Fillable Contract for the sale and purchase of land (Australian National University)

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Contract for the sale and purchase of land (Australian National University)

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2019 The Law Society of New South Wales ACN 000 000 699 and The Real Estate Institute of New South Wales ACN 000 012 457
You can prepare your own version of pages 1 -3 of this contract. Except as permitted under the Copyright Act 1968 (Cth) or consented to by the copyright
owners (including by way of guidelines issued from time to time), no other part of this contract may be reproduced without the specific written permission of
The Law Society of New South Wales and The Real Estate Institute of New South Wales.
BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION
Contract for the sale and purchase of land 2019 edition
NSW DAN:
Phone:
Fax:
Ref:
MEANING OF TERM
Phone:
Fax:
(clause 15)
VACANT POSSESSION subject to existing tenancies
HOUSE garage carport home unit carspace storage space
none
other:
TERM
vendor’s agent
co-agent
vendor
vendor’s solicitor
date for completion
land (address, plan
details and title
reference)
improvements
attached copies
documents in the List of Documents as marked or as numbered:
other documents:
A real estate agent is permitted by legislation to fill up the items in this box in a sale of residential property.
inclusions blinds dishwasher light fittings stove
built-in wardrobes fixed floor coverings range hood pool equipment
clothes line insect screens solar panels TV antenna
curtains
other:
exclusions
purchaser
purchaser’s solicitor
price
deposit
balance
$
$
(10% of the price, unless otherwise stated)
$
contract date (if not stated, the date this contract was made)
buyer’s agent
vendor
GST AMOUNT (optional)
The price includes
GST of: $
witness
purchaser
JOINT TENANTS tenants in common in unequal shares
witness
Ref:
E-mail:
Morton Sydney
of 25/7 Macquarie Street, Sydney, 2000
0410 593 749
Ettiene West
Shuqi Zhan
Icy Fan Conveyancing
Suite 21, Level 3, 6-8 Holden St, Ashfield NSW 2131
02-9798 3616
02-9798 3416
SL17-075
icy.fan@bigpond.com
42nd day after the date of this Contract
77/278-282 Sussex Street Sydney NSW 2000
Registered Plan: Lot 77 Strata Plan 20795
Folio Identifier 77/SP20795
2 Land – 2019 Edition
BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION
Choices
Vendor agrees to accept a deposit-bond (clause 3)
NO yes
Nominated Electronic Lodgment Network (ELN) (clause 30):
Electronic transaction (clause 30)
no YES
(if no, vendor must provide further details, such as
the proposed applicable waiver, in the space below,
or serve within 14 days of the contract date):
Tax information (the parties promise this is correct as far as each party is aware)
Land tax is adjustable
NO yes
GST: Taxable supply
NO yes in full yes to an extent
Margi
n scheme will be used in making the taxable supply
NO yes
This sale is not a taxable supply because (one or more of the following may apply) the sale is:
not made in the course or furtherance of an enterprise that the vendor carries on (section 9-5(b))
by a vendor who is neither registered nor required to be registered for GST (section 9-5(d))
GST-free because the sale is the supply of a going concern under section 38-325
GST-free because the sale is subdivided farm land or farm land supplied for farming under Subdivision 38-O
input taxed because the sale is of eligible resi
dential
premi
se
s
(se
ction
s
40-65, 40-7
5
(2) an
d 195-1)
Purcha
ser m
u
st ma
k
e a G
S
TRW p
a
ym
ent
NO yes (if yes, vendor must provide
(GST residential withholding payment) further details)
If the further details below are not fully completed at the
contract date, the vendor must provide all these details in a
separate notice within 14 days of the contract date.
GSTRW payment (GST residential withholding payment) – further details
Frequently the supplier will be the vendor. However, sometimes further information will be required as to which
entity is liable for GST, for example, if the supplier is a partnership, a trust, part of a GST group or a participant
in a GST joint venture.
Supplier’s name:
Supplier’s ABN:
Supplier’s GST branch address (if applicable):
Supplier’s business address:
Supplier’s email address:
Supplier’s phone number:
Supplier’s proportion of GSTRW payment:
If more than one supplier, provide the above details for each supplier.
Amount purchaser must pay – price multiplied by the GSTRW rate (residential withholding rate):
Amount must be paid:
AT COMPLETI
ON
at anoth
e
r time (spe
c
i
f
y):
Is any of the con
s
id
eratio
n
not expresse
d
as an am
ou
nt in money
?
NO yes
If “yes”, the GST inclusive market value of the non-monetary consideration: $
Other details (including those required by regulation or the ATO forms):
3 Land – 2019 Edition
BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION
List of Documents
General
1 property certificate for the land
2 plan of the land
3 unregistered plan of the land
4
p
lan of land t
o
be su
bdivid
e
d
5 document that is to be lodged with a relevant plan
6 section 10.7(2) planning certificate under
Environmental Planning and Assessment Act
1979
7 additional information included in that certificate
under section 10.7(5)
8
s
e
w
erage inf
r
astru
c
tu
re lo
c
ation diag
ram
(
se
rvice location diag
ram
)
9 sewer lines location diagram (sewerage service
diagram)
10 document that created or may have created an
easement, profit à prendre, restriction on use or
positive covenant disclosed in this contract
11 planning agreement
12 section 88G certificate (positive covenant)
13 survey report
14
building info
rmation ce
rtificate or
buildi
n
g
c
ertificate given und
er legi
slation
15 lease (with every relevant memorandum or
variation)
16 other document relevant to tenancies
17 licence benefiting the land
18 old system document
19 Crown purchase statement of account
20 building management statement
21 form of requisitions
22 clea
ran
c
e ce
rtificate
23 land tax certificate
Home Building Act 1989
24 insurance certificate
25 brochure or warning
26 evidence of alternative indemnity cover
Swimming Pools Act 1992
27 certificate of compliance
28 evidence of registration
29 relevant occupation certificate
30 certificate of non-compliance
31 detailed reasons of non-compliance
Strata or communit
y
titl
e
(clause 23
of the contract
)
32 property certificate for strata common property
33 plan creating strata common property
34 strata by-laws
35 strata development contract or statement
36 strata management statement
37
strata rene
wa
l propo
sal
38 strata renewal plan
39 leasehold strata - lease of lot and common
property
40 property certificate for neighbourhood property
41 plan creating neighbourhood property
42 neighbourhood development contract
43
neigh
bou
rho
o
d
manag
eme
n
t statement
44 property certificate for precinct property
45 plan creating precinct property
46 precinct development contract
47 precinct management statement
48 property certificate for community property
49 plan creating community property
50 community development contract
51 community management statement
52 document disclosing a change of by-laws
53
document di
s
clo
s
ing a
cha
nge in a deve
l
opment
o
r man
agem
ent cont
ract o
r stateme
n
t
54 document disclosing a change in boundaries
55 information certificate under Strata Schemes
Management Act 2015
56 information certificate under Community Land
Management Act 1989
57 disclosure statement - off the plan contract
58 other document relevant to off the plan contract
Other
59
HOLDER OF STRATA OR COMMUNITY TITLE RECORDS – Name, address, email address and
telephone number
McCormacks
Level 5/151 Castlereagh St, Sydney NSW 2000etstrata
Phone: 02 9299 6722
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BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION
IMPORTANT NOTICE TO VENDORS AND PURCHASERS
Before signing this contract you should ensure that you understand your
rights and obligations, some of which are not written in this contract but
are implied by law.
WARNING—SMOKE ALARMS
The owners of certain types of buildings and strata lots must have smoke
alarms (or in certain cases heat alarms) installed in the building or lot in
accordance with regulations under the Environmental Planning and
Assessment Act 1979. It is an offence not to comply. It is also an offence
to remove or interfere with a smoke alarm or heat alarm. Penalties apply.
WARNING—LOOSE-FILL ASBESTOS INSULATION
Before purchasing land that includes any residential premises (within the
meaning of Division 1A of Part 8 of the Home Building Act 1989) built
before 1985, a purchaser is strongly advised to consider the possibility that
the premises may contain loose-fill asbestos insulation (within the
meaning of Division 1A of Part 8 of the Home Building Act 1989). In
particular, a purchaser should:
(a) search the Register required to be maintained under Division 1A of
Part 8 of the Home Building Act 1989, and
(b) ask the relevant local council whether it holds any records showing
that the residential premises contain loose-fill asbestos insulation.
For further information about loose-fill asbestos insulation (including areas
in which residential premises have been identified as containing loose-fill
asbestos insulation), contact NSW Fair Trading.
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BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION
COOLING OFF PERIOD (PURCHASER'S RIGHTS)
1. This is the statement required by section 66X of the Conveyancing Act
1919 and applies to a contract for the sale of residential property.
2. EXCEPT in the circumstances listed in paragraph 3, the purchaser
may rescind the contract at any time before 5 pm on—
(a) the tenth business day after the day on which the contract was
made—in the case of an off the plan contract, or
(b) the fifth business day after the day on which the contract was
made—in any other case.
3. There is NO COOLING OFF PERIOD:
(a) if, at or before the time the contract is made, the purchaser gives
to the vendor (or the vendor's solicitor or agent) a certificate that
complies with section 66W of the Act, or
(b) if the property is sold by public auction, or
(c) if the contract is made on the same day as the property was
offered for sale by public auction but passed in, or
(d) if the contract is made in consequence of the exercise of an
option to purchase the property, other than an option that is void
under section 66ZG of the Act.
4. A purchaser exercising the right to cool off by rescinding the contract
will forfeit to the vendor 0.25% of the purchase price of the property.
The vendor is entitled to recover the amount forfeited from any
amount paid by the purchaser as a deposit under the contract and the
purchaser is entitled to a refund of any balance.
DISPUTES
If you get into a dispute with the other party, the Law Society and Real Estate
Institute encourage you to use informal procedures such as negotiation,
independent expert appraisal, the Law Society Conveyancing Dispute
Resolution Scheme or mediation (for example mediation under the Law
Society Mediation Program).
