AN AGREEMENT made the day and year stated in Section 1 of the First Schedule hereto between the party whose name and description is stated in Section 2 of the First Schedule hereto [hereinafter referred to as “the Vendor(s)” which expression where the context so admits shall include its heirs, personal representatives, successors-in-title and assigns] of the one part and the party whose name and description is stated in Section 3 of the First Schedule hereto [hereinafter referred to as “the Purchaser(s)” which expression where the context so admits shall include its heirs, personal representatives, successors-in-title and assigns] of the other part.

WHEREAS:

A.            The Vendor(s) is the beneficial owner of the Property more particularly referred to and described in Section 4 of the First Schedule hereto (which Property is hereinafter referred to as “the said Property”) by virtue of a Sale and Purchase Agreement dated the [Insert Date] (hereinafter collectively called “the Principal Agreement”) made between [Company Name]. (                                   ), a company incorporated in Malaysia and duly licensed under the Housing Developers (Control and Licensing) Act 1966 with its registered address at [Address] and having a place of business at [Address] (hereinafter called “the Developer”) of the one part and the Vendor(s) of the other part wherein the Developer sold and the Vendor(s) purchased the said Property in accordance to the terms therein contained in the Principal Agreement.

B.             The Strata Title to the said Property has not been issued by the appropriate authority as at the date hereof.

C.            The said Property is currently free from encumbrances.

D.            The Vendor (s) is represented by [Vendor(s) Solicitors Name] of [Address of Solicitors](hereinafter referred to as “the Vendor(s) Solicitors”).

E.             The Purchaser(s) is represented by [Purchaser(s) Solicitors Name], Advocates & Solicitors of [Address of Solicitors] (hereinafter referred to as “the Purchaser(s) Solicitors”).

F.             The Purchaser(s) shall be obtaining a loan facility (hereinafter referred to as “the Purchaser(s)’ Loan”) from [Name of Bank] of [Address of Bank]  (hereinafter referred to as “the Purchaser(s)’ Financier”) to assist him in the purchase of the said Property.

G.            The Vendor(s) has agreed to sell and the Purchaser(s) has agreed to purchase the said Property at the price and subject to the terms and conditions hereinafter contained.

            NOW IT IS HEREBY AGREED as follows:-

AGREEMENT

1.             In consideration of the purchase price stipulated in Section 1 of the Second Schedule hereto to be paid by the Purchaser(s) in the manner and within the times as set out in Section 2 and Section 3 of the Second Schedule hereto, the Vendor(s) hereby agrees to sell and the Purchaser(s) hereby agrees to purchase the said Property free from all charges and encumbrances but subject to all conditions of title whether expressed or implied contained in the document of title to the said Property at the purchase price referred to in Section 1 of the Second Schedule hereto and subject to the terms and conditions hereinafter contained.

PURCHASE PRICE

2.             The purchase price for the said Property shall be the sum stated in Section 1 of the Second Schedule hereto of which the sum stated in Section 2 of the Second Schedule hereto has already been paid by the Purchaser(s) to the Vendor(s) the receipt of which the Vendor(s) hereby acknowledges and the balance purchase price shall be paid as hereinafter provided.

BALANCE PURCHASE PRICE

3.             The balance purchase price shall be paid at the times and in the manner set out in Section 3 of the Second Schedule hereto (hereinafter referred to as “the Completion Period” and the date of settlement/payment of the full purchase price is hereinafter referred to as “the Completion Date”)


CONDITIONS OF SALE

4.             The sale herein is subject to the following terms and conditions:-

(a)           The Vendor(s) shall obtain the Developer’s unconditional consent in respect of the Sale of the said Property by the Vendor(s) to the Purchaser(s).

(b)          The said Property shall be free from all encumbrances except as stipulated in the Third Schedule hereto but subject to all conditions of title whether expressed or implied contained in the document of title.

