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 Landowner”) 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 Contractor”) of the other part.
WHEREAS: –
1. The Landowner is the registered owner of the pieces of land known as _______________ attached herewith as SCHEDULE.
2. The Landowner has entered into a Memorandum of Understanding with the Contractor on _____ stating the parties’ intention whereby the Contractor shall do all the land clearing works, levelling of the land, to clear the trees on the land for commercial purposes, construct an access road and workers’ quarters and replanting the rubber trees on the said land within the time stipulated hereinafter.
3. In furtherance, the Parties hereby agree to enter into this Agreement subject to the terms and conditions hereinafter setforth.
NOW THIS AGREEMENT WITNESSETH as follows: –
1. AGREEMENT TO SELL AND PURCHASE
In consideration of the Landowner allowing the Contractor absolute access and authority to the said land to render the following works namely:
(a) Build and construct an access road to the land; and
(b) Land Clearing works on the land; and
(c) Engage a land surveyor (subject to the written consent of the Landowner regards to the appointment) to ensure all demarcation are marked properly to ensure no trespassing onto adjacent land; and
(d) Clearing all the tress on the land for commercial purposes; and
(e) To replant the land.
The Contractor shall pay the sum of Ringgit Malaysia ____________ (RM _____________) to the Landowner subjet to all the conditions and restrictions whether expressed or implied contained in this Agreement and subject to the terms and conditions hereafter appearing.
2. MANNER OF PAYMENT
(a) The Contractor shall pay the sum of Ringgit Malaysia __________ (RM _________ )upon the execution of this Agreement (hereinafter referred to as ‘the Deposit’) and the balance purchase price in the sum of Ringgit Malaysia ______________________ (RM _________ ) (hereinafter referred to as the ‘Balance Purchase price’) shall be paid in full by the Contractor to the Landowner on or before the ______________________ and/or commencement of work whichever is earlier.
(b) In addition, the Contractor shall pay the sum of Ringgit Malaysia __________ (RM _______ ) upon the execution of this Agreement (hereinafter referred to as “The Replanting deposits’) whereby the Contractor shall undertake to replant on the said land with all rubber trees at a requirement spacing of ________ trees per _______ cm square within _____ months from the date of this Agreement and to procure the special fund from Ministry of __________ to plant the trees.
(c) The date on which the Balance Purchase Price is paid and/or the receipt of the funds from Ministry of ______ and/or the completion of the replanting of rubber trees shall hereinafter be referred to as “the Completion Date”.
(d) Upon completion of the replanting of the rubber trees, the Contractor shall re-deliver possession of the land to the Landowner within one month after the completion of the replanting of the rubber trees. (hereinafter referred to as ‘the Re-delivery of vacant possession of the land’)
3. CONDITION OF LAND
This Agreement of the Land shall be subject to the following terms and conditions: –
(a) The Land shall be delivered to the Contractor on an ‘as is where is’ basis whereby the Contractor has surveyed the site prior to the execution of this Agremeent.
4. CONDITION PRECEDENT
4.1 This Agreement is subject to and conditional upon the Contractor having applied for and obtain and consent from all relevant parties namely (not inclusive):
(a) from the relevant authority to commence land clearing works at the site; and
(b) from all local authorities; and
(c) from all Ministries to obtain the approval.
on or before four (4) months from the date of this Agreement or such time period as mutually agreed by both parties (hereinafter referred to as “the said Period”).
4.2 The Landowner shall within one (1) month from the date of this Agreement make the necessary application to the Authority to obtain the said approval and consent as stated above. The Contractor shall provide the information required to be submitted to the Landowner.
4.3 The Contractor hereby agrees, covenants and undertakes to comply with, perform and observe all terms and conditions on the part to be complied with, performed and observed by the Contractor pursuant to the Authority’s consent.
4.4 This Agreement shall become unconditional on the unconditional approval of the Authorities being obtained or if conditions are imposed, such conditions are acceptable to the party affected and the party affected has notified the other party in accordance with clauses hereof (hereinafter referred to as “the Unconditonal Date”).
5. CONTRACTOR’S DEFAULT
If the Contractor fails to pay the balance purchase price or any part thereof within the time frame as stipulated in this Agreement hereof or if the Contractor neglects or fails to perform any of the terms conditions and stipulations on the Contractor’s part to be performed under this Agreement, the Landowner shall be at liberty to terminate this Agreement and forfeit all monies paid by the Contractor including the deposit for replanting hereof as agreed liquidated damages and not as penalty. Thereafter this Agreement shall become null and void and of no further effect and neither party hereto shall have any claim against the other under or in respect of this Agreement (save the return and redelivery of possession of the land belonging to the Landowner).
6. LANDOWNER’S DEFAULT / SPECIFIC PERFORMANCE
The Contractor shall on performing all the terms and conditions and stipulations herein contained on the Contractor’s part to be performed be entitled either to the remedy at law for specific performance against the Landowner and to all relief flowing therefrom or to terminate this Agreement and claim damages and all costs and expenses incurred in exercising such right shall be borne and paid by the Landowner.
