Beruflich Dokumente
Kultur Dokumente
The party or parties whose name(s) and particulars are set out in Section
2 of the First Schedule hereto (Vendor) of the one part;
And
II.
The party or parties whose name(s) and particulars are set out in Section
3 of the First Schedule hereto (Purchaser) of the other part.
RECITALS:
(A)
(B)
*The Property is currently not charged to any financial institution and it is free from
encumbrances. / The Land is presently subject to the encumbrances specified in
Section 5 of the First Schedule hereto.
(C)
The Land is presently subject to the conditions specified in Section 6 of the First
Schedule hereto.
(D)
The Vendor is desirous of selling and the Purchaser is desirous of purchasing the
Property free from all charges and encumbrances on an as is where is basis with
vacant possession *and with the fixtures and fittings contained as stated in the
inventory list as annexed hereto in Annexure 1 hereto at the price stipulated in
Section 7(a) of the First Schedule hereto (Purchase Price) but subject to
such conditions and restrictions-in-interests in the title imposed by the Appropriate
Authorities on the said Property whether express or implied for the consideration
and on the terms and subject to the terms and conditions hereinafter appearing.
(E)
*The Vendor has elected not to be represented / The Vendor is represented by the
solicitors whose particulars are stated in Section 8 of the First Schedule hereto
(hereinafter referred to as the Vendors Solicitors) and *the Purchaser has
elected not to be represented / the Purchaser is represented by the solicitors whose
particulars are stated in Section 9 of the First Schedule hereto (hereinafter referred
to as the Purchasers Solicitors).
DEFINITIONS
1.1
Agreement
Appropriate
Authorities
Balance
Deposit
Balance
Purchase
Price
Business
Day
Chargee
Completion
Date
: means:
(a)
()
*months/days
from
the
Unconditional Date, subject to an automatic
extension of ( )*months/days
provided always that the Purchaser shall pay the
Vendor interest at the rate of percent
(%) per annum on the Balance Purchase
Price or any part thereof which remains
outstanding as at the expiry of the said
() *months/days period, calculated on a
daily basis from the date falling immediately
after () *months/days from the
Unconditional Date until the date of full payment
of the Balance Purchase Price or any part thereof
that remains outstanding, including all interest
thereon; or
(b)
Consent to
Transfer
Deposit
DGIR
Differential
Sum
Earnest
Deposit
Financier
Land
Registry
Memorandu
m
of Transfer
Month
NLC/Natio
nal
Code
Land
Parties
Property
Purchase
Price
Purchaser
Purchasers
Solicitors
Ringgit
Malaysia
RM
RPGT Act
: means the Real Property Gains Tax Act 1976 (Act 169);
State
Authority
*Issue
Document of
Title/Strata
Title to the
Property
Uncondition
al Date
Vendor
Vendors
Solicitor
1.2
1.3
words denoting one gender include all other genders and words
denoting the singular include the plural and vice versa;
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
The Recitals and Schedules of this Agreement shall have effect and be
construed as an integral part of this Agreement but in the event of any
conflict or discrepancy between any of the Recitals, Schedules and/or
(b)
1.4
The headings and sub-headings in this Agreement are inserted merely for
convenience of reference and shall be ignored in the interpretation and
construction of any of the provisions herein contained.
2.
2.1
2.2
(ii)
(iii)
(ii)
(iii)
3.
3.1
The Purchase Price shall be paid by the Purchaser to the Vendor in the
following manner:*If Earnest Deposit and Balance Deposit Paid
(a)
the Purchaser has prior to the date of this Agreement paid to the
Vendor the Earnest Deposit for the Property the receipt of which the
Vendor hereby acknowledges, and in the event of completion of the
sale and purchase herein, such sum shall be part payment towards
the Purchase Price;
(b)
(c)
and purchase herein, such sum shall be part payment towards the
Purchase Price; and
(b)
4.
