AN AGREEMENT made the day and year set out in Section 1 of the First Schedule hereto Between the party whose name and description are set out in Section 2 of the First Schedule hereto (hereinafter called “the Vendor”) of the one part and the party whose name and description are set out in Section 3 of the First Schedule hereto (hereinafter called “the Purchaser”) of the other part.
WHEREAS: –
1. The Vendor is the registered proprietor of all that piece of land and hereditament together with the building erected thereon more particularly described in the Section 4 of the First Schedule hereto (which land and building are hereinafter collectively referred to as “the Property”).
2. The Vendor declares that as at the date of this Agreement, the Property is presently subject to the charge or encumbrance described in Section 5 of the First Schedule hereto.
3. The Vendor has agreed to sell and the Purchaser has agreed to purchase the Property for the consideration and upon the terms and conditions hereinafter appearing.
NOW THIS AGREEMENT WITNESETH as follows: –
1. AGREEMENT TO SELL AND PURCHASE
In consideration of the sum specified in Section 6(i) of the First Schedule hereto which has been paid to the Vendor as earnest money and part payment towards the purchase price and in further consideration of the sum specified in Section 6(ii) of the First Schedule hereto now paid by the Purchaser to the Vendor as part deposit and part payment towards the purchase price (the receipt whereof the Vendor hereby acknowledges)(which the earnest money and the part deposit are hereinafter collectively referred to as “the Deposit”), the Vendor hereby agrees to sell and the Purchaser hereby agrees to purchase the Property free from all encumbrances but otherwise subject to all conditions and restrictions whether expressed or implied contained in the document of title to the Property at the total purchase price specified in Section 7 of the First Schedule hereto upon the terms and subject to the conditions hereinafter appearing.
2. MANNER OF PAYMENT
(a) The balance purchase price of the sum specified in Section 8 of the First Schedule hereto (hereinafter referred to as “the balance purchase price”) shall be paid in full by the Purchaser to the Vendor on or before the time and in the manner specified in Section 9 of the First Schedule hereto.
(b) The date on which the balance purchase price together with interest on late payment (if any) is paid at the time and in the manner specified in Section 9 of the First Schedule hereto shall hereinafter be referred to as “the Completion Date”.
(c) The balance purchase price shall first be applied towards payment of the redemption moneys due or owing by the Vendor in respect of any charge or encumbrance over the Property. Before payment over to the Vendor such redemption moneys may at the discretion of the Purchaser be paid directly to the chargee or body or person concerned with such encumbrance. Provided that if the balance purchase price is insufficient to secure a full discharge of such charge or encumbrance the Vendor shall furnish forthwith such additional sum as is necessary to secure the full discharge of such charge or encumbrance.
3. CONDITIONS OF SALE
The sale and purchase of the Property shall be subject to the following conditions: –
(a) The Vendor deducing a good and registrable title to the Property;
(b) The Property shall be free from all encumbrances whatsoever;
(c) The Property is sold on a “as is where is a basis”;
(d) The issue document of title of the Property shall be produced and delivered to the Purchaser or the Purchaser’s solicitors upon redemption from the chargee; and
(e) Any defect in the title to the Property shall be rectified and perfected by the Vendor at his own cost and expense;
The special conditions, if any, set out in the Fourth Schedule hereto shall prevail if there is any conflict, discrepancy or variance between the special conditions as set out in the Fourth Schedule hereto and any other term or condition of this Agreement.
