Updated 25th March 2007
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. ____________ SDN. BHD. (Company No._________), a company incorporated in Malaysia and having its registered office at _________________ (hereinafter referred to as “the Developer”) is the registered owner of all that piece of land more particularly described in the Section 4(ii) of the First Schedule hereto (hereinafter referred to as “the said Land”).
2. By a Sale and Purchase Agreement dated the ____day of _________ (hereinafter referred to as “the Principal Agreement”) made between the Developer of the one part and the Vendor of the other part, the Vendor contracted to purchase from the Developer all that parcel more particularly described in the Section 4(i) of the First Schedule erected on part of the said Land (hereinafter referred to as “the said Parcel”). The said Land and the said Parcel are hereinafter collectively referred to as “the Property” at the purchase price of Ringgit Malaysia _______________ (RM________) only (hereinafter referred to as “the Acquisition Price”) and subject to the terms and conditions therein contained.
3. The said Parcel is still under construction and as at the date hereof it has been completed up to stage 2(e) – [internal and external wiring, plumbing (without fittings), gas piping (if any) and internal telephone trunking and cabling (if any) to the said Parcel] in accordance to the Principal Agreement. The Vendor as to date has paid a sum of Ringgit Malaysia ___________ (RM__________) only to the Developer under the Third Schedule of the Principal Agreement and leaving a sum of Ringgit Malaysia ______________ (RM_________) only (hereinafter referred to as “the balance Acquisition Price”) to be paid by the Vendor to the Developer under the Third Schedule of the Principal Agreement.
4. The Certificate of Fitness for Occupation has yet to be issued by the relevant authorities.
5. The relevant authorities have not yet issued a separate document of title to the said Parcel at the date hereof.
6. 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.
7. The Vendor has agreed to sell and the Purchaser has agreed to purchase the Property on an as is where is a basis for the consideration and upon the terms and conditions hereinafter appearing.
NOW THIS AGREEMENT WITNESSETH as follows: –
1. AGREEMENT TO SELL AND PURCHASE
(a) 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.
(b) The Deposit shall be utilised to redeem the Property and to effect a Reassignment thereof by the Vendor’s financier to the Vendor and the Vendor hereby agrees that should the Deposit be insufficient to redeem the Property, the Vendor shall forthwith settle the shortfall so as to secure due redemption of the Property. The Vendor further agrees to deliver any of the documents incumbent upon the Vendor’s financier to release.
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.
(a) 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 shall be subject to the following conditions:-
(a) the Vendor shall do all such acts and things and execute such documents as may be required on his part for perfecting the Purchaser’s title to or for vesting the Property in the Purchaser pursuant to the provisions of this Agreement:
(b) the Property being free from all encumbrances, trusts, caveat and any other liability capable of being attached to the Property but otherwise subject to all conditions and restrictions whether express or implied contained in the master document of title to the Property;
(c) the original copy of the Principal Agreement in respect of the Property shall be produced and delivered to the Purchaser;
(d) any defect in the right, interest and title in relation to the Property shall be rectified and perfected by the Vendor at his own cost and expense; and
(e) all the stipulation as contained in the Principal Agreement.
The special conditions, if any, set out in the Third 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. CONSENT OF DEVELOPER/LANDOWNER
(a) Upon issuance of the Certificate of Fitness for Occupation, the Vendor and Purchaser hereby expressly authorise and direct the Vendor’s solicitors or if the Vendor is unrepresented, the Purchaser’s Solicitors, as the case may be to apply at the Vendor’s cost to the Developer for written consent to the sale of the Property by the Vendor to the Purchaser. The Vendor shall pay any charges, fees or expenses, which the Developer may impose or levy for such consent.
(b) In the event that the Vendor is unable to obtain the written unconditional consent from the Developer for the sale of the Property to the Purchaser, the Purchaser may by service a notice on the Vendor to rescind this Agreement and on such happening event the deposit and any sum or sums paid by the Purchaser to the Vendor shall be refunded by the Vendor to the Purchaser without interest within fourteen (14) days from receipt by the Vendor of the said notice. In the event that the Vendor fails to refund the deposit and any sum or sums paid by the Purchaser within fourteen (14) days, the Vendor shall pay the Purchaser interest at the rate of ten (10%) per centum per annum on daily basis calculated on the deposit and any sum or sums paid by the Purchaser from the day following the fourteenth day until date of actual refund of the said sum or sums and thereafter upon such refund being made this Agreement shall come to an end and become null and void and of no further effect and neither of the parties hereto shall have any claim against the other in respect of this Agreement.