AUCTIONS
Regulations made under the Property, Stock and Business Agents Act 2002
prescribe a number of conditions applying to sales by auction.
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BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION
WARNINGS
1. Various Acts of Parliament and other matters can affect the rights of the parties to
this contract. Some important matters are actions, claims, decisions, licences,
notices, orders, proposals or rights of way involving:
APA Group
Australian Taxation Office
Council
County Council
Department of Planning, Industry and
Environment
Department of Primary Industries
Electricity and gas
Land & Housing Corporation
Local Land Services
NSW Department of Education
NSW Fair Trading
Owner of adjoining land
Privacy
Public Works Advisory
Subsidence Advisory NSW
Telecommunications
Transport for NSW
Water, sewerage or drainage authority
If you think that any of these matters affects the property, tell your solicitor.
2. A lease may be affected by the Agricultural Tenancies Act 1990, the Residential
Tenancies Act 2010 or the Retail Leases Act 1994.
3. If any purchase money is owing to the Crown, it will become payable before
obtaining consent, or if no consent is needed, when the transfer is registered.
4. If a consent to transfer is required under legislation, see clause 27 as to the
obligations of the parties.
5. The vendor should continue the vendor's insurance until completion. If the vendor
wants to give the purchaser possession before completion, the vendor should first
ask the insurer to confirm this will not affect the insurance.
6. The purchaser will usually have to pay transfer duty (and sometimes surcharge
purchaser duty) on this contract. If duty is not paid on time, a purchaser may incur
penalties.
7. If the purchaser agrees to the release of deposit, the purchaser's right to recover the
deposit may stand behind the rights of others (for example the vendor's mortgagee).
8. The purchaser should arrange insurance as appropriate.
9. Some transactions involving personal property may be affected by the Personal
Property Securities Act 2009.
10. A purchaser should be satisfied that finance will be available at the time of
completing the purchase.
11. Where the market value of the property is at or above a legislated amount, the
purchaser may have to comply with a foreign resident capital gains withholding
payment obligation (even if the vendor is not a foreign resident). If so, this will affect
the amount available to the vendor on completion.
12. Purchasers of some residential properties may have to withhold part of the purchase
price to be credited towards the GST liability of the vendor. If so, this will also affect
the amount available to the vendor. More information is available from the ATO.
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BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION
The vendor sells and the purchaser buys the property for the price under these provisions instead of Schedule 3
Conveyancing Act 1919, subject to any legislation that cannot be excluded.
1 Definitions (a term in italics is a defined term)
In this contract, these terms (in any form) mean –
adjustment date
the earlier of the giving of possession to the purchaser or completion;
bank
the Reserve Bank of Australia or an authorised deposit-taking institution which is a
bank, a building society or a credit union;
business day
any day except a bank or public holiday throughout NSW or a Saturday or Sunday;
cheque
a cheque that is not postdated or stale;
clearance certificate
a certificate within the meaning of s14-220 of Schedule 1 to the TA Act, that covers
one or more days falling within the period from and including the contract date to
completion;
deposit-bond
a deposit bond or guarantee from an issuer, with an expiry date and for an amount
each approved by the vendor;
depositholder
vendor's agent (or if no vendor's agent is named in this contract, the vendor's
solicitor, or if no vendor's solicitor is named in this contract, the buyer's agent);
document of title
document relevant to the title or the passing of title;
FRCGW percentage
the percentage mentioned in s14-200(3)(a) of Schedule 1 to the TA Act (12.5% as
at 1 July 2017);
FRCGW remittance
a remittance which the purchaser must make under s14-200 of Schedule 1 to the
TA Act, being the lesser of the FRCGW percentage of the price (inclusive of GST, if
any) and the amount specified in a variation served by a party;
GST Act
A New Tax System (Goods and Services Tax) Act 1999;
GST rate
the rate mentioned in s4 of A New Tax System (Goods and Services Tax Imposition
- General) Act 1999 (10% as at 1 July 2000);
GSTRW payment
a payment which the purchaser must make under s14-250 of Schedule 1 to the TA
Act (the price multiplied by the GSTRW rate);
GSTRW rate the rate determined under ss14-250(6), (8) or (9) of Schedule 1 to the TA Act (as at
1 July 2018, usually 7% of the price if the margin scheme applies, 1/11
th
if not);
legislation
an Act or a by-law, ordinance, regulation or rule made under an Act;
normally
subject to any other provision of this contract;
party
each of the vendor and the purchaser;
property
the land, the improvements, all fixtures and the inclusions, but not the exclusions;
planning agreement a valid voluntary agreement within the meaning of s7.4 of the Environmental
Planning and Assessment Act 1979 entered into in relation to the property;
requisition
an objection, question or requisition (but the term does not include a claim);
rescind
rescind this contract from the beginning;
serve
serve in writing on the other party;
settlement cheque
an unendorsed cheque made payable to the person to be paid and –
●
issued by a bank and drawn on itself; or
●
if authorised in writing by the vendor or the vendor's solicitor, some other
cheque;
solicitor
in relation to a party, the party's solicitor or licensed conveyancer named in this
contract or in a notice served by the party;
TA Act
Taxation Administration Act 1953;
terminate
terminate this contract for breach;
variation
a variation made under s14-235 of Schedule 1 to the TA Act;
within
in relation to a period, at any time before or during the period; and
work order
a valid direction, notice or order that requires work to be done or money to be spent
on or in relation to the property or any adjoining footpath or road (but the term does
not include a notice under s22E of the Swimming Pools Act 1992 or clause 22 of
the Swimming Pools Regulation 2018).
2 Deposit and other payments before completion
2.1 The purchaser must pay the deposit to the depositholder as stakeholder.
2.2 Normally, the purchaser must pay the deposit on the making of this contract, and this time is essential.
2.3 If this contract requires the purchaser to pay any of the deposit by a later time, that time is also essential.
2.4 The purchaser can pay any of the deposit by giving cash (up to $2,000) or by unconditionally giving a cheque
to the depositholder or to the vendor, vendor's agent or vendor's solicitor for sending to the depositholder or by
payment by electronic funds transfer to the depositholder.
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BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION
2.5 If any of the deposit is not paid on time or a cheque for any of the deposit is not honoured on presentation, the
vendor can terminate. This right to terminate is lost as soon as the deposit is paid in full.
2.6 If the vendor accepts a bond or guarantee for the deposit, clauses 2.1 to 2.5 do not apply.
2.7 If the vendor accepts a bond or guarantee for part of the deposit, clauses 2.1 to 2.5 apply only to the balance.
2.8 If any of the deposit or of the balance of the price is paid before completion to the vendor or as the vendor
directs, it is a charge on the land in favour of the purchaser until termination by the vendor or completion,
subject to any existing right.
2.9 If each party tells the depositholder that the deposit is to be invested, the depositholder is to invest the deposit
(at the risk of the party who becomes entitled to it) with a bank, in an interest-bearing account in NSW,
payable at call, with interest to be reinvested, and pay the interest to the parties equally, after deduction of all
proper government taxes and financial institution charges and other charges.
3 Deposit-bond
3.1 This clause applies only if this contract says the vendor has agreed to accept a deposit-bond for the deposit
(or part of it).
3.2 The purchaser must provide the original deposit-bond to the vendor's solicitor (or if no solicitor the
depositholder) at or before the making of this contract and this time is essential.
3.3 If the deposit-bond has an expiry date and completion does not occur by the date which is 14 days before the
expiry date, the purchaser must serve a replacement deposit-bond at least 7 days before the expiry date. The
time for service is essential.
3.4
The vendor must approve a replacement deposit-bond if –
3.4.1 it is from the same issuer and for the same amount as the earlier deposit-bond; and
3.4.2 it has an expiry date at least three months after its date of issue.
3.5
A breach of clauses 3.2 or 3.3 entitles the vendor to terminate. The right to terminate is lost as soon as –
3.5.1 the purchaser serves a replacement deposit-bond; or
3.5.2 the deposit is paid in full under clause 2.
3.6 Clauses 3.3 and 3.4 can operate more than once.
3.7 If the purchaser serves a replacement deposit-bond, the vendor must serve the earlier deposit-bond.
3.8 The amount of any deposit-bond does not form part of the price for the purposes of clause 16.7.
3.9
The vendor must give the purchaser the deposit-bond –
3.9.1 on completion; or
3.9.2 if this contract is rescinded.
3.10
If this contract is terminated by the vendor –
3.10.1 normally, the vendor can immediately demand payment from the issuer of the deposit-bond; or
3.10.2 if the purchaser serves prior to termination a notice disputing the vendor's right to terminate, the
vendor must forward the deposit-bond (or its proceeds if called up) to the depositholder as
stakeholder.
3.11
If this contract is terminated by the purchaser –
3.11.1 normally, the vendor must give the purchaser the deposit-bond; or
3.11.2 if the vendor serves prior to termination a notice disputing the purchaser's right to terminate, the
vendor must forward the deposit-bond (or its proceeds if called up) to the depositholder as
stakeholder.
4 Transfer
4.1
Normally, the purchaser must serve at least 14 days before the date for completion –
4.1.1 the form of transfer; and
4.1.2 particulars required to register any mortgage or other dealing to be lodged with the transfer by the
purchaser or the purchaser's mortgagee.
4.2 If any information needed for the form of transfer is not disclosed in this contract, the vendor must serve it.
4.3 If the purchaser serves a form of transfer and the transferee is not the purchaser, the purchaser must give the
vendor a direction signed by the purchaser personally for this form of transfer.
4.4 The vendor can require the purchaser to include a form of covenant or easement in the transfer only if this
contract contains the wording of the proposed covenant or easement, and a description of the land benefited.
5 Requisitions
5.1 If a form of requisitions is attached to this contract, the purchaser is taken to have made those requisitions.
5.2 If the purchaser is or becomes entitled to make any other requisition, the purchaser can make it only by
serving it –
5.2.1 if it arises out of this contract or it is a general question about the property or title - within 21 days
after the contract date;
5.2.2 if it arises out of anything served by the vendor - within 21 days after the later of the contract date
and that service; and
5.2.3 in any other case - within a reasonable time.
