SALE AND PURCHASE AGREEMENT
AN AGREEMENT made the day and year stated in Section 1 of the First Schedule annexed hereto
BETWEEN [Company Name] (Company No. ), a company incorporated in Malaysia and having its registered office at [Address] and its place of business at [Address] (hereinafter referred to as “the Vendor”) of the First part.
AND THE PARTY whose name and address are described in Section 2 of the First Schedule annexed hereto (hereinafter referred to as “the Purchaser”) of the Second part.
WHEREAS
(A) The Vendor is the registered proprietor of all that piece of freehold land known as [Amount in words] [Insert Amount] comprised in Grant Mukim No.25 (hereinafter referred to as “the said Land”).
(B) The said land is presently charged to [Bank Name] at [Address of Bank].
(C) The Vendor has at its own cost and expense obtained the approval of the Appropriate Authorities for the Layout Plan for the land. A copy of the Layout Plan as annexed hereto in the Third Schedule (hereinafter referred to as “the Layout Plan”)
(D) The Vendor has agreed to sell and the Purchaser has agreed to purchase the said Plot which for the purpose of identification is shaded red in the Layout Plan (hereinafter referred to as “the saidPlot”) with vacant possession and free from all encumbrances but subject to all conditions expressed or implied in the document of title to the said Plot and/or the separate document of title to the said Plot upon the terms and conditions hereinafter contained.
NOW IT IS HEREBY AGREED as follow : –
Clause 1
DEFINITIONS/INTERPRETATION
1.1 In this Agreement, the following words and expression shall, where the context so admits be deemed to have the following meanings : –
Agreement means this Sale and Purchase Agreement and all annexures and enclosures annexed hereto;
Appropriate Authorities means any Federal, State or Local Government, semi government, quasi government or other bodies with authority to exercise its right or jurisdiction in connection with or affecting the said Land and/or any matter arising out of the terms of this Agreement;
Building means the building to be constructed on the Plot;
Completion Date means within twenty four (24) calendar months from the date of delivery or deemed delivery of vacant possession of the Plot to the Purchaser;
Plot means the plot specified in Section 4 of the First Schedule hereto;
Purchaser means the party stated in Section 2 of the First Schedule hereto and includes, in the case of a natural person, his heirs, personal representatives, permitted assigns and in the case of a company, its successors-in-title and permitted assigns;
Purchase Price means the sum specified in Section 3 of the First Schedule hereto;
1.2 The clause and paragraph headings in this Agreement are for ease of reference only and shall not be taken into account in the construction of any covenant condition or proviso to which they refer.
1.3 Words importing the singular meaning shall where the context so admits include the plural meaning and vice versa.
1.4 Reference to any statutes or statutory instruments shall include and refer to any statutes or statutory instruments amending consolidating or replacing them respectively from time to time being in force.
1.5 Words of the masculine gender shall include the feminine gender and vice versa and words denoting natural persons shall include corporations and firms and all such words shall be construed interchangeably in that manner.
1.6 Where the Purchaser to this Agreement are two or more persons, the expression “the Purchaser” shall include the plural number and obligations expressed or implied to be made with the Purchaser or by the Purchaser shall be deemed to be made with or by such persons jointly and severally.
1.7 Where an act is required to be done within a specified time, the period is inclusive of and begins to run from the date. A period of days from the happening of an event or the doing of any act or thing shall be deemed to be inclusive of the day on which the event happens or the act or thing is done and if the last day of the period is a weekly holiday or a public holiday, “the excluded day”, the period shall include the next following day which is not an excluded day.
1.8 The expression “Ringgit Malaysia” and symbol “RM” shall mean the lawful currency of Malaysia.
1.9 Reference to Recitals Clauses and Schedules are to be construed as reference to Recitals Clauses of and Schedules to this Agreement.
1.10 No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any party thereof.
Clause 2
AGREEMENT TO SELL AND PURCHASE
2.1 The Vendor hereby agrees to sell and the Purchaser hereby agrees to purchase the said Plot without any dwelling house thereon and free from encumbrances and with vacant possession but subject to all conditions of title expressed or implied in the document of title to the said Plot and/or the separate document of title to the said Plot when issued by the Appropriate Authorities at the Purchase Price and upon the terms and conditions contained herein.
