Contract For Sale Of Residential Lots In A Community Titles Scheme - AUQLDREPS004

(1)

Settlement must occur by e-conveyance in accordance with this Clause 12.1, unless the provisions of Clause 12.2(1) apply.

This Clause 12.1 will apply where:

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

  (b)  Either Clause 12.2(3) or Clause 12.3(4)(a) are applicable.

(2)

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

(4)

Each party must:

(a)

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

(8)

(b)

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

(16)

Where a party acting reasonably, is not able to proceed with e-conveyance but is able to proceed with Settlement via non e-conveyance:

(a)

written notice, including advice regarding the reason for such inability, must be given to the other party as soon as possible, but not less than 5 Business Days prior to the Settlement Date;

(b)

once such notice has been given, the parties agree Settlement will proceed via non e-conveyance and the provisions of Clause 12.2 will apply; and

(c)

time remains of the essence.

(17)

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

(1)

This Clause 12.2 will apply wWhere under Regulation 5(2) or (3) of the Land Title Regulation 2022, the Parties are not required to comply with Regulation 5(1) of such Regulations or Clause 12.3(4)(b) is applicable manual settlement shall take place:

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

(a)

Item 12.2 specifies settlement by non e-conveyance; or

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

(b)

Either Clause 12.1(16), 12.1(17) or 12.3(4)(b) are applicable.

as otherwise agreed upon by the parties; or

(c)

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

(2)

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

(a)

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

(b)

as otherwise agreed upon by the parties; or

(c)

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

(32)

Notwithstanding Item 12.2 specifying Settlement is to occur by non e-conveyance, Tthe parties may agree to Settlement by e-conveyance at any time up until 1 5 Business Days prior to Settlement, at which point the provisions of Clause 12.1 will apply.

(4)

Where the provisions of Clauses 12.3(1) and/or 12.3(3) have been applied, and the parties have complied with the pre-settlement provisions of Clause 12.1 or Clause 12.2 (as applicable) and neither party is otherwise in default, Settlement including Financial Settlement will be completed on the new or extended date for Settlement:

(b)

if the parties agree (or settlement by e-conveyance is not possible), if settlement by e-conveyance is not possible, within the times provided above (and the parties do not agree to a further extension for e-conveyance settlement), or the parties are not required to comply with Regulation 5(1) of the Land Title Regulation 2022, then in accordance with Clause 12.2.

On Settlement in accordance with Clause 12.1(8) or 12.2(4) (whichever is applicable) the Seller must deliver / transfer (or cause to be delivered or transferred) to the Buyer (or as directed by the Buyer):

(1)

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

(6)

by delivery of an Electronically Signed document (where appropriate) to an Electronic Workspace opened in accordance with Clause 12.1; or

(a)

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

(b)

a new date for Settlement to occur as determined in accordance with Clause 12.3; or

(c)

an alternate date for Settlement to occur as determined in accordance with Clause 43; or

(d)

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

3.1

The Buyer must pay the Deposit to the Deposit Holder as sStakeholder in the amount and at the times required in Item 8.

3.3

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

3.4

Where the Buyer pays all or part of the Deposit monies via an electronic funds transfer, the Buyer will not be in default of Clause 3.3 where the Buyer provides to the Seller, not later than midnight on the date for payment specified in Item 8, written evidence of such electronic funds transfer and the monies are credited to the Deposit Holder’s account not later than midnight on the date which is 2 Business Days after the date for payment as specified in Item 8.

3.8

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

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

(9)

the Deposit Holder a Stakeholder, being a licensed Agent, 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.

4.1

The Contract is subject to and conditional upon the Buyer obtaining, at their own expense, and by the Inspection Date (or such extended date as may be agreed) the relevant inspection report/s:

(1)

where as specified in Item 11(a) and/or (b) applies, obtaining the relevant inspection report/s satisfactory to the Buyer (excluding Acknowledged Defects / Exclusions) satisfactory to the Buyer;

(2)

where Item 11(c) applies, obtaining a pool safety inspection report, satisfactory to the Buyer,; and that the Regulated Pool:

(a)

complies with the New Pool Safety Standard (Pool Safety Certificate Issued); or

(b)

does not comply with the New Pool Safety Standard (Nonconformity Notice given);

(3)

where Item 11(d) applies, examining and deeming the relevant CMS has been examined and deemed satisfactory to by the Buyer.

