THIS AGREEMENT is made the day and year, stated in Section 1 of the Second Schedule hereto BETWEEN (insert vendor’s details) a company incorporated in Malaysia with its registered office (insert vendor’s address) (hereinafter called “the Vendor”) of the first part AND the party whose name, particulars and address are stated in Section 2 of the Second Schedule hereto (hereinafter called “the Purchaser”) of the second part.
WHEREAS:‑
A. By a Sale And Purchase Agreement made on the date stated in Section 3 of the Second Schedule hereto between the Vendor of the first part and the Purchaser of the second part (hereinafter referred to as “the Sale and Purchase Agreement”), the Vendor has agreed to sell and the Purchaser has agreed to purchase all that parcel of commercial premises described in Section 4 of the Second Schedule hereto together with the accessory parcel, which are more particularly described in the Sale and Purchase Agreement (hereinafter referred to as “the said Parcel”) which is to be erected on (insert land title details) (hereinafter referred to as “the said Land”) and upon and subject to the terms and conditions therein contained.
B. The Parties have also entered into a Deed of Mutual Covenants made on the date stated in Section 5 of the Second Schedule (hereinafter referred to as “the Deed of Mutual Covenants”) for the purpose of regulating the maintenance and management and use of the said Parcel, and any accessory parcels appurtenant thereto, the first car parking bays, the said Project and the Common Property therein specified and for the provision of the Common Facilities and Services therein specified upon the terms and conditions therein contained.
C. This agreement is made supplemental to the Sale and Purchase Agreement, the First Car Park Agreement and the Deed of Mutual Covenants, being an agreement for the sale to the Purchaser of all that car parking bay more particularly described in Section 6 of the Second Schedule hereto and coloured BLUE in the Car Park Plan annexed under the First Schedule hereto (hereinafter referred to as “the Additional Car Park“) as an accessory parcel to the said Parcel at the purchase price and upon the terms and conditions herein contained.
WHEREBY IT IS AGREED AS FOLLOWS:-
- INTERPRETATION
In this Agreement, where the context admits:‑
1.1 The expression “the Vendor” means and includes the Vendor and its successors‑in‑title and permitted assigns and where not repugnant to the context its servants or agents.
1.2 The expression “the Purchaser” means and includes the Purchaser and its personal representative administrators executors and assigns.
1.3 The expression “the Joint Management Body” means the joint management body established under the Building and Common Property (Maintenance and Management) Act, 2007;
1.4 The expression “the Management Corporation” means the management corporation as defined under the Strata Titles Act, 1985;
1.5 Where there are two or more persons included in the expression “the Vendor” or the expression “the Purchaser”, their respective liabilities under this Agreement shall be joint and several and the agreement and provisions herein shall be deemed to be made jointly and severally.
1.6 Words importing the masculine gender shall be deemed to include the feminine and neuter genders and words importing the singular number shall include the plural arid vice versa.
1.7 Headings of Clauses have been inserted for guidance only and shall not be deemed to form any part of the context.
1.8 Words and expression appearing herein shall (unless repugnant to the context) have the same meanings given or assigned to them in the Sale and Purchase Agreement.
- AGREEMENT TO PURCHASE
In consideration of the Purchaser paying the sum stated in Section 7 of the Second Schedule to the Vendor at the times in the manner as stated in the Third Schedule herein, the Vendor agrees to sell and the Purchaser agrees to purchase the Additional Car Park as additional accessory parcel subject to the terms and conditions contained herein and subject to the Purchaser having performed and observed all the terms and conditions on his part under the Sale and Purchase Agreement and the Deed of Mutual Covenants.
- THE PURCHASER’S COVENANTS
The Purchaser agrees with the Vendor:-
3.1 to strictly comply with Section 5 of the Deed of Mutual Covenants;
3.2 to use the Additional Car Park for parking private motor vehicle only and not for any other purpose whatsoever;
3.3 to park his vehicle at the Additional Car Park only and shall not park or cause to be parked his vehicle or any other vehicle at the other areas designated for parking.
