Contract For Sale Of Commercial Lots In A Community Title Scheme - AUQLDRECM015

(1)

Settlement must occur by e-conveyance in accordance with this Clause 8.1, unless the provisions of Clause 8.2(1) apply.

This Clause 8.1 will apply where:

  (a)  Item 12.2(a) specifies settlement by e-conveyance; or

  (b)  Clause 8.2(3) or Clause 8.3(4)(a) are applicable.

(2)

Where settlement is by e-conveyance, Settlement including lodgement of relevant Transfer Documents  and payment of Balance Purchase Price, (adjusted as provided in this Contract), will proceed electronically, utilising the services of an ELNO, in accordance with the ECNL.

(4)

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 Settlement Date and the provisions of either Clause 8.1(11)(b)(i) or (ii) will apply with regard 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

(8)

A party will not be in default where it is prevented from complying with an obligation under this clause due to failure by the other party or a financial institution to comply with an instruction or requirement under this Clause 8.1, where such failure or inability does not arise due to any act or omission by a party.

(9)

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 the pre-settlement provisions of Clauses 8.1 and 8.3(10) and Settlement cannot occur by e-conveyance and neither party is in default, Settlement including Financial Settlement will be completed:

(i)

by e-conveyance on the next Business Day after the Settlement Date; or

(ii)

if the parties agree (or Settlement via e-conveyance is not possible), in accordance with Clause 8.2, in which case Settlement must be within 3 Business Days of the Settlement Date,

and in either case, time remains of the essence.

(1)

This Clause 8.2 will apply wWhere under Regulation 5(2) or (3) of the Land Title Regulation 2022, the Parties are not required to comply with Regulation 5(1) of such Regulations or Clause 12.3(4)(b) is applicable manual settlement shall take place:

on the Settlement Date between 10:00am and 4:00pm AEST:

(a)

Item 12.2(b) specifies settlement by non e-conveyance; or

at the settlement office of the Seller’s mortgagee or solicitor; or

(b)

Clause 8.1(11)(b)(ii) or 8.3(4)(b) applies.

as otherwise agreed upon by the parties; or

(c)

failing agreement (not less than 2 Business Days prior to the Settlement Date), at the nearest office, to the nominated place for Settlement, at which land title documents may be lodged for registration. then in accordance with Section 61(2)(c) of the Property Law Act 1974.

(2)

Settlement shall take place on the Settlement Date between 10:00am and 4:00pm AEST:

(a)

at the settlement office of the Seller’s mortgagee or solicitor; or

(b)

as otherwise agreed upon by the parties; or

(c)

failing agreement (not less than 2 Business Days prior to the Settlement Date), at the nearest office, to the nominated place for Settlement, at which land title documents may be lodged for registration.

(32)

Notwithstanding Item 12.2(b) specifying Settlement is to occur by non e-conveyance, Tthe parties may agree to Settlement by e-conveyance at any time up until 1 5 Business Days prior to Settlement, at which point the provisions of Clause 9.1 will apply.

(5)

On confirmation of the Settlement Date, the parties must (and must instruct their relevant financial institutions to) promptly provide all necessary information and documents, to facilitate Settlement.

(4)

Where the provisions of Clauses 8.3(1) and/or 8.3(3) have been applied, and the parties have complied with the pre-settlement provisions of Clause 8.1 or Clause 8.2 (as applicable) and neither party is otherwise in default, Settlement including Financial Settlement will be completed on the new or extended date for Settlement:

(b)

if the parties agree (or settlement by e-conveyance is not possible), if settlement by e-conveyance is not possible, within the times provided above (and the parties do not agree to a further extension for e-conveyance settlement), or the parties are not required to comply with Regulation 5(1) of the Land Title Regulation 2022, then in accordance with Clause 8.2.

On Settlement in accordance with Clause 8.1(10) or 8.2(4) (whichever is applicable) the Seller must deliver / transfer (or cause to be delivered or transferred) to the Buyer (or as directed by the Buyer):

(1)

the instrument of title, if any, for the Land necessary to register the transfer of the Land to the Buyer as owner. Title to the Land, provided where the title to the Land applies to more than one lot the cost of any new title will be borne by the Buyer;

(24)

Encumbrance: means matters affecting the Lot and title to the Property, both registered and un-registered, including (but not limited to) statutory easements, rights referred to in the Certificate of Title and Ppersonal Pproperty Ssecurity Iinterests as defined in Section 12 of the Personal Property Securities Act 2009 (CTH).

(56)

Settlement Date: The appointed date specified in Item 12 for Settlement to occur.

(a)

The appointed date specified in Item 12 for Settlement to occur; or

(b)

a new date for Settlement to occur as determined in accordance with Clause 8.3; or

(c)

an alternate date for Settlement to occur as determined in accordance with Clause 54; or

(d)

such other alternate date for Settlement to occur as may be mutually agreed by the parties in writing.

3.1

The Buyer must pay the Deposit to the Deposit Holder as sStakeholder in the amount and at the times required in Item 8 to be retained, subject to the provisions of this Contract.

3.3

Failure to pay any monies on time (except as provided by Clause 3.4) or by cheque, which is not honoured on presentation, will be an act of default by the Buyer.

3.4

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 8, the Purchaser will not be in default.

3.8

Investment of Deposit: (Note: see Section 17 of the Agents Financial Administration Act 2014)

Where the Deposit Holder Stakeholder is instructed by the parties to invest the deposit, subject to any legislative requirements, then (except in the case of Bank Bond):

(9)

a Deposit Holder Stakeholder, being a licensed Agent shall not be required to invest the Deposit if the sale is to be completed on a contractually ascertainable day less than 60 days after the Deposit is received.

4.1

The Contract is subject to and conditional upon the Buyer obtaining, at their own expense and, by the Inspection Date (or such extended date as may be agreed) specified in Item 11, the relevant CMS and a building and/or pest report, satisfactory to the Buyer, (excluding Acknowledged Defects / Exclusions).

4.3

(2)

that the Buyer is not satisfied with the inspection report/s and, subject to Clause 4.8, terminates the Contract.

4.5

Where the Buyer serves a notice on the Seller in accordance with Clause 4.3(2), the Seller may promptly upon receiving such notice, require the Buyer to provide a copy of the relevant inspection report/s, which the Buyer must provide.

4.7

Where the Buyer has given notice of termination in accordance with Clause 4.3(2) but has failed, when requested by the Seller, to provide a copy of the relevant inspection report/s, the termination will not take effect until such copy has been provided to the Seller.

In respect to Clause 4.3(2) and 4.6, this Contract is not terminated until written notice is given and the Buyer may at any time up to termination, by written notice, waive the benefit of Clause 4.3 or give notice in accordance with Clause 4.3(1), where upon this Contract will be in full force and effect.

4.8

It is a condition precedent to termination under Clause 4.3(2) taking effect that the Buyer provide the inspection report/s if required by the Seller under Clause 4.5.

4.10

In respect of white-ants, risk of infestation of the Lot in itself will not constitute a reason for termination of this Contract.

5.3

The Buyer must give notice to the Seller immediately upon approval/rejection of Finance in accordance with Clause 50 and in any case, not later than the Finance Date.

The Buyer must give notice to the Seller no later than 5:00pm AEST on the Finance Date that:

(1)

the Finance condition has been satisfied; or

(2)

Finance approval in accordance with Clause 5.1 has not been obtained and the Contract is terminated; or

(3)

Finance approval in accordance with Clause 5.1 has not been obtained and the Buyer waives the benefit of this condition.

5.4

If the Buyer, after complying with Clause 5.2, has not obtained the Finance approval by the Finance Date then the Buyer may by giving notice to that effect to the Seller:

(1)

terminate this Contract; or

(2)

prior to the Seller terminating the Contract, waive the benefit of this condition.

5.4

Should the Buyer not give notice to the Seller in accordance with Clause 5.3 by 5:.00p.m. AEST on the Finance Date the Seller may, by notice, terminate this Contract.

5.5

The Buyer will, if required by the Seller, provide details of compliance with Clause 5.2 and/or written proof of rejection of the Buyer’s application for finance detailing that the provisions of Clause 5.1 have not been satisfied.

5.6

This Contract is not terminated until notice is given in accordance with either Clause 5.4 or 5.5.

It is a condition precedent to termination under Clause 5.3(2) taking effect that the Buyer provide written evidence, if so required by the Seller under Clause 5.5.