4. PURCHASER’S DEFAULT
If the Purchaser shall fail to pay the balance purchase price or any part thereof pursuant to Clause 2 above or if the Purchaser shall neglect or fail to perform any of the terms conditions and stipulations on the Purchaser’s part to be performed under this Agreement, the amount stipulated in Section 10 of the First Schedule paid by the Purchaser under Clause 1 above shall be forfeited absolutely to the Vendor as agreed liquidated damages and the Vendor shall thereupon refund to the Purchaser all other sum or sums paid by the Purchaser towards account of the purchase price of the Property free of interest in exchange for the return of any documents belonging to the Vendor (including but not limited to the Memorandum of Transfer) with the Vendor’s interest intact and the withdrawal of any private caveat lodged by the Purchaser. Upon such refund being made this Agreement shall come to an end and become null and void and of no further effect and neither party shall have any claim whatsoever against the other under or in respect of this Agreement and the Vendor shall have the right to resell the Property to such person in such manner at such price and on such terms as the Vendor may think fit and the Purchaser shall have no right to any part of the purchase money thereby arising.
5. VENDOR’S DEFAULT / SPECIFIC PERFORMANCE
The Purchaser shall on performing all the terms and conditions and stipulations herein contained on the Purchaser’s part to be performed be entitled either to the remedy at law for specific performance against the Vendor and to all relief flowing therefrom or to terminate this Agreement and claim damages and all costs and expenses incurred in exercising such right shall be borne and paid by the Vendor.
6. MEMORANDUM OF TRANSFER
(a) The Vendor shall execute a valid and registrable Transfer of the Property in favour of the Purchaser at the time in the manner and upon the terms and conditions stipulated in the Second Schedule.
(b) The parties hereby expressly confirm that notwithstanding the execution of the Memorandum of Transfer and the acknowledgement of receipt of the consideration stated therein, it shall not be construed as payment in full of the purchase price and the Property shall not be deemed to be transferred to the Purchaser by the Vendor until the full purchase price together with interest on late payment (if any) and all other payment due and payable by the Purchaser to the Vendor pursuant to this Agreement has been paid by the Purchaser to the Vendor.
7. GOVERNMENT AND LOCAL BODY REQUIREMENTS
(a) The Property is open to inspection and the Purchaser shall be deemed to have had notice of all notices reservations road widening schemes and requirements of the Government and the local authority and all such notices reservations schemes and requirements shall be complied with by and at the expense of the Purchaser.
(b) The Property is likewise sold subject to road deviation or widening drainage or improvements or other schemes or matters affecting the Property and the Purchaser shall be deemed to have had full knowledge of the nature and effect thereof and shall make no objection or requisition in respect thereof.
8. REAL PROPERTY GAINS TAX
(a) The Vendor shall pay all tax payable under the Real Property Gains Tax Act, 1976 in respect of the sale of the Property to the Purchaser.
(b) The Vendor and the Purchaser hereby expressly agree covenant and undertake with each other that they shall within the prescribed period as stated in the Real Property Gains Tax Act, 1976 submit to the Inland Revenue Department the notification forms prescribed under the Real Property Gains Tax Act 1976 in respect of the sale and purchase of the Property hereunder and furnish all such information, particulars and documents as may be required in connection therewith. The Vendor shall provide evidence of such submission to the Purchaser as soon as possible.
(c) It is hereby agreed between the parties hereto that the balance purchase price shall not be released to the Vendor until the Vendor has furnished evidence of submission of the requisite notification form. In the event of any penalty being incurred for late stamping due to the default on the part of the Vendor to do the same the Vendor shall be liable for all such penalty.
(d) The Vendor and the Purchaser hereby agree that the Vendor’s solicitors (or the Purchaser’s solicitor if the Vendor is unrepresented) retain a sum of money out of the balance purchase price as stated in Section 11 of the First Schedule (hereinafter referred to as “the Retention Sum”) for the payment of such tax and upon it being determined that the sale of the Property is liable to tax the Retention Sum shall be utilised by the solicitors to pay such tax. If no tax is payable the Retention Sum shall be refunded to the Vendor forthwith. The Vendor further agrees and covenants that if the Retention Sum is not sufficient to pay the tax the Vendor undertakes to pay such additional sum or sums to the relevant authorities.
