Contract of Sale of Real Estate - AUVICRECM012

Certificate of Title Reference

Being Lot

On Plan

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Box Deleted

This contract does not include any special conditions unless the words

‘special conditions’ appear in this box:

1.

Withholding – Capital Gains

1.

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

(a)

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

(b)

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

(c)

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

2 (1)

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

(a)

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

(b)

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

(i)

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

(ii)

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

2 (2)

Where the Vendor provides a certificate under Sub-Clause 2(1)(a) of this Special Condition or a declaration under Sub-Clause 2(1)(b) of this Special Condition, such notice must be provided not less than 3 Business Days (or such shorter time as the parties may agree) prior to Settlement.

2.

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

E-Conveyance (Electronic Conveyancing)

1.

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

2.

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

3.

Where a party, acting reasonably, is not able to proceed with e-conveyance written notice, including advice regarding the reason for such inability must be given as soon as possible prior to due date for settlement and the provisions of special condition 2(10)(b)(ii) will apply with regards to settlement.

4.

Each party must:

(a)

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

(b)

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

5.

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

6.

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

7.

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

8.

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

9.

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

(a)

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

(b)

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

10.

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

(a)

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

(b)

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

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

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

and in either case, time remains of the essence.

11.

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

12.

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

13.

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

14.

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

(a)

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

(b)

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

3.

Foreign Investment Approval

The Purchaser warrants either:

1.

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

2.

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

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

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

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

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

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

•as Trustee

•as attorney under power of attorney; or

•as director of a corporation; or

•as an agent authorised in writing by one of the parties

must be noted beneath the signature.

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

1) Signature: ………………………………………………..

2)  Signature: ………………………………………………..

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Print name of person signing                                              

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Print name of person signing                                              

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

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

3) Signature:  ………………………………………………..

4)  Signature: ………………………………………………..

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Print name of person signing                                              

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Print name of person signing                                              

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

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

1.1

This Contract (and all Schedules and associated documents thereto) may be delivered and executed electronically in accordance with General Condition 21.

1.2

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

1.3

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

1.4

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

2.1 (c)

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

2.2

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

3.1

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

3.2 (c)

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

3.4

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

5.1

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

6.1

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

6.2

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

6.3

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

7.1

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

7.2

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

Release of security interest

8.1

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

8.2

For the purposes of enabling the purchaser to search the Personal Property Securities Register for any security interests affecting any personal property for which the purchaser may be entitled to a release, statement, approval or correction in accordance with general condition 8.4, the purchaser may request the vendor to provide the vendor's date of birth to the purchaser.  The vendor must comply with a request made by the purchaser under this condition if the purchaser makes the request at least 21 days before the due date for settlement.

8.3

If the purchaser is given the details of the vendor's date of birth under general condition 87.2, the purchaser must -

(a)

only use the vendor's date of birth for the purposes specified in general condition 87.2; and

(b)

keep the date of birth of the vendor secure and confidential.

8.4

The vendor must ensure that at or before settlement, the purchaser receives—

(a)

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

(b)

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

(c)

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

8.5

Subject to general condition 87.6, the vendor is not obliged to ensure that the purchaser receives a release, statement, approval or correction in respect of personal property-

(a)

that-

(i)   the purchaser intends to use predominantly for personal, domestic or household purposes; and

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

(b)

that is sold in the ordinary course of the vendor's business of selling personal property of that kind.

8.6

The vendor is obliged to ensure that the purchaser receives a release, statement, approval or correction in respect of personal property described in general condition 8.5 if-

(a)

the personal property is of a kind that may or must be described by serial number in the Personal Property Securities Register; or

(b)

the purchaser has actual or constructive knowledge that the sale constitutes a breach of the security agreement that provides for the security interest.

8.7

A release for the purposes of general condition 8.4(a) must be in writing.

8.8

A release for the purposes of general condition 8.4(a) must be effective in releasing the goods from the security interest and be in a form which allows the purchaser to take title to the goods free of that security interest.

