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Sale & Purchase Agreement

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SALE AND PURCHASE AGREEMENT


THIS AGREEMENT is made this

day of

2014.
BETWEEN
xxxxxxxxxxxxxxxxxxxxx of xxxxxxxxxxxxxxxxxxxxxxx (hereinafter
referred to as the Vendors) of the one part;
AND
xxxxxxxxxxxxxxxxx

of

xxxxxxxxxxxxxxxxxxxxxxxxxx

(hereinafter

referred to as the Purchaser) of the other part.


WHEREAS:A.

By a Sale and Purchase Agreement dated xxxxxxxx


(hereinafter referred to

as the Principal Agreement)

made between xxxxxxxxxxxx a company incorporated in


Malaysia

and

duly

licensed

under

the

Housing

Development Control and Licensing) Act 1966 (hereinafter


called

the

Developer)

xxxxxxxxxxxxxxxx

of

(hereinafter

the

one

called

part
the

and
First

Purchaser) of the third part, the Developer and the


Proprietor has agreed to sell and the First Purchaser has
agreed to purchase

the said Property more particularly

described in Section 4 of the First Schedule hereto


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Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


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(hereinafter called the said Property) upon the terms and


subject

to

the

conditions

set

out

in

the

Principal

Agreement.
B.

Due to the default by the First Purchaser, the Property was


sold by auction to xxxxxxxxxxxxxxx

(hereinafter called

the Second Purchaser) vide Proclamation of Sale dated


20th of April 2006 (hereinafter referred to as the
Proclamation of Sale), and perfected vide Deed of
Assignment (Transfer) dated 13th April 2007.
C.

By a SALE AND PURCHASE AGREEMENT dated the


29th day of August 2008 (the same is hereinafter referred
to as the Second Sale and Purchase Agreement) made
between the Second Purchaser of the FIRST PART AND the
Vendor of the SECOND PART, the Second Purchaser has
agreed to sell to the Vendor and the Vendor has(have)
agreed to purchase from the Second Purchaser the said
Property in accordance to terms and conditions, as
contained therein in the Second Sale and Purchase
Agreement.

D.

The separate Individual Title in respect of the said


Property has yet to be issued by the relevant Authorities.

E.

The Vendors is hereby expressly and irrevocably declare


that he has voluntarily opted not to seek any legal
representation in relation here to and that he has
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Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


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voluntarily

executed

this

Agreement

and

that

he

understand contents and effect hereof.

F.

The

Purchasers

xxxxxxxxxxxxxxx

is

represented

(Advocates

&

by

MESSRS.

Solicitors)

of

xxxxxxxxxxxxxxxxxxxxxx.
G.

The Vendors and Purchaser hereby solemnly and sincerely


declare that they have not committed any act of Bankruptcy
(of liquidation, as the case may be) in court of law in
Malaysia.

H.

The Vendor is now desirous of selling and the Purchaser is


desirous of purchasing the said Property with vacant
possession upon the terms and conditions herein contained.

I.

The Purchaser intends to apply to a financial Institution


(hereinafter referred to as the Financier) for a Loan to
complete the purchase of the said property.

J.

The said Property is assigned to xxxxxxxxxxxxx.

IT IS NOW AGREED AS FOLLOWS:1.

CONSIDERATION
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Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


____________________________________________________________________________________________________

Simultaneously

with

execution

of

the

Agreement

the

Purchaser shall pay to the Vendors sum of Ringgit Malaysia


xxxxxxxxxxxxxxx only being 10% of the Purchase Price
(hereinafter referred to as the deposit), and the Vendors
hereby agrees to sell transfer and assign all her rights, title
and interest in and to the Property free of all encumbrances
and caveats (in respect of the Property) and with vacant
possession but subject to such covenants stipulations and
conditions as may be imposed upon the same by or under the
Principal Agreement at the Purchase Price upon the terms and
conditions hereinafter stated.

2.

PAYMENT OF BALANCE PURCHASE PRICE


The

Balance

Purchase

Price

of

Ringgit

Malaysia

xxxxxxxxxxxxxxx (hereinafter referred to as the Balance


Purchase Price) shall be paid within three (3) months from
the date of this Agreement or from the date receipt of the
Developers Confirmation (whichever is later) (hereinafter
referred to as the Completion Date).
3.