(e) The Vendor shall at all times indemnify and keep the Purchaser indemnified against all liability, losses, damages, costs and expenses by reason of or in connection with any late or non payment of the tax payable by the Vendor under the Real Property Gains Tax Act 1976 or non submission of the forms in respect of the sale of the Property to the Purchaser.
9. COMPULSORY ACQUISITION
(a) The Vendor hereby declares that as at the date hereof the Property is not subject to acquisition under the Land Acquisition Act, 1960 or any other legislation.
(b) If the Property or any part thereof shall be or become affected by any notice of acquisition under the Land Acquisition Act, 1960 or any other legislation on or before the Completion Date the Vendor shall give notice thereof to the Purchaser within seven (7) days of receipt thereof. The Purchaser shall be entitled to determine this Agreement if he does not intend to proceed with the purchase of the Property.
(c) The Purchaser shall as soon as possible but in any event not later than fourteen (14) days after receipt of the notice notify the Vendor of his decision in writing.
(d) If the Purchaser intends to proceed with the purchase, the Vendor shall give notice to the acquisition authority of the Purchaser’s interest in the Property and all compensation payable in respect of such acquisition shall belong to the Purchaser but only upon completion of the sale and purchase of the Property and after the Vendor has received the full purchase price under this Agreement.
(e) If the Purchaser decides not to proceed with the purchase, all monies paid hereunder shall be refunded forthwith to the Purchaser free of interest and the Purchaser shall simultaneously return all documents including the unpresented Memorandum of Transfer and the original issued document of title belonging to the Vendor whereupon this Agreement shall determine and neither party shall have any further claim against the other.
(f) For the avoidance of doubt, it is expressly agreed that in the event of any acquisition under the Land Acquisition Act, 1960 or any other legislation after the Completion Date, this Agreement shall not be terminated and the Purchaser shall continue to be bound by this Agreement.
10. REPRESENTATIONS AND WARRANTIES
The Vendor hereby represents and warrants to the Purchaser that: –
(a) The Vendor is the registered proprietor of the Property;
(b) The Vendor has the power and capacity to execute this Agreement and to perform the terms herein;
(c) That no petition for bankruptcy has been presented against the Vendor nor receiving or adjudication order in bankruptcy has been made in respect of the Vendor;
(d) The execution and performance of this Agreement will not violate the provisions of any law;
(e) The Vendor has not at any time prior to the date hereof entered into any agreements or arrangements for the sale of the Property to any person nor granted any option or right of first refusal in favour of any person in respect of the Property;
(f) There is no litigation, arbitration or administrative proceedings presently current or pending or threatened against the Vendor which might affect the Vendor’s ability to perform this Agreement or frustrate the completion of the transaction hereunder.
The Vendor acknowledges that the Purchaser has entered into this Agreement on the basis of and in full reliance of the aforesaid representations and warranties.
11. DELIVERY OF VACANT POSSESSION
The Vendor shall deliver vacant possession of the Property to the Purchaser at the time and in the manner provided in the Third Schedule hereto.
12. CAVEAT
Upon execution of this Agreement, the Purchaser is entitled at his own cost and expense to lodge a private caveat against the Property PROVIDED THAT the Purchaser shall at the same time execute in escrow the Notice of Withdrawal of Private Caveat in the form prescribed by the National Land Code which Notice shall be deposited with his solicitors together with the requisite registration fee for safe-keeping. In the event the Purchaser fails to pay the balance purchase price in accordance with Clause 2 above or this Agreement shall become null and void in accordance with the provisions of Clause 4 herein then his solicitors are hereby irrevocably instructed and authorised to forthwith present such Notice at the relevant Land Office/Registry to effect the withdrawal of the private caveat at the cost and expense of the Purchaser.
13. RESTRAINTS IN DEALING
During the continuance of this Agreement the Vendor shall not sell assign dispose of or otherwise deal with the Property or create any fresh charge encumbrance letting or lease over the Property.
