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Tuesday, January 31, 2012

SALE AND PURCHASE AGREEMENT, strata title

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. ‎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.‎

  2. 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.‎

  3. ‎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.‎

  4. ‎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.‎
NOW THEREFORE, it is hereby agreed by the parties hereto as follows:-‎

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)‎
SectionItems 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
‎ ‎




---------------------------------------------------------------------------------------------------------

SECOND SCHEDULE
(to be taken, read and construed as an essential part of this Agreement)‎
SectionItems 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



‎---------------END----------------‎

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