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

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

 

11 Sep 2018 v4.8

Additions / Changes:

 

All fax fields removed.

 

All references to 'Department of Natural Resources and Energy' changed to 'Department of Natural Resources, Mines and Energy'.

 

Item 27 Note

(*) Witness Signature is not required where a party signs electronically (refer Clause 50.9)

IMPORTANT NOTE:

All Parties should sign annexures, initial any alterations to the Contract and, except where the Contract is signed electronically, initial at the bottom of each page of the Contract (Failure to do so does not invalidate this Contract)

 

Clause 50.1

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

 

Clause 50.8

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

 

Clause 50.9

Where a party signs this Contract electronically that party’s signature is not required to be witnessed.

 

07 May 2018 v4.7

Additions / Changes:

 

Title

CONTRACT FOR SALE OF COMMERCIAL LOTS

IN A COMMUNITY TITLES SCHEME

(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 3

SELLER

Note: If insufficient room list additional Names and Addresses in Item (26) (Special Conditions)

Name:      …………………………………………………………………………………………………………

Address:   ……………………………………………………………………… ACN: …………………………

                  …………………………………………………………………… ABN: …………………………

Phone:     (…)……………………… Fax: (…)……………………… Mobile: ……………………………….

Email:       ………………………………………………………… Contact: …………………… Notices*:__

Solicitor/Self Acting ……………………………………………………………………………………………

Address:   …………………………………………………………………………………………………………

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

Phone:     (…)……………………… Fax: (…)……………………… Mobile: ……………………………….

Email:       ………………………………………………………… Contact: …………………… Notices*:__

 

Item 5

BUYER

Note: If insufficient room list additional Names and Addresses in Item (26) (Special Conditions)

Buyer:       …………………………………………………………………………………………………………

Address:    ……………………………………………………………………… ACN: …………………………

                ……………………………………………………………………… ABN: …………………………

Phone:     (…)……………………… Fax: (…)……………………… Mobile: ………………………………..

Email:       ………………………………………………………… Contact: …………………… Notices*:__

Solicitor/Self Acting ……………………………………………………………………………………………

Address:   …………………………………………………………………………………………………………

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

Phone:     (…)……………………… Fax: (…)……………………… Mobile: ……………………………….

Email:       ………………………………………………………… Contact: …………………… Notices*:__

* By checking the Notices box, that party agrees to receive Notices via email to the specified email address (Clause 37.1(e)).

 

Item 14 Header

INCLUDED CHATTELS   Note: If insufficient space attach inventory

 

Item 18 Header

WORK ORDERS / NOTICES / APPLICATIONS (if insufficient space, attach schedule)  

 

Item 23 Header

SERVICE CONTRACTS   All Service Contracts must be noted here   (if insufficient room attach schedule)

 

Item 25 Header

LEASES   All Leases must be noted here (if insufficient room attach schedule)

 

Item 26 Header

SPECIAL CONDITIONS   (If insufficient space attach an separate sheet)

 

Buyers signatures moved above Sellers signatures in Item 27.

 

Item 27 Note

IMPORTANT NOTE:

(1) All Parties should MUST sign annexures, initial any alterations to the Contract and initial at the bottom of each page of the Contract (Failure to do so does not invalidate this Contract)

(2) All Parties should initial at the bottom of each page of the Contract (Failure to do so does not invalidate this Contract)

 

Clause 1

Defined terms have the same meaning throughout this Contract.

In this Contract (which includes the Item Schedule) the following terms mean:

(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).

 

Clause 24

The Buyer may inspect the Property and in so doing cause a survey to be made of the Lot and fixed and permanent structures thereon and should there be an error or misdescription with respect to the dimensions of the Lot or an encroachment onto or from the Lot the Buyer may:

(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.

 

Clause 25

In the case of a material or immaterial error or misdescription of the Property, including the Seller’s title thereto, the Buyer may:

(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.

 

Clause 37

Notice

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.

 

Clause 49

Execution of Contract

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.

 

Clause 50

Provision of Documents

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.

 

Clause 50

Related Documents / Notices / Electronic Communication

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.

 

12 Oct 2017 v4.6

Additions / Changes:

 

Clause 19

On the giving of reasonable notice to the Seller, the Buyer, and/or designated representative, may, at reasonable times, prior to Settlement, inspect the Property for the purposes of:

(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

 

03 Jul 2017 v4.5

Additions / Changes:

 

Clause 22

Should there be outstanding Notices at the Date of Contract under:

(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.

The Buyer may terminate the Contract by written notice to the Seller.

 

01 Jul 2017 v4.4

Additions / Changes:

 

Item 25 Title

LEASES CONTRACTS

 

Clause 1(26)

Land Tax Clearance Certificate: A certificate issued by the Commissioner of Land Tax Office of State Revenue that describes the land charged, and showing whether or not any land tax remains unpaid on the land described in the application and where land tax remains unpaid, the amount thereof. (Section 60(5)(a),(b) of the Land Tax Act 2010.)

