Updated 25th March 2007
This is for Purchaser to take possession upon signing of SPA – property with title – in the event the sale is aborted, the Vendor will only refund 10% less rental to be payable per month for the period already occupied by the Purchaser.
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. By a Sale and Purchase Agreement and Supplemental Agreement both dated the [Insert Date] (hereinafter referred to as “the Principal Sale Agreement”) made between [Company Name]. (Company No. :), a company incorporated in Malaysia with its registered office at [Office Address] (hereinafter called “the Developer”) of the one part and the Vendor of the other part, the Developer sold and the Vendor purchased all that parcel of residential premises more particularly described in the Section 4(i) of the First Schedule hereto (which land and building are hereinafter collectively referred to as “the Property”) upon the terms and conditions stated therein.
2. The Vendor has paid the full purchase price for the Property to the Developer.
3. The Strata Title to the Property has been issued at the date hereof and is more particularly described in the Section 4(ii) of the First Schedule hereto.
4. 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.
5. There is an existing private caveat lodged by Citibank Berhad on 25th August 2004 vide Presn. No.576/2004 (hereinafter referred to as “the said Private Caveat”). The Vendor hereby undertake to withdraw the said Private Caveat OR procure the Notice of Withdrawal of Private Caveat duly executed by Citibank Berhad and the same is to be deposited with the Vendor’s Solicitors forthwith on or before the Completion Date.
6. The Vendor as the beneficial owner of the Property has agreed to sell and the Purchaser has agreed to purchase the Property together with the Furnitures, Fixtures and Fittings as per Appendix “A” hereto (hereinafter referred to as “the Fixtures and Fittings”) for the consideration and upon the terms and conditions hereinafter appearing.
NOW THIS AGREEMENT WITNESSETH as follows: –
1. AGREEMENT TO SELL AND PURCHASE
In consideration of the sum specified in Section 6 of the First Schedule hereto now paid by the Purchaser to the Vendor’s Solicitors as stakeholder pending the State Authority’s consent approving the sale from the Vendor to the Purchaser as deposit and part payment towards the purchase price (the receipt whereof the Vendor hereby acknowledges), the Vendor hereby agrees to sell and the Purchaser hereby agrees to purchase the Property together with the Fixtures and Fittings free from all encumbrances, charges, caveats and other legal impediments whatsoever but otherwise subject to all conditions and restrictions whether expressed or implied contained in the document of title to the Property together with the Fixtures and Fittings wherever appearing throughout the Agreement 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 is paid shall hereinafter be referred to as “the Completion Date”.
3. CONDITIONS OF SALE
The sale and purchase of the Property together with the Fixtures and Fittings shall be subject to the following conditions:-
(a) The Vendor giving a good, registrable and marketable title to the Property together with the Fixtures and Fittings;
(b) The Property shall be free from all encumbrances, charges, caveats and other legal impediments whatsoever and with vacant possession;
(c) The original strata title of the Property shall be produced and delivered to the Purchaser or the Purchaser’s solicitors;
(d) Latest assessment, quit rent, service charge, Indah Water, Water and Electricity receipts to be delivered to the Purchaser’s Solicitors upon execution hereof.
(e) The Property together with the Fixtures and Fittings is sold “as is where is the basis” as to the physical condition only and as provided under the terms hereof;
(f) The Purchaser obtaining the State Authority’s consent approving the sale from the Vendor to the Purchaser under Section 433B of the National Land Code, 1965 as the Purchaser is a foreigner; and
(g) 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
Provided that the Vendor is able to deliver a good valid registrable and marketable title which is free from all charges, caveats and legal impediments whatsoever. If the Purchaser shall fail to pay the balance purchase price or any part thereof pursuant to Clause 2 above, 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. 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 (save the return of any documents belonging to the Vendor and the withdrawal of any private caveat lodged by the Purchaser) 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 the Vendor shall forthwith upon receipt of the termination notice refund all the monies paid herein by the Purchaser together with a sum of [Insert Amount] equivalent to 10% of the purchase price as agreed liquidated 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 procure and/or authorise the Proprietor/Developer to execute a valid and registrable Transfer of the Property in favour of the Purchaser or his nominee or nominees at the time in the manner and upon the terms and conditions stipulated in the Second Schedule of the Vendor’s sole cost and expense.
(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 has been paid by the Purchaser to the Vendor.
7. GOVERNMENT AND LOCAL BODY REQUIREMENTS
The Property is open to inspection and the Vendor warrants as at todate, he has not received any notices, reservations, road widening schemes and requirements of the Government and the Local Authority pertaining to the Property. On reliance of such warranty, the Purchaser shall be held 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.
