Sale and Purchase Agreement - With Title
Sale and Purchase Agreement - With Title
Sale and Purchase Agreement - With Title
BETWEEN
AND
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AN AGREEMENT is made on the day stated in part I of the first schedule hereto
BETWEEN the person named in part II of the first schedule hereto (hereinafter
referred to as the vendor) of the one part AND the person named in part III of the
first schedule hereto (hereinafter referred to as the purchaser) of the other part.
WHEREAS
A. The vendor is the registered proprietor of all that piece of land together with a
building erected thereon more particularly described in part IV of the first
schedule (which land and building shall hereinafter be collectively referred to as
the property).
C. The vendor has agreed to sell and the purchaser has agreed to purchase the
property on an as is where is basis and subject to the express conditions and
restrictions-in-interest affecting the title to the property, the particulars of which
are set out in part VI the first schedule hereto but otherwise free from all
encumbrances whatsoever and with vacant possession at a total purchase
price stipulated in part VII of the first schedule hereto (hereinafter referred to as
the total purchase price) upon the terms and conditions hereinafter contained.
E. Messrs , advocates & solicitors of are the solicitors acting for the
purchaser (hereinafter referred to as the purchaser’s solicitors).
F. Messrs , advocates & solicitors of are the solicitors acting for the
vendor (hereinafter referred to as the vendor’s solicitors).
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Sale and purchase agreement between
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Sale and purchase agreement between
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3. Execution of transfer
(a) The parties hereto shall simultaneously with the execution of this
agreement execute a memorandum of transfer (in form 14A of the
National Land Code 1965) in favour of the purchaser and deposit the
same with the purchaser’s solicitors as stakeholders who shall at the
appropriate time stamp the same and effect the registration of the
property to the purchaser, upon:-
(i) Full payment of the purchase price; or
(ii) In the event the purchaser intends to apply for the loan from the
purchaser’s financier to part finance the purchase of the property,
and if the purchaser’s financier granting the loan requires that the
memorandum of transfer be first presented for registration with the
relevant land registry before the disbursement of the loan then:-
(1) The purchaser shall have paid the difference between the
balance of the purchase price and the actual amount of the
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(b) Simultaneously with the execution of this agreement the vendor shall
forward to the purchaser’s solicitors certified true copies of the current quit
rent and assessment receipts for the property.
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(b) The vendor hereby undertakes with the purchaser that in the event the
redemption sum exceeds the amount of the balance purchase price, the
vendor shall deposit the shortfall with the vendor’s solicitors within three
days of the vendor’s receipt of notification of the same from the vendor’s
solicitors.
5. Delivery of documents
Upon the vendor’s financier’s receipt of the redemption sum, the vendor shall
deliver or procure the delivery of the vendor’s documents from the vendor’s
financier and deliver the same to the purchaser’s solicitors or the purchaser’s
financiers solicitors, as the case maybe.
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(d) To release the balance purchase price less the sums referred to in (a), (b)
and (c) above to the vendor after fourteen days from the date of
presentation for registration of the memorandum of transfer in favour of
the purchaser at the relevant land office SUBJECT ALWAYS to the
delivery of vacant possession of the property to the purchaser in
accordance to clause 9 herein.
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(d) In the event no tax is payable by the vendor, the vendor is hereby
authorise to liaise with the Director-General of Inland Revenue for the
refund of the 2% upon receipt of the certificate of clearance.
8. Caveats
(a) Upon execution of this agreement, the vendor hereby irrevocably agrees
and consents to the purchaser lodging a private caveat over the property
to protect his registrable interest over the property PROVIDED ALWAYS
THAT in the event this agreement is lawfully terminated for any reason
whatsoever, the purchaser shall forthwith remove such caveat/s lodged by
the purchaser at his own cost and expense.
(b) Simultaneous with the execution of the entry of private caveat forms by
the purchaser, the purchaser shall also execute the withdrawal of private
caveat (in form 19G of the National Land Code 1965) (hereinafter referred
to as the withdrawal of private caveat) and deposit the withdrawal of
private caveat together with the requisite registration fee with the
purchaser's solicitors and the purchaser’s solicitors shall be irrevocably
authorised by the purchaser to present the withdrawal of private caveat at
the relevant land office for registration upon the lawful termination of this
agreement.
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Sale and purchase agreement between
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(c) The vendor hereby expressly agree and confirm that any risks in respect
of the property shall pass to the purchaser only as from the date the
vendor deliver vacant possession of the property to the purchaser.
(d) In the event that the vendor is unable to deliver vacant possession of the
property to the purchaser after the expiry of the delivery date, the vendor
shall pay to the purchaser an agreed interest on the purchase price at the
rate of 8% per annum to be calculated on daily basis from the delivery
date to the date of actual delivery of vacant possession by the vendor to
the purchaser being the penalty on the late delivery of vacant possession
of the property. The vendor’s solicitors are hereby authorised by the
parties hereto to deduct form the balance purchase price such sum
sufficient for payment of such penalty.