CONDITION PRECEDENT
4.1
4.2
Where the Purchaser and/or the Vendor (as the case may be) is, pursuant
to the Second Schedule hereto, obliged to fulfil a Condition(s) Precedent,
the Purchaser and/or Vendor (as the case may be) shall at his/her/its own
cost and expense and within ()*Business Days/Days from the
date of this Agreement, do all such acts, deeds and things and complete,
execute and submit all such applications, forms, instruments and
documents whatsoever as may be necessary to fulfil such Condition(s)
Precedent by the relevant CP Period, Extended CP Period or Further
Extended CP Period (as applicable). The Purchaser and/or the Vendor (as
the case may be) shall forward a true, legible and complete copy of each
of all applications, forms, instruments, documents, letters of approvals and
any other correspondences and documents in respect of the Condition(s)
Precedent to be fulfilled by the Purchaser and/or the Vendor (as the case
may be) to the Vendor or the *Vendors Solicitors/Purchasers Solicitors or
the Purchaser or the *Purchasers Solicitors/Vendors Solicitors (as the case
may be) within ()*Business Days/Days of the Purchasers
receipt of the same.
4.3
4.4
In the event that any Condition(s) Precedent has not been fulfilled by or
before the expiry of the Extended CP Period and the Parties hereto fail to
mutually agree to a Further Extended CP Period, each of the Parties shall
be entitled to terminate this Agreement by prior written notice to the
other. In the event of such termination, this Agreement shall lapse and be
deemed to be null and void and of no effect, and none of the Parties
hereto shall thereafter have any claim against the other Party hereto.
Only where such failure to fulfil the Condition(s) Precedent and consequent
termination is not due to reasons attributable to the Purchaser and/or the
Vendor, the Vendor shall refund to the Purchaser the Deposit (if already
fully paid to and received by the Vendor) free of any and all interest
whatsoever.
5.
5.1
In the event the Purchaser obtains a loan or other facility (Loan) from
the Financier to enable the Purchaser to complete the purchase of the
Property from the Vendor, and provided that:
(a)
the Purchaser shall have obtained approval for the Loan from
Financier and shall have delivered to the Vendor and/or
*Vendors Solicitors/Purchasers Solicitors a true, legible
complete copy of a valid and binding letter of offer from
Financier duly accepted by the Purchaser;
the
the
and
the
(b)
(c)
(d)
the Purchaser has paid to the Vendor and the Vendor has received
in full the Differential Sum;
Completion of the sale and purchase of the Property shall take place on
the Completion Date which shall be the date upon which the Purchaser
shall pay or cause to be paid to the Vendor the Balance Purchase Price in
immediately available funds without any deductions, set off, claims or
counter claims, which sum shall be deemed paid upon the Vendors or the
*Vendors Solicitors/Purchasers Solicitors receipt of a cashiers order or a
bank draft for the Balance Purchase Price from the Purchaser and/or the
Financier (as the case may be) or upon the Vendors or the *Vendors
Solicitors/Purchasers Solicitors receipt of written confirmation from its
bank that the entire amount of the Balance Purchase Price has been
credited into its account in immediately available funds free and clear
from all deductions, set offs, claims or counter claims.
5.3
5.4
In the event the Purchaser shall be paying the Balance Purchase Price out
of its own funds, the parties hereby agree that :(a)
(b)
(c)
(d)
5.5
5.1
the Purchaser shall have obtained approval for the Loan from
Financier and shall have delivered to the Vendor and/or
*Vendors Solicitors/Purchasers Solicitors a true, legible
complete copy of a valid and binding letter of offer from
Financier duly accepted by the Purchaser;
the
the
and
the
(b)
(c)
(d)
the Purchaser has paid to the Vendor and the Vendor has received
in full the Differential Sum;
(e)
(g)
The Vendor undertakes that the Vendor shall forthwith redeem the
Property from the Chargee and for this purpose the Vendor hereby
authorises the *Vendors Solicitors/Purchasers Solicitors obtain the
Redemption Statement from the Chargee on the Vendors behalf
and the parties hereto further authorise the *Vendors
Solicitors/Purchasers Solicitors to utilize part of the Balance
Purchase Price to pay the Redemption Sum to the Chargee and to
attend to the discharge and the release of the original *Issue
Document of Title/Strata Title to the Property, the Duplicate Charge
to the Charge and such other documents in the Chargees custody
required to attend to the discharge of the Charge by the Chargee
and the valid and registrable withdrawal of private caveat from for
the withdrawal of the Chargees private caveat to the Property
(hereinafter all are collectively referred to as the Discharge
Documents) from the Chargee to the Vendors and the release of
the Discharge Documents by the *Vendors Solicitors/Purchasers
Solicitors to the *Purchasers Solicitors/Purchasers Financiers
Solicitors.