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 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 and 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. NON-PROCUREMENT OF THE STATE AUTHORITY’S CONSENT
(a) As the Purchaser is a non-citizen of Malaysia, the Purchaser shall within fourteen (14) days from the date of this Agreement apply to the State Authority for the consent to purchase the Property from the Vendor pursuant to Section 433B of the National Land Code 1965.
(b) The Vendor shall execute and furnish all relevant documents required by the Purchaser within fourteen (14) days of written request for facilitating the Purchaser’s application for the State Authority’s consent.
(c) In the event that the State Authority’s consent cannot be obtained for any reasons whatsoever by the Purchaser within three (3) months from the date of this Agreement or such further extension period as may be required by the Purchaser, the Vendor shall upon the Purchaser’s request cause the Vendor’s Solicitors to refund the 10% deposit of the Purchase Price and all monies paid herein to the Purchaser free of interest. Upon such refund, this Agreement shall be deemed terminated and neither party hereto shall have any claim against the other under and in respect of this Agreement (save the return of any documents belonging to the Vendor, the withdrawal of Private Caveat lodged by the Purchaser, if any and the redelivery of vacant possession of the Property if the same has been delivered to the Purchaser) subject to the deduction of the rental calculated on a day to day basis on the monthly rental of [Insert Amount](to be prorated) from the date of delivery of vacant possession of the Property until the actual date of redelivery of vacant possession of the Property by the Purchaser to the Vendor.
11. EXTENSION OF TIME DUE TO DELAY BY THE VENDOR OR THE VENDOR’S SOLICITORS
For the purpose of computing the Completion Date for payment of the Balance Purchase Price, the Purchaser shall be entitled to such extension of time, which corresponds with any delay in time on the part of the Vendor and/or his/her/their solicitors in delivering any documents or discharging any of the Vendor’s obligations. Further in particular and for the avoidance of doubts, the Vendor agrees that where the Vendor takes more than fourteen (14) days to deliver the undertaking in favour of the Purchaser’s Financier and/or the relevant documents from the date of such request thereof provided that the Purchaser shall have first deposited the differential sum (if any) between the Balance Purchase Price and the Loan Sum with the Vendor’s solicitors, then in such event, the Completion Date shall accordingly be extended without interest by the period commencing from the day immediately after the expiry of the said fourteen (14) days up to the date the Purchaser’s solicitors or as the case may be, the Purchaser’s Financier or its Solicitors are in respect of the aforesaid documents incumbent upon the Vendor to release wherein the Purchaser shall not be liable or accountable to the Vendor for any late payment interest during such extension period.
12. REFUND BY THE VENDOR
In the event the Vendor is required to make any refund to the Purchaser of any monies due herein under the terms of this Agreement, upon the expiry of the period provided for such refund of the monies due herein, interest at the rate of six per centum (6%) per annum calculated on daily rest shall be levied on the Vendor until the date the actual refund is received by the Purchaser.
13. REPRESENTATIONS AND WARRANTIES
The Vendor hereby represents and warrants to the Purchaser that: –
(a) The Vendor is the beneficial owner of the Property together with the Fixtures and Fittings;
(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.
14. DELIVERY OF VACANT POSSESSION
The Vendor shall deliver vacant possession of the Property together with the Fixtures and Fittings to the Purchaser at the time and in the manner provided in the Third Schedule hereto.
15. 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 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 7 herein then his solicitors are hereby 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.
16. 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 or otherwise part with the possession of the Property.
17. 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.
18. INSPECTION
The Purchaser shall be deemed to have inspected the Property together with the Fixtures and Fittings and to have notice of the actual state and condition of the Property together with the Fixtures and Fittings and the Property together with the Fixtures and Fittings is sold in the existing state and condition in which they are as on the date of execution of this Agreement.
19. DAMAGE TO THE PROPERTY
(a) Notwithstanding anything contained in this Agreement or any risk of law or 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 and upon such refund, this Agreement shall thereafter become null and void.
20. RENTS AND PROFITS
As from the Completion Date the Purchaser shall be entitled to the rents and profits of the Property.
21. PAYMENT OF OUTGOINGS
(a) All quit rent, assessments and service charge 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 Purchaser shall upon completion of the sale herein reimburse the Vendor the service or maintenance deposit and sinking-fund or common fund or management fund or such other funds by whatever named called, which the Vendor had already paid to the Developer or Management Corporation subject to the production of the original Official Receipt or certified receipts (by Developer) by the Vendor and subject further that the Developer or Management Corporation has confirmed in writing that the said sinking-fund or common fund or management fund or such other funds by whatever named called remain intact and have not been utilised yet or if part of the funds have been utilised the remaining balance thereof.