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AND THEREAFTER the sale and purchase of the property hereunder shall be
deemed to be mutually rescinded and thereafter, this agreement shall be
deemed null and void and of no further effect and neither party shall have any
claim against the other hereunder save in respect of any antecedent breach of
this agreement and the vendor shall be at liberty to sell or otherwise deal with
the property in such manner and to and with such persons as the vendor shall
deem fit without tendering or offering the property to the purchaser.
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AND THEREAFTER the sale and purchase of the property hereunder shall be
deemed to be mutually rescinded and this agreement shall be deemed null and
void and of no further effect and neither party shall have any claim against the
other hereunder save in respect of any antecedent breach of this agreement
and the vendor shall be at liberty to sell or otherwise deal with the property in
such manner and to and with such persons as the vendor shall deem fit without
tendering or offering the property to the purchaser .
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15. Acquisition
(a) The vendor hereby warrants and undertakes with the purchaser that as at
the date of the execution of this agreement there has not been any
acquisition of the property or any part thereof and that the same is not
subject to any acquisition or intended acquisition by any governmental
statutory urban or municipal authority and that no advertisement in the
government gazette of such intention has been published pursuant to the
Land Acquisition Act 1960 or any amendment re-enactment or re-
certification thereof (hereinafter referred to as the act).
(b) In the event of any governmental statutory, urban or municipal authority
acquiring or exercising any rights or taking any steps under the act and/or
any other legislation to acquire the property or any part thereof for any
purpose whatsoever between the date of this agreement and the
completion date or the extended completion date as the case may be, the
purchaser shall be lawfully entitled to EITHER :-
(i) Continue with and complete this agreement in which event the
purchaser shall not be entitled to any reduction of the total purchase
price PROVIDED ALWAYS THAT the vendor shall immediately
notify the relevant authority of the purchaser's interest in the property
and the terms of this agreement. Any compensation payable under
such acquisition shall belong to the purchaser as and when the
same shall be paid provided that there is no termination of the
agreement and provided further that the purchaser shall have paid in
full the total purchase price in accordance with and in the manner
provided for in this agreement. The vendor shall in all matters
concerning such acquisition at the cost and expense of the
purchaser, take such steps as may be reasonably expected of the
vendor to secure the best compensation payable; OR
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(c) The vendor hereby undertakes to give a notice in writing to the purchaser
immediately upon receipt of any notice of the acquisition of the property or
part thereof and the purchaser shall be entitled by notice in writing served
on the vendor within fourteen days from the date of receipt of such notice
from the vendor to exercise the option referred to in clause (b) herein.
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(b) The vendor further covenants warrants and undertakes to and with the
purchaser that all warranties and undertakings on their part herein
contained will be true and correct on the completion date or extended
completion date in all respects as if they had been entered into afresh at
completion.
(c) Notwithstanding the completion of the sale and purchase hereunder, all
covenants, warranties, undertakings and obligations given hereunder or
undertaken shall continue hereafter to subsist until the date of registration
of the memorandum of transfer.
(d) The vendor will keep indemnified the purchaser against all actions,
proceedings, damages, penalties, costs, claims and demands by reason
of or on account of any breach or misrepresentation or non-fulfilment of
the representations, warranties and covenants set forth in clause 16.1
hereof or any of them.
(e) It is hereby agreed that in the event there is a breach of any of the above
representations, warranties, undertakings and covenants, the vendor
shall, without prejudice to the purchaser’s rights under this clause and to
all other recourse in law, rectify the breach within fourteen days of their
receipt of the purchaser’s notice requiring such rectification (or any
extension as shall have been granted by the purchaser in writing) failing
which, unless otherwise agreed in writing by the parties herein or
rectification thereof cannot be effected due to reason(s)/causes(s)
absolutely beyond the vendor’s control, the provisions of clause 12 hereof
shall immediately be applicable. Pending rectification of the breach by the
vendor, all the purchaser’s obligations under this agreement to be
performed within the completion period or the extended completion period
shall be suspended.
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(b) The purchaser will keep indemnified the vendor against all actions,
proceedings, damages, penalties, costs, claims and demands by reason
of or on account of any breach or misrepresentation or non-fulfilment of
the representations, warranties and covenants set forth in clause 17(a)
hereof or any of them.
18. Time
Time, wherever mentioned herein is of the essence of this agreement.
19. Costs
(a) Each party shall bear its own solicitors' costs in respect of the sale and
purchase hereunder.
(b) The purchaser shall bear the expenses of all stamp and registration fees
together with such other disbursements of and incidental to this
agreement and the memorandum of transfer.