(1)

Where Item 12.2(a) specifies settlement by e-conveyance this Clause 8.1 will apply and Settlement including lodgement of Transfer Documents and payment of Balance Purchase Price, adjusted as provided in this Contract, will proceed electronically in accordance with the ECNL.

This Clause 8.1 will apply where:

(a)

Item 12.2(a) specifies settlement by e-conveyance; or

(b)

Clause 8.2(3) or Clause 8.3(4)(a) is applicable.

(2)

Where settlement is by e-conveyance, Settlement including lodgement of Transfer Documents and payment of Balance Purchase Price, adjusted as provided in this Contract, will proceed electronically in accordance with the ECNL.

(4)

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 Settlement Date and the provisions of either Clause 8.1(11)(b)(i) or (ii) will apply with regard to Settlement.

(6)

Once this Contract has become unconditional the party responsible for opening the Electronic Workspace designated in (Refer Item 12.2(a)) must promptly cause a 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.

(8)

A party will not be in default where it is prevented from complying with an obligation under this clause due to failure by the other party or a financial institution to comply with an instruction or requirement obligation under this Clause 8.1, where such failure or inability does not arise due to any act or omission by a party.

(11)

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

(b)

where the parties have complied with the pre-settlement provisions of Clauses 8.1 and 8.3(10) and Settlement cannot occur by e-conveyance and neither party is in default, Settlement including Financial Settlement will be completed:

(ii)

if the parties agree (or Settlement via e-conveyance is not possible), in accordance with Clause 8.2, in which case Settlement must be within 3 Business Days of the Settlement Date,

and in either case, time remains of the essence.

(1)

Where Item 12.2(b) specifies settlement by non e-conveyance or Clause 8.1(3) applies or the parties agree in accordance with Clause 8.1(10)(b)(ii), this Clause 8.2 will apply.

This Clause 8.2 will apply where:

(a)

Item 12.2(b) specifies settlement by non e-conveyance; or

(b)

Clause 8.1(11)(b)(ii) or Clause 8.3(4)(b) applies.

(2)

Settlement shall take place on the Settlement Date between 10:.00am and 4:00pm AEST:

(c)

failing agreement (not less than 2 Business Days prior to the Settlement Date), at the nearest office to the nominated place for Settlement at which land title documents may be lodged for registration.

(3)

Notwithstanding the completion of Item 12.2(b) specifying Settlement is to occur by non e-conveyance, the parties may agree to Settlement by e-conveyance at any time up until 1 Business Day prior to Settlement, at which point the provisions of Clause 8.1 will apply.

(4)

On the Settlement Date:

(6)

Each party must do everything reasonably necessary and in a reasonable timeframe to ensure Settlement occurs on the Settlement Date.

(1)

Where both parties have complied with their pre-settlement obligations under either Clause 8.1 or 8.2 and Settlement fails to occur on the Settlement Date, due to failure or inability by:

(a)

a relevant financial institution to comply with an instruction or requirement under either Clause 8.1 or 8.2, where such failure or inability does not arise due to any act or omission by a party; or

(b)

an e-conveyancing platform provider, or user of such platform (including a party to the Workspace), to facilitate Settlement due to system or connectivity failure,

the date for Settlement is extended by 1 Business Day (Automatic Extended Settlement Date) and neither party is in default. This Clause 8.3(1) may only be applied to extend the Settlement Date once.

(2)

Upon a party becoming aware Settlement has failed in accordance with Clause 8.3(1), the party will promptly provide notice to the other party, advising of such failure and providing relevant supporting evidence available.

(3)

Where Clause 8.3(1) applies and circumstances require an extension longer than provided by Clause 8.3(1), either party may give written notice to the other party, no later than 4:00pm AEST on the Settlement Date, detailing the reason/s for further delay, providing relevant supporting evidence, and nominating a new settlement date, which will become the date for Settlement. There may be more than one extension under this Clause 8.3(3), but for a total of not more than 4 Business Days from the Automatic Extended Settlement Date.

(4)

Where the provisions of Clauses 8.3(1) and/or 8.3(3) have been applied, and the parties have complied with the pre-settlement provisions of Clause 8.1 or Clause 8.2 (as applicable) and neither party is otherwise in default, Settlement including Financial Settlement will be completed on the date for Settlement:

(a)

by e-conveyance in accordance with Clause 8.1; or

(b)

if the parties agree (or settlement by e-conveyance is not possible), in accordance with Clause 8.2.

(5)

In respect of this Clause 8.3, time remains of the essence.

(6)

Nothing in this Clause 8.3 prevents or otherwise restricts the parties from extending the Settlement Date by mutual agreement in writing.

(6)

Rent and Income unpaid for any period prior to the Settlement Date and not adjusted between the parties at Settlement is not assigned to the Buyer but remains a debt due to the Seller in which case the provisions relating to Rent of section 117 of the Property Law Act 1974 are not applicable;

9.1

(1)

The Seller must maintain the Property in the condition as at the Date of Contract and ensure no damage or loss to the condition of the Property occurs up to and including the date of Settlement (fair wear and tear excepted) and must hand over the Property at Settlement without damage or loss to the condition, as at the Date of Contract (fair wear and tear excepted).

9.4

Where the Buyer becomes aware the Seller has not satisfied its obligations under Clauses 9.1 or 9.2 the Buyer may serve a notice on the Seller giving details of the failure to comply and requiring rectification by prior to Settlement. However, where the Seller fails to carry out rectification by Settlement, the provisions of Clause 9.5 will apply.

9.5

The Buyer, having notified the Seller prior to Settlement, may claim from the Seller the reasonable costs of effecting rectification of any damage or failure to maintain or repair the Property in relation to Clauses 9.1 and 9.2 and costs incurred in dealing with property not removed in accordance with Clause 9.3 as liquidated damages notwithstanding Settlement may have taken place.

9.6

With respect to Clauses 9.1 and 9.2, the Buyer must notify the Seller prior to Settlement, of its intention to make a claim.  A notice provided in accordance with Clause 9.4 and not complied with will satisfy this obligation.

9.6

(1)

The Seller will during the term of the Contract comply with its obligations in respect of all Leases relating to the Lot and Improvements.

(3)

The Seller shall not enter into any new leases with respect to Land and Improvements or accept the surrender of any existing lease or agree to alterations, additions or variations to any existing lease prior to completion of this Contract with the Buyer’s written consent which consent will not be reasonably refused without.

(4)

exercising authority with the prior written consent, or at the request of, the Buyer to serve notices in respect to the NDRA.

(1)

recover from the Seller/Deposit Holder Stakeholder the Deposit and any other monies paid by the Buyer under the Contract;

15.3

The Seller warrants, unless otherwise disclosed in (or in accordance with) this Contract that at the Date of Contract and at Settlement:

(3)

and except as provided in Clause 15.6, the Seller has no knowledge of any legal actions, or any circumstances or communication which may give rise to any legal actions,  affecting or which may affect the Property or any part of it;

(4)

except as disclosed in Item 18(a) and 18(b), the Seller has no knowledge of any outstanding or unsatisfied applications, judgments, Work Orders, demands or writs, or any circumstances or communication which may give rise to such,  with respect to any Statutory Body, Act, Regulation or By-Law:

(7)

the Seller has no knowledge of any encroachments to or from the Lot; and

(8)

utilities servicing the Lot are legally secured.

(2)

access and utilities to the Lot are not legally secured; or

(3)

the Land and Improvements are part of a claims inquiry due to a claim being made under the Aboriginal Land Act 1991 or relevant Native Title acts relating to Queensland and the Commonwealth; or

(3)

The Buyer must comply with any Work Orders issued after the Date of Contract, except where action by the Seller, unauthorised by the Buyer, has given rise to or resulted in such Work Order.

(4)

Where a Work Order is issued after the Date of Contract and is required to be complied with before Settlement, the provisions of Clause 35.1(1)(b) will apply, provided that any costs incurred by the Seller in carrying out the Work Order will be payable by the Buyer as an Adjustment in accordance with Clause 35.5.

48.2

Notwithstanding the provisions of this Contract the Buyer is not precluded from the protection of statutory rights which cannot be excluded.

48.3

A solicitor appointed by a party shall have full authority to act on behalf of such party with respect to all matters relating to this Contract.

(1)

having received a copy for perusal prior to signing; and

(2)

being provided with the opportunity to obtain independent legal advice.

