SALE AND PURCHASE AGREEMENT
AN AGREEMENT made the day and year stated in Section 1 of the First Schedule
BETWEEN
The party whose name and description are stated in Section 2 of the First Schedule hereto (hereinafter called “the Vendors”) of the one part;
AND
The party whose names and descriptions are stated in Section 3 of the First Schedule hereto (hereinafter called “the Purchaser”) of the other part;
RECITALS:-
1. CONSIDERATION AND PRICE
In consideration of the payment of the sum stated in Section 1 of the Second Schedule hereto (hereinafter referred to as “the Deposit”) to the Vendors in the manner stated therein by way of deposit and to account of the purchase price (the receipt of which sum the Vendors hereby acknowledge) the Vendors hereby agree to sell and the Purchaser agrees to purchase the said Property on “as is where is” basis with vacant possession and subject to such conditions, restrictions and category of land use in the title whether expressed or implied, if any, at the total purchase price stated in Section 2 of the Second Schedule hereto (hereinafter referred to as “the Total Purchase Price”).
2. MANNER AND TIME OF PAYMENT OF PURCHASE PRICE
The balance of the purchase price shall be paid to the Vendors in the manner and within the time stated in Section 4 of the Second Schedule hereto PROVIDED ALWAYS THAT in the event the Purchaser takes a loan or banking facility (hereinafter referred to as “the Loan”) from a financial institution (hereinafter referred to as “the Purchaser’s Financier) to complete this transaction the Loan or a part thereof equivalent to the redemption sum (if any) may be paid directly to the Vendors’ Financier to redeem the Vendors’ loan in which event the Purchaser shall be granted an interest free extension of a period over and above ten (10) days taken by the Vendors’ Financier or their solicitors to deliver the duly executed Discharge of Charge together with the Original Title and Duplicate Charge (if any) and such other relevant documents necessary to present the Discharge of Charge (hereinafter collectively referred to as “the Discharge Papers”) to the Financier’s solicitors.
3. COMPLETION DATE
The date when the final balance purchase price together with any late interest (if any) is paid under Clause 3 shall be known as “the Completion Date.”
4. PURCHASER’S DUTIES ON SECURING LOAN
In the event the Purchaser is taking the Loan to complete the purchase of the said Property, the Purchaser shall after obtaining the Loan:-
(a) secure a written undertaking to be given by the Purchaser’s Financier (hereinafter referred to as “the Financier’s Undertaking”) to release the Loan to the Vendors and/or the Vendors’ Financier.
(b) comply with all relevant pre-disbursement conditions imposed by the Financier including paying the difference between Balance of the Purchase Price and the Loan. For this purpose, the Vendors shall also assist in fulfilling the conditions for the drawdown by the Financier including diving an undertaking to refund the Loan in the event of non-registration of the transfer and charge for any reason whatsoever and a duly affirmed statutory declaration confirming that the Vendors is not a bankrupt within ten (10) days from such request by the Financier or the Financier’s Solicitors to facilitate the release of the Loan sum in the event the Purchaser shall be granted an interest free extension of a period over and above ten (10) days taken by the Vendors to deliver such undertaking and statutory declaration.
5. APPLICATION OF PURCHASE PRICE
The parties hereby expressly agree that the Purchaser’s Solicitors are hereby expressly authorized to utilize and deal with the Balance of the Purchase Price upon receipt thereof in the following manner and priority:-
(a) to settle for and on behalf of the Vendors any monies due and owing to the Vendors’ Financier or to any third party for the purpose of removing all encumbrances on the said Property (if any);
(b) to settle any arrears of outgoings, if any, which the Vendors are required to bear under Clause 17 of this Agreement.
(c) to release the balance of the purchase price to the Vendors upon expiration of fourteen (14) days of presentation of the Memorandum of Transfer (hereinafter defined) and charge in favor of the Purchaser and Purchaser’s Financier (if any) respectively.
6. DOCUMENTS TO BE DEPOSITED ON SIGNING OF AGREEMENT
Upon signing of this Agreement or where applicable upon the fulfillment of the conditions precedent, the Vendors shall deliver or cause to be delivered to the Purchaser’s Solicitors the following documents:-
(a) a valid Memorandum of Transfer (hereinafter referred to as “the MOT”) of the said Property in favor of the Purchaser duly executed by the Vendors and attested;
(b) a photocopy of the individual strata title of the said Property (hereinafter referred to as “the Title”) with the Vendors registered as registered proprietors;
(c) the current year quit rent on the master Title and assessment receipts to the said Property, and
(d) a certified true copy of the Vendors’ Identity Cards;
(e) particulars of the Vendors’ Income Tax Number and Branch.
(f) Such other documents (if any) as may be necessary to enable the Purchaser’s Solicitors to submit the MOT for adjudication (if any) and for registration at the relevant Land Registry.
7. PURCHASER’S SOLICITORS OBLIGATIONS
The Purchaser’s Solicitors shall:-
(a) at the appropriate time present the original MOT to the relevant authorities for adjudication to determine the amount of stamp duty payable thereon and thereafter retain the same as stakeholders.
(b) present the MOT for registration after full payment of the balance of purchase price and after receipt of the Title from the Vendors’ Solicitors and the Discharge papers from the Vendors’ Financier or deliver the MOT and after all other relevant documents to the Purchaser’s Financier’s Solicitors to secure release of the loan sum upon issuance of the Purchaser’s Financier’s undertaking and upon payment of the difference between the balance of purchase price and the Loan, if any.
8. VENDORS’ WARRANTIES
8.1 The Vendors hereby represent and warrant to the Purchaser as follows:-
(a) that the recitals herein are true and all other information in writing which has been given by the Vendors to the Purchaser or Purchaser’s Solicitors in the course of negotiation leading to this Agreement was when given true to the best knowledge and belief of the Vendors after making due and careful enquiries and the Vendors are not aware of any fact or matter not disclosed in writing to the Purchaser which renders any such information untrue, inaccurate or misleading or the disclosure of which might reasonably affect the willingness of the Purchaser to purchase the said Property or the price at or terms upon which the Purchaser would be willing to purchase it.
(b) that the Vendors have the power and capacity to execute, deliver and perform the terms of this Agreement.
(c) that the governmental or other consents, licenses, approval, authorization, orders and exemptions which are required or advisable for or in connection with the execution, delivery, performance, legality or enforceability of this Agreement by or against the Vendors (including but not limited to consent or approval for renovations or structural alterations done to the said Property) have been or shall be obtained;
(d) that the Vendors are not in default under any agreement in relation to the said Property to which the Vendors are the parties or by which the Vendors may be bound and no litigation, arbitration or administrative proceedings are presently currently or pending or threatened which default, litigation, arbitration or administrative proceedings, as the case may be, might materially affect the Vendors’ solvency or might affect the Vendors’ ability to perform the Vendors’ obligations under this Agreement.
