TERMS AND CONDITIONS FOR RESIDENTIAL UNITS
1. SCOPE OF RESPONSIBILITIES AND INTERPRETATION
1.1 The responsibilities and obligations of the Builder shall be strictly limited to those explicitly detailed within this Agreement. No additional obligations, responsibilities, or liabilities shall be deemed to exist or be implied unless specifically enumerated in this document or in subsequent written agreements duly executed between both parties with authorized signatures.
1.2 The Builder shall not be held accountable or liable for any verbal assurances, commitments, or representations not explicitly documented within this Agreement, regardless of whether such communications occurred before, during, or after the execution of this Agreement. The Purchaser acknowledges that they rely solely on the terms contained herein.
1.3 Any promotional materials, brochures, advertisements, models, or verbal discussions pertaining to the property shall be considered illustrative only and not binding on the Builder. The specifications and details provided in this Agreement shall supersede all prior communications between the parties.
1.4 The interpretation of this Agreement and its clauses shall be conducted in a manner that provides maximum operational flexibility to the Builder while maintaining the fundamental rights of the Purchaser as explicitly stated herein.
2. COMMENCEMENT OF CONSTRUCTION ACTIVITIES
2.1 The commencement of construction activities for Phase 2 shall be at the sole discretion of the Builder and contingent upon fulfillment of multiple prerequisites including, but not limited to, obtaining necessary regulatory approvals, favorable market conditions, substantial completion of prior phases, availability of resources, and other logistical considerations deemed relevant by the Builder.
2.2 All timelines provided by the Builder regarding construction commencement, progress milestones, and completion dates shall be considered purely indicative and not contractually binding. Such timelines may be subject to adjustments based on various internal and external factors beyond the Builder’s control including weather conditions, supply chain disruptions, labor availability, and regulatory delays.
2.3 The Builder reserves the absolute right to determine the sequencing of development phases, with the understanding that market conditions and operational efficiency may necessitate modifications to originally communicated plans. The Builder commits to reasonable transparency regarding significant timeline revisions but shall not be penalized for deviations from indicative schedules.
2.4 The Purchaser expressly acknowledges that construction timelines are approximate and subject to fluctuation, and hereby waives any right to claim compensation or damages arising from reasonable delays in construction commencement or completion, provided the Builder maintains communication regarding significant changes.
3. PAYMENT MODALITIES AND CONSEQUENTIAL ACTIONS
3.1 The Purchaser shall strictly adhere to the payment schedule as outlined in Annexure A of this Agreement. All payments shall be made through approved banking channels using the designated account details provided by the Builder. Any payment made through unauthorized channels or to unauthorized persons shall not be recognized as valid payment under this Agreement.
3.2 Each payment made by the Purchaser shall be deemed as confirmation of their continued interest in the property and acceptance of all existing and evolving project terms, specifications, and policies. By making each installment payment, the Purchaser reaffirms their commitment to the Agreement in its entirety.
3.3 Any delay in payment beyond the stipulated due date, including the permissible grace period of seven (7) days, shall empower the Builder to issue formal notices, suspend further construction or processing actions for the concerned unit, and impose interest at the rate of 18% per annum calculated daily from the original due date until the date of actual payment.
3.4 Persistent payment delays exceeding forty-five (45) days shall constitute material breach of this Agreement, thereby enabling the Builder to initiate cancellation proceedings with appropriate forfeiture of amounts as per clause 5, without prejudice to other remedies available under law or equity.
4. CONSTRUCTIVE DELAY AND SCHEDULING DEVIATIONS
4.1 Delays in construction or handover arising from force majeure events including but not limited to natural disasters, pandemics, civil unrest, labor strikes, war, governmental restrictions, regulatory changes, legal impediments, or any other circumstances reasonably beyond the Builder’s control shall not attract penalties or compensation. The construction timeline shall stand automatically extended for a period equivalent to the duration of such force majeure conditions plus a reasonable recovery period.