5. PURCHASER’S DEFAULT
Provided Always that the Vendor shall have obtained the Developer’s consent for the assignment of the Vendor’s rights under and in respect of the Principal Agreement to the Purchaser, in the event 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 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 or whatever differential sum received to the Vendor and agreed liquidated damage free of interest within fourteen (14) days from the date of receipt by the Vendor of notification by the Purchaser or the Financier or the relevant Solicitors. 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.
6. 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 to claim for a liquidated damages equivalent to the sum of the Deposit and all costs and expenses incurred in exercising such right shall be borne and paid by the Vendor as agreed upon.
7. DELIVERY OF DOCUMENTS
The Vendor shall, upon execution hereof, deliver or cause to be delivered to the Purchaser’s solicitors the following documents: –
(a) photocopies of quit rent and assessment receipts of the Property for the current year (if any);
(b) a valid Assignment or any proper document assigning all the Vendor’s rights title and interest in the Principal Agreement and in the Property to the Purchaser and/or his nominee or nominees;
(c) the duly executed Stamp Proforma under Section 5 of the Stamp Act 1949 in respect of the Property;
(d) all other necessary documents to assign the right and interest over the Property in favour of the Purchaser or his nominee(s) or assignee(s) free from all encumbrances;
NOTE: OUR CLIENT FEELS THAT THIS CLAUSE IS TOO WIDE. PLEASE LET US KNOW WHAT ARE THE NECESSARY DOCUMENTS MEANT SO OUR CLIENT MAY PREPARE THE SAME
(e) such undertakings or documents as may be required by the Financier as defined in Clause 10 hereto in order to grant the Purchaser a loan or release the loan.
PROVIDED ALWAYS THAT the Purchaser’s solicitors shall not deal or stamp the Deed of Assignment except for submitting the same for stamp duty adjudication only unless as otherwise agreed herein. NOTWITHSTANDING the execution of the Deed of Assignment and the acknowledgement of receipt of the consideration stated therein, the parties hereby expressly confirm that the Deed of Assignment shall not be construed as payment in full of the consideration and the Property shall not be deemed to be assigned to the Purchaser by the Vendor until the full purchase price has been paid by the Purchaser to the Vendor.
8. GOVERNMENT AND LOCAL AUTHORITY REQUIREMENTS
(a) The Property is open to inspection and 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.
(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.
9. 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 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.
10. LOAN
In the event the Purchaser is obtaining a loan (hereinafter called “the Loan”) from a financier (hereinafter called “the Financier”) to finance the purchase, the following shall be the arrangement for completion: –
(a) if the Property is not assigned by the Vendor to any financier, upon approval of the Loan from the Financier, the Vendor’s solicitors shall forward the Principal Agreement to the Purchaser’s solicitors or the Financier’s solicitors, if different from the Purchaser’s solicitors, subject to the Purchaser or Purchaser’s solicitors producing and confirming the following: –
(i) a letter of undertaking from the Financier to release the Loan on or before the time period as stipulated in Section 9 of the First Schedule hereof; and
(ii) the difference between the purchase price and the Loan has been paid to the Vendor or the Vendor’s solicitors,
(b) if the Property has been assigned by the Vendor to a financier, upon confirmation of item (i) and (ii) in clause 10(a) above, the Purchaser shall cause the Financier to release such portion of the Loan as may be necessary to secure the reassignment of the Property upon such release: –
(i) the Vendor shall, within fourteen (14) days after the Purchaser or the Financier releases the redemption sum to the existing financier, deliver or cause to be delivered to the Purchaser the original copy of the Principal Sale Agreement, the Deed of Reassignment and all other necessary documents failing which the time period as stipulated in Section 9 of the First Schedule hereof shall be extended in accordance with the number of days delayed in securing the Deed of Reassignment and the relevant documents. If interest is payable by the Purchaser to the Vendor during this delayed period, the interest chargeable shall be waived by the Vendor in accordance with the total number of days delayed.
(ii) Upon receipt of the Deed of Reassignment and other relevant documents, the Purchaser shall cause the balance loan to be remitted to the Vendor or his solicitors. In any event the balance loan shall be remitted to the Vendor or his solicitors on or before the time period as stipulated in Section 9 of the First Schedule hereof.
11. 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.