4.3

(1)

Where Item 13.2(c) applies and the Seller has provided a Form 36 notice of no Pool Safety Certificate and there is no Pool Safety Certificate and the Buyer has indicated an intention to obtain a Pool Safety Inspection in Item 11(c), the Seller authorises the Buyer to appoint a licensed Pool Safety Inspector for the purposes of carrying out such inspection and to receive the results of such inspection.

Note to Buyer: Building Act 1975 - If no Pool Safety Certificate (Form 36) is received and the Contract proceeds to Settlement, it shall be the Buyer’s responsibility to, at its own cost, obtain such certificate within 90 days, (the usual period) or such further period, after Settlement where section 246ATJ(2)(b) of the Building Act 1975 applies. The Buyer is referred to section 4 of the Form 36.

4.4

Upon receipt of any inspection report the Buyer must promptly, but no later than 5:00pm AEST on the Inspection Date, give notice to the Seller:

(2)

that the Buyer is not satisfied with the inspection report/s and, subject to Clause 4.9, terminates the Contract.

4.6

Where the Buyer serves a notice on the Seller in accordance with Clause 4.4(2), the Seller may promptly upon receiving such notice, require the Buyer to provide a copy of the relevant inspection report/s, which the Buyer must provide.

4.7

Should the Buyer not give notice to the Seller in accordance with Clause 4.4 by 5:00pm AEST on the Inspection Date the Seller may, by notice, terminate this Contract.

4.8

In respect to Clause 4.4(2) and 4.7, 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 4.4 or give notice in accordance with Clause 4.4(1), where upon this Contract will be in full force and effect.

However, with respect to Item 11(c) Pool Safety Inspection, a party may not terminate after receiving a Pool Safety Certificate.

4.9

It is a condition precedent to termination under Clause 4.4 taking effect that the Buyer provide the inspection report/s if required by the Seller under Clause 4.6 Where the Buyer has given notice of termination in accordance with Clause 4.4(2) but has failed, when requested by the Seller, to provide a copy of the relevant inspection report/s (or in the case of a Regulated Pool any Nonconformity Notice issued as a result of the Pool Safety Inspection), the termination will not take effect until such copy has been provided to the Seller.

4.11

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

5.3

The Buyer must give notice to the Seller immediately upon approval/rejection of Finance in accordance with Clause 38 and in any case, not later than the Finance Date. no later than 5:00pm AEST on the Finance Date that:

(1)

the Finance condition has been satisfied; or

(2)

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

(3)

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

5.4

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

(1)

terminate this Contract; or

(2)

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

5.4

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

5.5

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

5.6

It is a condition precedent to termination under Clause 5.3(2) taking effect that the Buyer provide written evidence if required by the Seller under Clause 5.5. This Contract is not terminated until notice is given in accordance with either Clause 5.4 or 5.5.

(1)

Where an amount is required to be paid to the Australian Taxation Office (ATO) in accordance with the GST Withholding Notice (Item 27.3) the Buyer is authorised to withhold from the Balance Purchase Price and remit to the ATO the amount (GST Withholding Amount) as required in Item 27.3(2) in accordance with section 14-250 of the Taxation Administration Act 1953 (Cth).

(2)

Notwithstanding the provisions of Clause 7.2(1) the Buyer will if requested by the Seller provide to the Seller at settlement a bank cheque for the GST Withholding aAmount payable to the Commissioner of Taxation.

8.4

Unpaid Rent, as at Settlement, will not be adjusted until paid.

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

8.16

Where smoke alarms have not been installed on the Property in compliance with the Fire and Emergency Services Act 1990 (and Regulations thereto), the cost of installing all applicable smoke alarms on the Property is:

(1)

to be adjusted in favour of the Buyer at Settlement at a sum agreed by the parties; or

(2)

where the parties are unable to agree, the Buyer will obtain a quote for the installation, and a sum equivalent to the amount quoted will be adjusted in favour of the Buyer at Settlement.

11.1

(1)

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

11.4

Where the Buyer becomes aware the Seller has not satisfied its obligations under Clauses 11.1 or 11.2, the Buyer may serve a notice on the Seller giving details of the failure to comply and requiring rectification by Settlement. However, where the Seller fails to carry out rectification by Settlement, Clause 11.5 will apply. prior to Settlement.

11.6

With respect to Clauses 11.1 and 11.2, the Buyer must notify the Seller prior to Settlement, of its intention to make a claim.  A notice provided in accordance with Clause 11.4 and not complied with will satisfy this obligation.

