Contract of Sale of Real Estate - AUVICREPS006

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BLACK = Old Item/Clause  | RED = New Item/Clause | BLUE = Comments About Change (Not Part of Form) | STRIKEOUT = Wording Deleted

 

14 June 2022 v2.4

Additions / Changes:


Title

CONTRACT OF SALE OF REAL ESTATE

This Contract is prepared by an Australian Legal Practitioner in accordance with section 53A(1)(b)(i) of the Estate Agents Act.

 

(Note: Where there is insufficient space in any Item place details in an Annexure and refer to the Annexure in the Item - e.g. ‘Refer Goods Sold With the Land Additional Expenses Annexure’)

Property Address: ………………………………………………………………………………………………………

                            ………………………………………………………………………………………………………

The vendor agrees to sell and the purchaser agrees to buy the property, being the land and the goods, for the price and on the terms set out in this contract.

The terms of this contract are contained in the-

Particulars of sale (‘Item Schedule’); and

Special Cconditions, if any; and

General Cconditions-

and in that order of priority.


Item 6

LAND

The land is:  (tick where applicable) described in the table below:

__described in the table below

Certificate of Title Reference

Being Lot

On Plan

Volume: ………………………….. Folio: …………………………..

 

 

Volume: ………………………….. Folio: …………………………..

 

 

Volume: ………………………….. Folio: …………………………..

 

 

OR

__described in the copy of the Register Search Statement and the document or part document referred to as the diagram location in the Register Search Statement, as attached to the section 32 statement if no title or plan references are recorded in the table above or if the land is general law land.

If the table above is not completed the land is as described in the Section 32 statement and more particularly the Register Search Statement or the diagram location (forming part of the Register Search Statement) attached to the Section 32 statement.

 

The land includes all improvements and fixtures.


Item 8

GOODS SOLD WITH THE LAND (list or attached annexure schedule)


Item 9

PAYMENT

9.1   Purchase Price:     $ …………………………

      (WARNING: Some property sales may attract GST and require a tax invoice to be issued separate to this Contract. Seek appropriate Professional advice if unsure).

9.2   Deposit:   $ ………………… payable by: …… / …… / ……(of which $ …………………………has been paid)

      If no date is specified for the payment of the deposit, it will be payable upon the signing of the Contract by the

      Purchaser.

9.3   Balance Price:  $ …………………………payable at settlement (Item 11).

9.4   Deposit Holder (Warning: Before making payment, confirm details).

      Name: ……………………………………………………………………………………………………………..

      Trust Account: …………………………………………………………………………………..………………………..

      Bank: …………………………  BSB: ...|...|…|...|…|... Account No.: …|…|…|…|…|…|…|…|…|...|…

9.5   Deposit Bond/Bank Guarantee

       Only ONE of the boxes in this Item is to be selected where applicable.  

      _ Deposit bond (General condition 12.2 will apply if the box is checked)

      _ Bank guarantee (General condition 12.2 will apply if the box is checked)


Item 10

GST     Each party should seek legal advice before completing this item.

The price includes GST (if any) unless the words ‘plus GST’ appear in this box: [Box Deleted]

If this is a sale of a ‘farming business’ or ‘going concern’ then add the words ’farming business’ or ‘going concern’ in this box:[Box Deleted]

If the margin scheme will be used to calculate GST then add the words ‘margin scheme’ in this box:[Box Deleted]

10.1   Is the sale of the property a Taxable Supply with GST payable in accordance with the GST Act?_ Yes _ No

        Note: If neither box is checked or both are checked, this sale will not be a Taxable Supply

10.2   Where the sale of the property is a Taxable Supply (refer item 10.1):

(a)  Does the margin scheme apply with GST calculated in accordance with Division 75 of the GST Act?_ Yes _ No

Note: If neither box is checked or both are checked, GST will not be calculated as if the margin scheme applies.

(b)     Is the purchase price inclusive of GST?   _ Yes   _ No

Note: If neither box is checked or both are checked, the purchase price is taken to be inclusive of GST.

10.3   Where the sale of the property is not a Taxable Supply (refer item 10.1):

(a)     _ The property is a farming business in accordance with section 38-480 of the GST Act

(b)     _ The property is a going concern in accordance with section 38-325 of the GST Act

(c)     _ None of the above

Note: Where no box is checked or all are checked above, only 10.3(c) will be taken to be checked.


Item 11

SETTLEMENT DATE


Item 12

LEASE VACANT POSSESSION

At settlement the purchaser is entitled to vacant possession of the property unless the words ‘subject to lease’ appear in this box, in which case refer to general condition 1.1. : _ Yes  _ No [Box Deleted]

If No ‘subject to lease’ then particulars of is checked above, the Sale is subject to the lease/tenancy, the particulars of which are set out below the lease are:

Renter: …………………………………………………………………………………………………………..….….….….….

Term: ………………………………………………..….….…. Ending on: ………………………………..………….….….

Options: ……………………………………………..….….….….….….….….….….….….….….….….….….….….….….

Rent: …………………………………………………….….….….….….….….….….….….….….….….….….….….….….

 

Note: a copy of the existing lease/tenancy agreement will be provided in accordance with General Condition 29, where requested by the Purchaser.

Box Deleted

 


Item 13

TERMS CONTRACT

This contract is intended to be a terms contract within the meaning of the Sale of Land Act 1962: _ Yes  _ No

If ‘Yes’ is checked above, add any further provisions by way of special conditions.

If this contract is intended to be a terms contract within the meaning of the Sale of Land Act 1962 then add the words ‘terms contract’ in this box and refer to general condition 23 and add any further provisions by way of special conditions:[Box Deleted]


Item 14

LOAN

This contract is conditional on a loan approval: _ Yes  _ No

The following details apply if this contract is subject to a loan being approved:

If ‘yes’ all details below must be completed for General Condition 16 to apply.

Lender: …………………………………………………………………………………………………………………………….

Loan Amount: $ ……………………………….. Approval Date: …… / …… / ……


Item 15

INSPECTIONS: BUILDING/PEST

Note: This Item is not applicable where the Property is sold by Auction.

(1)(a) Building Inspection:   Yes/No  
(b) Pest Inspection:   Yes/No  
(2)Inspection Completion Date: …………………………………………………………………(Date to be completed by)

(3) Acknowledged Defects/Excluded Improvements:

 

 

 

 


Item 17

GST WITHHOLDING

17.1 The Property is: (tick one of the following)

     _ Existing Residential Premises     _ New Residential Premises     _ Potential Residential Land

17.2 The purchaser is to complete this Item 17.2 where the purchase is of Potential Residential Land.)

      The purchaser is registered for GST and acquiring the Property for a ‘creditable purpose’ (as defined in the GST        Act): _ Yes _ No

      Note: where the answer is ‘yes’ and the acquisition is for Potential Residential Land Item 17.3(2) is not required        to be completed.

17.3 GST Withholding Notice (to be completed by vendor - section 14-255 Taxation Administration Act 1953 (Cth))

       (1)   The purchaser <is/is not> required to make a payment to the Australian Taxation Office in compliance with section 14-250 of the Taxation Administration Act 1953 (Cth) in relation to the Property.

       (2)   Only complete the following details where payment is required:

       (a)  Vendor’s Name: …………………….…………………………… ABN: ………………………………..

       (b)  Payment amount: $ ………………………………….

       (c)  When payable: …… / …… / ……

Note: Where no date is inserted payment will be on the Settlement Date.

       (d)  Where the Purchase Price is not expressed as an amount of money insert the GST inclusive market           value of the Property: $ ………………………………….

      Important Note to purchaser: Failure by the vendor to complete this Item does not affect the purchaser’s               obligation to make a payment under section 14‑250 (general condition 15).


Item 18

SPECIAL CONDITIONS (if insufficient space attach schedule)

Note: Each special condition should be numbered and each page initialed.

The Special Conditions are inserted under instruction from a party to this Contract and where not prepared by that party, were prepared by an Australian Legal Practitioner and not the Agent. No legal advice has been given or warranty provided by the Agent. Independent Legal advice should be sought.

The Parties agree that special conditions listed below (if any) are incorporated into and form part of this Agreement.

This contract does not include any special conditions unless the words

‘special conditions’ appear in this box:

 

If the contract is subject to ‘special conditions’ then particulars of the special conditions are:

1.

Withholding – Capital Gains

 

1.

The parties acknowledge (subject to Sub-Clause 2 of this Special Condition) where the Purchase Price of the Property is seven hundred and fifty thousand dollars ($750,000) or more, the Purchaser will on or before Settlement, in compliance with the foreign resident capital gains withholding payments provisions of Schedule 1 of the Taxation Administration Act 1953 (Cth) (Schedule 1) be required to:

 

 

(a)

withhold from the purchase monies a sum equal to 12.5% of the Purchase Price or such lesser sum as determined in a notice of variation provided in accordance with section 14-235 of Schedule 1; and

 

 

(b)

pay the withheld monies to the Australian Taxation Office (ATO) in accordance with Schedule 1 and, in addition,

 

 

(c)

promptly provide evidence of payment made in accordance with Sub-Clause 1(b) of this Special Condition to the Vendor

 

2.

Where the Vendor has, not less than 3 Business Days (or such shorter time as the parties may agree) prior to Settlement, provided a clearance certificate from the ATO in accordance with Schedule 1, valid at the time of Settlement, the Purchaser’s obligation under Sub-Clause 1 of this Special Condition will not apply.

2.

Withholding – GST

 

1.

Where the Property the subject of this Contract is, within the meaning of the GST Act a ‘new residential premises’ or ‘potential residential land’ the Vendor must give to the Purchaser a GST Withholding Notice (Sub-Clause 8 of this Special Condition) in accordance with section 14-255 of the Taxation Administration Act 1953 (Cth).

 

2.

(a)

Where an amount is required to be paid to the Australian Taxation Office (ATO) in accordance with the GST Withholding Notice (Sub-Clause 8 of this Special Condition) the Purchaser is authorised to withhold from the balance purchase price and remit to the ATO the amount as required in Sub-Clause 8(b) of this Special Condition in accordance with section 14-250 of the Taxation Administration Act 1953 (Cth).

