WHEREAS, the Seller desires to sell to the Buyer the property (the "Property"), identified on the Proforma Invoice referenced above (the "Proforma Invoice") and to which this Property Purchase Agreement is attached, and agrees to make the purchasing arrangements for the Property on behalf of the Buyer.

and

WHEREAS, the Buyer has agreed to purchase and accept the Property from Original Seller for the price and other terms specified in the Agreement (as defined below),

NOW THEREFORE, in consideration of the mutual agreements contained herein, the parties hereto agree as follows:

Applicability of Agreement:
The terms and conditions of this Property Purchase Agreement are a part of the Proforma Invoice (which are referred to together as this “Agreement”) and are effective upon issuance of the Proforma Invoice. Upon the earlier of :-
(a) The execution by Buyer of any Proforma Invoice; or
(b) The request by Buyer for the issuance of any Proforma Invoice (including Buyer’s generation of any Proforma Invoice via any Seller Site (as defined below)),

Buyer shall be deemed to have read, understood, and agreed to any and all provisions contained in this Agreement and, therefore, Buyer shall be deemed to be bound by this Agreement

Purchase and Sale of Property:
Seller’s obligation to sell the Property to Buyer is subject to all terms and conditions of this Agreement. Buyer understands and agrees that Seller’s obligation to sell the Property is subject to a number of factors, including availability of the Property and Seller’s receipt of payment for the Property.

Seller shall not be obligated to sell the Property to Buyer until all of the following conditions (the “Sale Conditions”) have been satisfied:
(a) Buyer has remitted the Full Payment (as defined below), subject to Seller’s right (in its sole discretion) to agree to any installment or other payment plan with Buyer (the payment required to satisfy Seller’s obligation to sell the Property to Buyer is referred to as the “Required Payment”);
(b) Seller has received and accepted the Required Payment; and
(c) Seller has notified Buyer in writing (which may be by email, or in some cases made via displays on Seller Sites directed at Buyer) that the Property is available and has been taken out of stock and reserved for Buyer, and that the Required Payment has been received and accepted by Seller. Upon the satisfaction of such Sale Conditions, ownership of the Property shall pass to Buyer, subject to the terms and conditions of this Agreement. Without limiting the foregoing, Buyer understands and agrees that Seller’s inventory of Property available for sale may be maintained by third-party property developers engaged by Seller, and Properties are sold on a first- come, first-served basis. Accordingly, Properties identified online through websites maintained by or on behalf of Seller (“Seller Sites”) may no longer be available at the time a Proforma Invoice is issued and this Agreement is entered into.
(d) Execution of this Agreement by Seller does not guarantee that the identified Property will be in stock and available when the final order for such Property is submitted, and therefore does not create any binding obligation on Seller to sell the Property to Buyer. If the Property is not available for purchase, then due to the failure to satisfy the Sale Conditions, Seller will have no obligation to sell the Property to Buyer. In such event, Seller will so notify Buyer. Buyer may decide to purchase an alternative Property from the Seller if such alternative Property is available, and such purchase shall be represented by a new Proforma Invoice and shall be subject to the terms and conditions of a new Property.

Purchase Agreement for such Property.
Following issuance of a Proforma Invoice, Seller may, in its discretion, reserve the Property for Buyer for a limited time determined by the Seller in its sole discretion from the date of the Proforma Invoice issuance (the “Reservation Period”), provided that such reservation shall not be deemed to be confirmation that the Property is in stock and has not been reserved for another buyer, and that Seller shall have no obligation to sell such Property to Buyer unless and until all Sale Conditions have been fully satisfied within the Reservation Period. During the Reservation Period, Seller will not sell the Property to another prospective Buyer who has been issued a proforma invoice for the Property with a later date/time than the date/time of Buyer’s Proforma Invoice. If the Sale Conditions are not satisfied prior to the expiration of the Reservation Period, Seller shall not be deemed to have any obligation to continue to hold the Property for Buyer, and Seller may sell the Property to any other person. Any breach of Buyer’s payment obligations, regardless of the reason, may automatically result in cancellation of Buyer’s purchase order without Buyer’s prior consent.

