The TPN Offer to Purchase provides for 2 possible events in terms of which the execution of the terms of the sale will be suspended until the happening of certain events. These 2 events can plainly be described as either:
- the granting of a loan to the purchaser for the payment of the full purchase price or a part thereof; or
- the sale of a property registered in the name of the purchaser.
In both instances, the clauses are inserted for the benefit of the purchaser. It provides the purchaser with the security that should he not obtain a loan to pay the purchase price or sell his property, there will not be any adverse repercussions on the side of the purchaser.
Suspensive conditions need to be complied with in the timeframe agreed upon, and if not fulfilled within such a period, the Deed of Sale will lapse in all its entirety, it will be rendered void and as if there has never been an agreement between the parties. Important to note is that should the purchaser wilfully cause the suspensive condition to lapse,
with the intent of not continuing with the Deed of Sale, he can be held to the terms of the agreement, notwithstanding the non-fulfilment of the condition(s).
Should the suspensive conditions be removed, the Offer to Purchase, once accepted by the seller, will be rendered unconditional and any failure to perform in terms thereof will constitute a breach of the agreement. Once a party has been placed in breach for
non-performance, the innocent party can cancel the agreement if such a breach is not rectified within the period granted and claim damages. It is therefore important to ascertain from the onset whether the purchaser needs to be afforded the benefit of the agreement being suspended and what period of suspension will be reasonable in the
circumstances and towards the seller.