3.4 to keep and maintain the Additional Car Park at the Purchaser’s own cost and expense in clean and good repair and condition;
3.5 not to run the engine of the motor car while it is at the Additional Car Park except so far as may be necessary for entering or leaving the Additional Car Park and not to do or permit to be done in the Additional Car Park any act or thing which may cause a nuisance discomfort or annoyance to or in any way interfere with the quiet enjoyment and comfort of the other occupants of the said Building;
3.6 not to assign or dispose of the Additional Car Park or any part thereof independently of the said Parcel;
3.7 not to affix or cause to be affixed any grilles or place or cause to be placed or build or caused to be built any form of obstruction whatsoever on the entrance exit or driveway to or in the Additional Car Park or in other areas designated for parking or any other areas not designated as car park area and the Vendor is entitled to remove any such obstruction at the Purchaser’s own cost and expense;
3.8 not to display or permit to be displayed on the walls of the Additional Car Park any advertisement notice bill or name‑plate; and
3.9 to observe and comply with any conditions and covenants made by the Vendor and/or the Joint Management Body and/or the Management Corporation binding upon the Additional Car Park or upon the Vendor or otherwise howsoever in respect of the Additional Car Park and shall not do or omit or suffer to be done or omitted any act matter or thing in on or with respect to the Additional Car Park which shall contravene any provisions of any Act Ordinance Enactment Order Rule Regulation or By‑Law affecting the same and shall at all times hereafter indemnify and keep indemnified the Vendor against all actions 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 above said provisions.
- VENDOR’S AGREEMENTS
The Vendor covenants with the Purchaser that if the Purchaser shall perform and observe the covenants on its part and the conditions herein contained and in the Sale and Purchase Agreement and the Deed of Mutual Covenants, the Purchaser shall peacefully hold and enjoy the Additional Car Park without any interruption from the Vendor or any person rightfully claiming under or in trust for it.
- BREACH
5.1 If the Purchaser:‑
(a) fails to pay the full purchase price of the Additional Car Park in accordance with the Third Schedule of this Agreement;
(b) commits any breach of the terms or conditions contained in this Agreement or fails to perform, or observe all or any of the Purchaser’s covenants herein contained and the Sale and Purchase Agreement and/or the Deed of Mutual Covenants; or
(c) before payment in full of the purchase price of the said Parcel in accordance with the terms and conditions of the Sale and Purchase Agreement, 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 sub‑clause 10(2) of the Sale and Purchase Agreement hereof, forthwith terminate this Agreement and in such an event:‑
(i) notwithstanding the provisions of Clauses 10(1)(b) and (c) of the Sale and Purchase Agreement, the Vendor shall be entitled to forfeit all the payments and instalments paid towards the purchase price of the Additional Car Park;
(ii) the Vendor shall further be entitled to claim from the Purchaser all costs and expenses incurred by the Vendor towards the rectification of the Purchaser’s breach under this Agreement prior to the termination of this Agreement;
(iii) neither party hereto shall have any further claims against the other for costs, damages, compensation or otherwise hereunder; and
(iv) each party hereto shall pay its own costs in the matter.
5.2 In the event the Purchaser is in breach of any covenant mentioned in Clause 3 hereof, the Vendor, the Joint Management Body, the Management Corporation, their agents and/or their solicitors shall be entitled to serve a notice in writing to the Purchaser requiring the Purchaser to take the necessary steps to remedy the breaches within seven (7) days of receipt of such notice by the Purchaser and if the Purchaser shall fail to remedy the same, the Vendor, the Joint Management Body and or the Management Corporation, as the case may be, reserves the right to carry out such works as is necessary without being responsible for any damage or loss to the Additional Car Park or any penalty within it and the costs and expenses that will be incurred thereby shall be a debt payable by the Purchaser to the Vendor, the Joint Management Body and or the Management Corporation, as the case may be, within fourteen (14) days from the date of demand from the Vendor, the Joint Management Body and or the Management Corporation, as the case may be .
- THE VEHICLES OWNER’S RISK
6.1 The Purchaser hereby agrees that neither the Vendor nor the Joint Management Body nor the Management Corporation is responsible or liable in any way whatsoever for:‑
(a) any theft or loss of the vehicle or any part thereof whilst the vehicle is parked in the Additional Car Park;
(b) any damage to the vehicle or any part thereof whilst the vehicle is parked in the Additional Car Park or whilst the vehicle is travelling within the vicinity of the said Building; and
(c) any damage or loss incurred by the Purchaser, his servant, agent or licensee howsoever arising as a result of his use of the Additional Car Park and/or as a result of any instructions, directions or advice of the Vendor, the Joint Management Body, the Management Corporation or their agents;
- WAIVER
7.1 The Purchaser hereby agrees to waive all claims against the Vendor, the Joint Management Body and/or the Management Corporation for any damages or loss suffered by him, his servants, agents and/or licensees as a result of any inefficient, bad or unsafe system of traffic, parking and/or movement of cars within and outside the said Building.