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BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION
6 Error or misdescription
6.1 Normally, the purchaser can (but only before completion) claim compensation for an error or misdescription in
this contract (as to the property, the title or anything else and whether substantial or not).
6.2 This clause applies even if the purchaser did not take notice of or rely on anything in this contract containing
or giving rise to the error or misdescription.
6.3 However, this clause does not apply to the extent the purchaser knows the true position.
7 Claims by purchaser
Normally, the purchaser can make a claim (including a claim under clause 6) before completion only by
serving it with a statement of the amount claimed, and if the purchaser makes one or more claims before
completion –
7.1
the vendor can rescind if in the case of claims that are not claims for delay –
7.1.1 the total amount claimed exceeds 5% of the price;
7.1.2 the vendor serves notice of intention to rescind; and
7.1.3 the purchaser does not serve notice waiving the claims within 14 days after that service; and
7.2
if the vendor does not rescind, the parties must complete and if this contract is completed –
7.2.1 the lesser of the total amount claimed and 10% of the price must be paid out of the price to and
held by the depositholder until the claims are finalised or lapse;
7.2.2 the amount held is to be invested in accordance with clause 2.9;
7.2.3 the claims must be finalised by an arbitrator appointed by the parties or, if an appointment is not
made within 1 month of completion, by an arbitrator appointed by the President of the Law Society
at the request of a party (in the latter case the parties are bound by the terms of the Conveyancing
Arbitration Rules approved by the Law Society as at the date of the appointment);
7.2.4 the purchaser is not entitled, in respect of the claims, to more than the total amount claimed and
the costs of the purchaser;
7.2.5 net interest on the amount held must be paid to the parties in the same proportion as the amount
held is paid; and
7.2.6 if the parties do not appoint an arbitrator and neither party requests the President to appoint an
arbitrator within 3 months after completion, the claims lapse and the amount belongs to the vendor.
8 Vendor's rights and obligations
8.1
The vendor can rescind if –
8.1.1 the vendor is, on reasonable grounds, unable or unwilling to comply with a requisition;
8.1.2 the vendor serves a notice of intention to rescind that specifies the requisition and those grounds;
and
8.1.3 the purchaser does not serve a notice waiving the requisition within 14 days after that service.
8.2 If the vendor does not comply with this contract (or a notice under or relating to it) in an essential respect, the
purchaser can terminate by serving a notice. After the termination –
8.2.1 the purchaser can recover the deposit and any other money paid by the purchaser under this
contract;
8.2.2 the purchaser can sue the vendor to recover damages for breach of contract; and
8.2.3 if the purchaser has been in possession a party can claim for a reasonable adjustment.
9 Purchaser's default
If the purchaser does not comply with this contract (or a notice under or relating to it) in an essential respect, the
vendor can terminate by serving a notice. After the termination the vendor can –
9.1 keep or recover the deposit (to a maximum of 10% of the price);
9.2 hold any other money paid by the purchaser under this contract as security for anything recoverable under this
clause –
9.2.1 for 12 months after the termination; or
9.2.2 if the vendor commences proceedings under this clause within 12 months, until those proceedings
are concluded; and
9.3
sue the purchaser either –
9.3.1 where the vendor has resold the property under a contract made within 12 months after the
termination, to recover –
●
the deficiency on resale (with credit for any of the deposit kept or recovered and after
allowance for any capital gains tax or goods and services tax payable on anything recovered
under this clause); and
●
the reasonable costs and expenses arising out of the purchaser's non-compliance with this
contract or the notice and of resale and any attempted resale; or
9.3.2 to recover damages for breach of contract.
10 Restrictions on rights of purchaser
10.1
The purchaser cannot make a claim or requisition or rescind or terminate
in respect of –
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BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION
10.1.1 the ownership or location of any fence as defined in the Dividing Fences Act 1991;
10.1.2 a service for the property being a joint service or passing through another property, or any service
for another property passing through the property ('service' includes air, communication, drainage,
electricity, garbage, gas, oil, radio, sewerage, telephone, television or water service);
10.1.3 a wall being or not being a party wall in any sense of that term or the property being affected by an
easement for support or not having the benefit of an easement for support;
10.1.4 any change in the property due to fair wear and tear before completion;
10.1.5 a promise, representation or statement about this contract, the property or the title, not set out or
referred to in this contract;
10.1.6 a condition, exception, reservation or restriction in a Crown grant;
10.1.7 the existence of any authority or licence to explore or prospect for gas, minerals or petroleum;
10.1.8 any easement or restriction on use the substance of either of which is disclosed in this contract or
any non-compliance with the easement or restriction on use; or
10.1.9 anything the substance of which is disclosed in this contract (except a caveat, charge, mortgage,
priority notice or writ).
10.2 The purchaser cannot rescind or terminate only because of a defect in title to or quality of the inclusions.
10.3 Normally, the purchaser cannot make a claim or requisition or rescind or terminate or require the vendor to
change the nature of the title disclosed in this contract (for example, to remove a caution evidencing qualified
title, or to lodge a plan of survey as regards limited title).
11 Compliance with work orders
11.1 Normally, the vendor must by completion comply with a work order made on or before the contract date and if
this contract is completed the purchaser must comply with any other work order.
11.2 If the purchaser complies with a work order, and this contract is rescinded or terminated, the vendor must pay
the expense of compliance to the purchaser.
12 Certificates and inspections
The vendor must do everything reasonable to enable the purchaser, subject to the rights of any tenant –
12.1 to have the property inspected to obtain any certificate or report reasonably required;
12.2
to apply (if necessary in the name of the vendor) for –
12.2.1 any certificate that can be given in respect of the property under legislation; or
12.2.2 a copy of any approval, certificate, consent, direction, notice or order in respect of the property
given under legislation, even if given after the contract date; and
12.3 to make 1 inspection of the property in the 3 days before a time appointed for completion.
13 Goods and services tax (GST)
13.1 Terms used in this clause which are not defined elsewhere in this contract and have a defined meaning in the
GST Act have the same meaning in this clause.
13.2 Normally, if a party must pay the price or any other amount to the other party under this contract, GST is not to
be added to the price or amount.
13.3 If under this contract a party must make an adjustment or payment for an expense of another party or pay an
expense payable by or to a third party (for example, under clauses 14 or 20.7) –
13.3.1 the party must adjust or pay on completion any GST added to or included in the expense; but
13.3.2 the amount of the expense must be reduced to the extent the party receiving the adjustment or
payment (or the representative member of a GST group of which that party is a member) is entitled
to an input tax credit for the expense; and
13.3.3 if the adjustment or payment under this contract is consideration for a taxable supply, an amount
for GST must be added at the GST rate.
13.4
If this contract says this sale is the supply of a going concern –
13.4.1 the parties agree the supply of the property is a supply of a going concern;
13.4.2 the vendor must, between the contract date and completion, carry on the enterprise conducted on
the land in a proper and business-like way;
13.4.3 if the purchaser is not registered by the date for completion, the parties must complete and the
purchaser must pay on completion, in addition to the price, an amount being the price multiplied by
the GST rate ("the retention sum"). The retention sum is to be held by the depositholder and dealt
with as follows –
●
if within 3 months of completion the purchaser serves a letter from the Australian Taxation
Office stating the purchaser is registered with a date of effect of registration on or before
completion, the depositholder is to pay the retention sum to the purchaser; but
●
if the purchaser does not serve that letter within 3 months of completion, the depositholder is
to pay the retention sum to the vendor; and
13.4.4 if the vendor, despite clause 13.4.1, serves a letter from the Australian Taxation Office stating the
vendor has to pay GST on the supply, the purchaser must pay to the vendor on demand the
amount of GST assessed.
13.5 Normally, the vendor promises the margin scheme will not apply to the supply of the property.
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13.6 If this contract says the margin scheme is to apply in making the taxable supply, the parties agree that the
margin scheme is to apply to the sale of the property.
13.7
If this contract says the sale is not a taxable supply –
13.7.1 the purchaser promises that the property will not be used and represents that the purchaser does
not intend the property (or any part of the property) to be used in a way that could make the sale a
taxable supply to any extent; and
13.7.2 the purchaser must pay the vendor on completion in addition to the price an amount calculated by
multiplying the price by the GST rate if this sale is a taxable supply to any extent because of –
●
a breach of clause 13.7.1; or
●
something else known to the purchaser but not the vendor.
13.8 If this contract says this sale is a taxable supply in full and does not say the margin scheme applies to the
property, the vendor must pay the purchaser on completion an amount of one-eleventh of the price if –
13.8.1 this sale is not a taxable supply in full; or
13.8.2 the margin scheme applies to the property (or any part of the property).
13.9
If this contract says this sale is a taxable supply to an extent –
13.9.1 clause 13.7.1 does not apply to any part of the property which is identified as being a taxable
supply; and
13.9.2 the payments mentioned in clauses 13.7 and 13.8 are to be recalculated by multiplying the relevant
payment by the proportion of the price which represents the value of that part of the property to
which the clause applies (the proportion to be expressed as a number between 0 and 1). Any
evidence of value must be obtained at the expense of the vendor.
13.10 Normally, on completion the vendor must give the recipient of the supply a tax invoice for any taxable supply
by the vendor by or under this contract.
13.11 The vendor does not have to give the purchaser a tax invoice if the margin scheme applies to a taxable
supply.
13.12 If the vendor is liable for GST on rents or profits due to issuing an invoice or receiving consideration before
completion, any adjustment of those amounts must exclude an amount equal to the vendor's GST liability.
13.13
If the purchaser must make a GSTRW payment the purchaser must –
13.13.1 at least 5 days before the date for completion, serve evidence of submission of a GSTRW payment
notification form to the Australian Taxation Office by the purchaser or, if a direction under clause
4.3 has been served, by the transferee named in the transfer served with that direction;
13.13.2 produce on completion a settlement cheque for the GSTRW payment payable to the Deputy
Commissioner of Taxation;
13.13.3 forward the settlement cheque to the payee immediately after completion; and
13.13.4 serve evidence of receipt of payment of the GSTRW payment and a copy of the settlement date
confirmation form submitted to the Australian Taxation Office.