(e) that the Vendors will not, from the date hereof without the prior consent of the Purchaser, encumber the said Property;
(f) that the Vendors shall, at its own cost and expense, cause any or all encumbrances, prohibitory orders and caveats, save for private caveats lodged or cause to be lodged by the Purchaser and the Financier, against the said Property (if any) and to be removed on or before the Completion Date.
(g) that there is no previous sale and/or agreement for the sale of the said Property which is subsisting and which has not been validly and lawfully terminated or rescinded and that there are no claims or interest in relation to or affecting the said Property.
(h) that the Vendors have not committed any act of bankruptcy and no bankruptcy petition has been presented against the Vendors.
(i) that to the Vendors’ best knowledge the Certificate of Fitness for Occupation has been issued by the relevant authorities
(j) that in the event there is a shortfall between the redemption sum due to the Vendors’ Financier and the balance purchase price, the Vendors shall pay such shortfall within seven (7) days from the date of the receipt of the Redemption Statement, in which event the Purchaser shall be granted an interest free extension of a period over and above seven (7) days taken by the Vendors to pay such shortfall. The stakeholders are hereby authorized by Vendors to remit the shortfall together with the balance purchase price to the Vendors’ Financier for purposes of redeeming the said Property (if applicable); and
(k) that the Vendors have paid and shall pay all quit tent, assessment, and other outgoings incurred by the Vendors in respect of the said Property including but not limited to water, electricity, telephone and sewerage charges.
(l) The Vendors represent, warrant and undertake to the Purchaser that all representations herein are true in all respect and shall continue to be so up to the Completion Date.
8.2 Without prejudice to any rights and remedies which the Purchaser may have in law, the Vendors undertake and agree with the Purchaser that the Vendors will at all times hereinafter indemnify and keep the Purchaser indemnified fully and effectively against all claims, proceedings, actions, fines, taxes, penalties, loss, damage, costs, expenses and other liabilities which the Purchaser may directly or indirectly suffer or sustain as a result of any breach of any of the representations, warranties, undertakings and agreements of the Vendors set out in this Agreement. The indemnity shall remain in full force and effect and shall continue to subsist hereafter notwithstanding the completion of this Agreement.
9. REMOVAL OF ENCUMBRANCES
The Vendors shall at his own cost and expense remove or cause all encumbrances against the said Property, if any to be removed on or before the Completion Date to enable the Purchaser to be registered as owner of the said Property.
10. DELIVERY OF VACANT POSSESSION
(a) The said Property is situated within a gated or guarded community, as such “vacant possession” shall include the delivery of all the access card, car stickers provided by the Developer or management corporation of the gated community of the change of ownership and the Vendors and the Purchaser shall sign all relevant documents necessary to change of such ownership to the Purchaser, including the transfer of any club house membership provided by the developer to the residents of the gated community and such other documents as may be required by the developer or the management corporation and further pay all relevant fees and expenses payable by the Vendors or the Purchaser, the Vendors shall pending the finalization and execution of the deed of mutual covenants issue to the developer or management corporation an authorization letter authorizing the Purchaser and her nominees to have access to the gated community.
(b) The Purchaser states that the Purchaser has inspected the said Property and is satisfied as to the state and condition thereof as at the date of this Agreement, the said Property shall be delivered to the Purchaser in the similar state and condition (fair and tear excepted) upon the completion of this Agreement.
11. PRIVATE CAVEAT
The Purchaser may on signing of this Agreement, lodge a private caveat against the said Property to protect their interest pending the registration of the MOT PROVIDED that the Purchaser shall upon the execution of this Agreement deposit with the Purchaser’s Solicitors as stakeholders the duly executed Withdrawal of Private Caveat who shall present the same for registration with the Land Registry upon the termination of this Agreement. Such entry and subsequent withdrawal of the caveat shall be at the Purchaser’s sole cost and expense.
12. DEFAULT BY PURCHASER
In the event that the Purchaser shall fail to pay the Balance Purchase Price at the times and in the manner as provided in this Agreement, the Vendors shall be entitled to forfeit the Deposit under this Agreement not exceeding ten per centum (10%) of the Purchase Price (hereinafter referred to as “the forfeitable deposit”). Any excess payment shall be refunded to the Purchaser’s Solicitors free from interest within fourteen (14) days from the date of termination by the Vendors failing which the Vendors shall pay to the Purchaser interest on the amount to be refunded at the rate of eight per centum (8%) per annum from the expiry of the said fourteen (14) days until the date the amount to be refunded is paid to the Purchaser’s Solicitors. The Purchaser shall forthwith upon receipt by the Purchaser’s Solicitors of the amount to be refunded deliver to the Vendors the IDT and the Discharge Documents (if the same have been already been delivered to the Purchaser or the Purchaser’s Solicitors) intact with the Vendors’ interest and title as registered proprietor thereto unaffected and shall cause all private caveats lodged on behalf of the Purchaser to be withdrawn. Thereafter, the Purchaser’s Solicitors shall be authorized to remit the amount to be refunded to the Purchaser and upon such excess refunded, this Agreement shall be null and void of no further legal effect and neither party hereto shall have any claims against the other and the Vendors shall be entitle to resell the said Property without further reference to the Purchaser.
13. DEFAULT BY VENDORS
In the event the Vendors shall fail, refuse and/or neglect to complete this Agreement in accordance to the terms and conditions herein contained, the Purchaser shall be entitled to the remedy at law for specific performance against the Vendors of any term of this Agreement and/or damages. Alternatively, at the Purchaser’s option, the Vendors shall refund to the Purchaser all monies received by the Vendors under this Agreement and further pay a sum equivalent to ten (10%) of the Purchase Price as agreed liquidated damages. All sums to be refunded and paid hereunder shall be paid to the Purchaser through the Purchaser’s Solicitors free from interest within fourteen (14) days the date of the notice of the termination by the Purchaser failing which the Vendors shall pay to the Purchaser interest on the amounts to be refunded and paid at the rate of eight per centum (8%) per annum from the expiry of the said fourteen (14) days until the date the amounts to be refunded and paid are paid to the Purchaser’s Solicitors. The Purchaser shall forthwith upon receipt by the Purchaser’s Solicitors of the amount to be refunded and paid, deliver to the Vendors the IDT and the Discharge Documents (if the same have been already been delivered to the Purchaser or the Purchaser’s Solicitors intact with the Vendors’ interest and title as registered proprietors thereto unaffected and shall cause all private caveats lodged on behalf of the Purchaser to be withdrawn. Thereafter, the Purchaser’s Solicitors shall be authorized to remit the amounts to be refunded and paid to the Purchaser and upon such amounts paid to the Purchaser, this Agreement shall be null and void and of no further legal effect and neither party hereto shall have any claims against the other and the Vendors shall be entitled to resell the said Property without further reference to the Purchaser.