CONDITION PRECEDENT

4A.          The Vendor(s) and the Purchaser(s) hereby mutually agree that this Agreement shall be conditional upon the Developer granting its consent to the Sale and Assignment of the said Property by the Vendor(s) to the Purchaser(s) in accordance with the terms and conditions herein contained and where required, the written consent from the State Authority/ Foreign Investment Committee consenting to the Vendor(s) Purchase of the said Property and to the Vendor(s) sale and Transfer of the said Property from the Vendor(s) to the Purchaser(s).  In the event the aforesaid consents (if required) is not obtained within six (6) months from the date of this Agreement or is granted with consideration and condition that cannot be met and fulfilled by the parties hereto the Vendor(s) shall forthwith refund all monies received free of interest to the Purchaser(s) and thereupon this Agreement shall become null and void and cease to have further force or effect but without prejudice to the right of either party to sue the other for any antecedent breach of their respective obligations hereunder.

PRIVATE CAVEAT

5.             The Purchaser(s) is at liberty at their cost and expense to lodge a private caveat as from the date hereof if not prohibited from doing so by the Developer.  Provided the Purchaser(s) shall withdraw annul or remove the said private caveat if the Purchaser(s) shall fail to pay the balance purchase price or any instalment of the purchase price in manner and within the times stipulated in Section 3 of the Second Schedule hereto and this Agreement shall have become null and void in accordance with the provisions of Clause 11 herein and also Provided that the Purchaser(s) shall simultaneously with the execution of this Agreement execute in escrow the Withdrawal of Private Caveat in NLC Statutory Form and deposit the same with the Purchaser(s)’ Solicitors together with all requisite fees and disbursements and the Purchaser(s)’ Solicitors shall be irrevocably authorised to withdraw the aforesaid Private Caveat in the event the Purchaser(s) fails to pay the balance purchase price as aforesaid.

APPLICATION/NON-APPLICATION FOR BANKING FACILITIES

6A.          (i)           If the Purchaser(s) is/are desirous of applying for banking facilities to complete the purchase of the said Property and it is the policy and strict requirement of the bank or financial institution (hereinafter referred to as “the Purchaser(s)’ Financier”) that the loan money shall be released only upon the Vendor(s) executing and delivering a valid Deed of Assignment or any other proper document in favour of the Purchaser(s) and its nominee or nominees and be delivered to the Purchaser(s)’ Solicitors and in this regard the Vendor(s) shall execute or cause to be executed and delivered a valid Deed of Assignment as aforesaid and the Vendor(s) and the Purchaser(s) hereby expressly declare and confirm that though the Deed of Assignment has been executed by the Vendor(s) in favour of the Purchaser(s) the acknowledgment of receipt of consideration stated in the Deed of Assignment shall not be construed as payment in full of the consideration stated therein and the said Property shall not be deemed to be assigned/transferred to the Purchaser(s) by the Vendor(s) until the full purchase price as aforesaid has been paid by the Purchaser(s) to the Vendor(s) and further the Vendor(s) hereby expressly allow or permit the Deed of Assignment to be sent or processed for adjudication for stamp duty purposes upon due production of documentary evidence of approval of the loan by the bank or financial institution SUBJECT HOWEVER to the Purchaser(s) paying the difference between the balance purchase price and the loan amount to the Vendor(s).

(ii)          Upon due production of documentary evidence or upon written confirmation of the Purchaser(s)’ Solicitors of the approval of the loan by the Bank or Financial Institution (hereinafter referred to as “the Financier”) and the Purchaser(s) paying the difference between the balance purchase price and the loan amount to the Vendor(s) and Provided the Vendor(s) shall have obtained a written undertaking by the Financier such undertaking to be to the satisfaction of the Vendor(s), the Vendor(s) shall:-

(a)           deliver to the Purchaser(s) or the Purchaser(s)’ Solicitors an undertaking to the Purchaser(s)’ Financier to refund to the Purchaser(s)’ Financier the Purchaser(s)’ Loan in the event that the Deed of Assignment/Memorandum of Transfer in favour of the Purchaser(s) cannot be perfected/registered for any reasons whatsoever attributable to the Vendor(s);

(b)          Upon the issuance of the Strata Title to the said Property the Vendor(s) shall use his best endeavour to cause to be delivered a valid and registrable Transfer in favour of the Purchaser(s) or his nominee(s) together with the Strata Title free from all encumbrances [unless such encumbrances was effected by or with the consent of the Purchaser(s)].