14 Adjustments
14.1 Normally, the vendor is entitled to the rents and profits and will be liable for all rates, water, sewerage and
drainage service and usage charges, land tax, levies and all other periodic outgoings up to and including the
adjustment date after which the purchaser will be entitled and liable.
14.2 The parties must make any necessary adjustment on completion.
14.3 If an amount that is adjustable under this contract has been reduced under legislation, the parties must on
completion adjust the reduced amount.
14.4 The parties must not adjust surcharge land tax (as defined in the Land Tax Act 1956) but must adjust any
other land tax for the year current at the adjustment date
–
14.4.1 only if land tax has been paid or is payable for the year (whether by the vendor or by a predecessor
in title) and this contract says that land tax is adjustable;
14.4.2
by adjusting the amount that would have been payable if at the start of the year –
●
the person who owned the land owned no other land;
●
the land was not subject to a special trust or owned by a non-concessional company; and
●
if the land (or part of it) had no separate taxable value, by calculating its separate taxable
value on a proportional area basis.
14.5 If any other amount that is adjustable under this contract relates partly to the land and partly to other land, the
parties must adjust it on a proportional area basis.
14.6 Normally, the vendor can direct the purchaser to produce a settlement cheque on completion to pay an
amount adjustable under this contract and if so –
14.6.1 the amount is to be treated as if it were paid; and
14.6.2 the cheque must be forwarded to the payee immediately after completion (by the purchaser if the
cheque relates only to the property or by the vendor in any other case).
14.7 If on completion the last bill for a water, sewerage or drainage usage charge is for a period ending before the
adjustment date, the vendor is liable for an amount calculated by dividing the bill by the number of days in the
period then multiplying by the number of unbilled days up to and including the adjustment date.
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14.8 The vendor is liable for any amount recoverable for work started on or before the contract date on the property
or any adjoining footpath or road.
15 Date for completion
The parties must complete by the date for completion and, if they do not, a party can serve a notice to
complete if that party is otherwise entitled to do so.
16 Completion
● Vendor
16.1 On completion the vendor must give the purchaser any document of title that relates only to the property.
16.2 If on completion the vendor has possession or control of a document of title that relates also to other property,
the vendor must produce it as and where necessary.
16.3 Normally, on completion the vendor must cause the legal title to the property (being an estate in fee simple) to
pass to the purchaser free of any mortgage or other interest, subject to any necessary registration.
16.4 The legal title to the property does not pass before completion.
16.5 If the vendor gives the purchaser a document (other than the transfer) that needs to be lodged for registration,
the vendor must pay the lodgment fee to the purchaser.
16.6 If a party serves a land tax certificate showing a charge on any of the land, by completion the vendor must do
all things and pay all money required so that the charge is no longer effective against the land.
● Purchaser
16.7
On completion the purchaser must pay to the vendor, by cash (up to $2,000) or settlement cheque –
16.7.1 the price less any:
●
deposit paid;
●
FRCGW remittance payable;
●
GSTRW payment; and
●
amount payable by the vendor to the purchaser under this contract; and
16.7.2 any other amount payable by the purchaser under this contract.
16.8 If the vendor requires more than 5 settlement cheques, the vendor must pay $10 for each extra cheque.
16.9 If any of the deposit is not covered by a bond or guarantee, on completion the purchaser must give the vendor
an order signed by the purchaser authorising the depositholder to account to the vendor for the deposit.
16.10 On completion the deposit belongs to the vendor.
● Place for completion
16.11
Normally, the parties must complete at the completion address, which is –
16.11.1 if a special completion address is stated in this contract - that address; or
16.11.2 if none is stated, but a first mortgagee is disclosed in this contract and the mortgagee would usually
discharge the mortgage at a particular place - that place; or
16.11.3 in any other case - the vendor's solicitor's address stated in this contract.
16.12 The vendor by reasonable notice can require completion at another place, if it is in NSW, but the vendor must
pay the purchaser's additional expenses, including any agency or mortgagee fee.
16.13 If the purchaser requests completion at a place that is not the completion address, and the vendor agrees, the
purchaser must pay the vendor's additional expenses, including any agency or mortgagee fee.
17 Possession
17.1 Normally, the vendor must give the purchaser vacant possession of the property on completion.
17.2
The vendor does not have to give vacant possession if –
17.2.1 this contract says that the sale is subject to existing tenancies; and
17.2.2 the contract discloses the provisions of the tenancy (for example, by attaching a copy of the lease
and any relevant memorandum or variation).
17.3 Normally, the purchaser can claim compensation (before or after completion) or rescind if any of the land is
affected by a protected tenancy (a tenancy affected by Schedule 2, Part 7 of the Residential Tenancies Act
2010).
18 Possession before completion
18.1 This clause applies only if the vendor gives the purchaser possession of the property before completion.
18.2
The purchaser must not before completion –
18.2.1 let or part with possession of any of the property;
18.2.2 make any change or structural alteration or addition to the property; or
18.2.3 contravene any agreement between the parties or any direction, document, legislation, notice or
order affecting the property.
18.3
The purchaser must until completion –
18.3.1 keep the property in good condition and repair having regard to its condition at the giving of
possession; and
18.3.2 allow the vendor or the vendor's authorised representative to enter and inspect it at all reasonable
times.
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18.4 The risk as to damage to the property passes to the purchaser immediately after the purchaser enters into
possession.
18.5
If the purchaser does not comply with this clause, then without affecting any other right of the vendor –
18.5.1 the vendor can before completion, without notice, remedy the non-compliance; and
18.5.2 if the vendor pays the expense of doing this, the purchaser must pay it to the vendor with interest at
the rate prescribed under s101 Civil Procedure Act 2005.
18.6 If this contract is rescinded or terminated the purchaser must immediately vacate the property.
18.7 If the parties or their solicitors on their behalf do not agree in writing to a fee or rent, none is payable.
19 Rescission of contract
19.1
If this contract expressly gives a party a right to rescind, the party can exercise the right –
19.1.1 only by serving a notice before completion; and
19.1.2 in spite of any making of a claim or requisition, any attempt to satisfy a claim or requisition, any
arbitration, litigation, mediation or negotiation or any giving or taking of possession.
19.2
Normally, if a party exercises a right to rescind expressly given by this contract or any legislation –
19.2.1 the deposit and any other money paid by the purchaser under this contract must be refunded;
19.2.2 a party can claim for a reasonable adjustment if the purchaser has been in possession;
19.2.3 a party can claim for damages, costs or expenses arising out of a breach of this contract; and
19.2.4 a party will not otherwise be liable to pay the other party any damages, costs or expenses.
20 Miscellaneous
20.1 The parties acknowledge that anything stated in this contract to be attached was attached to this contract by
the vendor before the purchaser signed it and is part of this contract.
20.2 Anything attached to this contract is part of this contract.
20.3 An area, bearing or dimension in this contract is only approximate.
20.4 If a party consists of 2 or more persons, this contract benefits and binds them separately and together.
20.5 A party's solicitor can receive any amount payable to the party under this contract or direct in writing that it is
to be paid to another person.
20.6
A document under or relating to this contract is –
20.6.1 signed by a party if it is signed by the party or the party's solicitor (apart from a direction under
clause 4.3);
20.6.2 served if it is served by the party or the party's solicitor;
20.6.3 served if it is served on the party's solicitor, even if the party has died or any of them has died;
20.6.4 served if it is served in any manner provided in s170 of the Conveyancing Act 1919;
20.6.5 served if it is sent by email or fax to the party's solicitor, unless in either case it is not received;
20.6.6 served on a person if it (or a copy of it) comes into the possession of the person; and
20.6.7 served at the earliest time it is served, if it is served more than once.
20.7
An obligation to pay an expense of another party of doing something is an obligation to pay –
20.7.1 if the party does the thing personally - the reasonable cost of getting someone else to do it; or
20.7.2 if the party pays someone else to do the thing - the amount paid, to the extent it is reasonable.
20.8 Rights under clauses 11, 13, 14, 17, 24, 30 and 31 continue after completion, whether or not other rights
continue.
20.9 The vendor does not promise, represent or state that the purchaser has any cooling off rights.
20.10 The vendor does not promise, represent or state that any attached survey report is accurate or current.
20.11 A reference to any legislation (including any percentage or rate specified in legislation) is also a reference to
any corresponding later legislation.
20.12 Each party must do whatever is necessary after completion to carry out the party's obligations under this
contract.
20.13 Neither taking possession nor serving a transfer of itself implies acceptance of the property or the title.
20.14 The details and information provided in this contract (for example, on pages 1 - 3) are, to the extent of each
party's knowledge, true, and are part of this contract.
20.15 Where this contract provides for choices, a choice in BLOCK CAPITALS applies unless a different choice is
marked.
21 Time limits in these provisions
21.1 If the time for something to be done or to happen is not stated in these provisions, it is a reasonable time.
21.2 If there are conflicting times for something to be done or to happen, the latest of those times applies.
21.3 The time for one thing to be done or to happen does not extend the time for another thing to be done or to
happen.
21.4 If the time for something to be done or to happen is the 29th, 30th or 31st day of a month, and the day does
not exist, the time is instead the last day of the month.
21.5 If the time for something to be done or to happen is a day that is not a business day, the time is extended to
the next business day, except in the case of clauses 2 and 3.2.
21.6 Normally, the time by which something must be done is fixed but not essential.
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22 Foreign Acquisitions and Takeovers Act 1975
22.1 The purchaser promises that the Commonwealth Treasurer cannot prohibit and has not prohibited the transfer
under the Foreign Acquisitions and Takeovers Act 1975.
22.2 This promise is essential and a breach of it entitles the vendor to terminate.
23 Strata or community title
● Definitions and modifications
23.1 This clause applies only if the land (or part of it) is a lot in a strata, neighbourhood, precinct or community
scheme (or on completion is to be a lot in a scheme of that kind).