(c) The vendor shall bear the expenses of all stamp and registration fees
together with such other costs (including solicitors' costs) and
disbursements of and incidental to the discharge of charge, the withdrawal
of private caveat mentioned in clause 4(a)(ii) above and change of
name/vesting order (if applicable).
20. Notice
(a) Any notice or communication requiring to be served hereunder shall be in
writing and may be delivered, given or sent by:-
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(i) Hand; or
(ii) Prepaid registered post; or
(iii) Telex, facsimile transmission or other instantaneous electronic
media and any such notice and communication given shall be
deemed to have been duly served upon and received by the
addressee:-
(1) If delivered by hand prior to 5.00 p.m. on a working day, at the
time of delivery or, if delivered by hand at any other time, at
9.00 a.m. on the next working day following the date of such
delivery; or
(2) If sent by prepaid registered post, within seven days of
dispatch; and
(3) If transmitted by way of telex, facsimile transmission or other
instantaneous electronic media prior to 5.00 p.m. on a working
day, at the time of transmission, or if transmitted by way of
telex, facsimile transmission or other instantaneous electronic
media at any other time, at 9.00 a.m. on the next working day
following the date of such transmission.
(b) In proving the giving of a notice or any other document under or in respect
of this agreement it shall be sufficient to show:-
(i) In the case of prepaid registered post, that the notice or other
document was duly addressed and posted; or
(ii) In the case of telex, facsimile transmission or other instantaneous
electronic media, that the notice or other document was duly
transmitted from the dispatching terminal as evidenced by a
transmission report generated by the dispatching terminal.
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change in address over which the other party has no actual knowledge of
at the time the act or thing was done or carried out.
21. Knowledge/acquiescence
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.
22. Severability
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 only and
shall not invalidate or render illegal, void or unenforceable any other term,
condition, stipulation, provision, covenant or undertaking herein contained.
23. Waiver
No delay or failure by any of the parties to exercise or enforce at any time any
right or provision of this agreement shall be considered a waiver thereof, unless
made in writing. No single waiver shall constitute a continuing or subsequent
waiver.
24. Variation
It is hereby expressly agreed and declared by the parties hereto that
notwithstanding any of the provisions of this agreement to the contrary, the
provisions and terms of this agreement may at any time and from time to time
be varied or amended by mutual consent of the parties hereto by means of
mutual exchange of letters or such other means as the parties may agree upon
from time to time.
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26. Interpretation
In this agreement unless there is something in the subject or context
inconsistent with such construction or unless it is otherwise expressly
provided:-
(a) The expression the vendor and the purchaser shall include their
respective successors in title and where two or more persons are included
in any of the aforesaid expressions this agreement binds such persons
jointly and severally.
(b) Words importing the masculine gender only includes the feminine and
neuter genders;
(c) Words importing the singular number only include the plural and vice
versa;
(d) Words applicable to human beings include any body of persons corporate
or incorporate; and
(e) The expression ‘days’ means Mondays to Saturdays and if a period of
days from the happening of an event or the doing of any act or thing is
done shall be deemed to be inclusive of the day on which the event
happens or the act or thing is or is required to be done and if the last day
of the period is a Sunday or a public holiday in the state of Selangor
and/or federal territory of Kuala Lumpur (hereinafter referred to as the
excluded day) the period shall include the day next following which is not
an excluded day.
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Sale and purchase agreement between
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IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day
and year first above written.
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Sale and purchase agreement between
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FIRST SCHEDULE
3. Restrictions-in-interest Nil
VII Total purchase price Ringgit Malaysia (RM ) only
VIII a) Completion period Ninety days from the date of this agreement subject
always to the provisions of clause 2.4 herein.
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SECOND SCHEDULE
(i) The sum of Ringgit Malaysia (RM ) only shall be paid by the
purchaser directly to the vendor prior to the execution of this agreement as
earnest deposit and towards account of the total purchase price (hereinafter
referred to as the earnest deposit), the receipt of which the vendor hereby
acknowledge receipt.
(ii) The sum of Ringgit Malaysia (RM ) only shall be paid upon the
execution of this agreement by the purchaser to the vendor as the balance
deposit and towards account of and as part payment of the total purchase
price (hereinafter referred to as the balance deposit), the receipt of which
the vendor hereby acknowledge receipt. For avoidance of doubt Ringgit
Malaysia (RM ) only from the balance deposit shall be forwarded
by the purchaser’s solicitors to Director-General of Inland Revenue for
purpose of payment of real property gains tax in accordance to clause
Error: Reference source not found hereof. [The Earnest deposit and the
balance deposit shall hereinafter collectively be referred to as the deposit].
(iii) The sum of Ringgit Malaysia (RM ) only shall be paid/procured
to be paid by the purchaser to the vendor’s solicitors as stakeholders on or
before the expiry of the completion period or the extended completion
period as the case may be (hereinafter referred to as "the balance purchase
price").
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