(1)

using e-conveyance, be treated as a financial obligation in respect of Clause 8.1(15); and

(2)

for non-e-conveyance treated as an adjustment (Clause 8.2(4)(a)).

(1)

Where Item 12.2(a) specifies settlement by e-conveyance this Clause 8.1 will apply and Settlement including lodgement of Transfer Documents and payment of Balance Purchase Price, adjusted as provided in this Contract, will proceed electronically in accordance with the ECNL.

(9)

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

(b)

if there is no Financial Settlement, the documents necessary to transfer title have been accepted for electronic lodgement by the Titles Registry Office.

10.1

The Seller is released from its obligations and indemnified against any or all claims relating to Leases and Service Contracts arising from actions subsequent to the date of Settlement.

10.2

The Buyer is indemnified against any or all claims relating to Service Contracts arising prior to the Settlement Date.

(1)

the maintenance of any current insurance policies;

(2)

ensuring the Property is used and maintained with reasonable care; and

(3)

exercising authority with the prior consent of the Buyer to enforce and make decisions regarding any/all Lease agreements in force.

15.1

The Seller warrants, unless otherwise disclosed in this Contract, that at the time of Settlement:

(1)

the Seller will be the Registered Owner in the case of freehold land or the Tenant in the case of Leasehold land;

(2)

it is the owner of all the Property;

(2)

the Seller has full authority to enter into this Contract where the Seller is a trustee;

(3)

there is no impediment to the Seller completing the sale in accordance with the provisions and requirements of this Contract.

15.2

If a warranty set out in Clause 15.1 is incorrect or is breached by the Seller, the Buyer may by notice to the Seller, terminate this Contract.

15.3

The Seller warrants, unless otherwise disclosed in (or in accordance with) this Contract that at the Date of Contract and at Settlement:

(1)

the Seller is not insolvent or bankrupt nor has the Seller entered into an arrangement or composition with the Seller’s creditors;

(2)

the Seller, being an entity, subject to the Corporations Act 2001 (Cth) Corporations Law is not insolvent, has not been placed in liquidation or official management, not entered into a compromise or arrangement with creditors and has no knowledge of any action which could cause these afore mentioned events to occur;

(4)

except as disclosed in Item 18(a) and 18(b), there will be no the Seller has no knowledge of any outstanding or unsatisfied applications, judgments, Work Orders, demands or writs with respect to any Act, Regulation or By-Law:

(a)

required to be complied with by the Seller which have not been fully complied with; or

15.5

If a warranty set out in Clause 15.1 (1) to (8) (excluding matters disclosed in Item 18 or Item 26) is incorrect or is breached by the Seller, the Buyer may by notice to the Seller, terminate this Contract.

15.7

If a warranty set out in Clause 15.3 (excluding matters disclosed in Item 26) is incorrect or is breached by the Seller, the Buyer may, where the Buyer would be materially prejudiced if compelled to complete the Contract, by notice to the Seller given within 2 Business Days before the Settlement Date 14 days after the Buyer’s copy of the Contract is received by the Buyer:

55.2

Where the Seller 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 Buyer’s obligation under Clause 55.1 will not apply.

(1)

The Buyer’s obligation under Clause 55.1 will not apply where:

(a)

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

(b)

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

(i)

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

(ii)

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

(2)

Where the Seller provides a certificate under Clause 55.2(1)(a) or a declaration under Clause 55.2(1)(b), such notice must be provided not less than 3 Business Days (or such shorter time as the parties may agree) prior to Settlement.

(1)

The Seller will within 7 days of the Date of this Contract cause to be delivered to the Buyer or as the Buyer may otherwise direct current copies of all Lease and Service Contracts and all documentation ancillary thereto.

(2)

Should the Seller fail to deliver documentation in accordance with Clause 27.2(1) the Buyer may terminate this Contract by written notice given within 14 days of the Date of this Contract.

(3)

If after delivery of the documentation in accordance with Clause 27.2(1) the Buyer, acting reasonably, determines the provisions of such documentation are not satisfactory, the Buyer may terminate this Contract within 14 days of the Date of this Contract.

54.1

Where a party to this Contract (Relevant Party) is unable to reasonably carry out an Essential Obligation due to a Materially Adverse Event (MAE) then for the Relevant Period of the MAE the parties agree time will cease to be of the essence and a failure by a party to perform its obligations during the Relevant Period will not be a breach of the Contract.

54.2

The Relevant Party must:

(1)

promptly when able notify the other party of the MAE and how it prevents performance of a particular Essential Obligation;

(2)

take reasonable steps to mitigate the effect of the MAE with respect to its obligations; and

(3)

as soon as possible, give notice advising when it is no longer prevented from carrying out the Essential Obligation. Such notice may also include the matters detailed in Clause 54.3.

54.3

At the end of the Relevant Period, or where a notice served in accordance with Clause 54.2(3) does not contain the matters set out in paragraphs (1) to (4) of this sub-clause, either party may serve notice on the other party:

(1)

advising that the Relevant Period/MAE is over;

(2)

requiring performance of or compliance with the Essential Obligation;

(3)

giving a specific time and date for the performance or compliance being not less than 7 days and not more than 14 days from the date of delivery of the notice; and

(4)

advising that, on delivery of the notice, time is again of the essence,

such notice will be a settlement notice where the particular Essential Obligation notified in accordance with Clause 54.2(1) relates to settlement.

54.4

The times and dates for compliance with other contractual obligations where time is of the essence shall be extended to correspond with the extension of time to the Essential Obligation originally notified.

54.5

For the purposes of this Clause 54:

(1)

Essential Obligation means any one of the obligations set out in clauses 3.1, 4.1, 4.3, 4.5, 5, 7.1, 8.1, 8.2, 8.3, 9.2 and 24;    

(2)

Materially Adverse Event or MAE means:

(a)

an event as defined in section 16(1)(a) of the Disaster Management Act 2003 (QLD); or

(b)

an order or lawful direction of a Government authority, Federal, State or Local;

(3)

Relevant Party means a party to this Contract prevented from carrying out an Essential Obligation as the direct result of a Materially Adverse Event for the Relevant Period; and

(4)

Relevant Period means the time during which a Relevant Party is unable to carry out an Essential Obligation as a consequence of a Materially Adverse Event.

12.1

Date: …… / …… / …… OR ………………………………….……..… days from the Date of Contract

        OR ……………………………………………………………………………………………………

        Place:  ……………………………………………………………………… (Suburb, City or Town)

12.2

Settlement will be conducted by: (If neither (a) nor (b) is checked, e-conveyance will apply)

        __ (a) e-conveyance  (Clause 8.1) and;

                  the Electronic Workspace will be opened by the Seller unless otherwise agreed.

        __ (b) Non e-conveyance  (Clause 8.2) and the place of settlement will be:

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

(a)

to lodge a document electronically under the ECNL; and

(b)

if relevant, to authorise or complete Financial Settlement of the e-conveyance.

(1)

Where Item 12.2(a) specifies settlement by e-conveyance this Clause 8.1 will apply and 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 ECNL.

(2)

Where an inconsistency exists between this and other clauses in this Contract this Clause 8.1 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 Settlement Date and the provisions of Clause 8.1(10)(b)(ii) will apply with regard 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 party designated in Item 12.2(a) must promptly cause a 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 clause due to failure by the other party or a financial institution to comply with an obligation under this Clause 8.1.

(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)

Financial Settlement occurs; or

(b)

if there is no Financial Settlement, the documents necessary to transfer title have been accepted for electronic lodgment by the Titles Registry Office.

(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 the provisions of Clauses 8.1 and 8.3(10) and Settlement cannot occur by e-conveyance and neither party is in default, Settlement including Financial Settlement will be completed:

(i)

by e-conveyance on the next Business Day after the Settlement Date; or

(ii)

if the parties agree, in accordance with Clause 8.2, in which case Settlement must be within 3 Business Days of the Settlement Date,

and in either case, time remains of the essence.

(11)

Should deposit monies held by the agent be required for settlement purposes the agent is authorised and directed, if instructed by the Seller, to release the deposit monies less any agent’s commission to the trust account of the Seller's Solicitor. The Seller's Solicitor is authorised to pay the monies as instructed by the Seller in accordance with the directions of the parties.

(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)

Where an Outgoing or other financial obligation is to be discharged or paid at Settlement, if such payment cannot be facilitated through the e-conveyance the parties will make suitable arrangements to discharge or pay the Outgoing or other financial obligation by means other than through e-conveyance.