6B.          If the Purchaser(s) shall not be applying for banking facilities to complete the purchase of the said Property the Vendor(s) shall upon the signing of this Agreement execute a Deed of Assignment assigning all its rights, title and benefit in the said Property in favour of the Purchaser(s) or its nominee(s) or assigns and thereafter shall arrange for the Developer to endorse on the Deed of Assignment and deposit the same with the Purchaser(s)’ Solicitors together with all other documents necessary for the purpose of submitting the Deed of Assignment for adjudication of the stamp duty payable thereon upon the said Solicitors’ undertaking not to stamp the same until the balance purchase price has been paid to the Vendor(s).  The Vendor(s) and the Purchaser(s) hereby expressly declare and confirm that though the Deed of Assignment has been executed by the Vendor(s) and adjudicated in favour of the Purchaser(s) the acknowledgment of receipt shall not be construed as payment in full of the consideration stated therein and the said Property shall not be deemed to be assigned/transferred to the Purchaser(s) by the Vendor(s) until the full purchase price as aforesaid has been paid by the Purchaser(s) to the Vendor(s).

CONSENT

7.             Upon the execution of this Agreement the Vendor(s) shall at his own cost and expense obtain the written consent of the Developer in respect of the sale of the said Property by Vendor(s) to the Purchaser(s).

ORIGINAL PRINCIPAL AGREEMENT

7A.          The Vendor(s) shall upon the execution of this Agreement deposit with the Vendor(s)’ Solicitors as stakeholders the Principal Agreement.  The Principal Agreement together with the duly executed Deed of Assignment shall be forwarded to the Purchaser(s)’ Solicitors subject to Clause 6A above, immediately upon payment of the difference between the loan amount and the purchase price to the Vendor(s).

VENDOR(S) OBLIGATIONS UPON PAYMENT OF FULL PURCHASE PRICE

8.             Subject to the other terms and conditions of this Agreement, before or upon payment of the full purchase price, the Vendor(s) shall:-

(a)           have obtained the Developer’s consent to the Assignment of the Principal Agreement and all the estate, rights, titles, benefit, claim and demand whatsoever of the Vendor(s) in or to the Principal Agreement and the said Property comprised therein to the Purchaser(s) and the Purchaser(s)’ Financier.

(b)          execute or cause to be executed and deliver a valid Assignment or proper document in favour of the Purchaser(s) and/or their nominee(s).

(c)           have delivered or caused to be delivered the original copy of the Principal Agreement to the Purchaser(s).

(d)          in the event that the Strata Title is issued to the said Property, the Vendor(s) shall use his best endeavour to cause to be delivered a valid and registrable Transfer in favour of the Purchaser(s) or his nominee(s) together with the Strata Title free from all encumbrances [unless such encumbrance was effected by or with the consent of the Purchaser(s)].

8A.          INSPECTION

The said Property has been and is open to inspection and is sold in the state and condition as on the date hereof and subject to any road widening drainage improvement or other scheme whatsoever affecting it and the Purchaser(s) shall be deemed to have full knowledge of the notice and effect thereof and shall make no objection or requisition in respect thereof.

8B.          DECLARATION

Each of the party hereto hereby declare, confirm and represent to each other that neither of them is in breach or default under any written law or rules and regulations thereunder or any agreement or instrument to which each of the party hereto may be bound and there is no breach default litigation arbitration or other proceedings presently current pending or threatened against the other which might materially affect or impair the party’s ability to perform its obligations hereunder and in particular the parties hereto declare and confirm to each other that neither of them is an undischarged bankrupt.

