Contract For Sale Of Commercial Land And Buildings - AUQLDRECM012

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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 v4.7

Additions / Changes:

 

All fax fields removed.

 

Item 23 Note

(*) Witness Signature is not required where a party signs electronically (refer Clause 48.9)

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 48.1

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 48.8

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 sigature service provider.

 

Clause 48.9

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

 

07 May 2018 v4.6

Additions / Changes:

 

Title

CONTRACT FOR SALE OF COMMERCIAL LAND AND BUILDINGS

(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 (22) (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 (22) (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 35.1(e)).

 

Item 14 Header

INCLUDED CHATTELS   Note: If insufficient space attach inventory

 

Item 16 Header

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

 

Item 20 Header

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

 

Item 21 Header

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

 

Item 22 Header

SPECIAL CONDITIONS   (If insufficient space attach an annexure)

 

Buyers signatures moved above Sellers signatures in Item 23.

 

Item 23 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.

(8)

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

(9)

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.

(11)

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.

(28)

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

(31)

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

 

Clause 20

The Buyer may inspect the Property 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 or an encroachment onto or from the Land 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.

Should the Contract be terminated in accordance with Clause 20(1), all monies by way of Deposit shall be refunded to the Buyer.

 

Clause 21

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

(2)

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

Should the Contract be terminated in accordance with Clause 21(1), all monies by way of Deposit shall be refunded to the Buyer.

 

Clause 35

Notice

35.1

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 Item (3) or (5); or


(d)

by a sender’s cleared facsimile transmission to the party's facsimile number in Item (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 Item (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 35.1 (a) to 35.1 (e) above.

35.2

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.

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.

35.4

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

35.5

A Seller’s Agent shall, for the purpose of this Clause, be recognised as a party and may receive Notices in accordance with Clause 35.1 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.

35.6

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 47

Execution of Contract

47.1

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

47.2

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 48

Provision of Documents

48.1

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.

48.2

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

48.3

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 48

Related Documents / Notices / Electronic Communication

48.1

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.

48.2

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 48.2(1) to (5) above.

48.3

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.

48.4

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.

48.5

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

48.6

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.

48.7

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.

48.8

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 v4.5

Additions / Changes:

 

Clause 16

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 16(1) & 16(2).

(5)

survey in accordance with Clause 20

 

03 Jul 2017 v4.4

Additions / Changes:

 

Clause 19

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 v4.3

Additions / Changes:

 

Clause 1(19)

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

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 51.1

The parties acknowledge (subject to Clause 51.2) 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 51.1(2) to the Seller

 

27 Jul 2016 v4.2

Additions / Changes:

 

Clause 51

Withholding – Capital Gains

51.1

The parties acknowledge (subject to Clause 51.2) 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 51.1(2) to the Seller

51.2

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 51.1 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 51.1 will not apply.

51.3

Payment made in accordance with Clause 51.1 will, for Settlement be treated as an adjustment (Clause 8.3(a)).

 

01 Jul 2016 v4.1

Additions / Changes:

 

Clause 51

Withholding – Capital Gains

51.1

The parties acknowledge (subject to Clause 51.2) 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 51.1(2) to the Seller

51.2

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 51.1 will not apply.

51.3

Payment made in accordance with Clause 51.1 will, for Settlement be treated as an adjustment (Clause 8.3(a)).

 

11 Jun 2015 v4.0

Copyright statement updated.

 

01 Dec 2014 v3.9

Additions / Changes:


Item 1

Date of Contract Date


Item 23

Signature section reformatted


Clause 1(10)

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 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(12)

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 11.1(6)

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


Clause 32.1(1)(a)

issued on or before the Date of Contract Date; or


Clause 38.4

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 v3.8

Additions / Changes:

 

Clause 49

Privacy Statement

49.1

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.

49.2

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.

49.3

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

49.4

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

49.5

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.