14. PARTIES IN DEFAULT
The parties hereto in default of his covenant herein contained shall bear the costs and expenses incurred by the other in enforcing his rights herein including his solicitors’ client’s costs.
15. ACQUISITION OF PROPERTY
The Vendors hereby warrant to the Purchaser that they have received no notice nor are aware of any intended acquisition of the said Property or any part thereof and the parties hereto expressly agree that in the event of the exercise of any rights or the taking of any steps under the land Acquisition Act, 1960 or any other Act or legislation by the Federal Government or any other authority having power in that behalf between the date of this Agreement and the Completion Date to carry out such acquisition, the Purchaser shall, within thirty (30) calendar days from the date of receipt of written notification of acquisition, be entitled to terminate this Agreement by notice in writing and upon such termination the Vendors shall within fourteen (14) days from service of the notice refund to the Purchaser all monies paid by the Purchasers hereunder free from interest within fourteen (14) days from the date of the notice of termination by the Purchaser failing which the Vendors shall pay to the Purchaser interest on the amount to be refunded at the rate of eight per centum (8%) per annum from the expiry of the said fourteen (14) days until the date the amount to be refunded is paid to the Purchaser’s Solicitors. The Purchaser shall forthwith upon receipt by the Purchaser’s Solicitors of the amount to be refunded deliver to the Vendors the IDT and the Discharge Documents (if the same have been already been delivered to the Purchaser or the Purchaser’s Solicitors) intact with the Vendors’ interest and title as registered proprietors thereto unaffected and shall cause all private caveats lodged on behalf of the Purchaser to be withdrawn.
Thereafter the Purchaser’s Solicitors shall be authorized to remit the amount to be refunded to the Purchaser and upon such amount paid to the Purchaser, this Agreement shall be null and void and of no further legal effect and neither party hereto shall have any claims against the other. In the event no notice of termination is issued within the time stipulated herein the Purchaser shall be bound to complete this Agreement notwithstanding the acquisition. The Vendors shall notify the appropriate authority of the Purchaser’s interest under this Agreement and the Purchaser shall be entitled to the compensation payable under such acquisition and the Vendors shall in all matters concerning such acquisition act upon the instruction and at the costs of the Purchaser and shall do all acts and things as may be reasonably required by the Purchaser for the purpose of acquiring the best compensation payable.
16. OUTGOINGS
(a) All quit rent, rates, taxes, assessments sewage charges, Indah Water Konsortium charges, service charges, sinking fund and other outgoings payable in respect of the said Property shall be apportioned between the parties hereto as at the Completion Date and the Vendors shall indemnify the Purchaser against any loss or penalty which may be imposed by the relevant authorities in respect of the late or non-payment of such aforesaid outgoings which are payable in respect of the period prior to the Completion Date and interest, if any.
(b) The Vendors hereby undertake to produce to the Purchaser on or before the Completion Date all receipts in respect of water, electricity, quit rent, assessment charges, Indah Water Konsortium sewerage charges, service charges, sinking fund and other outgoings payable in respect of the said Property paid by the Vendors to the relevant authorities for the period immediately preceding the Completion Date.
(c) The parties hereto agree to duly submit or notify such local authority or such statutory or other appropriate body relating to the change of ownership and beneficial interest of the said Property. The parties further agree that where applicable, they shall procure, make arrangements for the refund, repayment, transfer of all deposits and/or the apportionment of deposits (if any) paid to the Vendors to the relevant bodies as has been paid by the Vendors in particular the water and electricity billing and charges and it is hereby agreed by the parties that it is not the duty of the Purchaser’s Solicitors to attend to do the same. The Vendors hereby undertake to fully settle all water electricity telephone and any other charges outstanding thereof at the time vacant possession of the said Property is delivered to the Purchaser.
17. REAL PROPERTY GAINS TAX (RPGT) TAX 1976
(a) The parties hereto shall within sixty (60) calendar days from the date of this Agreement (immediate upon the execution of this Agreement forthwith) submit the respective Notification of Disposal of Chargeable Asset and Notification of Acquisition of Chargeable Asset in respect of the disposal and acquisition of the said Property to the Director General of the Inland Revenue Board (hereinafter referred to as “the DGIR”) in accordance with the provisions of the RPGT Act.
(b) Subject to any exemption from payment of the RPGT Act, the Vendors shall at all times be liable to pay all RPGT (if any) which may be assessed by the DGIR and payable under the RPGT Act in respect of the Vendors’ disposal of the said Property and the Vendors further agree and covenant with the Purchaser to indemnify and keep the Purchaser fully indemnified against all claims, costs, damages, fines, tax liabilities of or penalties (if any) imposed on the Purchaser by the DGIR in connection with the Vendors’ disposal of the said Property.
18. TIME IS OF THE ESSENCE
Time wherever mentioned herein is of the essence of this Agreement.
19. NON-REGISTRATION OF DOCUMENTS
If for any reason whatsoever due to no fault of any of the parties hereto the registration of the Memorandum of Transfer over the said Property in favor of the Purchasers is rejected by the relevant land Registry/Office and cannot be rectified or remedied by either party and after both parties have exhausted all avenues or provisions for such rectification or remedial actions, then either party shall be entitled to terminate this Agreement at any time thereafter by giving notice of such termination to the other party and upon such termination, the Vendors shall within fourteen (14) days from service of the notice of termination refund to the Purchaser all monies paid by the Purchaser hereunder free from interest within fourteen (14) days from service of the notice of termination by the Purchaser failing which the Vendors shall pay to the Purchaser interest on the amount to be refunded at the rate of eight per centum (8%) per annum from the date of the notice of termination from the said fourteen (14) days until the date the amount to be refunded is paid to the Purchaser’s Solicitors. The Purchaser shall forthwith upon receipt by the Purchaser’s Solicitors of the amount to be refunded deliver to the Vendors the Issue Document Of Title and the Discharge Documents (if the same have been already been delivered to the Purchaser or the Purchaser’s Solicitors, as the case may be, intact with the Vendors’ interest and title as registered proprietors thereto unaffected and shall cause all private caveats lodged on behalf of the Purchaser to be withdrawn.