8C.          PASSING OF RISK

It is hereby mutually agreed by the parties herein that the risk to the said Property shall only pass to the Purchaser(s) upon delivery of vacant possession by the Vendor(s) to the Purchaser(s).  In the event that the said Property or any part thereof shall at any time before delivery of vacant possession be damaged or destroyed by fire or any other causes the Purchaser(s) shall be entitled to terminate this Agreement and to a refund of all monies paid by the Purchaser(s) to the Vendor(s).

REAL PROPERTY GAINS TAX

9.             The Vendor(s) and the Purchaser(s) shall within the time provided for in the Real Property Gains Tax Act, 1976 notify the Director General of Inland Revenue of the sale of the said Property by the Vendor(s) to the Purchaser(s) in the manner required by the said Act or any amendment thereto.

CERTIFICATE OF CLEARANCE BY DIRECTOR GENERAL OF INLAND REVENUE

10.          Notwithstanding any other provisions herein, the Vendor(s) Solicitors who hold the said sum mentioned in Section 3 of the Second Schedule hereto as stakeholders pending the issue by the Director General of Inland Revenue of the Certificate of Clearance may at any time pay over the said sum or such part thereof as may be sufficient to the Director General of Inland Revenue for the purpose of the tax payable by the Vendor(s) under the said Real Property Gains Tax Act in respect of the sale of the said Property by the Vendor(s) to the Purchaser(s) under this Agreement if such payment is required for the purpose of enabling the Director General of Inland Revenue to issue their Certificate of Clearance in respect of the sale hereunder.

LIQUIDATED DAMAGES

11.          If the Purchaser(s) fails to pay the balance purchase price or any instalment of the purchase price in the manner and within the times stipulated in Section 3 of the Second Schedule hereto then it is hereby agreed between the Vendor(s) and the Purchaser(s) that the sum or sums more particularly referred to in Section 4 of the Second Schedule which have already been paid by the Purchaser(s) shall be forfeited absolutely to the Vendor(s) as agreed liquidated damages and this Agreement shall be null and void and of no effect and neither party hereto shall have any claims against the other save and except for any antecedent breach and the Vendor(s) shall be entitled at their absolute discretion to deal with the said Property in such manner as the Vendor(s) shall think fit.

APPORTIONMENT OF OUTGOINGS

12.          All quit rent rates, assessment rates, taxes and other outgoings (if any) payable in respect of the said Property shall be apportioned as at the Completion Date and any sum due by virtue of such apportionment shall be paid or allowed as the case may be on such date PROVIDED ALWAYS THAT the Vendor(s) shall indemnify the Purchaser(s) of any loss or penalty imposed in respect of any late payment by the Vendor(s) of such aforesaid payments.


SINKING FUND/COMMON FUND

13.          Notwithstanding anything stated herein the Purchaser(s) and the Vendor(s) hereby agree that the Purchaser(s) shall be required to refund to the Vendor the Sinking Fund/Common Fund paid to the Developer by the Vendor(s) on/or before the Completion Period.  Provided that the Developer confirms that the Vendor(s) has paid such sum to the Developer and further that the Vendor(s) shall furnish the original receipt of  such sinking fund issued by the Developer.

SPECIAL CONDITIONS

14.          It is hereby expressly agreed between the Vendor(s) and the Purchaser(s) that the sale and purchase of the said Property shall in addition to the terms and conditions herein be subject to the special conditions if any set out in the Third Schedule hereto and in the event of any conflict, discrepancies or variance the special conditions set out in the Third Schedule shall prevail.