 

 

(b)

Notwithstanding the provisions of Sub-Clause 2(a) of this Special Condition the Purchaser will if requested by the Vendor provide to the Vendor at settlement a bank cheque for the GST Withholding amount payable to the Commissioner of Taxation.

 

 

(c)

Where the Purchaser has provided a bank cheque to the Vendor in accordance with Sub-Clause 2(b) of this Special Condition the Vendor must forthwith forward such bank cheque to the ATO.

 

3.

Where the GST Withholding Notice (Sub-Clause 8 of this Special Condition) is not completed by the Vendor, the Purchaser is authorised to withhold from the balance purchase price and remit to the ATO, in compliance with the GST Act, an amount calculated in accordance with section 14-250(6) of the Taxation Administration Act 1953 (Cth).

 

4.

Where the Purchaser is required to make a payment in accordance with section 14-250 (Taxation Administration Act 1953 (Cth)) the Purchaser must lodge with the ATO the following forms:

 

 

(a)

not less than 14 days prior to Settlement, a GST Property Settlement Withholding Notification (Form 1); and

 

 

(b)

at or before Settlement, a GST Property Settlement Date Confirmation (Form 2).

 

5.

On or before Settlement the Purchaser must provide to the Vendor a copy of:

 

 

(a)

the confirmation email received from the ATO following lodgement of the Form 1 showing the lodgement and payment reference numbers;

 

 

(b)

the Form 2 lodged with the ATO; and

 

 

(c)

a competed ATO payment slip.

 

6.

The Property is: (tick one of the following)

_ Existing Residential Premises   _ New Residential Premises    _ Potential Residential Land

 

7.

(The Purchaser is to complete this Sub-Clause 7 where the purchase is of Potential Residential Land.)

The Purchaser is registered for GST and acquiring the Property for a ‘creditable purpose’ (as defined in the GST Act): _Yes  _ No

Note: where the answer is ‘yes’ and the acquisition is for Potential Residential Land Sub-Clause 8(b) is not required to be completed.

 

8.

GST Withholding Notice (to be completed by Vendor - section 14-255 Taxation Administration Act 1953 (Cth))

 

 

(a)

The Purchaser <is/is not> required to make a payment to the ATO in compliance with section 14-250 of the Taxation Administration Act 1953 (Cth) in relation to the Property.

 

 

(b)

Only complete the following details where payment is required:

 

 

 

(i)

Vendor’s Name: ……………………….…………… ABN: …………………………..

 

 

 

(ii)

Payment amount: $ ………………………………….

 

 

 

(iii)

When payable: …… / …… / ……

Note: Where no date is inserted payment will be on the Settlement Date.

 

 

 

(iv)

Where the purchase price is not expressed as an amount of money insert the GST inclusive market value of the Property: $ ………………………………….

3.

Settlement – the parties agree Settlement will be by way of Electronic Conveyancing in accordance with the following Special Condition:  E-Conveyance (Electronic Conveyancing)._Yes  _ No

 

E-Conveyance (Electronic Conveyancing)

 

1.

Settlement including lodgment of transfer documents and payment of balance purchase price, adjusted as provided in this Contract, will proceed electronically in accordance with the Electronic Conveyancing National Law (“ECNL”).

 

2.

Where an inconsistency exists between this and other general conditions in this contract this special condition will apply.

 

3.

Where a party, acting reasonably, is not able to proceed with e-conveyance written notice, including advice regarding the reason for such inability must be given as soon as possible prior to due date for settlement and the provisions of special condition 3(10)(b)(ii) will apply with regards to settlement.

 

4.

Each party must:

 

 

(a)

be, or engage a representative who is a Subscriber (as defined in the ECNL) for the purposes of the ECNL; and

 

 

(b)

conduct this transaction in accordance with the ECNL and Participation Rules.

 

5.

Once this contract has become unconditional the vendor must promptly cause an Electronic Workspace (“Workspace”) to be opened and populated with all necessary information and documents to facilitate settlement and advise all relevant parties, including relevant financial institutions, and invite them to join the Workspace.

 

6.

Upon being invited to join the Workspace the remaining parties together with relevant financial institutions must promptly join the Workspace and cause the Workspace to be populated with all necessary information and documents, to facilitate settlement.

 

7.

A party will not be in default where it is prevented from complying with an obligation under this special condition due to failure by the other party or a financial institution to comply with an obligation under this special condition.

 

8.

The parties will confirm through the Workspace a settlement time. Neither party may terminate this contract while the Workspace is locked for Settlement.

 

9.

Settlement occurs when the Workspace for the e-conveyance records that:

 

 

(a)

there has been an exchange of value within an Electronic Lodgement Network between financial institutions in accordance with the parties instructions; or

 

 

(b)

if there is no exchange of value, the documents necessary to transfer title have been accepted for electronic lodgment by Land Use Victoria.

 

10.

Each party must do everything reasonably necessary and in a reasonable timeframe to ensure:

 

 

(a)

Settlement (including Financial Settlement) occurs electronically on the Settlement Date; or

 

 

(b)

where the parties have complied with general conditions in this contract in respect of Settlement and the provisions of this special condition and Settlement cannot occur by e-conveyance and neither party is in default, Settlement will be completed:

 

 

 

(i) by e-conveyance on the next business day after the due date for settlement; or

 

 

 

(ii) if the parties agree, using a method other than e-conveyance, in which case Settlement must       be within 3 business days of the due date for settlement,

 

 

and in either case, time remains of the essence.

 

11.

The parties agree payments of the GST Withholding amount as provided by Special Condition 2 will be complied with where on the due date for settlement payment of the required amount is provided for and required in the Financial Settlement Schedule.

In this clause Financial Settlement Schedule means a schedule within the electronic workspace listing financial settlement details for source and destination accounts necessary to complete Financial Settlement.

 

12.

All monies required for e-conveyance Settlement must be cleared funds prior to settlement time.

 

13.

Where monies have been paid to an incorrect account the parties must take all reasonable steps to recover such monies for payment to the intended recipient.

 

14.

Each party will be responsible for their own costs in respect to e-conveyance.

 

15.

On settlement in accordance with the general conditions of the contract the vendor must deliver (or cause to be delivered) to the purchaser (or as directed by the purchaser):

 

 

(a)

the instrument of title (if any) and any other documents in the vendor’s possession reasonably required by the purchaser relating to the property.

 

 

(b)

all keys and other devices and codes for entry, exit and security.

4.

Foreign Investment Approval

The Purchaser warrants either:

 

1.

the purchase is not a notifiable action with respect to the Foreign Acquisitions and Takeovers Act 1975 (CTH) (FATA); or

 

2.

where the purchase is a notifiable action under the FATA the Purchaser has obtained any and all approvals.

5.

Swimming Pool or Spa Warranty

The Seller warrants, unless otherwise disclosed in this Contract, that at the time of Settlement where there is a current Certificate of Swimming Pool Barrier Compliance, no alterations or additions have been made to the Swimming Pool or Spa or surrounds prior to Settlement which would affect the Certificate of Swimming Pool Barrier Compliance.


Item 19

WARNING: THIS IS A LEGALLY BINDING AGREEMENT.  YOU SHOULD READ THIS CONTRACT BEFORE SIGNING IT.

 

Purchasers should ensure that prior to signing this contract, they have received-

A copy of the section 32 statement required to be given by a vendor under section 32 of the Sale of Land Act 1962 in accordance with Division 2 of Part II of that Act; and

A copy of the full terms of this contract, together with all Annexures and documents referred to in this contract.

 

The authority of a person signing must be noted beneath the signature, for example-

as Trustee

as attorney under power of attorney; or

as director of a corporation; or

as an agent authorised in writing by one of the parties

must be noted beneath the signature.

 

Any person whose signature is secured by an estate agent acknowledges being given by the agent at the time of signing a copy of the terms of this contract.

WARNING: This document provides a template for use and completion by the parties in forming a contract. By signing this Contract the parties confirm that no legal advice as to the conditions contained herein was provided by the Agent. The parties have been advised to seek independent legal advice with respect to this Contract.

 

SIGNED BY THE PURCHASER                on …… / …… / ……

 

1) Signature: ………………………………………………..

2)  Signature: ………………………………………………..

 

………………………………………………………………..

Print name of person signing                                              

 

………………………………………………………………..

Print name of person signing                                              

……………………………………………………………….

State nature of authority if applicable (e.g. “director”, “attorney under power of attorney”)

……………………………………………………………….

State nature of authority if applicable (e.g. “director”, “attorney under power of attorney”)

 

 

3) Signature:  ………………………………………………..

 

 

4)  Signature: ………………………………………………..

 

………………………………………………………………..

Print name of person signing                                              

 

………………………………………………………………..

Print name of person signing                                              

 

………………………………………………………………..

State nature of authority if applicable (e.g. “director”, “attorney under power of attorney”)

 

………………………………………………………………..

State nature of authority if applicable (e.g. “director”, “attorney under power of attorney”)

 

 

This offer will lapse unless accepted within …………… clear Business Days (3 clear business days if none specified).

In this contract, “business day” has the same meaning as in section 30 of the Sale of Land Act 1962.

 


General Conditions

Contract of Sale of Real Estate - General Conditions being Form 2 of the former Estate Agents (Contracts) Regulations 2008


General Condition 1

Execution of contract

1.1

This Contract (and all Schedules and associated documents thereto) may be delivered and executed electronically in accordance with General Condition 23.

1.2

This contract may be executed in any number of counterparts. Together, all counterparts make up one instrument.

1.3

This contract may be entered into by and becomes binding on the parties by one party signing the contract that has been signed by the other (or a copy of that contract) and delivering a hard or electronic copy of it to the other or to the other party's agent or solicitor.

1.4

Each party (including any Guarantors) warrants they have the required authority to enter into this Contract and will, if requested, provide to the other satisfactory proof of identity and authority.


General Condition 2

Encumbrances

2.1 (c)

any lease or tenancy referred to in the particulars of sale,

2.2

The purchaser indemnifies the vendor against all obligations under any lease or tenancy that are to be performed by the landlord after settlement.