 

Clause 6.9(1)

Should the Commissioner of Land Tax Office of State Revenue not have issued a Land Tax Clearance Certificate to the Buyer by the Adjustment Date, then in such case the parties agree the Buyer will retain in his Solicitor’s Trust Account such sum, from the settlement monies, as the Commissioner of Land Tax Office of State Revenue specifies in writing would be prudent to cover any land tax liability outstanding for the period up to and including 30th June immediately preceding the Adjustment Date. And, upon a Land Tax Clearance Certificate issuing, the Buyer undertakes and agrees to direct the Solicitor to pay from the funds held in the Trust Account so much of those funds as may be necessary to obtain for the Buyer a Land Tax Clearance Certificate.  Any balance funds remaining shall be paid to the Seller.

This obligation is a continuing obligation and does not lapse at Settlement.

 

Clause 53.1

The parties acknowledge (subject to Clause 53.2) where the Purchase Price (plus applicable GST less any input tax credit) of the Property is two million seven hundred and fifty thousand dollars ($2,000,000 $750,000) 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:

(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

 

27 Jul 2016 v4.3

Additions / Changes:

 

Clause 53

Withholding – Capital Gains

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:

(1)

withhold from the purchase monies a sum equal to 10% 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

53.2

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.

(1)

the Property is excluded under section 14-215 of Schedule 1 from the requirements of the withholding payment provisions; or

(2)

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.

53.3

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

 

01 Jul 2016 v4.2

Additions / Changes:

 

Clause 53

Withholding – Capital Gains

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:

(1)

withhold from the purchase monies a sum equal to 10% 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

53.2

Where:

(1)

the Property is excluded under section 14-215 of Schedule 1 from the requirements of the withholding payment provisions; or

(2)

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.

53.3

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

 

11 Jun 2015 v4.1

Copyright statement updated.

 

01 Dec 2014 v4.0

Additions / Changes:


Instruction Page

Important Instructions page deleted.


Item 1

DATE OF CONTRACT DATE


Item 27

Buyer’s Acknowledgement

By signing below the Buyer/Buyers Agent acknowledges, prior to signing this contract, having, where applicable, received copies of any Application or Order in accordance with Section 83 of the Neighbourhood Disputes (Dividing Fences and Trees) Act 2011 as more particularly set out in Item (18)(b).

 

Signature Section reformatted.

 


Clause 1(14)

Date of Contract: The date as set out in Item (1) unless otherwise specified or the date of the last party signing, whichever is the later.


Clause 3.7

Investment of the Deposit: (Note: see Section 17 380 of the Agents Financial Administration Act 2014 Property Agents and Motor Dealers Act 2000)


Clause 4.10

Inspectors who conduct building inspections for the purposes of this Contract must be licensed as Building Inspectors in accordance with the Queensland Building and Construction Commission Services Authority Act 1991.


Clause 8.3(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 95 (1) of the Building Act 1975 Standard Building Regulation 1993.


Clause 35.1(1)(a)

issued on or before the Date of Contract Date; or


Clause 40.4

In the event that the supply is assessed not to be a Supply of a Going Concern, the relevant GST assessed together with any fines, or penalties or interest determined by the Commissioner levied under Section 40 and Schedule 1 of the Taxation Administration Act 2001 will be payable by that party who failed to perform their obligations under the Going Concern provisions of the GST Act. Such monies to be paid promptly on receipt of the Commissioner’s assessment and delivery of a GST compliant invoice.

 

12 Mar 2014 v3.9

Additions / Changes:

 

Clause 51

Privacy Statement

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:

(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

51.4

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.

 

16 Sep 2013 v3.8

Additions / Changes:


Clause 1(26)

Land Tax Clearance Certificate: A certificate issued by the Commissioner of Land Tax that describes the land charged, and showing whether or not any land tax remains unpaid on the land described in the application and where Land tax remains unpaid, the amount thereof. (Section 37 (1A) 60(5)(a), (b) of the Land Tax Act 2010)

 

01 Aug 2013 v3.7

Additions / Changes:


Important Instructions

Item G(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)


Item 11(b)

Community Management Statement: Yes/No

(regarding the current registered CMS available from the Department of Natural Resources and Mines)


Clause 1(13)

CMS: means Community Management Statement as registered, or capable of being registered, with the Department of Natural Resources and Mines.


Clause 4

Property Inspections


Clause 4.1

The Contract is subject to and conditional upon the Buyer obtaining, at their own expense, 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.


Clause 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 CMS and building and/ or pest report.


Clause 4.12

In respect of Item 11(b) where the Buyer has promptly requested the CMS report from the relevant authority and such request has not been satisfied at the Inspection Date (Item 11) the parties will extend the Inspection Date for the CMS to a day two business days after receipt of the CMS by the Buyer.


Clause 12

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.



Clause 15.3(1)

the CMS 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 the current operation and management of the scheme.


Clause 15.3(3)

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

 

22 Apr 2013 v3.6

Additions / Changes:


Instructions Page Item G(3)

where applicable, received copies of any Application or Order in accordance with Section 83 of the Neighbourhood Disputes (Dividing Fences and Trees) Resolution Act 2011 as more particularly set out in Item (18)(b).


Clause 1(28)

NDRA: means the Neighbourhood Disputes (Dividing Fences and Trees) Resolution Act 2011.


