Editorial note: This is a typical example of a sale of land agreement – slight variation and/or adjustments may be necessary to complete the agreement.
SALE OF LAND AGREEMENT
AN AGREEMENT made the day of
Between __________________ (hereinafter referred to as “the Vendor”) of the one part AND ________ (hereinafter referred to as “the Purchaser”) of the other part.
RECITALS
WHEREAS:-
1. The Vendor is the registered proprietor of all those pieces of land described in the First Schedule hereto which forms part of the Bukit Brapit Estate and having an estimated area of 622 acres or there abouts and the buildings thereon (hereinafter referred to as “the said land”) and the Vendor is the legal and beneficial owner of all buildings, factory, vehicles and equipment thereon, (hereinafter referred to as “the Chattels”) more particularly described in the Second Schedule hereof (which said land and the Chattels are hereinafter referred to as “the Property”).
2. The Issue Document of Title No. _____ in respect of the Lots ____ is presently surrender to the Registry of Land Titles, Ipoh for the exchange of new title under the National Land Code.
3. Lot ___ comprised in _____ formerly measured ___ acres has since been acquired (hereinafter referred to as “the Acquired Land”) leaving a balance of __ acres or thereabouts.
4. By a Resolution passed on the 23rd day of January 1995 all the shareholders of the Vendor have approved the sale of the Property.
5. The Vendor has agreed to sell and the Purchaser has agreed to purchase the Property free from encumbrances upon the terms and conditions hereinafter appearing.
NOW IT IS HEREBY AGREED as follows:-
1. Subject to the terms and conditions hereinafter contained the Vendor will sell and the Purchaser will buy the Property free from all encumbrances but in its present state and condition on an “as is where is” basis and subject to all conditions of title whether express or implied affecting the said land.
_____________________
(a) The Sale and Purchase of the Property is conditional upon
(i) Confirmation in writing by syarikat Jurukur Malaysia of Tingkat 1, No. 55 Jalan Barrack, 34000 Taiping Perak or such other surveyor or firm of surveyor that the Vendor may appoint (hereinafter referred to as “The Surveyor”) that the approval of the Estate Land Board is not required for the transaction herein; or
(ii) If the approval of the Estate Land Board is required under Section 214A of the National Land Code the Vendor obtaining the approval of the Estate Land Board for the sale of the Property without conditions (or if conditional) upon terms and conditions acceptable to the Purchaser within the period of six (6) months from the date hereof or such further extended period as the parties hereto may agree in writing (hereinafter referred to as “the Approval Date”); and
(iii) The issuance of new titles for Lot ____ within six (6) months from the date hereof or such further extended period as the parties hereto may agree in writing (“the Approval Date”).
(b) If the Estate Land Board’s approval is required, the Vendor shall at its own cost and expense apply for such approval within one (1) month from the date hereof and the Purchaser shall within ten (10) days of the written request by the Vendor furnish the Purchaser with all information and document required for the purposes of such application.
(c) In the event any of the conditions precedent in Clause (1) (a) is not satisfied or complied with within six (6) months from the date hereof or such further period as the parties hereto may agree in writing, any of the parties may by notice in writing rescind this Agreement and the Deposit of RM_______ referred to in Clause 2 shall be refunded to the Purchaser without interest and the Purchaser shall withdraw any private caveat it may have lodged over the said land and subject to the above this Agreement shall be terminated and be null and void and neither party shall have any further claims against the other under this Agreement.
PURCHASE PRICE
2. The Purchase Price shall be Ringgit Malaysia ________ (RM_____) only (calculated at the rate of Ringgit Malaysia ____ (RM______) per acre) of which the sum of Ringgit Malaysia __________ (RM _____) only (constituting 10% of the Purchase Price) (hereinafter referred to as “the Deposit”) shall be
COMPLETION DATE
3. Upon Completion date, the Vendor shall upon the written request of the Purchaser before one (1) month of the Completion Date grant the Purchaser an extension of one (1) month (hereinafter referred to as “the Extended Period”) to pay the balance purchase price PROVIDED that the purchaser shall pay to Vendor agreed interest on the balance purchase price at the rate of ten per centum (10%) per annum to be calculated on a daily basis from the expiry of the date aforesaid tot he date of full receipt of the balance purchase price and shall be paid by the Purchaser tot he Vendor simultaneously with the full payment of the balance purchase price
CAVEAT
4. The Purchaser shall be entitled at any time after the execution of this Agreement to enter a Private Caveat against the titles to the said land to protact its rights and interest hereunder provided that the Purchaser shall withdraw the said caveat at its own cost and expense in the event the Purchaser shall fail to complete the purchase as provided under Clause 3 herein or if the Agreement is rescinded for any reason whatsoever. To this end, the Purchaser shall simultaneously with the execution of this Agreement execute and deliver to the Purchaser’s Solicitors a valid and registrable Notice of Withdrawal of Caveat who shall forthwith deliver the same to the Vendor in the event this Agreement is rescinded or terminated for any reason whatsoever.