4.2 Regulatory hold-ups, including delays in obtaining necessary permits, approvals, or clearances from governmental authorities, despite the Builder’s diligent pursuit, shall be considered as excusable delays not attributable to the Builder’s fault. The Purchaser acknowledges that governmental processes are beyond the Builder’s control and agrees to reasonable extensions of timelines in such circumstances.
4.3 In circumstances where delays exceed eighteen (18) months beyond the originally indicated possession date for reasons not covered under force majeure or regulatory delays, the Builder shall initiate discussions for mutually agreeable remedies which may include, at the Builder’s discretion, nominal compensation, upgrade offers, or flexible payment rescheduling, without creating any precedent for future claims.
4.4 The Builder expressly reserves the right to accelerate or decelerate construction activities based on market conditions, resource availability, and strategic business decisions, provided that such modifications are communicated to the Purchaser with reasonable notice and do not fundamentally alter the nature of the property being purchased.
5. FORFEITURE OF MONIES AND RIGHT TO CANCEL
5.1 In the event of cancellation due to the Purchaser’s non-performance, breach of Agreement terms, payment default, or voluntary withdrawal, the Builder shall have the right to retain up to twenty-five percent (25%) of the total consideration paid until the date of cancellation as liquidated damages to cover administrative costs, opportunity loss, remarketing expenses, and potential value depreciation resulting from such cancellation.
5.2 The Builder shall consider refund of the balance amount (if any), after deducting all due liabilities, penalties, interest on delayed payments, maintenance charges, and any other outstanding amounts, within sixty (60) working days from the date of receipt of formal written cancellation request. Such refund shall be processed without any interest accrual for the intervening period.
5.3 The aforementioned forfeiture clause shall not apply in case of cancellations made within a thirty (30) day cooling-off period from the date of initial booking, provided the Purchaser communicates their intention to withdraw in writing within this period. In such cases, a nominal administrative charge not exceeding two percent (2%) of the booking amount may be deducted.
5.4 The Builder reserves the absolute right to cancel the allotment and terminate this Agreement in case of payment defaults, violation of terms, misrepresentation, unauthorized alterations, or any action by the Purchaser that adversely affects the project’s integrity or the Builder’s reputation, upon providing fourteen (14) days written notice to the Purchaser.
6. CHANGE IN LAYOUT OR SPECIFICATIONS
6.1 The Builder expressly reserves the right to modify the layout, specifications, dimensions, elevations, designs, or common amenities of the project in response to regulatory requirements, architectural improvements, technical necessities, or feasibility considerations. Such modifications shall be at the Builder’s professional discretion but undertaken with the objective of enhancing overall project quality or compliance.
6.2 While the Builder shall endeavor to notify the Purchaser in advance for any significant change that directly impacts the contracted unit, minor deviations in specifications, dimensions (up to 3% variance), or layout modifications shall be deemed automatically accepted by the Purchaser unless expressly objected to in writing within seven (7) days of notification or discovery, whichever is earlier.
6.3 In the event that modifications result in substantial alteration of the unit’s character or a reduction exceeding 5% of the originally contracted carpet area, the Builder shall adjust the consideration proportionately. However, any enhancement in specifications or area shall be charged additionally as per prevailing rates, with the Purchaser having the option to accept such enhanced specifications with additional payment or receive a refund without interest if unwilling to pay for such enhancements.
6.4 The Purchaser acknowledges that preliminary drawings, brochures, 3D visualizations, and marketing materials are conceptual representations and not actual construction blueprints. The Builder reserves the right to implement reasonable variations from such representations based on technical requirements, aesthetic improvements, or regulatory compliance without seeking specific approval for each deviation.
7. ASSIGNMENT, NOMINATION, AND TRANSFER OF RIGHTS
7.1 Any assignment, transfer, or nomination of the Purchaser’s rights under this Agreement prior to taking possession shall require the Builder’s express written consent, which shall not be unreasonably withheld if at least fifty percent (50%) of the total consideration has been paid and all dues until the date of transfer request are fully cleared.