Clause 3.7

Investment of the Deposit: (Note: see Section 380 of the Property Agents and Motor Dealers Act 2000)

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

 

30 Jan 2012 v3.5

Additions / Changes:


Instructions Page Item G

By signing below I/we the Buyer/Buyer’s Agent acknowledges that, prior to signing the Proposed Relevant Contract, having I/we:

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.


Item 18(b)

Copies of Applications or Orders given to the Buyer in accordance with Section 83 of the NDRA prior to the Date of Contract:

1. ……………………………………………….:  ……………………………………………….   Date:.…/.…/…..

2. ……………………………………………….:  ……………………………………………….   Date:.…/.…/…..


Clause 1(15)

Encumbrance: means matters affecting title to the Property, both registered and un-registered, including statutory easements, and rights referred to in the Certificate of Title and personal property security interests as defined in Section 12 of the Personal Property Securities Act 2009 (Cth).


Clause 1(28)

NDRA: means the Neighbourhood Disputes Resolution Act 2011.


Clause 3.1

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


Clause 3.7(9)

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


Clause 4.1

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


Clause 4.3

Upon receipt of any inspection report, the Buyer must promptly, but no later than 5pm on the Inspection Date, give notice to the Seller:

(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.


Clause 4.3

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


Clause 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, notice to the Seller terminating this Contract.  The Buyer may however, waive the benefit of this condition at any time prior to termination of the Contract.


Clause 4.5

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 Seller may, by notice, terminated this Contract. Buyer will be deemed to be satisfied with the Inspections.


Clause 4.6

In respect to Clause 4.3(b) and 4.5, 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(a), where upon this Contract will be in full force and effect.


Clause 4.7

Where the Buyer has given notice of termination in accordance with Clause 4.3(b) 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 after such copy has been provided to the Seller.


Clause 4.8

Should this Contract be terminated in accordance with the provisions of Clause 4, Clause 3.6 will apply.


Clause 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.


Clause 4.10

Inspectors who conduct building inspections for the purposes of this Contract must be licensed as Building Inspectors in accordance with the Queensland Building Services Authority Act 1991.


Clause 4.11

Clause 4 does not apply where the Property is sold by auction.


Clause 5.3

The Buyer must give notice to the Seller immediately upon approval/rejection of Finance in accordance with Clause 38 (Notice) and in any case, not later than the Finance Date.


Clause 5.7

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


Clause 5.8

Should the Buyer not obtain Finance Approval by the Finance Date and not give notice in accordance with Clause 5.4, and then subsequently obtains Finance Approval and notifies the Seller prior to the Seller giving notice to terminate this Contract in accordance with Clause 5.5, then the Buyer will have complied with the requirement to obtain a loan in the Finance Amount and this Contract will be in full force and effect.


Clause 6.17

Where information regarding Outgoings, Rents and income details are not otherwise available, the Seller will, upon request, provide details from records in the Seller’s possession.


Clause 8.3

On the Settlement Date the Buyer must, payment of 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 ):


Clause 8.3(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.


Clause 8.3(4)

the instrument of title, if any, for the Land any title document in respect to the Land free from Encumbrances unless detailed in Item (19).


Clause 8.3(5)

in compliance with Clause 18, 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.


Clause 8.3(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.


Clause 8.3(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.


Clause 8.3(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.


Clause 8.3(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.


Clause 9

9.1

(1)

The Seller must maintain the Property in the condition as at the Date of Contract 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).

(2)

The Seller will not be liable for loss or damage to the Property unless caused by the Seller’s neglect or fault. Should there be damage or loss to the condition of the Property the Buyer may not delay Settlement or withhold monies.  However, the Buyer may claim the reasonable costs of effecting rectification from the Seller as liquidated damages notwithstanding Settlement may have taken place.  The Buyer must however notify the Seller, prior to Settlement, of its intention to make a claim.

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

(a)

the Seller will immediately advise the Buyer in the form required under Clause 38 hereof of any breach of Lease or any matters which may adversely affect performance of any Lease in respect of this Contract

(b)

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 without the Buyer’s written consent which consent will not, subject to the conditions of the relevant Lease, be unreasonably refused.

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


Clause 16.1(7)

and except as provided in Clause 16.4(b), the Seller has no knowledge of any legal actions affecting or which may affect the Land or the Property or any part of it.


Clause 16.1(8)

except as disclosed in Item (16)(a) and (16)(b) and excluding Applications and Orders under Section 83 of the Neighbourhood Disputes Resolution Act 2011 disclosed as required by Clause 16.4(b), there will be no 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

(b)

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

(c)

which may bind the Buyer


Clause 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 Work Order as contemplated by Clause 36.1.


Clause 16.4

(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.


Clause 16.9

If a warranty set out in Clause 16.4(a) is incorrect or is breached by the Seller, the Buyer may terminate the Contract at any time before the Contract settles by giving a signed, dated notice of termination to the Seller or the Seller’s Agent stating that the Contract is terminated under Section 86 of the NDRA Neighbourhood Disputes Resolution Act 2011.