Clause 3
PROPOSAL TO CONSTRUCT
3.1 The purchaser proposes to construct the Building on the said Plot and the Vendor agrees to accept the proposal subject to the arrangement and the conditions herein contained.
Clause 4
PURCHASE PRICE
4.1 The Purchase Price of the said Plot shall be the sum specified in Section 3 of the First Schedule hereto and shall be payable in the manner provided in Clause 6 herein.
Clause 5
CONSTRUCTION OF BUILDING
5.1 The Purchaser has notice and acknowledges that the said Plot forms part of the whole development of the project known as Emerald Park. In order to maintain the overall landscape and environment of the Development, the Purchaser hereby agrees and covenants with the Vendor as below :
(a) the Purchaser shall not at any time subdivide or partition the said Plot or amalgamate the said Plot with any other adjacent Plot for any purposes whatsoever without the prior written consent of the Vendor;
(b) the Purchaser shall use the said Plot for erecting a semi-detached/bungalow building only and not for any other purposes. Without limiting the generality of the foregoing the Purchaser shall in particular ensure that any buildings erected on the said Plot shall comply with the requirements orders rules regulations by-laws policies or any other laws of the Relevant Authority and the Purchaser covenants not to do or suffer to be done or omitted any act matter or thing which will prevent the issuance of a certificate of fitness for occupation of any building within the said Plot. The Purchaser undertakes not to permit the said Plot or any building or building erected thereon to be used for any purpose which may be or become a nuisance or annoyance to the purchasers or Occupiers of other Plots or the purchasers or the Occupiers of other developments on the said Land. The Purchaser will not do or permit or omit to be done in or on the said Plot anything the doing or omission of which has or shall have the effect of diminishing or depreciating the value of the said Plot or the other Lands. The Purchaser shall upkeep the said Plot and any building or buildings built thereon failing which the Vendor shall be entitled but not obliged to enter the said Plot and any building or buildings built thereon and do works necessary to upkeep the same at the costs of the Purchaser or to take such legal action deemed fit by the Vendor.
(c) In amplification of Clauses 5.1 (a) and (b) hereof and not in derogation thereto the Purchaser undertakes that the Purchaser shall not erect on the said Plot any type of building save and except one which is acceptable and approved by the Vendor and the Relevant Authority including the adoption of a standard design for certain Lands identified or prescribed by the Vendor and will not permit the said Plot or the Building or buildings to be erected thereon to be used for any illegal unlawful or immoral purposes or carry on any business of any nature whatsoever or any type of agricultural or farming businesses and shall not do or give reasonable cause of complaint from any of the other Purchasers or Occupiers of any of the other Plots.
5.2 The Vendor shall be entitled to but not obliged to take action against the Purchaser if the Purchaser commits a breach of Clause 5.1 above and the Purchaser will keep the Vendor indemnified against all claims actions demands proceedings damages losses costs expenses penalties whatsoever arising from any breach of any of the covenants therein.
Clause 6
SCHEDULE OF PAYMENTS
6.1 The Purchase Price shall be paid by the Purchaser to the Vendor within fourteen (14) days after receipt by the Purchaser of the Vendor’s written notice and in the manner as prescribed in the Second Schedule hereto.
6.2 Every notice referred to in the Second Schedule requesting for any payment shall be supported by a certificate signed by the Vendor’s Architect or Engineer or such other authorized officer in charge of the project and every such certificate so signed shall be proof of the fact that the works therein referred to have, commenced and or have been completed as the case may be.
6.3 Notwithstanding any provision to the contrary contained herein, the notice required to be given to the Purchaser under the Second Schedule hereto may be given in any sequence or order.