EXTENSION OF TIME

3.1

If the Balance Purchase Price or any part thereof is not paid


by the Completion Date, the Vendors shall grant to the
Purchaser thirty (30) days to pay the same with interest
commencing on the day next following the Completion Date
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Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


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(hereinafter referred to as the Extended Completion Date)


PROVIDED ALWAYS THAT late payment interest of eight (8%)
per centum per annum shall be payable calculated on a daily
basis and the Completion Date shall be extended in the event
that there is delay attributable to the Vendors, Developer
and/or the Lender. For the purpose of this Agreement, delay
shall mean a period of time in excess of fourteen (14) working
days from:
3.1.1

the date a request is made for the redemption


statement cum letter of undertaking (if any) from the
Vendors financier (Lender) to the date of receipt by
the Purchasers Solicitors or the Financiers Solicitors,
as the case may be;

3.1.2

the date full payment of the redemption sum (if


any) is made to the Lender to the date the Receipt and
Reassignment and the Lenders Documents referred to
in Clause 5.1.1 are received by the Purchasers Solicitors
or the Financiers Solicitors, as the case may be.

3.2

Upon the happening of any of the events in Clauses 3.1.1 to


3.1.2, the Completion Date shall be extended the time period
which is in excess of the said fourteen (14) working days.

4.

FAILURE OF PURCHASER IN PAYING THE BALANCE


PURCHASE PRICE
If the Vendors have fulfilled all their obligations under this
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Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


____________________________________________________________________________________________________

Agreement and if the Purchaser fails to pay the Balance


Purchase Price together with interest, if any, in accordance
with the terms of this Agreement, the Deposit paid shall be
absolutely forfeited to the Vendors and all payments made in
excess of the Deposit shall forthwith be refunded without any
interest to the Purchaser. Further, the Purchaser shall return
to the Vendors, all the documents with the interest of the
Vendors remains intact and where vacant possession has been
delivered, the Purchaser shall restore vacant possession to the
Vendors and shall at his own costs and expenses withdraw or
cause to be withdrawn immediatelyany private caveat and all
other encumbrance created by the Purchaser and/or the
Financier, such evidence to be produced to the Vendors.
Thereafter this Agreement shall be terminated and neither
party shall have any further claims against the other. The
Vendors shall be entitled to resell the Property without notice
to the Purchaser in such manner as the Vendors shall deem fit
without having to account to the Purchaser for any profit
made on such resale.

5.

PURCHASERS LOAN

5.1

If the Purchaser is applying for a loan (the Loan) from a


bank or a licensed financier (the Financier) to complete the
purchase of the Property, the Purchaser shall procure an
undertaking

(the

Financiers

Undertaking)

from

the

Financier to the Vendors directly:


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Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


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5.1.1

to release a sum (the Redemption Sum) (if any)


sufficient for redeeming the Property from the Lender
upon the Lenders written undertaking to deliver a valid
Receipt and Re-assignment and to deliver the original
stamped Principal Agreement, the original stamped Loan
Agreement, Deed of Assignment and other security
documents referred to in this Agreement to perfect the
assignment of the Property to the Purchaser (collectively
referred

to as the Lenders

Documents)

to the

Financier or its Solicitors; and upon the Lenders further


undertaking (if any) to refund the Redemption Sum paid
in the event that the Receipt and Reassignment cannot
be perfected for any reasons whatsoever, and/or
5.1.2 to release the balance of the Loan or the Loan as the
case may be to the Vendors on or before the Completion
Date or the Extended Completion Date upon the
Purchasers Solicitors undertaking to deliver to the
Financier or its Solicitors the duly executed adjudicated
and stamped Deed of Assignment.
5.2

Upon approval of the Purchasers Loan, the Purchaser


shall pay the difference between the Balance Purchase
Price and the Loan (Difference Sum), if any, to the
Purchasers Solicitors as Stakeholders.