General Condition 3

Vendor warranties

3.1

The vendor warrants that these general conditions 1 to 28 are identical to the general conditions 1 to 28 in the standard form of contract of sale of real estate prescribed by the former Estate Agents (Contracts) Regulations 2008 for the purposes of section 53A of the Estate Agents Act 1980.

3.2 (c)

is in possession of the land, either personally or through a lessee/renter; and

3.45

The warranties in general conditions 3.2 and 3.3 are subject to any contrary provisions in this contract and disclosures in the section 32 statement required to be given by the vendor under section 32 of the Sale of Land Act 1962 in accordance with Division 2 of Part II of that Act.


General Condition 5

Services

5.1

The vendor does not represent that the services (including gas, water, electricity and telecommunication) are adequate for the purchaser's proposed use of the property and the vendor advises the purchaser to make appropriate inquiries.  The condition of the services may change between the day of sale and settlement and the vendor does not promise that the services will be in the same condition at settlement as they were on the day of sale.


General Condition 6

Consents

6.1

The vendor must obtain any necessary consent or licence required for the sale.

6.2

The Purchaser will, if required, do all things as may reasonably be necessary to assist in obtaining such consent or licence.

6.3

The contract will be at an end and all money paid must be refunded if any necessary consent or licence is not obtained by settlement.


General Condition 7

Transfer and Duty

7.1

The transfer of land document must be prepared by the purchaser and, in the case of a paper document, delivered to the vendor at least 710 days before settlement. The delivery of the transfer of land document is not acceptance of title. The vendor must prepare any document required for assessment of duty on this transaction relating to matters that are or should be within the knowledge of the vendor and, if requested by the purchaser, must provide a copy of that document at least 3 days before settlement.

7.2

The vendor must start the Digital Duties form and any other document required by the State Revenue Office for assessment of duty on this transaction and invite the purchaser to complete the form to enable signing by the parties at a reasonable time before settlement.


General Condition 8

Release of security interest

8.3

If the purchaser is given the details of the vendor's date of birth under general condition 8.2, the purchaser must-


(a)

only use the vendor's date of birth for the purposes specified in general condition 8.2; and  


General Condition 10

Swimming Pool or Spa Warranty

The vendor warrants, unless otherwise disclosed in this contract, that at the time of settlement, where there is a current certificate of swimming pool barrier compliance, no alterations or additions have been made to the swimming pool or spa or surrounds prior to settlement which would affect the certificate of swimming pool barrier compliance.


General Condition 11

General law land

11.1

Where a provisional folio has been created pursuant to section 23 of the Transfer of Land Act 1958 the vendor will apply for a section 14  (Transfer of Land Act 1958) conversion, such conversion to be completed before settlement.

11.2

This Ggeneral conditions 11.2 to 11.8 only applyies if any part of the land is not under the operation of the Transfer of Land Act 1958.


General Condition 12

Stakeholding

12.1

The deposit must be released to the vendor if:

 

(a)

the vendor provides particulars, to the satisfaction of the purchaser, that either-

 

 

(i)

there are no debts secured against the property; or

 

 

(ii)

if there are any debts, the total amount of those debts does not exceed 80% of the sale price; and

 

(b)

at least 28 days have elapsed since the particulars were given to the purchaser under paragraph (a); and

 

(c)

all conditions of Section 27 of the Sale of Land Act 1962 have been satisfied.

12.2

The stakeholder must pay the deposit and any interest to the party entitled when the deposit is released, the contract is settled, or the contract is ended.

12.3

The stakeholder may pay the deposit and any interest into court if it is reasonable to do so.


General Condition 12

Deposit Payment

12.1

The purchaser must pay the deposit in the amount and at the times required in Item 9:

12.2

Where either Deposit Bond or Bank Guarantee  has been checked in item 9.5 the purchaser has elected to secure payment of the deposit (in whole or in part) by the method checked which must be in a form and on terms acceptable to the vendor, in which case on receipt of the Deposit Bond/Bank Guarantee the purchaser’s obligation to pay the deposit shall have been satisfied to the extent of the Deposit Bond/Bank Guarantee. This general condition is subject to general condition 12.3.

12.3 (a)

must not exceed 10% of the purchase price; and

12.3

The purchaser must pay all money other than the deposit:


(a)

to the vendor, or the vendor's legal practitioner or conveyancer; or


(b)

in accordance with a written direction of the vendor or the vendor's legal practitioner or conveyancer.

12.4

At settlement, payments may be made or tendered:


(a)

in cash; or


(b)

by cheque drawn on an authorised deposit-taking institution; or


(c)

if the parties agree, by electronically transferring the payment in the form of cleared funds.

12.4

Failure to pay any deposit monies on time (except as provided by Clause 12.5) or by cheque which is not honoured on presentation, will be an act of default by the purchaser.

12.5

Where the Purchaser pays all or part of the Deposit monies via an electronic funds transfer, full details of such payment must be provided in writing to the Deposit Holder when the payment is made and provided the monies are credited to the Deposit Holder’s account not later than midnight on the date which is 2 Business Days after the date for payment as specified in Item 9, the Purchaser will not be in default.

12.6

At settlement, the purchaser must pay the fees on up to three cheques drawn on an authorised deposit-taking institution. If the vendor requests that any additional cheques be drawn on an authorised deposit-taking institution, the vendor must reimburse the purchaser for the fees incurred.

12.6

The deposit must be released to the vendor if:


(a)

the vendor provides particulars, to the satisfaction of the purchaser, that either-


 

(i)

there are no debts secured against the property; or


 

(ii)

if there are any debts, the total amount of those debts does not exceed 80% of the Purchase Price such debts to include any amounts to be withheld in accordance with general conditions 20 and 21; and


(b)

at least 28 days have elapsed since the particulars were given to the purchaser under paragraph (a); and


(c)

all conditions of section 27 of the Sale of Land Act 1962 have been satisfied.

12.7

The Deposit Holder must pay the deposit and any interest to the party entitled when the deposit is released, the contract is settled, or the contract is ended.

12.8

The Deposit Holder may pay the deposit and any interest into court if it is reasonable to do so.

12.9

For the purpose of this general condition (12): 'authorised deposit-taking institution' means a body corporate in relation to which an authority under section 9(3) of the Banking Act 1959 (Cth) is in force.


(a)

Bank means an authorised deposit-taking institution granted the authority to carry on a banking business in Australia within the meaning given to that term in the Banking Act 1959 (CTH), the Reserve Bank or Bank constituted under State law.


(b)

Deposit Bond/ Bank Guarantee means an irrevocable Deposit Bond or Bank Guarantee issued by a bank or insurance company to secure the deposit in accordance with general condition 12.2 of this Contract.


General Condition 13

Settlement

13.1

At settlement:

 

(a)

the purchaser must pay the balance purchase monies due under this Contract (other than the deposit), in accordance with a written direction of the vendor or the vendor's legal practitioner or conveyancer; and

 

(b)

the vendor must:

 

 

(i)

do all things necessary to enable the purchaser to become the registered proprietor of the land; and

 

 

(ii)

give either vacant possession or receipt of rents and profits in accordance with the particulars of sale.

13.2

The vendor's obligations under this general condition continue after settlement.

13.3

Settlement must be conducted between the hours of 10:00 a.m. and 04:00 p.m. unless the parties agree otherwise.


General Condition 14

E-Conveyance (Electronic Conveyancing)

14.1

Settlement including lodgment of transfer documents and payment of balance purchase monies, adjusted as provided in this contract, will proceed electronically in accordance with the Electronic Conveyancing National Law (“ECNL”).

14.2

Where an inconsistency exists between this and other general conditions in this contract this general condition will apply.

14.3

Where a party, acting reasonably, is not able to proceed with e-conveyance written notice, including advice regarding the reason for such inability must be given as soon as possible prior to due date for settlement and the provisions of general condition 14.11(b)(ii) will apply with regards to settlement.

14.4

Where the parties can not conduct the transaction using one Electronic Lodgement Network Operator  the provisions of general condition 14.3 will apply.

14.5

Each party must:

 

(a)

be, or engage a representative who is a subscriber (as defined in the ECNL) for the purposes of the ECNL; and

 

(b)

conduct this transaction in accordance with the ECNL and Participation Rules as determined by the ECNL.

14.6

Once this contract has become unconditional the vendor must promptly cause an Electronic Workspace (“workspace”) to be opened and populated with all necessary information and documents to facilitate settlement and advise all relevant parties, including relevant financial institutions, and invite them to join the Workspace.

14.7

Upon being invited to join the workspace the remaining parties together with relevant financial institutions must promptly join the workspace and cause the workspace to be populated with all necessary information and documents, to facilitate settlement.

14.8

A party will not be in default where it is prevented from complying with an obligation under this general condition (14) due to failure by the other party or a financial institution to comply with an obligation under this general condition.

14.9

The parties will confirm through the workspace a settlement time. Neither party may terminate this contract while the workspace is locked for settlement.

14.10

Settlement occurs when the workspace for the e-conveyance records that:

 

(a)

there has been an exchange of funds or value within an Electronic Lodgement Network between financial institutions in accordance with the parties’ instructions; or

 

(b)

if there is no exchange of value, the documents necessary to transfer title have been accepted for electronic lodgment by Land Use Victoria.

14.11

Each party must do everything reasonably necessary and in a reasonable timeframe to ensure:

 

(a)

Settlement occurs electronically on the Settlement Date; or

 

(b)

where the parties have complied with general conditions in this contract in respect of settlement and the provisions of this general condition (14) and settlement cannot occur by e-conveyance and neither party is in default, settlement will be completed:

 

and in either case, time remains of the essence.

14.12

The parties agree the provisions of general condition 20.1 and payments of the GST Withholding amount as provided by Item 17 will be complied with where, on the due date for settlement, payments of the required amounts are provided for and required in the Financial Settlement Schedule.

14.13

All monies required for e-conveyance settlement must be cleared funds prior to settlement time.

14.14

Where monies have been paid to an incorrect account, the parties must take all reasonable steps to recover such monies for payment to the intended recipient.

14.15

Each party will be responsible for their own costs in respect to e-conveyance.

