Dated this

day of

Vendor

SUHAIMI BIN MANSOR

Purchaser

MUHAMMAD REDZUAN BIN SALLEH

20

SALE AND PURCHASE AGREEMENT

Messrs. Lind, Willie, Wong & Chin

Advocates and Solicitors
Level 7, Wisma Great Eastern
No. 65, Jalan Gaya
88000 Kota Kinabalu, Sabah

Tel
Fax
Ref

:
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:

08-218711
088-218043
KMW/IV/M-204/av

SALE AND PURCHASE AGREEMENT

This Agreement is made the _______ day of ________________________ 20____.
Between
SUHAIMI BIN MANSOR (NRIC NO. 730101-03-8433) of c/o Agensi Penguatkuasaan Maritim
Malaysia, Daerah Maritim Kudat/DM16, Jalan Lintas, Kudat, Sabah (hereinafter called the Vendor"
which expression shall where the context so admits include his successors in title and assigns) of one part;
AND
MUHAMMAD REDZUAN BIN SALLEH (NRIC NO. 900114-01-5037) of No. 703, Jalan Tanah
Merah, 83000 Batu Pahat, Johor (hereinafter called the Purchaser" which expression shall where the
context so admits include his successors and nominees) of the other part.
It is declared and warranted as follows:1.

The Vendor is the beneficial and eventual registered owner of Country Lease No. 225322136
representing a parcel of land measuring an area of 2,035 sq. ft. more or less together with a
completed single storey intermediate terrace house erected thereon known as Lot No. 54, Taman
JJ, Kota Marudu, Sabah (hereinafter referred to as "the said Property").

2.

The said Property is presently assigned in favour of PERBENDAHARAAN MALAYSIA,

BAHAGIAN PINJAMAN PERUMAHAN of Kuala Lumpur (hereinafter referred to as "the
said Lender") and which otherwise is free from any other encumbrances.

3.

The document of title to the said Property has been issued by the Lands & Surveys Department,
Kota Kinabalu and the registration of the Memorandum of Transfer from JULIANAH BINTI
JUMBIN (NRIC NO. 571025-12-5408) of Kota Kinabalu (hereinafter referred to as the
Landowner) in favour of the Vendor (hereinafter referred to as the 1st MOT) and the charge in
favour of the said Lender (hereinafter referred to as the said Charge) is being handled by the
legal firm of M/s TING ANUAR & CO. (hereinafter referred to as the Lenders solicitors).

4.

The said Property is presently rented out by the Vendor.

5.

The registration of the 1st MOT and the said Charge has not been effected. Notwithstanding the
foregoing, the Vendor is desirous of selling and the Purchaser is desirous of purchasing the
registered ownership in the said Property on an as is where is basis with vacant possession in
its present state and condition as inspected by the Purchaser and free from encumbrances upon
terms and conditions of this agreement.

6.

The Purchaser is represented by the legal firm of M/s LIND WILIE WONG & CHIN of Level
7, Wisma Great Eastern, No. 65, Jalan Gaya, 88000 Kota Kinabalu (hereinafter referred to as
the Legal Firm).

Now this Agreement witnesseth as follows:1.

Sale
CONTINGENT UPON the registration of the 1st MOT in favour of the Vendor, the Vendor agree
to sell the beneficial and registered interest and ownership to the said Property to the Purchaser on
an as is where is basis with vacant possession free from encumbrances subject to the payment

-2to the Vendor of the total purchase price of RM190,000.00 (hereinafter called "the Purchase
Price") by the Purchaser and upon the terms hereinafter contained.
2.

Purchase Price
The Purchase Price shall be paid in the following manner:(a)

Deposit RM19,000.00
Upon the parties execution of this Agreement and the Memorandum of Transfer in favour
of the Purchaser, the Purchaser shall pay a deposit of RM19,000.00 to the Legal Firm as
stakeholder with instruction from the Purchaser to release to the Vendor upon a caveat
over the said Property by the Purchaser having been accepted for registration by the
Central Land Office evidenced by the issuance of a memorial number for the same.

(b)

Balance RM171,000.00
The balance of the Purchase Price of RM171,000.00 (hereinafter referred to as
the Balance) shall be paid to the Legal Firm on or before the expiry of four (4) months
from the date of this Agreement or date of receipt of the said original title deed, the 1 st
MOT and the said Charge, whichever is later. The Legal Firm shall hold the same as
stakeholders and shall only release the Balance to the Vendor in accordance with the terms
herein.