(h)
(i)
The Vendor hereby acknowledges agrees and confirms that the payment
and remittance of such Redemption Sum to the Lender by the *Vendors
Solicitors/Purchasers Solicitors on the Vendors behalf shall be towards
account of the Balance Purchase Price of the Property up to the portion of
the Redemption Sum paid.
5.3
In the event the Purchaser shall be paying the Balance Purchase Price out
of their own funds, the parties hereby agree that :(a)
(b)
(c)
(d)
(e)
6.1
The Vendor shall simultaneously with the execution of this Agreement sign
a valid Memorandum of Transfer and the relevant forms for stamp duty and
deliver the same to the *Purchasers Solicitors / Vendors Solicitors for
immediate submission to the Collector of Stamp Duties for adjudication of
ad valorem stamp duty payable thereon.
6.2
In the event the Purchaser does not obtain the Loan from the
Purchasers Financier, to present the Memorandum of Transfer for
registration at the relevant Land Registry upon full payment of the
Balance Purchase Price and late payment interest (if any) to the
*Vendors Solicitors/Purchasers Solicitors, as stakeholders, in
accordance with the terms herein contained; and
(b)
In the event that the Purchaser obtains the Loan from the
Purchasers Financier, to release the Memorandum of Transfer to the
Purchasers Financiers solicitors for registration at the relevant Land
Registry upon the *Vendors Solicitors/Purchasers Solicitors receipt
of the original of the Purchasers Financiers letter of undertaking
addressed to the Vendor to release the Loan to the Vendor in
accordance with the terms of this Agreement and by or before the
Completion Date and the Differential Sum, if any.
7.
7.1
The Vendor hereby warrants, covenants and undertakes with the Purchaser
as follows :(a)
that the recitals which form part of this Agreement are true and
correct and all material information has been given to the
Purchaser;
(b)
right, power and authority to enter into this Agreement and perform
the transactions contemplated hereby;
(d)
this Agreement has been duly executed and delivered by the Vendor
and constitutes the valid and binding obligations of the Vendor,
enforceable against the Vendor in accordance with the terms hereof;
(e)
this Agreement has been duly executed and delivered by the Vendor
and constitutes the valid and binding obligations of the Vendor,
enforceable against the Vendor in accordance with the terms
thereof;
(e)
*(f)
that the Vendor has not prior to the date hereof agreed to sell the
Property nor granted any option or the right of first refusal to any
person and in the event of such agreement, that the Vendor has
lawfully terminated and/or revoked the same. The Vendor has not
granted any power of attorney to any person, corporation or body
corporate or unincorporate in respect of the Property;
(g)
(h)
that *save for the existing Charge in favour of the Chargee (if the
Property is encumbered), the Property is not subject to any
encumbrances, caveats or prohibitory orders as at the date hereof
and the Vendor shall not charge transfer assign encumber or
howsoever deal with the Property from the date hereof;
(i)
(j)
that the Vendor has fully settled all outstanding outgoings in respect
of the Property and shall continue to do so until the date of delivery
of vacant possession of the Property to the Purchaser;
7.2
(k)
that the Vendor has the legal capacity to enter into this Agreement
and that in doing so the Vendor(s) will not contravene any law nor
breach any contractual obligation on the Vendors part;
(l)
that as at the date hereof, the Property is not subject to any actual
or intended acquisition proceedings;
(m)
(n)
(o)
that the redemption sum due to the Chargee as at the date of this
Agreement is less than the Balance Purchase Price.
