Date of Settlement a copy of the Title Sheet of the Property showing that any security disclosed in the Legal Report exhibited prior to settlement has been discharged. 18 SETTLEMENT/REGISTRATION OF TITLE 18.1 The Price will be payable on the Date of Entry in exchange for: (i) a good and marketable title; (ii) a validly executed Disposition in favour of the Purchaser or his nominee(s); (iii) vacant possession of the Property; (iv) if applicable, the Letter of Undertaking provided for in Clause 17.6 and (v) all keys held by the Seller for the Property (to include keys for all lockable external doors and garages) as also any code for any operational alarm system; together with: 18.1.1 If the provisions of the 2012 Act relating to a first registration apply:- 18.1.1.1 a Legal Report (obtained at the cost of the Seller) brought down to a date not more than 3 working days prior to the Date of Entry but subsequent to the commencement of the protected period provided by the Advance Notice aftermentioned (which Report will show (a) no entries adverse to the Seller's interest in the Property; (b) any Advance Notice for the Disposition in favour of the Purchaser or his nominees ; and (c) no other Advance Notices other than those submitted by the Purchaser); and 18.1.1.2 such documents and evidence, including a plan, as the Keeper may require to enable the Keeper to create the Title Sheet of the Property to disclose the Purchaser as the registered owner of the Property without exclusion or limitation of warranty in terms of Section 75 of the 2012 Act. Such documents will include (unless the Property comprises only part of a tenement or flatted building and does not include an area of ground specifically included in the title to that part) a plan or bounding description sufficient to enable the whole Property to be identified on the cadastral map and evidence (such as a Plans Report Level 3 or equivalent) that (i) the description of the whole Property as contained in the title deeds is habile to include the whole of the occupied extent and (ii) there is no conflict between the extent of the Property and registered cadastral units. 18.1.2 If the title to the Property is already registered in terms of the 2012 Act or in terms of the Land Registration (Scotland) Act 1979 (“the 1979 Act”), there will be exhibited in exchange for the Price a copy of the Title Sheet of the Property containing no exclusion or limitation of warranty in terms of Section 75 of the 2012 Act or exclusion of indemnity in terms of Section 12(2) of the 1979 Act with all necessary links in title evidencing the Seller’s exclusive ownership of the Property together with: 18.1.2.1 a Legal Report obtained at the cost of the Seller brought down to a date not more than 3 working days prior to the Date of Entry but subsequent to the commencement of the protected period provided by the Advance Notice aftermentioned (which Reports will show (a) no entries adverse to the Seller's interest in the Property; (b) any Advance Notice for the Disposition in favour of the Purchaser or his nominees ; and (c) no other Advance Notices other than those submitted by the Purchaser); and 18.1.2.2 such documents and evidence as the Keeper may require to enable the Keeper to update the Title Sheet of the Property to disclose the Purchaser as the registered owner of the Property without exclusion or limitation of warranty under Section 75 of the 2012 Act. 18.1.3 Where Clauses 18.1.1 or 18.1.2 apply the updated or newly created Title Sheet of the Property will contain no exclusion or limitation of warranty in terms of Section 75 of the 2012 Act and will disclose no entry, deed or diligence (including any Notice of Potential Liability for costs under the Tenements (Scotland) Act 2004 or the Title Conditions (Scotland) Act 2003)) prejudicial to the Purchaser’s interest other than such as have been created by or against the Purchaser or have been disclosed to and accepted in writing by the Purchaser prior to the Date of Settlement. 18.1.4 If an Application for First Registration of the title to the Property is still being processed by the Keeper, the Seller warrants (i) that no requisitions have been made by the Keeper but not implemented, and (ii) the Keeper has not indicated any concern with the Application such as might result in any exclusion or limitation of warranty under the 2012 Act or exclusion of indemnity in terms of the 1979 Act, refusal to register, or rejection of the said application. 18.1.5 Without prejudice to the above, the Seller warrants that the Property is not affected by any entry in the Register of Community Interests in Land. 18.1.6 The Purchaser shall, on request, provide to the Seller the Application Number and Title Number allocated by the Registers of Scotland to an Application for First Registration of the title to the Property. 