7.2 Such transfer or assignment shall be subject to payment of a transfer fee equivalent to three percent (3%) of the total consideration or the prevailing market value of the property at the time of transfer request, whichever is higher, to cover administrative costs, legal documentation, and record updates necessitated by such transfer.
7.3 The incoming assignee or nominee shall be required to submit fresh documentation, comply with then-prevailing KYC norms, formally undertake all obligations of the original Purchaser, and adhere to all terms and conditions of this Agreement without modification. The Builder reserves the right to conduct appropriate background verification of the proposed assignee before granting approval.
7.4 Notwithstanding any approved assignment or transfer, the original Purchaser shall remain jointly and severally liable for all obligations, including pending payments, until formal documentation of transfer is completed and acknowledged by the Builder in writing. Partial transfers or assignments of fractional interests in the property shall not be permitted under any circumstances.
8. POSSESSION AND DELIVERY
8.1 Possession of the property shall be offered to the Purchaser only upon full payment of the total consideration, including all applicable taxes, charges, maintenance deposits, documentation fees, and any other amounts due under this Agreement. The Builder shall issue a formal Possession Letter inviting the Purchaser to take possession after completion of all financial and documentary obligations.
8.2 The Purchaser shall be obligated to take physical possession of the property within thirty (30) days from the date of issuance of the Possession Letter, failing which the property shall be deemed to have been possessed by the Purchaser for all practical purposes, including the commencement of maintenance charges, utility expenses, property tax liabilities, and transfer of risk and responsibility.
8.3 At the time of possession, the Purchaser shall have the right to inspect the property and notify the Builder in writing of any reasonable defects or deviations from agreed specifications within seven (7) days. The Builder shall rectify genuine construction defects reported within this period, provided such defects are not the result of normal settlement, wear and tear, improper use, or force majeure events.
8.4 The Builder reserves the right to withhold possession despite issuance of Possession Letter if any amount remains unpaid by the Purchaser, required documentation remains incomplete, or the Purchaser fails to execute necessary agreements including but not limited to maintenance agreements, association membership forms, or undertakings required by statutory authorities.
9. LOAN FACILITATION AND FINANCIAL AGREEMENTS
9.1 The arrangement of home loans or other financing facilities for payment of the consideration shall be the exclusive responsibility of the Purchaser. While the Builder may assist in liaising with financial institutions as a goodwill gesture, the Builder shall not bear any liability or responsibility for loan rejections, delays in loan disbursement, or any unfavorable terms imposed by lending institutions.
9.2 The Purchaser explicitly acknowledges that their payment obligations under this Agreement remain absolute and unconditional, irrespective of the status, approval, or disbursement of any loan application. Delays or rejections in loan processing shall not constitute valid grounds for payment deferment, timeline extensions, or cancellation without applicable penalties.
9.3 In cases where the Purchaser arranges financing through banks or financial institutions, the Builder may provide reasonable cooperation in the form of documentation support, property inspection facilitation, or clarifications as required by lenders, provided such requests are made with adequate notice and do not disrupt the Builder’s normal operations or construction activities.
9.4 The Purchaser hereby authorizes the Builder to directly communicate with, receive payments from, and provide necessary information to the financing institution, if any, involved in funding the purchase. However, the Purchaser shall remain primarily responsible for ensuring timely disbursements as per the payment schedule, regardless of any procedural delays on the part of the financing institution.
10. TAXES, CHARGES, AND GOVERNMENTAL LEVIES
10.1 All statutory taxes, levies, fees, and development charges applicable to the property, including but not limited to Goods and Services Tax (GST), Stamp Duty, Registration Charges, Property Tax, Water and Sewerage Connection Charges, Electricity Connection Deposits, and any other governmental or municipal impositions, shall be borne entirely by the Purchaser unless explicitly stated otherwise in the payment plan annexed to this Agreement.