Clause 7
LOANS
7.1 If the Purchaser is desirous of obtaining a loan to finance the payment of the Purchase Price of the said Plot the Purchaser shall within fourteen (14) days after receipt of a stamped copy of the Agreement make a written application to a bank finance company building society or other financial institution (hereinafter called “the Financier”) for a loan to assist the Purchaser to purchase the said Plot (hereinafter called “the Loan”) and if the Loan is granted by the Financier the Purchaser shall within such time stipulated by the Financier execute all necessary forms and documents and pay all fees legal costs and stamp duty in respect thereof.
7.2 The Purchaser shall utilize the whole of the loan towards payment of the Purchase Price of the said Plot at the times and in the manner set out in the Second Schedule hereto.
7.3 If the Purchaser fails to accept the Loan or defaults in complying with the necessary requirements for the application or does not qualify for a Loan or is unable to obtain the Loan for any reason whatsoever as a result of which the Loan is not granted or withdrawn by the Financier, as the case may be, the Purchaser shall then be liable to pay to the Vendor the whole of the Purchase Price or such part thereof as shall then remain outstanding in accordance with the schedule of payments.
7.4 In the event that the Purchaser is not able to obtain the Loan, the Vendor shall not in any way whatsoever be liable to the Purchaser for any loss damage cost or expense whatsoever and howsoever arising or incurred and such failure to obtain the Loan shall not be a ground for any delay by the Purchaser in the payment or for any non-payment of the Purchase Price or any part thereof on due dates of any of the installments of the Purchase Price set out in the Second Schedule hereto.
Clause 8
INTEREST ON LATE PAYMENTS
8.1 Without prejudice to the Vendor’s rights under Clause 9 hereof, if any monies payable by the Purchaser hereunder remain unpaid by the Purchaser at the expiry of the specified period stated in the Second Schedule hereto interest at the rate of ten per cent (10%) per annum calculated from day to day on such unpaid monies shall commence immediately thereafter and be payable by the Purchaser.
Clause 9
DEFAULT BY PURCHASER AND DETERMINATION OF AGREEMENT
9.1 If the Purchaser : –
(a) fails to pay any installments payable under Clause 6.1 in accordance with the Second Schedule hereto or any part thereof or any interest payable under Clause 8 hereof for any period in excess of fourteen (14) days after its due date; or
(b) fails to pay other sum or sums payable under this Agreement within the time stipulated for payment for any period in excess of fourteen (14) days after its due date; or
(c) fails to observe or perform in accordance to Clause 12.1 and Clause 12.2 hereof;
(d) commits or threatens to commit any breach of the terms and conditions contained in this Agreement or fails to perform or observe all or any of the Purchaser’s covenants herein contained; or
(e) before payment in full of the purchase price of the said Plot, commits an act of bankruptcy or enters into any composition or arrangement with his creditors or, being a company, enters into liquidation, whether compulsory or voluntary;
the Vendor may, subject to Clause 9.2 hereof, take such legal action as it deems fit in the circumstances or annul the sale of the said Plot and forthwith terminate this Agreement and in such an event :
(i) the Vendor shall be entitled to deal with or otherwise dispose off the said Plot and all buildings and structures and cultivation thereon in such manner as the Vendor shall see fit as if this Agreement had not been entered into;
(ii) the Purchaser and all those claiming title under him shall forthwith vacate the said Plot (if possession has been granted);
(iii) the Deposit and part payment paid by the Purchaser to the Vendor including any interest paid shall be forfeited absolutely by the Vendor as agreed liquidated damages and not by way of penalty;
(iv) thereafter neither party hereto shall have any further claim against the other for costs damages compensation or otherwise hereunder; and
(v) each party hereto shall pay its own costs in the matter.
9.2 Notwithstanding anything stated herein this Agreement, the Vendor shall be entitled to the remedy of specific performance against the Purchaser.
Clause 10
DEFAULT BY THE VENDOR
10.1 If the Vendor fails to hand over the vacant possession in accordance with this Agreement, the Vendor shall pay to the Purchaser liquidated damages to be calculated from day to day at the rate of ten per centum (10%) per annum of the purchase price paid thereof.
