ORIGINAL DRAFT
FOR EDUCATION PURPOSE ONLY
Dated this day of
SALE AND PURCHASE AGREEMENT
Between
[Insert the name & NRIC No.]
(“Vendor”)
And
[Insert the name & NRIC No.]
(“Purchaser”)
[Insert Vendor’s Solicitors’
and Purchaser’s Solicitors’
details]
(1 mark)
ORIGINAL DRAFT
SALE AND PURCHASE AGREEMENT
THIS AGREEMENT is made the day and year stated in Section I of the First
Schedule hereto BETWEEN the party whose name(s) and description(s) are
stated in Section II of the First Schedule hereto (hereinafter called the “Vendor”)
of the one part AND the party whose name(s) and description(s) are stated in
Section III of the First Schedule hereto (hereinafter called the “Purchaser”) of the
other part.
RECITALS
(3 marks)
NOW THIS AGREEMENT WITNESSETH as follows:-
1. AGREEMENT TO SELL AND TO PURCHASE
(2 marks)
IN CONSIDERATION of the sum stated in Section II of the Second Schedule
hereto (“Purchase Price”) to be paid…
2. MANNER OF PAYMENT OF PURCHASE PRICE
(5 marks)
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3. EXECUTION OF DOCUMENTS FOR EFFECTING TRANSFER
(2 marks)
4. DEPOSITION OF ISSUE DOCUMENT OF TITLE AND ALL OTHER RELEVANT
DOCUMENTS
(3 marks)
5. PRESENTATION OF TRANSFER
The parties hereby authorise the Purchaser’s Solicitors to forward all the
relevant documents in the possession of the Purchaser's Solicitors to the said
Financier or its Solicitors for their action in presenting for registration the said
Transfer in favour of the Purchaser and the Charge in favour of the said
Financier upon full compliance of Clause 2. In the event the Purchaser’s
Solicitors or the Financier’s solicitors, as the case may be, fails to attend to the
presentation of the said Transfer within the aforesaid seven (7) days, the said
Transfer shall for the purpose of Clause 6.0 is deemed to have been presented
on the last day of the afore-mentioned seven (7) days period.
6. DISBURSEMENT OF THE BALANCE SUM
6.1 The Vendor’s Solicitors are hereby authorised by the parties to this
Agreement to hold all monies paid to them pursuant to this Agreement as
stakeholders pending the presentation for registration of the said Transfer
in favour of the Purchaser.
6.2 Upon the expiry of seven (7) working days after the presentation for
registration of the said Transfer in favour of the Purchaser at the relevant
Land Office/Registry OR upon the expiry of seven (7) working days the
Security Documents is released to the Financier’s solicitors, whichever is
earlier, the Vendor’s Solicitors shall, subject to receipt of the Balance Sum,
release to the Vendor the Balance Sum provided that all outstanding
outgoings in respect of the said Property shall have been settled and
apportioned by the Vendor and the Vendor has delivered vacant
possession to the Purchaser pursuant to Clause 13 herein. The Vendor’s
Solicitors are authorized to deduct the arrears of any outgoing payments,
if any, before the release of the Balance Sum to the Vendor. For the
avoidance doubt, the delivery of vacant possession shall not be a condition
for release of the Balance Sum if the non-delivery of vacant possession to
the Purchaser is due to the Purchaser’s failure to pay the late payment
interest, if any, and the Purchaser’s portion of outgoings.
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7. CAVEAT
(1 mark)
8. DEFAULT BY THE PURCHASER
(2 marks)
In the event that the Purchaser shall fail to pay the Balance Purchase Price or
any part of the Balance Purchase Price in accordance with the provisions of
this Agreement or in the event of any breach by the Purchaser of any of the
provisions of this Agreement, the Vendor may...
9. DEFAULT BY VENDOR
In the event that the Vendor shall wilfully fail, neglect and/or refuse to sell
and/or assign the said Property to the Purchaser in accordance with the
provisions of this Agreement and/or be in breach of any of the terms
conditions and stipulations of this Agreement, the Purchaser shall be
entitled, to the remedy of specific performance against the Vendor.
Alternatively, the Purchaser may terminate this Agreement and the Vendor
shall within fourteen (14) working days from the date of receipt of the
Purchaser's notice of termination refund or cause to refund to the
Purchaser, the Deposit and all other moneys paid by the Purchaser
towards account of the Purchase Price and the Vendor shall pay an
additional amount equivalent to the Deposit to the Purchaser as agreed
liquidated damages and thereafter this Agreement shall be null and void
and neither party hereto shall have any claim against the other, save for
any antecedent breaches.