10.2 The consideration specified in this Agreement is exclusive of all applicable taxes unless explicitly stated otherwise. Any increase in existing tax rates or introduction of new taxes, cesses, levies, or charges by governmental authorities after the execution of this Agreement shall be additionally payable by the Purchaser on demand, irrespective of whether such impositions were anticipated at the time of booking.
10.3 The Builder shall provide the Purchaser with appropriate documentation and receipts for taxes collected on behalf of governmental authorities. However, the responsibility for timely payment of recurring taxes post-possession, including property tax, user charges, and municipal dues, shall transition entirely to the Purchaser irrespective of when formal property title documents are executed.
10.4 In the event that any retrospective tax assessment or demand pertaining to the development period is raised by authorities after property handover, the Purchaser agrees to pay their proportionate share of such legitimate demands, calculated on the basis of their unit’s area in relation to the total project area, within thirty (30) days of intimation by the Builder or the association.
11. DEVELOPMENT OF COMMON AREAS
11.1 Common areas, facilities, and amenities within the project shall be developed in a phased manner according to the Builder’s construction and developmental priorities. The Purchaser expressly acknowledges that all common areas and amenities may not be simultaneously completed along with individual residential units and shall not raise any claims, objections, or demands regarding the sequence or timeline of such completion.
11.2 The ownership of common areas shall remain vested with the Builder until formal handover to a duly constituted Residents’ Association or equivalent legal entity. The Purchaser shall have no right to claim exclusive ownership, usage rights, or restrictive access to any common area prior to such formal transfer, beyond reasonable usage rights consistent with residential occupation.
11.3 The Builder reserves the right to make reasonable modifications to the initially proposed common amenities based on practical considerations, resident feedback, or regulatory requirements. Such modifications may include, but are not limited to, relocation, resizing, repurposing, or reasonable substitution of initially planned facilities with alternatives of comparable utility or value.
11.4 The Purchaser shall contribute a proportionate share towards the cost of maintenance, security, and upkeep of common areas as determined by the Builder or subsequently by the Residents’ Association. Refusal or failure to make such contributions shall entitle the maintaining authority to restrict the Purchaser’s access to common facilities without prejudice to other legal remedies for recovery.
12. STRUCTURAL RESTRICTIONS AND APPROVALS
12.1 The Purchaser shall not undertake any structural modifications, additions, alterations, or removal of walls, columns, beams, or load-bearing structures within the unit without prior written approval from the Builder or, subsequent to formation, the technical committee of the Residents’ Association. Any such unauthorized alterations shall constitute material breach of this Agreement and may result in serious safety hazards.
12.2 Requests for non-structural modifications may be considered by the Builder on a case-by-case basis during non-critical construction stages, provided such modifications are technically feasible, aesthetically compatible with the project’s design philosophy, and compliant with applicable building codes and regulations. The cost of such approved modifications shall be additionally charged to the Purchaser at rates determined by the Builder.
12.3 The Purchaser shall not install heavy equipment, machinery, water storage structures, or any fixtures that may compromise the structural integrity or exceed the designed load-bearing capacity of floors or walls. Installation of air conditioning units, satellite dishes, solar panels, or communication equipment shall be restricted to designated areas specified by the Builder or management committee.
12.4 Any damage caused to common areas, adjacent properties, or the building’s structure as a result of modifications or alterations undertaken by the Purchaser, whether authorized or unauthorized, shall be the sole responsibility of the Purchaser, who shall bear all costs of remediation, repair, and compensation as determined by the Builder or structural consultant appointed for this purpose.
13. INDEMNIFICATION CLAUSE
13.1 The Purchaser hereby irrevocably agrees to indemnify, defend, and hold harmless the Builder, its directors, officers, employees, and agents against any and all claims, demands, losses, damages, penalties, expenses (including reasonable attorney’s fees), and liabilities arising from or related to any violation of applicable laws, unauthorized modifications, misuse of the premises, or breach of any covenant of this Agreement by the Purchaser, their family members, guests, tenants, or service providers.
