SALE AND PURCHASE AGREEMENT Sample
SALE AND PURCHASE AGREEMENT Sample
AN AGREEMENT made the day and year stipulated in Section 1 of the First
Schedule hereto Between the party whose name and description are stipulated in
Section 2 of the First Schedule hereto [hereinafter referred to as “the Vendor”] of the
one part and the party whose name and description are stipulated in Section 3 of the
First Schedule hereto [hereinafter referred to as “the Purchasers”] of the other part.
RECITALS: -
A. The Vendor is the registered owner of the parcel of land more particularly
described in Section 4 of the First Schedule hereto together with the Building
described in Section 5 of the First Schedule hereto erected thereon [which said Land
and Building shall hereinafter be collectively referred to as “the said Property”];
C. The Vendor has agreed to sell to the purchasers and the purchasers have
agreed to purchase from the Vendor the said Property together with all existing
fixtures and fitting on an “as is where is” basis which is free from all caveats, lien
charges and encumbrances with vacant possession (but subject to the conditions and
restrictions in interest, if any) and upon the terms and conditions hereinafter
appearing.
Simultaneously with the execution of this Agreement, the Vendor shall execute the
Memorandum of Transfer [hereinafter referred to as “the said Transfer”] together
with the current year quit rent and assessment receipts in favour of the Purchasers
and shall deposit the same with the Purchasers’ Solicitors who are authorised by the
parties hereto to proceed with the adjudication for stamp duty payable of the said
Transfer only as the case may be, until the Balance Purchase Price [as hereinafter
defined] has been paid.
3. CONDITIONS PRECEDENT
3.1 In the event that the said Property is subjected to the Restriction-in-interest
and/or any circumstances necessitate the making of an application to the relevant
state authority for its written consent to the transfer of the said Property to the
Purchasers, then the parties hereto hereby expressly agreed that this Agreement shall
be conditional upon the following being satisfied by the relevant party within Six (6)
Months from the date of this Agreement or such other period to be mutually agreed
between the parties hereto the Vendor obtaining such relevant authority’s consent or
approval in respect of the disposal and/or acquisition of the said Property to or by the
Purchasers; if applicable.
3.2 The Vendor and the Purchasers hereby irrevocably agree covenant and
undertake to each other to do all acts and submit all applications furnish all
information execute all instruments, deeds or documents and generally do all things
necessary for procuring and obtaining the consents/approvals as stipulated in Clause
3.1 above [hereinafter referred to as “the Relevant Consent/Approval”].
3.3 Subject to Clause 3.2 above, the Vendor or the Purchasers, as the case may be,
shall within Two (2) months from the date hereof, or such other period to be mutually
agreed between the parties hereto, apply to the relevant state authority for the
Relevant Consent/Approval.
3.4 In the event the Vendor shall wilfully delay in applying for the Relevant
Consent/Approval within the stipulated period, then without prejudice to any of the
Purchasers’ right and remedies to terminate this Agreement, it is hereby expressly
agreed by the parties hereto that any delay exceeding the respective period
stipulated above on the part of the Vendor shall be excluded from the computation of
the Completion Period or the Extended Completion Period, as the case may be.
3.5 The date on which the Conditions Precedent have been satisfied or waived by
the Purchasers or such other date as the parties may from time to time agree shall be
referred to as “the Unconditional Date”.
4.1.1 Pursuant to the said Act, the disposer shall file the CKHT 1A Form (in
respect of the
disposal) and CKHT 3 (for reasons that the disposal after five (5) years from
the date of acquisition or the disposer elect(s) to be exempted (for disposal of the
residential property) or the disposer receives no consideration for such disposal) and
the acquirer shall file CKHT 2A Form (in respect of the acquisition). Both parties
hereto covenant and undertake that they shall furnish all information necessary for
such filing within sixty (60) days from the date of execution of this Agreement in
order to obtain the Certificate of Non-Chargeability from the Director-General of
Inland Revenue of Malaysia in respect of the Property or certificate of clearance
under Section 21A of the Real Property Gains Tax Act 1976 or the Certificate of
Exemption, as the case may be.
(b) all quit rent rates assessments electricity and water charges and other
lawful outgoings due to the relevant authorities in respect of the said
Property by the Vendor and all conditions affecting the said Property
whether express or implied under any Act, Ordinance, Enactment,
Order, regulations, bye laws and directives have been duly complied
with by the Vendor and the Vendor shall not at any time hereafter do or
suffer to be done or omitted any act or thing in or in respect of the said
Property which may render the said Property or any part thereof liable
for forfeiture or attachment;
(c) there is no subsisting sale and purchase agreement or any other
agreements of whatsoever nature affecting or in respect of the said
Property or any part thereof between the Vendor and any third party or
parties;
(e) the Vendor is not in breach and shall not prior to the completion of the
sale herein commit any breach of any express or implied conditions of
title to the said Property;
(f) that there is no pending suit, legal proceedings or claim against the
Vendor which may affect in any way the rights of the Vendor to dispose
of the said Property;
(g) that save as disclose herein, the Vendorhas the absolute and unfettered
right to dispose of and/or sell and/or transfer the said Property to the
Purchasers.