18.1.7 Notwithstanding any other term within the Missives, this Clause shall remain in full force and effect without limit of time and may be founded upon until implemented. 19 INCORPORATED BODIES 19.1 If the Seller is a limited company or Limited Liability Partnership (registered in the United Kingdom), then prior to the Date of Entry the Seller will exhibit searches in the Register of Charges and company file of the Seller brought down to a date not more than 3 working days prior to the Date of Entry which searches will confirm (a) that there is no notice regarding the appointment of a receiver, administrator or liquidator, winding up, striking off or change of name affecting the Seller and (b) the full names of the present directors and secretary of the Seller. 19.2 In the event of such searches disclosing any floating charge affecting the Property at the Date of Entry, there will be delivered a certificate of non-crystallisation of such floating charge granted by the chargeholder, dated not more than 3 working days prior to the Date of Entry, confirming that no steps have been taken to crystallise such floating charge and releasing the Property from the floating charge. 19.3 Within 3 months after the date of settlement such searches against the Seller will be delivered or exhibited brought down to a date 22 days after the date of registration of the Disposition in favour of the Purchaser or his nominees or 36 days after the Date of Entry whichever is the earlier disclosing no entries prejudicial to the registration of the said Disposition. 19.4 The Seller will exhibit or deliver clear searches in the Register of Charges and company files of all companies disclosed as owner or former owner of the Property, in any Land Certificate, copy Title Sheet or Legal Reports, brought down in each case to a date 22 days after registration in the Land Register of the deed divesting the relevant company of its interest, disclosing no entries prejudicial to the registration of the said deed. The Seller's solicitors will not provide a letter of obligation in respect of such searches. 19.5 The Seller is not a corporate body registered in any jurisdiction outwith the United Kingdom. 20 RISK/INSURANCE 28.3 The Seller warrants that he has not made a claim for a reduction in Council Tax due to vacant property relief within the period of one year prior to the Date of Entry. 29 GREEN DEAL ETC 29.1 The Property is not subject to a green deal plan as defined in Section 1 of the Energy Act 2011. 29.2 The Seller shall deliver at or prior to settlement an Energy Performance Certificate in compliance with The Energy Performance of Buildings (Scotland) Regulations 2008, as amended. 29.3 The Property does not benefit from, contain, or have attached to it any solar panels or other electricity micro-generation installation. 30 CROFTING 30.1 The provisions of the Crofters (Scotland) Act 1993, as amended, or the Crofting Reform (Scotland) Act 2010 do not apply to the Property. 30.2 Any Decrofting Direction or Resumption Order under the said Crofting Acts relating to the Property shall be exhibited prior to and delivered at Settlement. 31 HOME REPORTS 31.1 The provisions of Clause 27.1 shall not apply in respect of the terms of the Home Report (whether original, updated or otherwise) provided by the Seller in respect of the Property. 31.2 The Seller confirms that the information in the Property Questionnaire section of the said Home Report is true and correct to the best of the Seller’s knowledge and belief. 31.3 The Seller confirms that the information provided by him within the said Property Questionnaire remains the same as at the date of the Offer as at the date of issue of the said Property Questionnaire. 32 EXECUTION BY ATTORNEY In the event that the Disposition referred to in Clause 18.1 is executed by an Attorney on behalf of the Seller a certified copy of the relevant Power of Attorney properly authorising such execution shall be exhibited to the Purchaser’s solicitors no less than 7 days prior to the Date of Entry. 33 THIRD PARTY RIGHTS The Missives do not create any rights in favour of third parties under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce or otherwise invoke any provision of the Missives. SECTION 4 EXPLANATIONS OF THE SCOTTISH STANDARD CLAUSES (EDITION 3) 1. FIXTURES, FITTINGS & CONTENTS The Offer should specify any moveable items included in the sale. Heritable fixtures and fixtures are items of a moveable character that have become “heritable” by attachment to the Property and have therefore become part of it. Oil in a storage tank and gas remaining in a cylinder are included. Some moveables are included by reference to sales particulars or adverts. Others (notably carpets and floor coverings, blinds, curtain rails and runners but not curtains) are included under item 1.1.4. A recent addition is artificial grass. Note that integral or encased kitchen appliances are included but not freestanding ones. 1.2 provides for delivery of a wheeled bin or receptacle. 