13.2 This indemnification shall extend to any legal proceedings, regulatory investigations, or third-party claims that may arise due to activities conducted within the Purchaser’s unit or resulting from the Purchaser’s actions or omissions that contravene the terms of this Agreement, project guidelines, or statutory regulations, including but not limited to environmental violations, fire safety compromises, or unauthorized commercial usage.
13.3 The Purchaser further agrees to indemnify the Builder against any claims or liabilities arising from representations or commitments made by the Purchaser to third parties regarding the property which exceed or contradict the actual specifications, rights, or entitlements conveyed under this Agreement. This indemnification survives the execution of final sale deed and continues in perpetuity for matters arising from the Purchaser’s period of ownership.
13.4 In the event that multiple owners or users of the project suffer common damages due to an act or omission attributable to the Builder, the Purchaser agrees that any compensation or restitution shall be proportionate to their actual quantifiable loss, and not based on speculative, emotional, or exemplary considerations, with the understanding that class action or collective claims shall be addressed on individual merit rather than collective quantum.
14. BUILDER’S LIABILITY LIMITATIONS
14.1 The Builder’s financial liability under this Agreement or any related transaction shall be strictly limited to the actual amounts paid by the Purchaser for the specific unit in question, and shall under no circumstances extend to speculative losses, consequential damages, loss of business opportunity, emotional distress, or any other indirect losses that may allegedly result from any delay, defect, or dispute related to the property or its construction.
14.2 The Builder shall not be liable for damages or compensation for minor deviations in construction quality, finish, dimensions, or amenities that do not materially impact the functionality or habitability of the unit. Normal settlement cracks, variations in color or texture of natural materials, minor equipment breakdowns, or maintenance issues emerging after the defect liability period shall not constitute valid grounds for financial claims against the Builder.
14.3 Any liability for construction defects shall be limited to a maximum period of twelve (12) months from the date of possession or first occupancy, whichever is earlier, after which all responsibility for maintenance, repairs, and replacements shall transfer entirely to the Purchaser or the collective maintenance entity, regardless of whether such defects were latent or not reasonably discoverable during the initial inspection.
14.4 The Builder expressly disclaims any warranty or guarantee regarding investment potential, rental yields, future property valuation, or appreciation prospects. Any projections or estimates shared during marketing communications shall be considered illustrative only and not construed as promises or guarantees of financial returns or property performance in the real estate market.
15. ARBITRATION AND LEGAL JURISDICTION
15.1 All disputes, controversies, or differences arising out of or in connection with this Agreement shall first be addressed through good faith mediation between authorized representatives of both parties. Such mediation shall be initiated through written notice describing the nature of the dispute and shall be conducted at a mutually agreeable location within Jharsuguda, with costs shared equally by both parties.
15.2 If mediation fails to resolve the dispute within thirty (30) days from commencement, the matter shall be referred to binding arbitration in accordance with the provisions of the Arbitration & Conciliation Act, 1996 (as amended). The arbitration proceedings shall be conducted in English by a sole arbitrator mutually appointed by both parties, or in the absence of agreement, by an arbitrator appointed in accordance with the said Act.
15.3 The venue for arbitration proceedings shall be exclusively in Jharsuguda, Odisha, regardless of the Purchaser’s place of residence or business. The arbitration shall be conducted in accordance with expedited procedures, with the arbitrator empowered to order reasonable discovery and rendering a decision within one hundred twenty (120) days from appointment unless extended by mutual consent of both parties.
15.4 This Agreement shall be governed by and construed in accordance with the laws of India, with the courts in Jharsuguda, Odisha having exclusive jurisdiction to entertain any matter not subject to arbitration or to enforce arbitral awards, notwithstanding the Purchaser’s domicile, residence, or principal place of business, which jurisdiction is accepted by the Purchaser through execution of this Agreement.
16. DOCUMENTATION REQUIREMENTS
16.1 The Purchaser shall submit all necessary documents for verification, registration, and record-keeping purposes within stipulated timeframes as communicated by the Builder. These documents may include, but are not limited to, identity proofs, address verifications, income certifications, photographs, PAN cards, and any other documentation required by regulatory authorities for property transactions or by financing institutions for loan processing.