Thereafter the Purchaser’s Solicitors shall be authorized to remit the amount to be refunded to the Purchaser and upon such amount paid to the Purchaser, this Agreement shall be null and void and of no further legal effect and neither party hereto shall have any claims against the other and the Vendors shall be entitled to resell the said Property without further reference to the Purchaser.
20. FORCE MAJEURE
In the event the said Property is destroyed by fire, flood, earthquake, bad weather, force majeure or acts of God before the completion of this Agreement, this agreement shall be deemed terminated and the Purchaser shall be entitled to rescind this Agreement whereupon the Vendors shall within five (5) working days from the date of notification of such rescission from the Purchaser, refund or caused to be refunded without interest to the Purchaser all moneys paid by the Purchaser towards the account of the Purchase Price failing which the Vendors shall additionally pay interest at the rate of Eight per centum (8%) per annum on the amount to be refunded. Thereafter this Agreement shall be of no legal effect and neither party shall have claim against the other and thereafter this Agreement shall be deemed terminated and shall not have any further force or effect and neither party shall have any claim against the other save and except for any antecedent breach.
21. COSTS
Each part shall pay for their own solicitors’ costs. The stamp duty and registration fees payable on this Agreement and the Memorandum of Transfer shall however be borne by the Purchaser. The Purchaser further agrees to pay as and when required any additional stamp duty and/or penalty in respect of registration of the Memorandum of Transfer that may be imposed by the relevant authorities in respect of this Agreement where such additional stamp duty or penalty is a result of the Purchaser, the Financier and/or their solicitors’ delay. The cost in respect of the Discharge of Charge (if applicable) and all ancillary documents thereto shall however be borne by the Vendors.
22. INDULGENCE
The giving of time by one party (for the purposes of this clause, called “the Indulgent Party”) in respect of any obligations to be performed by the other party (for the purposes of this Clause, called “the Defaulting Party”) herein or the neglect or forbearance of any of the parties in enforcing any of their rights herein contained shall not be construed as a waiver or relinquishment of the Indulgent Party’s right to future performance of such provision and the Defaulting party’s obligation in respect of such future performance shall not construed as a waiver or relinquishment of the Indulgent party’s right to future performance of such provision and the Defaulting party’s obligations in respect of such future performance shall continue in full force and effect and shall not in anyway prejudice, affect or release the Defaulting Party from any of the covenants herein contained nor shall it affect or prejudice any of the Indulgent party’s rights herein contained.
23. SEVERABILITY
In the event that anyone or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable, illegal or otherwise invalid in any respect under the law governing this Agreement or its performance, such unenforceability, illegality or invalidity shall not affect any other provisions of this Agreement and this Agreement shall then be construed as if such unenforceable, illegal or invalid provisions had never been contained herein.
24. NOTICES
(a) Any notice required to be served pursuant to this Agreement shall be in writing and shall be served on the Vendors or the Purchaser, as the case may be, at their respective address stated above or such other addresses as either party may from time to time determine the service of notice.
(b) A notice or request shall be deemed to have been sufficiently given as follows:-
(i) If personally delivered, at the time of delivery, or
(ii) If sent by prepaid registered mail, at the expiration of five (5) days after the envelope, containing the same, was delivered into the custody of the postal authorities;
(iii) If sent by facsimile transmission, the notice shall be deemed to be duly transmitted if the sender has a transmission report from the facsimile machine of it having been duly sent. All such notices shall be subsequently confirmed by letter posted or delivered as soon as practicable.
25. SCHEDULES
The Schedules hereto shall form an essential part of this Agreement and shall be taken read and construed as such.
26. HEIRS AND ASSIGNS ETC.
This Agreement shall be binding upon the respective heirs, executors, administrators, trustees, successors-in-title, and permitted assigns of the parties hereto.
27. DEFINITIONS AND INTERPRETATIONS
In this Agreement, unless there is something in subject or context inconsistent with such construction or unless it is otherwise expressly provided:-
(a) words importing the masculine gender only shall include the feminine and neuter genders and vice versa;
(b) words in the singular number only shall include the plural number and vice-vera;
(c) where there are two or more persons or parties included or comprised in the expression “the Vendors” and “the Purchaser” agreements covenants terms stipulations and undertakings expressed to be made by or binding upon such persons or parties shall be deemed to be made by or binding upon such persons jointly and severally.
(d) The expression “Ringgit Malaysia” and the abbreviation “RM” shall mean the lawful currency of Malaysia;
(e) References to Clauses and sub clauses are to be construed as references to Clauses and sub clauses of this Agreement;
(f) References to the provisions of any legislation include references to any statutory modification and re-enactment thereof;
(g) Words applicable to natural persons include any body of persons, company, corporation, firm or partnership corporate or unincorporate ands vice-versa;
(h) The schedules and appendices annexed hereto (if any) shall form part of this Agreement.
(i) The headings of each of the provisions herein contained are inserted merely for convenience of reference and shall be ignored in the interpretations of the provisions herein.
(j) When an acts is required to be done within a specified number of days after or from a specified date, the period is exclusive of the date so specified;
(k) If the last day of the period is a Saturday, Sunday or public holiday (hereinafter referred to as “the Excluded Day”), the period shall include the following day which is not an Excluded Day; and
(l) Working days shall mean the period of Monday to Friday (except public holidays (gazetted or ungazetted) and unscheduled holidays.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and tear first above written.
SIGNED by the Vendors )
..................................... )
and )
..................................... )
In the presence of:- )
SIGNED by the Purchaser )
..................................... )
In the presence of:- )
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AN AGREEMENT made the day and year stated in Section 1 of the First Schedule
BETWEEN
The party whose name and description are stated in Section 2 of the First Schedule hereto (hereinafter called “the Vendors”) of the one part;
AND
The party whose names and descriptions are stated in Section 3 of the First Schedule hereto (hereinafter called “the Purchaser”) of the other part;
RECITALS:-
- The Vendors are the registered owners of the property more particularly described in Section 4 of the First Schedule hereto (herein called “the said Property”) and have all the rights, title and interest and full and entire benefit of the said Property.
- A separate strata title to the said Property has been issued by the relevant authorities, the particulars of which are stated in Section 5 of the First Schedule hereto (hereinafter referred to as “the Title”) and registered under the Vendors’ names. The Certificate of Fitness for Occupation to the said Property has also been issued by the relevant authorities.
- The said Property is presently charged to the ............................................ dated ............................. as stated in Section 6 of the First Schedule hereto (hereinafter referred to as “the said Charge” and “the Vendors' Financier” respectively as security for a loan granted to the Vendors.