14.16

On confirmation of settlement in accordance with the general conditions of the contract the vendor must deliver (or cause to be delivered) to the purchaser (or as directed by the purchaser):

 

(a)

the instrument of title (if any) and any other documents in the vendor’s possession reasonably required by the purchaser relating to the property.

 

(b)

all keys and other devices and codes for entry, exit and security.

14.17

For the purpose of this contract:

 

(a)

Financial Settlement Schedule means a schedule within the electronic workspace listing financial settlement details for source and destination accounts necessary to complete settlement.

 

(b)

Electronic Workspace means a shared electronic workspace generated by the ELN.

 

(c)

Electronic Lodgement Network is an electronic system that enables the lodging of registry instruments and other documents in electronic form for the purposes of the land titles legislation.


General Condition 15

GST

15.1

The purchaser does not have to pay the vendor any GST payable by the vendor in respect of a taxable supply made under this contract in addition to the purchase price unless where item 10.2(b) indicates the particulars of sale specify that the purchase price is inclusive des of is 'plus GST'.

Where item 10.2(b) indicates the purchase price is inclusive of GST, and the sale of the property is a Taxable Supply (as indicated in item 10.1 of the particulars of sale), the purchaser does not have to pay any GST to the Vendor in addition to the purchase price.

15.2

The purchaser must pay to the vendor any GST payable by the vendor in respect of a taxable supply made under this contract in addition to the purchase price if the particulars of sale specify that the price is ‘plus GST’.:

 

(a)

item 10.2(b) of the particulars of sale specifies that the purchase price is not inclusive of GST; or

 

(b)

solely as a result of any action taken or intended to be taken by the purchaser after the day of sale, including a change of property use, GST becomes payable; or

 

(c)

item 10.3(a) of if the particulars of sale specifies that the supply made under this contract is of land on which a farming business is carried on and the supply (or a part of it) does not satisfy the requirements of section 38-480 of the GST Act; or

 

(d)

item 10.3(b) of if the particulars of sale specifies that the supply made under this contract is of a going concern and the supply (or part of it) does not satisfy the requirements of section 38-325 of the GST Act.

15.3

If the purchaser is liable to pay GST, the purchaser is not required to make payment until provided with a tax, unless the margin scheme applies.

15.3

Where General Condition 15.2 applies, any GST incurred by the vendor in respect of a taxable supply under this Contract must be paid or reimbursed by the purchaser on provision of a tax invoice.

15.4

Subject to general condition 15.2(c), Iif item 10.3(a) of the particulars of sale specifiesy that the supply made under this contract is of land on which a ‘farming business’ is carried on:

 

(a)

the vendor warrants that the property is land on which a farming business has been carried on for the period of 5 years preceding the date of supply; and

 

(b)

the purchaser warrants that the purchaser intends that a farming business will be carried on after settlement on the property.

15.5

Subject to general condition 15.2(d), Iif item 10.3(b) of the particulars of sale specifiesy that the supply made under this contract is a 'going concern':

 

(a)

the parties agree that this contract is for the supply of a going concern; and

 

(b)

the purchaser warrants that the purchaser is, or prior to settlement will be, registered for GST; and

 

(c)

the vendor warrants that the vendor will carry on the going concern until the date of supply.

15.6

If item 10.2(a) of the particulars of sale specifiesy that the supply made under this contract is a 'margin scheme' supply, the parties agree that the margin scheme applies to this contract.

15.7

This general condition will not merge on either settlement or registration.

15.7

In this general condition and related items the following definitions apply:

 

(a)

'GST Act' means A New Tax System (Goods and Services Tax) Act 1999 (Cth); and

 

(b)

'GST': (i) has the meaning used in the GST  Act, and

        (ii) includes penalties and interest.;

 

(c)

'Taxable Supply': has the meaning used in the GST Act


General Condition 16

Loan

16.1

This general condition shall not apply unless ‘yes’ is ticked and all details in  Item 14 are completed.

16.2

Where this General Condition 16 applies, If the particulars of sale specify that this contract is subject to a loan being approved, this contract is subject to and the lender approving the loan on the security of the property by the approval date or any later date allowed by the vendor.

16.4

The purchaser will, if required by the vendor, provide details of compliance with general conditions 16.3(a) and (b) or written proof of rejection of the purchaser’s application for finance.


General Condition 17

Property Inspections (Building/Pest)

17.1

Where Item 15 of the particulars of sale is completed, this Contract is subject to and conditional upon the Purchaser obtaining, at the Purchaser’s expense, by the Inspection Completion Date (or such extended date as may be agreed) the relevant inspection report/s as specified in Item 15, (excluding Acknowledged Defects/Excluded Improvements noted in Item 15(3)).

17.2

In compliance with this General Condition the Purchaser will promptly, after the signing of this Contract by the Vendor, take all reasonable steps to obtain the relevant inspection reports, and the Vendor will, upon the giving of notice, allow the Purchaser and/or it’s designated representative, access to inspect the property, at reasonable times, for the purposes of this General Condition 17.

17.3

(a)

In respect of any inspection report nominated in Item 15, if the report identifies a Major Defect the Purchaser may, but no later than 05:00pm on the Inspection Completion Date (or such extended date as may be agreed);

 

 

(i)

give notice (which notice must include as an attachment a copy of the relevant inspection report) to the Vendor identifying the Major Defect/s specified in the report; and

 

 

(ii)

request the Vendor to, at its own cost remedy such Major Defect/s prior to Settlement.

 

(b)

If such notice is not given in accordance with General Condition 17.3(1) the Purchaser agrees and acknowledges, for the relevant inspection:

 

 

(i)

the Purchaser’s rights under this General Condition 17 will expire; and

 

 

(ii)

the conditions in General Condition 17.1 will no longer apply.

17.4

Where notice is given in accordance with General Condition 17.3 the Vendor must within 3 Business Days (or such extended date as may be agreed) of receipt of such notice give notice to the Purchaser specifying the actions (including the payment of compensation in lieu of rectification) the Vendor is prepared to undertake in respect of the Major Defect/s.

17.5

Where the Vendor:

 

(a)

fails to give notice under General Condition 17.4; or

 

(b)

gives notice under General Condition 17.4 proposing actions which are not sufficient to remedy the Major Defect/s; or

 

(c)

gives notice under General Condition 17.4 advising the Purchaser that the Vendor will take no action in respect of the Major Defect/s,

 

the Buyer may terminate.

17.6

The Purchaser and Vendor must at all times act reasonably.

17.7

The Purchaser may at any time waive the benefit of the provisions of General Condition 17.1 for a particular report.

17.8

A notice given by the Purchaser in accordance with General Condition 17.3 can only be in respect of Major Defect/s excluding:

 

(a)

matters disclosed in Item 15(3);

 

(b)

retaining walls and fences,

17.9

The Inspections must:

 

(a)

be carried out by a suitably qualified registered building services practitioner or licenced pest control operator; and

 

(b)

comply with the relevant Australian Standard.

17.10

Should this Contract be terminated in accordance with the provisions of General Condition 17.5, all monies paid (including deposit) must be refunded to the purchaser forthwith.

17.11

Major Defects: means:

a live pest infestation in or defect to a building on the property, of such nature as to require substantial rectification work


General Condition 18.3

Where the parties do not agree regarding the calculation of adjustments under this general condition 18, each party will, upon request, provide evidence to support their calculation.


General Condition 19

Withholding – Capital Gains

19.1

The parties acknowledge (subject to general condition 19.2), where the purchase price of the property is seven hundred and fifty thousand dollars ($750,000) or more, the purchaser will on or before settlement, in compliance with the foreign resident capital gains withholding payments provisions of Schedule 1 of the Taxation Administration Act 1953 (Cth) (Schedule 1) be required to:

 

(a)

withhold from the purchase monies a sum equal to 12.5% of the purchase price or such lesser sum as determined in a notice of variation provided in accordance with section 14-235 of Schedule 1;

 

(b)

pay the withheld monies to the Australian Taxation Office (ATO) in accordance with Schedule 1 and, in addition;

 

(c)

promptly provide evidence of payment made in accordance with general condition 19.1(b) to the vendor.

19.2

(a)

The purchaser’s obligation under general condition 19.1 will not apply where:

 

 

(i)

the vendor provides to the purchaser, a clearance certificate from the ATO in accordance with Schedule 1, valid at the time of Settlement; or

 

 

(ii)

the vendor is a mortgagee exercising a power of sale; and

 

 

 

(1)

the residue payable to the mortgagee after payment of sale costs and mortgage debt is zero or less than zero; and

 

 

 

(2)

the mortgagee provides a written declaration to the purchaser, in accordance with Schedule 1, that the amount to withhold is varied to nil.

 

(b)

Where the vendor provides a certificate under general condition 19.2(a)(i) or a declaration under general condition 19.2(a)(ii), such notice must be provided not less than 3 business days (or such shorter time as the parties may agree) prior to Settlement.

19.3

Should a penalty be imposed or interest levied due to the failure by a party to comply with this general condition 19, the party who’s failure gives rise to the penalty or interest shall be responsible for the payment thereof.


General Condition 20

Withholding – GST

20.1

Where the property the subject of this contract is, within the meaning of the GST Act a ‘new residential premises’ or ‘potential residential land’ the vendor must give to the purchaser a GST Withholding Notice (Item 17) in accordance with section 14-255 of the Taxation Administration Act 1953 (Cth).

20.2

(a)

Where, in the Financial Settlement Schedule, a specified amount is required to be paid in accordance with the GST Withholding Notice (Item 17) to the Australian Taxation Office (ATO), the purchaser is authorised and directed to make such payment electronically.

 

(b)

Notwithstanding the provisions of general condition 20.2(a), the purchaser will if requested by the vendor provide to the vendor at settlement a bank cheque for the GST Withholding amount payable to the Commissioner of Taxation.

 

(c)

Where the purchaser has provided a bank cheque to the vendor in accordance with general condition 20.2(b) the vendor must forthwith forward such bank cheque to the ATO.

20.3

Where the GST Withholding Notice (Item 17) is not completed by the vendor, the purchaser is authorised to withhold from the balance purchase monies and remit to the ATO, in compliance with the GST Act, an amount calculated in accordance with section 14-250(6) of the Taxation Administration Act 1953 (Cth).