Clause 11
DUTIES OF THE VENDOR
In consideration of the Purchaser agreeing to pay the purchase price herein agreed, the Vendor agrees to discharge the following duties:-
11.1 The Vendor shall be responsible to hand over the possession of the Plot to the Purchaser within the Completion Date to facilities the Purchaser to commerce with the construction of the Building subject to the payment of the purchase price herein and the compliance of the terms and conditions herein;
11.2 The Vendor as the registered owner of the Land shall undertake to execute the proposed building plans to be submitted by the Purchaser to facilitate the construction of the Building;
11.3 The Vendor shall use its best endeavour to assist the Purchaser in the obtaining of the certificate of fitness for occupation after the completion of the Building;
11.4 Upon handing over vacant possession of the Plot to the Purchaser, the Vendor shall grant right of access to the Purchaser, his agents, consultants, employees or workmen with or without vehicles and/ or machinery, at all reasonable times to enter upon the Plot or any part thereof for the purpose of constructing the Building;
11.5 Subject to Clause 19 herein, the Vendor shall undertake to proceed to apply for the subdivision of the Land so as to obtain the issuance of a separate strata title to the Building subject all conditions expressed or implied in the document of strata title when issued under Strata Titles Act 1985 after the issuance of the certificate of fitness for occupation for the Building Provided that the Purchaser or the Purchaser’s Contractor furnishes the Vendor the relevant particulars after the completion of the Building and the Building is completed within the Completion Date of the Construction as agreed herein;
11.6 Upon the issuance of the strata title to the Building and subject to the payment of all the consideration in this Agreement and the observance of all the terms and conditions herein provided, the Vendor shall execute a valid and registrable memorandum of transfer of the strata title to the Purchaser, his heir or nominee or lawful assign, as the case may be.
Clause 12
DUTIES OF THE PURCHASER
In consideration of the Vendor agreeing to accept the proposal by the Purchaser to construct the Building on the Plot and subsequently apply for the strata title for the Building on behalf of the Purchaser and execute the transfer in favour of the Purchaser, the Purchaser agrees to discharge the following duties:-
12.1 The Purchaser shall proceed to engage a Contractor agreeable acceptable and approved by the Vendor;
12.2 The Purchaser shall ensure that the Contractor commence the construction of the Building within three (3) months from the date of the handing over of the vacant possession of the said Plot by the Vendor and to complete the construction of the Building within twenty-four (24) months from the date of the handing over of the vacant possession of the Plot by the Vendor;
12.3 The Purchaser shall ensure that the Building Plan for the approval of the Vendor to maintain the conformity and quality of the Building and also to ensure the smooth issuance of strata title to the Building;
12.4 The Purchaser shall ensure that the Building to be erected on the said Plot is in compliance with the requirements orders rules bye-laws of the relevant authority in order to ensure the issuance of certificate of fitness for occupation of the Building;
12.5 The Purchaser shall undertake together with other purchasers within the same land to construct or cause to be constructed and/ or contribute towards construction, maintaining and repairing of the basic infra-structure including access roads, main drains, main culverts sewerage and water electricity and telephone supply mains and telephone trunking to the boundary of the Plot and also the Common Facilities as incorporated in the Layout Plan annexed herein;
12.6 The Purchaser shall its own costs and expense construct or cause to be constructed and maintain and repair infra-structure including internal roads, drains, culverts and sewerage and apply for the connection of the internal water, electricity and telephone supply from the supply mains ad tap-off points and install the electricity cables, water pipelines and telephone cables within the Plot;
12.7 The Purchaser shall undertake that the Contractor and their worker will not damage any of the common area and infrastructure on the Land or cause any garbage debris or building materials to be left on the Plot or any part of the Land or cause any nuisance or annoyance to any party on the Land;
12.8 The Purchaser shall undertake not to lodge any caveat on the Land or any part thereof without the written consent of the Vendor and shall ensure his financier not to do the same. In the event such caveat is being lodged the Vendor shall be entitled to take the appropriates action to have the same canceled or removed and the Purchaser shall bear all the costs and expenses incurred by the Vendor in respect thereof;
12.9 For the harmonious occupancy of the Building within the strata development the Purchaser undertakes to execute the Deed of Mutual Covenant simultaneous with this Agreement and agrees to be bound by the terms and conditions therein.