(1)

Where Item 12.2(b) specifies settlement by non e-conveyance or Clause 8.1(3) applies or the parties agree in accordance with Clause 8.1(10)(b)(ii), this Clause 8.2 will apply.

(2)

Settlement shall take place on the Settlement Date between 10.00am and 4.00pm AEST:

(a)

at the settlement office of the Seller’s mortgagee or solicitor; or  

(b)

as otherwise agreed upon by the parties; or

(c)

failing agreement, at the nearest office to the nominated place for Settlement at which land title documents may be lodged for registration.

(3)

Notwithstanding the completion of Item 12.2(b) the parties may agree to e-conveyance at any time, at which point the provisions of Clause 8.1 will apply.

(4)

On the Settlement Date:

(a)

the Buyer must, pay the Balance Purchase Price, adjusted as provided in this Contract, by Bank Cheque/s (as directed by the Seller or its Solicitor in writing); and

(b)

the Seller must deliver (or cause to be delivered) to the Buyer (or as directed by the Buyer) Transfer Documents free from Encumbrances, unless detailed in Item 19, executed by the Seller in a form capable of immediate registration (save for stamping) in accordance with the Land Title Act 1994.  

(5)

The Buyer shall be required to bear the cost of no more than four Bank Cheques in payment of the Balance Purchase Price.

(1)

the instrument of title, if any, for the Lot necessary to register the transfer of the Lot to the Buyer as owner. Where the title applies to more than one lot the cost of any new title will be borne by the Buyer.

(2)

such declaration as may be required under the Duties Act 2001; Land Title Act 1994; Land Act 1994.

(3)

all the Seller’s keys and other devices and codes for entry, exit and security unless an alternative time and place for delivery is agreed to in writing.

(4)

the right to and benefit of all records and/or documentation including transfers (or renewals if required) of Bonds, Guarantees and Bank Guarantees, to give effect to and comply with the provisions of any Lease and/or Service Contract in force which are required for the management of the Lot at the time of Settlement.

(5)

assignment to the Buyer effective from the Settlement Date and the benefit of all Leases more particularly set out in Item 25 and Service Contracts more particularly set out in Item 23. The Seller will provide duly executed assignment documentation on the Settlement Date together with appropriate notice to the Tenants regarding assignment.

(6)

Rent and Income unpaid for any period prior to the Settlement Date and not adjusted between the parties at Settlement is not assigned to the Buyer but remains a debt due to the Seller in which case the provisions relating to Rent of section 117 of the Property Law Act 1974 are not applicable.

(7)

where the Property is a workplace within the meaning of the Work Health and Safety Regulation 2011, over which the Seller has management or control, the Seller must give any Asbestos Register and Management Plan to the Buyer.

(8)

any valid Certificate of Classification applicable to the uses of the Property stated in Item 15 which is required and must be issued prior to use or occupation as outlined under Section 114 of the Building Act 1975.

(9)

title to any chattel forming part of the Property including assignable warranties and documentation relating thereto, to which the Buyer may be reasonably entitled.

(10)

in compliance with Clause 17, all documentation necessary to effect release of any Encumbrance over the Property, except as detailed in Item 19, including where applicable, property subject to a security interest to which the Personal Property Securities Act 2009 (CTH) applies.

(11)

documents in the Seller’s possession reasonably required by the Buyer relating to the Property, in particular, but not exclusively, those relating to prior transfers, tenancies, licenses, warranties and any unregistered dealings and in so doing assigns to the Buyer the benefit of such tenancies, licenses and warranties.

(12)

any other documents, including construction drawings and plans held by the Seller essential for the ongoing management of the Property.

(13)

vacant possession of the Property (except if tenanted) and title to all the Property.

8.1

The Balance Purchase Price shall be paid (subject to compliance with Clause 7) on the Settlement Date.

8.2

Settlement shall take place on the Settlement Date specified in Item 12 (or if the Settlement Date is not a Business Day on the next Business Day following) between 10.00am and 5.00 pm:

(1)

at the Settlement office of the Seller’s mortgagee or solicitor; or

(2)

as otherwise agreed upon by the parties; or

(3)

failing agreement, at the nearest office, to the nominated place for Settlement, at which land title documents may be lodged for registration.

8.3

On the Settlement Date the Buyer must, pay the Balance Purchase Price, adjusted as provided in this Contract, by Bank Cheque/s (as directed by the Seller or its Solicitor in writing) and on compliance by the Buyer with the conditions of this Contract the Seller must deliver (or cause to be delivered) to the Buyer (or as directed by the Buyer):

(1)

vacant possession of the Property (unless leased).

(2)

Transfer Documents free from Encumbrances, unless detailed in Item 19, executed by the Seller in a form capable of immediate registration (save for stamping) in accordance with the Land Title Act 1994. Provided however; should the title documents with respect to the Land relate also to other land, the Seller shall produce the title document to allow registration of the transfer, cost of production will be borne by the Seller and costs in relation to any new title will be borne by the Buyer

(3)

such declaration as may be required under the Duties Act 2001; Land Title Act 1994; Land Act 1994.

(4)

the instrument of title, if any, for the Lot.

(5)

in compliance with Clause 17, all documentation necessary to effect release of any Encumbrance over the Property, except as detailed in Item 19, including where applicable, property subject to a security interest to which the Personal Property Securities Act 2009 (CTH) applies.

(6)

title (including any documentation, stamped as appropriate, necessary to effect transfer of title) to the balance of Property, exclusive of the Lot, including assignable warranties and documentation relating thereto to which the Buyer may be reasonably entitled.

(7)

all the Seller’s keys and other devices and codes for entry, exit and security unless an alternative time and place for delivery is agreed in writing

(8)

the right to and benefit of all records and/or documentation including transfers (or renewals if required) of Bonds, Guarantees and Bank Guarantees, to give effect to and comply with the provisions of any Lease and/or Service Contract in force which are required for the management of the Lot at the time of Settlement.

(9)

assignment to the Buyer effective from the Settlement Date and the benefit of all Leases more particularly set out in Item 25 and Service Contracts more particularly set out in Item 23. The Seller will provide duly executed assignment documentation on the Settlement Date together with appropriate notice to the Tenants regarding assignment.

(10)

Rents and Income unpaid for any period prior to the Settlement Date and not adjusted between the parties at Settlement is not assigned to the Buyer but remains a debt due to the Seller in which case the provisions of Section 117 of the Property Law Act 1974 are not applicable.

(11)

any valid Certificate of Classification applicable to the uses of the Property stated in Item 15 which is required and must be issued prior to use or occupation as outlined under Section 114 of the Building Act 1975.

(12)

documents in the Seller’s possession reasonably required by the Buyer relating to the Property, in particular, but not exclusively, those relating to prior transfers, tenancies, licenses, warranties  and any unregistered dealings and in so doing assigns to the Buyer the benefit of such tenancies, licenses and warranties.

(13)

any other documents, including construction drawings and plans held by the Seller essential for the ongoing management of the Property.

(14)

where the Property is a workplace within the meaning of the Work Health and Safety Regulation 2011, over which the Seller has management or control, the Seller must give any Asbestos Register and Management Plan to the Buyer.

8.4

The Buyer shall be required to bear the cost of no more than four Bank Cheques in payment of the Balance Purchase Price.

8.5

The Seller will, prior to Settlement, remove all chattels and other property not included in the sale, and repair damage, if any, caused by such removal. Should the Seller fail to carry out such repairs the Buyer may do so and recover the cost of such repairs as liquidated damages from the Seller notwithstanding Settlement may have taken place.

8.6

Property not removed in accordance with Clause 8.5 shall be deemed abandoned and may be dealt with by the Buyer in any way the Buyer considers appropriate without obligation to account to the Seller.  Any costs incurred by the Buyer in dealing with this Property may be recovered from the Seller as liquidated damages notwithstanding Settlement may have taken place.

8.7

If the title document or other instruments relating to title or interest in property relate to other Lots, the Seller must produce those documents at the nearest office at which land title documents may be lodged for registration unless otherwise agreed to by both parties at the time of Settlement.  The Buyer shall provide such undertakings as the Seller may reasonably require in relation to the production of the title documentation.

8.8

In the case of the original instrument of title being partially cancelled any new separate instrument of title shall be obtained at the Buyer’s expense.