23.2
In this contract –
23.2.1
'change', in relation to a scheme, means –
●
a registered or registrable change from by-laws set out in this contract;
●
a change from a development or management contract or statement set out in this contract; or
●
a change in the boundaries of common property;
23.2.2 'common property' includes association property for the scheme or any higher scheme;
23.2.3 'contribution' includes an amount payable under a by-law;
23.2.4 'information certificate' includes a certificate under s184 Strata Schemes Management Act 2015
and s26 Community Land Management Act 1989;
23.2.5 'information notice' includes a strata information notice under s22 Strata Schemes Management Act
2015 and a notice under s47 Community Land Management Act 1989;
23.2.6 'normal expenses', in relation to an owners corporation for a scheme, means normal operating
expenses usually payable from the administrative fund of an owners corporation for a scheme of
the same kind;
23.2.7 'owners corporation' means the owners corporation or the association for the scheme or any higher
scheme;
23.2.8 'the property' includes any interest in common property for the scheme associated with the lot; and
23.2.9 'special expenses', in relation to an owners corporation, means its actual, contingent or expected
expenses, except to the extent they are –
●
normal expenses;
●
due to fair wear and tear;
●
disclosed in this contract; or
●
covered by moneys held in the capital works fund.
23.3 Clauses 11, 14.8 and 18.4 do not apply to an obligation of the owners corporation, or to property insurable by
it.
23.4 Clauses 14.4.2 and 14.5 apply but on a unit entitlement basis instead of an area basis.
● Adjustments and liability for expenses
23.5
The parties must adjust under clause 14.1 –
23.5.1 a regular periodic contribution;
23.5.2 a contribution which is not a regular periodic contribution but is disclosed in this contract; and
23.5.3 on a unit entitlement basis, any amount paid by the vendor for a normal expense of the owners
corporation to the extent the owners corporation has not paid the amount to the vendor.
23.6
If a contribution is not a regular periodic contribution and is not disclosed in this contract –
23.6.1 the vendor is liable for it if it was determined on or before the contract date, even if it is payable by
instalments; and
23.6.2 the purchaser is liable for all contributions determined after the contract date.
23.7 The vendor must pay or allow to the purchaser on completion the amount of any unpaid contributions for
which the vendor is liable under clause 23.6.1.
23.8
Normally, the purchaser cannot make a claim or requisition or rescind or terminate
in respect of –
23.8.1 an existing or future actual, contingent or expected expense of the owners corporation;
23.8.2 a proportional unit entitlement of the lot or a relevant lot or former lot, apart from a claim under
clause 6; or
23.8.3 a past or future change in the scheme or a higher scheme.
23.9
However, the purchaser can rescind
if –
23.9.1 the special expenses of the owners corporation at the later of the contract date and the creation of
the owners corporation when calculated on a unit entitlement basis (and, if more than one lot or a
higher scheme is involved, added together), less any contribution paid by the vendor, are more
than 1% of the price;
23.9.2 in the case of the lot or a relevant lot or former lot in a higher scheme, a proportional unit
entitlement for the lot is disclosed in this contract but the lot has a different proportional unit
entitlement at the contract date or at any time before completion;
23.9.3 a change before the contract date or before completion in the scheme or a higher scheme
materially prejudices the purchaser and is not disclosed in this contract; or
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23.9.4 a resolution is passed by the owners corporation before the contract date or before completion to
give to the owners in the scheme for their consideration a strata renewal plan that has not lapsed at
the contract date and there is not attached to this contract a strata renewal proposal or the strata
renewal plan.
● Notices, certificates and inspections
23.10 The purchaser must give the vendor 2 copies of an information notice addressed to the owners corporation
and signed by the purchaser.
23.11 The vendor must complete and sign 1 copy of the notice and give it to the purchaser on completion.
23.12 Each party can sign and give the notice as agent for the other.
23.13 The vendor must serve an information certificate issued after the contract date in relation to the lot, the
scheme or any higher scheme at least 7 days before the date for completion.
23.14 The purchaser does not have to complete earlier than 7 days after service of the certificate and clause 21.3
does not apply to this provision. On completion the purchaser must pay the vendor the prescribed fee for the
certificate.
23.15 The vendor authorises the purchaser to apply for the purchaser's own certificate.
23.16 The vendor authorises the purchaser to apply for and make an inspection of any record or other document in
the custody or control of the owners corporation or relating to the scheme or any higher scheme.
● Meetings of the owners corporation
23.17
If a general meeting of the owners corporation is convened before completion –
23.17.1 if the vendor receives notice of it, the vendor must immediately notify the purchaser of it; and
23.17.2 after the expiry of any cooling off period, the purchaser can require the vendor to appoint the
purchaser (or the purchaser's nominee) to exercise any voting rights of the vendor in respect of the
lot at the meeting.
24 Tenancies
24.1
If a tenant has not made a payment for a period preceding or current at the adjustment date –
24.1.1 for the purposes of clause 14.2, the amount is to be treated as if it were paid; and
24.1.2 the purchaser assigns the debt to the vendor on completion and will if required give a further
assignment at the vendor's expense.
24.2 If a tenant has paid in advance of the adjustment date any periodic payment in addition to rent, it must be
adjusted as if it were rent for the period to which it relates.
24.3
If the property is to be subject to a tenancy on completion or is subject to a tenancy on completion –
24.3.1 the vendor authorises the purchaser to have any accounting records relating to the tenancy
inspected and audited and to have any other document relating to the tenancy inspected;
24.3.2 the vendor must serve any information about the tenancy reasonably requested by the purchaser
before or after completion; and
24.3.3
normally, the purchaser can claim compensation (before or after completion) if –
●
a disclosure statement required by the Retail Leases Act 1994 was not given when required;
●
such a statement contained information that was materially false or misleading;
●
a provision of the lease is not enforceable because of a non-disclosure in such a statement; or
●
the lease was entered into in contravention of the Retail Leases Act 1994.
24.4
If the property
is subject to a tenancy on completion –
24.4.1
the vendor must allow or transfer –
●
any remaining bond money or any other security against the tenant's default (to the extent the
security is transferable);
●
any money in a fund established under the lease for a purpose and compensation for any
money in the fund or interest earnt by the fund that has been applied for any other purpose;
and
●
any money paid by the tenant for a purpose that has not been applied for that purpose and
compensation for any of the money that has been applied for any other purpose;
24.4.2 if the security is not transferable, each party must do everything reasonable to cause a replacement
security to issue for the benefit of the purchaser and the vendor must hold the original security on
trust for the benefit of the purchaser until the replacement security issues;
24.4.3
the vendor must give to the purchaser –
●
a proper notice of the transfer (an attornment notice) addressed to the tenant;
●
any certificate given under the Retail Leases Act 1994 in relation to the tenancy;
●
a copy of any disclosure statement given under the Retail Leases Act 1994;
●
a copy of any document served on the tenant under the lease and written details of its service,
if the document concerns the rights of the landlord or the tenant after completion; and
●
any document served by the tenant under the lease and written details of its service, if the
document concerns the rights of the landlord or the tenant after completion;
24.4.4 the vendor must comply with any obligation to the tenant under the lease, to the extent it is to be
complied with by completion; and
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24.4.5 the purchaser must comply with any obligation to the tenant under the lease, to the extent that the
obligation is disclosed in this contract and is to be complied with after completion.
25 Qualified title, limited title and old system title
25.1
This clause applies only if the land (or part of it) –
25.1.1 is under qualified, limited or old system title; or
25.1.2 on completion is to be under one of those titles.
25.2 The vendor must serve a proper abstract of title within 7 days after the contract date.
25.3 If an abstract of title or part of an abstract of title is attached to this contract or has been lent by the vendor to
the purchaser before the contract date, the abstract or part is served on the contract date.
25.4 An abstract of title can be or include a list of documents, events and facts arranged (apart from a will or
codicil) in date order, if the list in respect of each document –
25.4.1 shows its date, general nature, names of parties and any registration number; and
25.4.2 has attached a legible photocopy of it or of an official or registration copy of it.
25.5
An abstract of title –
25.5.1 must start with a good root of title (if the good root of title must be at least 30 years old, this means
30 years old at the contract date);
25.5.2 in the case of a leasehold interest, must include an abstract of the lease and any higher lease;
25.5.3 normally, need not include a Crown grant; and
25.5.4 need not include anything evidenced by the Register kept under the Real Property Act 1900.
25.6
In the case of land under old system title –
25.6.1 in this contract 'transfer' means conveyance;
25.6.2 the purchaser does not have to serve the form of transfer until after the vendor has served a proper
abstract of title; and
25.6.3 each vendor must give proper covenants for title as regards that vendor's interest.
25.7
In the case of land under limited title but not under qualified title –
25.7.1 normally, the abstract of title need not include any document which does not show the location,
area or dimensions of the land (for example, by including a metes and bounds description or a plan
of the land);
25.7.2 clause 25.7.1 does not apply to a document which is the good root of title; and
25.7.3 the vendor does not have to provide an abstract if this contract contains a delimitation plan
(whether in registrable form or not).
25.8 The vendor must give a proper covenant to produce where relevant.
25.9 The vendor does not have to produce or covenant to produce a document that is not in the possession of the
vendor or a mortgagee.
25.10 If the vendor is unable to produce an original document in the chain of title, the purchaser will accept a
photocopy from the Registrar-General of the registration copy of that document.
26 Crown purchase money
26.1 This clause applies only if purchase money is payable to the Crown, whether or not due for payment.
26.2 The vendor is liable for the money, except to the extent this contract says the purchaser is liable for it.
26.3 To the extent the vendor is liable for it, the vendor is liable for any interest until completion.
26.4 To the extent the purchaser is liable for it, the parties must adjust any interest under clause 14.1.
27 Consent to transfer
27.1 This clause applies only if the land (or part of it) cannot be transferred without consent under legislation or a
planning agreement.
27.2 The purchaser must properly complete and then serve the purchaser's part of an application for consent to
transfer of the land (or part of it) within 7 days after the contract date.