The Vendor hereby warrants, covenants and undertakes with the Purchaser
as follows :*Where the Purchaser is an individual
(a)
the Purchaser is legally competent to execute, deliver and perform
the terms of and all his obligations under this Agreement, and has
full right, power and authority to enter into this Agreement and
perform the transactions contemplated hereby;
(b)
(c)
(c)
The parties acknowledge that the Vendor and the Purchaser have agreed
to enter into this Agreement on the basis of and in full reliance upon the
aforesaid representations, covenants, warranties and declarations which is
true and correct in all respects. It is hereby agreed that in the event that
there is a breach of the representations, covenants or warranties
contained, in Sections 7.1 and 7.2 respectively, the party who is in breach
of the representations, covenants or warranties (hereinafter referred to as
the Default Party) shall (if such breach can be remedied) rectify the said
breach within seven (7) Business Days of the Default Partys solicitors
request requiring such rectification. The Default Party further agrees to
indemnify the other party and keep the other party fully indemnified
against all damages losses proceedings actions expenses and/or claims
whatsoever which the other party may suffer by reason of or arising out of
any breach of the declarations and representations herein.
8.
8.1
8.2
In the event that the Vendor fails to deliver the vacant possession of the
Property to the Purchaser in accordance with the provisions of this section,
the Vendor shall pay to the Purchaser interest calculated at percent
(%) per annum on the Purchase Price calculated on a daily basis until
the date that the Vendor delivers the vacant possession of the Property to
the Purchaser.
8.3
8.4
In the event that the Property is only destroyed partially prior to the
delivery of the vacant possession, the Vendor shall at its/their own cost
and expense restore the Property to the same condition, state, nature and
character as at the date of inspection of the Property by the Purchaser.
8.5
For the purpose of this Agreement, risks in the Property shall pass to the
Purchaser on the date of delivery of vacant possession of the Property by
the Vendor to the Purchaser.
9.
9.1
(b)
(c)
9.3
third party or any Prohibitory Order AND PROVIDED THAT SUCH lodgment
of caveat or Prohibitory Order is not attributable to the Purchaser or the
Purchasers Financier, the Purchaser shall delay the completion of the sale
and the Purchaser shall not be liable to pay the Vendor any interest on the
Balance Purchase Price or loss or damage arising from any delay in
completing the sale until the Vendor resolve the problem affecting
registration of the Property in the name of the Purchaser within
() *months/days from the date of receipt of notification of such
encumbrance(s), failing which, the Purchaser at his/her/their absolute
discretion may exercise any of the following options :(i)
(ii)
proceed with the completion of the sale in which event the Vendor
shall bear and pay the cost and expenses reasonably incurred by
the Purchaser to remove the encumbrance preventing registration
of the Memorandum of Transfer.
10.1
In the event that the Purchaser shall have performed and observed all
his/her/its obligations herein stated but the Vendor shall fail to complete this
transaction the Purchaser shall be entitled at his/her/its option to :(a)
(b)
11.1
(b)
12.
APPORTIONMENT
OUTGOINGS
OF
QUIT
RENT,
ASSESSMENT
AND
OTHER
12.1
It is hereby agreed by the Vendor and the Purchaser that the payment of
the quit rent, assessment rates, taxes, Indah Water Konsortium charges
and all other outgoings in respect of the Property shall be apportioned
between the parties hereto as at the date that the vacant possession of
the Property is delivered to the Purchaser.
12.2
All electricity, water and telephone charges in respect of the Property shall
be fully settled by the Vendor prior to the date of handing over of vacant
possession of the Property to the Purchaser and copies of the duly settled
bills shall be forwarded to the *Purchasers Solicitors/Vendors Solicitors.
12.3
The Purchaser shall reimburse the Vendor with any deposits paid by the
Vendor to the management which are transferable to the Purchaser
provided the Purchaser or the *Purchasers Solicitors/Vendors Solicitors are
furnished with documentary evidence of the Vendors depositing such sums
with the management.