(1)

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

It is not required to obtain consent to this purchase under the Foreign Acquisitions and Takeovers Act 1975; or

(2)

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

It has obtained any and all consents under the Foreign Acquisitions and Takeovers Act 1975 to this purchase.

(1)

in the case of e-conveyance, at any time on the Settlement Date in accordance with Clause 8.1(8); or

(2)

otherwise on the Settlement Date at any time between the hours specified in Clause 8.2(2) of this Contract.

(1)

using e-conveyance, be treated as a financial obligation in respect of Clause 8.1(15); and

(2)

for non-e-conveyance be treated as an adjustment (Clause 8.2(4)(a)).

51.1

The Agent for either party to this Contract must comply with the provisions of the Australian Privacy Principles (Privacy Act 1988 (CTH)) and where required maintain a Privacy Policy.

51.2

The Privacy Policy outlines how the Agents collects and uses pPersonal iInformation provided by you (all parties) as a party to this Contract, or obtained by other means, to provide the services required by you or on your behalf.

51.3

You as a party to this Contract agree the Agent may, subject to the Privacy Act 1988 (CTH) (where applicable), collect, use and disclose such information to:

(1)

third parties as may be required by the Agent for the purposes of marketing, sales promotion, administration relating to the use of the Agent’s products and services and complying with legislative and regulatory requirements; and/or

(2)

property data collection agencies

51.3

You as a party to this Contract agree Agents may, subject to the Privacy Act 1988 (CTH) (where applicable), collect, use and disclose such information to third parties as may be required by the Agent for the purposes of facilitating electronic conveyancing, marketing, sales promotion and administration relating to the use of the Agent’s products and services, but must do so in compliance with legislative and regulatory requirements.

51.4

Without provision of certain information the your Agent may not be able to act effectively or at all on your behalf.

51.5

The parties You as party to this Contract have the right to access such pPersonal iInformation and may require correction or amendment of any inaccurate, incomplete, out of date or irrelevant information.

51.6

The An Agent will provide (where applicable), on request, a copy of its Privacy Policy.

(3)

Bank: A business carrying on a bank business as defined in section 5 of the Banking Act 1959 (CTH), the Reserve Bank or Bank constituted under State law.

A Bank as defined in the Banking Act 1959 (CTH), the Reserve Bank or Bank constituted under State Law.

(11)

Buyer: The Buyer named in Item 5, including any additional Buyers named listed in an attached annexure Special Conditions, Item (22).

(12)

Contract: means this Contract including Item Schedule, These Terms and Conditions, Special Conditions and any schedules attached annexures or documents referred to in the Item Schedule the Terms and Conditions and any Special Conditions.

(16)

Electronic Document: means any electronic communication (including Notices) as defined in the Electronic Transactions (Queensland) Act 2001 including any electronically generated document situated on an external server readily accessible via a link within an electronic communication or other electronically generated document.

(37)

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

(41)

Seller: The Seller named in Item 3, including any additional Sellers listed in an attached annexure named in Special Conditions, Item (22).

(1)

may in the case of an error, misdescription or encroachment, any one of which is of a material nature, elect (in writing to the Seller) to complete this Contract or terminate before Settlement; or

(2)

in the case of an error, misdescription or encroachment, any one of which is of an immaterial nature, disclosed by survey or otherwise, the Buyer must complete the purchase in accordance with the terms of this Contract.

(1)

may in the case of a material error or misdescription, elect (in writing to the Seller) to complete this Contract or terminate before Settlement.

(2)

in the case of an immaterial error or misdescription, either of which are immaterial, the Buyer must complete the purchase in accordance with the terms of the Contract.

37.1

Any notice to be served on any party under this Contract shall be in writing and may be served on that party:

(a)

by delivering the notice to the party personally; or

(b)

by leaving it for the party at the party’s address as stated in Items (3) or (5); or

(c)

by posting it to the party, by ordinary mail or security mail as a letter addressed to the party at the address as stated in Items (3) or (5); or

(d)

by a sender’s cleared facsimile transmission to the party's facsimile number in Items (3) or (5); or

(e)

if both parties agree and it is lawful, by electronic transmission to the party at the email address shown for that party in the Item Schedule. (Refer to Items (2) to (5) of this Contract); or

(f)

by delivery to the party’s solicitor’s office by any of the methods outlined in Clauses 37.1 (a) to 37.1 (e) above.

37.2

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

37.3

A facsimile notice shall be deemed to have been served when transmitted to the facsimile number, agreed upon by the recipient, at the time of the facsimile transmission in accordance with Section 24 of the Electronic Transactions (Queensland) Act 2001 and otherwise complies with legislation.

37.4

Notices given by a party's solicitor will be deemed to have been given by and with the authority of the party.

37.5

A Seller’s Agent shall, for the purpose of this Clause, be recognised as a party and may receive Notices in accordance with Clause 37.1 on the Seller’s behalf if authorised by the Seller. Where notice cannot otherwise be served on the Seller in accordance with this Clause, notice may be served on the Seller’s Agent.

37.6

Notices must be served before 5pm on a Business Day, failing which, such Notice will be deemed to have been served on the next Business Day.

49.1

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

49.2

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 transmitting a copy of it to the other or to the other party's Agent or Solicitor.

50.1

The parties agree and confirm documents may be forwarded electronically if the recipient has provided an email address or facsimile number, for delivery or service of documents, in the Item Schedule to this Contract.

50.2

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

50.3

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 photocopy or facsimile of that Contract) and transmitting a facsimile of it to the other or to the other party’s Agent or Solicitor.

50.1

The parties agree and confirm any documents and communications in relation to this Contract may be forwarded electronically and where this document has been forwarded electronically (either for signing or otherwise) the party receiving the document confirms having consented to the delivery of the document (and any other materials) by way of the electronic means of delivery before receiving the documentation.

50.2

A Related Document to be served on any party under this Contract shall be in writing and may be served on that party:

(1)

by delivering it to the party personally; or

(2)

by leaving it for the party at that party’s address as stated in this Contract; or

(3)

by posting it to the party by ordinary mail or security mail as a letter addressed to the party at the address as stated in this Contract; or

(4)

by electronic communication to the party at the appropriate electronic address as stated in this Contract; or

(5)

by delivery to the other party’s solicitor’s office; or

(6)

by delivery to an alternative address, provided in writing by the party, by any of the methods outlined in Clauses 50.2(1) to (5) above.

50.3

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.

50.4

A document sent by electronic communication will be deemed to have been received in accordance with Section 24 of the Electronic Transactions (Queensland) Act 2001.

50.5

Documents given by a party's solicitor will be deemed to have been given by and with the authority of the party.

50.6

Documents must be served before 5pm on a Business Day, failing which, such document will be deemed to have been served on the next Business Day.

50.7

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.

50.8

The parties agree to execution, delivery and service of documents electronically by a method provided by DocuSign or such other agreed electronic signature service provider.

(1)

Inspections in accordance with Clause 4

(2)

valuation, if required (under Clause 5 or otherwise)

(3)

reading of the water meter

(4)

one pre-settlement inspection in addition to Clauses 19(1) & 19(2).

(5)

survey in accordance with Clause 24

(a)

sections 166 588 (show cause notice) or 167 590 (enforcement notice) of the Sustainable Planning Act 2016 2009; or

(b)

sections 247 (show cause notice) or 248 (enforcement notice) of the Building Act 1975.

(1)

withhold from the purchase monies a sum equal to 10 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

(2)

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

(3)

promptly provide evidence of payment made in accordance with Clause 53.1(2) to the Seller

53.1

The parties acknowledge (subject to Clause 53.2) where the Purchase Price (plus less any applicable GST less any input tax credit) of the Property is two million dollars ($2,000,000) or more, the Buyer 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:

53.2

Where the Seller 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 Buyer’s obligation under Clause 53.1 will not apply.

The Buyer’s obligation under Clause 53.1 will not apply.

53.3

Payment made in accordance with Clause 53.1 will, for Settlement be treated as an adjustment (Clause 8.3(a)).

53.1

The parties acknowledge (subject to Clause 53.2) where the Purchase Price (less any GST) of the Property is two million dollars ($2,000,000) or more, the Buyer 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:

53.2

Where:

The Buyer’s obligation under Clause 53.1 will not apply.

53.3

Payment made in accordance with Clause 53.1 will, for Settlement be treated as an adjustment (Clause 8.3(a)).

51.1

The Agent collects and uses personal information provided by you (all parties) as a party to this Contract to provide the services required by you or on your behalf.