Definition of Buyer:
When used in this Agreement, the term “Buyer” shall include the Buyer identified above, together with any broker, agent, or other representative engaged or appointed by such Buyer (a “Buyer Representative”) to negotiate or facilitate any aspect of the Property’s purchase,Any act of any such Buyer Representative shall be deemed an act of Buyer, and Buyer shall be responsible for all acts and omissions undertaken by any such Buyer Representative. Seller shall be fully entitled to rely on any instruction provided by any Buyer Representative, and will have no liability to Buyer, any Buyer Representative, or third party for any action (or inaction) undertaken (or not taken) by Seller at the direction or instruction of Buyer or any Buyer Representative.

Use of Seller’s Agent(s):
Seller will be entitled to engage independent third parties to perform certain services in connection with or ancillary to the performance of this Agreement. Any such third parties are referred to herein as “Seller’s Agent,” which term shall strictly be defined as an individual or an organization that provides, with Seller’s prior approval, any of the following: (1) any services to be provided by Seller pursuant to this Agreement, (2) any verbal or physical support, on behalf of Seller, in connection with this Agreement, including in connection with any dispute between Buyer and Seller, or (3) any services ancillary to this Agreement related to the sale, or any related products or services. For the avoidance of doubt, no Seller’s Agent shall be deemed or considered to be a branch, subsidiary, or other affiliate of Seller for purposes of this Agreement or otherwise.

Property Condition, Descriptions, and Information:
Seller uses reasonable efforts to provide accurate descriptions of the Property’s condition on the Seller Sites. However, all Property images, descriptions, and related information provided on the Seller Sites are for informational purposes, and Seller does not guarantee the accuracy of such images, descriptions, and information. Seller may obtain Property information (including information related to the Property’s condition and history) from third parties, and Seller is not responsible for verifying or otherwise confirming any such information. Buyer agrees that any reliance on the Property listings and descriptions on the Seller Sites is at Buyer’s own risk, and is subject to the disclaimers of warranty and limitations of liability set forth in this Agreement. Buyer understands and agrees that it is Buyer’s responsibility to inspect the Property and carry out all necessary due diligence, and to notify Seller in writing of any concerns relating to the Property, prior to Seller’s issuance of the Proforma Invoice. Therefore, by entering into this Agreement, Buyer expressly acknowledges and agrees that it is purchasing the Property in used, “AS IS” condition. Without limiting any other provision of this Agreement:
(a)Seller makes no representation, warranty, or guarantee regarding the Property or the Property’s condition.
(b) Seller does not represent, warrant, or guarantee that any Property description (including Property condition, history and features, availability, and pricing) as set forth on any Seller Sites or in any other documentation or material delivered to Buyer is complete, accurate, reliable, or error free.

Payment of purchase price/ Cancellation:
Buyer shall be responsible for making and completion of payment within the agreed time. If Buyer fails to pay the Full Payment on time the, Seller (or any Seller’s Agent), reserves the right to rescind the contract and invoice. The contract will be cancelled by the Seller and the Buyer shall pay to the Seller or Seller’s Agent(s) a cancellation fee of USD 2000 (United Stated Dollars Two Thousand) or 20% of the invoice value, whichever is higher at the time. If the Buyer cancels the contract, the Buyer shall pay to the Seller or Seller’s Agent(s) a cancellation fee of USD 2000 (United Stated Dollars Two Thousand) or 20% of the invoice value, whichever is higher

Disclaimer/ Limitation of liability:
Except to the extent a Property is subject to a warranty provided by Seller and purchased by Buyer (which warranty is governed by the terms available at https://www.kbcentury.com/support/warranty-coverage), to the fullest extent permitted by applicable law, all Properties sold by Seller, including the Property, are sold “AS-IS WHERE-IS” AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF OWNERSHIP, TITLE, NON-INFRINGEMENT, STATE OF PROPERTY.