20.4

Where the purchaser is required to make a payment in accordance with section 14-250 (Taxation Administration Act 1953 (Cth)) the purchaser must lodge with the ATO the following forms:

 

(a)

not less than 14 days prior to settlement, a GST Property Settlement Withholding Notification (Form 1); and

 

(b)

at or before settlement, a GST Property Settlement Date Confirmation (Form 2).

20.5

On or before settlement the purchaser must provide to the vendor a copy of:

 

(a)

the confirmation email received from the ATO following lodgement of the Form 1 showing the lodgement and payment reference numbers;

 

(b)

the Form 2 lodged with the ATO; and

 

(c)

a competed ATO payment slip.

20.6

Each party warrants that the information provided   by that party in item 17 (GST Withholding) is true and correct.

20.7

Should a penalty be imposed or interest levied due to the failure by a party to comply with this general condition 20, the party who’s failure gives rise to the penalty or interest shall be responsible for the payment thereof.


General Condition 21

Foreign Investment Approval

The purchaser warrants either:

21.1

the purchase is not a notifiable action with respect to the Foreign Acquisitions and Takeovers Act 1975 (CTH) (FATA); or

21.2

where the purchase is a notifiable action under the FATA the purchaser has obtained any and all approvals.


General Condition 22

Time

22.2

Time is extended until the next business day if the time for performing any action falls on a Saturday, Sunday or public holiday.

22.3

Settlement must take place:

 

(a)

in the case of e-conveyance, at any time on the Settlement Date in accordance with general condition 14.9; or

 

(b)

otherwise at any time between the hours specified in general condition 13.3 of this Contract.

22.4

Where a day upon which an event is to occur is to be calculated as a period of days from, after or before a specific date, the specific date is not to be included in the period.


General Condition 23

Service/Related Documents

23.1

Any document sent by-

 

(a)

post is taken to have been served on the next business day after posting, unless proved otherwise;

 

(b)

email is taken to have been served at the time of receipt within the meaning of section 13A of the Electronic Transactions (Victoria) Act 2000.

23.1

Any demand, notice, or document required to be served by or on any party may be served by or on the legal practitioner or conveyancer for that party. It is sufficiently served if served on the party or on the legal practitioner or conveyancer-

23.2

A document is sufficiently served if served-

23.3

A document posted shall be deemed to have been served, unless the contrary is shown, at the time when, by the ordinary course of post, the document would be delivered.

23.4

A document sent by electronic communication will be deemed to have been received in accordance with Section 13A of the Electronic Transactions (Victoria) Act 2000.

23.5

Documents must be served before 05:00pm on a Business Day, failing which, such document will be deemed to have been served at 09:00am on the next Business Day. Where more than one document has been sent, documents will be deemed to be received in the order in which they were sent.

23.6

The parties acknowledge and agree an Electronic Document readily accessible via a link within a Related Document is received when the Related Document is served and will be opened when the Related Document is opened.

23.8

In this contract:

 

(a)

Electronic Document: means any electronic communication (including Notices) as defined in the Electronic Transactions (Victoria) Act 2000 including any electronically generated document situated on an external server readily accessible via a link within an electronic communication or another electronically generated document.

 

(b)

Related Document: means for the purposes of this contract any written communication (including Notices) with regard to this matter between the parties, including any Electronic Documents.


General Condition 25

Liability of signatory

Any signatory for a proprietary limited company purchaser, who is a director of the proprietary limited company, is personally liable for the due performance of the purchaser's obligations as if the signatory were the purchaser in the case of a default by a proprietary limited company purchaser.


General Condition 27

Notices

27.1

The vendor is responsible for and must by settlement comply with any notice, order, demand or levy imposing liability on the property that is issued or made before the day of sale that does not relate to periodic outgoings.

27.2

The purchaser is responsible for any notice, order, demand or levy imposing liability on the property that is issued or made on or after the day of sale that does not relate to periodic outgoings; and. The purchaser may enter the property to comply with that responsibility where action is required before settlement.

27.3

The purchaser may enter the property to comply with that responsibility where action is required before settlement.


General Condition 29

Property Information

29.1

If requested by the Purchaser the Vendor must, at a reasonable time prior to Settlement, provide to the Purchaser, current copies of all relevant documents in the Vendor’s possession reasonably required by the Purchaser relating to the Property.

29.2

The Vendor by this Contract consents to and authorises the Purchaser to inspect the records of relevant authorities relating to the Land, Improvements and chattels if any included in this sale.


General Condition 33

Contract Compliance

33.1

Each party will promptly do all such things as are reasonably necessary to enable compliance with the provisions of this contract.

33.2

Any unfulfilled obligation under this contract will not merge on settlement.


General Condition 36

Default not remedied

36.4

(a)

the deposit up to 10% of the purchase price is forfeited to the vendor as the vendor's absolute property, whether the deposit has been paid or not; and

 

(c)

(ii)

resell the property in any manner and recover any deficiency in the purchase price on the resale and any resulting expenses by way of liquidated damages; and

 

(d)

the vendor may retain any part of the purchase price paid until the vendor's damages have been determined and may apply that money towards those damages; and

 

22 Apr 2021 v2.3

Additions / Changes:


Item 16

SPECIAL CONDITIONS (if insufficient space attach schedule)

Note: Each special condition should be numbered and each page initialled.

This contract does not include any special conditions unless the words

‘special conditions’ appear in this box:

special conditions

If the contract is subject to ‘special conditions’ then particulars of the special conditions are:

1.

Withholding – Capital Gains


1.

The parties acknowledge (subject to Sub-Clause 2 of this Special Condition), where the purchase price of the Property is seven hundred and fifty thousand dollars ($750,000) or more, the Purchaser will on or before Settlement, in compliance with the foreign resident capital gains withholding payments provisions of Schedule 1 of the Taxation Administration Act 1953 (Cth) (Schedule 1) be required to:



(a)

withhold from the purchase monies a sum equal to 12.5% of the purchase price or such lesser sum as determined in a notice of variation provided in accordance with section 14-235 of Schedule 1; and



(b)

pay the withheld monies to the Australian Taxation Office (ATO) in accordance with Schedule 1 and, in addition;,



(c)

promptly provide evidence of payment made in accordance with Sub-Clause 1(b) of this Special Condition to the Vendor.


2.

Where the Vendor has, not less than 3 Business Days (or such shorter time as the parties may agree) prior to Settlement, provided a clearance certificate from the ATO in accordance with Schedule 1, valid at the time of Settlement, the Purchaser’s obligation under Sub-Clause 1 of this Special Condition will not apply.


2.

(a)

The Purchaser’s obligation under Sub-Clause 1 of this Special Condition will not apply where:



 

(i)

the Vendor provides to the Purchaser, a clearance certificate from the ATO in accordance with Schedule 1, valid at the time of Settlement; or



 

(ii)

the Vendor is a mortgagee exercising a power of sale; and



 

 

(1)

the residue payable to the mortgagee after payment of sale costs and mortgage debt is zero or less than zero; and



 

 

(2)

the mortgagee provides a written declaration to the Purchaser, in accordance with Schedule 1, that the amount to withhold is varied to nil.



(b)

Where the Vendor provides a certificate under Sub-Clause 2(a)(i) of this Special Condition or a declaration under Sub-Clause 2(a)(ii) of this Special Condition, such notice must be provided not less than 3 business days (or such shorter time as the parties may agree) prior to Settlement.


Clause 2.3(c)

is in possession of the land, either personally or through a renter tenant; and

 

04 Aug 2020 v2.2

Additions / Changes:

 

Item 15

Swimming Pool or Spa: __ Yes  __ No If 'Yes' > Council Swimming Pool or Spa Registered:  __ Yes  __ No

                                                                      Current Certificate of Swimming Pool

                                                                      and Spa Barrier Compliance:                      __ Yes  __ No

Spa: __ Yes  __ No                           If 'Yes' >   Council Registered:                                   __ Yes  __ No

                                                                      Current Certificate of Swimming Pool                                                                                                        Barrier Compliance:                                   __ Yes  __ No

 

Item 16(5)

Swimming Pool or Spa Warranty

The Seller warrants, unless otherwise disclosed in this Contract, that at the time of Settlement where there is a current Certificate of Swimming Pool and Spa Barrier Compliance, no alterations or additions have been made to the Swimming Pool or Spa or surrounds prior to Settlement which would affect the Certificate of Swimming Pool and Spa Barrier Compliance.

 

03 Dec 2019 v2.1

Additions / Changes:

 

Item 15

SWIMMING POOL OR SPA

Swimming Pool or Spa: __ Yes __ No If ‘Yes’   Swimming Pool or Spa Registered:       __ Yes __ No

                                                                          Current Certificate of Pool and Spa

                                                                          Barrier Compliance:                             __ Yes __ No

 

Item 16(5)

Swimming Pool or Spa Warranty

The Seller warrants, unless otherwise disclosed in this Contract, that at the time of Settlement where there is a current Certificate of Pool and Spa Barrier Compliance, no alterations or additions have been made to the Swimming Pool or Spa or surrounds prior to Settlement which would affect the Certificate of Pool and Spa Barrier Compliance.

 

15 Oct 2019 v2.0

Additions / Changes:


Item 15

SPECIAL CONDITIONS (if insufficient space attach schedule)

Note: Each special condition should be numbered and each page initialled.

This contract does not include any special conditions unless the words

‘special conditions’ appear in this box:

 

If the contract is subject to ‘special conditions’ then particulars of the special conditions are:

1.

Withholding – Capital Gains


1.

The parties acknowledge (subject to Sub-Clause 2 of this Special Condition) where the pPurchase pPrice of the Property is seven hundred and fifty thousand dollars ($750,000) or more, the Purchaser will on or before Settlement, in compliance with the foreign resident capital gains withholding payments provisions of Schedule 1 of the Taxation Administration Act 1953 (Cth) (Schedule 1) be required to:



(a)

withhold from the purchase monies a sum equal to 12.5% of the pPurchase pPrice or such lesser sum as determined in a notice of variation provided in accordance with section 14-235 of Schedule 1; and



(b)

pay the withheld monies to the Australian Taxation Office (ATO) in accordance with Schedule 1 and, in addition,



(c)

promptly provide evidence of payment made in accordance with Sub-Clause 1(b) of this Special Condition to the Vendor


2.