The Agent must comply with the provisions of the Australian Privacy Principles (Privacy Act 1988) and where required maintain a Privacy Policy.

51.2

The Privacy Policy outlines how the Agent collects and uses personal information provided by you (all parties) as a party to this Contract, or obtained by other means, to provide the services required by you or on your behalf.

51.3

You as a party to this Contract agree the Agent may, subject to the Privacy Act 1988 (CTH) (where applicable), collect, use and disclose such personal information to:

51.4

Without provision of certain information the Agent may not be able to act effectively or at all on your behalf.

51.5

The parties have the right to access such personal information and may require correction or amendment of any inaccurate, incomplete, out of date or irrelevant information.

51.6

The Agent will provide (where applicable), on request, a copy of its Privacy Policy.

12.1

This Lot is sold subject to BCCMA and the Body Corporate By-laws.

13

Body Corporate Matters

12.2

The Seller must give to the Buyer forthwith upon receipt from the Body Corporate, copies of any notices from or resolutions passed by the Body Corporate or any new or amended community management statement CMS recorded for the Scheme received after the Date of Contract.

12.3

The Buyer may terminate this Contract by written notice to the Seller (given at or prior to Settlement) if, after the Date of Contract but prior to Settlement, the Buyer becomes aware of any action taken, resolution passed or difference in any new or amended CMS (particulars of which have not been disclosed by the Seller in this Contract) by the Body Corporate which would materially prejudice the Buyer if compelled to complete the Contract.

12.4

Notice of termination must be given to the Seller within 14 days after the Seller gives the Buyer the information set out in Clause 13.1 hereof.

1.

received, read and signed the completed BCCM Section 206 – Disclosure Statement signed by the Seller or authorised person (accompanied by the current Community Management Statement for the Scheme)

2.

read this Instruction Page

3.

have, where applicable, received a copies of any Application or Order in accordance with Section 83 of the Neighbourhood Disputes Resolution Act 2011 as more particularly set out in Item (18)(b). under Chp 3 of the Neighbourhood Disputes Resolution Act 2011.

(a)

that the Buyer is satisfied with the inspection report/s; or

(b)

that the Buyer is not satisfied with the inspection report/s and terminates the Contract.

9.1

9.2

The Seller will, prior to Settlement, remove all chattels and other property not included in the sale, and repair damage, if any, caused by such removal.

9.3

Property not removed in accordance with Clause 9.2 shall be deemed abandoned and may be dealt with by the Buyer in any way the Buyer considers appropriate without obligation to account to the Seller.

9.4

Where the Seller has not satisfied its obligations under Clauses 9.1, 9.2 & 9.3 the Buyer may serve a notice on the Seller giving details of the failure to comply and requiring rectification prior to Settlement.

9.5

The Buyer, having notified the Seller prior to Settlement, may claim from the Seller the reasonable costs of effecting rectification of any damage or failure to maintain the Property in relation to Clauses 9.1 and 9.2 and costs incurred in dealing with property not removed in accordance with Clause 9.3 as liquidated damages notwithstanding Settlement may have taken place.  

9.6

With respect to Clauses 9.1 and 9.2, the Buyer must notify the Seller prior to Settlement, of its intention to make a claim.  A notice provided in accordance with Clause 9.4 and not complied with will satisfy this obligation.

9.7

9.3

If the Seller has not acted in accordance with Clause 9.1 & 9.2 the Buyer may claim from the Seller the reasonable costs of effecting rectification as liquidated damages notwithstanding Settlement may have taken place

(a)

required to be complied with by the Seller, which have not been fully complied with; or

(b)

which may adversely affect the Property or the Seller’s ability to complete this Contract; or

(c)

which may bind the Buyer

(a)

The Seller warrants as at the Date of Contract, unless disclosed prior to entering into this contract in accordance with Section 83 of the NDRA (refer to Item (18)(b)), Clause 16.4(b), the Seller warrants the Land is not subject to or affected by an Application or Order under Chapter 3 of the NDRA. Neighbourhood Disputes Resolution Act 2011.

(b)

where the Land is affected by an Application or Order under Chapter 3 of the Neighbourhood Disputes Resolution Act 2011 the Seller has, before entering into this Contract, provided a copy of the Application or Order, to the Buyer, insofar as is required by the Neighbourhood Disputes Resolution Act 2011.

(a)

terminate this Contract; or

(b)

prior to the Seller terminating the Contract, waive the benefit of this condition

(a)

Unless disclosed prior to entering into this Contract in accordance with Clause 16.4(b), the Seller warrants the Lot is not subject to or affected by an Application or Order under Chapter 3 of the Neighbourhood Disputes Resolution Act 2011.

(b)

where the Lot is affected by an Application or Order under Chapter 3 of the Neighbourhood Disputes Resolution Act 2011 the Seller has, before entering into this Contract, provided a copy of the Application or Order, to the Buyer, insofar as is required by the Neighbourhood Disputes Resolution Act 2011.

(a)

It is not required to obtain consent to this purchase under the Foreign Acquisitions and Takeovers Act 1975; or

(b)

It has obtained any and all consents under the Foreign Acquisitions and Takeovers Act 1975 to this purchase.

36.1

36.2

The Seller will promptly provide the Buyer with copies of all Work Orders received after the Date of Contract

36.3

Should the Buyer direct the Seller not to expend monies or carry out the works required by such Work Orders, the Buyer will indemnify the Seller against any claims in respect thereof

36.4

Subject to the Seller having complied with Section 83 of the Neighbourhood Disputes Resolution Act 2011, the Buyer must comply with any Work Orders or Notices affecting the Property issued by a competent authority subsequent to the Date of Contract that require compliance after Settlement

36.5

Costs incurred by one party in complying with any Work Order or Notice which, under Clause 36.1, is the responsibility of the other party shall be, to the extent of such costs, an Adjustment to the Purchase Price in favour of the party who has incurred the costs.

36.6

No contribution will be payable by the Seller with respect to construction or repair of any dividing fences between the Lot and any adjoining land unless under the Neighbourhood Disputes Resolution Act 2011 a Notice to Contribute with respect to a dividing fence has been served on the Seller prior to the date of this Contract in which case compliance with such notice shall be the responsibility of the Seller.

36.7

Where the Seller has not by Settlement complied with Clause 36.1(1) or 36.6 and no adjustment has been made to the Purchase Price to compensate for such non compliance, the Buyer may recover as a debt, from the Seller, the costs incurred by the Buyer in effecting such compliance.

36.4

The Buyer shall bear all costs towards construction or repair of any dividing fences between the Land and any adjoining land, unless a Notice served under the provisions of the Dividing Fences Act 1953, Section 8, is in force as at the date of this Contract, in which case such Notice shall be treated in the same manner as a Notice referred to in Clauses 36.1and 36.5.

36.5

In accordance with Clause 36.1 the Seller will forthwith provide the Buyer with copies of all Work Orders and Notices (including those under the Dividing Fences Act 1953) received after the Date of Contract and will not carry out any work without written consent of the Buyer which consent will not be unreasonably withheld.

36.8

Should the Contract not settle other than through default of the Buyer, the Seller will reimburse to the Buyer any monies reasonably expended by the Buyer in accordance with matters disclosed in Item (18).

36.9

Where, at the date of this Contract, the Lot is subject to an Application or Order under Chapter 3 of the Neighbourhood Disputes Resolution Act 2011, the Buyer acknowledges, on entering into this Contract:

13.1

The Seller must give to the Buyer forthwith upon receipt from the Body Corporate, give the Buyer copies of any notices from (including resolutions) or resolutions passed received from by the Body Corporate or any new or amended community management statement recorded for the Scheme received after the Date of Contract.

13.2

The Buyer may terminate this Contract by written notice to the Seller if, after the Date of Contract but prior to Settlement, any action taken, or resolution passed or difference in any new or amended community management statement (particulars of which have not been disclosed to the purchaser prior to the signing of this Contract) by the Body Corporate, after the Date of Contract, constitutes a material breach of any matters contained in Item (25) of this Contract would materially prejudice the Buyer if compelled to complete the Contract.

13.3

Notice of termination must be given to the Seller within 14 days after the Seller gives the Buyer the information set out in Clause 13.1 hereof.

13.3

Nothing in this Contract precludes the Buyer from terminating this Contract under the provisions of Section 224 of the BCCMA.