(c)

Extension of time
If the Purchaser is unable to pay the balance of Purchase Price within the aforesaid 4
months:(a)
the time for payment of the balance Purchase Price shall be
automatically be extended for another period of one (1) month from the expiry of
the said 4 months free of interest;
or
(b)
the time for payment of the balance of the Purchase Price shall
automatically be extended for another period of two (2) months (free of interest)
from the date of the Legal Firm/the Purchasers Financier or the Purchasers
Financier solicitors have received the original title deed duly registered with the 1st
MOT and the said Charge, the redemption statement cum letter of undertaking for
the above property and the Letter of Consent addressed to the Central Land
Office, Kota Kinabalu from the Lender;
, whichever is later.

(e)

Receipt of Payment to the Legal Firm

Receipt of any payment by the Legal Firm from the Purchaser or their Lenders of the
purchase price on account of the terms of this Agreement shall be deemed receipt by the
Vendor. The Legal Firm shall hold the purchase price or part thereof strictly as
stakeholders and shall deal with it strictly in the manner stated in this Agreement.

(f)

Contingent
This Agreement is CONTINGENT upon the fulfilment of the following conditions

-3precedent:(i)

the Vendor shall use his best endeavour to procure the perfection of the 1st MOT
and the said Charge with the Legal Firm and bear all costs and expenses in
relation thereto;

(ii)

the Vendor shall deliver or caused to be delivered the original title deed to the
Legal Firm;

(iii)

the Vendor shall deliver or caused to be delivery the 1st MOT to the Legal Firm;

(iv)

the Vendor shall deliver or caused to be delivery the said Charge to the Legal
Firm.

In the event that the conditions referred to in (i) to (iii) above cannot be fulfilled on or
before a date being four (4) months from the date of payment of the Deposit (as defined
below) or such later date as shall be mutually agreed between the Vendor and the
Purchaser in writing, then the Purchaser shall be entitled to terminate this Agreement
whereupon the Deposit referred to in Clause 2(a) herein shall forthwith be refunded to
the Purchaser by the Vendor in which event the Purchaser is entitled to a full refund of all
monies paid to the Vendor or the Vendors account free of interest. Upon the said refund
this Agreement shall be at an end and none of the parties shall have any further rights
hereunder
(g)

Deductions
The Legal Firm is hereby irrevocably instructed and authorised to deduct from any part of
the Purchase Price to pay the following:(i)
satisfaction in full of the said Charge and the redemption of the
title from the said Lender and fees and disbursements to discharge the said
Charge;
(ii)

to settle all outstanding quit rent, assessments and utilities charges up to the
Completion Date (as defined herein);

(iii)

settlement of any costs and expenses for the perfection of the 1 st MOT and the
said Charge, if necessary;

and the Balance promptly to the Vendor upon successful registration of the Memorandum
of Transfer in favour of the Purchaser and Memorandum of Charge in favour of the
Purchasers financier and the Central Land Office, Kota Kinabalu prescribing a memorial
number(s) thereto.
(h)

Discharge by performance
The terms of this Agreement shall be discharged by performance and performance alone.

3.

Completion of Sale
(a)
This sale shall be deemed to be completed upon full payment of the Purchase
Price and the acceptance for registration of the 1 st MOT and the transfer in favour of the
Purchaser by the Central Land Office evidenced by the issuance of the requisite memorial
number (hereinafter referred to as the Completion Date).
(b)

Vacant possession shall be given to the Purchaser on the Completion Date.

-4-

(c)
Failure by the Vendor to complete this sale and/or cause the transfer of the said
Property to the Purchaser free from encumbrances upon full payment of the Purchase
Price herein by the Purchaser would entitle the Purchaser to enforce specific performance
of this Agreement or to terminate the same in which event the Purchaser is entitled to a
full refund of all monies paid to the Vendor or the Vendors account plus an additional sum
of RM19,000.00 as agreed liquidated damages and this Agreement shall from then be
deemed to be null and void and, thereafter, neither party shall have any claim against the
other party.
(d)
Failure by the Purchaser to complete the sale and transfer herein would entitle the
Vendor to terminate this Agreement whereupon the deposit of RM19,000.00 shall be
forfeited as agreed liquidated damages.
(e)
If through no fault of either party the transfer cannot proceed then the Vendor
shall refund to the Purchaser all monies paid to the Vendor or the Vendors account
whereupon this Agreement shall be deemed to be at an end.
4.