12. REPRESENTATIONS AND WARRANTIES
The Vendor hereby represents and warrants to the Purchaser that: –
(a) the Vendor is the beneficial owner of the Property pursuant to the Principal Agreement;
(b) the Vendor has the power and capacity to execute this Agreement and to perform the terms herein;
(c) 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 and the Purchaser may treat the same as conditions of this Agreement and none of the said declarations, representations, warranties and covenants shall be deemed in any way modified or discharged by the completion of the sale and purchase herein.
The Vendor will at all times save harmless and keep indemnified the Purchaser, his heirs, personal representative, successors in title and assigns against all actions, proceedings, damages, penalties, costs, claims and demands by reason of or on account of any breach or misrepresentaion or non fulfilment of the above declarations, representations, warranties and covenants or any of them and the Purchaser may at his option, in the event of such breach, misrepresentation or non-fulfilment, by the Vendor of the aforesaid notice, whereupon the Vendor shall on demand within fourteen (14) days refund to the Purchaser and/or the Purchaser’s Financier free of interest all moneys paid by or on behalf of the Purchaser towards the account of Purchase Price pursuant to this Agreement, failing which interest at the rate of ten per centum (10%) per annum calculated on daily basis shall be paid by the Vendor on such sums remain outstanding until the date of full settlement. Thereafter this Agreement shall be terminated and neither party hereto shall have any claims against the other save and except for any antecedent breach of this Agreement and the Vendor shall be at liberty to dispose of and/or otherwise deal with the said Property in whatever manner the Vendor shall think fit without reference to the Purchaser.
13. VACANT POSSESSION, OUTGOINGS, DEPOSIT, SINKING FUND
The Purchaser shall be entitled to vacant possession of the Property and the receipt of the rents and profits of the Property as from the Completion Date and shall from such date be liable to all outgoing (including quit rent, assessments, service charges, etc.) in respect of the Property, such rents profits and outgoing to be apportioned if necessary and provided that the Vendor shall indemnify the Purchaser in respect of any loss or penalty imposed by reason of any late payment by the Vendor of such outgoing for any period prior to the Completion Date. No sinking fund and service or maintenance charge(s) deposit in respect of the Property shall be refunded from the Purchaser to the Vendor.
14. 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.
15. ERROR OR MISDESCRIPTION
The Vendor hereby warrants the accuracy of the description of the Property and in the event of a misdescription, the relief as provided in Clause 14 shall accrue to the Purchaser.
16. 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 as on the date of execution of this Agreement.
17. 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 courses until the date of the Completion Date.
(b) In the event that the Property or any part thereof shall at any time before the date of the Completion Date 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 fourteen (14) days from the date of the notice of termination, the sum paid by the Purchaser without interest 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.
18. PRINCIPAL AGREEMENT
The Vendor hereby covenants and undertakes to indemnify and keep the Purchaser indemnified against all actions proceedings claims demands and expenses in respect of any breach or non-observance of the covenants stipulations terms and conditions of the Principal Agreement by the Vendor prior to the Completion Date of this Agreement.
19. APPOINTMENT OF SOLICITORS
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.
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 solicitor (or Purchaser’s solicitor if the Vendor is unrepresented) of the full purchase price.
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. 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 issued document of titles 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.
27. 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.
28. 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.
29. SUPERSEDES PRIOR AGREEMENTS
This Agreement supersedes any prior agreements between the parties whether written or oral and any such prior agreements are cancelled as at the date of this Agreement but without prejudice to any rights which have already accrued to either of the parties.
30. SUCCESSORS BOUND
This Agreement shall bind the personal representatives heirs successors-in-title and assigns of the Vendor and Purchaser respectively.
31. 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 and construed as an essential part of this Agreement)
Section Item Particulars
1.
The day and year of this Agreement
The day of 20
2.
Name and description of the Vendor
3.
Name and description of the Purchaser
4.
Description of the Property
5.
Description of the charge or encumbrance
6.
(i) The amount of earnest money
(ii) The amount of part deposit of this Agreement
Ringgit Malaysia
(RM________) only
Ringgit Malaysia
(RM__________) only
7.
The purchase price of the Property
Ringgit Malaysia
……. Continuation of the First Schedule
8.
The amount of balance purchase price
Ringgit Malaysia
(RM_______) only
9.