Neither Seller nor any Seller’s Agent nor their respective affiliates, officers, directors, employees, agents, and representatives (collectively, “Seller Parties”) shall be liable to Buyer or any other party for any direct, indirect, special, consequential, or punitive damages arising out of or in connection with this Agreement or otherwise in connection with the sale, and/or use of the Property, including any loss, damage, cost, or expense caused by, arising out of, or relating to: (a) the use of the Property by Buyer or any other party, (b) any disparities or differences between the Properties and any description or pictures of the Properties on the Seller Sites, ownership of the property, encumbrances or third party claims on the property, rulings, judgments and court orders.

Without limiting the foregoing, and notwithstanding any other terms and conditions of this Agreement or any statute of limitations provided under applicable law, all rights of Buyer arising under this Agreement, and all obligations and liabilities of Seller and any Seller Parties, shall be extinguished on the date that is six months following the date of the Proforma Invoice.

Proforma Invoice; Buy Now Feature:The Proforma Invoice (which is a part of this Agreement) contains the financial details, including the Full Payment (including the total price, and any other expenses) agreed to be paid by Buyer with respect to the sale of the Property, along with any applicable property specifications that are available at the time of issuing the Proforma Invoice.
Seller Site will contain an online point of sale (a “Buy Now Feature”). Buyer may, at its election, utilize the Buy Now Feature to generate, download, and/or print a Proforma Invoice that will include the terms and conditions of sale (including Property price, and other expenses agreed to be paid by Buyer), and that otherwise incorporates all terms and conditions of this Agreement. By using the Buy Now Feature to generate a Proforma Invoice, Buyer shall be deemed to have understood and agreed to all such terms and conditions

Payment:
Except as otherwise provided below, Buyer shall pay the full amount listed on the Proforma Invoice in a one (1)-time payment, to or as directed by Seller on the Proforma Invoice (or other written instructions of Seller) (the “Full Payment,” which includes any and all fees and charges associated with the purchase of the Property, including transfer, bank charges, and handling fees, all of which are the sole responsibility of Buyer and all of which are included in the definition of Full Payment). Upon confirmed receipt of the Full Payment by Seller or Seller’s Agent, as acknowledged by Seller in writing,1/2 and satisfaction of all other Sale Conditions, Seller will commence documentation arrangements and transfers for the Property. In the event of any deficiency between the Full Payment and the amount actually received by Seller (or Seller’s Agent) from Buyer with respect to the Property and the performance of this Agreement (the “Received Amount”), Seller shall not be obligated to allocate the Received Amount to the Property, and shall have the right, in Seller’s sole discretion to cancel the Proforma Invoice and Buyer’s proposed purchase of the Property, and in such event shall refund the Received Amount to Buyer (less the Cancellation Fee, as defined above).
Subject to the terms and conditions of this Agreement, including satisfaction of the Sale Conditions, Seller will reserve the Property identified on the Proforma Invoice for Buyer for a limited time, determined by Seller in its sole discretion, from the date of the Proforma Invoice issuance, provided that a legitimate Telegraphic Transfer Copy, as a proof of Buyer’s payment, is provided to Seller within the time determined by the Seller. Buyer understands that the transmittal of the funds for the Full Payment shall be at Buyer’s sole risk, and neither Seller nor Seller’s Agent shall be responsible or liable for any error in transmission, including any errors made by any banking or money transfer facilities, including any online or mobile applications. Any delay in Buyer’s transfer of the Full Payment (or other amounts) to Seller’s (or the designated Seller’s Agent) caused by any such error shall not relieve Buyer from meeting its payment deadline.
Any breach of Buyer’s payment obligations or obligation to accept the Property within a reasonable timeframe as decided by Seller, regardless of the reason, may automatically result in Seller’s action to cancel Buyer’s purchase order without notice to or the prior consent of Buyer.Seller also retains the right (but not the obligation) to offer, in its sole discretion, Buyer the opportunity to make the Full Payment in the form of two (2) installment payments (“Installment Payment”). The specific terms and conditions for Installment Payment shall be as separately set forth by Seller in its email instructions, which shall be deemed to comprise a part of this Agreement. If the parties have agreed to Installment Payment, and Buyer fails to make the Full Payment when due, Seller shall have the right, in Seller’s sole discretion, to cancel the Proforma Invoice and Buyer’s proposed purchase of the Property, regardless of whether or not Buyer is still within the Reservation Period, and in such event will not refund the first Installment Payment, including any other further payments made and any transfer and, fees, handling fees, or any other charges, previously received by Seller from Buyer, after which Seller shall resell the Property to a third party of its choosing.