- The Vendors, as registered owners, have agreed to sell and the Purchaser has agreed to purchase the said Property at a purchase price and upon the terms and conditions hereinafter set forth.
1. CONSIDERATION AND PRICE
In consideration of the payment of the sum stated in Section 1 of the Second Schedule hereto (hereinafter referred to as “the Deposit”) to the Vendors in the manner stated therein by way of deposit and to account of the purchase price (the receipt of which sum the Vendors hereby acknowledge) the Vendors hereby agree to sell and the Purchaser agrees to purchase the said Property on “as is where is” basis with vacant possession and subject to such conditions, restrictions and category of land use in the title whether expressed or implied, if any, at the total purchase price stated in Section 2 of the Second Schedule hereto (hereinafter referred to as “the Total Purchase Price”).
2. MANNER AND TIME OF PAYMENT OF PURCHASE PRICE
The balance of the purchase price shall be paid to the Vendors in the manner and within the time stated in Section 4 of the Second Schedule hereto PROVIDED ALWAYS THAT in the event the Purchaser takes a loan or banking facility (hereinafter referred to as “the Loan”) from a financial institution (hereinafter referred to as “the Purchaser’s Financier) to complete this transaction the Loan or a part thereof equivalent to the redemption sum (if any) may be paid directly to the Vendors’ Financier to redeem the Vendors’ loan in which event the Purchaser shall be granted an interest free extension of a period over and above ten (10) days taken by the Vendors’ Financier or their solicitors to deliver the duly executed Discharge of Charge together with the Original Title and Duplicate Charge (if any) and such other relevant documents necessary to present the Discharge of Charge (hereinafter collectively referred to as “the Discharge Papers”) to the Financier’s solicitors.
3. COMPLETION DATE
The date when the final balance purchase price together with any late interest (if any) is paid under Clause 3 shall be known as “the Completion Date.”
4. PURCHASER’S DUTIES ON SECURING LOAN
In the event the Purchaser is taking the Loan to complete the purchase of the said Property, the Purchaser shall after obtaining the Loan:-
(a) secure a written undertaking to be given by the Purchaser’s Financier (hereinafter referred to as “the Financier’s Undertaking”) to release the Loan to the Vendors and/or the Vendors’ Financier.
(b) comply with all relevant pre-disbursement conditions imposed by the Financier including paying the difference between Balance of the Purchase Price and the Loan. For this purpose, the Vendors shall also assist in fulfilling the conditions for the drawdown by the Financier including diving an undertaking to refund the Loan in the event of non-registration of the transfer and charge for any reason whatsoever and a duly affirmed statutory declaration confirming that the Vendors is not a bankrupt within ten (10) days from such request by the Financier or the Financier’s Solicitors to facilitate the release of the Loan sum in the event the Purchaser shall be granted an interest free extension of a period over and above ten (10) days taken by the Vendors to deliver such undertaking and statutory declaration.
5. APPLICATION OF PURCHASE PRICE
The parties hereby expressly agree that the Purchaser’s Solicitors are hereby expressly authorized to utilize and deal with the Balance of the Purchase Price upon receipt thereof in the following manner and priority:-
(a) to settle for and on behalf of the Vendors any monies due and owing to the Vendors’ Financier or to any third party for the purpose of removing all encumbrances on the said Property (if any);
(b) to settle any arrears of outgoings, if any, which the Vendors are required to bear under Clause 17 of this Agreement.
(c) to release the balance of the purchase price to the Vendors upon expiration of fourteen (14) days of presentation of the Memorandum of Transfer (hereinafter defined) and charge in favor of the Purchaser and Purchaser’s Financier (if any) respectively.
6. DOCUMENTS TO BE DEPOSITED ON SIGNING OF AGREEMENT
Upon signing of this Agreement or where applicable upon the fulfillment of the conditions precedent, the Vendors shall deliver or cause to be delivered to the Purchaser’s Solicitors the following documents:-
(a) a valid Memorandum of Transfer (hereinafter referred to as “the MOT”) of the said Property in favor of the Purchaser duly executed by the Vendors and attested;
(b) a photocopy of the individual strata title of the said Property (hereinafter referred to as “the Title”) with the Vendors registered as registered proprietors;
(c) the current year quit rent on the master Title and assessment receipts to the said Property, and
(d) a certified true copy of the Vendors’ Identity Cards;
(e) particulars of the Vendors’ Income Tax Number and Branch.
(f) Such other documents (if any) as may be necessary to enable the Purchaser’s Solicitors to submit the MOT for adjudication (if any) and for registration at the relevant Land Registry.
7. PURCHASER’S SOLICITORS OBLIGATIONS
The Purchaser’s Solicitors shall:-
(a) at the appropriate time present the original MOT to the relevant authorities for adjudication to determine the amount of stamp duty payable thereon and thereafter retain the same as stakeholders.
(b) present the MOT for registration after full payment of the balance of purchase price and after receipt of the Title from the Vendors’ Solicitors and the Discharge papers from the Vendors’ Financier or deliver the MOT and after all other relevant documents to the Purchaser’s Financier’s Solicitors to secure release of the loan sum upon issuance of the Purchaser’s Financier’s undertaking and upon payment of the difference between the balance of purchase price and the Loan, if any.
8. VENDORS’ WARRANTIES
8.1 The Vendors hereby represent and warrant to the Purchaser as follows:-
(a) that the recitals herein are true and all other information in writing which has been given by the Vendors to the Purchaser or Purchaser’s Solicitors in the course of negotiation leading to this Agreement was when given true to the best knowledge and belief of the Vendors after making due and careful enquiries and the Vendors are not aware of any fact or matter not disclosed in writing to the Purchaser which renders any such information untrue, inaccurate or misleading or the disclosure of which might reasonably affect the willingness of the Purchaser to purchase the said Property or the price at or terms upon which the Purchaser would be willing to purchase it.
(b) that the Vendors have the power and capacity to execute, deliver and perform the terms of this Agreement.
(c) that the governmental or other consents, licenses, approval, authorization, orders and exemptions which are required or advisable for or in connection with the execution, delivery, performance, legality or enforceability of this Agreement by or against the Vendors (including but not limited to consent or approval for renovations or structural alterations done to the said Property) have been or shall be obtained;
(d) that the Vendors are not in default under any agreement in relation to the said Property to which the Vendors are the parties or by which the Vendors may be bound and no litigation, arbitration or administrative proceedings are presently currently or pending or threatened which default, litigation, arbitration or administrative proceedings, as the case may be, might materially affect the Vendors’ solvency or might affect the Vendors’ ability to perform the Vendors’ obligations under this Agreement.