16.2 Failure to provide requisite documentation within twenty-one (21) days of request by the Builder may result in processing delays, for which the Builder shall not be held responsible. Persistent failure exceeding sixty (60) days may be treated as breach of agreement terms at the Builder’s discretion, potentially resulting in cancellation with applicable penalties as per clause 5 of this Agreement.
16.3 The Purchaser warrants that all documents and information provided are authentic, current, and legally valid. Any misrepresentation, falsification, or submission of fraudulent documents shall constitute material breach, entitling the Builder to immediately terminate this Agreement, forfeit appropriate amounts as per clause 5, and additionally claim damages for any legal complications or regulatory penalties arising from such misrepresentation.
16.4 The Purchaser hereby authorizes the Builder to retain copies of all submitted documents for the Builder’s records and to share such information with relevant authorities, financial institutions, or service providers as necessary for completion of the transaction, statutory compliance, or post-possession services, subject to reasonable confidentiality practices customary in the real estate industry.
17. CONFIDENTIALITY
17.1 Both parties agree to maintain strict confidentiality regarding the financial terms, payment structures, discounts (if any), and special considerations (if any) incorporated in this Agreement. The Purchaser specifically agrees not to disclose preferential terms, if granted, to other buyers or third parties, recognizing that differential pricing may exist based on timing of purchase, inventory status, or promotional strategies.
17.2 The Purchaser shall not share, publish, or distribute any internal communications, construction plans, specifications, or proprietary methodologies of the Builder acquired during the course of this transaction, recognizing that such information constitutes trade secrets and competitive business information of the Builder protected under intellectual property laws.
17.3 This confidentiality obligation shall survive the completion of the transaction and continue indefinitely, even after property possession and registration. Violation of confidentiality may result in legal action for injunctive relief and damages, with the violating party responsible for legal costs and any consequential losses arising from unauthorized disclosures.
17.4 Limited exceptions to this confidentiality requirement shall include disclosures required by law, court orders, or regulatory directives, disclosures to professional advisors bound by professional confidentiality obligations, and disclosures necessary for loan processing or property registration, provided that even in these exceptions, disclosure shall be limited to the minimum necessary information.
18. SUBORDINATION TO MASTER DEVELOPMENT PLAN
18.1 This Agreement and the rights conferred herein are expressly subordinate to the overarching township-level approvals, master plans, and development permissions granted by regulatory authorities. The Purchaser acknowledges that individual unit specifications and entitlements exist within the framework of larger project approvals, which may impose certain restrictions or requirements that supersede unit-specific preferences.
18.2 Any amendments, modifications, or additions to the master plan mandated by regulatory authorities shall automatically apply to this Agreement without requiring separate consent from individual purchasers. The Purchaser waives any right to object to reasonable modifications necessitated by compliance with updated building codes, environmental regulations, fire safety norms, or other statutory requirements.
18.3 The Builder reserves the right to modify internal road layouts, open space configurations, landscaping designs, utility line routings, and other infrastructure components to optimize the overall development, provided such modifications do not substantially diminish access or services to the Purchaser’s specific unit beyond reasonable community planning standards.
18.4 In the event of any conflict between this Agreement and superior project approvals or regulatory directives, the latter shall prevail to the extent of inconsistency. The Builder shall make reasonable efforts to harmonize individual agreements with master plan requirements but shall not be liable for modifications mandated by authorities or necessitated by technical, environmental, or safety considerations.
19. RISK TRANSFER CLAUSE
19.1 All risks associated with the property, including but not limited to physical damage, third-party liabilities, maintenance responsibilities, and insurance obligations shall automatically transfer to the Purchaser upon issuance of the possession letter, regardless of whether actual physical possession is taken or deferred by the Purchaser for any reason whatsoever.