5.3

The Vendors shall within fourteen (14) days of request by


the

Purchasers

Solicitors
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or

Financiers

Solicitors

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Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


____________________________________________________________________________________________________

deliver an undertaking to refund to the Financier the


Loan or any part released in the event that the Receipt
and Reassignment and Deed of Assignment cannot be
effected or perfected for any reason whatsoever.
6.

DEED OF ASSIGNMENT

6.1

The Vendors shall upon execution of this Agreement execute a


Deed of Assignment in respect of the Property and deliver the
same to the Purchasers Solicitors who shall hold the same as
stakeholders.

6.2

The Purchasers Solicitors shall upon receipt of the duly


endorsed Deed of Assignment, shall forward the Deed of
Assignment for adjudication and payment of the stamp duty
payable. The Purchasers Solicitors shall undertake to forward
the duly adjudicated and stamped Deed of Assignment to the
Financier.

6.3

Where the Purchaser is not obtaining any financing, the Deed


of Assignment duly executed by all parties shall be released
by the Vendors to the Purchasers Solicitors upon full payment
of the Balance Sum to the Purchasers Solicitors. The
Purchasers Solicitors shall forthwith forward the Deed of
Assignment for adjudication and proceed to stamp the same
with ad valorem stamp duty upon due valuation.

__________________________________________________________________________________________
Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


____________________________________________________________________________________________________

7.

DELIVERY OF DOCUMENTS

7.1

The Vendors shall simultaneously with the execution of this


Agreement

deliver

to

the

Purchasers

Solicitors

as

stakeholders:
7.1.1 a copy of the quit rent and assessment receipts for the
current year;
7.1.2

a copy of the national registration identity card of


the Vendors; and

7.1.3

7.2

particulars of the income tax reference no. of the


Vendors and the place of assessment, (if applicable).

Subject to the receipt of the Financiers Letter of Undertaking


to the Vendors directly and payment of the Difference Sum by
the Purchaser, the parties agree that the Principal Agreement,
Deed of Assignment, Receipt and Reassignment and the
Lenders Documents together with copy of current year
receipt for the quit rent (if any) and assessment of the
Property shall be released to the Purchasers Solicitors upon
completion of the sale and purchase or to the Financiers
Solicitors if the Purchaser shall be obtaining the Loan.

8.

INSPECTION AND CONDITION


The Purchaser hereby confirm and declare that she has
inspected the said Property and is satisfied with the condition
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Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


____________________________________________________________________________________________________

state nature and character of the same and the Vendors


hereby covenant with the Purchaser that the said Property
shall be in and of the same condition state nature and
character (fair wear and tear excepted) at the date of delivery
of vacant possession as it is at the date of this Agreement.
9.

REAL PROPERTY GAIN TAX


The

parties

hereby

irrevocably

and

unconditionally

and

expressly confirm and agree that the Purchasers Solicitors shall


be required to retain a sum of equivalent to 2 % of the
Purchase Price as required under the Real Property Gain Tax
Act, 1976 from the deposit (hereinafter referred to as the
retention sum) in accordance with Section 21B of the Real
Property Gain Tax Act, 1976 and to remit the relevant authority
of the Real Property Gains Tax within 60 days from the date of
disposal.
10.

WARRANTIES AND REPRESENTATIONS

10.1 The Vendors warrant, represent and undertake with the


Purchaser as follows:
10.1.1

that the Vendors are the beneficial owner of the

Property and have full power and authority to execute,


deliver and perform the terms of this Agreement;
10.1.2

the Property will be free from all encumbrances

whatsoever on the Completion Date or the Extended


Completion Date, as the case may be;
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Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


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10.1.3

save

for

what

has

been

disclosed

in

this

Agreement, the Vendors have not entered into any


agreement to sell the Property or any part thereof or
assigned or granted to any party any right, title and
interest in the Property or granted any lease, option or
easement in the Property;
10.1.4

there

instituted
proceedings

is

no

court

including

proceeding

bankruptcy

against

the

Vendors

threatened

or

or

winding

up

or

affecting

the

Property of which they are aware or ought reasonably to


be aware;
10.1.5 save for what has been disclosed in this Agreement, the
Vendors will not after the date of this Agreement sell,
dispose, assign, lease or any way encumber the Property
or any part thereof;
10.1.6

all quit rent, assessment, sewerage services and

other outgoings that are due and payable shall be fully


paid on the date of this Agreement;
10.1.7

a certificate of fitness in respect of the Property

has been issued by the relevant authority;