14. ERROR OR MISDESCRIPTION
The Property is believed to be correctly described and no error or misdescription or omission shall annul the sale and purchase of the Property between the Vendor and the Purchaser or be the subject of compensation by either party.
15. INSPECTION
The Purchaser shall be deemed to have inspected the Property and to have notice of the actual state and condition of the Property and the Property is sold in the existing state and condition in which they are fair wear and tear excepted as on the date of execution of this Agreement.
16. DAMAGE TO THE PROPERTY
(a) Notwithstanding anything contained in this Agreement or any risk of law of equity to the contrary, the Property shall be at the sole risk of the Vendor as regards to all loss or damage by fire or other causes until the date of delivery of vacant possession of the Property to the Purchaser.
(b) In the event that the Property or any part thereof shall at any time before the date of delivery of vacant possession of the Property to the Purchaser be damaged or destroyed by fire or any other causes, the Purchaser shall be entitled to terminate this Agreement by giving notice in writing to that effect to the Vendor and upon such termination, the Vendor shall refund to the Purchaser within ten (10) days from the date of the notice of termination, the sum paid by the Purchaser under Clause 1 hereof and all other moneys paid by the Purchaser to the Vendor hereunder in exchange for the return of any documents belonging to the Vendor (including but not limited to the Memorandum of Transfer) with the Vendor’s interest intact and the withdrawal of any private caveat lodged by the Purchase rand upon such refund, this Agreement shall thereafter become null and void.
17. RENTS AND PROFITS
As from the Completion Date the Purchaser shall be entitled to the rents and profits of the Property.
18. PAYMENT OF OUTGOING
(a) All quit rent, rates, assessments and other outgoing (if any) in respect of the Property shall be apportioned between the parties hereto as at the date of delivery of vacant possession by the Vendor to the Purchaser and any sum or sums due by virtue of such apportionment shall be paid or allowed as the case may be PROVIDED ALWAYS that the Vendor shall indemnify the Purchaser in respect of any loss or penalty imposed by reason of any late payment of outgoing for any period prior to the date of delivery of vacant possession by the Vendor to the Purchaser.
(b) The Vendor shall produce the receipts for Pihak Berkuasa Air, Tenaga Nasional Berhad, quit rent, assessment, Indah Water Konsordium bills to the Purchaser at the Completion Date or the date of delivery of vacant possession.
19. APPOINTMENT OF SOLICITORS
(a) The parties hereto hereby respectively appoint the firm of solicitors more particularly described in Section 12 of the First Schedule to act on their behalf in respect of this Agreement as well as in the transfer of the Property from the Vendor to the Purchaser.
(b) In the event the Vendor elects not to be represented by any solicitors in the sale of the Property, any reference to the Vendor’s solicitors herein shall be deemed to refer to the Purchaser’s solicitors.
20. COMPLETION OF SALE
(a) Completion of the sale and purchase shall take place at the office of the Vendor’s solicitors (or at the office of the Purchaser’s solicitors if the Vendor is unrepresented) on the Completion Date.
(b) Completion of the sale and purchase shall means upon receipt by the Vendor’s solicitors (or Purchaser’s solicitors if the Vendor is unrepresented) of the full purchase price, the interest on late payment (if any) and all other monies payable by the Purchaser to the Vendor under this Agreement.
21. TIME
Time whenever mentioned shall be of the essence of this Agreement.
22. COSTS
Each party shall bear their own solicitors’ costs and expenses of and incidental to the preparation and execution of this Agreement and the Transfer of the Property but all stamp duty and registration fees thereon shall be paid by the Purchaser. The Purchaser further agrees to pay as and when required any additional or excess stamp duty and or penalty that may be imposed by the Collector of Stamp Duties or such other competent authority in respect of this Agreement and or the Transfer of the Property.