7.2 The Purchaser further agrees that he shall no longer be entitled to the allocation of any other car parks, whether sheltered or unsheltered from the Vendor and/or the Joint Management Body and/or the Management Corporation.
- NOTICES
The manner of serving every notice or demand or request or communication under this Agreement shall be in accordance with the Sale and Purchase Agreement.
- TIME
Time wherever mentioned in this Agreement shall be the essence of this Agreement
- ACCESSORY PARCEL
The Vendor covenants that upon the issuance of a separate individual title to the said Parcel, the Additional Car Park shall be additional accessory parcel to the said Parcel.
- NO DEALINGS SEPARATE FROM THE SAID PARCEL
The Purchaser hereby acknowledges that the Additional Car Park cannot be transferred, assigned, sold or dealt with in any other manner separately from the said Parcel.
- CIVIL PROCEEDINGS
Notwithstanding any provision hereof, it is hereby expressly agreed that upon breach by the Purchaser of any of the covenant stipulation and/or undertaking herein provided and on the part of the Purchaser to be observed and performed, the Vendor shall thereafter have the right to exercise all and any of the remedies available whether by this Agreement or by Statute or otherwise and shall be entitled to exercise such remedies concurrently.
- SEVERABILITY
Any terms conditions, stipulation provision covenant or undertaking contained herein which is illegal prohibited or unenforceable in any jurisdiction be ineffective to extent of such illegality prohibition or unenforceability without invalidating the remaining provisions hereof and any such illegality prohibition or unenforceability in any jurisdiction shall not invalidate or render illegal void or unenforceable any such terms condition stipulation provision covenant or undertaking in any other jurisdiction.
- EXCLUSIVE OF ANY PRIOR AGREEMENT
This Agreement supersedes any prior agreement whether written or oral concerning the Additional Car Park and any such prior agreement shall be deemed to be cancelled as at the date of this Agreement.
- CHOICE OF FORUM AND CHOICE OF LAW
If any dispute or difference shall arise between the Vendor and the Purchaser touching any Clause matter or thing whatsoever herein contained or operation or instruction thereof or any matter or thing in any way connected with this Agreement or the rights duties or liabilities of either party under or in connection with this Agreement then and in every such case the dispute or difference shall be referred to the Court of Malaya and shall be decided in accordance with and subject to the relevant laws and statutory legislation thereof for the time being in force in Malaysia.
- FORCE MAJEURE
The Parties shall be released from their respective obligations in the event of national emergency war prohibitive governmental regulation or of any other cause beyond the reasonable control of the parties or either of them which renders the performance of this Agreement impossible whereupon this Agreement shall terminate and neither party shall have any claim against the other whether arising out of this Agreement or otherwise.
- COSTS
All legal fees costs charges stamp duties expenses and disbursements incurred in relation to the negotiation preparation execution and completion of this Agreement shall be borne by (insert relevant Party’s name).
- SALE AND PURCHASE AGREEMENT AND DEED OF MUTUAL COVENANTS
18.1 Notwithstanding any provisions hereof to the contrary, both parties hereto mutually agree that:-
- the entry into and performance of this Agreement by both parties hereto;
- the failure of the Vendor and/or failure of the Purchaser to carry out or perform any provision of this Agreement;
- any breach of any provision of this Agreement by or on the part of the Vendor and/or any breach of any provisions of this Agreement by or on the part of the Purchaser; and/or
- the termination of this Agreement in accordance with Clause 5 herein,
shall not relieve and shall not discharge the Purchaser from any and all of the Purchaser’s obligations under the Sale and Purchase Agreement and the Deed of Mutual Covenants and the Purchaser shall at all times and shall continue to be bound by all the provisions of the Sale and Purchase Agreement and/or shall not affect the Sale and Purchase Agreement and the Deed of Mutual Covenants which shall remain valid effective and binding.