Clause 20

Inspection (pre Settlement)


Clause 22.2(c)

compliance with or application of any Government or local Government requirements, proposal or notices,  statutory or otherwise (including Transport Infrastructure and notice of intention to resume) with respect to the Lot Land or adjoining land will materially adversely affect the Property; or


Clause 28.1

The Seller must, if requested by the Buyer, 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.


Clause 28.2

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 and Improvements. and chattels if any included in this sale.


Clause 36.1(2)

Provided however, where, at the date of this Contract, the Lot is subject to an Application or Order under Chapter 3 of the NDRA Neighbourhood Disputes Resolution Act 2011 and notice has been given in accordance with Section 83 of the NDRA, Clause 16.4(b), the provisions of Clause 36.1(1)(a) will not apply.


Clause 36.4

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


Clause 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 NDRA 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.


Clause 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 noncompliance, the Buyer may recover as a debt, from the Seller, the costs incurred by the Buyer in effecting such compliance.


Clause 36.9

Where, at the date of this Contract, the Lot is subject to an Application or Order under Chapter 3 of the NDRA Neighbourhood Disputes Resolution Act 2011, and notice has been given in accordance with Section 83 of the NDRA, the Buyer acknowledges, on entering into this Contract:

 

01 Nov 2011 v3.4

Additions / Changes:


Instructions Page

Instructions Page Added


Item 6

Scheme:…………………………………..……. Community Titles Scheme: ……………..………….……………

Community Title Scheme (Name and No.): ……….………………..…………………………….………………….

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


Item 7

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).


Item 10

Complete all details for Clause 5 to apply If you do not complete all details Clause 5 will not apply


Item 12

Place: ………………………………………………………………............……………… (Suburb, city or Town)


Item 13

Note: unless excluded, all Improvements are included        


Item 14

Note: includes all Improvements unless excluded in Item (13).


Clause 1(13)

Date of Contract: The date as set out in Item (1) of the Item Schedule unless otherwise specified.


Clause 1(15)

Encumbrance: means matters affecting title, both registered and un-registered, including statutory easements and rights referred to in the Certificate of Title.


Clause 1(23)

Item: means items detailed in the Item Schedule of this Contract


Clause 1(27)

Local Government: the local government established under the Local Government Act 2009 having authority with respect to the Property.


Clause 1(31)

Property: The Land described in Item (6) together with Improvements described in Clause 1(20) and the included chattels described in Item (14) of the Item Schedule.


Clause 1(32)

Purchase Price: The sum referred to in Item (7) of the Item Schedule


Clause 1(45)

Work Order: a valid notice or order issued by a court, tribunal or other competent authority or notice served or issued in compliance with an Act or Regulation that requires work to be done, or monies spent, on or in relation to the Property.


Clause 5.4

If the Buyer, after complying with Clause 5.2, through no default on the Buyer’s part, has not obtained the Finance approval by the Finance Date then the Buyer may by giving notice to that effect to the Seller:

(a)

terminate this Contract; or

(b)

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


Clause 6.13

The Seller may direct the Buyer to provide on Settlement a cheque payable to the relevant authority or Body Corporate for Outgoings assessed but unpaid at the Adjustment Date. It shall be the Buyer's responsibility to forward such cheque to the relevant assessing authority or Body Corporate forthwith. This will be an adjustment for the purposes of Clause 6.1.


Clause 8.3(4)

any title document in respect to the Land free from Encumbrances unless detailed in Item (19) of the Item Schedule.


Clause 8.3(7)

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


Clause 8.3(10)

any valid Certificate of Classification applicable to the uses of the Property stated in Item (15) of the Item Schedule which is required and must be issued prior to use or occupation as outlined under Section 95 (1) of the Standard Building Regulation 1993.


Clause 16.1(7)

and except as provided in Clause 16.4(b), the Seller has no knowledge of any legal actions affecting or which may affect the Land or the Property.


Clause 16.1(8)

except as disclosed in Item (18) and excluding Applications and Orders disclosed under Section 83 of the Neighbourhood Disputes Resolution Act 2011 as required by Clause 16.4(b), there will be are no legal actions including outstanding or unsatisfied judgments, Work Orders, demands or writs with respect to any Act, Regulation or By-Law, required to be complied with by the Seller which have not been fully complied with affecting or which may adversely affect the Property or the Seller’s ability to complete this Contract. any part of it.


Clause 16.4

(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.


Clause 16.9

If a warranty set out in Clause 16.4(a) is incorrect or is breached by the Seller, the Buyer may terminate the Contract at any time before the Contract settles by giving a signed, dated notice of termination to the Seller or the Seller’s Agent stating that the Contract is terminated under Section 86 of the Neighbourhood Disputes Resolution Act 2011.


Clause 17

Foreign Investment Approval Buyer Warrants

The Buyer warrants:

(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.


Clause 22.2(c)

compliance with or application of any Government or local Government requirements, proposal or notices,  statutory or otherwise (including Transport Infrastructure and notice of intention to resume) with respect to the Land or adjoining land will materially adversely affect the Property; or


Clause 22.2(g)

the Lot or part of it is declared as acquisition land under the Queensland Reconstruction Authority Act 2011.