11.6

Where, before the date of possession or Settlement, whichever occurs earlier, the lot, a dwelling house which forms part of the Property the subject of this Contract, is before the date of possession or completion, whichever earlier occurs, so destroyed or damaged as to be unfit for occupation as a dwelling house, the Buyer may, at the Buyer’s option, rescind the Contract by notice in writing given to the Seller or the Seller’s solicitor not later than the date of completion or possession or Settlement, whichever the earlier occurs earlier.

(1)

This Clause 12.1 will apply where:

(a)

Item 12.2 specifies settlement by e-conveyance; or

(b)

Either Clause 12.2(3) or Clause 12.3(4)(a) are applicable.

(2)

Where settlement is by e-conveyance, Where Item 12.2(a) specifies settlement by e-conveyance this Clause 12.1 will apply and Settlement including lodgement of Transfer Documents and payment of Balance Purchase Price, adjusted as provided in this Contract, will proceed electronically in accordance with the ECNL.

(3)

Where a party, acting reasonably, is not able to proceed with e-conveyance written notice, including advice regarding the reason for such inability must be given as soon as possible prior to Settlement Date and the provisions of Clause 12.1(10)(b)(ii) will apply with regard to Settlement.

(5)

Once this Contract has become unconditional, the party responsible for opening the Electronic Workspace designated in (Refer Item 12.2(a)) must promptly cause a Workspace to be opened and populated with all necessary information and documents to facilitate Settlement and advise all relevant parties, including relevant financial institutions, and invite them to join the Workspace.

(7)

A party will not be in default where it is prevented from complying with an obligation under this clause due to failure by the other party or a financial institution to comply with an obligation under this Clause 12.1.

(9)

Each party must do everything reasonably necessary and in a reasonable timeframe to ensure Settlement (including Financial Settlement) can occur electronically on the Settlement Date.:

(a)

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

(b)

where the parties have complied with the provisions of Clauses 12.1 and 12.3(7) and Settlement cannot occur by e-conveyance and neither party is in default, Settlement including Financial Settlement will be completed:

(i)

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

(ii)

if the parties agree, in accordance with Clause 12.2, in which case Settlement must be within 3 Business Days of the Settlement Date,

and in either case, time remains of the essence

(11)

The parties agree payments of the GST Withholding Aamount as provided by Clause 7 will be complied with, where, at Settlement Time, payment of the required amount is provided for and required in the Financial Settlement Schedule.

(16)

Where a party, acting reasonably, is not able to proceed with e-conveyance but is able to proceed with Settlement via non e-conveyance:

(a)

written notice, including advice regarding the reason for such inability, must be given to the other party as soon as possible, but not less than 5 Business Days prior to the Settlement Date;

(b)

once such notice has been given, the parties agree Settlement will proceed via non e-conveyance and the provisions of Clause 12.2 will apply; and

(c)

time remains of the essence.

(17)

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

(1)

Where Item 12.2(b) specifies settlement by non e-conveyance or Clause 12.1(3) applies or the parties agree in accordance with Clause 12.1(10)(b)(ii), tThis Clause 12.2 will apply where:.

(a)

Item 12.2 specifies settlement by non e-conveyance; or

(b)

Either Clause 12.1(16), 12.1(17) or 12.3(4)(b) are applicable.

(2)

(c)

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

(3)

Notwithstanding the completion of Item 12.2(b) specifying Settlement is to occur by non e-conveyance, the parties may agree to Settlement by e-conveyance at any time up until 1 Business Day prior to Settlement, at which point the provisions of Clause 12.1 will apply.

(4)

On the Settlement Date:

(6)

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

(7)

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

(1)

Where both parties have complied with their pre-settlement obligations under either Clause 12.1 or 12.2 and Settlement fails to occur on the Settlement Date, due to failure or inability by:

(a)

a relevant financial institution to comply with an instruction or requirement under either Clause 12.1 or 12.2, where such failure or inability does not arise due to any act or omission by a party; or

(b)

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

the date for Settlement is extended by 1 Business Day (Automatic Extended Settlement Date) and neither party is in default. This Clause 12.3(1) may only be applied to extend the Settlement Date once.

(2)

Upon a party becoming aware Settlement has failed in accordance with Clause 12.3(1), the party will promptly provide notice to the other party, advising of such failure and providing relevant supporting evidence available.

(3)

Where Clause 12.3(1) applies and circumstances require an extension longer than provided by Clause 12.3(1), either party may give written notice to the other party, no later than 4:00pm AEST on the Settlement Date, detailing the reason/s for further delay, providing relevant supporting evidence, and nominating a new settlement date, which will become the date for Settlement. There may be more than one extension under this Clause 12.3(3), but for a total of not more than 4 Business Days from the Automatic Extended Settlement Date.