19.2 The Purchaser shall be solely responsible for arranging appropriate insurance coverage for the property from the date of risk transfer. The Builder strongly recommends comprehensive coverage including structure, contents, third-party liability, and natural disaster protection, but the choice and adequacy of insurance shall remain the Purchaser’s responsibility.
19.3 In the event that the Purchaser delays taking physical possession beyond the date specified in the possession letter, the Builder may, at its sole discretion and without any obligation, maintain basic security or maintenance services for the unit. However, any loss, damage, or deterioration occurring during such period shall be entirely at the Purchaser’s risk, with the Builder expressly disclaiming any custodial responsibility or liability.
19.4 The Purchaser explicitly indemnifies the Builder against any claims, damages, or liabilities arising after the date of risk transfer, including those resulting from natural calamities, third-party actions, theft, vandalism, accidents, or any other incidents affecting the property or occurring within its premises, regardless of the Purchaser’s physical presence or absence.
20. MISREPRESENTATION CLAUSE
20.1 The Builder expressly reserves the right to unilaterally cancel the allotment and terminate this Agreement with appropriate financial consequences if the Purchaser is found to have misrepresented facts, suppressed material information, or submitted fraudulent or manipulated documents during any stage of the transaction, including but not limited to identity verification, financial qualification, residential status declaration, or source of funds certification.
20.2 Such misrepresentation shall be determined at the Builder’s reasonable discretion based on verification with original documents, regulatory databases, or professional investigation agencies. The Purchaser shall be provided written notification of suspected misrepresentation and granted fourteen (14) days to provide clarification or authentic documentation before any adverse action is taken.
20.3 In cases where misrepresentation is conclusively established, the Builder may, in addition to cancellation and financial penalties under clause 5, report such instances to appropriate regulatory authorities including but not limited to RERA, financial intelligence units, or law enforcement agencies as mandated by applicable laws governing real estate transactions and financial transparency.
20.4 The Purchaser acknowledges that accurate representation is fundamental to this contractual relationship, particularly in matters concerning identity, financial capacity, intended usage of property, and regulatory compliance. Any material deviation from factual accuracy shall vitiate the basis of the Builder’s consent to enter this Agreement, thereby justifying rescission with appropriate financial consequences.
21. WAIVER CLAUSE
21.1 No relaxation, forbearance, delay, or indulgence by either party in enforcing any of the terms and conditions of this Agreement, or the granting of time by either party to the other, shall prejudice, affect, or restrict the rights of that party under this Agreement, nor shall any waiver by either party of any breach of Agreement operate as waiver of any subsequent or continuing breach of Agreement.
21.2 Any waiver of a right under this Agreement shall be in writing and signed by the waiving party. The Builder’s failure to enforce any provision for any length of time shall not be deemed a waiver of future enforcement of that or any other provision. Selective or partial enforcement of any term shall not preclude future enforcement of the same term or any other term in its entirety.
21.3 The acceptance of payments by the Builder despite delays or irregularities shall not constitute waiver of timely payment requirements for future installments or other obligations. Similarly, the Builder’s accommodation of specific requests or deviations for one Purchaser shall not establish precedent or entitlement for others to demand similar accommodations.
21.4 No course of dealing or trade practice shall modify the provisions of this Agreement. The parties specifically disclaim any implied waiver based on operational practices, verbal assurances, or conduct inconsistent with the written terms, affirming that only explicit, written, and signed waivers shall be recognized as legally binding modifications to the obligations set forth herein.
22. SEVERABILITY
22.1 If any provision, clause, or part of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect other provisions, which shall remain in full force and effect. The parties hereby agree to attempt to substitute any invalid or unenforceable provision with a valid or enforceable provision that achieves to the greatest extent possible the economic, legal, and commercial objectives of the invalid or unenforceable provision.
22.2 In the event that any provision is declared void but would be valid if some part of the provision were deleted or modified, the provision in question shall apply with such deletion or modification as may be necessary to make it valid and effective, while preserving to the maximum extent the original intent of the parties with respect to that provision.