15.1

If the Seller is in default under this Contract then, providing the Buyer is not in default, the Buyer may, in addition to and without limiting other remedies, including action for damages and/or specific performance, by notice in writing to the Seller specifying the default, terminate or affirm this Contract.

15.2

Should the Buyer affirm this Contract the Buyer may, without prejudice to any other rights, sue the Seller for specific performance of the Contract and/or damages for breach as well as, or in lieu of, specific performance of the Contract.

15.3

Should the Buyer terminate this Contract the Buyer may, without prejudice to any other rights:

(1)

recover from the Seller/ Stakeholder the Deposit and any other monies paid by the Buyer under the Contract.

(2)

the Buyer will be entitled to any interest earned on a Deposit invested in accordance with Clause 3.7.

(3)

the Buyer, in addition is entitled to claim interest on any monies paid by the Buyer under the Contract (other than the Deposit) at the rate prescribed in Item (20) to be calculated from and including the date of payment by the Buyer up to, but excluding the date on which the money is repaid.

(4)

sue the Seller for damages.

15.4

Should the Seller fail to provide information as required by Clause 13.1 before Settlement, the Buyer may sue the Seller for damages.

15.5

Damages will include:

(1)

professional fees and costs incurred to satisfy the terms of this Contract.

(2)

legal costs on an indemnity basis.

16.1

The Seller warrants, unless otherwise disclosed in this Contract, that at the time of Settlement:

(1)

the Seller will be the Registered Owner of an estate in fee simple in the Lot.

(2)

it is the owner of all the Property

(3)

the Seller has full authority to enter into this Contract where the Seller is a trustee

(4)

there is no impediment to the Seller completing the sale.

(5)

the Seller is not insolvent or bankrupt nor has the Seller entered into an arrangement or composition with the Seller’s creditors.

(6)

the Seller, being an entity, subject to the Corporations Law is not insolvent, has not been placed in liquidation or official management, not entered into a compromise or arrangement with creditors and has no knowledge of any action which could cause these afore events mentioned to occur

(7)

there are no legal actions including unsatisfied judgments, Orders or writs affecting or which may affect the Property or any part of it.

(8)

there are no outstanding or unsatisfied Notices, Orders or demands with respect to any Act, Regulation or By-Law, required to be complied with by the Seller pursuant to Clause 35.1, which have not been fully complied with or which may adversely affect:

(a)

the Property, unless disclosed in Item (18); or

(b)

the Seller’s ability to complete this Contract.

(9)

the Seller has complied with all relevant environmental legislation in respect to the Property.

(10)

in the case of vacant land, the Property has been provided with a separate sewerage connection, unless otherwise disclosed in Item (26) (Special Conditions). This clause shall not apply to Property where other disposal systems are required and permissible by the local authority or council.

(8)

any Improvements to the Property not excluded in Item (13) will not have been removed by the Seller.

(9)

the Seller has complied with all relevant environmental legislation in respect to the Property. The Land is not subject to notice or order under the Environmental Protection Act 1994, nor are particulars of the Land recorded under the Environmental Management Register or Contaminated Land Register.

16.2

It is acknowledged and agreed by the parties hereto that any Building approval defect listed as a requisition in the local authority's building records does not constitute a Notice or an Order as contemplated by Clause 36.1.

16.3

The Seller warrants at the Date of Contract, unless otherwise disclosed in Item (22):

(1)

the correct community management statement for the Scheme provided prior to signing this Contract is in full force of effect and except as otherwise disclosed in this Contract, there is no proposed change or Body Corporate meeting called proposing any change, or resolution in respect to current community management statement. ;or

(2)

there are no impediments registered or unregistered with respect to or affecting indefeasibility of common property or Body Corporate assets. ;or

(3)

the Scheme community management statement is complete in its allocations with respect to details affecting the Lot, and/or the registered owner. ;or

(4)

improvements to the common property and exclusive use rights which benefit the Lot or the registered owner are current and have all necessary consents, approvals and by-laws from the Body Corporate.

(5)

the information contained in Item (16) is correct

(6)

the information contained in Item (21) is correct.

16.4

If a warranty set out in Clause 16.1 (1) to (7) (excluding matters disclosed in Item (18) or Item (26)) is incorrect or is breached by the Seller, the Buyer may by notice to the Seller terminate this Contract

16.5

If the warranty set out in Clause 16.1(8) or 16.1(9) is incorrect or is breached by the Seller, the Buyer may by notice to the Seller given within 14 days after the Buyer’s copy of the Contract is received by the Buyer:

(a)

forthwith terminate this Contract; or

(b)

elect to complete this Contract and reserve its rights to claim compensation.

16.6

If a warranty set out in Clause 16.3 (1) to (5) (excluding matters disclosed in Item (22)) is incorrect or is breached by the Seller, the Buyer may by notice to the Seller given prior to Settlement, where the Buyer would be materially prejudiced if compelled to complete the Contract:

(a)

forthwith terminate this Contract; or

(b)

elect to complete this Contract and reserve its rights to claim compensation providing notice to this effect has been given to the Seller in writing at or prior to Settlement.

16.7

If the warranty set out in Clause 16.3(6) is incorrect or is breached by the Seller the Buyer may by notice to the Seller given within 14 days after the Buyer’s copy of the Contract is received by the Buyer, terminate this Contract.

16.4

If a warranty set out in:

(1)

Clause 15.1 (excluding matters disclosed in Item (18) with relation to Clause 15.1 (8) or disclosed in Item (26))

(2)

Clause 15.3 (excluding matters disclosed in Item (22)) is incorrect or is breached by the Seller, the Buyer may:

(a)

where the Buyer is materially prejudiced, by notice to the Seller given not later than 5pm on the Business Day immediately preceding the Settlement Date, rescind this Contract; or

(b)

elect to complete this Contract and reserve its rights to claim, compensation providing notice to this effect has been given to the Seller in writing at or prior to Settlement.

16.8

Any notice of termination given to the Seller under Clause 16.4, 16.5, 16.6 or 16.7 must set out clearly, details of the incorrect or breached warranty.

16.9

Nothing in this Contract precludes the Buyer from terminating this Contract under the provisions of Section 224 of the BCCMA.

52.1

The Agent collects and uses personal information obtained provided by from you (all parties) as a party to this Contract to provide the services required by you or on your behalf.

52.2

You as a party to this Contract agree the Agent may subject to the Privacy Act 1988 (CTH) for (where applicable) collect, use and disclose such personal information to: in accordance with and subject to the Privacy Act 1988 (CTH) for (where applicable):

(1)

third parties as may be required by the Agent for the purposes of marketing, sales promotion and administration relating to the use of the Agent’s products and services and complying with legislative and regulatory requirements; and/or

(2)

data collection agencies

52.3

Without provision of certain information the Agent may not be able to act effectively or at all on your behalf.

52.4

The parties have the right to access request the Agent provide details of such personal information and may require correction or amendment of any inaccurate, incomplete, out of date or irrelevant information. also correct any inaccurate or out of date information.

(a)

It is not required to obtain consent to this purchase under the Foreign Acquisitions and Takeovers Act 1975; or

(b)

It has obtained any and all consents under the Foreign Acquisitions and Takeovers Act 1975 to this purchase.

51.1

The Agent collects and uses personal information obtained from you (all parties) as a party to this Contract to provide the services required by you or on your behalf. You as a party to this Contract agree the Agent may collect, use and disclose such personal information in accordance with and subject to the Privacy Act 1988 (CTH) for (where applicable):

(1)

marketing; and/or

(2)

sales promotion and administration; and/or

(3)

legislative and regulatory requirements relating to promotion, administration and use of the Agent’s products and services

51.2

Without provision of certain information the Agent may not be able to act effectively or at all on your behalf. The parties Client have the right to request the Agent provide details of such information and also correct any inaccurate or out of date information.

(a)

on Settlement; or

(b)

in case of the Buyer’s Default, on default

(1)

the Deposit Holder will, if requested by either of the parties, invest the Deposit in its name as trustee for the Buyer and the Seller in an interest bearing account in both parties’ names with a Bank, Building Society or Credit Union its name as trustee for the Buyer and the Seller until the Settlement Date or as otherwise instructed by the parties.

(2)

the parties will supply to the Deposit Holder, prior to the investment of the Deposit, their tax file numbers and acknowledge that if the tax file numbers are not provided then they accept that the interest earned on the Deposit may be taxed at the highest rate allowable.