Where the Vendor has, not less than 3 Business Days (or such shorter time as the parties may agree) prior to Settlement, provided a clearance certificate from the ATO in accordance with Schedule 1, valid at the time of Settlement, the Purchaser’s obligation under Sub-Clause 1 of this Special Condition will not apply.

2.

Withholding – GST


1.

Where the Property the subject of this Contract is, within the meaning of the GST Act a ‘new residential premises’ or ‘potential residential land’ the Vendor must give to the Purchaser a GST Withholding Notice (Sub-Clause 8 of this Special Condition) in accordance with section 14-255 of the Taxation Administration Act 1953 (Cth).


2.

(a)

Where an amount is required to be paid to the Australian Taxation Office (ATO) in accordance with the GST Withholding Notice (Sub-Clause 8 of this Special Condition) the Purchaser is authorised to withhold from the bBalance pPurchase pPrice and remit to the ATO the amount as required in Sub-Clause 8(b) of this Special Condition in accordance with section 14-250 of the Taxation Administration Act 1953 (Cth).



(b)

Notwithstanding the provisions of Sub-Clause 2(a) of this Special Condition the Purchaser will if requested by the Vendor provide to the Vendor at settlement a bank cheque for the GST Withholding amount payable to the Commissioner of Taxation.



(c)

Where the Purchaser has provided a bank cheque to the Vendor in accordance with Sub-Clause 2(b) of this Special Condition the Vendor must forthwith forward such bank cheque to the ATO.


3.

Where the GST Withholding Notice (Sub-Clause 8 of this Special Condition) is not completed by the Vendor, the Purchaser is authorised to withhold from the bBalance pPurchase pPrice and remit to the ATO, in compliance with the GST Act, an amount calculated in accordance with section 14-250(6) of the Taxation Administration Act 1953 (Cth).


4.

Where the Purchaser is required to make a payment in accordance with section 14-250 (Taxation Administration Act 1953 (Cth)) the Purchaser must lodge with the ATO the following forms:



(a)

not less than 14 days prior to Settlement, a GST Property Settlement Withholding Notification (Form 1); and



(b)

at or before Settlement, a GST Property Settlement Date Confirmation (Form 2).


5.

On or before Prior to Settlement the Purchaser must provide to the Vendor a copy of:



(a)

the confirmation email response received from the ATO following lodgement of the Form 1 GST Property Settlement Withholding Notification showing the lodgement and payment reference numbers; and



(b)

the Form 2 GST Property Settlement Date Confirmation form lodged with the ATO; and



(c)

a competed ATO payment slip.


6.

The Property is: (tick one of the following)

__ Existing Residential Premises  __ New Residential Premises   __ Potential Residential Land


7.

(The Purchaser is to complete this Sub-Clause 7 where the purchase is of Potential Residential Land.)

The Purchaser is registered for GST and acquiring the Property for a ‘creditable purpose’ (as defined in the GST Act):                                                                  __ Yes __ No

Note: where the answer is ‘yes’ and the acquisition is for Potential Residential Land Sub-Clause 8(b) is not required to be completed.


8.

GST Withholding Notice (to be completed by Vendor - section 14-255 Taxation Administration Act 1953 (Cth))



(a)

The Purchaser <is/is not> required to make a payment to the ATO in compliance with section 14-250 of the Taxation Administration Act 1953 (Cth) in relation to the Property.



(b)

Only complete the following details where payment is required:



 

(i)

Vendor’s Name: ……………………….………… ABN: …………………………..



 

(ii)

Payment amount: $ ………………………………….



 

(iii)

When payable: …… / …… / ……

Note: Where no date is inserted payment will be on the Settlement Date.



 

(iv)

Where the pPurchase pPrice is not expressed as an amount of money insert the GST inclusive market value of the Property: $ ………………………………….

3.

Settlement – the parties agree Settlement will be by way of Electronic Conveyancing in accordance with the following Special Condition:  E-Conveyance (Electronic Conveyancing).     __ Yes __ No


E-Conveyance (Electronic Conveyancing)


1.

Settlement including lodgment of transfer documents and payment of balance purchase price monies, adjusted as provided in this Contract, will proceed electronically in accordance with the Electronic Conveyancing National Law (“ECNL National Law”).


2.

Where an inconsistency exists between this and other general conditions in this the contract this special condition will apply.


3.

Where a party, acting reasonably, is not able to proceed with e-conveyance written notice, including advice regarding the reason for such inability must be given as soon as possible prior to due date for settlement and the provisions of special condition 3(10)(b)(ii) will apply with regards to settlement.


4.

Each party must:



(a)

be, or engage a representative who is a Ssubscriber (as defined in the ECNL) for the purposes of the ECNL National Law; and



(b)

conduct this transaction in accordance with the ECNL National Law and Participation Rules.


5.

Once this the contract has become unconditional the vendor must promptly cause an Electronic Workspace (“Workspace”) to be opened and populated with all necessary information and documents to facilitate settlement and advise all relevant parties, including relevant financial institutions, and invite them to join the Workspace.


6.

Upon being invited to join the Workspace the remaining parties together with relevant financial institutions must promptly join the Workspace and cause the Workspace to be populated with all necessary information and documents, to facilitate settlement.


7.

A party will not be in default where it is prevented from complying with an obligation under this special condition due to failure by the other party or a financial institution to comply with an obligation under this special condition.


8.

The parties will confirm through the Workspace a settlement time. Neither party may terminate this contract while the Workspace is locked for Ssettlement.


9.

Settlement occurs when the Workspace for the e-conveyance records that:



(a)

there has been an exchange of value within an Electronic Lodgement Network between financial institutions in accordance with the parties instructions; or



(b)

if there is no exchange of value, the documents necessary to transfer title have been accepted for electronic lodgment by the Land Use Victoria registrar.


10.

Each party must do everything reasonably necessary and in a reasonable timeframe to ensure:



(a)

Ssettlement (including Financial Settlement) occurs electronically on the due date for Ssettlement Date; or



(b)

where the parties have complied with general conditions in this the contract in respect of Ssettlement and the provisions of this special condition and Ssettlement cannot occur by e-conveyance and on the due date neither party is in default, Ssettlement will be completed:



 

(i)

by e-conveyance on the next business day after the due date for settlement; or



 

(ii)

if the parties agree, using a method other than e-conveyance, in which case Ssettlement must be within 3 business days of the due date for settlement,



 

and in either case, time remains of the essence.


11.

The parties agree payments of the GST Withholding amount as provided by Special Condition 2 will be complied with where on the due date for settlement payment of the required amount is provided for and required in the Financial Settlement Schedule.

In this clause Financial Settlement Schedule means a schedule within the electronic workspace listing financial settlement details for source and destination accounts necessary to complete Financial Settlement


12.

All monies required for e-conveyance Ssettlement must be cleared funds prior to settlement time.


13.

Where monies have been paid to an incorrect account the parties must take all reasonable steps to recover such monies for payment to the intended recipient.


14.

Each party will be responsible for their own costs in respect to e-conveyance.


15.

On settlement in accordance with the general conditions of the contract the vendor must deliver (or cause to be delivered) to the purchaser (or as directed by the purchaser):



(a)

the instrument of title (if any) and any other documents in the vendor’s possession reasonably required by the purchaser relating to the property.



(b)

all keys and other devices and codes for entry, exit and security.

4.

Foreign Investment Approval


The Purchaser warrants either:


1.

the purchase is not a notifiable action with respect to the Foreign Acquisitions and Takeovers Act 1975 (CTH) (FATA); or


2.

where the purchase is a notifiable action under the FATA the Purchaser has obtained any and all approvals.

 

21 Jan 2019 v1.9

Additions / Changes:


Item 15

3.

Settlement – the parties agree Settlement will be by way of Electronic Conveyancing in accordance with the following Special Condition:  E-Conveyance (Electronic Conveyancing).       __ Yes  __No


E-Conveyance (Electronic Conveyancing)


1.

Settlement including lodgment of transfer documents and payment of balance purchase monies will proceed electronically in accordance with the Electronic Conveyancing National Law (“National Law”).


2.

Where an inconsistency exists between this and other general conditions in the contract this special condition will apply.


3.

Where a party, acting reasonably, is not able to proceed with e-conveyance written notice, including advice regarding the reason for such inability must be given as soon as possible prior to due date for settlement and the provisions of special condition 3(10)(b)(ii) will apply with regards to settlement.


4.

Each party must be or engage a representative who is a subscriber for the purposes of the National Law and conduct this transaction in accordance with the National Law.


5.

Once the contract has become unconditional the vendor must promptly cause an Electronic Workspace (“Workspace”) to be opened and populated with all necessary information and documents to facilitate settlement and advise all relevant parties, including relevant financial institutions, and invite them to join the Workspace.


6.

Upon being invited to join the Workspace the remaining parties together with relevant financial institutions must promptly join the Workspace and cause the Workspace to be populated with all necessary information and documents, to facilitate settlement.


7.

A party will not be in default where it is prevented from complying with an obligation under this special condition due to failure by the other party or a financial institution to comply with an obligation under this special condition.


8.

The parties will confirm through the Workspace a settlement time. Neither party may terminate this contract while the Workspace is locked for settlement.


9.

Settlement occurs when the Workspace for the e-conveyance records that:



(a)

there has been an exchange of value within an Electronic Lodgement Network between financial institutions in accordance with the parties instructions; or



(b)

if there is no exchange of value, the documents necessary to transfer title have been accepted for electronic lodgment by the registrar.


10.

Each party must do everything reasonably necessary and in a reasonable timeframe to ensure:



(a)

settlement occurs electronically on the due date for settlement; or



(b)

where the parties have complied with general conditions in the contract in respect of settlement and the provisions of this special condition and settlement cannot occur by e-conveyance and on the due date neither party is in default, settlement will be completed:



 

(i)

by e-conveyance on the next business day after the due date for settlement; or



 

(ii)

if the parties agree, using a method other than e-conveyance, in which case settlement must be within 3 business days of the due date for settlement,



 

and in either case, time remains of the essence.