8.9

If the purchaser receives a release under general condition 8.4(a) the purchaser must provide the vendor with a copy of the release at or as soon as practicable after settlement.

8.10

In addition to ensuring that a release is received under general condition 87.4(a), the vendor must ensure that at or before settlement the purchaser receives a written undertaking from a secured party to register a financing change statement to reflect that release if the property being released includes goods of a kind that are described by serial number in the Personal Property Securities Register.

8.11

The purchaser must advise the vendor of any security interest that is registered on or before the day of sale on the Personal Properties Securities Register, which the purchaser reasonably requires to be released, at least 21 days before the due date for settlement.

8.12

The vendor may delay settlement until 21 days after the purchaser advises the vendor of the security interests that the purchaser reasonably requires to be released if the purchaser does not provide an advice under general condition 8.11.

8.13

If settlement is delayed under general condition 87.12 the purchaser must pay the vendor-

(a)

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

(b)

any reasonable costs incurred by the vendor as a result of the delay-

8.14

The vendor is not required to ensure that the purchaser receives a release in respect of the land. This general condition 8.14 applies despite general condition 8.1.

8.15

Words and phrases which are defined in the Personal Property Securities Act 2009 (Cth) have the same meaning in general condition 8 unless the context requires otherwise.

8.1

Should any of the assets, being personal property, be subject to a security interest to which the Personal Property Securities Act 2009 (Cth) applies:

(a)

such assets will be transferred free of the security interest;

(b)

where required to perfect the release of the security interest the Seller will ensure that prior to Settlement the Buyer receives from the secured party a written undertaking to register a financing change statement with respect to the personal property the subject of the security interest;

(c)

words and phrases which are defined in the Personal Property Securities Act 2009 (Cth) have the same meaning in General Condition 8 unless the context requires otherwise.

10.1

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

10.2

This Ggeneral conditions 10.2 to 10.8 only applyies if any part of the land is not under the operation of the Transfer of Land Act 1958.

Deposit Payment

11.1

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

11.2

Where either Deposit Bond or Bank Guarantee  has been checked in item 9.5 the purchaser has elected to secure payment of the deposit (in whole or in part) by the method checked which must be in a form and on terms acceptable to the vendor, in which case on receipt of the Deposit Bond/Bank Guarantee the purchaser’s obligation to pay the deposit shall have been satisfied to the extent of the Deposit Bond/Bank Guarantee. This general condition is subject to general condition 11.3.

11.3 (a)

must not exceed 10% of the purchase price; and

11.3

The purchaser must pay all money other than the deposit:

(a)

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

(b)

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

11.4

At settlement, payments may be made or tendered:

(a)

in cash; or

(b)

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

(c)

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

11.4

Failure to pay any deposit monies on time (except as provided by general condition 11.5), or by cheque which is not honoured on presentation, will be an act of default by the purchaser.

11.5

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

11.6

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

The deposit must be released to the vendor if:

(a)

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

(i)

there are no debts secured against the property; or

(ii)

if there are any debts, the total amount of those debts does not exceed 80% of the purchase price such debts to include any amounts to be withheld in accordance with general condition 18; and

(b)

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

(c)

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

11.7

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

11.8

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

11.9

For the purpose of this general condition (11):'authorised deposit-taking institution' means a body corporate in relation to which an authority under section 9(3) of the Banking Act 1959 (Cth) is in force.

(a)

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

(b)

Bank means 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.

(c)

Deposit Bond/ Bank Guarantee means an irrevocable Deposit Bond or Bank Guarantee issued by a bank or insurance company to secure the deposit in accordance with general condition 11.2 of this Contract.

Stakeholding

12.1

The deposit must be released to the vendor if:

(a)

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

(i)

there are no debts secured against the property; or

(ii)

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

(b)

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

(c)

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

12.2

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

12.3

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

Settlement

12.1

At settlement:

(a)

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

E-Conveyance (Electronic Conveyancing)

13.1

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

13.2

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

13.3

Where a party, acting reasonably, is not able to proceed with e-conveyance written notice, including advice regarding the reason for such inability must be given as soon as possible prior to due date for settlement and the provisions of general condition 13.11(b)(ii) will apply with regards to settlement.