(e) that the Vendors will not, from the date hereof without the prior consent of the Purchaser, encumber the said Property;
(f) that the Vendors shall, at its own cost and expense, cause any or all encumbrances, prohibitory orders and caveats, save for private caveats lodged or cause to be lodged by the Purchaser and the Financier, against the said Property (if any) and to be removed on or before the Completion Date.
(g) that there is no previous sale and/or agreement for the sale of the said Property which is subsisting and which has not been validly and lawfully terminated or rescinded and that there are no claims or interest in relation to or affecting the said Property.
(h) that the Vendors have not committed any act of bankruptcy and no bankruptcy petition has been presented against the Vendors.
(i) that to the Vendors’ best knowledge the Certificate of Fitness for Occupation has been issued by the relevant authorities
(j) that in the event there is a shortfall between the redemption sum due to the Vendors’ Financier and the balance purchase price, the Vendors shall pay such shortfall within seven (7) days from the date of the receipt of the Redemption Statement, in which event the Purchaser shall be granted an interest free extension of a period over and above seven (7) days taken by the Vendors to pay such shortfall. The stakeholders are hereby authorized by Vendors to remit the shortfall together with the balance purchase price to the Vendors’ Financier for purposes of redeeming the said Property (if applicable); and
(k) that the Vendors have paid and shall pay all quit tent, assessment, and other outgoings incurred by the Vendors in respect of the said Property including but not limited to water, electricity, telephone and sewerage charges.
(l) The Vendors represent, warrant and undertake to the Purchaser that all representations herein are true in all respect and shall continue to be so up to the Completion Date.
8.2 Without prejudice to any rights and remedies which the Purchaser may have in law, the Vendors undertake and agree with the Purchaser that the Vendors will at all times hereinafter indemnify and keep the Purchaser indemnified fully and effectively against all claims, proceedings, actions, fines, taxes, penalties, loss, damage, costs, expenses and other liabilities which the Purchaser may directly or indirectly suffer or sustain as a result of any breach of any of the representations, warranties, undertakings and agreements of the Vendors set out in this Agreement. The indemnity shall remain in full force and effect and shall continue to subsist hereafter notwithstanding the completion of this Agreement.
9. REMOVAL OF ENCUMBRANCES
The Vendors shall at his own cost and expense remove or cause all encumbrances against the said Property, if any to be removed on or before the Completion Date to enable the Purchaser to be registered as owner of the said Property.
10. DELIVERY OF VACANT POSSESSION
(a) The said Property is situated within a gated or guarded community, as such “vacant possession” shall include the delivery of all the access card, car stickers provided by the Developer or management corporation of the gated community of the change of ownership and the Vendors and the Purchaser shall sign all relevant documents necessary to change of such ownership to the Purchaser, including the transfer of any club house membership provided by the developer to the residents of the gated community and such other documents as may be required by the developer or the management corporation and further pay all relevant fees and expenses payable by the Vendors or the Purchaser, the Vendors shall pending the finalization and execution of the deed of mutual covenants issue to the developer or management corporation an authorization letter authorizing the Purchaser and her nominees to have access to the gated community.
(b) The Purchaser states that the Purchaser has inspected the said Property and is satisfied as to the state and condition thereof as at the date of this Agreement, the said Property shall be delivered to the Purchaser in the similar state and condition (fair and tear excepted) upon the completion of this Agreement.
11. PRIVATE CAVEAT
The Purchaser may on signing of this Agreement, lodge a private caveat against the said Property to protect their interest pending the registration of the MOT PROVIDED that the Purchaser shall upon the execution of this Agreement deposit with the Purchaser’s Solicitors as stakeholders the duly executed Withdrawal of Private Caveat who shall present the same for registration with the Land Registry upon the termination of this Agreement. Such entry and subsequent withdrawal of the caveat shall be at the Purchaser’s sole cost and expense.
12. DEFAULT BY PURCHASER
In the event that the Purchaser shall fail to pay the Balance Purchase Price at the times and in the manner as provided in this Agreement, the Vendors shall be entitled to forfeit the Deposit under this Agreement not exceeding ten per centum (10%) of the Purchase Price (hereinafter referred to as “the forfeitable deposit”). Any excess payment shall be refunded to the Purchaser’s Solicitors free from interest within fourteen (14) days from the date of termination by the Vendors failing which the Vendors shall pay to the Purchaser interest on the amount to be refunded at the rate of eight per centum (8%) per annum from the expiry of the said fourteen (14) days until the date the amount to be refunded is paid to the Purchaser’s Solicitors. The Purchaser shall forthwith upon receipt by the Purchaser’s Solicitors of the amount to be refunded deliver to the Vendors the IDT and the Discharge Documents (if the same have been already been delivered to the Purchaser or the Purchaser’s Solicitors) intact with the Vendors’ interest and title as registered proprietor thereto unaffected and shall cause all private caveats lodged on behalf of the Purchaser to be withdrawn. Thereafter, the Purchaser’s Solicitors shall be authorized to remit the amount to be refunded to the Purchaser and upon such excess refunded, this Agreement shall be null and void of no further legal effect and neither party hereto shall have any claims against the other and the Vendors shall be entitle to resell the said Property without further reference to the Purchaser.
13. DEFAULT BY VENDORS
In the event the Vendors shall fail, refuse and/or neglect to complete this Agreement in accordance to the terms and conditions herein contained, the Purchaser shall be entitled to the remedy at law for specific performance against the Vendors of any term of this Agreement and/or damages. Alternatively, at the Purchaser’s option, the Vendors shall refund to the Purchaser all monies received by the Vendors under this Agreement and further pay a sum equivalent to ten (10%) of the Purchase Price as agreed liquidated damages. All sums to be refunded and paid hereunder shall be paid to the Purchaser through the Purchaser’s Solicitors free from interest within fourteen (14) days the date of the notice of the termination by the Purchaser failing which the Vendors shall pay to the Purchaser interest on the amounts to be refunded and paid at the rate of eight per centum (8%) per annum from the expiry of the said fourteen (14) days until the date the amounts to be refunded and paid are paid to the Purchaser’s Solicitors. The Purchaser shall forthwith upon receipt by the Purchaser’s Solicitors of the amount to be refunded and paid, deliver to the Vendors the IDT and the Discharge Documents (if the same have been already been delivered to the Purchaser or the Purchaser’s Solicitors intact with the Vendors’ interest and title as registered proprietors thereto unaffected and shall cause all private caveats lodged on behalf of the Purchaser to be withdrawn. Thereafter, the Purchaser’s Solicitors shall be authorized to remit the amounts to be refunded and paid to the Purchaser and upon such amounts paid to the Purchaser, this Agreement shall be null and void and of no further legal effect and neither party hereto shall have any claims against the other and the Vendors shall be entitled to resell the said Property without further reference to the Purchaser.