49.6

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

 

16 Sep 2013 v3.7

Additions / Changes:


Clause 1(19)

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)

 

22 Apr 2013 v3.6

Additions / Changes:


Item 23

Buyer’s Acknowledgement: By signing below the Buyer/Buyer’s Agent acknowledges, prior to signing the Proposed Relevant Contract, having, 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 (16)(b).


Clause 1(22)

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

 

30 Jan 2012 v3.5

Additions / Changes:


Item 16(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:.…/.…/…..


Item 17

(eg. Statutory Dealings; Unregistered Dealings; Licenses; Security Interests)

 


Item 23

Buyer’s Acknowledgement: By signing below I/we the Buyer/Buyer’s Agent acknowledges that, prior to signing the Proposed Relevant Contract, I/we have, having, 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 (16)(b). under Chp 3 of the Neighbourhood Disputes Resolution Act 2011.


Clause 1(11)

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(22)

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(7)

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 35 (Notice) and in any case, not later than the Finance Date.


Clause 5.6

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


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 (21), 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 (17).


Clause 8.3(5)

in compliance with Clause 14, all documentation necessary to effect release of any Encumbrance over the Property, except as detailed in Item (21), 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 Land, including assignable warranties and documentation relating thereto to which the Buyer may be reasonably entitled.


Clause 8.3(10)

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(11)

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, any Asbestos Register and Management Plan.


Clause 8.3(13)

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 8.7

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


Clause 8.8

Property not removed in accordance with Clause 8.7 shall be deemed abandoned and may be dealt with by the Buyer in any way the Buyer considers appropriate without obligation to account to the Seller.  Any costs incurred by the Buyer in dealing with this Property may be recovered from the Seller as liquidated damages notwithstanding Settlement may have taken place.


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 the Settlement Date 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

(1)

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

(2)

the Seller will immediately advise the Buyer in the form required under Clause 35 hereof of any breach of Lease or any matters which may adversely affect performance of any Lease in respect of this Contract

(3)

the Seller shall not enter into any new Leases with respect to Land and Improvements or accept the surrender of any existing Lease or agree to alterations, additions or variations to any existing Lease prior to completion of this Contract 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 11.1(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 11.2(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 11.1(10)

the Seller has complied with all relevant environmental legislation in respect to the Property. The Land is not subject to any 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.


Clause 11.2

(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 (16)(b)), Clause 11.2(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 11.4

If the warranty set out in Clause 11.2(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 16

Inspection (pre Settlement)


Clause 19

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

(a)

Sections 588 (show cause notice) or 590 (enforcement notice) of the Sustainable Planning Act 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.


Clause 20

Should the Contract be terminated in accordance with Clause 20(a), all monies by way of Deposit shall be refunded to the Buyer.


Clause 21

Should the Contract be terminated in accordance with Clause 21(a), all monies by way of Deposit shall be refunded to the Buyer.


Clause 23

The Seller must, if requested by the Buyer, at a reasonable time prior to Settlement, provide to the Buyer current, certified copies of all relevant documents in the Seller’s possession reasonably required by the Buyer relating to the Property, in particular;

(1)

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

(2)

should the Seller fail to deliver documentation in accordance with Clause 23(1) the Buyer may terminate this Contract by written notice given within 14 days of this the Date of this Contract.

(3)

if after delivery of the documentation in accordance with Clause 23(1) the Buyer, acting reasonably, determines the provisions of such documentation are not satisfactory, the Buyer may terminate this Contract within 14 days of this the Date of this Contract.

(4)

The Seller by this Contract consents to and authorises the Buyer to inspect the records of relevant authorities relating to the Property. Land and Improvements.


Clause 32.1(2)

Provided however, where, at the date of this Contract, the Land 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 Clause 11.2(b), Section 83 of the NDRA, the provisions of Clause 32.1(1)(a) will not apply.