10.1.8 the Property shall be in and of the same condition,
state, nature and character (fair wear and tear excepted)
at the date of delivery of vacant possession as it is at the
date of this Agreement;
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Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


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10.1.9

the Vendors have not received any notices from any

statutory or local authority which will or may prejudice


or adversely affect the present or continued use and
enjoyment by the Vendors of the Property or which will
or may subject the Vendors to onerous charge or
liability; and the Vendors shall give to the Purchaser
immediate notice of any such notices which he has
received after the date of this Agreement; AND
10.1.10 the representations and warranties herein shall
continue to have full force and effect notwithstanding
the completion of the purchase of the Property.
11.2 The truth and correctness of the matters stated in the
warranties and representations set out in this Clause shall
form the basis of the Purchasers commitment to purchase the
Property. If any warranty or representation of the Vendors are
found incorrect or if any undertaking of the Vendors are not
carried out and/or if the Vendors shall fail to make full
disclosure to the Purchaser of any material particular
concerning the Property, then in such an event, the Purchaser
shall be entitled by notice in writing to elect to:
11.2.1

complete the purchase of the Property in which

event

the

Vendors

shall

indemnify

and

keep

the

Purchaser indemnified against all loss, damage, interest,


costs and expenses (including solicitors costs on a
solicitors and client basis) suffered or incurred by the
Purchaser in completion the purchase of the Property;
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Advocates & Solicitors

Sale & Purchase Agreement


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OR
11.2.2

terminate this Agreement in which event the

provisions of Clause 18 shall apply but failure to exercise


this right shall not constitute a waiver of any other rights
of the Purchaser arising out of any breach of covenant,
representation or warranty.
12.

RELEASE OF PURCHASE PRICE


Upon receipt of the Receipt and Reassignment of the Property
from the Lender, if any, and upon presentation of the Form
14A in favour of the Purchasers and Memorandum of Charge
in favour of the Purchasers Financier for registration at the
Land Office concern and provided that the conditions of the
Purchasers

Loan

shall

have

been

complied

with,

the

Purchasers Solicitors shall release the Balance Purchase


Price less the Redemption Sum (if any) , Retention Sum (if
any) and all lawful deductions or payments within seven (7)
working days from the date of presentation of the relevant
documents for registration with the relevant land registry/office
failing which the Stakeholder is hereby irrevocably authorised
by the parties hereto to immediately release the Balance
Purchase Price to the Vendor.
13.

PAYMENT OF OUTGOINGS

13.1 The Vendors shall prior to the Completion Date or the


Extended Completion Date (as the case maybe) produce to the
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Advocates & Solicitors

Sale & Purchase Agreement


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Purchaser the official receipts for the payment of all outgoings


including quit rent, assessments or other charges levied by
the relevant authorities and/or the Developer in respect of the
said Property up to the current period of such levy.
13.2 All quit rents, assessments rates; service and maintenances
charges and other similar outgoings shall be apportioned
between the parties hereto on the date of delivery of vacant
possession and all moneys due from one party to the other
shall be paid on the day of release of the Balance Purchase
Price or the remainder thereof to the Vendors. The water and
electricity deposits shall be paid by the Purchaser to the
Developer, the relevant authorities or the Vendors as the case
may be.
13.3 The Vendors shall pay for all other payments in respect of the
Property due to the relevant authorities including drainage
contribution

and

land

premium,

if

such

payments

are

applicable for the period prior the date of vacant possession.


13.4 The Purchaser shall within fourteen (14) days from the date of
delivery of vacant possession of the Property, individually
inform

all

the

relevant

local

authority/department

for,

including but not limited to, (a) quit rent; (b) assessment; and
(c) water, electricity and sewerage utilities, for the change of
ownership of the Property. The Vendors shall, as reasonably
necessary assist, provide any document and settle any
outstanding payment pertaining to the outgoings above
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Advocates & Solicitors

Sale & Purchase Agreement


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accrued prior to the delivery of the vacant possession of the


Property in order to facilitate the Purchaser in performing the
foregoing matters. The parties agree that the Purchasers
Solicitors is not obliged to perform the foregoing matters.
13.5 The Purchaser shall indemnify the Vendors for any penalty
imposed by the relevant local authority/department onto the
Vendors if the penalty is imposed due to the Purchasers
failure to settle his outgoings for the period after the delivery
of vacant possession of the Property or failure to carry out his
obligation and likewise.
14.