11.

All monies required for e-conveyance settlement must be cleared funds prior to settlement time.


12.

Where monies have been paid to an incorrect account the parties must take all reasonable steps to recover such monies for payment to the intended recipient.


13.

Each party will be responsible for their own costs in respect to e-conveyance.


14.

On settlement in accordance with the general conditions of the contract the vendor must deliver (or cause to be delivered) to the purchaser (or as directed by the purchaser):



(a)

the instrument of title (if any) and any other documents in the vendor’s possession reasonably required by the purchaser relating to the property.



(b)

all keys and other devices and codes for entry, exit and security.

 

20 Sep 2018 v1.8

Additions / Changes:


Fax and DX fields removed.


Title

CONTRACT OF SALE OF REAL ESTATE

PARTICULARS OF SALE

Form 1

Estate Agents Act 1980 (Regulation 5(a))

Part 1 of the standard form of contract prescribed by the Estate Agents (Contracts) Regulation 2008

This Contract is prepared by an Australian Legal Practitioner in accordance with section 53A(1)(b)(i) of the Estate Agents Act.

(Note: Where there is insufficient space in any Item place details in an Annexure and refer to the Annexure in the Item - e.g. ‘Refer Additional Expenses Annexure’)


Item 15 Warning

WARNING: THIS IS A LEGALLY BINDING AGREEMENT.  YOU SHOULD READ THIS CONTRACT BEFORE SIGNING IT.

 

Purchasers should ensure that prior to signing this contract, they have received-

A copy of the section 32 statement required to be given by a vendor under section 32 of the Sale of Land Act 1962 in accordance with Division 2 of Part II of that Act; and

A copy of the full terms of this contract.

 

The authority of a person signing-

under power of attorney; or

as director of a corporation; or

as an agent authorised in writing by one of the parties

must be noted beneath the signature.

 

Any person whose signature is secured by an estate agent acknowledges being given by the agent at the time of signing a copy of the terms of this contract.

WARNING: By signing this Contract the parties confirm that no legal advice as to the conditions contained herein was provided by the Agent. The parties have been advised to seek legal advice with respect to this Contract.


Terms and Conditions Title

Form 2

 

Estate Agents Act 1980 (Regulation 5(a))

Part 2 of the standard form of contract prescribed by the former Estate Agents (Contracts) Regulations 2008


Terms and Conditions Heading

Contract of Sale of Real Estate - General Conditions (GC) being Form 2 of the former Estate Agents (Contracts) Regulations 2008


Clause 2.1

The vendor warrants that these general conditions 1 to 28 are identical to the general conditions 1 to 28 in the standard form of contract of sale of real estate prescribed by the former Estate Agents (Contracts) Regulations 2008 for the purposes of section 53A of the Estate Agents Act 1980.

 

01 Jul 2018 v1.7

Additions / Changes:


Item 15

2.

Withholding – GST


1.

Where the Property the subject of this Contract is, within the meaning of the GST Act a ‘new residential premises’ or ‘potential residential land’ the Vendor must give to the Purchaser a GST Withholding Notice (Sub-Clause 8 of this Special Condition) in accordance with section 14-255 of the Taxation Administration Act 1953 (Cth).


2.

Where an amount is required to be paid to the Australian Taxation Office (ATO) in accordance with the GST Withholding Notice (Sub-Clause 8 of this Special Condition) the Purchaser is authorised to withhold from the Balance Purchase Price and remit to the ATO the amount as required in Sub-Clause 8(b) of this Special Condition in accordance with section 14-250 of the Taxation Administration Act 1953 (Cth).


3.

Where the GST Withholding Notice (Sub-Clause 8 of this Special Condition) is not completed by the Vendor, the Purchaser is authorised to withhold from the Balance Purchase Price and remit to the ATO, in compliance with the GST Act, an amount calculated in accordance with section 14-250(6) of the Taxation Administration Act 1953 (Cth).


4.

Where the Purchaser is required to make a payment in accordance with section 14-250 (Taxation Administration Act 1953 (Cth)) the Purchaser must lodge with the ATO the following forms:



(a)

not less than 14 days prior to Settlement, a GST Property Settlement Withholding Notification; and



(b)

at or before Settlement, a GST Property Settlement Date Confirmation.



(c)

promptly provide evidence of payment made in accordance with Sub-Clause 1(b) of this Special Condition to the Vendor


5.

Prior to Settlement the Purchaser must provide to the Vendor a copy of:



(a)

the response received from the ATO following lodgement of the GST Property Settlement Withholding Notification showing the lodgement and payment reference numbers; and



(b)

the GST Property Settlement Date Confirmation form lodged with the ATO.


6.

The Property is: (tick one of the following)

__ Existing Residential Premises  __ New Residential Premises  __ Potential Residential Land


7.

(The Purchaser is to complete this Sub-Clause 7 where the purchase is of Potential Residential Land.)

The Purchaser is registered for GST and acquiring the Property for a ‘creditable purpose’ (as defined in the GST Act):  __ Yes __ No

Note: where the answer is ‘yes’ and the acquisition is for Potential Residential Land Sub-Clause 8(b) is not required to be completed.


8.

GST Withholding Notice (to be completed by Vendor - section 14-255 Taxation Administration Act 1953 (Cth))



(a)

The Purchaser <is/is not> required to make a payment to the ATO in compliance with section 14-250 of the Taxation Administration Act 1953 (Cth) in relation to the Property.



(b)

Only complete the following details where payment is required:



 

(i)

Vendor’s Name: ……………………….…………… ABN: …………………………..



 

(ii)

Payment amount: $………………………………….



 

(iii)

When payable: …… / …… / ……

Note: Where no date is inserted payment will be on the Settlement Date.



 

(iv)

Where the Purchase Price is not expressed as an amount of money insert the GST inclusive market value of the Property: $……………..

 

07 May 2018 v1.6

Additions / Changes:


Title

CONTRACT OF SALE OF REAL ESTATE

PARTICULARS OF SALE

Form 1

Estate Agents Act 1980 (Regulation 5(a))

Part 1 of the standard form of contract prescribed by the Estate Agents (Contracts) Regulation 2008

(Note: Where there is insufficient space in any Item place details in an Annexure and refer to the Annexure in the Item - e.g. ‘Refer Additional Expenses Annexure’)


Item 15

SPECIAL CONDITIONS (if insufficient space attach schedule)

Note: Each special condition should be numbered and each page initialled.

This contract does not include any special conditions unless the words

‘special conditions’ appear in this box:

 

If the contract is subject to ‘special conditions’ then particulars of the special conditions are:

1.

Withholding – Capital Gains


1.

The parties acknowledge (subject to Sub-Clause 2 of this Special Condition) where the Purchase Price of the Property is seven hundred and fifty thousand dollars ($750,000) or more, the Purchaser will on or before Settlement, in compliance with the foreign resident capital gains withholding payments provisions of Schedule 1 of the Taxation Administration Act 1953 (Cth) (Schedule 1) be required to:



(a)

withhold from the purchase monies a sum equal to 12.5% of the Purchase Price or such lesser sum as determined in a notice of variation provided in accordance with section 14-235 of Schedule 1; and



(b)

pay the withheld monies to the Australian Taxation Office (ATO) in accordance with Schedule 1 and, in addition,



(c)

promptly provide evidence of payment made in accordance with Sub-Clause 1(b) of this Special Condition to the Vendor


2.

Where the Vendor has, not less than 3 Business Days (or such shorter time as the parties may agree) prior to Settlement, provided a clearance certificate from the ATO in accordance with Schedule 1, valid at the time of Settlement, the Purchaser’s obligation under Sub-Clause 1 of this Special Condition will not apply.

 

11 Jun 2015 v1.5

Copyright statement updated.

 

01 Oct 2014 v1.4

Additions / Changes:


Changes made as a result of Estate Agents (Contracts) Amendment Regulations 2014

 

11 Nov 2013 v1.3

Additions / Changes:


Optional Initialling Feature Added

 

01 Mar 2012 v1.2

Additions / Changes:


Warning Page

Property Address: ……………………………………………………………………………………................

                            .……………………………………………………………………………………...............

 

The Vendor agrees to sells and the purchaser agrees to buys the property, being the land and the goods, for the price and on the terms conditions set out in this contract.

The terms of this contract are contained in the:

 

Particulars of Sale; and

Special Conditions, if any; and

General Conditions; and

Vendor’s Statement

and in that order of priority.

 

The Vendor’s Statement required by Section 32(1) of the Sale of Land Act 1962 is attached to and forms part of this Contract. The parties should ensure that when they sign the Contract they receive a copy of the Vendor’s Statement, the General Conditions and any Special Conditions.

 

WARNING

 

IMPORTANT NOTICE TO PURCHASERS

 

Cooling-off period                                                                          Section 31 Sale of Land Act 1962

 

You may end this Contract within 3 clear Business Days of the day that you sign the Contract if none of the exceptions listed below applies to you.

 

You must either give the Vendor or the Vendor’s agent written notice that you are ending the contract or leave the notice at the address of the Vendor or the Vendor’s agent to end this Contract within this time in accordance with this cooling-off provision.

 

You are entitled to a refund of all the money you paid EXCEPT for $100 or 0.2% of the purchase price (whichever is more) if you end the Contract this way.

 

EXCEPTIONS

 

The 3-day cooling-off period does not apply if –

You bought the property at or within 3 clear business days before or after a publicly advertised auction; or

You received independent advice from a legal practitioner before signing the contract;

The property is used primarily mainly for industrial or commercial purposes; or

The property is more than 20 hectares in size and is used primarily mainly  for farming; or

You and the Vendor have previously signed a contract for the sale of the same land in substantially the same terms property; or

You are an estate agent or a corporate body


Item 6

PROPERTY ADDRESS

…………………….…………………………………………………………………………………………………

…………………….…………………………………………………………………………………………………


Item 6

The Land is described in the table below: (tick where applicable)

Certificate of Title Reference

Being Lot

On Plan

Volume ………........………….   Folio: …………........………….



Volume …………........……….   Folio: …………........………….