NOTIFICATION TO DIRECTOR GENERAL
5. The Vendor and the Purchaser 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 land by the Vendor to the Purchaser hereunder in the manner required by the Real Property Gain Tax Act, 1976.
APPLICATION FOR THE LOAN
6. The Vendor shall provide the Purchaser with all such in formation and copies of such documents relating to the Property as may be necessary or required for the purpose of the Purchaser’s application for a loan from a Licensed Financial Institution to finance the purchase of the Property by the Purchaser PROVIDED ALWAYS THAT nothing herein shall release or relieve the Purchaser from his obligations to make payments of the Purchase Price in accordance with Clause 3.
MATTERS AFFECTING THE LAND
7. The Property shall be deemed to have been inspected by the Purchaser and the Purchaser shall be deemed to have purchased and accepted the same in its present state and condition and the said land is sold subject to any road widening, drainage improvement or other schemes whatsoever affecting the said land and the Purchaser shall be deemed to have full knowledge of the nature and effect thereof and shall make no objections or requisition in respect thereof or be entitled to rescind this agreement or to make any claim for compensation or reduction of the purchase price or claim for any damage in respect of the condition of the state of the said land.
DELIVERY OF POSSESSION
8. The said Land is sold with vacant possession and on payment of the balance purchase price in accordance with Claus e3 hereof the Purchaser shall be entitled to vacant possession of the said land and all buildings erected thereon on the day next following Completion Date subject tot he presence of the exiting employees absorbed or recruited by the Purchaser purusant to Clause 21(a).
FREE FROM ENCUMBRANCES
9. The Vendor declares that they have not committed a breach of any of the conditions in the title tot he said land and hereby indemnified the Purchaser against any loss or damages as a result of any breach. The said land shall be free from all encumbrance whatsoever at the presentation of the Transfer.
RETENTION SUM FOR REAL PROPERTY GAINS TAX
10. The parties hereto hereby agree that the Vendor’s Solicitors shall retain the sum of Ringgit Malaysia __________ (RM______) only for the payment of the Real Property gains tax and if the sum retained is insufficient to pay the said tax the Vendor will be responsible for the payment of any additional sum assessed and the Vendor shall also keep the Purchaser indemnified against any claim or action in respect of the non payment of the full tax.
TRANSFER AND DELIVERY OF DOCUMENTS ETC.
11. Upon payment by the Purchaser of the balance of the purchase price to the Vendor’s Solciitors in accordance with Clause 3 hereof:-
(a) the Vendor shall execute in favour of the Purchaser or their nominee company a valid and registrable Transfer of the said land, such Transfer to be prepared and perfected by and at the expense of the Purchaser except the Vendor’s Solicitors’ fees in respect of such Transfer which shall be borne by the Vendor.
(b) the Vendor shall deliver to the Purchaser or their solicitors all documents of title, Quit Rent receipts and all documents necessary for registration of the Transfer.
12. Simultaneously upon execution of this Agreement the Vendor shall execute and deliver to the Purchaser’s Solicitors as stakeholders a valid Transfer of the said land in favour of the Purchaser or their nominee or nominees (hereinafter to as the said Transfer) and the same shall be deposited with the Purchaser’s Solicitors who shall not part with the same save from the purpose of adjudication by the Collector of Stamp duty.
13. Upon having notified of the stamp duty payable in respect of the said Transfer the Purchaser’s Solicitors shall inform the Purchaser accordingly and the Purchaser shall forthwith pay to the Purchaser’s Solicitors the amount of money for the stamp duty.
14. Upon payment of the balance purchase price the Vendor:-
(a) shall deliver to the Purchaser or his solicitors all such documents of title, quit rent receipts and all documents necessary for registration of the said transfer (hereinafter referred to as “the said documents”)
(b) the Vendor’s solicitors are hereby authorised by the parties hereto to release the balance sum of the purchase price after retaining the sum of Ringgit Malaysia ______(RM _____) only for the Real Property Gains Tax in accordance with the provisions of Clause 10 of this Agreement to the Vendor within fourteen (14) days after the said document have been forwarded to the Purchaser’s Solicitors
(c) for all intends and purposes the Purchaser is entitled to specific performance of this agreement upon payment of the pruchase price in full
ADJUSTMENT OF PURCHASE PRICE
15. If the total area of the said land shall be more than or less than ___ acres as determined by the surveyor on or before the Completion date the purchase price of the said land shall be increased or reduced (as the case may be) proportionatel at the rate of Ringgit Malaysia ______(RM_____) per acre for the increase or deficiency in area on the Completion Date. Any payment for such adjustment shall be so paid within fourteen (14) days of the survey. The cost of the survey shall be borne the Purchaser.
ACQUISITION BY GOVERNMENT
16. (a) The Vendor hereby represent that as the date hereof save and except in respect of the Acquired Area, the Vendor as not been served with any notice that the said land is subject to any acquisition or intended acquisition under the Land Acquisition Act, 1960 or nay other legislation in Malaysia.