GOVERNMENT ACQUISITION

14.1 The Vendors hereby warrant and represent to the Purchaser


that as at the date of execution of this Agreement the Vendors
have no knowledge of any intended acquisition of the Property
or any part thereof nor have any reason to believe that the
Property or any part thereof is subject to acquisition by any
governmental statutory urban or municipal authority or that
any advertisement in the Government Gazette of such
intention has been published to either Section 4 or Section 8
of the Land Acquisition Act, 1960.
14.2 Notwithstanding the warranty

or representation of

the

Vendors above, if the property or any part thereof is subject to


intended acquisition whether by notification or by publication
in the gazette or whether prior to or after the date of this
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Advocates & Solicitors

Sale & Purchase Agreement


____________________________________________________________________________________________________

Agreement but before the perfection of the assignment from


the Vendors to the Purchaser, the Vendors shall immediately
give

notice

to

the

Purchaser

of

such

notification

or

publication, whereupon the Purchaser shall be entitled by


notice to elect either to terminate this Agreement or to
complete the purchase of the Property. The provisions of this
clause shall not be deemed to be a waiver of the rights of the
Purchaser.
14.3 In the event that the Purchaser elect to terminate the sale and
purchase herein, the Vendors shall refund all monies within
fourteen (14) days of the date of receipt of the Purchasers
notice failing which the Vendors shall pay interest thereon at
the rate of eight (8%) per annum calculated on a daily basis
from the date of termination of this agreement to the date of
payment by the Vendors.
14.4 In the event that the Purchaser elects to complete the
purchase of the Property the Purchaser shall be entitled to all
compensation payable. The Vendors shall immediately notify
the relevant authority of the Purchasers interest in the
Property and shall do all acts and things as the Purchaser may
reasonably require at the cost of the Purchaser for the
purpose of obtaining the best compensation.

15.

VACANT POSSESSION

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Advocates & Solicitors

Sale & Purchase Agreement


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15.1 The Vendors shall deliver vacant possession of the Property


(together with all complete sets of keys of the Property) to the
Purchaser or the Purchasers representative within five (5)
working days from the date of full payment of the Purchase
Price (together with late payment interest and the Purchasers
portion of outgoings, if any). In the event that the Vendors fail
to deliver vacant possession of the Property within the
aforesaid time, the Purchaser shall be entitled to elect either
of the following options:
15.1.1

the Vendors shall pay interest to the Purchaser at

the rate of eight per cent (8%) per annum calculated on


a daily basis on the Purchase Price from the next after
the expiry of the five (5) working days mentioned in
Clause 15.1 herein to the date the vacant possession is
actually delivered.
15.1.2

the above options shall not be construed to mean

that the Vendors shall be entitled to extension of time for


delivery of vacant possession.
15.2

The Vendor are also required to ensure that the


balcony, the wall from 2nd room and the other areas
which are leaking has been remedied and in a good
condition upon the time of delivery of the vacant
possession.

16.

SPECIFIC PERFORMANCE

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Advocates & Solicitors

Sale & Purchase Agreement


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If the Vendors fail, omit and/or breach to complete the Sale


and Purchase herein, the Purchaser shall be entitled to take
such action in law as may be necessary to compel the Vendors
to compel specific performance of this Agreement to complete
the sale of the Property to the Purchaser. In addition, the
Purchaser shall be entitled to claim against the Vendors any
loss,

damage,

interest,

costs

and

expenses

(including

Solicitors costs on a Solicitor and client basis) suffered by the


Purchaser.
17.