23. NOTICE
Any notice to be given under this Agreement shall be in writing and shall be deemed to be sufficiently served: –
(a) if it sent by prepaid registered post addressed to the other party at the address hereinbefore mentioned or to his solicitors and in such a case it shall be deemed (whether it is actually delivered or not) to have been received at the time when such registered letter would in the ordinary course be delivered; or
(b) if it is despatched by hand to the solicitors of the other party.
24. LAST DAY FOR COMPLETION
When the last day for doing any act or thing or taking step hereunder would but for this provision is a Sunday or a holiday such last day shall instead be the following working day.
25. SEVERANCE
Any term, condition, stipulation, provision, covenant or undertaking in this Agreement which is illegal, void, prohibited or unenforceable shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceability without invalidating or rendering illegal, void or unenforceable the remaining terms, conditions, stipulations, provisions, covenants or undertakings herein contained.
26. SCHEDULES
The First, Second, Third and Fourth Schedules hereto shall be taken read and construed as an essential parts of this Agreement and the special conditions, if any, set out in the Fourth Schedule hereto shall prevail if there is any conflict, discrepancy or variance between the special conditions as set out in the Fourth Schedule hereto and any other terms or conditions of this Agreement.
27. KNOWLEDGE OR ACQUIESCENCE
Knowledge or acquiescence by either party hereto of or any breach of any of the conditions or covenants herein contained shall not operate as or be deemed to be waiver of such conditions or covenants or any of them and notwithstanding such knowledge or acquiescence each party hereto shall be entitled to exercise their respective rights under this Agreement and to require strict performance by the other of the terms and conditions herein.
28. SUCCESSORS BOUND
This Agreement shall bind the personal representatives heirs successors-in-title and assigns of the Vendor and Purchaser respectively.
29. INTERPRETATION
(a) In this Agreement where the context so admits the term “the Vendor” or “the Purchaser” shall include their respective heirs successors personal representative and permitted assigns and when there are two or more persons included in the term “the Vendor” or “the Purchaser” their liabilities under this Agreement shall be joint and several.
(b) Words importing the masculine gender shall be deemed and taken to include the feminine and neuter genders and the singular to include the plural and vice versa.
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THE FIRST SCHEDULE
(Which is to be taken read and construed as an essential part of this Agreement).
Section Item Particulars
1. The day and year of this Agreement
2. Name and Description of the Vendor
[Name of Vendor]
(NRIC No. )
of [Address]
3. Name and Description of the Purchaser [Name of Purchaser]
(NRIC No. )
[Name of Purchaser]
(NRIC No. )
both of [Address]
4. Description of the Property
5. Description of the charge or encumbrance Southern Bank Berhad (now known as CIMB Bank Berhad).
6(i). The amount of earnest money Ringgit Malaysia [Insert Amount].
6(ii).
The amount of part deposit of this Agreement
Ringgit Malaysia [Insert Amount].
THE FIRST SCHEDULE continues…
7.
The purchase price of the Property
Ringgit Malaysia [Insert Amount]
8. The amount of balance purchase price Ringgit Malaysia [Insert Amount]
9. Time and manner of payment of the balance purchase price
Ringgit Malaysia [Insert Amount] shall be paid by the Purchaser to the Vendor’s Solicitors (or the Purchaser’s solicitors if the Vendor is unrepresented) within three (3) months from the date of this Agreement hereof failing which the Vendor shall grant an extension of one (1) month subject to interest at the rate of Ten per centum (10%) per annum until the date of full settlement.
10. The amount of forfeitable deposit Ringgit Malaysia [Insert Amount]
11. The Retention Sum Nil. (As the Vendor has acquired the Property for more than 5 years)
12. The Vendor’s solicitors [Vendors Solicitors Name]
Advocates & Solicitors
[Address]
The Purchaser’s solicitors [Purchaser’s Solicitors Name]
Advocates & Solicitors
[Address]
THE SECOND SCHEDULE (Which is to be taken read and construed as an essential part of this Agreement)
Cash
1. The Purchaser hereby gives notice to the Vendor that he intends to pay the balance purchase price by cash.
2. The Vendor shall upon execution hereof, execute a valid and registrable Transfer of the Property in favour of the Purchaser and deliver the same to the Purchaser’s solicitors as stakeholders who are hereby authorised to forward such Transfer to the relevant authority for the purpose of stamp duty adjudication only.