18.2 The parties hereto further agree that the Sale and Purchase Agreement and the Deed of Mutual Covenants shall be amended and/or altered in the manner provided in this Agreement and subject only to the amendments and/or alterations herein contained and such other amendments (if any) as may be necessary to make the Sale and Purchase Agreement and the Deed of Mutual Covenants consistent with this Agreement, the Sale and Purchase Agreement and the Deed of Mutual Covenants shall remain in full force and effect and shall be read and construed and be enforceable as one single integrated document with this Agreement. In the event of any inconsistency between any of the provisions of the Sale and Purchase Agreement and the Deed of Mutual Covenants and this Agreement, the provisions of this Agreement shall prevail to the extent of such inconsistency.
- SPECIFIC PERFORMANCE
Notwithstanding anything herein stated to the contrary, the parties herein agree that the Vendor shall be entitled to the remedy of specific performance in relation to the performance of this Agreement by the Purchaser.
- RESERVATION OF RIGHTS BY THE VENDOR
20.1 The Vendor reserves the right to re-design revise and re-allocate the Additional Car Park and to stipulate from time to time any other terms and conditions relating to the use of the Additional Car Park as the Vendor shall deem expedient or as may be required by the relevant authorities.
20.2 The Purchaser hereby acknowledges that in the event the approval conditions imposed by the relevant authorities for the Layout Plans and/or the Building Plans shall result in the Vendor not being able to provide the Additional Car Park for the use of the Purchaser, the Purchaser shall be entitled either to proceed with the purchase herein by choosing another car parking bay, subject to its availability, or to terminate this Agreement, in which event, the Vendor shall refund the purchase price of the Additional Car Park to the Purchaser, free of interest, within fourteen (14) days from the date of the said termination. If the Purchaser shall elect to exercise to terminate this Agreement, such election to terminate this Agreement shall not entitle the Purchaser to terminate the Sale and Purchase Agreement and the Deed of Mutual Covenants.
- PERSONS TO BE BOUND BY AGREEMENT
This Agreement shall be binding upon the successors in title and permitted assigns of the Vendor, the heirs, personal representatives, successors in title and assigns of the Purchaser and the Proprietor.
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THE FIRST SCHEDULE
THE ADDITIONAL CAR PARK PLAN
THE SECOND SCHEDULE
|
Section
|
Item
|
Particulars
|
|
1.
|
Date of this Agreement | |
|
2.
|
Name and particulars of the said Purchaser
|
|
|
3
|
Date of the Sale and Purchase Agreement
|
|
|
4 |
Description of the said Parcel Description of the Accessory Parcel
|
Parcel No.
Parking Bays No. |
|
5.
|
Date of the Deed of Mutual Covenants |
|
|
6.
|
Description of the Additional Car Park |
*1/2 car parking bays comprising of New Car Park
|
| 7. | The purchase price of the Additional Car Park | Ringgit Malaysia only
|
THIRD SCHEDULE
(which shall be read and construed as an integral part of this Agreement)
SCHEDULE OF PAYMENT OF THE PURCHASE PRICE
OF THE ADDITIONAL CAR PARK
- Upon the execution of this Supplemental Car Park Agreement, the Purchaser shall pay the Purchase Price in the following manner and at the following times:-
- Payment of the Purchase Price in full by cash, cheque or bank draft/cheque;
OR
- Payment of the Purchase Price in full by credit card, without any merchant charge;
OR
- Payment by four (4) equal monthly instalments to be paid as follows:-
- The first 25% of the Purchase Price to be paid upon the execution of this Supplemental Car Park Agreement.
- In the event that any of the payments as stipulated in Clause 1 herein this Schedule shall be rejected or not honoured for any reason whatsoever, the Vendor shall and hereby reserve its rights herein.
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IN WITNESS WHEREOF the parties have set their hands the day and the year stated in the Second Schedule.
Signed by )
for and on behalf of )
)
in the presence of:- )
………………………………………………………………
Signed by )
for and on behalf of )
)
in the presence of:- )
……………………………………………………………..
Where the Purchaser is an individual :-
Signed by the abovenamed Purchaser )
in the presence of:- )
………………………………………….………………
………………………………………….………………
Where the Purchaser is a corporation :-
Signed by )
for and on behalf of the Purchaser )
in the presence of:- ) …………………………………………………………
or
The Common Seal of the )
Purchaser was hereunto )
affixed in the presence of:- )
…………………………………… …………………………………….
Director Director/Secretary