Clause 33

Any Special Conditions to this Contract shall form part of this Contract. Should there be any inconsistency between the Terms and Conditions or any additional conditions and the Special Condition the Special Condition shall apply


Clause 36

Work Orders and Notices

36.1

(1)

The Seller must, by Settlement, comply with any Work Orders or Notices affecting the Property: issued by a competent authority on, before or subsequent to the Date of Contract that require compliance by Settlement.

 

(a)

issued on or before the Contract Date; or

(b)

requiring compliance by Settlement

(2)

Provided however, should the Buyer direct the Seller not to carry out the works, the Buyer will indemnify the Seller against any claims in respect of such Work Orders or Notices.

(2)

Provided however, 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 and notice has been given in accordance with Clause 16.4(b), the provisions of Clause 36.1(1) will not apply.

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:

(1)

the Buyer will be joined as a party to proceedings relating to the Application; and

(2)

on Settlement, will be bound by the Order to the extent the Seller has not carried out the work required under the Order.


Clause 38.1(c)

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


Clause 39(2)

GST is included in the Purchase Price stated in Item (7). of the Item Schedule


Clause 40(1)

the Seller states that GST was not included in the Purchase Price stated in Item (7). of the Item Schedule


Clause 43.1

By selecting option (e) in Item (24) the Seller states that GST 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.


Clause 48(4)

all Service Contract details provided in Item (23) of the Item Schedule are valid

 

15 Jun 2011 v3.3

Additions / Changes:


Item 16 Note

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. Legal advice should be sought.


Item 27 Warning

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.


Clause 2(5)

column notes, and the Item Schedule and any attached addendum pages and annexures shall form part of this Contract.


Clause 13

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.



Clause 15

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.


Clause 16

Seller’s Warranties / Buyer's Right to Rescind

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.


Clause 51.1

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.


Clause 52

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.


Clause 53

Should any court or tribunal of competent jurisdiction determine any term, provision or obligation of this Contract to be void, illegal or unenforceable by law, that term, provision or obligation must be read down to the extent possible or removed from the Contract whilst keeping the operation of the remainder of the Contract in effect.

 

29 Apr 2011 v3.2

Changes made to the attached BCCM Form 14 as per Body Corporate and Community Management Act

 

01 Oct 2010 v3.1

Changes made to the attached BCCM Form 14 as per Office of Fair Trading

 

01 Jul 2010 v3.0

Additions / Changes:


Clause 1(24)

Land Tax Clearance Certificate: A certificate issued by the Commissioner of Land Tax that describes the land charged, and showing whether or not any land tax remains unpaid on the land described in the application and where land tax remains unpaid, the amount thereof. (Section 37 (1A) of the Land Tax Act 2010.)

 

04 Jan 2010 v2.9

Changes to BCCM Form 14 due to government department change

 

18 Dec 2009 v2.8

Additions / Changes:


Clause 16

(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.


Clause 22(a)

Sections 588 4.3.9 (show cause notice) or 590 4.3.11 (enforcement notice) of the Sustainable Planning Act 2009 Integrated Planning Act 1997; or


Clause 50.1

By signing this Contract all parties otherwise, by as far as such means of communication as have been indicated in this document and/or any completed electronic consent form (ie. Facsimile numbers & email addresses).


Clause 51

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.

 

17 Mar 2009 v2.7

Additions / Changes:


Clause 1(4)

Bank Bond/Guarantee: Deposit Bond or Guarantee issued by a Bank or insurance company to secure the Deposit in accordance with Clause 3.4 of this Contract.


Clause 3.4

The Buyer may secure payment of pay the Deposit (in whole or in part) by Bank Bond or Bank /Guarantee in a form and on terms acceptable to the Seller, in which case on receipt of the Bank Bond/Guarantee the Buyer's obligation to pay the Deposit shall have been satisfied to the extent of the Bank Bond/Guarantee.


Clause 5.2

In complying with this Clause the Buyer will promptly, after the signing of this Contract by the Seller, make application to the Lender for the Loan and take all reasonable steps to obtain the Finance approval by the Finance Date.


Clause 5.6

The Buyer will, if required by the Seller, provide details of compliance with Clause 5.2 or written proof of rejection of the Buyer’s application for finance.


Clause 50.1

By signing this Contract all parties acknowledge 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 documents contracts, for signing purposes or otherwise, as far as such means of communication have been indicated in this document and/or any completed electronic consent form (ie. Facsimile numbers & email addresses).

 

18 Nov 2008 v2.6

Additions / Changes:


Clause 19(5)

survey in accordance with Clause 24

 

22 Sept 2008 v2.5

Additions / Changes:


Item 6 Header

PROPERTY LOT DESCRIPTION


Item 11

Inspection Date: …………………………..…………………………………... (Date to be completed by)

Unless otherwise specified the Inspection Date will be 14 days from the Date of Contract


Item 13 Header

EXCLUDED IMPROVEMENTS


Item 13

Fixtures:


Item 14 Header

INCLUDED CHATTELS


Item 14

Chattels:

Note: includes all Improvements unless excluded in Item (13).