27.3 The vendor must apply for consent within 7 days after service of the purchaser's part.
27.4 If consent is refused, either party can rescind.
27.5 If consent is given subject to one or more conditions that will substantially disadvantage a party, then that
party can rescind within 7 days after receipt by or service upon the party of written notice of the conditions.
27.6
If consent is not given or refused –
27.6.1 within 42 days after the purchaser serves the purchaser's part of the application, the purchaser can
rescind; or
27.6.2 within 30 days after the application is made, either party can rescind.
27.7
Each period in clause 27.6 becomes 90 days if the land (or part of it) is –
27.7.1 under a planning agreement; or
27.7.2 in the Western Division.
27.8 If the land (or part of it) is described as a lot in an unregistered plan, each time in clause 27.6 becomes the
later of the time and 35 days after creation of a separate folio for the lot.
27.9 The date for completion becomes the later of the date for completion and 14 days after service of the notice
granting consent to transfer.
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28 Unregistered plan
28.1 This clause applies only if some of the land is described as a lot in an unregistered plan.
28.2 The vendor must do everything reasonable to have the plan registered within 6 months after the contract date,
with or without any minor alteration to the plan or any document to be lodged with the plan validly required or
made under legislation.
28.3
If the plan is not registered within that time and in that manner –
28.3.1 the purchaser can rescind; and
28.3.2 the vendor can rescind, but only if the vendor has complied with clause 28.2 and with any
legislation governing the rescission.
28.4 Either party can serve notice of the registration of the plan and every relevant lot and plan number.
28.5 The date for completion becomes the later of the date for completion and 21 days after service of the notice.
28.6 Clauses 28.2 and 28.3 apply to another plan that is to be registered before the plan is registered.
29 Conditional contract
29.1 This clause applies only if a provision says this contract or completion is conditional on an event.
29.2 If the time for the event to happen is not stated, the time is 42 days after the contract date.
29.3 If this contract says the provision is for the benefit of a party, then it benefits only that party.
29.4 If anything is necessary to make the event happen, each party must do whatever is reasonably necessary to
cause the event to happen.
29.5 A party can rescind under this clause only if the party has substantially complied with clause 29.4.
29.6 If the event involves an approval and the approval is given subject to a condition that will substantially
disadvantage a party who has the benefit of the provision, the party can rescind within 7 days after either party
serves notice of the condition.
29.7
If the parties can lawfully complete without the event happening –
29.7.1 if the event does not happen within the time for it to happen, a party who has the benefit of the
provision can rescind within 7 days after the end of that time;
29.7.2 if the event involves an approval and an application for the approval is refused, a party who has the
benefit of the provision can rescind within 7 days after either party serves notice of the refusal; and
29.7.3 the date for completion becomes the later of the date for completion and 21 days after the earliest
of –
●
either party serving notice of the event happening;
●
every party who has the benefit of the provision serving notice waiving the provision; or
●
the end of the time for the event to happen.
29.8
If the parties cannot lawfully complete without the event happening –
29.8.1 if the event does not happen within the time for it to happen, either party can rescind;
29.8.2 if the event involves an approval and an application for the approval is refused, either party can
rescind;
29.8.3 the date for completion becomes the later of the date for completion and 21 days after either party
serves notice of the event happening.
29.9 A party cannot rescind under clauses 29.7 or 29.8 after the event happens.
30 Electronic transaction
30.1
This Conveyancing Transaction is to be conducted as an electronic transaction if –
30.1.1 this contract says that it is an electronic transaction;
30.1.2 the parties otherwise agree that it is to be conducted as an electronic transaction; or
30.1.3 the conveyancing rules require it to be conducted as an electronic transaction.
30.2
However, this Conveyancing Transaction is not to be conducted as an electronic transaction –
30.2.1 if the land is not electronically tradeable or the transfer is not eligible to be lodged electronically; or
30.2.2 if, at any time after the effective date, but at least 14 days before the date for completion, a party
serves a notice stating a valid reason why it cannot be conducted as an electronic transaction.
30.3 If, because of clause 30.2.2, this Conveyancing Transaction is not to be conducted as an electronic
transaction –
30.3.1
each party must –
●
bear equally any disbursements or fees; and
●
otherwise bear that party's own costs;
incurred because this Conveyancing Transaction was to be conducted as an electronic transaction;
and
30.3.2 if a party has paid all of a disbursement or fee which, by reason of this clause, is to be borne
equally by the parties, that amount must be adjusted under clause 14.2.
30.4
If this Conveyancing Transaction is to be conducted as an electronic transaction
–
30.4.1 to the extent that any other provision of this contract is inconsistent with this clause, the provisions
of this clause prevail;
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30.4.2 normally, words and phrases used in this clause 30 (italicised and in Title Case, such as Electronic
Workspace and Lodgment Case) have the same meaning which they have in the participation
rules;
30.4.3
the parties must conduct the electronic transaction –
●
in accordance with the participation rules and the ECNL; and
●
using the nominated ELN, unless the parties otherwise agree;
30.4.4 a party must pay the fees and charges payable by that party to the ELNO and the Land Registry as
a result of this transaction being an electronic transaction;
30.4.5
any communication from one party to another party in the Electronic Workspace made –
●
after the effective date; and
●
before the receipt of a notice given under clause 30.2.2;
is taken to have been received by that party at the time determined by s13A of the Electronic
Transactions Act 2000; and
30.4.6 a document which is an electronic document is served as soon as it is first Digitally Signed in the
Electronic Workspace on behalf of the party required to serve it.
30.5
Normally, the vendor must within 7 days of the effective date –
30.5.1 create an Electronic Workspace;
30.5.2 populate the Electronic Workspace with title data, the date for completion and, if applicable,
mortgagee details; and
30.5.3 invite the purchaser and any discharging mortgagee to the Electronic Workspace.
30.6 If the vendor has not created an Electronic Workspace in accordance with clause 30.5, the purchaser may
create an Electronic Workspace. If the purchaser creates the Electronic Workspace the purchaser must –
30.6.1 populate the Electronic Workspace with title data;
30.6.2 create and populate an electronic transfer;
30.6.3 populate the Electronic Workspace with the date for completion and a nominated completion time;
and
30.6.4 invite the vendor and any incoming mortgagee to join the Electronic Workspace.
30.7 Normally, within 7 days of receiving an invitation from the vendor to join the Electronic Workspace, the
purchaser must –
30.7.1 join the Electronic Workspace;
30.7.2 create and populate an electronic transfer;
30.7.3 invite any incoming mortgagee to join the Electronic Workspace; and
30.7.4 populate the Electronic Workspace with a nominated completion time.
30.8 If the purchaser has created the Electronic Workspace the vendor must within 7 days of being invited to the
Electronic Workspace –
30.8.1 join the Electronic Workspace;
30.8.2 populate the Electronic Workspace with mortgagee details, if applicable; and
30.8.3 invite any discharging mortgagee to join the Electronic Workspace.
30.9
To complete the financial settlement schedule in the Electronic Workspace –
30.9.1 the purchaser must provide the vendor with adjustment figures at least 2 business days before the
date for completion;
30.9.2 the vendor must confirm the adjustment figures at least 1 business day before the date for
completion; and
30.9.3 if the purchaser must make a GSTRW payment or an FRCGW remittance, the purchaser must
populate the Electronic Workspace with the payment details for the GSTRW payment or FRCGW
remittance payable to the Deputy Commissioner of Taxation at least 2 business days before the
date for completion.
30.10
Before completion, the parties must ensure that –
30.10.1 all electronic documents which a party must Digitally Sign to complete the electronic transaction are
populated and Digitally Signed;
30.10.2 all certifications required by the ECNL are properly given; and
30.10.3 they do everything else in the Electronic Workspace which that party must do to enable the
electronic transaction to proceed to completion.
30.11
If completion takes place in the Electronic Workspace –
30.11.1 payment electronically on completion of the price in accordance with clause 16.7 is taken to be
payment by a single settlement cheque;
30.11.2 the completion address in clause 16.11 is the Electronic Workspace; and
30.11.3 clauses 13.13.2 to 13.13.4, 16.8, 16.12, 16.13 and 31.2.2 to 31.2.4 do not apply.
30.12 If the computer systems of any of the Land Registry, the ELNO or the Reserve Bank of Australia are
inoperative for any reason at the completion time agreed by the parties, a failure to complete this contract for
that reason is not a default under this contract on the part of either party.
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30.13 If the computer systems of the Land Registry are inoperative for any reason at the completion time agreed by
the parties, and the parties choose that financial settlement is to occur despite this, then on financial
settlement occurring –
30.13.1 all electronic documents Digitally Signed by the vendor, the certificate of title and any discharge of
mortgage, withdrawal of caveat or other electronic document forming part of the Lodgment Case for
the electronic transaction shall be taken to have been unconditionally and irrevocably delivered to
the purchaser or the purchaser's mortgagee at the time of financial settlement together with the
right to deal with the land comprised in the certificate of title; and
30.13.2 the vendor shall be taken to have no legal or equitable interest in the property.
30.14 A party who holds a certificate of title must act in accordance with any Prescribed Requirement in relation to
the certificate of title but if there is no Prescribed Requirement, the vendor must serve the certificate of title
after completion.
30.15 If the parties do not agree about the delivery before completion of one or more documents or things that
cannot be delivered through the Electronic Workspace, the party required to deliver the documents or things –
30.15.1 holds them on completion in escrow for the benefit of; and
30.15.2 must immediately after completion deliver the documents or things to, or as directed by;
the party entitled to them.