OR

__ Described in the copy title(s) and plan(s) as attached to the Vendor’s Statement if no title or plan references are recorded in the table above or if the Land is general law land.

__ in the attached copy title(s): ………………__________………………………………____………………

__ and Plan(s): …………………………………………………………………………….__…………………….

__ as: …….…[insert title particulars]………………………………………………….………………………….

The Land and includes all improvements and fixtures.


Item 7

PROPERTY ADDRESS

The address of the Land is:

…………………….………………………………………………………………………………………………….

…………………….………………………………………………………………………………………………….


Item 8

GOODS SOLD WITH THE LAND (list or attached schedule)


Item 11

Settlement is due on: ……./……./…….

 

unless the land is a lot on an unregistered plan of subdivision, in which case Settlement is due on the later of: above date or 14 days after the Vendor gives notice to the purchaser of registration of the plan, whichever is the later.

The above date; or

14 days after the Vendor gives notice in writing to the purchaser of registration of the plan of subdivision.

 

At Settlement the purchaser is entitled to vacant possession of the property unless the words ‘subject to lease’ appear in this box, in which case refer to General Condition 1.1.

 

 

If ‘subject to lease’ then particulars of the lease are:

 

 

If this Contract is intended to be a terms contract within the meaning of the Sale of Land Act 1962 then add the words 'terms contract' in this box and refer to General Condition 23 and add any further provisions by was of Special Conditions:

 


Item 12

At Settlement the purchaser is entitled to vacant possession of the property unless the words ‘subject to lease’ appear in this box, in which case refer to General Condition 1.1.

 

 

If ‘subject to lease’ then particulars of the lease are:

 

 

 


Item 13

If this Contract is intended to be a terms contract within the meaning of the Sale of Land Act 1962 then add the words 'terms contract' in this box and refer to General Condition 23 and add any further provisions by was of Special Conditions:

 


Item 12

This sale is NOT subject to an existing mortgage unless the words ‘subject to existing mortgage’ appear in this box:

 

 

If the sale is ‘subject to existing mortgage’ then particulars of the mortgage are:

 


Item 15

This Contract does not include any Special Conditions unless the words

'Special Conditions’ appear in this box:

 

 

If the Contract is subject to ‘special conditions’ then particulars of the special conditions are:

 

 


Item 16 Warning

WARNING: THIS IS A LEGALLY BINDING AGREEMENT. YOU SHOULD READ THIS CONTRACT BEFORE SIGNING IT.

 

Purchasers should ensure that prior to signing this Contract, they have received a copy of the full terms of this Contract.

 

The authority of a person signing:

under power of attorney; or

as director of a corporation; or

as an Agent authorised in writing by one of the parties

must be noted beneath the signature.

 

Any person whose signature is secured by an estate agent acknowledges being given by the Agent at the time of signing, a copy of the terms of this Contract. this Contract comprising:

Form 1 (Contract of Sale of Real Estate – Particulars of Sale);

Special Conditions, if any;

Form 2 (Contract of Sale of Real Estate – General Conditions);

Vendor’s Statement.


Clause 1.3

if the particulars of sale provide that the purchaser is taking over an existing mortgage:

(a)

the purchaser assumes liability for the mortgage; and

(b)

the price is satisfied to the extent of any mortgage money owing at Settlement; and

(c)

the Vendor must treat any payment made by the purchaser under the mortgage as a payment made to the Vendor under this Contract.


Clause 3.1

An omission or mistake in the description, measurements or area of the land property or any deficiency in the area, description or measurements of the land does not invalidate the sale.


Clause 7

Release of company charge security interest

The Vendor must provide at Settlement a release of the property from any registered charge lodged under the Corporations Act 2001 (Cth) if requested in writing to do so at least 21 days before Settlement. This obligation does not apply if the charge is the proprietor of a registered mortgage over the land. The Vendor must pay the registration fee if either party requires registration of that release.

7.1

This General Condition applies if any part of the property is subject to a security interest to which the Personal Property Securities Act 2009 (Cth) applies.

7.2

Subject to General Condition 7.3 and 7.4, the Vendor must ensure that at or before Settlement, the purchaser receives:

(a)

a release from the secured party releasing the security interest in respect of the property; or

(b)

a statement in writing in accordance with Section 275(1)(b) of the Personal Property Securities Act 2009 (Cth) setting out that the amount or obligation that is secured is nil at the due date for Settlement; or

(c)

a written approval or correction in accordance with Section 275(1)(c) of the Personal Property Securities Act 2009 (Cth) indicating that, on the due date for settlement, the personal property included in the Contract is not or will not be property in which the security interest is granted.

if the security interest is registered in the Personal Property Securities Register.

7.3

The Vendor is not obliged to ensure that the purchaser receives a release, statement, approval or correction in respect of any personal property that is sold in the ordinary course of the Vendor’s business of selling personal property of that kind unless, in the case of goods that may or must be described by serial number in the Personal Property Securities Register, the purchaser advises the Vendor at least 21 days before the due date for Settlement that the goods are to be held as inventory.

7.4

The Vendor is not obliged to ensure that the purchaser receives a release, statement, approval or correction in respect of any personal property that:

(a)

is not described by a serial number in the  Personal Property Securities Register; and

(b)

is predominantly used for personal, domestic or household purposes; and

(c)

has a market value of not more than $5000 or, if a greater amount has been prescribed for the purposes of section 47(1) of the Personal Property Securities Act 2009 (Cth), not more than that prescribed amount.

7.5

A release for the purposes of General Condition 7.2(a) must be in writing and in a form published by the Law Institute of Victoria, Law Council of Australia or the Australian Bankers Association.

7.6

If the purchaser receives a release under General Condition 7.2(a), the purchaser must provide the Vendor with a copy of the release at or as soon as practicable after settlement.

7.7

In addition to ensuring a release is received under General Condition 7.2(a), the Vendor must ensure that at or before settlement the purchaser receives a written undertaking from a secured party to register a financing change statement to reflect that release if the property being released includes goods of a kind that are described by a serial number in the Personal Property Securities Register.

7.8

The purchaser must advise the Vendor of any security interest that the purchaser reasonably requires to be released at least 21 days before the due date for settlement.

7.9

If the purchaser does not provide an advice under General Condition 7.8, the Vendor may delay settlement until 21 days after the purchaser advises the Vendor of the security interests that the purchaser reasonably requires to be released.

7.10

If settlement is delayed under General Condition 7.9, the purchaser must pay the Vendor:

(a)

interest from the due date for settlement until the date on which settlement occurs or 21 days after the Vendor receives the advice, whichever is the earlier; and

(b)

any reasonable costs incurred by the Vendor as a result of the delay

as though the purchaser was in default.

7.11

Words and phrases used in General Condition 7 which are defined in the Personal Property Securities Act 2009 (Cth) have the same meaning in General Condition 7.


Clause 8

The Vendor must provide at Settlement details of any current builder warranty insurance warrants that the Vendor will provide at settlement details of any current builder warranty insurance in the Vendor’s possession relating to the property if requested in writing to do so at least 21 days before Settlement.


Clause 11.2(b)

must be paid: to the Vendor’s estate agent, legal practitioner or conveyancer and held by the estate agent, legal practitioner or conveyancer on trust for the purchaser until the registration of the plan of subdivision.

(i)

to the Vendor's licensed estate agent or legal practitioner or conveyancer and held by the estate agent or legal practitioner or conveyancer on trust for the purchaser until the registration of the plan of subdivision; or

(ii)

if the Vendor directs, into a special purpose account in an authorised deposit-taking institution in Victoria specified by the Vendor in the Contract in the joint names of the purchaser and the Vendor and held in that account until the registration of the plan of subdivision.


Clause 11.4(b)

by draft or cheque drawn on an authorised deposit-taking institution; or


Clause 11.6

At settlement, the purchaser must pay the fees on up to three cheques drawn on an authorised deposit-taking institution. If the Vendor requests that any additional cheques be drawn on an authorised deposit-taking institution, the Vendor must reimburse the purchaser for the fees incurred.

The purchaser must pay bank fees on up to three bank cheques at Settlement, but the vVndor must pay the bank fees on any additional bank cheques requested by the Vendor.


Clause 12.1(a)

the Vendor provides proof, to the reasonable satisfaction particulars, to the satisfaction of the purchaser, that either:


Clause 12.1(b)

at least 28 days have elapsed since the day of sale particulars were given to the purchaser under paragraph (a); and


Clause 12.1(c)

all conditions of Section 27 of the Sale of Land Act 1962 have been satisfied.


Clause 13.1(b)

if the particulars of sale specify that the supply made under this Contract is a farming business and the supply (or a part of it) does not satisfy the requirements of section 38-480 of the GST Act; or


Clause 13.1(c)

if the particulars of sale specify that the supply made under this Contract is a going concern and the supply is of a going concern and the supply (or part of it) does not satisfy the requirements of section 38-325 of the GST Act.


Clause 17.2(c)

in any manner authorised by law or the Supreme Court for service of documents, including any manner authorised for service on or by a legal practitioner.


Clause 17.3

This General Condition applies to the service of any demand, notice or document by or on any party, whether the expression ‘give’ or ‘serve’ or any other expression is used.


Clause 19

Any signatory for a proprietary limited company purchaser is personally liable for the due performance of the purchaser's obligations as if the signatory were the purchaser in the case of a default by a proprietary limited company purchaser.


Clause 23.1(a)

any mortgage affecting the land sold must be discharged as to that land before the purchaser becomes entitled to possession or to the receipt of rents and profits unless the Vendor satisfies sections 6(1) and 6(2) Section 29M of the Sale of Land Act 1962; and


Clause 27.1

A party is not entitled to exercise any rights arising from the other party's default, other than the right to receive interest and the right to sue for money owing, until the other party is served given and fails to comply with a written default notice.


Clause 27.2(b)

state that it is the offended party's intention to exercise the rights arising from the default unless, within 14 days of service of the notice of the notice being given:

 

19 Apr 2010 v1.1

Additions / Changes:


Item 7

The Land is described: (tick where applicable)

__ in the attached copy title(s): …………………………………………………

__ and Plan(s): ……………………………………………………………………

__ as: …….…..................................………………………………………….

and includes all improvements and fixtures