AGREEMENT FOR SALE AND PURCHASE OF FIXTURES AND FITTINGS
[Updated on 08.07.2010]
THIS AGREEMENT is made day of , 20
___________________________ of No. ________________________________ (hereinafter called “the Vendor”) of the one part
And
_________________________________ of No____________________________ (hereinafter collectively called “the Purchaser”) of the other part.
WHEREAS:
1. By Sale and Purchase Agreement dated (hereinafter referred to as “the Sale and Purchase Agreement”) the Vendor sold and the Purchaser purchased an individual parcel of commercial premises distinguished as _________________ measuring in area of approximately ______ square feet within the ____________ (hereinafter called “the said Property”) within a _________________________________L (hereinafter referred to as “the said Property”)
2. The Purchaser is now desirous of purchasing from the Vendor and the Vendor is desirous of selling to the Purchaser all the fixtures and fittings wheresoever and howsoever situate and on the said Property (hereinafter referred to as the Fixtures and Fittings) upon the terms and conditions and subjects of this Agreement.
3. Notwithstanding anything contained herein, the parties hereto hereby agree that this Agreement shall be conditional upon and subject to the completion of the Sale and Purchase Agreement.
4. In this transaction, the Vendor is represented by Messrs ___________________________________ (hereinafter referred to as “the Vendor’s Solicitors) whilst ___________ represent the Purchaser (hereinafter referred to as “the Purchaser’s Solicitors)/Purchaser is unrepresented
NOW WHEREBY IT IS AGREED as follows:
1. CONSIDERATION
1.1.1 In consideration of the mutual covenants herein contained and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree that upon execution of the Sale and Purchase Agreement between the parties hereto the Purchaser shall pay to the Vendor the purchase price for the Fixtures and Fittings a sum of RINGGIT MALAYSIA __________________ only whereof the Vendor hereby acknowledges and in consideration thereof the Vendor shall sell and the Purchaser shall purchase the Fixtures and Fittings free from encumbrances upon the terms and subject to the conditions hereinafter appearing .
1.2 In the event that this Agreement shall be terminated in accordance with the provisions of Clause 3.1 herein, the Purchase Price paid herein shall be refunded to the Purchaser free of interest within FOURTEEN (14) days of receipt by the Vendor of such notice in writing failing which interest at the rate of EIGHT per centum (8%) calculated on a daily basis shall be chargeable thereon from the expiry of such FOURTEEN (14) days period until the date of full payment thereof.
2. PURCHASE PRICE
2.1 The total purchase price for the Fixtures and Fitting is the sum of RINGGIT MALAYSIA _____________________________ only (hereinafter referred to as ‘the Purchase Price”)
3. DELIVERY OF VACANT POSSESSION TO THE FIXTURES AND FITTINGS
Notwithstanding anything contained in this Agreement, the parties hereto hereby agree that vacant possession to the Fixtures and Fittings shall be deemed to be delivered by the Vendor upon completion of the Sale and Purchase Agreement.
4. NON-PERFECTION OF THE DEED OF ASSIGNMENT
4.1 In the event that the Deed of Assignment of the said Property in favour of the Purchaser cannot be perfected for any reasons whatsoever other than through any default neglect omission or blameworthy conduct of the Purchaser, the Purchaser may by way of written notice to the Vendor’s Solicitors terminate this Agreement whereupon the Vendor’s Solicitors shall.:-
a) refund to the Purchaser the Purchase Price free from interest within FOURTEEN (14) days from the date of such written notice of termination, failing which interest at the rate of EIGHT per centum (8%) per annum calculated on a daily basis shall be chargeable thereon from the expiry of such FOURTEEN (14) days period until the date of full payment thereof; and
b) against such refund as aforesaid, the Purchaser shall re –deliver or cause to be re-delivered the Fixtures and Fittings to the Vendor in the same state and condition as at the same time of receipt of vacant possession by the Purchaser pursuant to the provision of the Sale and Purchase Agreement; and
thereafter this Agreement shall be null and void and of no further effect and neither party hereto shall have any claim against the other party hereto in respect of or in relation to this Agreement save in respect of any antecedent breach.