Item 26

Special Conditions:

(a) Were inserted under instruction by a party to this Contract; and/or

(b) Precedents used by the Agent as Special Conditions were prepared by an Australian Legal Practitioner, not by the Agent who gives no warranty in respect of same and in accordance with the warning in Item (27), legal advice should be sought as to the meaning and effect of such Special Conditions before signing.


Item 27

The parties have been advised to seek legal advice with respect to this Contract including the Special Conditions.


Clause 1(20)

Improvements: All fixed or permanent structures comprising the Lot and any fixed items including fixed carpets and tiles, curtains, blinds and fittings, stoves, hot water systems, fixed antennae, fixed satellite dishes, fixed security systems, fixed clothes lines and all in-ground plants, all buildings and improvements including fixtures and fittings on the Property unless excluded in Item (13).


Clause 1(28)(1)

all government and Local Government rates and charges assessed on the Land including land tax, water and sewerage rates, general rates, fire levy and all periodic charges up to and including the Adjustment Date; and or


Clause 1(30)

Property: The Lot described in Item (6) together with Improvements described in Clause 1(20) thereon and the included chattels described in Item (14) of the Item Schedule.


Clause 3.4

The Buyer may pay the Deposit (in whole or in part) by Bank Bond or Bank Guarantee in a form acceptable to the Seller, in which case on receipt of the Bank Bond the Buyer's obligation to pay the Deposit shall have been satisfied to the extent of the Bank Bond.


Clause 3.5

The Deposit is payable to the Seller:

(a)

on Settlement; or

(b)

in case of the Buyer’s Default, on default


Clause 3.6

Should this Contract be properly terminated by the Buyer, the Deposit will be refunded to the Buyer in which case the Buyer shall have no further claim under this Contract unless there has been a breach of the provisions of this Contract by the Seller, giving rise to a claim for damages.


Clause 3.7

Investment of Deposit: (Note: see Section 380 of the Property Agents and Motor Dealers Act 2000)

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

(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)

(1)

if Settlement of the Contract does not occur, the interest earned on the Deposit will be paid to:

 

(a) the Seller if Settlement did not occur due to breaches of the Contract by the Buyer; or

(b) the Buyer if it was for any other reason.

(2)

should this Contract be properly terminated by the Buyer, the Deposit will be refunded to the Buyer in which case the Buyer shall have no further claim under this Contract unless there has been a breach of the provisions of this Contract by the Seller, giving rise to a claim for damages.

(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.


Clause 4

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.


Clause 5.4

If the Buyer, through no default on the Buyer’s part, has not obtained the Finance approval by the Finance Date then the Buyer may by notice to the Seller:

(a)

terminate this Contract; or

(b)

prior to termination, waive the benefit of this condition


Clause 5.7

Should the Buyer not obtain Finance Approval by the Finance Date and then subsequently: obtains Finance Approval and notifies the Seller prior to the Seller giving notice to terminate this Contract in accordance with Clause 5.5, then the Buyer will have complied with the requirement to obtain a loan in the Finance Amount.

(a)

obtains finance approval; or

(b)

waives the benefit of Clause 5.1,

and notifies the Seller prior to the Seller giving notice to terminate this Contract in accordance with Clause 5.5, then the Buyer will have complied with the requirement to obtain a loan in the Finance Amount.


Clause 6.1

Outgoings affected by the Buyer prior to Settlement are not adjustable items unless previously agreed by both parties.


Clause 6.1

The Seller is entitled to the Rents and Income and is liable for and will make payment of all Outgoings including rates, land tax and other taxes on the Property up to and including the Adjustment Date. Thereafter the Buyer shall be entitled to Rents and Income and be liable for all Outgoings. including rates, land tax and other taxes.


Clause 6.2

All Outgoings paid and, Rents and Income received, including post Settlement reassessments, by either party must be apportioned when received based on the Adjustment Date.  This excludes water rates charges based on usage. Payment must be made within 14 days of monies being received.


Clause 6.3

All Rents and Income received by the Seller in relation to periods subsequent to the Adjustment Date must be apportioned as at the Adjustment Date.


Clause 6.4

Unpaid Rent, as at Settlement, will not be adjusted until paid. No apportionment will be made at the Adjustment Date for unpaid rent.


Clause 6.6

Land tax will be apportioned as if the Land was, at midnight on the 30th June proceeding the date of this Contract, the Seller’s only land in Queensland and the Seller is a natural person.


Clause 6.6

All Outgoings, rent and income received by the Seller in relation to periods after the Adjustment Date shall be apportioned based on the Adjustment Date.


Clause 6.10

Should the Seller be entitled to any discount on Outgoings then, for the purpose of this Clause, the discount shall not be taken into account, unless already received paid.


Clause 6.11

Adjustments will be made with respect to water rates when the rates charged are based on the average daily usage using the following formula:  

Adjustment =  TC/RD x AD

Where:

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.

(ie. Settlement Date minus Adjustment Reading Date. where The Adjustment Reading Date is the date the water metre was read for the purpose of issue of Local Government water usage assessment)


Clause 7.4

The Seller will provide to the Buyer current, true and correct written records of:

(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

should the Seller become aware of any amendment or alterations or additions to such information subsequent to disclosure and prior to Settlement the Seller will provide details thereof to the Buyer.