(4)

Where the provisions of Clauses 12.3(1) and/or 12.3(3) have been applied, and the parties have complied with the pre-settlement provisions of Clause 12.1 or Clause 12.2 (as applicable), and neither party is otherwise in default, Settlement including Financial Settlement will be completed on the date for Settlement:

(a)

by e-conveyance in accordance with Clause 12.1; or

(b)

if the parties agree (or settlement by e-conveyance is not possible), in accordance with Clause 12.2.

(5)

In respect of this Clause 12.3, time remains of the essence.

(6)

Nothing in this Clause 12.3 prevents or otherwise restricts the parties from extending the Settlement Date by mutual agreement in writing.

(4)

in the case of short term and/or holiday lettings where the Buyer agrees to accept same, any monies paid by way of letting deposits or where such deposits have been paid to a letting Agent, and assignment thereof in favour of the Buyer;

(5)

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

(7)

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, all relevant Pool Safety Certificates certificates relating to pool safety compliance, noncompliance notice or exemptions under Section 245B of the Building Act 1975 (unless a ‘notice of no pool safety certificate’ has been provided to the Buyer prior to the Date of Contract in accordance with Section 28 of the Building Regulation 2021), and any unregistered dealings and in so doing assigns to the Buyer the benefit of such tenancies, licenses and warranties; and

(2)

and except as provided in Clause 16.6, the Seller has no knowledge of any legal actions, or any circumstance or communication which may give rise to any legal actions, affecting or which may affect the Property or any part of it;

(3)

except as disclosed in Item 20(a) and 20(b), the Seller has no knowledge of any outstanding or unsatisfied judgments, Work Orders, demands or writs, or any circumstance or communication which may give rise to such, with respect to any Statutory Body, Act, Regulation or By-Law:

(6)

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

(7)

utilities servicing the Lot or utilities on the Lot servicing adjoining lots are legally secured.

(3)

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

(4)

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

39.1

By signing this Contract, the parties acknowledge:

(1)

having received a copy for perusal prior to signing; and

(2)

being provided with the opportunity to obtain independent legal advice.

40.1

The laws of Queensland are the laws applicable to this Contract.

40.2

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

40.3

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

Payment made in accordance with Clause 44.1 is to be made from the purchase monies, but shall not be in addition to the Purchase Price., will, for Settlement:

(1)

using e-conveyance, be treated as a financial obligation in respect of Clause 12.1(16); and

(2)

for non-e-conveyance treated as an adjustment (Clause 12.2(4)(a)).

(1)

Where Item 12.2(a) specifies settlement by e-conveyance this Clause 12.1 will apply and Settlement including lodgement of Transfer Documents and payment of Balance Purchase Price, adjusted as provided in this Contract, will proceed electronically in accordance with the ECNL.

(9)

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

(b)

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

16.1

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

(1)

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

(2)

it is the owner of all the Property;

(2)

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

16.2

If a warranty set out in Clause 16.1 is incorrect or is breached by the Seller, the Buyer may by notice to the Seller, terminate this Contract.

16.3

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

(3)

except as disclosed in Item 20(a) and 20(b), the Seller has no knowledge of any outstanding or unsatisfied 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

(7)

the Seller has complied with the requirements of the Residential Tenancies and Rooming Accommodation Act 2008 with respect to the Tenancies as set out in Item 18.1.

(8)

the details set out in Item 18.2 are correct and the Seller has caused notice of sale of the Property to be given to the Managing Agent mentioned in Item 18.3.

(10)

the Seller has complied with Division 5A of the Fire and Emergency Services Act 1990 with respect to smoke alarms.

Note: From the 1st July 2007 owners of all houses and units (domestic dwellings) in Queensland must install and maintain smoke alarms in compliance with the Fire and Emergency Services Act 1990 as amended

(11)

in respect to a non-shared Regulated Pool on the Property, where there is a current Pool Safety Certificate, no alterations or additions have been made to the non-shared Regulated Pool/s or its surrounds prior to Settlement which would affect the Pool Safety Certificate/s.

16.5

If a warranty set out in Clause 16.1 (1) to (7) (excluding matters disclosed in Item 20 or Item 28) is incorrect or is breached by the Seller, the Buyer may by notice to the Seller, terminate this Contract.