13.4

Where the parties can not conduct the transaction using one Electronic Lodgement Network Operator  the provisions of general condition 13.3 will apply.

13.5

Each party must:

(a)

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

(b)

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

13.6

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

13.7

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

13.8

A party will not be in default where it is prevented from complying with an obligation under this general condition 13 due to failure by the other party or a financial institution to comply with an obligation under this general condition.

13.9

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

13.10

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

(a)

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

(b)

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

13.11

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

(a)

Settlement occurs electronically on the Settlement Date; or

(b)

where the parties have complied with general conditions in this contract in respect of settlement and the provisions of this general condition 13 and settlement cannot occur by e-conveyance and neither party is in default, settlement will be completed:

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

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

and in either case, time remains of the essence.

13.12

The parties agree the provisions of general condition 19.1 will be complied with where on the due date for settlement payment of the required amount is provided for and required in the Financial Settlement Schedule.

13.13

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

13.14

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

13.15

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

13.16

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

(a)

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

(b)

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

13.17

For the purpose of this contract:

(a)

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

(b)

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

(c)

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

GST

14.1

The purchaser does not have to pay the vendor any GST payable by the vendor in respect of a taxable supply made under this contract in addition to the price unless where the particulars of sale specify that the price includes is 'plus GST'.

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

14.2

The purchaser must pay to the vendor any GST payable by the vendor in respect of a taxable supply made under this contract in addition to the purchase price if:

(a)

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

(b)

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

(c)

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

(d)

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

14.2

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

14.3

If the purchaser is liable to pay GST, the vendor will provide at settlement a tax invoice and the purchaser is not required to make payment until provided with a tax invoice, unless the margin scheme applies.

Where General Condition 14.2 applies, any GST incurred by the vendor in respect of a taxable supply under this Contract must be paid or reimbursed by the purchaser on provision of a tax invoice.

14.4

Subject to General Condition 14.2(c), iIf Item 10.3(a) of the particulars of sale specifiesy that the supply made under this contract is of land on which a ‘farming business’ is carried on:

14.5

Subject to General Condition 14.2(d), if If Item 10.3(b) of the particulars of sale specifiesy that the supply made under this contract is a 'going concern':

14.6

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

14.7

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

14.7

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

(a)

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

(b)

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

        (ii) includes penalties and interest.; and

(c)

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

15.3

The purchaser will, if required by the vendor, provide details of compliance with general conditions 15.2(a) and (b) or written proof of rejection of the purchaser’s application for finance.

Property Inspections (Building/Pest)

16.1

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

16.2

In compliance with this General Condition the Buyer will promptly, after the signing of this Contract by the Seller, take all reasonable steps to obtain the relevant inspection reports, and the Vendor will, upon the giving of notice, allow the Purchaser and/or it’s designated representative, access to inspect the property, at reasonable times, for the purposes of this General Condition 16.

16.3

(a)

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

(i)

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

(ii)

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

(b)

If such notice is not given in accordance with General Condition 16.3(1) the Buyer agrees and acknowledges, for the relevant inspection:

(i)

the Buyer’s rights under this General Condition 16 will expire; and

(ii)

the conditions in General Condition 16.1 will no longer apply.

16.4

Where notice is given in accordance with General Condition 16.3 the Seller must within 3 Business Days (or such extended date as may be agreed) of receipt of such notice give notice to the Buyer specifying the actions (including the payment of compensation in lieu of rectification) the Seller is prepared to undertake in respect of the Major Defect/s.

16.5

Where the Vendor:

(a)

fails to give notice under General Condition 16.4; or

(b)

gives notice under General Condition 16.4 proposing actions which are not sufficient to remedy the Major Defect/s; or

(c)

gives notice under General Condition 16.4 advising the Buyer that the Seller will take no action in respect of the Major Defect/s,

the Buyer may terminate.