13.
13.1
14.
GOVERNMENT ACQUISITION
14.1
14.2
in the event the Vendor proceed with the sale and purchase in
accordance with the terms and conditions herein (in which event the
Purchaser shall not be entitled to any reduction in the Purchase
Price), the Vendor shall also notify the Government or other authority
of the Purchasers interest in the Property. In the event the Purchaser
elects to continue with the sale and purchase therein, the Purchaser
shall within () *months/days of receipt of the Vendors
notice forward his/her/their notice of election to continue to the
Vendor and shall thereafter be entitled to compensation paid or to be
paid by the acquiring authority and attend all inquiries and raise any
objection and/or appeal against any decision made by the acquiring
authority in respect of such acquisition.
14.3
15.
16.
16.1
Each party shall bear its own Solicitors fees and costs but the stamp
duties registration fees and other charges incidental to this Agreement
and the Memorandum of Transfer shall be borne solely by the Purchaser.
16.2
The costs and expenses towards the preparation and completion of the
Discharge of Charge from the Chargee shall be borne by the Vendor.
17.
NOTICE
17.1
hand or courier;
17.2
(b)
(c)
facsimile transmission.
(b)
(c)
18.
TIME OF ESSENCE
18.1
19.
BINDING EFFECT
19.1
20.
ENTIRE AGREEMENT
20.1
(b)
(c)
21.
EFFECTIVE DATE
21.1
This Agreement shall take effect from the date first herein above entered,
irrespective of the diverse dates upon which the respective parties may
have executed this Agreement.
22.
AGREEMENT IN COUNTERPARTS
22.1
(b)
all of which, taken together, shall constitute one and the same
instrument; and
(c)
23.
AMENDMENTS
23.1
24.
SEVERABILITY
24.1
25.
NON-WAIVER
25.1
Knowledge or acquiescence by any party of, or in, any breach of any of the
provisions of this Agreement shall not operate as, or be deemed to be, a
waiver of such provisions and, notwithstanding such knowledge or
acquiescence, such party shall remain entitled to exercise its rights and
remedies under this Agreement, and at law, and to require strict
performance of all of the provisions of this Agreement.
26.
26.1
(b)
(c)
27.
FURTHER ASSURANCE
27.1
Each party has entered in to this Agreement in good faith and shall give all
such assistance and information to the other party and execute and do
and procure all other necessary person or companies, if any, to execute
and do all such further acts, deeds, assurance and things as may be
reasonably required so that full effect may be given to the terms and
conditions of this Agreement.
28.
28.1
It is hereby declared by the Vendor and the Purchaser that this Agreement
shall not create any form of partnership whatsoever between them and
nothing in this Agreement shall be construed to make any party hereto the
partner, representative or agent of any other party and neither party shall
hold
himself/herself/themselves
out
or
represent
himself/herself/themselves to be a partner, representative or agent of the
other party hereto not shall any party be liable for or bound by any act
commission of the other party.
IN WITNESS WHEREOF the Parties hereto have hereunto set their hands and
affixed their seals the day and year first above written.
*Vendor (individual(s))
Signed by
the Vendor whose name(s) and
particulars are set out in Section 2 of the
First Schedule hereto
In the presence of:
*Vendor (company - execution by hand)
Signed for an on behalf of
the Vendor whose name an
particulars are set out in Section 2 of the
First Schedule hereto
In the presence of:
*Vendor (company - execution by common seal)
The Common Seal of
the Vendor whose name an
particulars are set out in Section 2 of
the First Schedule hereto was hereunto
affixed in accordance with its
constitution
In the presence of:
.
Director
Name:
*NRIC/Passport No.:
*Purchaser (individual(s))
.
*Director/Secretary
Name:
*NRIC/Passport No.:
Signed by
the Purchaser(s) whose name(s) and
particulars are set out in Section 3 of the
First Schedule hereto
In the presence of:
*Purchaser (company - execution by hand)
Signed for an on behalf of
the Purchaser whose name and
particulars are set out in Section 3 of the
First Schedule hereto
In the presence of:
.