CONSEQUENCES OF TERMINATION

17.1 The Vendors shall forthwith upon receipt of the Purchasers


notice of termination under Clause 11.2.2 or 16.1 above, pay
to the Purchaser a sum equivalent to the Deposit as liquidated
damages and refund to the Purchaser all monies paid by the
Purchaser (the liquidated damages and refund of monies paid
shall be referred to as the aforesaid sums) within fourteen
(14) working days from the date of receipt of the notice of
termination by the Vendors (the expiry of the said 14 days
period shall be referred to as Termination Date) failing
which the Vendors shall also pay to the Purchaser interest at
the rate of Eight per centum (8%) per annum on a daily basis
calculated from the Termination Date until the date of actual
refund.
17.2 Upon receipt of the aforesaid sums together with interest, if
any, the Purchasers Solicitors shall return to the Vendors
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Advocates & Solicitors

Sale & Purchase Agreement


____________________________________________________________________________________________________

within fourteen (14) working days of all documents forwarded


by the Vendors or Vendors Financier or their Solicitors with
the Vendors rights and interests intact, the withdrawal of any
caveat entered by the Purchaser and/or the Purchasers
Financier pursuant to this Agreement and redelivery of vacant
possession of the Property to the Vendors (if already
delivered.). Thereafter, neither party shall have any further
claims against the other (save and except for antecedent
breach) and the Vendors shall be entitled to resell the
Property without notice to the Purchaser in such manner as
the Vendors shall deem fit without having to account to the
Purchaser for any profit made on such resale.
18.

COSTS

18.1 The parties shall pay their respective solicitors the costs of
and incidental to the preparation and execution of this
Agreement and the Assignment of the Property but all stamp
duty and registration fees shall be borne and paid by the
Purchaser.
18.2 The Purchaser further agree to pay as and when required any
additional or excess stamp duty and/or penalty that may be
imposed by the Collector of Stamp Duty or such other
competent authority or authority or authorities in respect of
this Agreement and the Deed of Assignment.
18.3 The Vendors shall pay their own solicitors costs and
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Advocates & Solicitors

Sale & Purchase Agreement


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disbursements in respect of the Receipt and Reassignment (if


any) and confirmation charge.

19.

DAMAGE OF PROPERTY
In the event that the Property is destroyed by fire, landslide or
other Act of God to such an extent that it is irreparable to a
habitable

condition

before

the

perfection

the

Deed

of

Assignment in favour of the Purchaser, the Purchasers shall


be entitled to rescind this Agreement by written notice to the
Vendors and the Vendors shall refund to the Purchaser all
monies paid under this Agreement within fourteen (14) days
of the date of the said notice.
20.

LEGAL PROCEEDINGS
The Vendors declare and warrant that there is no court
proceeding threatened or instituted against the Vendors or
affecting the Property of which it is aware or ought reasonably
to be aware and acknowledge that the Purchaser is entering
into this Agreement in reliance upon this declaration and
warranty.

21.

KNOWLEDGE AND ACQUIESCENE


Knowledge or acquiescence by either party hereto of or in any
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Advocates & Solicitors

Sale & Purchase Agreement


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breach of any of the conditions or covenants herein contained


shall not operate as or be deemed to be waiver of such
conditions or covenants or any of them and notwithstanding
such knowledge or acquiescence each party hereto shall be
entitled

to

exercise

their

respective

rights

under

this

Agreement and to require strict performance by the other of


the terms and conditions herein.
22.

NOTICE / LEGAL SERVICE


22.1 Any notice, request or demand required to be served by

either party hereto

to the

other under the provisions of

this Agreement shall be in writing and

shall be deemed to

be sufficiently served to the other:


22.1.1

if any notice, request, demand or any legal process

sent by the party or its Solicitors by prepaid registered


or ordinary post to the respective address for service of
the parties hereinbefore mentioned or its Solicitors and
in such a case, it shall be deemed (whether it is actually
delivered or not) to have been duly served and duly
received by the party within five (5) working days from
the day it is posted; or
22.1.2

if it is dispatched by hand to the party or its

Solicitors, it shall be deemed to have been received


when receipt of the same is acknowledged by the party
to be served or its Solicitors on the duplicate of the
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Advocates & Solicitors

Sale & Purchase Agreement


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notice, request or demand; or


22.1.3 if is sent by facsimile, it shall be deemed to have been
received when it ought in the ordinary course to have
been received by the party to whom it is intended and
subject to the sender possesses a transmission note.
Any changes of address by either party during the period of the
transaction of this Agreement shall be communicated to directly
each other or to his respective Solicitors and nothing done in
reliance to subsection 23.1.1 to 23.1.3 above, shall be effected or
prejudiced by any subsequent change in the address of service over
which the other party has no actual knowledge of the time the act
or thing was done or carried out.
23.