22.3 The nullification of any individual term shall not impair the enforceability of the Agreement as a whole, and all remaining provisions shall continue to bind the parties. Both parties expressly agree that judicial or arbitral authorities may reform invalid provisions to the extent necessary to preserve the essential purpose of this Agreement rather than voiding the entire contract.
22.4 The parties acknowledge that each provision of this Agreement has been negotiated and included based on the integrated nature of the entire agreement, with consideration given to the balance of rights, obligations, and risk allocations between parties. Therefore, if substantial provisions are invalidated such that the fundamental character of the transaction is altered, the parties agree to renegotiate in good faith terms that lawfully accomplish the original commercial objectives.
23. SITE VISIT PROTOCOL
23.1 The Builder may facilitate site visits for the Purchaser upon prior written request submitted at least seventy-two (72) hours in advance, subject to construction site safety protocols, availability of escort personnel, and the current phase of construction activities. Such visits shall be conducted during designated hours determined by the Builder with appropriate protective equipment provided by the Purchaser or arranged at the Purchaser’s cost.
23.2 During site visits, the Purchaser shall strictly adhere to all safety instructions, restricted area demarcations, and guidance provided by the Builder’s representatives. The Purchaser expressly assumes all risks associated with such visits and agrees to hold the Builder harmless from any injuries, accidents, or other incidents occurring during site visits, regardless of cause or contributory negligence.
23.3 The Builder reserves the right to deny site access during critical construction phases, unsafe weather conditions, labor disputes, or regulatory inspections without incurring any liability for such denial. Alternative dates shall be proposed when conditions permit safe access, with the Purchaser acknowledging that construction sites are inherently hazardous environments requiring professional supervision and strict protocol compliance.
23.4 The Purchaser shall limit their group to no more than three individuals during any site visit and shall not photograph or record technical details, structural elements, or construction methodologies that may constitute proprietary information or trade secrets of the Builder or contractors. General progress photographs of the Purchaser’s specific unit may be permitted at the discretion of the accompanying representative.
24. ENTIRETY OF AGREEMENT
24.1 This Agreement, together with its schedules, annexures, and any written amendments properly executed by both parties, constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior communications, representations, understandings, and agreements, whether oral or written, relating to the same subject matter. The Purchaser confirms having read and understood all clauses and having had sufficient opportunity to seek independent legal and financial advice prior to execution.
24.2 No modification, variation, or amendment of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. Email communications, text messages, social media exchanges, marketing materials, verbal assurances by sales representatives, or other informal communications shall not constitute amendments to this Agreement regardless of their content or timing.
24.3 The Purchaser explicitly acknowledges that they have not relied upon any statements, representations, or promises regarding the property or the project that are not expressly contained within this Agreement. Any representations made prior to signing this Agreement that are not incorporated herein are expressly disclaimed by the Builder and waived by the Purchaser.
24.4 This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Electronic signatures, digitized signatures, or scanned copies of handwritten signatures shall have the same legal effect as original signatures, provided they can be reasonably authenticated as genuine expressions of the signatory’s intent to execute this Agreement.
25. MARKETING DISCLAIMER
25.1 All visual representations, virtual tours, models, artistic renderings, furniture layouts, landscaping depictions, amenity illustrations, and similar marketing materials are conceptual in nature and represent artistic impressions rather than exact replicas of the finished product. Such representations are provided for visualization purposes only and do not constitute legally binding commitments regarding the exact appearance, dimensions, or finishes of the completed project.
25.2 The Purchaser expressly acknowledges that certain elements shown in marketing materials, including but not limited to furniture, decorative items, paint colors, fixtures, appliances, landscaping features, and lifestyle amenities, may be shown for illustrative purposes only and may not be included in the standard unit delivery unless specifically enumerated in the specifications schedule attached to this Agreement.
25.3 Any promotional statements regarding distance from landmarks, travel times to destinations, neighborhood facilities, or upcoming infrastructure projects are based on current information and reasonable projections but are not guaranteed. The Builder shall not be held liable for developments