TIME TO BE ESSENCE OF CONTRACT

15.          Time wherever mentioned shall be of the essence of the contract.

PAYMENT OF FEES

16.          The Vendor(s)’s and the Purchaser(s)’s respective solicitors’ costs of and incidental to the preparation and execution of this Agreement and the assignment/transfer of the said Property shall be borne and paid in the manner as set out in Section 5 of the Second Schedule hereto but all stamp duty and registration fees thereon shall be paid by the Purchaser(s).  The Purchaser(s) further agrees to pay as and when required by such competent authority any additional or excess stamp duty and/or penalty that may be imposed by the Collector of Stamp Duty or such other competent authority in respect of this Agreement and/or the transfer of the said Property unless such duty or penalty is payable because of the Vendor(s)’ default.

SCHEDULES ESSENTIAL

17.          The First Schedule, Second Schedule and the Third Schedule herein shall be taken and construed as an essential part of this Agreement.

WAIVER

18.          Knowledge or acquiescence by either party hereto of 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 and the specific performance of this contract.

SERVICE OF NOTICE

19.          Any notice request or demand requiring to be served by either party hereto to the other under the provisions of this Agreement shall be in writing and shall be deemed to be sufficiently served:-

(a)           if it is given by the party or their solicitors by post in a registered letter addressed to the party to be served at their or its address hereinbefore mentioned 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 of post be delivered;  or

(b)          if it is given by the party or their solicitors and despatched by hand to the party to be served or their solicitors.

INTERPRETATION

20.          In this Agreement where the context so admits:-

(a)           where there are two or more persons included in the term “the Vendor(s)” and/or “the Purchaser(s)” their liabilities under this Agreement shall be jointly and severally;

(b)          words importing the masculine gender shall be deemed to include the feminine gender and the neuter gender and words importing the singular number shall include the plural and vice versa;

(c)           words applicable to natural persons include any body of persons firm or partnership corporate or incorporate or corporation;

(d)          the clause headings in this Agreement are for ease of reference only and do not affect the construction nor limit its scope.

BINDING EFFECT OF AGREEMENT

21.          This Agreement shall be binding upon the respective heirs personal representatives successors-in-title and assigns of the Vendor(s) and the Purchaser(s).

THE FIRST SCHEDULE

(which is to be taken and construed as an
essential part of this Agreement)

Section No.	Item	Particulars
1.	The day and year of this Agreement	Dated               day of ,
2.	Name and Description of the Vendor(s)	[Name of Vendors] (Passport Number] c/o [Company Name], {Address of Company].
3.	Name and Description of the Purchaser(s)	[Name of Purchaser] (NRIC NO:               ) of [Address of Purchaser]
4.	Description of the said Property	All that parcel of residential or other related accommodation known as Parcel No. 8, Storey No. 5, Building No. A, Kayangan Puri Mutiara, Penang erected on part of Geran No. Pendaftaran HBM 86, Lot No. 3793, Mukim 18, Daerah Timur Laut, Penang bearing assessment address 88-5-08 Kayangan Puri Mutiara, Medan Fettes, 11200 Tanjung Bungah, Penang.

THE SECOND SCHEDULE

(which is to be taken and construed as an
essential part of this Agreement)

Section No.	Item	Particulars
1.	The Purchase Price of the said Property	[Insert Amount]
2.	Deposit to account of Purchase Price	[Insert Amount]
3.	Manner and times of payment of the balance Purchase Price of [Insert Amount]  referred to in Clause 3 of this Agreement. Amount to be retained to meet payment of Real Property Gains Tax.	Within three (3) months from the date of the receipt of the Developer’s letter of consent to the sale and purchase herein with an extension of one (1) month with interest at 10% per annum (“the Completion Date”). [Insert Amount]
4.	The sum or sums to be liquidated damages under Clause 11 of this Agreement.	[Insert Amount].
5.	Method of payment of Solicitors’ costs referred to in Clause 16 of this Agreement.	The cost of this Agreement and the subsequent transfer and assignment together with stamp duty, registration fees and expenses incidentals thereto shall be borne and paid by the Purchaser(s) but each party hereto shall bear and pay their Solicitor’s costs.