Clause 32.4

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 32.6

No contribution will be payable by the Seller with respect to construction or repair of any dividing fences between the Land 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 32.7

Where the Seller has not by Settlement complied with Clause 32.1(1) or 32.6 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 32.9

Where, at the date of this Contract, the Land 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:


Clause 34(4)

exercising authority with the prior written consent of the Buyer to serve notices in respect to the NDRA. as per Clause 32.4

 

01 Nov 2011 v3.4

Additions / Changes:


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 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).


Item 23

By signing below I/we the Buyer/Buyer’s Agent acknowledge that, prior to signing the Proposed Relevant Contract, I/we have, where applicable, received a copy of any Application or Order under Chp 3 of the Neighbourhood Disputes Resolution Act 2011.


Clause 1(10)

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


Clause 1(11)

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


Clause 1(18)

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


Clause 1(21)

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


Clause 1(24)

Property: The Land described in Item (6) together with Improvements described in Clause 1(16) and the included chattels described in Item (14) of the Item Schedule.


Clause 1(25)

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


Clause 1(35)

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 2(5)

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


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 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 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 (17) of the Item Schedule.


Clause 8.3(8)

assignment to the Buyer effective from the Settlement Date and the benefit of all Leases more particularly set out in Item (20) of the Item Schedule and Service Contracts more particularly set out in Item (21) 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(11)

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 8.3(13)

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


Clause 11

Seller’s Warranties/Buyer's Right to Rescind


Clause 11.1(7)

and except as provided in Clause 11.2(b), the Seller has no knowledge of any there are no legal actions affecting or which may affect the Property or any part of it


Clause 11.1(8)

except as disclosed in Item (16) and excluding Applications and Orders disclosed under Section 83 of the Neighbourhood Disputes Resolution Act 2011 as required by Clause 11.2(b), there will be are no outstanding or unsatisfied Notices, judgments, Work Orders, or demands or writs 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 the Property or the Seller’s ability to complete this Contract

(a)

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

(b)

the Seller’s ability to complete this Contract.


Clause 11.2

(a)

unless disclosed prior to entering into this Contract in accordance with Clause 11.2(b), the Seller warrants the Land is not subject to or affected by an Application or Order under Chapter 3 of the 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 11.4

If the warranty set out in Clause 11.2(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 12

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 18.8

The Buyer will insure the Property for risks as specified by the Seller (including property for full replacement value and public liability), in a sum and on terms approved by the Seller, in both the Buyer’s and Seller’s names.


Clause 19(a)

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


Clause 23.2(c)

compliance with or application of any proposals, notices or requirements of an authorised authority, 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 23.2(g)

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


Clause 28

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 31

Work Orders and Notices

31.1

(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 Land 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 11.2(b), the provisions of Clause 31.1(1) will not apply.

31.2

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

31.3

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

31.4

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

31.5

Costs incurred by one party in complying with any Work Order or Notice which, under Clause 31.1, 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.

31.6

No contribution will be payable by the Seller with respect to construction or repair of any dividing fences between the Land 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

31.7

Where the Seller has not by Settlement complied with Clause 31.1(1) or 31.6 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.

31.4

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 Section 8 of the Dividing Fences Act 1953 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 31.1and 31.3

31.5

In accordance with Clause 31.1 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

31.8

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 (16).

31.9

Where, at the date of this Contract, the Land 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 34.1(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 35(2)

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


Clause 36(1)

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


Clause 38.1(2)

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


Clause 39.1

By selecting option (e) in Item (19) 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 43.1(4)

all Lease details provided in Item (20) of the Item Schedule are valid.


Clause 44.1(4)

all Service Contract details provided in Item (21) of the Item Schedule are valid


Clause 49

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 will be removed from the Contract whilst keeping and will not effect the operation of the remainder of the Contract in effect.

 

21 Apr 2011 v3.3

Additions / Changes:


Clause 47.1

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


Clause 48

48.1

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.