16.6

The Buyer and Seller must at all times act reasonably.

16.7

The Buyer may at any time waive the benefit of the provisions of General Condition 16.1 for a particular report.

16.8

A notice given by the Buyer in accordance with General Condition 16.3 can only be in respect of Major Defect/s excluding:

(a)

matters disclosed in Item 15;

(b)

retaining walls and fences,

16.9

The Inspections must:

(a)

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

(b)

comply with the relevant Australian Standard.

16.10

Should this Contract be terminated in accordance with the provisions of General Condition 16.5, all monies paid (including deposit) must be refunded to the purchaser forthwith.

16.11

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

Withholding – Capital Gains

18.1

The parties acknowledge (subject to general condition 18.2), where the purchase price of the property is seven hundred and fifty thousand dollars ($750,000) or more, the purchaser will on or before settlement, in compliance with the foreign resident capital gains withholding payments provisions of Schedule 1 of the Taxation Administration Act 1953 (Cth) (Schedule 1) be required to:

(a)

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

(b)

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

(c)

promptly provide evidence of payment made in accordance with general condition 18.1(b) to the vendor.

18.2

(a)

The purchaser’s obligation under general condition 18.1 will not apply where:

(i)

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

(ii)

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

(1)

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

(2)

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

(b)

Where the vendor provides a certificate under general condition 18.2(a)(i) or a declaration under general condition 18.2(a)(ii), such notice must be provided not less than 3 business days (or such shorter time as the parties may agree) prior to settlement.

18.3

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

19.1

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

19.2

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

Time

20.2

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

20.3

Settlement must take place:

(a)

in the case of e-conveyance, at any time on the Settlement Date in accordance with general condition 13.9; or

(b)

otherwise at any time between the hours specified in general condition 12.3 of this Contract.

20.4

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

Service/Related Documents

21.1

Any document sent by-

(a)

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

(b)

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

21.1

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

21.2

A document is sufficiently served if served-

21.3

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.

21.4

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

21.5

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

21.6

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

21.8

In this contract:

(a)

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

(b)

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

Notices

25.1

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

25.2

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

25.3

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

Property Information

27.1

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

27.2

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

Contract Compliance

31.1

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

31.2

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

Default not remedied

34.4

(a)

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

(c)

(ii)

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

(d)

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

This contract does not include any special conditions unless the words

‘special conditions’ appear in this box:

special conditions

1.

Withholding – Capital Gains

1.

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

(a)

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

(b)

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

(c)

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

2.

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

2.

(a)

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

(i)

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

(ii)

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

(1)

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

(2)

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

(b)

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

This contract does not include any special conditions unless the words

‘special conditions’ appear in this box:

1.

Withholding – Capital Gains

1.

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

(a)

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

(b)

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

(c)

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

2.

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

2.

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

E-Conveyance (Electronic Conveyancing)

1.

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

2.

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

3.

Where a party, acting reasonably, is not able to proceed with e-conveyance written notice, including advice regarding the reason for such inability must be given as soon as possible prior to due date for settlement and the provisions of special condition 2(10)(b)(ii) will apply with regards to settlement.

4.

Each party must:

(a)

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

(b)

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

5.

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

6.

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

7.

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

8.

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

9.

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

(a)

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

(b)

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

10.

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

(a)

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

(b)

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

(i)

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

(ii)

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

and in either case, time remains of the essence.

11.

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

12.

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

13.

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

14.

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

(a)

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

(b)

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

3.

Foreign Investment Approval

The Purchaser warrants either:

1.

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

2.

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

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

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

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

•A copy of the full terms of this contract.

The authority of a person signing -

•under power of attorney; or

•as director of a corporation; or

•as an agent authorised in writing by one of the parties

must be noted beneath the signature.

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

This contract does not include any special conditions unless the words

‘special conditions’ appear in this box:

1.

Withholding – Capital Gains

1.

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

(a)

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

(b)

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

(c)

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

2.

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

Certificate of Title Reference

Being Lot

On Plan

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