Clause 8.3

On payment of 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 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 the Buyer’s solicitor ):


Clause 8.3(5)

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 unless an alternative time and place for delivery is agreed in writing.


Clause 8.3(9)

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


Clause 9.1

The Seller must hand over the Property at the Settlement Date without damage or loss to the condition, as at the Date of Contract (fair wear and tear excepted). Should there be damage or loss to the condition of the Property the Buyer may not delay Settlement or withhold monies.  However, the Buyer may claim the reasonable costs of effecting rectification from the Seller as liquidated damages notwithstanding Settlement may have taken place.  The Buyer must however notify the Seller, prior to Settlement, of its intention to make a claim.


Clause 11

From the Date of Contract as per Item (1) until and including the Settlement Date, the Seller will continue to fulfill all its obligations as owner of the Lot including maintaining current existing insurance policies and ensuring the Property is used and maintained with reasonable care.


Clause 13.2

The Buyer may terminate this Contract by written notice to the Seller if any action taken or resolution passed by the Body Corporate, after the Date of Contract, constitutes a material breach of any of the matters contained in Item (21) of this Contract. Such Notice to be given within 7 days after the Buyer is given notice in accordance with Clause 13.1 hereof, but no later than the Settlement Date.


Clause 14.2(1)

claim forfeiture of the Deposit or call up any Bank Bond or Bank Guarantee provided in accordance with Clause 3.4; and/or


Clause 15

Seller’s Warranties / Buyer's Right to Rescind


Clause 15.1(8)

there are no outstanding or unsatisfied Notices, Orders or demands at the Date of Contract with respect to any Act, Regulation or By-Law, required to be complied with by the Seller pursuant to Clause 31.1, which have not been fully complied with or which may adversely affect:

(a)

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

(b)

the Seller’s ability to complete this Contract.


Clause 15.1(10)

any Improvements to the Property not excluded in Item (13) will not have not been removed by the Seller. Any claim by the Buyer to the contrary must be directed to the Seller


Clause 15.1(11)

in the case of vacant Land, the Property has Buyer may terminate this Contract if the Property has not 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.


Clause 15.4

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 otherwise 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 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.


Clause 15.5

Any notice given to the Seller under Clause 15.4 must set out clearly, details of the incorrect or breached warranty.


Clause 19(1)

Inspections in accordance with as per Clause 4


Clause 20

Any monies payable under this Contract, (or any judgment given in respect of this Contract) not paid when due will attract Interest from the due date, for payment, to the date of payment, which shall be the Settlement Date (except as otherwise prescribed in the case of a judgment) at the rate prescribed in Item (20) and the party, to whom those monies are owed, when such monies are paid, may recover the interest thereon from the other party as liquidated damages.


Clause 21.2(c)

compliance with or application of any Government or local Government requirements, proposal or notices, statutory or otherwise (including Transport Infrastructure) with respect to the Land or adjoining land will materially adversely affect the Property; or


Clause 23.6

Occupation of the Property shall be at the Buyer’s risk. The Buyer will adequately insure the Property in both the Buyer’s and Seller’s name.


Clause 23.7

The Buyer indemnifies the Seller against any loss or damage the Seller may incur arising from the Buyer’s occupancy of the Property.


Clause 23.8

The Buyer will insure the Property, in a sum and on terms approved by the Seller, in both the Buyer’s and Seller’s names.


Clause 24

Property Survey Description

The Buyer may inspect the Property survey the Land and in so doing cause a survey to be made of the Land and fixed and permanent structures thereon and should there be an error or misdescription with respect to the dimensions of the Land in this Contract or an encroachment onto or from the Land the Buyer may:

(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.

In the case of Clause 19.1 (b) or should the Buyer elect to complete, in the case of Clause 19.1 (a), any compensation claim by the Buyer will be limited to monetary compensation only.


Clause 25

In the case of a material or immaterial error or misdescription of the Property, including the Seller’s title thereto, the Buyer may:

(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


Clause 26

Where the Buyer elects to complete under Clause 24(a) or 25(a) or must complete under Clause 24(b) or 25(b):

(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.


Clause 27

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.


Clause 30

From 5.00pm on the next Business Day after the signing of this Contract the Property shall be at the risk of the Buyer, however, as long as the Seller continues to occupy the Property the Seller shall maintain any current insurance policies and will use and maintain the Property with reasonable care (as provided in Clause 9).


Clause 34.1

Time shall be of the essence. Settlement must may take place on the Settlement Date at any time between the hours specified in Clause 8.2 of this Contract.


Clause 35

35.1

(1)

The Seller must, by Settlement, fully comply with any Work Orders or Notices issued by a competent authority on, before or subsequent to the Date of Contract that require compliance by Settlement. pursuant to Clause 15.1 (8), made on or before the Date of Contract. and the Buyer shall comply with any Work Orders or Notices issued subsequent to the Date of Contract.

(2)

Provided however, should the Buyer direct the Seller not to carry out the works, the Buyer will indemnify the Seller against any claims in respect of such Work Orders or Notices.

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).


Clause 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.


Clause 44.2

If the Buyer does not exercise its their right to terminate this Contract in accordance with Clause 44.1 (a):

(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.