Any payments made pursuant to this Agreement to any Seller’s Agent will also be subject to the supplemental terms and conditions of Seller’s Agent as provided to Buyer prior to or at the time such payments are made.Additional Seller Policies:Buyer understands and agrees with the following:
i) Buyer shall provide one (1) email address to Seller, which shall be registered with Seller’s customer database, and which shall be used by Buyer and Seller for all communications relating to Buyer’s purchase of a property from Seller. If Buyer uses multiple email addresses to communicate with Seller, Seller may, in its sole discretion: (a) choose one (1) email address with which to communicate with Buyer, and shall notify the Buyer of the preferred email and shallnot be required to respond to Buyer at any alternate email address, and (b) if Buyer’s use of multiple email addresses results in alternate Proforma Invoices for the same Property being issued to Seller, the Seller shall treat the Proforma Invoice bearing the highest price for such Property as the final and valid Proforma Invoice, and any other Proforma Invoice shall be null and void. ii) Buyer understands and agrees that email communications sent over the Internet can be unpredictable, insecure, and unstable, that any and all of Buyer’s email account security issues are at Buyer’s risk and responsibility, and that Seller shall not be held liable for any security incidents, breaches, or damages arising from or attributable on the Internet and/or the use of email communications. iii) Buyer agrees that any notice, agreement, disclosure, or other communication sent by Seller via email to the email address provided by Buyer or preferred by the Seller, incase the Buyer uses multiple emails will satisfy any legal communication requirements, including that such communications be in writing.

KB CENTURY Financial Support:
At Seller's sole discretion, some property purchases may be eligible for Seller’s "financial support" program (hereinafter referred to as the “KB Warranty") in exchange for a fee designated by Seller. Seller's obligation to provide the KB Warranty to Buyer’s purchase of the property, including the amount and terms of any financial assistance offered to Buyer, shall be subject to Seller's sole discretion and Buyer's qualification for the KB Warranty, and if made available to Buyer shall be subject to the terms, conditions, and limitations contained in the KBW Terms and Conditions attached to and made a part of this Agreement.

Property Hand over and Taking Possession,
a)The Seller shall handover to the Buyer and or Buyer’s agent vacant possession of the Property after payment of full purchase price. The Both parties shall not transact or deal in the Property till full payment or the period allowed for completion of the full payment of by the Buyer has lapsed.
b)Buyer shall be responsible for taking possession (or arranging for a third party to take possession) immediately upon payment of full purchase price of the property. The cost of local documents transfers and change of ownership by Seller’s Agent(s) shall be paid by Buyer to Seller, whether directly or through Seller’s Agent, for the account of Buyer, upfront at the time of the Property’s sale and for the avoidance of doubt is considered a part of the Full Payment. It is mutually understood and agreed that document transfers and change of ownership shall not be mandatory for Buyer’s purchase of a property, but shall be at the election of Buyer. Buyer may choose to engage Seller’s Agent(s) on document processing and transfer of ownership after Buyer’s payment for the Property; provided however such late engagement of Seller’s Agent(s) for documents processing and transfer of ownership, such services will not be applicable of this Agreement. With respect to any customers such assistance provided by Seller’s Agent(s), any and all the issues arising out of or in relation to such assistance shall be issues strictly between Seller’s Agent(s) and Buyer, and Seller shall not be responsible or held liable for any such issues in any way.