48.2

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, administration and complying with legislative and regulatory requirements; and/or


(2)

data collection agencies

48.3

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

48.4

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 49

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 will be removed from the Contract and will not effect the operation of the remainder of the Contract.

 

01 Nov 2010 v3.2

Additions / Changes:


Item 22 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 23 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 also 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.

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


Clause 47.1

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

 

01 Jul 2010 v3.1

Additions / Changes:


Clause 1(18)

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)

 

18 Dec 2009 v3.0

Additions / Changes:


Clause 47.1

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 48

48.1

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

48.2

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 v2.9

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/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 47.1

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 v2.8

Additions / Changes:


Clause 16(5)

survey in accordance with Clause 19

 

22 Sept 2008 v2.7

Additions / Changes:


Item 6 Header

PROPERTY LAND


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 22

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 (23), legal advice should be sought as to the meaning and effect of such Special Conditions before signing.


Item 23

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


Clause 1(16)

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


Clause 1(22)(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(23)

Property: The Land described in Item (6) together with Improvements described in Clause 1(16) 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 invest the Deposit funds paid with in its name as trustee for the Buyer and Seller in an interest bearing account with a Bank, Building Society or Credit Union until the Settlement Date or as otherwise instructed by the parties. in an interest bearing account in both parties’ names but at the risk of the party who becomes entitled to the Deposit

(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.

the interest on the Deposit will be paid to the  party who becomes and is entitled to the Deposit

(3)

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

(3)

the party who becomes entitled to the income from the invested Deposit will be solely responsible for any tax liabilities on such income. Tax in this context includes Income Tax and G.S.T.

(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)

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.

(5)

the parties will supply the Deposit Holder with their tax file numbers in order to assist with the investing of the Deposit.

(6)

all costs in relation to this investment will be borne by the party referred to in Clause 3.7(3).

(7)

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.

4.3

Should the Buyer not notify the Seller in accordance with the provisions of Clause 4.3 the Buyer will be deemed to be satisfied with the Inspections.

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

This Contract is not terminated until notice is given.

4.5

The Buyer must at all times act reasonably.

4.6

Should the Buyer not give notice to the Seller in accordance with Clause 4.4 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 4.4 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

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.

6.2

No apportionment will be made at the Adjustment Date for unpaid Rents or Income.

6.3

Bonds, rental or otherwise retained by the Seller shall be an adjustment to the Purchase Price in favour of the Buyer provided the Buyer will indemnify the Seller against any claims in respect of such Bonds made by Tenants subsequent to Settlement.

Should rental or other Bonds be the subject of an Adjustment, the Buyer will indemnify the Seller to the extent thereof.

6.4

All Outgoings, paid and Rents and Income paid or received under Clause 6.1 must be apportioned when received by either party based on the Adjustment Date.  This excludes water rates charges based on usage. Payment must be made within 14 days of monies being received.

6.5

All Outgoings, Rents and Income received by the Seller in relation to periods subsequent to after the Adjustment Date shall be apportioned as at based on the Adjustment Date.

6.6

Where Outgoings have not been assessed at the Adjustment Date any apportionment will be based on the sum advised by the relevant authority or where no such information is available, on the latest assessment.

6.7

Land tax will be apportioned as if the Land was at midnight on the 30th June preceding the Date of Contract the Seller's only land in Queensland and the Seller is a natural person.

6.8

Any amount adjustable under this provision which relates to land other than that included in the Property shall be (where no specific assessment is issued) adjusted proportionately based on the area of the whole of the Land relative to the area of the Land included in the Property.

6.9

Should the Commissioner of Land Tax 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 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.

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.

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)

6.12

The Buyer is responsible for;

(1)

obtaining an accurate water meter reading within a reasonable time period prior to Settlement for the purpose of Clause 6.11

(2)

determining an Adjustment amount to be paid in accordance with Clause 6.11

(3)

disclosing the information in Clause 6.12 (1) & (2) to the Seller not less than 48 hours prior to the Adjustment Date

6.13

The Seller may direct the Buyer to provide on Settlement a cheque payable to the relevant authority 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 forthwith.  This will be an adjustment for purposes of Clause 6.1.

