Contract of Sale of Real Estate - AUVICRECM012

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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