1.3 The seller warrants his ownership of moveables and that they are free of debt or court action. 1.4 obliges the Seller to remove moveable items not included in the price. 2. AWARENESS OF CIRCUMSTANCES The Seller states his awareness of Notices or matters that do not affect the Property. Of course, if the Seller knows of any such Notice, etc then he should tell his solicitor so that the matter can be properly addressed. 3. SPECIALIST REPORTS 3.1 This obliges the Seller to deliver at settlement any Guarantees for rot or rising damp treatments as well as those for insulation and double glazing. 3.2 &3.3 Self-explanatory 4. CENTRAL HEATING ETC. The test is “working order” i.e. if the system or appliance works on the Date of Entry (when the keys are obtained), that is sufficient. If, for example, the purchaser has any concerns about the working order or safety of the central heating system it is recommended that he arranges for a separate inspection of it as it will not be covered by the surveyor’s report. Any defects existing at the Date of Entry require to be intimated within five working days of settlement otherwise the claim is lost. 5. DEVELOPMENT 5.1 Under planning legislation, neighbour notification requires to be given by an owner of adjoining property for certain kinds of development. This clause, however, does not apply to notices where the development has been completed prior to the conclusion of Missives, or where the notice in question has lapsed, or where the application for consent has been refused or withdrawn. If a Seller has been served with a neighbour notification notice (other than in the excluded circumstances), then a qualification will be required in the qualified acceptance to explain that there is an exception from the warranty. The Purchaser is to be notified by the Seller of any fresh notices served prior to the Date of Settlement i.e. when the price is paid and will require to decide whether or not to object. 5.2 A warranty by the Seller that he has no knowledge of any development proposal of a neighbour which might materially affect the value or amenity of the Property. 6. STATUTORY NOTICES ETC. 6.1 The Seller is liable for any local authority notices or orders requiring repairs to be carried out to the Property issued prior to and on the date of conclusion of Missives. The Purchaser is liable for such notices and orders issued after the date of conclusion of Missives. 6.2 If the Seller has received written notification etc of any scheme of common repairs or improvements instigated or administered by any Local Authority or other public body then he requires to tell his solicitor so that this can be disclosed in a qualified acceptance of the offer. 6.3 - 6.6 provides an agreed mechanism for retention of a sum to deal with such notices. 6.7 Self explanatory except that a Notice of Potential Liability for Costs is a Deed that can be registered against the Title of the Property by a neighbour or the Factor who has been unable to recover costs of common repairs. 7. PROPERTY MANAGEMENT AND FACTORS If the Property is part of a larger building or tenement (e.g. a flat) or is a house forming part of a development with common amenity areas then this clause applies. Any charges for maintenance of common items will be apportioned at the Date of Entry on the basis stated. If there is a Factor, he will carry out the apportionment. The Seller’s solicitor shall supply to the purchaser full details of the factoring and block insurance arrangements and will notify the factor of the change of ownership. Please note that the Seller will remain liable for major repairs or improvements currently proposed (by the development factors, managing agents or a co-owner of the Building in writing to the Seller), instructed, authorised or completed but not yet paid for. This should be read along with Sub-Clause 6.2. 8. ALTERATIONS 8.1 Most erections and alterations require planning permission from the planning department and building warrant consent from the building control department of the local authority. Listed Building Consent is also required for a listed building. A Completion Certificate (or Notice of Acceptance of a Completion Certificate) is required from the local authority on completion of the work. The seller is to produce the relevant documents for such work (but in the case of alterations and extensions only if material or significant) carried out within a period of 20 years prior to the Date of Entry. without penalty provided (1) the Purchaser intimates his intent to resile within 10 working days of receipt by his solicitor of the PEC and (2) if such matters intimated as prejudicial are not rectified by the Date of Entry or within 6 weeks of such intimation whichever is earlier. If a Purchaser does not exercise a right to resile within that period the Purchaser is deemed satisfied as to the position. 