Clause 13
RIGHT TO ACCESS
13.1 The Purchaser hereby agrees and undertakes to permit the Vendor, its agents, employees or workmen with or without vehicles and/or machinery, at all reasonable times to enter upon the said Plot or any part thereof for the purposes carrying out the duties of the Vendors under this Agreement.
Clause 14
PAYMENT OF OUTGOINGS
14.1 The Purchaser shall duly and punctually pay to the Vendor whether formally demanded or not all outgoings including quit rent rates taxes assessments insurance premium against fire and other risks in respect of the said Property which sum(s) shall be calculated according to the provisional share units assigned to the said Property by the Vendor’s architect or by the Vendor to be calculated in the properties the area of the said Property bears to the total net built up and let table area of the said Project from the date of the handing over of the vacant possession of the said Plot by the Vendor.
Clause 15
DELIVERY OF VACANT POSSESSION
15.1 Subject to the Purchaser having paid all purchase price instalments payable under Clause 6.1 and all other monies due under this Agreement and the Purchaser having performed and observed all the terms and covenants on his part under this Agreement, the Vendor shall let the Purchaser into vacant possession of the Plot on or before the completion date which shall not be later than Eight (8) months from the date hereof.
15.2 If the Vendor fails to hand over vacant possession in accordance with this Clause, the Vendor shall pay to the Purchaser liquidated damages to be calculated from day to day at the rate of ten per centum (10%) per annum of the Purchase Price.
15.3 Upon the expiry of fourteen (14) days from the date of notice from the Vendor requesting the Purchaser to take possession of the said Plot, the Purchaser shall be deemed to have taken delivery of vacant possession and thereafter the Vendor shall not be liable to the Purchaser for any loss or damage whatsoever to the said Plot.
15.4 The Purchaser hereby irrevocably confirm that the handing over of vacant possession to the Purchaser and or his Contractor or Consultant shall be deemed as good in handing over of vacant possession in accordance with the Clause herein.
15.5 The Purchaser hereby further covenants and agrees with the Vendor that upon taking vacant possession of the said Plot the Purchaser shall not do or omit or suffer to be done or omitted any act matter or thing in on or respecting the said Plot which shall contravene any provisions of any Act Ordinance Enactment Order Rule Regulation or By-Law now or hereafter affecting the same and shall at all times hereafter indemnify and keep indemnified the Vendor against all action, proceedings, costs, expenses, claims and demands in respect of any such act matter or thing done or omitted to be done in contravention of any of the said terms conditions covenants and restrictions herein contained in this Agreement until the Purchaser shall become registered as proprietor of the said Plot.
Clause 16
COMMON RIGHTS OF THE PURCHASERS
16.1 The Vendor undertakes and the Purchaser agrees that the said Plot is sold and that all other Lands as shown in the Layout Plan are also sold together with the free right and liberty for the Purchaser and his and their servants agents licenses and invites in common with the Vendor and all persons having the like right and liberty including all other Purchasers of any of the other Plots or other developments whether on the said Land or otherwise with or without vehicles at all times and for all purposes whatsoever connected with the use and development to pass and repass along over and upon all roads together also with the full right and liberty to make all necessary connections and thereafter to use in a proper manner the drains pipes cables or wires laid or constructed by the Vendor under or over the said roads.
16.2 The Vendor hereby undertakes that the Purchasers of the said Plots comprised in the said housing development shall enter into similar covenants and hereby further undertakes to ensure that in the event of any transfer of the said Plot from the Purchaser to a subsequent purchaser, the latter shall undertake to be bound by the covenants of this clause which shall continue to apply notwithstanding the completion of the sale and purchase agreement.
Clause 17
RESTRICTION AGAINST TRANSFER OR ASSIGNMENT BY PURCHASER
17.1 From the date of this Agreement and until the issuance of the strata title to the Building to be erected on the said Plot and transfer thereof to the Purchaser, the Purchaser shall not in any manner whatsoever sell transfer or assign or attempt to sell transfer or assign all or any of the Purchaser’s rights duties and obligations under this Agreement and/or sell transfer assign or otherwise dispose off the said Plot or any part thereof or any interest therein without the prior written consent of the Vendor.