(3)

the Deposit and the interest are is at the risk of the party who is ultimately entitled to the Deposit

(4)

subject to subclause 5 hereof the interest on the Deposit will be paid to the party who becomes, and is, entitled, to the Deposit at Settlement and such party will be solely responsible for any tax liability on such monies.

(5)

the interest is payable to the party entitled to the deposit in accordance with Clauses 3.5 and 3.6.

(5)

(6)

the Deposit Holder will lodge any necessary taxation return, and may pay any tax out of the Deposit and interest. The Buyer and the Seller equally indemnify the Deposit Holder against any tax payable.

(7)

all costs in relation to this investment will be borne by the party referred to in Clause 3.7 (3) and may be recovered by the Deposit Holder out of the Deposit and interest.

(8)

the Deposit Holder does not have to account to the Buyer or the Seller for interest for distribution until the investment of the Deposit matures and the bank debits tax and any other charges or expenses are deducted from the interest.

(9)

a Stakeholder, being a licensed Agent, may not invest the Deposit if the sale is to be completed on a contractually ascertainable day less more than 60 days after the Deposit is received.

4.1

The Contract is subject to and conditional upon the Buyer obtaining, by the Inspection Date (or such extended date as may be agreed) specified in Item (11), a building and/or pest report Item (11), satisfactory to the Buyer, excluding Acknowledged Defects / Exclusions.

4.2

In compliance with this Clause the Buyer will promptly, after the signing of this Contract by the Seller, take all reasonable steps to obtain the building and/or pest report.

4.3

If required by relevant legislation licensed inspectors should be employed to provide inspection reports.

4.4

If any inspection report specified in Clause 4.1 is not satisfactory to the Buyer, the Buyer must, promptly upon receipt of the inspection report, may by notice to the Seller terminating this Contract. by 5.00 p.m. on the Inspection Date terminate this Contract. The Buyer may however, waive the benefit of this condition at any time prior to termination of the Contract.

4.4

Should the Buyer not notify the Seller in accordance with the provisions of Clause 4.4 the Buyer will be deemed to be satisfied with the Inspections.

4.5

The Buyer must at all times act reasonably.

4.5

This Contract is not terminated until notice is given.

4.6

Should the Buyer not give notice to the Seller in accordance with Clause 4.3 by 5.00 p.m. on the Inspection Date the Buyer will be deemed to be satisfied with the Inspections.

4.6

The Buyer will, if required by the Seller, promptly provide copies of the relevant sections of any inspection reports relied upon to terminate this Contract.

4.7

Where the Buyer has given notice of termination in accordance with Clause 4.3 but has failed, when requested by the Seller, to provide a copy of the relevant report, the termination will not take effect until after such copy has been provided to the Seller.

4.7

If the Buyer refuses to comply with a request in accordance with Clause 4.6 the Buyer will be deemed to be not acting reasonably.

4.8

All monies paid by way of Deposit will be forthwith refunded to the Buyer once this Contract is terminated in accordance with this clause.

4.9

In respect of white-ants, risk in itself will not constitute a reason for termination of this Contract.

(a)

terminate this Contract; or

(b)

prior to termination, waive the benefit of this condition

(a)

obtains finance approval; or

(b)

waives the benefit of Clause 5.1,

TC  =

Total Usage Charge as at the Adjustment Reading Date

RD  =

Days between the previous reading and Adjustment Reading Date

AD  =

Adjustment Days. The number of days between the Adjustment Reading Date and Settlement Date.

(1)

all Rents, Income profits and Outgoings in respect to the Property whether discoverable by search or not

(2)

all relevant information and documents  relating to the Property, in particular those documents relating to Leases and or Service Contracts, licenses, warranties, and any unregistered dealings as required by the Buyer

(3)

photocopies of other relevant documents executed by the Seller;

(4)

if requested by the Buyer a notice enabling the transferee to work out how Division 10D of Part III of the ITAA will apply to the transferee’s holding or lease of the building; and

(a)

the Property, unless disclosed in Item (16); or

(b)

the Seller’s ability to complete this Contract.

(1)

Clause 15.1 (excluding matters disclosed in Item (18) with relation to Clause 15.1 (8) or disclosed otherwise in Item (26))

(2)

Clause 15.3 (excluding matters disclosed in Item (22))

(a)

where and the Buyer is materially prejudiced, the Buyer may by notice given to the Seller given not later than 5pm on the Business Day immediately preceding prior to the Settlement Date, rescind this Contract; or

(b)

the Buyer may elect to complete this Contract and reserve its rights to claim, in writing, compensation from the Seller providing notice to this effect has been given to the Seller in writing at or the claims are made prior to Settlement.

(a)

in the case of an material error, misdescription or encroachment, any one of which is of a material nature, elect (in writing to the Seller) to complete this Contract or terminate before Settlement; or

(b)

in the case of an immaterial error, misdescription or encroachment, any one of which is of an immaterial nature, disclosed by survey or otherwise, in the dimensions of the Land or any immaterial encroachment or mis-description, the Buyer must complete the purchase in accordance with the terms of this Contract.

(a)

in the case of an error or misdescription, either of which are material, elect (in writing to the Seller) to complete this Contract or terminate before Settlement.

(b)

in the case of an error or misdescription, either of which are immaterial, the Buyer must complete the purchase in accordance with the terms of the Contract

(a)

The Buyer shall only be entitled to claim compensation if notice of such claim is given at or before Settlement and such notice clearly details the error, misdescription or encroachment giving rise to such claim.  Any claim for compensation shall be limited to monetary compensation only.

(b)

Any such claim for compensation does not entitle the Buyer to delay Settlement or withhold any of the purchase monies.

27.1

The Seller must, prior to Settlement, provide to the Buyer current copies of all relevant documents in the Seller’s possession reasonably required by the Buyer relating to the Property, in particular those relating to tenancies, licenses, warranties, and any unregistered dealings.

27.2

The Seller by this Contract consents to and authorises the Buyer to inspect the records of relevant authorities including body corporate and obtain any necessary certificates relating to the Land and/or Lot and Improvements.

35.1

35.2

The Buyer must comply with any Work Orders or Notices issued by a competent authority subsequent to the Date of Contract that require compliance after Settlement.

35.3

The Costs incurred by one party in complying with of any Work Order or Notice complied with by one party which, under Clause 35.1, is the responsibility of the other party shall be, to the extent of such costs, an Adjustment to the Purchase Price in favour of the party who has incurred the costs.

35.4

The Buyer shall bear all costs towards construction or repair of any dividing fences between the Land and any adjoining land, unless a Notice served under the provisions of the Dividing Fences Act 1953, Section 8, is in force as at the date of this Contract, in which case such Notice shall be treated in the same manner as a Notice referred to in Clauses 35.1and 35.3.

35.5

In accordance with Clause 35.1 the Seller will forthwith provide the Buyer with copies of all Work Orders and Notices (including those under the Dividing Fences Act 1953) received after the Date of Contract and will not carry out any work without written consent of the Buyer which consent will not be unreasonably withheld.

35.6

Should the Contract not settle other than through default of the Buyer, the Seller will reimburse to the Buyer any monies reasonably expended by the Buyer in accordance with matters disclosed in Item (18).

(a)

when the Supply of a Going Concern option, as per Clause 40, is was chosen then the Buyer must pay to the Seller the amount of GST payable on the supply of the Property; or

(b)

when the Seller has chosen a Margin Scheme option as per Clause 41 then Clause 44.1 (b) shall apply.

50.1

By signing this Contract all parties agree to having given prior approval, in accordance with the Electronic Transactions (Queensland) Act 2001, for electronic transmission of this Contract and any other related contracts, for signing purposes or otherwise, as far as such means of communication have been indicated in this document (ie. Facsimile numbers & email addresses).

50.2

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

50.3

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 photocopy or facsimile of that Contract) and transmitting a facsimile of it to the other or to the other party’s Agent or Solicitor.

(a)

Clause 35.1 (2) is not correct at the time of Settlement subject to 35.1 (2) (c); or

(b)

the supply is no longer a Supply of a Going Concern due to circumstances not relating to a breach by either party; or

40.1

By selecting option (e) in Item (24) the Seller states that G.S.T is not included in the Purchase Price stated in Item (7) of the Item Schedule and warrants that GST is not applicable to the transaction.

40.2

Should the Australian Taxation Office determine that there is a GST liability with respect to the sale, the Seller will pay the GST liability as assessed.