30.16
In this clause 30, these terms (in any form) mean –
adjustment figures details of the adjustments to be made to the price under clause 14;
certificate of title the paper duplicate of the folio of the register for the land which exists
immediately prior to completion and, if more than one, refers to each such paper
duplicate;
completion time the time of day on the date for completion when the electronic transaction is to be
settled;
conveyancing rules the rules made under s12E of the Real Property Act 1900;
discharging mortgagee any discharging mortgagee, chargee, covenant chargee or caveator whose
provision of a Digitally Signed discharge of mortgage, discharge of charge or
withdrawal of caveat is required in order for unencumbered title to the property to
be transferred to the purchaser;
ECNL the Electronic Conveyancing National Law (NSW);
effective date the date on which the Conveyancing Transaction is agreed to be an electronic
transaction under clause 30.1.2 or, if clauses 30.1.1 or 30.1.3 apply, the contract
date;
electronic document a dealing as defined in the Real Property Act 1900 which may be created and
Digitally Signed in an Electronic Workspace;
electronic transfer a transfer of land under the Real Property Act 1900 for the property to be
prepared and Digitally Signed in the Electronic Workspace established for the
purposes of the parties' Conveyancing Transaction;
electronic transaction a Conveyancing Transaction to be conducted for the parties by their legal
representatives as Subscribers using an ELN and in accordance with the ECNL
and the participation rules;
electronically tradeable a land title that is Electronically Tradeable as that term is defined in the
conveyancing rules;
incoming mortgagee any mortgagee who is to provide finance to the purchaser on the security of the
property and to enable the purchaser to pay the whole or part of the price;
mortgagee details the details which a party to the electronic transaction must provide about any
discharging mortgagee of the property as at completion;
participation rules the participation rules as determined by the ECNL;
populate to complete data fields in the Electronic Workspace; and
title data the details of the title to the property made available to the Electronic Workspace
by the Land Registry.
31 Foreign Resident Capital Gains Withholding
31.1
This clause applies only if –
31.1.1 the sale is not an excluded transaction within the meaning of s14-215 of Schedule 1 to the TA Act;
and
31.1.2 a clearance certificate in respect of every vendor is not attached to this contract.
31.2
The purchaser must –
31.2.1 at least 5 days before the date for completion, serve evidence of submission of a purchaser
payment notification to the Australian Taxation Office by the purchaser or, if a direction under
clause 4.3 has been served, by the transferee named in the transfer served with that direction;
31.2.2 produce on completion a settlement cheque for the FRCGW remittance payable to the Deputy
Commissioner of Taxation;
31.2.3 forward the settlement cheque to the payee immediately after completion; and
31.2.4 serve evidence of receipt of payment of the FRCGW remittance.
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31.3 The vendor cannot refuse to complete if the purchaser complies with clauses 31.2.1 and 31.2.2.
31.4 If the vendor serves any clearance certificate or variation, the purchaser does not have to complete earlier
than 7 days after that service and clause 21.3 does not apply to this provision.
31.5 If the vendor serves in respect of every vendor either a clearance certificate or a variation to 0.00 percent,
clauses 31.2 and 31.3 do not apply.
32 Residential off the plan contract
32.1 This clause applies if this contract is an off the plan contract within the meaning of Division 10 of Part 4 of the
Conveyancing Act 1919 (the Division).
32.2 No provision of this contract has the effect of excluding, modifying or restricting the operation of the Division.
32.3 If the purchaser makes a claim for compensation under the terms prescribed by clause 6A of the
Conveyancing (Sale of Land) Regulation 2017 –
32.3.1 the purchaser cannot make a claim under this contract about the same subject matter, including a
claim under clauses 6 or 7; and
32.3.2 the claim for compensation is not a claim under this contract.
32.4 This clause does not apply to a contract made before the commencement of the amendments to the Division
under the Conveyancing Legislation Amendment Act 2018.
1
ANNEXURE TO CONTRACT FOR SALE OF LAND
Vendor(s): Shuqi Zhan
Purchaser(s):
Property: Unit 77/278-282 Sussex Street Sydney NSW
Special Conditions
32. AMENDMENTS TO STANDARD CLAUSES:
32.1. ‘Settlement cheque’ – delete “or a building society, credit union or other FCA
Institution as defined in the Cheques Act 1986 that carried in Australia;”
32.2. Clause 4.1 – delete. Replace with the following:
“4.1 the Purchaser must serve the form of transfer at least 14 days before the
completion date so that the Vendor may execute same and attend to notation of
stamp duty payable or exemption from stamp duty at the Office of State Revenue.
The Purchaser agrees and acknowledges that if it does not serve the Transfer at
least 14 days prior to completion and the date the transfer was actually served. The
Purchaser will also be responsible for payment of the sum of $150.00 being an
agreed amount payable for the Vendor’s extra costs incurred as late submission of
transfer.”
32.3. Clause 8.1 – Vendor’s right to rescind – Delete the words “on reasonable grounds”
32.4. Clause 13.7 – Goods & Services Tax – Add the words “The Purchaser warrants that
the property will be occupied as a residence. If the Purchaser breaches this warranty
then within seven (7) days of a demand by the vendor, enclosing a copy of a tax
assessment by the Australia Taxation Office evidencing GST is payable in respect
of the property due to the use of the property by the Purchaser, the Purchaser will
attend to payment of GST payable. The Purchaser will also be responsible for any
costs incurred by the Vendor as a result of a breach of this warranty without limitation.”
32.5. Clause 16.5, delete the words ‘plus another 20% of that fee’.
32.6. Clause 16.6 – Vendor – Add after the word “land” “but only if the purchaser serves
the said land tax certificate showing the charge no later than 5 business days prior
to the actual day of completion”
32.7. Clause 16.8 is deleted.
32.8. Clause 16.12 is deleted.
32.9. Unless the box specifying the requirement for an adjustment of Land Tax is marked
“No” is deemed marked “Yes”.
32.10. Clause 20.6.5 – Miscellaneous – Delete “unless it is not received” and insert “and
in such case it shall be deemed to be duly given or made when the transmission has
been completed (and in this respect the production of a transmission report by the
sender facsimile machine shall be prima facie evidence of the time and fact of such
transmission) except where;
(i) the senders machine indicates a malfunction in transmission; or
(ii) the recipient immediately notified the sender of an incomplete transmission, in which
case the facsimile transmission shall be deemed not to have been made or given at
that time; or
2
(iii) the time of dispatch is not before 5.00pm on a day on which business is generally
carried on in the place to which such notice is sent, in which case the notice shall be
deemed to have been received at the commencement of business on the next
working day at such place.
32.11. Clauses 23.13 & 23.14 – Strata or Community Title – Delete the number “7” where
it appears and insert therein number “3”
32.12. Clause 23.18.1 – Strata or Community Title – Delete in its entirety
32.13. Clause 25.8 – Qualified Title, Limited Title and Old System Title – add the words
“In regard to Qualified or Limited Title. The Purchaser shall make no requisition,
objection, claim for compensation, rescission or termination if any title documents
mentioned in the Abstract of Title are not available on completion. The Purchaser
acknowledges that the provisions of special condition 32 will be enforced for any
delay of completion notwithstanding the Purchaser’s mortgagee’s requirements.
33. COMPLETION
33.1. If either party is unwilling or unable to complete by the completion date, the other
party shall be entitled at any time after the completion date to serve a notice to
complete making the time for completion essential. Such a notice shall give not less
than 14 days notice after the day on which the notice is received by the recipient of
the notice. The notice may nominate a specified hour on the last day as the time for
completion. A notice to complete of such duration is considered by the parties to be
reasonable and sufficient to render the time for completion essential PROVIDED
however that the sending party shall be at liberty at any time to withdraw the said
notice without prejudice to his continuing right to give any further such notice.
33.2. If the purchaser shall not complete this purchase by the completion date, without
default by the Vendor, the Purchaser must pay to the Vendor on completion, in
addition to the balance purchase money, an amount calculated as ten percent (10%)
interest on the balance of purchase money, computed at a daily rate from and
including the day on which completion was due to and including the day on which
completion takes place. It is agreed that this amount is a genuine pre-estimate of
the vendor’s loss of interest for the purchase money and liability for rates and
outgoings.
33.3. The Purchaser further agrees to cover the Vendor’s conveyancing costs and other
expenses incurred as a consequence of the delay in the sum of $275.00 (inc GST).
The Purchaser shall not be entitled to require the Vendor to complete this purchase
unless such interest and conveyancing costs are paid to the Vendor on completion
and it is an essential term of this purchase that such interest and legal costs be so
paid.
34. PURCHASING PROPERTY IN EXISTING STATE/NO REPRESENTATION
This property is sold in its present state of repair and condition and the Purchaser
acknowledges that he is buying the property relying on his own inspection, knowledge and
enquiries. The Purchaser shall not call upon the Vendor to carry out any repairs nor shall
he call upon Vendor to contribute to the costs of any such repairs. The Purchaser further
acknowledges that they do not rely on any letters, documents, brochures, correspondence
or arrangement whither oral or in writing as adding to or amending the terms, conditions,
warranties and arrangements set out in this contract.
35. NO REQUISITION/OBJECTION
The Purchaser cannot make a claim objection or requisition or rescind or terminate in
respect of any of the following matters:
3
(i) The presence on the property of any sewer manhole vent pipes mains connections
wire channel, distributors with respect to any service referred to in clause 10.1.2;
(ii) Any roof and/ or yard water drainage or pipe being connected to the sewer;
(iii) Whether any easements for support have or have not been granted in respect of
any wall (including a party wall);
(iv) If there is a pool on the subject property and it does not comply with the Swimming
Pools Act 1992.
(v) The fact that the whole or any part of the building may encroach upon any and
other than the subject land or the fact that any other building or structure may
encroach upon the subject land.
(vi) The fact that there is no sewer line connected to the property.
36. RELEASE OF DEPOSIT
Notwithstanding the provisions of Clause 3, the Purchaser hereby authorizes the release
of the deposit held by the stakeholder for the purposes of the Vendor’s payment of either
of the following:
(i) Deposit on the purchase of another property; and/or
(ii) Stamp duty on purchase of another property
37. INTRODUCTION BY AGENT
The Purchaser warrants that he has not been introduced to the property or to the Vendor
by any Real Estate Agent other than the vendor’s Agent described in the particulars and
the purchaser hereby agrees to indemnify and to hold indemnified the vendor from and
against any and all claims for commission made by an Estate Agent (other than the
vendor’s Agent) against the vendor arising from a breach of this warranty.