7. GOVERNMENT AND LOCAL AUTHORITY REQUIREMENTS
(a) The Property is open to inspection and the Contractor 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 Contractor.
(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 Contractor shall be deemed to have had full knowledge of the nature and effect thereof and shall make no objection or requisition in respect thereof.
8. COMPULSORY ACQUISITION
(a) The Landowner 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 Landowner shall give notice thereof to the Contractor within seven (7) days of receipt thereof. The Contractor shall be entitled to determine this Agreement if he does not intend to proceed with the purchase of the Property.
(c) The Contractor shall as soon as possible but in any event not later than fourteen (14) days after receipt of the notice notify the Landowner of his decision in writing.
(d) If the Contractor intends to proceed with the purchase, the Landowner 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 Contractor but only upon completion of the sale and purchase of the Property and after the Landowner has received he full purchase price under this Agreement.
(e) If the Contractor decides not to proceed with the purchase, all monies paid hereunder shall be refunded forthwith to the Purchaser free of interest and the Contractor shall simultaneously return all documents and all other relevant documents belonging to the Landowner 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 Contractor shall continue to be bound by this Agreement.
9. REPRESENTATIONS AND WARRANTIES
The Landowner hereby represents and warrants to the Purchaser that: –
(a) the Landowner is the beneficial owner of the Property;
(b) the Landowner 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 nor receiving or adjudication order in bankruptcy has been made in respect of the Landowner;
(d) the execution and performance of this Agreement will not violate the provisions of any law;
(e) the Landowner 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 Landowner which might affect the Landowner ‘s ability to perform this Agreement or frustrate the completion of the transaction hereunder.
The Landowner acknowledges that the Contractor has entered into this Agreement on the basis of and in full reliance of the aforesaid representations and warranties.
10. CAVEAT
Upon execution of this Agreement, the Contractor shall not be entitled to lodge a private caveat against the Property.
11. ERROR OR MISDESCRIPTION
The description of the Property is believed and deemed to be correct and no error omission or misstatement shall invalidate the sale or be made the subject of any claim for compensation by either party.
12. INSPECTION
The Contractor 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.
13. DAMAGE TO THE PROPERTY
(a) Notwithstanding anything contained in this Agreement or any risk of law of equity to the contrary, the Land shall be at the sole risk of the Contractor as regards to all loss or damage by fire or other courses until the date of redelivery of vacant possession of the Property to the Landowner.
(b) In the event the Property or any part thereof shall at any time before the Completion Date be damaged or destroyed by fire or any other causes due to the fault (including omission) of the Contractor, the Landowner shall be entitled to terminate this Agreement by giving notice in writing to that effect to the Contractor and upon such termination, the Landlord shall terminate and forfeit all the sum paid by the Contractor.
14. RENTS AND PROFITS
The Contractor shall be prohibited from renting or sub letting the land without the written consent from the Landowner.
15. 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.
(b) In the event the Contractor elects not to be represented by any solicitors in the sale of the Property, any reference to the Contractor’s solicitors herein shall be deemed to refer to the Landowner’s solicitors.
16. TIME
Time whenever mentioned shall be of the essence of this Agreement.
17. COSTS
Each party shall bear their own solicitors’ costs and expenses of and incidental to the preparation and execution of this Agreement. However all the stamp duty and registration fees thereon shall be paid by the Contractor. The Contractor further agrees to pay as and when required any additional or excess stamp duty and/or any penalty that may be imposed by the Collector of Stamp Duties or such other competent authority in respect of this Agreement.
18. NOTICE
Any notice to be given under this Agreement shall be in writing and shall be deemed to be sufficiently served: –
(a) if it is 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 for the other party.
19. 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.
20. 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 Contractor free of interest and the Contractor shall simultaneously return all documents belonging to the Landowner 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.
21. SCHEDULES
The First 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 Third Schedule hereto shall prevail if there is any conflict, discrepancy or variance between the special conditions as set out in the Third Schedule hereto and any other terms or conditions of this Agreement.
22. 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.
23. SUCCESSORS BOUND
This Agreement shall bind the personal representatives heirs successors-in-title and assigns of the Landowner and Contractor respectively.
24. INTERPRETATION
(a) In this Agreement where the context so admits the term “the Landowner” or “the Contractor” shall include their respective heirs successors personal representative and permitted assigns and when there are two or more persons included in the term “the Landowner” or “the Contractor” 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 date of this Agreement
2. Name and description of the Landowner
3. Name and description of the Contractor
11. The Vendor’s solicitors
The Purchaser’s solicitors
Unpresented.
[Purchaser Solicitors Name]
Advocates & Solicitors
[Address]
IN WITNESS WHEREOF the Landowner and the Contractor have set their hands the day and year set out in Section 1 of the First Schedule of this Agreement.
The LANDOWNER )
Signed by )
for and on behalf of )
in the presence of:- )
) ———————————————-
———————————————-
The CONTRACTOR
Signed by )
for and on behalf of )
in the presence of:- )
) ——————————————–