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10. NON REGISTRATION OF DOCUMENTS
If the registration of the said Transfer of the said Property cannot be effected
for any reason whatsoever not attributable to the Vendor’s nor the Purchaser’s
fault, willful neglect, omission or blameworthy conduct and the defect is not
rectified, the Vendor shall refund to the Purchaser within fourteen (14) days
from the date of receipt of a written request by the Purchaser or the
Purchaser’s Solicitors, in exchange for the Discharge Documents, the said
Transfer (provided that if the same has been stamped with adjudicated value,
the Purchasers shall be entitled to retain the same for cancellation and refund
of the adjudicated stamp duty) and all other documents related to the Vendor
or the said Property delivered to the Purchaser, the Purchaser’s Solicitors, the
Financier or the Financier’s solicitors all with the Vendor’s interest intact,
withdrawal of the private caveats lodged by the Purchaser and the Financier
against the said Property together with the requisite registration fees and re-
delivery of legal and/or vacant possession of the said Property (if delivered to
the Purchaser) to the Vendor, all monies paid by the Purchaser under this
Agreement free of interest and thereafter this Agreement shall be terminated
and neither party shall have any claim whatsoever against the other, save and
except for any antecedent breaches herein.
11. PAYMENT OF QUIT RENT, ASSESSMENTS ETC
All quit rents, fire insurance, assessments, water, electricity,
maintenance/sinking fund, payable in respect of the said Property shall be
apportioned between the parties hereto upon delivery of legal possession of
the said Property, and the amount due on such apportionment shall be paid by
the party from whom it is due to the other forthwith, PROVIDED ALWAYS that
the Vendor shall indemnify the Purchaser against any loss or penalty which
may be imposed by the relevant authority in respect of any late or non-
payment of such aforesaid payments thereto prior to delivery of legal
possession.
As soon as practicable upon completion of the transaction herein, the parties
hereto shall inform all the relevant authorities of the change of ownership of
the said Property
12. GOVERNMENT ACQUISITION
The Vendor hereby confirms that he has not received any notice or knowledge
of any intended acquisition of the said Property by the Government or other
relevant authority or of any part thereof but if any other notification in
writing or by gazette shall be found to be in existence prior to and up to the
date of this Agreement or in the event that a notice of intended acquisition of
the said Property or any part thereof is published by the Government or any
other relevant authority between the date of this Agreement and the
Completion Date or the Extended Completion Date, as the case may be, the
Vendor shall within seven (7) working days from the receipt of such notification
from the relevant authorities notify the Purchaser in writing, and the Purchaser
shall have the option within forteen (14) working days thereof:-
EITHER
(a) to terminate this Agreement and upon such termination the Vendor
shall within seven (7) working days of such termination, refund to the
ORIGINAL DRAFT
Purchaser all monies paid by the Purchaser hereunder, free of
interest and upon such refund being made, this Agreement shall
thereafter become null and void and of no further effect, save for
any antecedent breaches;
OR
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(b) to continue with and complete this Agreement whereupon the Vendor
shall notify the Federal Government or such other acquiring authority
of the Purchaser's interest in the said Property and the terms of this
Agreement and provided that the Purchaser shall have fully paid the
Purchase Price in accordance to the terms herein, all compensation
payable in respect of such acquisition shall be paid to and belong to
the Purchaser absolutely. The Vendor undertakes that he shall use his
best endeavours to obtain the best compensation possible.
13. DELIVERY OF VACANT POSSESSION
(2 marks)
10.1 The Vendor shall deliver vacant possession of the said Property to the
Purchaser...
14. STATE AND CONDITION OF THE SAID PROPERTY
The Purchaser hereby confirms and declares that the Purchaser has inspected
the said Property and is satisfied with the condition, state, nature and
character of the said Property and that the said Property is sold on “as is
where is basis”. The Vendor hereby warrants and undertakes with the
Purchaser that the said Property shall be in and of the same condition, state,
nature and character (fair wear and tear excepted) on the Completion Date
or Extended Completion Date as the case may be.
15. REPRESENTATION AND WARRANTIES
15.1The Vendor hereby acknowledges and confirms that the Purchaser
enter into this Agreement in reliance upon the Vendor warranties and
undertakings as follows:
i. That the Vendor is the registered and beneficial owner of the said Property and
that the Vendor has not assigned or encumbered in any manner
whatsoever the said Property or any part thereof or created or allow to be
created any claims, liens, assignment and other encumbrances whatsoever
on the said Property to any person or persons, firm or company, save and
except to the existing Chargee;
ii. That the Vendor has not entered into any agreement with any persons, firm or
company to sell the said Property or any part thereof or granted any lease,
option, licence, easement or any other right whatsoever over or in respect of
the said Property or any part thereof to any person or persons, firm or
company;
iii. All quit rent assessments maintenance charges and other outgoings levied or
imposed on the said Property have been or will be duly paid up to the
Completion Date or the Extended Completion Date as the case may be, and
no event of default has occurred that could or might entitle the appropriate
authority to forfeit the said Property or any part thereof;
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iv. All extension and renovation works (“the said works”) carried out in the
said Property (irrespective of whether the said works were carried out by the
previous owner(s) or the Vendor) were carried out with the approval(s) of
the appropriate authorities and in accordance with the relevant building
bye-laws and regulations and in the event that the said works were carried
out without such approval(s), the Vendor hereby agrees to indemnify and
keep the Purchaser fully indemnified against any fines, penalties, costs and
damages which may be imposed by the appropriate authorities and suffered
by the Purchaser;
v. That to the best of the Vendor knowledge and belief, no notice under
Section 4 or a declaration under Section 8 of the Land Acquisition Act 1960
in respect of the said Property or any part thereof has been issued or
published prior to the date of this Agreement; and
vi. That the Vendor is not a bankrupt nor has he committed any act/s of
bankruptcy and that no action or petition in respect of any such act is
pending or has been taken against the Vendor by any person or persons or
body or corporation on or prior to the date of this Agreement; and
vii. In the event the said Property is rented out to the tenant(s), the Vendor
hereby undertake to terminate such tenancy and/or to evict the said
tenant(s) from the said Property at her own costs and expense and shall
deliver the vacant possession of the Property on the Completion Date or
Extended Completion Date, as the case may be.