6.14

It shall be the Buyer's responsibility to obtain, at its own cost, details of all Outgoings from relevant government and Local Government authorities.

6.15

All Adjustments made will exclude G.S.T.

6.16

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


Clause 7.4

The Seller will, upon request, have provided to the Buyer prior to Settlement and upon request 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 (if any) licenses, warranties, and any unregistered dealings as required by the Buyer

(3)

photocopies of other relevant documents executed by the Seller; and


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 ):

(1)

vacant possession of the Property (unless leased)

(2)

Transfer Documents executed by the Seller in a form capable of immediate registration in accordance with the Land Title Act 1994 provided however; should the title documents with respect to the Land relate also to other land, the Seller shall produce the title document to allow registration of the transfer, cost of production will be borne by the Seller and costs in relation to any new title will be borne by the Buyer.

(3)

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

(4)

any title document in respect to the Land free from Encumbrances unless detailed in Item (17) of the Item Schedule.

(5)

title to the balance of Property exclusive of Land.

(6)

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

(7)

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

(8)

assignment to the Buyer effective from the Settlement Date and the benefit of all Leases more particularly set out in Item (20) of the Item Schedule and Service Contracts more particularly set out in Item (21) 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.

(9)

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

(10)

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.

(11)

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.

(12)

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

(13)

any other relevant records or documents, including construction drawings and plans held by the Seller essential for the ongoing management of the Property. with respect to Bonds, Guarantees, Leases and Service Agreements which are required for the management of the Property.


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 10.2(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 11

Seller’s Warranties / Buyer's Right to Rescind


Clause 11.1(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 11.1(11)

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 11.1(12)

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 (22) (Special Conditions). This clause shall not apply to Property where other disposal systems are required and permissible by the local authority or council.


Clause 11.2

If a warranty set out in Clause 11.1 is incorrect or is breached by the Seller, the Buyer may: (except in the case of matters disclosed in Item (16) with relation to Clause 11.1 (8) or otherwise in Item (22)):

(a)

where the Buyer is materially prejudiced, by notice given to the Seller given not later than 5pm on the Business Day immediately preceding prior to the Settlement Date, (except in the case of matters disclosed in Item (16) with relation to Clause 11.1 (8) or otherwise disclosed in Item (22)), rescind this Contract; or and claim damages for any resultant loss; or

(b)

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


Clause 11.3

Any notice given to the Seller under Clause 11.2 must set out clearly, details of the incorrect or breached warranty.


Clause 13.2

The Buyer will, if required, upon receipt of the request for consent do all things as may reasonably be necessary to assist in obtaining such consent.


Clause 13.3

If consent is not obtained by the Settlement Date, providing neither party is in default, either party may by with written notice to the other party terminate this Contract.


Clause 16

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

(1)

Inspections in accordance with as per 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 16 (1) & 16 (2).


Clause 17

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 (18) 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 18.6

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 18.7

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


Clause 18.8

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 19

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 20

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 21

Where the Buyer elects to complete under Clause 19(a) or 20(a) or must complete under Clause 19(b) or 20(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 23.2(c)

compliance with or application of any proposals, notices or statutory requirements of an authorised authority, statutory or otherwise, (including transport infrastructure) with respect to the Land or adjoining land will materially adversely affect the Property; or


Clause 23.2(f)

the Land and Improvements are is classified as a  protected area under Section 14 or bound by a conservation agreement under Section 45 of the Nature Conservation Act 1992 or otherwise affected by the Nature Conservation Act 1992


Clause 26

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 31

31.1

(1)

The Seller must, by Settlement, fully comply with any Work Orders or Notices issued by a competent authority, pursuant to Clause 11.1 (8), made on, or before or subsequent to the Date of Contract that require compliance by Settlement. 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.