14. PARTIES IN DEFAULT
The parties hereto in default of his covenant herein contained shall bear the costs and expenses incurred by the other in enforcing his rights herein including his solicitors’ client’s costs.
15. ACQUISITION OF PROPERTY
The Vendors hereby warrant to the Purchaser that they have received no notice nor are aware of any intended acquisition of the said Property or any part thereof and the parties hereto expressly agree that in the event of the exercise of any rights or the taking of any steps under the land Acquisition Act, 1960 or any other Act or legislation by the Federal Government or any other authority having power in that behalf between the date of this Agreement and the Completion Date to carry out such acquisition, the Purchaser shall, within thirty (30) calendar days from the date of receipt of written notification of acquisition, be entitled to terminate this Agreement by notice in writing and upon such termination the Vendors shall within fourteen (14) days from service of the notice refund to the Purchaser all monies paid by the Purchasers hereunder free from interest within fourteen (14) days from the date of the notice of termination by the Purchaser failing which the Vendors shall pay to the Purchaser interest on the amount to be refunded at the rate of eight per centum (8%) per annum from the expiry of the said fourteen (14) days until the date the amount to be refunded is paid to the Purchaser’s Solicitors. The Purchaser shall forthwith upon receipt by the Purchaser’s Solicitors of the amount to be refunded deliver to the Vendors the IDT and the Discharge Documents (if the same have been already been delivered to the Purchaser or the Purchaser’s Solicitors) intact with the Vendors’ interest and title as registered proprietors thereto unaffected and shall cause all private caveats lodged on behalf of the Purchaser to be withdrawn.
Thereafter the Purchaser’s Solicitors shall be authorized to remit the amount to be refunded to the Purchaser and upon such amount paid to the Purchaser, this Agreement shall be null and void and of no further legal effect and neither party hereto shall have any claims against the other. In the event no notice of termination is issued within the time stipulated herein the Purchaser shall be bound to complete this Agreement notwithstanding the acquisition. The Vendors shall notify the appropriate authority of the Purchaser’s interest under this Agreement and the Purchaser shall be entitled to the compensation payable under such acquisition and the Vendors shall in all matters concerning such acquisition act upon the instruction and at the costs of the Purchaser and shall do all acts and things as may be reasonably required by the Purchaser for the purpose of acquiring the best compensation payable.
16. OUTGOINGS
(a) All quit rent, rates, taxes, assessments sewage charges, Indah Water Konsortium charges, service charges, sinking fund and other outgoings payable in respect of the said Property shall be apportioned between the parties hereto as at the Completion Date and the Vendors shall indemnify the Purchaser against any loss or penalty which may be imposed by the relevant authorities in respect of the late or non-payment of such aforesaid outgoings which are payable in respect of the period prior to the Completion Date and interest, if any.
(b) The Vendors hereby undertake to produce to the Purchaser on or before the Completion Date all receipts in respect of water, electricity, quit rent, assessment charges, Indah Water Konsortium sewerage charges, service charges, sinking fund and other outgoings payable in respect of the said Property paid by the Vendors to the relevant authorities for the period immediately preceding the Completion Date.
(c) The parties hereto agree to duly submit or notify such local authority or such statutory or other appropriate body relating to the change of ownership and beneficial interest of the said Property. The parties further agree that where applicable, they shall procure, make arrangements for the refund, repayment, transfer of all deposits and/or the apportionment of deposits (if any) paid to the Vendors to the relevant bodies as has been paid by the Vendors in particular the water and electricity billing and charges and it is hereby agreed by the parties that it is not the duty of the Purchaser’s Solicitors to attend to do the same. The Vendors hereby undertake to fully settle all water electricity telephone and any other charges outstanding thereof at the time vacant possession of the said Property is delivered to the Purchaser.
17. REAL PROPERTY GAINS TAX (RPGT) TAX 1976
(a) The parties hereto shall within sixty (60) calendar days from the date of this Agreement (immediate upon the execution of this Agreement forthwith) submit the respective Notification of Disposal of Chargeable Asset and Notification of Acquisition of Chargeable Asset in respect of the disposal and acquisition of the said Property to the Director General of the Inland Revenue Board (hereinafter referred to as “the DGIR”) in accordance with the provisions of the RPGT Act.
(b) Subject to any exemption from payment of the RPGT Act, the Vendors shall at all times be liable to pay all RPGT (if any) which may be assessed by the DGIR and payable under the RPGT Act in respect of the Vendors’ disposal of the said Property and the Vendors further agree and covenant with the Purchaser to indemnify and keep the Purchaser fully indemnified against all claims, costs, damages, fines, tax liabilities of or penalties (if any) imposed on the Purchaser by the DGIR in connection with the Vendors’ disposal of the said Property.
18. TIME IS OF THE ESSENCE
Time wherever mentioned herein is of the essence of this Agreement.
19. NON-REGISTRATION OF DOCUMENTS
If for any reason whatsoever due to no fault of any of the parties hereto the registration of the Memorandum of Transfer over the said Property in favor of the Purchasers is rejected by the relevant land Registry/Office and cannot be rectified or remedied by either party and after both parties have exhausted all avenues or provisions for such rectification or remedial actions, then either party shall be entitled to terminate this Agreement at any time thereafter by giving notice of such termination to the other party and upon such termination, the Vendors shall within fourteen (14) days from service of the notice of termination refund to the Purchaser all monies paid by the Purchaser hereunder free from interest within fourteen (14) days from service of the notice of termination by the Purchaser failing which the Vendors shall pay to the Purchaser interest on the amount to be refunded at the rate of eight per centum (8%) per annum from the date of the notice of termination from the said fourteen (14) days until the date the amount to be refunded is paid to the Purchaser’s Solicitors. The Purchaser shall forthwith upon receipt by the Purchaser’s Solicitors of the amount to be refunded deliver to the Vendors the Issue Document Of Title and the Discharge Documents (if the same have been already been delivered to the Purchaser or the Purchaser’s Solicitors, as the case may be, intact with the Vendors’ interest and title as registered proprietors thereto unaffected and shall cause all private caveats lodged on behalf of the Purchaser to be withdrawn.