5.2 The truth and correctness of the matter stated in the representations and
warranties as set out in Clause 5.1 above shall form the basis of the Purchasers’
commitment to purchase the said Property in accordance with the provisions of this
Agreement. If any such representation and/or warranty shall at any time before the
presentation of the said Transfer be found to have been incorrect in any material
aspect and/or if the Vendor shall fail to make full disclosure to the Purchaser of any
material particular concerning the said Property at the date of this Agreement then in
such event and notwithstanding anything to the contrary herein contained the
Purchasers shall have the right at their absolute discretion to terminate this
Agreement.
6 INSPECTION
The said Property is sold on a as is where is basis and shall be deemed to have
been inspected by the Purchasers and the Purchasers shall be deemed to have
purchased and accepted the same in the condition and state in which the same is at
the date hereof and the Purchasers shall not be entitled to rescind this Agreement or
to make any claim for compensation or reduction of the Purchase Price or claim any
damages in respect of the condition and state thereof unless the condition and state
of the said Property is substantially different at the date of completion compare to
the date of inspection.
7. PRIVATE CAVEAT
Simultaneously with the execution of this Agreement, the Vendor hereby
agrees to a private caveat being lodged by the Purchasers if it so desire against the
said Property to protect its interest PROVIDED ALWAYS that the Purchasers hereby
undertake to withdraw same in the event that this Agreement is lawfully terminated
by the Vendor due to the fault of the Purchasers. Further the Purchasers undertake
that prior to such private caveat being lodged the Purchasers shall execute a
Withdrawal of Private Caveat in escrow and deposit the same together with the
required fees and costs with the Purchasers’ Solicitors who are instructed to present
the same to the relevant Land Office for registration upon the Agreement herein
being terminated.
9.1 The Vendor shall deliver vacant possession of the Property to the Purchasers
within seven (7) days from date of receipt of the Balance Purchase Price together
with the Late Payment Interest, if any, and the apportionment of outgoings, pursuant
to Clause 3 hereof (hereinafter called “the Vacant Possession Date”).
9.2 The Vendor shall execute all relevant documents pertaining to the change of
name in respect of assessment, electricity and water charges with the relevant
authorities upon full payment of the Balance Purchase Price and interest (if any)
together the apportionment of outgoings and that the Purchaser’s Solicitors are not
obliged to render assistance in the said matter herein.
(b) subject to the full payment of the Purchase Price, the Purchasers shall be
absolutely entitled to the whole of the benefit of any arrangement made or
the whole amount of any monetary compensation awarded in respect of the
acquisition of the said Property under the Acquisition Act and the Vendor
shall do execute and sign all documents, acts and things on their part
necessary or expedient to enable the Purchasers to procure such
arrangement or compensation.
14. NON-REGISTRATION
In the event that the said Transfer cannot be registered for any reason
whatsoever or defect which cannot be rectified by the Vendor and/or the Purchasers
and the parties having exhausted all attempts to rectify the same, the Purchasers
shall be entitled to terminate the transaction herein whereupon the Vendor shall
forthwith refund to the Purchasers all monies (without interest thereon) paid by the
Purchasers to the Vendor pursuant to this Agreement within fourteen (14) days from
the date of such non-perfection in exchange for the return of the original title to the
Property together with all other related documents which were delivered to the
Purchaser’s Solicitors and the redelivery of vacant possession of the Property (if
applicable)failing which the Vendor shall pay to the Purchasers interest at the rate as
stipulated in Section 16 of the First Schedule hereto on all monies paid by the
Purchasers to the Vendor calculated on a day to day basis from the expiry of fourteen
(14) days of to the date of actual refund and thereafter this Agreement shall
terminate and be rendered null and void and neither party shall have any further
claims as against the other.
18. TIME
Time whenever mentioned shall be of the essence of this Agreement.
19. COSTS
19.1 Each party shall bear their own solicitors’ cost to the preparation and
execution of this Agreement.
19.2 All stamp duty and registration fees payable on this Agreement and the said
Transfer shall be paid by the Purchasers. The Purchasers 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 or
authorities in respect of this Agreement and/or the said Transfer.
19.3 The Vendor shall pay for the cost of the Discharge of Charge and all other costs
that are required of them to bear to complete the transfer of the said Property in
favour of the Purchasers and/or their nominees.
.
20. NO WAIVER
Knowledge or acquiescence by either party hereto of or in any breach of any of
the conditions or covenants herein contained shall not operate as or 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 right under this Agreement and to require strict performance by the other
of the terms and conditions herein.
21. NOTICE
21.1 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 his solicitors by post in a registered letter
addressed to the party to be served at his 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 times when such
registered letter would in the ordinary course be delivered; or
(b) if it is given by the party or his solicitors by way of despatched by hand
to the party to be served on his solicitors.
21.2 Any change of address by either party shall be communicated to the other.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and
year first abovewritten.
SIGNED by ]
the said Vendor ]
in the presence of: ]
SIGNED by ]
the said Purchasers ]
in the presence of: ]
FIRST SCHEDULE
(Which is to be taken, read and construed as an essential part of this Agreement)
Section Description Particulars
1 Date of this Agreement
7 Restriction-in-Interest
11 The Deposit