21.3 Provides clarification as to what is material or not. 22. COAL MINING REPORT It is usual for a Seller to obtain at his expense a Coal Mining Report if the Property is within a coal mining area. The Purchaser can resile from the Missives (i.e. get out of the contract) without penalty if something materially prejudicial to the Property or the Purchaser’s proposed use of the Property is disclosed provided (1) the Purchaser intimates his intent to resile within 10 working days of receipt by his solicitor of the Report and (2) if such matters intimated as prejudicial are not rectified by the Date of Entry or within 6 weeks of such intimation whichever is earlier. If a Purchaser does not exercise a right to resile within that period the Purchaser is deemed satisfied as to the position. 23. OCCUPANCY RIGHTS If the Property is a Matrimonial Home and is in the sole name of either the husband or wife then the husband or wife not named on the title has an occupancy right. If the Seller is in a civil partnership then the civil partner has a similar right. 24. SUPERSESSION OF MISSIVES This does not mean that the Seller is responsible for the Property for 2 years. It does mean that any part of the Missives or contract ceases to be enforceable after a period of 2 years from the defined Date of Settlement (DOS) except regarding Clauses 6 and 18 which remain in full force until implemented. If a Purchaser does not settle there will be no DOS and so no time limit of 2 years so that the Missives remain in force under the general law and this clause will not apply. 25. SELLER’S ADDRESS Self-explanatory. 26. LIMITATION OF CLAIMS This clause is designed to give protection to a Purchaser against a breach of the contract by the Seller which becomes apparent after the Purchaser has paid the price and received the title deeds and keys. It allows the Purchaser to seek damages from the Seller except in relation to the matters mentioned. It is felt that claims under £400 are minor in nature (compared to the value of the Property) and that Purchasers should be excluded from making such minor claims. 27. ENTIRE AGREEMENT Generally comments made by the Seller about the Property or the condition of the Property as well as Property Schedules shall be deemed superseded by the Missives. Clause 31 excepts from that supersession information in a Property Questionnaire of a Home Report. 28. MINIMUM PERIOD OF OWNERSHIP Clause 28.1 is designed to comply with lenders’ requirements. It is a warranty that the Seller has owned the property for at least 6 months prior to the date of the offer. If this is not the case, the Seller should alert his solicitor. Clause 28.2 confirms the seller is in possession and has been so openly peacefully and without judicial interruption (e.g. by court order or declarator). Clause 28.3 is a Seller's warranty that there has been no claim for a reduction in Council Tax due to vacant property relief within 1 year of Date of Entry. 29. GREEN DEAL ETC 29.1 is designed to ascertain if the Property is subject to a green deal plan. It provides that it is not subject to one as the default position, as most sales will not involve a Green Deal. Other provision will need to be made if a Green Deal is involved. 29.2 An Energy Performance Certificate (EPC) forms part of the Home Report but some sales are “off market” so this sub clause reminds sellers of their obligation to provide an EPC if there is no Home Report. 29.3 The Seller confirms that the Property does not benefit from, contain or have attached to it any solar panels etc. If it does then extra provision may be required to cover this situation. 30. CROFTING This clause is designed to ascertain if the Property is a Croft. It provides that it is not as the default position as most sales will not involve a Croft. Other provision will need to be made if a Croft is involved. 31. HOME REPORTS This is a new standard clause providing that the “entire agreement” clause 27 will not apply to the terms of the Home Report (HR). In Clause 31.2 the seller confirms that the information in the Property Questionnaire (PQ) section of the HR is true and correct to the best of the seller’s knowledge and belief. This reflects the wording of the law dealing with HRs. In Clause 31.3 the seller confirms that the information contained within the PQ remains the same at the date of the offer as at the date of issue of the PQ. 32. EXECUTION BY ATTORNEY - Self explanatory 33. THIRD PARTY RIGHTS This contracts out of the Contract (Third Party Rights) (Scotland) Act 2017 to avoid other parties acquiring rights under the Missives.