5. TIME
5.1 Time whenever mentioned in this Agreement shall be of the essence of this Agreement.
6. NOTICE
6.1 Each communication under this Agreement (whether a notice, request or otherwise) shall be made in writing. Each communication to be delivered to any party under this Agreement shall be sent to that party or that party’s solicitors at the address from the time to time designated by that party and/or that party’s solicitors to the other party and/or the party’s solicitors for the purpose of this Agreement. The Initial address so designated by the parties and their respective solicitors are as stated at the beginning of this Agreement.
6.2 Any communication from one party to another party shall be effective until received by such other party and any such communication shall be deemed to be received by such other party when left at the address required by Clause 7.1 above or THREE (3) days after being put in the post postage prepaid and addressed to such other party at that address. Such notice may also be transmitted by facsimile (to be confirmed by letter, hand delivery or sent by post), wherein any notice delivered by such mean shall be deemed to have been served at the time of transmission thereof.
7. COSTS
7.1 The cost of stamping of this Agreement shall be borne and paid by the Purchaser.
8. INTERPRETATION, HEADING ETC.
8.1 Heading in this Agreement are inserted for convenience of referred only and shall not be taken, read or construed as essential parts of this Agreement. References in this Agreement to Clauses are to be construed as references to Clauses in and to this Agreement unless otherwise stated. Unless the context otherwise requires, word importing the masculine gender shall be deemed and taken to include the feminine neuters gender and vice versa and words importing the singular shall be deemed and taken to include the plural and vice versa .All references to provisions of statutes include subsidiary legislation enacted pursuant thereto or in connection therewith and all references to provisions thereof include such provision as modified, re-certified or re-enected from time to time and for the time being in force.
9. WHOLE AGREEMENT
10.1 This Agreement constitutes the whole agreement between the parties hereto and it is expressly agreed and declared by the parties hereto that no variation shall be effective unless mutual agreed upon and made by the parties hereto in writing .
10. EFFECTIVE DATE
10.1 This Agreement shall come into force on the day and year herein before stated irrespective of the difference dates upon which the parties hereto may each have executed this Agreement.
11. BINDING ON SUCCESSORS
11.1 This Agreement shall be binding upon the respective heirs, successors-in-title personal representatives and assigns of the parties hereto.
12. NON-WAIVER
12.1 Knowledge or acquiescence by either party hereto of any breach of any of the terms conditions covenants undertakings or warranties herein contained shall not operate as or be deemed to be a waiver of such or any of them (unless otherwise mutually agreed to in writing) and notwithstanding such knowledge or acquiescence each party hereto shall be entitled to exercise its respective rights under this Agreement and to require strict performance by the other of the terms conditions covenants undertaking warranties herein.
13. SEVERABILITY
13.1 In the event that any of the terms conditions or provisions contained in this Agreement shall be determined invalid or unenforceable, such term condition or provisions shall be deemed to have been severed there from and the remaining terms conditions and provisions herein shall continue to be valid and enforceable to their fullest extend.
14. MISCELLANEOUS DEFINATIONS
14.1 In this Agreement:
a) where there are two (2) or more persons comprised in the expression “Purchaser” and “Vendor” respectively, the covenants, agreements, representations, warranties, undertaking, obligation and liabilities of the Purchaser and the Vendor respectively contained in this Agreement or implied on the part of the Purchaser and the Vendor respectively are joint and several and shall be construed accordingly.
b) the there of “thereof” , “herein”, “hereto”, “ hereinafter”, and “hereunder”, and words similar import , when used in this Agreement , shall, unless the context otherwise requires , refer to this Agreement as a whole and not to any particular provision of this Agreement.
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IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first above written.
SIGNED by the abovenamed )
VENDOR in the presence of )
VENDOR
SIGNED by the abovenamed )
PURCHASER in the presence )
of: )
PURCHASER