Execution of Memorandum of Transfer

(a)
Upon execution of this Agreement the Vendor shall execute the valid and
registrable Memorandum of Transfer according to Schedule XIII, Section 104 in favour
of the Purchaser, and shall deliver such Memorandum of Transfer together with the
original title deed to the said Property (if the same is in his custody) to the Legal Firm to
hold the same in his custody as stakeholder with irrevocable instructions from the Vendor
to effect transfer of the same upon payment of the Balance by the Purchaser or otherwise
if a loan is obtained by the Purchaser upon fulfilment of condition set out below in 4(b).
(b)
The Vendor agree that the Memorandum of Transfer may be presented for
registration prior to full payment of Purchase Price if such presentation is accompanied
by a Memorandum of Charge executed by the Purchaser obtaining a loan from a licensed
financial institution with the expressed intention of using such loan to settle the Balance in
accordance with the terms herein PROVIDED ALWAYS THAT the Purchaser shall have
paid to the said Legal Firm the difference between the balance of the Purchase Price and
the amount of loan granted by his financier (if any).
(c)
In the event of the Purchaser obtaining a loan to part finance his purchase of the
said Property, the Vendor undertake to execute a Letter of Undertaking to Refund of the
Purchasers loan in the event that the transfer and charge cannot be registered for any
reason due to the default of the Vendor or to execute such other instruments in favour of
the Purchasers financier to facilitate the release of the Purchasers approved loan.

5.

Caveat
Pending the completion of this Agreement, the Vendor consent to the registration of a caveat over
the said Land to prevent any further dealings in the said Land in contravention of the provisions
herein provided always that in the event of determination of this Agreement in accordance with the
provisions herein, the Vendor shall be entitled at the cost and expenses of the Purchaser to have the
caveat removed. The Purchaser shall signed a Withdrawal of Caveat simultaneously with the
signing of this Agreement to be retained by the Legal Firm with instruction to present the said
Withdrawal in the event of termination of this Agreement under Clause 3(c), (d), (e) or Clause 22
Provided That the respective parties have paid the sum covenanted to be paid thereunder.

6.

Quit Rent, Assessments

The said Property is sold subject to all quit rents, assessments and utilities charges which shall be

-5paid for by the Vendor up to the Completion Date and thereafter by the Purchaser and all
conditions of title affecting the same.
7.

Legal Fees and Costs

(a)
The Purchaser shall pay the legal fees for preparation of this Agreement,
Memorandum of Transfer provided under Item 8 of the First Schedule, Order 2(a) of the
Sabah Law Association Advocates' Remuneration Rules 2010 and shall pay all the stamp
duty and registration fees payable in respect of the Transfer in favour of the Purchaser
and Caveat of the said Property.
(b)
The Vendor shall pay the legal fees and disbursements for the perfection of the 1 st
MOT, the said Charge, the discharge of the said Charge and filing of notification of
disposal of chargeable asset under the Sabah Law Association Advocates' Remuneration
Rules 2010.

8.

Stamp Duty
This Agreement and the Memorandum of Transfer to be executed in accordance with Schedule
XIII, Section 104 of the Land Ordinance Cap. 68, Sabah are instrument employed in the same
transaction and for the purpose of Section 4(3) of the Stamp Act 1949, the Memorandum of
Transfer shall be deemed the principal document.

9.

Real Property Gains Tax

The parties acknowledge that they have been advised of their respective statutory obligations
under the Real Property Gains Tax Act 1976. Pursuant to the obligations:(a) as the Vendor has held the said Property in excess of 5 years prior to the date of disposal to
the Purchaser being the date of this Agreement the Purchaser need not retain and pay
any part of the Purchase Price to Lembaga Hasil Dalam Negeri provided the Purchaser
has evidence of the filing of CKHT 1A and 3 by the Vendor;
(b) the Vendor shall be liable for such tax, if any, and shall indemnify the Purchaser and the
Solicitors named in this Agreement for the payment of any tax, penalty and any costs
in relation thereto;
(c) the parties hereby appoint the Legal Firm to file the returns pursuant to the Act.