15.2 The truth and correctness of the matters stated in representations and
warranties as set out hereinabove shall form a basis of the Purchaser’s
commitment to purchase the said Property in accordance with the
provisions of this Agreement. If any representation or warranty shall at any
time hereafter be found to have been incorrect in any material aspect and
such mistake cannot be rectified by monetary compensation then in such
event the Purchaser shall have the right at their discretion to terminate this
Agreement at any time prior to the Completion Date or the Extended
Completion Date as the case may be, and the Vendor shall within Seven (7)
days from the date of written notification of such rescission, refund to the
Purchaser all monies whatsoever paid by the Purchaser (including the
Deposit Sum stipulated in Section I of the Second Schedule) towards
account of the purchase price whereupon such refund neither party shall
have further claims against the other.
16. REAL PROPERTY GAINS TAX
(2 Marks)
17. TIME IS OF ESSENCE
Time wherever mentioned herein is of the essence of the contract.
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18. PAYMENT OF LEGAL FEES AND DISBURSEMENTS
All stamp duties and other costs and disbursements in connection with
and incidental to this Agreement and the transfer of the said Property shall
be borne and paid by the Purchaser hereof. Apart therefrom, each party
shall bear its own solicitors' fees.
19. SCHEDULES TO FORM ESSENTIAL PART OF THIS AGREEMENT
The First and Second Schedules hereto shall be taken read and construed as
an essential part of this Agreement.
20. KNOWLEDGE OR ACQUIESCENCE NOT CONSIDERED 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 be
deemed to be waiver of such conditions or covenants or any of them and
notwithstanding such knowledge or acquiescence each party 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.
21. WRITTEN NOTICE REQUIRED
Any notice request or demand required 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:-
i. If sent by registered post addressed to the party to be served at his/her
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 be delivered; or
ii. If despatched by hand delivered to the party to be served.
22. DEFINITIONS AND INTERPRETATION
In this Agreement, unless there is something in the subject or context
inconsistent with such construction or unless it is otherwise expressly
provided:-
i. Words importing the masculine gender only shall include the feminine and
neuter gender;
ii. Words in the singular number only shall include the plural number and vice
versa;
iii. Words applicable to natural persons only shall include any body of persons
firm or partnership corporate or unincorporated;
iv. Where there are two or more persons or parties included or comprised in the
expression “the Vendor” or “the Purchaser” agreements covenant terms
stipulations and undertaking expressed to be made by or binding upon
such person or parties shall be deemed to be made by or binding upon such
person or parties jointly and severally;
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v. The headings are inserted for convenience only and shall not affect the
construction of this Agreement.
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23. BINDING EFFECT
This Agreement shall be binding upon the respective heirs, personal
representatives, successors in title and assigns of the parties hereto.
******************************************
ORIGINAL DRAFT
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and
year set out in Section I of the First Schedule of this Agreement.
SIGNED by the abovenamed )
Vendor in the presence )
of :- ) ………………………………………
Name:
NRIC No.:
SIGNED by the abovenamed )
Purchaser in the presence )
of :- ) ……………………………………..
Name:
NRIC
No.:
(1 Mark)
ORIGINAL DRAFT
THE FIRST SCHEDULE
(2 marks)
SECTION PARTICULARS
I THE DATE OF THIS The day of 20
AGREEMENT
II NAME AND
DESCRIPTION OF
THE VENDOR
III NAME AND
DESCRIPTION OF
THE PURCHASER
IV DESCRIPTION OF
THE SAID
PROPERTY
V PURCHASER’S
SOLICITORS
VI VENDOR’S
SOLICITORS
ORIGINAL DRAFT
VII FINANCIER
ORIGINAL DRAFT
THE SECOND SCHEDULE
(4 marks)
SECTION PARTICULARS
(a) Deposit:
I DEPOSIT SUM (b) Earnest Deposit:
(c) Balance Deposit:
II PURCHASE PRICE
III BALANCE
PURCHASEPRICE
IV COMPLETION DATE
V EXTENDED
COMPLETION DATE
VI LATE PAYMENT
INTEREST
CHARGEABLE ON
EXTENSION OF TIME
Total marks: (30 marks)