Time and manner of payment of the balance purchase price
The balance purchase price shall be paid in the following manner:-
(i) the balance Acquisition Price of Ringgit Malaysia ________ (RM______) shall be paid by the Purchaser to the Developer in accordance with the Third Schedule of the Principal Agreement; and
(ii) (i) within three (3) months from the date of the receipt by the Purchaser’s Solicitors of the Developer’s Consent sanctioning the sale and assignment of the Property from the Vendor to the Purchaser, the sum of Ringgit Malaysia __________ (RM___) only upon receipt by the Purchaser’s Solicitors the unconditional written consent from the Developer and/or the duly endorsed Deed of Assignment and/or the duly executed Deed of Mutual Covenants between the Developer and the Purchaser and/or original copy of the consent letter from State Authority as stated in Fourth Schedule whichever is later;
(ii) in the event the Purchaser is unable to pay the Balance Purchase Price within the time stipulated in Section 9(i), the parties hereto hereby agree that the Completion Date shall be automatically extended for a further one (1) month , subject to the Purchaser paying interest for the extended period at the rate of ten per centum (10%) per annum calculated daily from the day after the Completion Date till date of actual payment , such interest to be paid simultaneously with the payment of the Balance Purchase Price.
10.
The amount of forfeitable deposit
Ringgit Malaysia
11.
The retention sum
As in accordance to the Real Property Gains Tax Act, 1976
12.
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)
1. Upon execution of this Agreement, any progressive billing be coming due to the Developer under the Third Schedule of the Principal Agreement, the VendorPurchaser shall continue to make such payment to the Developer under Section 9(i) of the First Schedule on the Completion Date.
2. The Vendor shall remain liable under the Principal Agreement to observe and perform all the conditions covenants and obligations therein provided to be observed and performed by the Vendor until the Completion Date.
3. After the Completion Date, the Purchaser shall be liable to the Developer the balance Acquisition Price or such lesser amount on the happening of the event as stipulated in Clause 1 above in accordance with the Principal Agreement and shall keep the Vendor indemnified against all actions, proceedings, claims, demands, penalties, costs and expenses for non payment of the same and shall remain liable under the Principal Agreement to observe and perform all the conditions covenants and obligations herein provided to be observed and performed.
THE THIRD SCHEDULE (Which is to be taken read and construed as an essential part of this Agreement)
1. The Vendor is to execute letter of authorization (if necessary and applicable) addressed to the Developer to enable the Purchaser for inspection of the Property upon completion of the same and to collect the keys to the Property from the Developer.
2. The sale of the Property by the Vendor to the Purchaser is subject to the fixtures and fittings as per the Principal Agreement and on an as is where is basis.
3. The Vendor shall undertake to act all that is necessary to ensure that the Vendor settles all outstanding payment to the Developer to obtain the delivery of Vacant Possession and pursuant to the Principal Agreement made between the Vendor and the Developer inclusive of any late payment interest due and owing to the Developer by the Vendor and all other payments payable to the Developer to procure the vacant possession and/or Certificate of Fitness for Occupation.
4. The Vendor has agreed to provide ‘special access’ to the Purchaser upon the execution of this Agreement for purpose of renovation (as the Vendor shall recommend developer’s contractor to the Purchaser for purpose of renovation). This shall be sufficient to be mentioned here to express the intention of the parties.
Note: As vacant possession to the property has not be delivered and CF not issued, this won’t be possible.
THE FOURTH SCHEDULE (Which is to be taken read and construed as an essential part of this Agreement)
(a) Upon issuance of the Certificate of Fitness for Occupation, the Vendor and the Purchaser hereby expressly authorise and direct the Vendor’s Solicitors or if the Vendor is unrepresented, the Purchaser’s solicitors, as the case may be to apply at the Vendor’s own costs and expense to the relevant State Authority (the State Authority) for written consent to the sale of the Property by the Vendor to the Purchaser. Any charges, fees or expenses which the State Authority may impose or levy for such consent shall be paid by the Vendor.
(b) In the event that the Vendor is unable to obtain the written consent from the State Authority for the sale of the Property to the Purchaser within six (6) months from the date of obtaining the issuance of the Certificate of Fitness for Occupation, either party may by service of a notice on the other party rescind this Agreement and on the happening of such event the deposit and any sum or sums paid by the Purchaser to the Vendor shall be refunded by the Vendor to the Purchaser without interest and upon such refund being made this Agreement shall come to an end and become null and void and of no further effect and neither of the parties hereto shall have any claim.
Note: This property is freehold.
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 abovenamed )
Vendor in the presence of:- )
…………………………………
The Purchaser
Signed by the abovenamed )
Purchaser in the presence of:- )
……………………………….