22. 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.
23. 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 solicitor (or Purchaser’s solicitor if the Vendor is unrepresented) of the full purchase price.
24. TIME
Time whenever mentioned shall be of the essence of this Agreement.
25. 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.
26. 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.
27. 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.
28. 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.
29. FORCE MAJEURE
The parties shall be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or any of them renders the performance of this Agreement impossible where upon this Agreement shall terminate and all monies paid hereunder shall be refunded forthwith to the Purchaser free of interest and the Purchaser shall simultaneously return all documents inclusive the unpresented Memorandum of Transfer and the original strata title belonging to the Vendor whereupon this Agreement shall determine and neither party shall have any further claim against the other provided that this clause shall have effect only if either party serves a notice on the other that it will have effect.
30. 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.
31. 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.
32. SUCCESSORS BOUND
This Agreement shall bind the personal representatives heirs successors-in-title and assigns of the Vendor and Purchaser respectively.
33. 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
3. Name and Description of the Purchaser
[Purchaser Details] (f)
[Passport Details]
[ Purchaser Address]
4. Description of the Property
5. Description of the charge or encumbrance Nil
6. The amount of deposit of this Agreement Ringgit Malaysia
THE FIRST SCHEDULE continues…
7. The purchase price of the Property
Ringgit Malaysia
8. The amount of balance purchase price Ringgit Malaysia
9. Time and manner of payment of the balance purchase price
Ringgit Malaysia Three Hundred and Ninety {Insert Amount] within three (3) months from the date of receipt by the Purchaser’s Solicitors of the duly executed Memorandum of Transfer in Form 14A under the National Land Code from the Proprietor in favour of the Purchaser together with all other relevant documents for registration at the Penang Land Registry or the State Authority’s written consent pursuant to Section 433B of the National Land Code, 1965 authorising the sale of the said Property from the Vendor to the Purchaser who is a foreigner, whichever is the later (hereinafter referred to as “the Completion Date”), failing which the Vendor shall grant an automatic extension of 1 (one) month subject to interest at the rate of six per centum (6%) per annum until the date of settlement.
10. The amount of forfeitable deposit Ringgit Malaysia
THE FIRST SCHEDULE continues…
11. The Retention Sum
11. The Vendor’s solicitors
The Purchaser’s solicitors
THE SECOND SCHEDULE (Which is to be taken read and construed as an essential part of this Agreement)
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, authorise the Proprietor/Developer to execute a valid and registrable Transfer of the Property in favour of the Purchaser and deliver the same to the Purchaser’s solicitors as stakeholder who are hereby authorised to forward such Transfer to the relevant authority for the purpose of stamp duty adjudication only.
3. If the property is not subject to any charge or encumbrance, upon approval of the loan from the Financier, the Purchaser shall deliver to the Vendor a letter of undertaking from the Financier or the Financier’s solicitors to release the loan to the Vendor or the Vendor’s solicitors. Upon receipt of such letter of undertaking and subject to the Purchaser having paid the difference between the purchase price and the loan to the Vendor or the Vendor’s solicitors, the Vendor or the Vendor’s solicitors shall procure from the Developer and forward the original strata title to the Purchaser’s solicitors or the Financier’s solicitors, if different from the Purchaser’s solicitors, to effect the registration of the Transfer.
4. The Purchaser’s Solicitors shall within fourteen (14) days from the date of receipt in writing from the Vendor’s Solicitors that the Developer’s consent has been obtained and that the Vendor and Purchaser have complied with all the requirement of the Developer deliver the Memorandum of Transfer in Form 14A duly executed by the Purchaser to the Developer for their execution and request from them the original strata title in respect of the Property.
5. In order to enable the Purchaser’s Financier to release the Purchaser’s loan, the Vendor hereby agrees, upon request by the Purchaser or the Purchaser’s Financier solicitors to forthwith issue and forward a written undertaking acceptable to the Purchaser’s Financier to refund 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 whatsoever thereby resulting in the Charge in favour of the Purchaser’s Financier cannot be registered.