DEFINITIONS
23.1 In this Agreement where the context so admits:
23.1.1

Where there are two or more persons included in

the term the Vendors and/or the Purchaser their


liabilities under this Agreement shall be joint and
several;
23.1.2

Words importing the masculine gender shall be

deemed to include the feminine and neuter genders and


words importing the singular number shall include the
plural and vice versa; and

22

__________________________________________________________________________________________
Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


____________________________________________________________________________________________________

23.1.3 Working days herein shall mean a day (other than a


Saturday, Sunday or Public Holiday) on which banks, licensed
to carry on banking business

under the provisions of the

Banking and Financial Institutions Act 1989,

are open for

business in Selangor and Wilayah Persekutuan Kuala Lumpur.


24.

TIME
Time wherever mentioned shall be the essence of the

contract.
25.

GENERAL
This Agreement shall be binding upon the respective heirs,
personal representatives and successors of the Vendors and
the Purchaser.

26.

AMENDMENT
No amendments and/or additions and/or alterations to the
provisions of this Agreement shall be binding or effective
unless reduced in writing and executed by all parties hereto.

27.

SEVERABILITY
Any term, condition, stipulation, provision, covenant or
undertaking in this Agreement which is illegal void prohibited
or unenforceable shall be ineffective to the extent of such
illegality, voidness, prohibition or unenforceability without
invalidating the remaining provisions hereof and any such
illegality, voidness, prohibition or unenforceability shall not
23

__________________________________________________________________________________________
Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


____________________________________________________________________________________________________

invalidate or render illegal, void or unenforceable any other


terms,

conditions,

stipulations,

provisions,

covenants

or

undertakings herein contained.

IN WITNESS WHEREOF the parties hereto have hereunto set


their respective hands the day and the year first above written.

SIGNED by the said Vendors

)
)
)

in the presence of:

SIGNED by the said Purchaser

in the presence of:

24

__________________________________________________________________________________________
Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


____________________________________________________________________________________________________

SCH E D U L E 1
(which shall be read and construed as an essential part of this
Agreement)
Section 1
Date of Agreement

Section 2
Vendor(s)

Address

Section 3
Purchaser(s)
Address

:
:

Section 4
Particulars of Property:
Section 5
Purchase Price

Ringgit Malaysia xxxxxxxxxxxx Only

25

__________________________________________________________________________________________
Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


____________________________________________________________________________________________________

Section 6
Manner of payment

: Simultaneously with execution of


the Agreement the Purchaser shall pay
sum of xxxxx being 10% Deposit of the
Purchase Price; and
The

Balance

of

Purchase

Price

xxxxxxxxx shall

amounting to

be paid to the Vendor(s) within three (3)


months from the date of this Agreement
or

from

the

Developers

date

receipt

Confirmation

of

the

(hereinafter

referred to as the Completion Date).


_______________________________________________________________________
Section 7
Balance Purchase Price

Ringgit Malaysia xxxxxxxxxxxxxx

Section 8
Completion Date

:
Three (3) months from the date of
this Agreement or from the date receipt
of
the
Developers
Confirmation
(whichever is later).

Section 9
26

__________________________________________________________________________________________
Messrs xxxxxx
Advocates & Solicitors

Sale & Purchase Agreement


____________________________________________________________________________________________________

Extended Completion Date :


the Completion

One (1) month from the expiry of


Date.

Section 10
Purchasers Solicitors

:
MESSRS xxxxxxxxxxxxxxxxx
(Advocates & Solicitors)
xxxxxxxxxxxxxx

Section 11
Time of delivery of
purchase price.
vacant possession

Upon

27

full

payment

of

balance

__________________________________________________________________________________________
Messrs xxxxxx
Advocates & Solicitors