Director
Name:
*NRIC/Passport No.:
.
*Director/Secretary
Name:
*NRIC/Passport No.:
FIRST SCHEDULE
(To be taken read and construed as an integral part of this Agreement)
Secti
on
Description
Particulars
Date of this
Agreement:
Particulars
of
the
Vendor:
Particulars
of
the
Purchaser:
Description
of the
Property:
*Lot/P.T.
No.:
*Bandar /
Pekan /
Mukim:
District:
State:
measuring
approximat
ely
in
total
area.
Tenure
Particulars
of
Private caveat(s):
Secti
on
Description
Particulars
encumbranc Name of
Charge(s):
Name of
the
*Applicable /Not Applicable
Chargee:
Date
of
creation:
Registrati
on no.:
Other encumbrances:
Existing
Category of Land Use:
conditions
of
or
affecting
the title to
the
Property:
Restriction(s) in Interest:
Express Condition(s):
(a) Purchase
(RM) Only
Price
of
the
Property:
Secti
on
Description
Particulars
(b) Earnest
Deposit:
(c) Balance
Deposit:
(d) Deposit
(RM) Only
(e) Balance
Purchase
Price:
(RM) Only
Particulars
of the
Purchasers
Solicitors:
Name:
Address:
Particulars
of the
Vendors
Solicitors:
Name:
Address:
SECOND SCHEDULE
(To be taken read and construed as an integral part of this Agreement)
CONDITION(S) PRECEDENT
This Agreement is subject to and conditional upon the following conditions, whichever may be applicable, being fulfilled by
the relevant CP Period or Extended CP Period or Further Extended CP Period specified below (as applicable):
Sectio
n
1
Condition
Responsible
Party
Vendor, at its
own cost
CP Period / Extended CP
Period / Further
Extended CP Period
Status
(Applicable / Not
Applicable)
Within
()
*months/days from the
date of this Agreement
(CP
Period),
failing
which the CP Period shall
be automatically extended
for a further period of
()
*months/days
(Extended CP Period).
*Applicable / Not
Applicable
Any
further
extensions
thereafter
shall
be
mutually
agreed
upon
between the Parties hereto
in
writing
(Further
Extended CP Period).
Date of Expiry of
CP Period:
Date of Expiry of
Extended
CP
Period:
Sectio
n
Sectio
n
2
Condition
Responsible
Party
CP Period / Extended CP
Period / Further
Extended CP Period
Condition
Responsible
Party
CP Period / Extended CP
Period / Further
Extended CP Period
If:
(a)
(a)
(b)
Vendor, at his
own cost
Vendor, at his
own cost
Purchaser, at
his own cost
Within
()
*months/days from the
date of this Agreement
(CP
Period),
failing
which the CP Period shall
be extended for such
further period(s) as may
be mutually agreed upon
between the Parties hereto
in writing (Extended CP
Period
or
Further
Extended CP Period, as
the case may be, and
where applicable).
Status
(Applicable / Not
Applicable)
Status
(Applicable / Not
Applicable)
*Applicable / Not
Applicable
*Applicable / Not
Applicable
*Applicable / Not
Applicable
Date of Expiry of
CP Period:
Sectio
n
Condition
Responsible
Party
CP Period / Extended CP
Period / Further
Extended CP Period
Status
(Applicable / Not
Applicable)
Date of Expiry of
Extended
CP
Period:
Purchaser, at
his own cost
Within
()
*months/days from the
date of this Agreement
(CP
Period),
failing
which the CP Period shall
be extended for such
further period(s) as may
be mutually agreed upon
between the Parties hereto
in writing (Extended CP
Period
or
Further
Extended CP Period, as
the case may be, and
where applicable).
*Applicable / Not
Applicable
Date of Expiry of
CP Period:
Date of Expiry of
Extended
CP
Period:
*ANNEXURE 1
(To be taken read and construed as an integral part of this Agreement)
INVENTORY LIST