17.2 If the written consent referred to in Clause 17.1 above shall be granted by the Vendor the Vendor shall be entitled to levy an administrative fee at the sum of Ringgit Malaysia Three Thousand (RM3,000-00) only. All legal costs and expenses incurred and/or to be incurred by the Vendor pertaining to the assignment shall be borne and paid by the Purchaser.
17.3 The Purchaser hereby covenants and undertakes with the Vendor that in the event of any sale or transfer or assignment of the said Plot from the Purchaser to a subsequent purchaser, the Purchaser shall ensure and make it a condition of sale or transfer or assignment that the subsequent purchaser shall likewise covenant and undertake with the Vendor to be bound by the covenants and conditions contained herein. In the event that the Purchaser shall fail to do so, then without prejudice to the Vendor’s right to injunctive relief in respect of the said Purchaser’s failure, the Purchaser shall indemnify and keep indemnified that Vendor against all damages losses claims and expenses which the Vendor may incur by reason of the Purchaser’s failure to fulfill his obligations herein.
17.4 The Purchaser hereby agrees, declares and acknowledges that the Purchaser’s covenants and undertakings contained in Clause 17.3 hereinabove shall remain in full force notwithstanding that a separate document of title to the said Plot shall have been issued or the transfer thereof shall have been effected in favour of the Purchaser.
17.5 For the purpose of this Clause, the Vendor shall be entitled to lodge a caveat against the separate document of title to the said Plot or the master title from which it is derived, as the case may be, ensure compliance by the Purchaser of the Purchaser’s obligations under this Clause and the Purchaser hereby expressly consents to the lodgement of such caveat.
Clause 18
PREVENTION OF SALE
18.1 For the avoidance of doubt, in the event, for any reason whatsoever, the sale and purchase of the said Plot is prevented, restricted or interfered with by the Appropriate Authorities or bye-laws, regulations, ordinances or statutes for any reason whatsoever, whereby the sale and purchase by the parties cannot be perfected and the terms and conditions of the Building Contract signed by the Purchaser on even date cannot be carried into effect, the Vendor shall upon expiry of three (3) years from the date stated hereof, refund the Purchaser all monies paid without interest.
Clause 19
APPLICATION OF STRATA TITLE
19.1 The Vendor shall demarcate the boundary of the Plot and provide perimeter maker for the Plot. The Purchaser shall construct the Building within the perimeter only.
19.2 Upon handing over of the Building by the Contractor to the Purchaser, the Purchaser shall forthwith pay an administrative fee of Ringgit Malaysia [Amount in words] [Insert Amount] only to the Vendor and furnish the Vendor with approved plan and the built up area for the Building to facilitate the application of strata title by the Vendor of which the Vendor shall use its best efforts to obtain as expeditiously as possible the issue of the strata title for the Building.
19.3 The Purchaser shall not carry out or cause to be carried out any variations to the Building and description therein or any alternation or addition to the Building or install or cause to be installed any fixtures or fittings therein which would involve the amendment of the approved Building Plan or the submission of further plan without the prior written consent of the Vendor after completion of the Building and the relevant Certificate of Fitness of Occupation has been issued until the issuance of the strata title to the Building.
19.4 Upon the issuance of the separate strata title to the Building and subject to the full payment of the Consideration by the Purchaser to the Vendor and the observance and performance of all the terms and conditions herein provided, the Vendor shall proceed to executed a valid and registrable memorandum of transfer of the strata title in favour of the Purchaser or his nominee(s) as the case may be.
19.5 Any delay in obtaining separate strata title to the Building shall not be a ground for any delay the Purchaser in the payment of any payment payable herein and interest thereon and the Vendor shall not in any way be liable to the Purchaser for any loss, damage, cost or expenses however arising or incurred due to the delay in the issuance of such title shall the Purchaser be entitled to annul this Agreement on the grounds of such delay.