31.2

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.

31.3

The Costs incurred by one party in complying with of any Work Order or Notice complied with by one party which, under Clause 31.1, 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.

31.4

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 31.1and 31.3.

31.5

In accordance with Clause 31.1 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.

31.6

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 (16).


Clause 33

From the Date of Contract as per Item (1) until and including the Settlement Date, the Seller shall continue to fulfill all its obligations as owner of the Property including:

(1)

the maintenance of any current insurance policies

(2)

ensuring the Property is used and maintained with reasonable care

(3)

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

(4)

exercising authority with the prior written consent of the Buyer to serve notices as per Clause 31.4 with the prior written consent of the Buyer.


Clause 34.5

A Seller’s Agent shall, for the purpose of this Clause, be recognised as a party and may receive Notices in accordance with Clause 34.1 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 43.1

the Leases Contracts referred to in Clause 43.1 hereof represent the entire agreement between the Seller and any Lessee.


Clause 47

47.1

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).

47.2

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

47.3

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.

 

20 Dec 2007 v2.6

Additions / Changes:


Item 6

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


Item 19

a) Purchase Price includes G.S.T (see Clause 33)

b) Purchase Price excludes G.S.T (see Clause 34)

c) Going Concern (see Clause 35)

d) Margin Scheme (see Clause 36)

e) GST not applicable (see Clause 37)


Clause 35.3

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 35.4

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.


Clause 37

37.1

By selecting option (e) in Item (19) 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.

37.2

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 v2.5

Additions:


Item 22

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.

 

06 July 2007 v2.2

Changes:


Clause 11.2

If a warranty set out in Clause 11.1 is incorrect the Buyer may (except in the case of matters disclosed in Item (16) with relation to Clause 11.1 (8) or otherwise in Item (22)):

(a)

by notice given to the Seller prior to the Settlement Date, rescind this Contract and claim damages for any resultant loss; or

(b)

affirm the Contract and at the time of Settlement, by notice in writing, claim compensation from the Seller.

 

29 May 2007 v2.1

Changes:


Clause 25

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 (18).

 

11 May 2007 v2.0

Changes:


Clause 35.1(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

 

30 Nov 2006 v1.6

Changes:


Clause 1(18)

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(23)

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):

(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.

(2)

the interest on the Deposit will be paid to the party who becomes, and is entitled, to the Deposit.

(3)

the party who becomes entitled to the income from the invested Deposit will be solely responsible for any tax liabilities on such income. Tax in this context includes Income Tax and GST.

(4)

all costs in relation to this investment will be borne by the party referred to in Clause 3.5(3).

(5)

the parties will supply to the Deposit Holder at the Date of Contract, with their tax file numbers in order to assist with the investing  of the Deposit.

(6)

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 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 14

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).


Clause 20

The Seller must, at a reasonable time prior to Settlement, provide to the Buyer current, certified copies of all relevant documents in the Seller’s possession reasonably required by the Buyer relating to the Property, in particular.

Additions:


Clause 32.3

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 v1.5

Additions:


Clause 39

39.1


Subsequent to the signing of this Contract the Seller will not deal with any alterations or amendments to the terms or conditions of any of the Leases nor give consent to any tenant under a Lease without the prior written consent of the Buyer which consent must not be unreasonably withheld.  Provided however the Seller shall not be precluded from dealing with such Leases should failure to deal give rise to a breach of the Seller’s Obligations under the Lease.

39.2


Where the Seller, acting as Landlord, must deal with matters concerning a Lease the following shall occur:



(1)


the Seller will inform the Buyer in writing and provide a copy of any relevant documentation



(2)


the parties must work together to achieve a satisfactory outcome



(3)


in granting or withholding its consent the Buyer must at all times act reasonably



(4)


consent or refusal must be in writing and in the case of refusal, reasonable grounds must be provided



(5)


in any case of default by any Tenant under a Lease the Seller will seek the Buyer’s authority to take such action as the Lease may allow. In the case of such default, which authority may be granted by the Buyer subject to such conditions as the Buyer may reasonably require, neither party shall do anything to prejudice the other’s or other party’s rights under this contract.