Clause 20

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.

 

18 Apr 2008 v2.4

Changes to BCCM Form 14 as per Body Corporate and Community Management

 

20 Dec 2007 v2.3

Changes:


Item 6

on GTP/BUP/SP/RP: .............................................................................................


Item 24

a) Purchase Price includes G.S.T (see Clause 36)

b) Purchase Price excludes G.S.T (see Clause 37)

c) Going Concern (see Clause 38)

d) Margin Scheme (see Clause 39)

e) GST not applicable (see Clause 40)


Clause 38.3

The Buyer must pay to the Seller the amount of G.S.T payable on the supply of the Property if:

(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


Clause 38.4

In the event that the supply is assessed not to be a Supply of a Going Concern, the relevant GST together with any fines or penalties levied under Section 40 and Schedule 1 of the Taxation Administration Act 2001 will be payable by that party who failed to perform their obligations under the Going Concern provisions of the G.S.T Act.

Additions:


Clause 40

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.

 

15 Nov 2007 v2.2

Additions:


Item 26

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 further agree that any Special Conditions or Clauses were inserted at the specific request of the relevant parties and the Agent gave no legal advice about same.

 

29 May 2007 v1.9

Changes:


Clause 29

If Settlement does not take place by the Settlement Date in Item (12) due to delay by the Seller, the Buyer may require the Seller shall to pay to the Buyer, as liquidated damages on Settlement, Interest on the Balance Purchase Price at the rate set out in Item (20).

 

11 May 2007 v1.8

Changes:


Clause 38.1(2)(c)

the Buyer is registered for G.S.T, or is required to be registered under Division 23 of the G.S.T Act or is able to be registered under Division 25 of the G.S.T Act

 

16 Mar 2007 v1.7

Changes:


Clause 22(b)

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

 

30 Nov 2006 v1.6

Changes:


Clause 1(24)

Land Tax Clearance Certificate:   A certificate issued by the Commissioner of Land Tax that describes the land charged, and showing whether or not any land tax remains unpaid on the land described in the application and where land tax remains unpaid, the amount thereof. stating whether or not there are arrears of land tax payable in respect thereof in accordance with (Section 37 (1A) of the Land Tax Act 1915)


Clause 1(30)

Property:   The Land described in Item (6) together with of the Item Schedule and Improvements thereon, together with and the included chattels described in Item (14) of the Item Schedule.


Clause 3.5

Investment of Deposit: (Note: see Section 380 of the Property Agents and Motor Dealers Act 2000)

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


Clause 3.5(1)

the Deposit Holder will invest the funds paid with a Bank, Building Society or Credit Union in an interest bearing account in both parties’ names but at the risk of the party who becomes entitled to the Deposit.


Clause 5.8

Should the Buyer obtain Finance Approval on a date subsequent to the Finance Date and notifies the Seller prior to the Seller giving notice terminating the Contract, the Buyer will have complied with the request to obtain a loan in the Finance Amount.

Should the Buyer not obtain Finance Approval by the Finance Date and then subsequently:

(a)

obtains finance approval; or

(b)

waives the benefit of Clause 5.1,

and notifies the Seller prior to the Seller giving notice to terminate this Contract in accordance with Clause 5.5, then the Buyer will have complied with the requirement to obtain a loan in the Finance Amount.


Clause 8.2

Settlement shall take place (Subject to Clause 8.3) 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:

(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.


Clause 8.3

The Seller will have provided to the Buyer no later than 3:00pm on the day prior to the Settlement Date, details of all cheques required for payment of the Balance Purchase Price. Should such details not have been provided in that time the Buyer has the right upon request, given no later than 5:00pm on that day, to a 24-hour extension of the Settlement Date.


Clause 17

The Property is sold free of Encumbrances and Leases except as notified other than those included in Items (17) and (20) (But subject to all reservations in favour of the Crown).

Additions:


Clause 3.5(9)

a Stakeholder may invest the Deposit if the sale is to be completed on a contractually ascertainable day more than 60 days after the Deposit is received.


Clause 35.3

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.

 

28 July 2006 v1.4

Additions:


Clause 48

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) marketing, sales promotion and administration and as required for legislative and regulatory requirements relating to promotion administration and use of the Agent’s products and services. Without provision of certain information the Agent may not be able to act effectively or at all on your behalf. The Client has the right to request the Agent provide details of such information and also correct any inaccurate or out of date information.

 

07 Apr 2006 v1.2

Changes:


Item 8

Initial Deposit: ...................................................

Payable: ...........................................................

Balance Deposit: ...............................................

Payable by a date no later than: ..........................

 

14 Mar 2006 v1.1

Changes:


Clause 5.1

This Contract is subject to and conditional upon the Lender approving a loan to the Buyer in the Finance Amount, on terms and conditions satisfactory to the Buyer, for the purchase of the Property by the Finance Date (or such extended date as may be agreed). See Item (10).

Additions:


Clause 5.8

Should the Buyer obtain Finance Approval on a date subsequent to the Finance Date and notifies the Seller prior to the Seller giving notice terminating the Contract, the Buyer will have complied with the request to obtain a loan in the Finance Amount.