Purchasing Procedures:
Buyer shall solely be responsible for compliance with all requirements, laws, and regulations relating to the Property’s Purchase prior to the purchase of the Property from Seller. Neither Seller nor Seller’s Agent shall be liable in any way, at any times, for providing any information relating to the Property purchasing. Any taxes imposed on the property at the time of its of purchase or after purchase shall always be borne and paid by Buyer, provided that Seller’s Agent may undertake such payments to the on behalf of Buyer, in which case such payments shall be included in the Full Payment.

Indemnification:
Buyer shall defend, indemnify and hold harmless the Seller Parties from and against any and all liabilities, losses, damages, penalties, and expenses incurred or suffered by any Seller Party arising from, by reason of, or in connection with any claim, loss or damage or injury to person or property arising from, by reason of or in connection with (a) the property sold hereunder or the use, operation, possession, and modification of the Property, (b) Buyer’s failure to pay any amounts as required herein, or (c) Buyer’s breach of any of its obligations hereunder, including any legal obligations arising from any restrictions, laws or regulations that apply to the Property or its operation. This indemnification shall survive the handover of the property to the Buyer and any subsequent sale or other transfer of the Property to a third party.

Force Majeure:
In no event shall Seller be liable to Buyer for any failure in the performance of this Agreement arising directly or indirectly from acts of God, flood, tidal wave, tsunami, lightning, typhoon, storm, monsoon, earthquake, plague or other epidemic or pandemic, war (whether declared or not), threat of war, warlike conditions, insurrection, act of terrorism, revolution, fire, explosion, wreck, blockage, strikes, riots and civil commotion, lockouts or other labor disputes, shortage or control of energy supply or raw materials, unavailability of transport facilities or loading or discharging facilities, and other restriction by law, regulations, orders or administrative guidance of governmental authorities, quarantine, embargoes, mobilization, requisition, prohibition of export, refusal of issuing license or any other statutory, administrative or governmental restriction unless such restriction is executed in view of such Seller being on charges of illegality, or other similar or dissimilar circumstances beyond the reasonable control of Seller, affecting Seller, any Seller’s Agent, or performance by Seller or Seller’s Agent of this Agreement (“Force Majeure”), and Seller’s time for performance shall be extended for a period not less than the period of the Force Majeure delay.

Cancellation Policy:
Seller shall charge the greater of (a) twenty percent (20%) of Full Payment, or (b) USD 2000 (United Stated Dollars Two Thousand) as a cancellation fee (“Cancellation Fee”), in the event that Buyer cancels its purchase of the Property or for any reason refuses to accept the property at the time of taking possession or handover, or if Seller cancels the sale of a Property as a result of any breach by Buyer of this Agreement, including any refusal or failure to make any payment due hereunder. No cancellation shall be permitted at any time for any Property that is purchased by Buyer in person and on site; and (2) no cancellation shall be permitted at any time if the cancellation of the Property purchase is, in Seller’s sole judgment and discretion, made difficult as a result of the purchase and sale method undertaken by Buyer, the transportation status at the time of the purported cancellation, or any other reason not under the reasonable control of Seller. After the Cancellation Period, Buyer shall not be permitted under any circumstances to cancel its purchase of the Property.

Governing Law and Jurisdiction:
This Agreement and all disputes arising under this Agreement shall be governed by, and all rights and obligations hereunder shall be construed in accordance with, the internal laws of Uganda, without regard to principles of conflicts of laws. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts in Uganda. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods and any other laws or regulations shall not apply to this Agreement.

Controlling Language:
This Agreement shall be in English only, which language shall be controlling in all respects. All documents exchanged under this Agreement shall be in English.No Waiver:No waiver by Seller of any of Buyer’s obligations under this Agreement shall be deemed effective unless made by Seller in writing, nor shall any waiver by Seller in respect of any breach by Buyer of any provision of this Agreement be deemed to constitute a waiver or consent to any breach by Buyer of any other provision or of any subsequent breach by Buyer of its obligations.