10.

Disclosure by the said Lender

The Vendor hereby authorise the said Lender to disclose information of his account to Legal Firm
and third parties to facilitate the redemption of the said Property and the delivery of the title deed
to the Legal Firm or the Purchaser's financier.

11.

Notices
Notice in writing to any party herein shall be by way of registered post or by personal service. In
the former case service is deemed on the 4th working day after and excluding the date of posting.

12.

Delay
The time for payment of the balance of the Purchase Price shall be extended to cover any delay
caused by the perfection of the 1st MOT and/or the said charge in favour of the said Lender and
any delay by the said Lender in responding to the Purchaser's financier in the standardized
procedure for the redemption of the said Property. The length of such extension shall be as

-6certified by the Legal Firm and substantiated by the dates of actual correspondences.
13.

Warranties
The parties hereto hereby expressly warrant and represent to the other that :(a)
they are neither the subject of any bankruptcy proceedings nor are undischarged
bankrupts; and
(b)
the Vendor has not entered into any previous agreement to sell or dispose of the
said Property to any person nor have the Vendor entered into any deed declaring that they
holds the said Property on trust for any person or entity.

14.

Time of the essence

Time wherever and whenever mentioned herein shall be the essence of this Agreement.

15.

Waiver
No failure to exercise nor any delay or indulgence in exercising any right or remedy hereunder
by any party hereto shall operate as waiver thereof, nor shall any single or partial exercise of
waiver of any right or remedy operate as a waiver of any other right or remedy. The rights and
remedies herein contained are cumulative and not exclusive or any rights and remedies
provided by law or this Agreement.

16.

Severability
No clause in this Agreement held to be invalid, illegal or unenforceable in any respect to or
under the laws of Malaysia shall affect the validity legality and enforceability of the remaining
clauses of this Agreement.

17.

Amendment
The terms of this Agreement may be varied only in writing.

18.

Description deemed to be correct

The said Property above described are believed and shall be taken to be correctly described and
no error, nor misdescription shall annul this sale nor shall any compensation be allowed in
respect thereof.

19.

Insurance
Pending the Completion Date, the Vendor shall keep the said Property insured against all risks
of damage and loss and shall be responsible for any loss and damage. Risk of damage to the
said Property shall pass upon delivery of vacant possession.

20.

No Assignment
Neither party hereto shall assign the benefits of this Agreement to any party without first obtaining
the written consent of the other.

21.

Utility Charges
The Vendor shall be responsible to settle all utility charges including electricity, water and
sewerage charges until the date of delivery of vacant possession and thereafter the Purchaser

-7shall be liable for the same. For this purpose, a joint inspection shall be conducted prior to the
delivery of vacant possession of the said Property to the Purchaser.
The parties shall themselves arrange the payment of water and electricity charges and procedures
for the change of the consumer.
22.

Fire Risk
Upon signing of this Agreement and before delivery of possession of the said Property to the
Purchaser, the risk of damage and destruction by fire to the said Property shall be that of the
Vendors and in the event of any damage or destruction by fire to the said Property, the Purchaser
shall be entitled at his discretion EITHER to terminate this Agreement by 14 days prior notice in
writing to the Vendor and upon such termination all monies paid to the Vendor and/or to the
Vendors account shall be refunded to the Purchaser; OR ALTERNATIVELY by notice in writing
to the Vendor electing to affirm and continue with the purchase so that this Agreement shall remain
in full force and effect in which event all insurance proceeds shall be for the Purchaser's account.

23.

Tenant
The Vendor had rented out the said Property. The Vendor represents that the tenancy can be
terminated without cause. After signing this Agreement, the Vendor shall issue a notice to terminate
the tenancy to the Tenant. The Vendor shall deliver vacant possession of the said Property upon
payment of the full purchase Price.
(signing page to follow)

-8IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first above
written.
SIGNED AND DELIVERED by the
Vendor in the presence of:-

____________________________

SIGNED AND DELIVERED by the

Purchaser in the presence of:-

____________________________

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SUHAIMI BIN MANSOR

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MUHAMMAD REDZUAN BIN SALLEH