DATED the day of

2024

TILEN VICTOR OMONDI

(Vendor)

TO

STEPHEN OKINYI OGUTU

(Purchaser)

AGREEMENT FOR SALE

OF

BUSINESS KNOWN AS A1 CAR WASH LOCATED ALONG

KIMBO MATANGI ROAD NEXT TO MOONSTAR PETROL
STATION.

DRAWN BY:
Elvis Nanda, Weke & Co. Advocates,
Professional Centre, Ground Floor 1,
Parliament Road,
P.O. Box 4893-00100,
NAIROBI

1
 AGREEMENT FOR SALE
THIS AGREEMENT is made the ………… day of………………………Two
Thousand and Twenty-Four.
BETWEEN:
TILEN VICTOR OMONDI of National Identity Number 30389128 and
of P.O. Box 23-40300 HOMA BAY, (hereinafter called “the Vendor”
which expression shall where the context so admits include his
personal representatives, successors and assigns) of the one part;
AND
STEPHEN OKINYI OGUTU of National Identity Number 30115112
and of P.O. Box 19632-40100 Kisumu (hereinafter called “the
Purchaser” which expression shall where the context so admits
include his personal representatives, successors and assigns) on the
other part.

WHEREAS:

(A) The Vendor is the licensed business owner of all that business
known as A1 CAR WASH LOCATED ALONG KIMBO MATANGI
ROAD NEXT TO MOONSTAR PETROL STATION.

(B) The Vendor has agreed to sell and the Purchaser has agreed to
purchase the business from the Vendor under the following terms
and conditions;

IT IS HEREBY AGREED as follows:

1. Definitions and Interpretation

1.1 Unless the contrary intention appears, the following definitions

apply:
(a) “Completion Date” means on or before …………………..
days from the date of this Agreement or such other date the
parties may agree in writing;

2
 (b) “Business” means ALL THAT business located along
Kimbo Matangi Road Next To Moonstar Petrol Station
and all assets and/ or business including the Brand Name, A1 Car
Wash

(c) “The Advocates” means Messrs. Elvis Nanda, Weke &

Co. Advocates Professional Centre, Ground Floor 1,
Parliament Road, P.O. Box 4893-00100, NAIROBI.

1.2 The clause and paragraph headings are for ease of reference only
and are not to be taken into account in the interpretation of the
provisions to which they refer.

1.3 Each of the provisions of this Agreement is severable and distinct

from the others and, if at any time one or more of those
provisions is or becomes invalid, illegal or unenforceable, the
validity, legality and enforceability remaining provisions shall not
in any way be affected or impaired.

1.4 This Agreement constitutes the entire agreement of the parties

with regard to its subject matter and supersedes and cancels all
previous negotiations and agreements.

2. Agreement for Sale and Purchase

2.1 The Vendor has agreed to sell and the Purchaser has agreed to
purchase the Business.
2.2 The Sale is only limited to that Business and all assets and/ or
business including the Brand Name, A1 Car Wash.
2.3 The Sale does not include the Land whereupon the business is
situated.

3. Purchase Price and Mode of Payment

3.1 The Purchase price is Kenya Shillings One Million Eight
Hundred Thousand Only (Kshs 1,800,000/-).

3
3.2 The Purchaser shall pay a deposit of Kenya Shillings One
Million Five hundred and Fifty Thousand Only (Kshs
1,550,000/-) on execution of this Agreement.

3.3 The Purchaser shall pay to the Vendor the balance of the
Purchase Price amounting to Kenya Shillings Two hundred
and Fifty Thousand Only (Kshs. 250,000/-) within the next 3
months.

3.4 Payment of the of the Purchase Price by the Purchaser to the

Vendor shall be paid to the Vendor’s designated bank account
details hereinbelow-
Account Name : NOTHERN DATA NETWORKS
Account Number : 1283668556
Bank Name : KCB BANK
Bank Branch : THIKA

Account Name : T-ZAN TELECOM

Account Number : 0870276614465
Bank Name : EQUITY BANK
Bank Branch : RUIRU

4. Completion Arrangements
4.1 On or before the Completion Date the Vendor shall deliver to the
Advocates the following documents in respect of the business:
a) Certified Copy of the Business Permit for A1 CAR WASH.
b) Certified Copy of the Vendor’s National Identification card.
c) A Copy of the Lease Agreement for the Business Premise.
d) Three (3) coloured passport size photographs of the Vendor
to be affixed on the Sale Agreement.
e) Any other relevant document that may be required for
transfer of the Management and Running of the Business.