Clause 41

41.1


For Service Contracts existing with respect to the Property at the Date of Contract the Seller warrants that:



(1)


it has informed the Buyer of all current  Service Contracts and will forthwith provide to the Buyer, or the Buyer’s Solicitor, duplicates of these Service Contracts and any documents ancillary thereto including notices or legal documentation in relation thereto.



(2)


unless otherwise advised in writing all covenants and provisions of these Service Contracts, which are the responsibility of the Seller have been and will be duly performed and observed up to the Settlement Date.



(3)


the Seller has not breached any Service Contract and is not aware of any circumstances which may result in their termination.



(4)


all Service Contract details provided in Item (21) of the Item Schedule are valid



(5)


Service Contracts not able to be assigned to the Buyer under Clause 8.4 (8) shall:





(a)


be terminated by the Seller prior to Settlement; or





(b)


the Seller shall remain liable for the continuance thereof for the benefit of and at the direction of the Buyer.


Clause 42.1(b)

after delivery of the documentation in accordance with Clause 7.4 (2) & (3) the Buyer acting reasonably determines the provisions of such documentation are not satisfactory


Clause 45

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.

Changes:


Clause 7.4(2)

all relevant information and documents of each Lease (if any) relating to the Property, in particular those documents relating to Leases and or Service Contracts (if any) as required by the Buyer


Clause 40.1

For Leases existing with respect to the Property at the Date of Contract the Seller warrants that:

(1)


it has informed the Buyer of all current Contracts Leases and will forthwith provide to the Buyer, or the Buyer’s Solicitor, duplicates of these Leases Contracts and any documents ancillary thereto including notices or legal documentation in relation thereto.

(2)


unless otherwise advised in writing all covenants and provisions of these Leases Contracts, which are the responsibility of the Seller have been and will be duly performed and observed up to the Settlement Date

(3)


the Seller has not breached any of these Contracts Leases and is not aware of any circumstances which may result in their termination

(4)


all Lease details provided in Item (20) of the Item Schedule are valid.

(5)


the Seller has not, unless disclosed in Item (20) at the Date of Contract received from any tenant written notice requesting the Seller (as Landlord) to renew any existing Lease for a specified period nor are there any negotiations in relation to rent reviews.

(6)


no tenant is in breach of its lease obligations and no rental or other payments are in arrears.

(7)


the Contracts referred to in Clause 40.1 hereof represent the entire agreement between the Seller and any Lessee.

The Seller states that the above warranties will be true and correct as of the Settlement Date.


Clause 40.2(3)

the Seller has not at the Date of Contract received from any Tenant written notice requesting the Seller (as lessor) to renew any existing Lease for a specified period

 

07 Apr 2006 v1.4

Changes:


Item 8

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

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

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

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

 

14 Mar 2006 v1.3

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.

 

09 Dec 2005 v1.2

Additions:


Clause 41

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).

 

01 Nov 2005 v1.1

Changes:


Item 12

OR ………………………................................


Clause 1 (25)

Rent: all monies (including lease outgoings) payable by a tenant or occupant under a Lease.


Clause 8.4 (11)

any the 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 26

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 32.1 (d)

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


Clause 39.1

For Leases and Service Contracts existing with respect to the Property at the Date of Contract the Seller warrants that:


Clause 39.1 (3)

the Seller has not breached any of these Contracts Lease or Service Contract and is not aware of any circumstances which may result in their termination


Clause 39.2

Clause 39.1 (4) becomes new Clause 39.2. Renumber all other clauses below this to accommodate.

 

All Contract details provided in the Item Schedule are valid.