3. Upon payment of the balance purchase price on or before the time period stipulated in Section 9 of the First Schedule hereof the Vendor shall deliver or cause to be delivered to the Purchaser’s solicitors the issue document of title to the Property and all other documents as may be necessary to effect the registration of the Transfer PROVIDED ALWAYS THAT the Purchaser’s have paid to the Vendor or the Vendor’s solicitors the full purchase price pursuant to Section 8 of the First Schedule hereof.
Loan
1. The Purchaser hereby gives notice to the Vendor that he intends to obtain a loan from a bank or financial institution (hereinafter referred to as “the Financier”) to finance the payment of the balance purchase price.
2. The Vendor shall upon execution hereof, execute a valid and registrable Transfer of the Property in favour of the Purchaser and deliver the same to the Purchaser’s solicitors as stakeholders who are hereby authorised to forward such Transfer to the relevant authority for the purpose of stamp duty adjudication only.
3. The Purchaser shall cause the Financier to release such portion of the loan as may be necessary to secure the discharge of charge and the Vendor shall, within fourteen (14) days after the Purchaser or the Financier has released the redemption sum to the existing financier, deliver or cause to be delivered to the Purchaser’s solicitors/financier solicitors the issue document of title and all other documents as may be necessary to effect the registration of the Transfer in favour of the Purchaser failing which the time period as stipulated in Section 9 of the First Schedule hereof shall be extended (only in respect of those period in excess of the fourteen (14) days) in accordance with the number of days delayed without interest PROVIDED ALWAYS that the Purchaser shall have paid to the Vendor’s solicitors (or Purchaser’s solicitors if the Vendor is unrepresented) an amount equivalent to the difference between the balance purchase price and the loan amount. Upon presentation of the Transfer for registration, the Purchaser shall cause the balance loan to be remitted to the Vendor or his solicitors which shall be on or before the time as stipulated in Section 9 of the First Schedule herein.
4. Subject to the Purchaser procuring the Purchaser’s Financier to issued a letter of undertaking in favour of the Vendor to release the loan at the time and in the manner contained in this Agreement, proviso herein, in order to enable the Purchaser’s Financier to release the Purchaser’s loan, the Vendor hereby agrees, upon the request by the Purchaser or the Purchaser’s Financier Solicitors to forthwith issue and forward a written undertaking to refund without interest or compensation the loan amount released by the Purchaser’s Financier to the Vendor in the event the transfer in favour of the Purchaser cannot be registered at the relevant land registry for any reason attributable to the Vendor thereby resulting in the Charge in favour of the Purchaser’s Financier cannot be registered (the Vendor’s Undertaking) within fourteen (14) days from the date of the said request, failing which any days in excess of fourteen (14) days shall not be taken into account in computing the period for the Completion Date.
THE THIRD SCHEDULE (Which is to be taken read and construed as an essential part of this Agreement)
The Vendor shall deliver vacant possession to the Purchaser within three (3) working days from the Completion Date.
THE FOURTH SCHEDULE (Which is to be taken read and construed as an essential part of this Agreement)
NIL
IN WITNESS WHEREOF the Vendor and the Purchaser have set their hands the day and year set out in Section 1 of the First Schedule of this Agreement.
The Vendor
Signed by )
[Name of Vendor] )
in the presence of: ) —————————————–
Name
The Purchaser
Signed by )
[Name of Purchaser] )
and [Name of Purchaser] )
in the presence of: )
——————————————-
Name
——————————————-
Name