THE THIRD SCHEDULE

(which is to be taken read and construed as
an essential part of this Agreement)
——————————————————————–

Special conditions to which this Agreement is subject
and referred to in Clause 14.

1)            Vacant possession shall be given on payment of the full purchase price.

2)            The Purchaser(s) shall be entitled to Specific Performance.

3)            The completion of the purchase shall take place at the office of the Purchaser(s)’ Solicitors.

4)            The Vendor(s) declare(s) that he is not a bankrupt person(s) and no action or petition in respect thereto whether in the process or pending or otherwise has been taken against him by any person or persons body or corporation on or before the date of this Agreement and if it is discovered that the Vendor(s) is a bankrupt(s) and/or such proceedings against him is pending, the Vendor(s) shall on demand refund the deposit sum and all other moneys (if any) paid by the Purchaser(s) towards the purchase price without interest.

5)            The said Property is as at the date hereof free from encumbrances.

6)            The Vendor(s) shall indemnify and keep the Purchaser(s) fully indemnified against all and any claims that may be made in respect of Real Property Gains Tax concerning this Sale.

7)            The Vendor(s) hereby covenant with the Purchaser(s) that the Vendor(s) have not in any way or manner whatsoever committed any breach or non-observance of any of the covenants, stipulations, terms and conditions of the said Principal Agreement and the Vendor(s) shall at all times hereinafter save harmless and keep the Purchaser(s) indemnified against all actions proceedings, claims demands damages and expenses which may be brought or made or incurred by the Purchaser(s) by reason or on account of any breach or non-observance of all or any of the covenants stipulations under the Principal Agreement or otherwise howsoever by reason or on account of this sale.

8)            The Purchaser(s) shall pay to the Developer or the management corporation of all sums payable in respect of any service charges or any other sum that the Developer or the management corporation of [Company Name]. may from time to time charge the owners of the apartments for maintenance of [Apartment Name].  Provided that all quit rent rates, assessment rates, taxes and other outgoings (if any) payable in respect of the said Property shall be apportioned as at the Completion Date and any sum due by virtue of such apportionment shall be paid or allowed as the case may be on such date further Provided that the Vendor(s) shall indemnify the Purchaser(s) of any loss or penalty imposed in respect of any late payment by the Vendor(s) of such aforesaid payments.

9)            The Purchaser(s) shall observe, perform and abide by all regulations from time to time issued by the Developer or the management corporation of  [Company Name]. for the upkeep and maintenance of [Apartment Name].

10)          Without prejudice to the generality of No. 9 above, the Purchaser(s) shall observe, perform and abide by all the terms and conditions contained in the Principal Agreement issued by the Developer when[Apartment Name] where still not constructed or was in the course of construction, a copy of which Principal Agreement is now attached herewith for the reference of the Purchaser(s).

11)          Notwithstanding anything herein to the contrary, the Vendor(s) shall use his best endeavour to cause to be executed a Transfer of the title to the said Property in favour of the Purchaser(s) only upon issuance of a separate strata title thereto but shall inform the Developer of the assignment of their rights and title to the said Property in favour of the Purchaser(s) upon the completion of sale herein.

12)          The Purchaser(s) hereby covenants with the Vendor(s) that the Purchaser(s) will perform and observe all and any stipulation terms and conditions respectively which are mentioned or contained in the Principal Agreement and on the part of the Vendor(s) and thereby agreed to be performed and observed and will keep the Vendor(s) indemnified against all actions proceedings claims demands damages penalties costs charges and expenses by reason of the non-observance of the Principal Agreement or otherwise in relation thereto.


            IN WITNESS WHEREOF the Vendor(s) and the Purchaser(s) have set their hands the day and year set out in Section 1 of the First Schedule of this Agreement.

Signed by the Vendor(s) in                )
)
the presence of:-                  )
………………………………….

                                                            [Name of Vendor]

Signed by the Purchaser(s)                )
)
in the presence of:-                              )               ………………………………………………….
                                                            [Name of Purchaser]