4.2 Completion is to take place on or before the Completion Date at

the Advocate’s offices or such other place as may be mutually
agreed between the Vendor and the Purchasers.

4
5. Failure to complete
5.1 It is expressly agreed by the Purchaser that in event that the
Purchaser is unable to pay the balance of the Purchase Price on the
Completion Date or honour his obligations pursuant to this
Agreement, the Vendor will give the Purchaser a twenty one (21)
days’ notice in writing to comply with the obligation and such notice
shall specify the default and require the Purchaser to make good the
default within Twenty (21) days, time being of the essence. If the
Purchaser shall not comply with the said notice then the Vendor
shall be entitled to either:
i. Rescind this Agreement forthwith and the Purchaser
shall forfeit to the Vendor 10% of the Purchase Price
being a sum of Kenya Shillings One Hundred and Eight
Thousand Only (KSh. 180,000/=) as agreed liquidated
damages for breach of contract.

ii. The Vendor shall refund any excess monies he may have
received towards the Purchase Price within fourteen (14)
days of the rescission of this Agreement.

iii. No single or partial exercise by the Vendor of any right,

power or remedy shall preclude its further exercise or
the exercise of any other right, power or remedy.

5.2 In the event that the Vendor is unable to complete the

transaction by the Completion Date, the Purchaser shall be
entitled to rescind this Agreement upon the expiry of a twenty
one (21) day Completion Notice sent to the Vendor and the
Purchaser shall thereafter be entitled to receive a full refund
of all monies paid by it to the Vendor’s Advocates towards the
Purchase Price without prejudice to any other legal remedies
available to the Purchaser including suing for specific
performance and/or damages and costs;

5
 5.3 The payment of the Purchase Price and other obligations of
the Purchaser are hereby declared to be fundamental terms of
this agreement.

6. Possession
6.1 The Business is sold in vacant possession free from
encumbrances.

6.2 The Vendor and Purchaser mutually agree to share the rent for
December 2024 proportionally based on their respective periods of
business occupancy. The total monthly rent is agreed to be Kshs.
27,000/=.
6.2.1 The Vendor shall pay for the first eleven (11) days of
December 2024, during which the Vendor conducted business
operations. This corresponds to a prorated rent of:
Kshs. 27,000 ÷ 31 (days) × 11 (days) = Kshs. 9,581.
6.2.2 The Purchaser shall pay for the remaining twenty (20) days of
December 2024, corresponding to their period of business
operations. This corresponds to a prorated rent of: Kshs.
27,000 ÷ 31 (days) × 20 (days) = Kshs.17,419.
6.2.3 Each party agrees to settle their respective rent obligations
directly with the landlord or through an appropriate
adjustment in the transaction's closing statement.

6.3 The Purchaser having been afforded the opportunity of viewing

and inspecting the business premises, assets and/or business
equipment prior to the date of this Agreement, purchases them in
the same condition they are in now, and subject to the immediately
following sub-clause, shall not require the Vendor to repair,
renovate, decorate or improve the same in any manner.