(b) In the event that the said land or nay part thereof shall before completion of the sale and purchase of the said land be affected by any notice or acquisition or intended acquisition under the Land Acquisition Act, 1960 or other legislation in Malaysia, the Vendor shall give immediate notice thereof tot he Purchaser but such acquisition shall not vitiate or annul the sale evidenced by this Agreement and:-
(i) The Vendor shall immediately notify the Government or other acquiring authority of the Purchaser’s interest in the said land and the terms of this agreement; and
(ii) Upon completion of the sale and purchase in accordance with the provisions hereunder any compensation awarded in respect of such acquisition shall belong to the Purchaser and shall be paid by the Vendor tot he Purchaser if such compensation monies should be received by the Vendor.
DEFAULT BY PURCHASER
17. The Deposit of Ringgit Malaysia _____(RM_____) only including all interest earned shall be forfeited to the Vendor in the event of the Purchaser failing for any reason whatsoever to pay the balance of the Purchaser Price within the time stipulated in clause 3 hereof and this Agreement shall be terminated and be of no further effect and neither the Vendor nor the Purchaser shall have any further claim against the other in respect of the sale and purchase of the Property.
OUTGOINGS
18. Quit Rent, education rate and other outgoings in respect of the Property are to the apportioned as at the Completion Date and the Vendor shall forthwith deliver tot he Purchaser or it said Solicitors the current year’s receipt in respect of such quit rent, education rate and other outgoings.
STOCKS
19. All stocks of fresh oil palm and fruit and rubber (latex and scrap) at the Completion Date will remain the Vendor’s property and the Vendor will remove such stocks within twelve (12) days of the Completion date provided that Purchaser will not be responsible for any loss of damage caused to such stocks by theft, fire or otherwise howsoever whether or not due to the act omission or negligence of the Purchaser or its employees or agents.
MAINTENANCE OF ESTATE
20. The Vendor shall until completion maintain the Property in accordance with the principles of good husbendry and there shall be no alteration in the harvesting and manuring systems which sill remain the same as were employed at the date hereof. The Purchaser shall by its duly authorised agent be entitled upon giving prior notice to the Vendor to enter the Property from time to time for the purpose of inspecting the condition thereof. The Vendor shall also until completion maintain the Chattels in a good estate of repair and condition fair wear and tear excepted and will not permit any part thereof to e removed otherwise than for the purpose of repair and will not sell or attempt to sell or dispose of the same or any part thereof and in addition the Vendor shall maintain all existing insurance policies in force until the Completion Date for the benefit of the Purchaser.
EMPLOYEES
21. The Vendor shall at all times indemnify the Purchaser and keep the Purchaser indemnified against all liability for the payment of termination or other benefit of employees employed by the Vendor on the said land and against all action, suits, proceedings, claim, demands, costs and expenses whatsoever which may be taken or made against the Purchaser. PROVIDED THAT upon payment of the termination benefits under labour law to the existing employees of the Vendor employed on the said Property, the Purchaser shall absorb or recruit those employees who elect or continues to work for the Purchaser
GOVERNING LAWS
22. The provisions hereof shall be governed by and construed in all respects in accordance with the Laws of Malaysia.
TIME
23. Time wheresoever mentioned in this Agreement shall be of the essence of the contract.
SUBSISTENCE OF AGREEMENT
24. Notwithstanding the completion of the sale and purchase of the said land the provision s of Clause 7, 8, 9, 10, 14, 15, 16, 17 and 18 hereof and the indemnities undertakings and agreements therein contained shall continue thereafter to subsist for so long as may be necessary for the purpose of giving effect to each and every one of those Clauses in accordance with the terms thereof.
COSTS AND EXPENSES
25. The costs and expenses of and incidental to this agreement and the transfer aforesaid including stamp duty and registration fees shall be borne and paid by the Purchaser save and except that each party shall bear and pay its own solicitors fees herein.
SUCCESORS IN TITLE
26. In this Agreement where the context so admits:-
(a) The expression “the Vendor” includes its successors in title.
(b) The expression “the Purchaser” include its successors in title.
(c) Words importing the masculine gender only include the feminine and neuter genders.
(d) Words importing the singular number only include the plural number and vice versa.
IN WITNESS WHEREOF the parties hereto have hereunto set their respective hands the day and year first above written.
The execution of this instrument by )
the Vendor was duly affected in a )
manner authorized by its constitution )
under the seal of the Vendor which )
said seal was hereunto duly affixed )
in the presence of:- )
…………………………………….. …………………………………..
Director Director/Secretary
The execution of this instrument by )
the Vendor was duly affected in a )
manner authorised by its constitution )
under the seal of the Vendor which )
said seal was hereunto duly affixed )
in the presence of:- )
…………………………………….. …………………………………..
Director Director/Secretary
THE FIRST SCHEDULE ABOVE REFERRED TO:-