19.6 The area for the strata title shall depend on the built up area as supplied by the Purchaser after the completion of the Building as such the area as mentioned in the strata title upon its issuance will not reflect the area of the Plot but the built up area of the Building as constructed by the Purchaser. However the Vendor shall undertake to ensure that the balance area of the land in the Plot after deducting the area for the footprint of the Building shall be incorporated into strata title as accessory parcel so as to ensure that the Purchaser shall obtain the legal interest over a land area as agreed in this Agreement as the area for the Plot.
19.7 The area of the Accessory Parcel shall be as determined by the Vendor’s qualifies Surveyor and such area as determined by the surveyor shall be final and conclusive and binding on the parties hereto.
19.8 Notwithstanding the fact that the Layout Plan has been approved by the Appropriate Authorities the Vendor shall be entitled to effect changes to the Layout Plan at its absolute discretion from time to time and at any time or time as the Vendor may think fit. Such alteration shall not annul this Agreement or be the subject of any claim for damages or compensation by or against any party to this Agreement except where the alteration to such Layout Plan results in a change in the land area of the Plot in which case the consideration herein. However such adjustment only be adjustable if the total area of the Plot as shown in the strata title is different from the stated herein and such discrepancy exceeds five per centum (5%) of the total area stated herein. The rate of adjustment is as mentioned in Section 5 of the First Schedule herein.
19.9 Any payment resulting from such adjustment and required to be paid by the party concerned shall be so paid within thirty (30) days of the issue of the separate strata title to the Building.
19.10 As soon as a book of the strata register is opened in respect of the subdivided properties the Purchaser hereby agrees with all such other purchasers to the formation of a Management Corporation and until such time the Vendor shall manage the properties and Common Property.
19.11 The Purchaser hereby agrees to pay the agreed sum tentatively fixed at Ringgit Malaysia[Amount in words] [Insert Amount] (subject to review and adjustment from time to time) as the Maintenance and Service Charges commencing from the succeeding month after the issuance of the strata title.
19.12 The Purchaser shall pay three (3) months deposit and three (3) month in advance for such agreed sum in respect of the Maintenance and Service Charges upon the delivery of vacant possession of the said Property by the Contractor and other payment thereafter shall be payable monthly in advance.
19.13 Upon handing over vacant possession of the said Property by the Contractor the Purchaser shall pay a contribution to a sinking fund amounting to Ringgit Malaysia [Amount in words] [Insert Amount](hereinafter called “the sinking fund”) to the Vendor in respect of the following matters : –
(i) the painting or repainting of any part of the common property;
(ii) the acquisition of any movable property for the use in relation with the common property;
(iii) the renewal or replacement of any fixture of fitting comprised in the common property; and
(iv) maintenance of internal service roads, drain sewer, internal street lights, reservoir pump, generator and other utilizes.
AND The Vendor or Management Corporation as the case may be reserve the right to collect any additional amount of sinking fund as the Vendor or Management may deem expedient or necessary.
Clause 20
FORCE MAJEURE
20.1 Notwithstanding any provision to the contrary contained herein the Vendor shall not be liable for any loss or damage to the Purchaser for any failure by the Vendor to fulfill any of its obligations hereunder if such performance by the Vendor is delayed hindered or prevented by events of force majeure including but not limited to acts of God, strikes, lockouts, riots, civil commotion, general chaos, inclement weather, loss or damage by fire, flood or tempest, landslides or slips, shortage of material or labour, amendments to the existing bye-laws, regulations ordinances or statutes or any other circumstances, of whatsoever nature beyond the control of the Vendor.
Clause 21
TIME OF THE ESSENCE OF THIS CONTRACT
21.1 Time shall be of the essence in relation to all the provisions of this Agreement and particularly those which relate to the payment of any instalment of the Purchase Price or any part thereof and the payment of all monies due by the Purchaser to the Vendor under this Agreement.
21.2 Where any moneys are required to be paid by the Purchaser hereunder such payment shall be made within fourteen (14) days from the Vendor’s notice requesting for payment unless specifically expressed to the contrary herein.