6.4 The Vendor shall hand over the Business to the Purchaser on
execution of this Agreement.

7. Warranties

6
The Vendor warrants, represents and undertakes to the purchasers
that:

7.1 The Business is Compliant with all the Unified Business Permit
Regulation and has been licensed to operate by the Nairobi City
County;
7.2 There is no law, decree or regulation or similar enactment binding
on it so far as he is aware which would conflict with or prevent him
from entering into or performing and observing the terms of this
Agreement;
7.3 The Vendor is not engaged in nor to the best of the Vendor’s
knowledge threatened by any litigation, arbitration or
administrative proceedings relating to this Business that she has
not disclosed to the Purchaser;
7.4 There is no claim to the Business, dispute regarding operation of
the Business within plot the business is situated and any other such
matters;
7.5 The Vendor has to the best of his knowledge disclosed to the
purchasers all material information relating to the Business and in
case the Purchaser suffers any form of arrears or challenges after
taking over the Business, the Vendor shall not be liable;
7.7 The Vendor has not received any notice from the government or
municipal authority or from owners of adjoining Businesses and
Properties which remain to be complied with and has disclosed all
such notices received to the Purchaser;
7.8 The Vendor will immediately disclose in writing to the Purchasers
any event or circumstance which may arise or become known to her
after the date of this Agreement and prior to completion which is
inconsistent with any of the warranties or which had it occurred on
or before the date of this agreement would have constituted a
breach of the warranties or which is material to be known by a
purchaser for the value of the Business.

8. Costs

7
8.1 In addition to paying the purchase price, the Purchaser shall bear
the costs of paying rent and other charges payable with respect of
the Business after completion and transfer is concluded.

8.2 Both parties shall share the legal costs and preparation of the
Agreement.

9. Incorporation of the Law Society Conditions

9.1 The sale is subject to the Law Society Conditions of Sale in so far
as they are not inconsistent with or excluded or amended by the
provisions of the Agreement.

9.2 For purposes of this Agreement time shall be of the essence.

10. Notices
Any notice to be given to any party to this Agreement shall be in
writing and shall be deemed to be duly served if forwarded to the
Advocate’s office or by pre-paid registered post to that party’s address
as indicated at the beginning of this Agreement and deemed served in
three days from the date of postage.

11. Intention to be bound

Each of the parties hereto hereby agree and confirm, for the purposes
of the Law of Contract Act (Chapter 23, Laws of Kenya), that it has
executed this Agreement with the intention to bind itself to the
provisions of this Agreement.

12. Force Majeure

12.1 Force Majeure are contingencies caused by neither of the parties
and which are unforeseeable at the time of concluding the
contract, uncontrollable and which render the further performance
of the contractual obligations impossible as for instance, acts of
God, acts of War, acts of Government, blockades and revolutions,
fires and explosions and the like.

8
12.2. Neither party shall be deemed to be in default of their contractual
obligations whilst performance thereof is prevented by Force
Majeure, and the time limits laid down in the contract for the
performance of such obligations shall accordingly be extended by a
period equal to that during which force majeure contingencies are
operated.

12.3 Upon the occurrence and cessation of any such contingencies, the
party suffering therefrom shall immediately give the other party
notice in writing in case of delay; such notice shall be confirmed
by official evidence.

12.4 In case Force Majeure last continuously for at least six months,
then both parties shall consult and agree on the necessary
arrangement for further implementation of the contract. In case
such further implementation is unforeseeable and or impossible
then both parties shall arrange for the termination, it being
understood that each party shall fulfill its contractual obligations
so far as they have fallen due prior to such termination.

12.5 No indemnity shall be claimed by either party in case of Force

Majeure.

IN WITNESS WHEREOF this Agreement has been duly executed on

behalf of the parties hereto the day and year first hereinbefore written.

SIGNED by the Vendor )

TILEN VICTOR OMONDI )
____________________
)
)
)
In the presence of )
)
………………………………. )
ADVOCATE )

9
 I certify that I was present and saw the above named TILEN VICTOR
OMONDI of I.D NO. 30389128 set his hand on this Agreement for Sale
on the …….……..day of …………..……………..2024.

_____________________
ADVOCATE

SIGNED by the Purchaser

STEPHEN OKINYI OGUTU )
)
)
CHRISTINE ATIENO OGOLLA )
ID: 33236849 )
) (WITNESS)
)
In the presence of )
)
)
………………………………. )
ADVOCATE )
)

I certify that I was present and saw the above named STEPHEN
OKINYI OGUTU of I.D NO. 30115112 set his hand on this Agreement
for Sale on the …….……..day of …………..……………..2024.

_____________________
ADVOCATE

DRAWN BY:
Elvis Nanda, Weke & Co. Advocates,
Professional Centre, Ground Floor 1,
Parliament Road,
P.O. Box 4893-00100,
NAIROBI

10