6. The Vendor is to procure the Developer’s execution of the Transfer within three (3) months from the date of this Agreement. If the Developer’s execution is not obtained due to no fault of the Vendor, the Purchaser shall at her own discretion grant an extension of time to the Vendor for such execution or alternatively, the Purchaser can elect to terminate this Agreement whereupon the Vendor shall forthwith upon request of the Purchaser refund the 10% deposit of the Purchase Price and all monies paid herein to the Purchaser free of interest. Upon such refund, this Agreement shall be deemed terminated and neither party hereto shall have any claim against the other under and in respect of this Agreement (save the return of any documents belonging to the Vendor, the withdrawal of Private Caveat lodged by the Purchaser, if any and the redelivery of vacant possession of the Property if the same has been delivered to the Purchaser.
THE THIRD SCHEDULE (Which is to be taken read and construed as an essential part of this Agreement)
The Vendor shall deliver vacant possession of the Property to the Purchaser upon execution of this agreement. If the Purchaser(s) fail(s) (unless otherwise agreed in writing) to pay the Balance Purchase Price or any part thereof within the stipulated time, it is hereby expressly agreed that the Vendor(s) shall have the absolute right to terminate this Agreement and to forfeit the sum as stated in Section 10 of the First Schedule hereto (hereinafter called “the Forfeitable Deposit”) and any interest payable and/or paid for any extension of time as agreed liquidated damages for breach of this Agreement and not by way of a penalty and the Vendor(s) shall at the time of such forfeiture refund to the Purchaser(s) the sum (if any) in excess of the Forfeitable Deposit and the Purchaser(s) shall upon receipt of such refund (if any), re-deliver the vacant possession of the Property to the Vendor(s), if vacant possession of the Property has been delivered to the Purchaser(s), in similar state and condition as at the date of delivery of vacant possession of the Property to the Purchaser(s) (fair wear and tear excepted and subject to the clause (2) and (3) of the Fourth Schedule hereto) together with the original Strata Title, Memorandum of Transfer and all other relevant documents (if the same have been delivered to the Purchaser(s) or the Purchaser(s)’s Solicitors) and to cause the removal of any private caveat lodged against the Property at his own cost and expense.
THE FOURTH SCHEDULE (Which is to be taken read and construed as an essential part of this Agreement)
1) In the event the original strata title and quit rent receipt for the current year is not received by the Purchaser’s Solicitors when the Memorandum of Transfer Form 14A in favour of the Purchaser is ready for registration which is still within the completion date, the completion date shall be extended without interest, cost or compensation to a time i.e. within thirty (30) days from date of receipt of the said original strata and quit rent receipt by the Purchaser’s Solicitors which may exceed the Completion Date or the Extended Completion Date.
2) The Vendor hereby agrees and undertakes at the request of the Purchaser to carry out additional works on the Property at the Vendor’s own cost and expense prior to the Purchaser taking possession of the Property and paying the 10% deposit of the Purchase Price.
3) The Vendor hereby confirms and agrees to remove the furnitures as required by the Purchaser from the Property after the Purchaser has settled the differential sum between the Purchase Price and the loan and the Purchaser’s Financier have issued the undertaking to pay to the Vendor the loan amount.
4) The Vendor hereby agrees and undertake at the request of the Purchaser to carry out the following additional works on the Property at the Vendor’s own and expense prior to the Purchaser taking possession of the Property and paying the 10% deposit of the Purchase Price:-
(a) repair and/or cleaning the following items:-
(i) toilet fixed in master bedroom bathroom [repair];
(ii) ceiling light fixed in master bedroom (the light inside the doorway) [repair];
(iii) hot water heater fixed in guest bathroom [repair]; and
(iv) toilets, bath tub, sinks and floors [cleaning]
(b) removal of the following items:-
(i) 2 couches in the living room;
(ii) all paintings;
(iii) desk in the living room;
(iv) free standing wooden light on the patio;
(v) desk in guest bedroom;
(vi) book shelves in guest bedroom and in study room; and
(vii) desk in study.
6) In the event that the sales and purchase agreement cannot be completed for whatsoever reason, the Purchaser shall within seven (7) days from the date of written notification of the said termination (i) to re-deliver vacant possession of the property to the Vendor; (ii) to return original strata title, the duly executed Memorandum of Transfer and all other related documents (if any); and (iii) the monthly rental for the sum of[Insert Amount]calculated on a day to day basis shall be payable from the date the Purchaser took possession of the Property until the actual date of re-delivery of vacant possession of the Property by the Purchaser to the Vendor.
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 )
)
the Vendor )
)
in the presence of: – )
The Purchaser
Signed by )
)
the Purchaser )
)
in the presence of: – ) (Name of Purchaser)