38. PURCHASERS WARRANTY
The purchaser warrants that:
(i) The Purchaser does not require finance to purchase this property and/or
(ii) The Purchaser has obtained approval for finance to purchase this property
(iii) AND the purchaser acknowledges that as a result of making this disclosure the
Purchaser cannot terminate this Contract pursuant to the Consumer Credit (NSW)
Act 1995.
39. BANKRUPTCY/MENTAL ILLNESS ETC
If a party (and if comprising more than one person, any one or more of them) before
completion:
(i) If a natural person – dies or is found by a Court of competent jurisdiction to be
incapable of administering her/his estate or affairs; or
(ii) If a company is the purchaser and it resolves to go into liquidation has summons or
application presented or an order made for its winding up has an official manager or
received appointed over the whole or part of its assets or undertaking or enters into
a deed of arrangement assignment or composition for the benefit of creditors.
either party may rescind the contract.
40. SALE BY AUCTION
40.1. “If the property is or is intended to be sold at auction: Bidders Record means
4
the Bidders Record to be kept pursuant to Clause 18 or the Property, Stock and
Business Agents Regulation 2003 and Section 68 of the Property, Stock and
Business Agents Act 2002:
The following conditions are prescribed as applicable to and in respect of the sale by
auction of land:
(i) The principal’s reserve price must be given in writing to the auctioneer before the
auction commences.
(ii) A bid for the seller cannot be made unless the auctioneer has, before the
commencement of the auction, announced clearly and precisely the number of bids
that may be made by or on behalf of the seller.
(iii) The highest bidder is the purchaser, subject to any reserve price.
(iv) The event of a disputed bid, the auctioneer is the sole arbitrator and the auctioneer’s
decision is final.
(v) The auctioneer may refuse to accept any bid that, in the auctioneer’s opinion, is not
in the best interest of the seller.
(vi) A bidder is taken to be a principal unless, before bidding, the bidder has given to the
auctioneer a copy of a written authority to bid for or on behalf of another person.
(vii) A bid cannot be made or accepted after the fall of the hammer.
(viii) As soon as practicable after the fall of the fall of the hammer the purchaser is to sign
the agreement (if any) for sale.
40.2. The following conditions, in addition to those prescribed by subclause (1), are
prescribed as applicable to and in respect of the sale by auction of residential
property or rural land;
(i) All bidders must be registered in the Bidders Record and display an identifying
number when making a bid.
(ii) One bid only may be made by or on behalf of the seller. This includes a bid made
by the auctioneer on behalf of the seller.
(iii) When making a bid on behalf of the seller or accepting a bid made by or on behalf
of the seller, the auctioneer must clearly state that the bid was made by or on behalf
of the seller or auctioneer.
41. DEPOSIT
Notwithstanding any provisions of this contract, if:
(i) The deposit agreed to be paid or actually paid by the purchaser is less than ten
percent (10%) of the purchase price, and
(ii) The vendor become entitled to forfeit the deposit due to the purchaser’s default;
the purchaser must immediately upon demand pay to the vendor the difference between ten
per cent of the purchase price and the amount actually paid on exchange of contracts.
42. EXISTING MORTGAGES, LEASES & ENCUMBRANCES
The Purchaser shall on settlement accept a discharge of any mortgage, withdrawal of caveat,
surrender of Lease and/or discharge of any other registered encumbrance in registrable form,
whether disclosed or not disclosed by the title or the Contract as at the date hereof, together
with any allowance for the appropriate registration fee. The Purchaser shall not require
registration thereof prior to settlement.
43. LAND TAX
Irrespective of any other terms and conditions in this Contract should any land tax be payable
in the hands of the Vendor whether on a single holdings basis or not against the property being
sold then land tax will be adjusted on the actual amount assessed against this property.
5
44. SWIMMING POOL
If the property contains a swimming pool, then:
(i) The Vendor does not warrant that the swimming pool on the property complies with the
requirements imposed by the Swimming Pools Act 1992 and the regulations prescribed
under that Act.
(ii) The Purchaser agrees that after completion the Purchaser will comply with the
requirements of the Act and regulations relating to access to the swimming pool, fencing
and the erection of a warning notice and this Special Condition shall not merge upon
completion of this Contract.
(iii) The Purchaser may not make any claim or raise any requisition whatsoever in relation
to the swimming pool or any non-compliance with this Swimming Pools Act 1992 or
other relevant legislation.
The purchaser shall make no objection, requisitions or claim for compensation in respect of
the fact that there may be any outstanding orders from any governmental, semi-governmental,
or local governmental bodies, requiring the carrying out of any work to any building presently
erected on the subject land.
45. NO COMPENSATION FOR THE BUILDING WORKS
The purchaser shall make no objection, requisitions or claim for compensation in respect
of:
(a) The fact that any building presently erected on the subject land may not comply with
in any way with the Local Government Act 1993 as amended or the Ordinances
thereunder;
(b) The fact that the whole or any part of the building may encroach upon any land other
than the subject land or the fact that any other building or structure may encroach
upon the subject land
(c) The fact that a building certificate from the Local Council is not available or will not
be issued by the Local Council.
(d) The fact that the building presently erected on the subject land may not comply with
any strata by-laws.
46. INCONSISTENCY & SEVERABILITY
If there is any inconsistency between the printed (standard) Clauses and these Special
Conditions of this Contract, the Special Conditions shall prevail to the extent of that
inconsistency. Unenforceability of a provision of this Contract does not effect the
enforceability of another provision in this Contract.
47. GST
(1) “GST” refers to the Goods and Services Tax under a New Tax System (Goods and
Services Tax) Act 1999 (GST Act) and the terms used have the meanings as
defined in the GST Act.
(2) The vendor is and has been occupying the property as a residence and it
is residential premises under the GST Act.
(3) The purchaser agrees, on and after completion of this sale, to use the
property predominantly for residential accommodation
(4) In the event of the vendor being liable for GST, because of the purchaser’s failure
to comply with (3) or Australia Taxation Office Commissioner’s regarding the
property as
commercial premises:
6
the purchaser agrees to pay to the vendor within 14 days after the
vendor’s liability for GST on this sale is confirmed by correspondence or
assessment from the Commissioner, the amount of the GST.
The vendor shall deliver to the purchaser, as a precondition to such
payment, a tax invoice in a form, which complies with the GST Act and
regulations.
48. FIRB APPROVAL
The Purchaser warrants to the Vendor that if it is a "foreign corporation" or "foreign person"
as defined in the foreign Acquisition 7 Take-Overs Act 1975 ("the Act') it has obtained the
Consent of the Foreign Investment Review Board (FIRB) in accordance with the provisions
of the Act to its purchase of the property. The Purchaser hereby indemnifies and holds
indemnified the Vendor against all liability, loss, damage and expenses, which the Vendor
may suffer or incur as a direct or indirect consequence of a breach of this warranty.
49. CORPORATE PURCHASER AND DIRECTORS GUARANTEES
49.1. In the event that the Purchaser is a company, each of the persons in the presence
of whom the common seal of the Purchaser purports to have been affixed (or, in the
event the contract is not signed under common seal, each person who signs on
behalf of the Purchaser being a director of the company):
49.1.1. warrants that the company has been incorporated and exists at law and agrees
that he or she shall be personally liable for the contract price under this contract,
both jointly and severally, as if he or she has been named as a Purchaser; and
49.1.2. guarantees (jointly and severally) the due performance of the Purchaser in
relation to its obligations pursuant to the terms of this contract in every respect
as if he or she had personally entered into this contract himself or herself; and
49.1.3. warrants that they have obtained independent legal advice about the effect of this
clause before executing the contract and providing the Guarantee under this
clause;
This clause does not merge on completion.
50. SPECIAL LEVIES
Notwithstanding the provisions of clauses 23.6 and 23.7, the Vendor and
Purchaser
covenant
and agree that if there are or have been special levies or contributions which are
not regular contributions (hereafter called special levies) levied before the Contract date,
the Vendor will pay or allow to the Purchaser on completion the amount of any instalments
of such unpaid special levies which fall due for payment up to the Contract date and the
Purchaser agrees and will pay all instalments of such unpaid special levies which fall due
for payment after the Contract date.
Clause 23 is accordingly amended as follows:
(i) Delete from Clause 23.5.2 the words ‘but is disclosed in this Contract’
(ii) Delete from Clause 23.6 the words ‘and is not disclosed in this Contract’
(iii) Add at the end of Clause 23.7 the words ‘but subject to any other clause of this
Contract providing
otherwise’.
(iv) Clause 23.9 is deleted
Order number: 43810920
Your Reference: SL17-075
02/05/17 20:58
LAND AND PROPERTY INFORMATION NEW SOUTH WALES - TITLE SEARCH
------------------------------------------------------------
FOLIO: 77/SP20795
------
SEARCH DATE TIME EDITION NO DATE
----------- ---- ---------- ----
2/5/2017 8:58 PM 9 25/11/2015
LAND
----
LOT 77 IN STRATA PLAN 20795
AT SYDNEY
LOCAL GOVERNMENT AREA SYDNEY
FIRST SCHEDULE
--------------
SHUQI ZHAN (T AK11823)
SECOND SCHEDULE (2 NOTIFICATIONS)
---------------
1 INTERESTS RECORDED ON REGISTER FOLIO CP/SP20795
2 AK11824 MORTGAGE TO COMMONWEALTH BANK OF AUSTRALIA
NOTATIONS
---------
UNREGISTERED DEALINGS: NIL
*** END OF SEARCH ***
PRINTED ON 2/5/2017
* Any entries preceded by an asterisk do not appear on the current edition of the Certificate of Title. Warning: the information appearing under notations
has not been formally recorded in the Register.
© State of New South Wales through Land and Property Information (2017)
SAI Global Property Division an approved NSW Information Broker hereby certifies that the information contained in this document has been provided
electronically by the Registrar General in accordance with section 96B(2) of the Real Property Act 1900.
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Contract for the sale and purchase of land (Australian National University)

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Completed 13 November 2021

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