Clause 22
WAIVER
22.1 Any forbearance knowledge or acquiescence by the Vendor of or in any breach by the Purchaser of any of the terms and conditions contained herein shall not operate as or be deemed to be a waiver of such terms and conditions or any of them. Notwithstanding such forbearance knowledge or acquiescence the Vendor shall be entitled to exercise its rights under this Agreement and to require strict performance by the Purchaser of the terms and conditions herein.
Clause 23
SEVERABILITY
23.1 If any of the provisions of this Agreement shall become illegal invalid or unenforceable and PROVIDED THAT such illegal invalid or unenforceable provision shall not nullify the underlying intent of the parties hereto such provision shall be severed from the other provisions of this Agreement and shall not affect the validity or enforceability of the other provisions of this Agreement which shall remain in full force and effect.
Clause 24
NOTICE
24.1 All notices demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by prepaid registered post addressed to the intended recipient thereof at its address (or to such other address as either party may from time to time notify the other). Any such notice demand or communication will be deemed to have been duly served immediately if dispatched on a Business Day or on the next succeeding Business Day; if not dispatched on a Business Day or if given or made by letter within Malaysia; three (3) days after posting (if given or made by letter outside Malaysia seven (7) days after posting). For the purpose of this Clause, “Business Day” means a week day (other than a public holiday in the State of Penang) between the hours of 9.00 a.m. to 5.00 p.m.
24.2 Any change of address by either party shall be communicated to the other by way of written notice.
Clause 25
ENTIRE AGREEMENT
25.1 This Agreement comprises the entire agreement between the parties hereto with respect to the subject matter hereof and supercede any previous agreement negotiations and commitments with respect to such subject matter. In the event of any inconsistencies or discrepancies between the terms of the Agreement and the Vendor’s sale brochures advertisements and other documents printed or otherwise, the terms of this Agreement shall prevail.
Clause 26
COSTS
26.1 The legal fees, stamp duties and registration fees pertaining to this Agreement and the subsequent transfer of the said Plot referred to in Clause 17 hereof shall be borne and paid by the Purchaser. Whenever the Vendor shall be required to engage the services of solicitors to enforce its rights herein (whether or not legal proceedings are commenced) the Purchaser shall be liable to pay the Vendor’s solicitors’ costs on a solicitor-and client basis (on a full indemnity basis) and all other expenses incurred thereby.
Clause 27
SUCCESSORS-IN-TITLE
27.1 This Agreement shall be binding on the successors-in-title and assigns of the Vendor and the heirs, personal representatives and permitted assigns or successors-in-title of the Purchaser.
Clause 28
SCHEDULES
28.1 The First, Second and Third Schedules hereto shall form part of this Agreement and shall be taken read and construed as an essential part of this Agreement.
Clause 29
SURVIVAL OF LIABILITY
29.1 Notwithstanding the completion of the sale and purchase of the said Plot, the covenants and agreement herein which are intended by their nature to survive the completion shall continue in force following such completion for howsoever long as may be required to give effect thereto.
Clause 30
GOVERNING LAW
30.1 This Agreement shall be governed by the laws of Malaysia and its validity construction and performance shall be interpreted in accordance with the laws of Malaysia. The courts in Malaysia shall have exclusive jurisdiction relating to all matters affecting or arising out of this Agreement and the parties hereto subject to the jurisdiction of the courts of Malaysia for these purposes and for the determination of all actions and proceeding arising out of this Agreement.
Clause 31
CHANGES OF LAW
31.1 If as a result of the introduction of any new laws, bye-laws, rules or regulations or the amendment to the existing laws, bye-laws, rules or regulations, the Vendor shall become liable to pay any new fees or charges or impositions (save and except any increase in the cost of construction of the basic infrastructure) the payment of which shall be a condition precedent to the completion of the development of the said Land or any part or parts thereof and the due performances and observance by the Vendor of its obligations and liabilities hereunder, the Purchaser shall pay to the Vendor a proportionate part of the new or additional fees, charges or impositions calculated on the basis of the ratio which the area of the said Plot bears to the total area of the said Land.
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