Thereafter the Purchaser’s Solicitors shall be authorized to remit the amount to be refunded to the Purchaser and upon such amount paid to the Purchaser, this Agreement shall be null and void and of no further legal effect and neither party hereto shall have any claims against the other and the Vendors shall be entitled to resell the said Property without further reference to the Purchaser.
20. FORCE MAJEURE
In the event the said Property is destroyed by fire, flood, earthquake, bad weather, force majeure or acts of God before the completion of this Agreement, this agreement shall be deemed terminated and the Purchaser shall be entitled to rescind this Agreement whereupon the Vendors shall within five (5) working days from the date of notification of such rescission from the Purchaser, refund or caused to be refunded without interest to the Purchaser all moneys paid by the Purchaser towards the account of the Purchase Price failing which the Vendors shall additionally pay interest at the rate of Eight per centum (8%) per annum on the amount to be refunded. Thereafter this Agreement shall be of no legal effect and neither party shall have claim against the other and thereafter this Agreement shall be deemed terminated and shall not have any further force or effect and neither party shall have any claim against the other save and except for any antecedent breach.
21. COSTS
Each part shall pay for their own solicitors’ costs. The stamp duty and registration fees payable on this Agreement and the Memorandum of Transfer shall however be borne by the Purchaser. The Purchaser further agrees to pay as and when required any additional stamp duty and/or penalty in respect of registration of the Memorandum of Transfer that may be imposed by the relevant authorities in respect of this Agreement where such additional stamp duty or penalty is a result of the Purchaser, the Financier and/or their solicitors’ delay. The cost in respect of the Discharge of Charge (if applicable) and all ancillary documents thereto shall however be borne by the Vendors.
22. INDULGENCE
The giving of time by one party (for the purposes of this clause, called “the Indulgent Party”) in respect of any obligations to be performed by the other party (for the purposes of this Clause, called “the Defaulting Party”) herein or the neglect or forbearance of any of the parties in enforcing any of their rights herein contained shall not be construed as a waiver or relinquishment of the Indulgent Party’s right to future performance of such provision and the Defaulting party’s obligation in respect of such future performance shall not construed as a waiver or relinquishment of the Indulgent party’s right to future performance of such provision and the Defaulting party’s obligations in respect of such future performance shall continue in full force and effect and shall not in anyway prejudice, affect or release the Defaulting Party from any of the covenants herein contained nor shall it affect or prejudice any of the Indulgent party’s rights herein contained.
23. SEVERABILITY
In the event that anyone or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable, illegal or otherwise invalid in any respect under the law governing this Agreement or its performance, such unenforceability, illegality or invalidity shall not affect any other provisions of this Agreement and this Agreement shall then be construed as if such unenforceable, illegal or invalid provisions had never been contained herein.
24. NOTICES
(a) Any notice required to be served pursuant to this Agreement shall be in writing and shall be served on the Vendors or the Purchaser, as the case may be, at their respective address stated above or such other addresses as either party may from time to time determine the service of notice.
(b) A notice or request shall be deemed to have been sufficiently given as follows:-
(i) If personally delivered, at the time of delivery, or
(ii) If sent by prepaid registered mail, at the expiration of five (5) days after the envelope, containing the same, was delivered into the custody of the postal authorities;
(iii) If sent by facsimile transmission, the notice shall be deemed to be duly transmitted if the sender has a transmission report from the facsimile machine of it having been duly sent. All such notices shall be subsequently confirmed by letter posted or delivered as soon as practicable.
25. SCHEDULES
The Schedules hereto shall form an essential part of this Agreement and shall be taken read and construed as such.
26. HEIRS AND ASSIGNS ETC.
This Agreement shall be binding upon the respective heirs, executors, administrators, trustees, successors-in-title, and permitted assigns of the parties hereto.
27. DEFINITIONS AND INTERPRETATIONS
In this Agreement, unless there is something in subject or context inconsistent with such construction or unless it is otherwise expressly provided:-
(a) words importing the masculine gender only shall include the feminine and neuter genders and vice versa;
(b) words in the singular number only shall include the plural number and vice-vera;
(c) where there are two or more persons or parties included or comprised in the expression “the Vendors” and “the Purchaser” agreements covenants terms stipulations and undertakings expressed to be made by or binding upon such persons or parties shall be deemed to be made by or binding upon such persons jointly and severally.
(d) The expression “Ringgit Malaysia” and the abbreviation “RM” shall mean the lawful currency of Malaysia;
(e) References to Clauses and sub clauses are to be construed as references to Clauses and sub clauses of this Agreement;
(f) References to the provisions of any legislation include references to any statutory modification and re-enactment thereof;
(g) Words applicable to natural persons include any body of persons, company, corporation, firm or partnership corporate or unincorporate ands vice-versa;
(h) The schedules and appendices annexed hereto (if any) shall form part of this Agreement.
(i) The headings of each of the provisions herein contained are inserted merely for convenience of reference and shall be ignored in the interpretations of the provisions herein.
(j) When an acts is required to be done within a specified number of days after or from a specified date, the period is exclusive of the date so specified;
(k) If the last day of the period is a Saturday, Sunday or public holiday (hereinafter referred to as “the Excluded Day”), the period shall include the following day which is not an Excluded Day; and
(l) Working days shall mean the period of Monday to Friday (except public holidays (gazetted or ungazetted) and unscheduled holidays.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and tear first above written.
SIGNED by the Vendors )
..................................... )
and )
..................................... )
In the presence of:- )
SIGNED by the Purchaser )
..................................... )
In the presence of:- )
....................................................................................................................
FIRST SCHEDULE
(to be taken, read and construed as an essential part of this Agreement)
(to be taken, read and construed as an essential part of this Agreement)
| Section | Items | Particulars |
| 1 | Date of this Agreement | |
| 2 | The Vendors | |
| 3 | The Purchaser | |
| 4 | The Property | |
| 5 | The Strata Title | |
| 6 | The Vendors’ Financier | |
| 7 | The Purchaser’s Solicitors |
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SECOND SCHEDULE
(to be taken, read and construed as an essential part of this Agreement)
(to be taken, read and construed as an essential part of this Agreement)
| Section | Items | Particulars |
| 1 | The Deposit | Ten Percentum (10%) of the Total Purchase Price, namely Ringgit Malaysia Seven Thousand Eight Hundred (RM7,800-00) by way of;
a) Ringgit Malaysia One (RM 1-00) only upon signing of this Agreement; and b) Balance of deposit sum to be paid through EPF withdrawal of the Purchaser within three (3) months or as soon as may treasonably be from the date of this Agreement. |
| 2 | The Total Purchase Price | |
| 3 | The Balance of Purchase Price | |
| 4 | Time of Payment of Balance of Purchase Price |
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