16.7

If a warranty set out in Clause 16.3 (excluding matters disclosed in Item 28) is incorrect or is breached by the Seller, the Buyer may, where the Buyer would be materially prejudiced if compelled to complete the Contract,  by notice to the Seller given within 2 Business Days before the Settlement Date 14 days after the Buyer’s copy of the Contract is received by the Buyer:

44.2

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 44.1 will not apply.

(1)

The Buyer’s obligation under Clause 44.1 will not apply where:

(a)

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

(b)

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

(i)

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

(ii)

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

(2)

Where the Seller provides a certificate under Clause 44.2(1)(a) or a declaration under Clause 44.2(1)(b), such notice must be provided not less than 3 Business Days (or such shorter time as the parties may agree) prior to Settlement.

(1)

Essential Obligation means any one of the obligations set out in Clauses 3.1, 4.1, 4.4, 4.6, 5, 9.1, 11.2, 12.1, 12.2, 12.3 and 25;    

(2)

Materially Adverse Event or MAE means: a disaster as defined in section 13 of the Disaster Management Act 2003 or

(a)

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

(b)

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

(3)

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

(4)

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

(1)

Where an amount is required to be paid to the Australian Taxation Office (ATO) in accordance with the GST Withholding Notice (Item 27.3) the Buyer is authorised to withhold from the Balance Purchase Price and remit to the ATO the amount as required in Item 27.3(2) in accordance with section 14-250 of the Taxation Administration Act 1953 (Cth).

(2)

Notwithstanding the provisions of Clause 7.2(1) the Buyer will if requested by the Seller provide to the Seller at settlement a bank cheque for the GST Withholding amount payable to the Commissioner of Taxation.

(3)

Where the Buyer has provided a bank cheque to the Seller in accordance with Clause 7.2(2) the Seller must forthwith forward such bank cheque to the ATO.

(1)

not less than 14 days prior to Settlement, a GST Property Settlement Withholding Notification (Form 1); and

(2)

at or before Settlement, a GST Property Settlement Date Confirmation (Form 2).

(1)

the confirmation email response received from the ATO following lodgement of the Form 1 GST Property Settlement Withholding Notification showing the lodgement and payment reference numbers; and

(2)

the Form 2 GST Property Settlement Date Confirmation form lodged with the ATO.; and

(3)

a competed ATO payment slip.

(1)

Where Item 12.2(a) specifies settlement by e-conveyance this Clause 12.1 will apply and Settlement including lodgment of Ttransfer Ddocuments and payment of Balance Purchase Price monies, adjusted as provided in this Contract, will proceed electronically in accordance with the ECNL National Law.

(2)

Where an inconsistency exists between this and other clauses in this the Contract this Clause 12.1 will apply.

(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 National Law; and

(b)

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

(5)

Once this the Contract has become unconditional the party designated in Item 12.2(a) must promptly cause a Workspace to be opened and populated with all necessary information and documents to facilitate Settlement and advise all relevant parties, including relevant financial institutions, and invite them to join the Workspace.

(8)

The parties will confirm through the Workspace a Settlement Time. Neither party may terminate this Contract while the Workspace is locked for Ssettlement.

(9)

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

(a)

Financial Settlement occurs; or

(b)

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

(11)

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

(12)

The parties agree payments of GST Withholding as provided by Clause 7 will be complied with where at Settlement Time payment of the required amount is provided for and required in the Financial Settlement Schedule.

(13)

All monies required for e-conveyance Ssettlement must be cleared funds prior to Settlement Time.

(1)

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

Provided however the title documents with respect to the Land relate also to other land, the Seller must, unless otherwise agreed to by both parties at the time of Settlement produce those documents at the nearest office at which land title documents may be lodged to enable registration of the transfer. The Buyer shall provide at or before Settlement such undertakings as the Seller may reasonably require in relation to the production of the title documentation.  Cost of production and any new title will be borne by the Buyer.

(5)

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 relating to Rent of section 117 of the Property Law Act 1974 are not applicable.

(10)

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

(1)

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

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

(2)

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

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

41.1

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

41.2

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

41.3

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

(1)

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

(2)

property data collection agencies.

41.3

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

41.4

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

41.5

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

41.6

The Agent may from time to time provide information to a data collection agency such as RP Data Limited. Data collection agencies provide information to the real estate, finance and valuation industries to enable accurate valuations of properties.

41.6

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

27.1

The Property is: (tick one of the following)

__ Existing Residential Premises  __ New Residential Premises   __ Potential Residential Land

27.2

(The Buyer is to complete this Item 27.2 where the purchase is of Potential Residential Land.)

The Buyer is registered for GST and acquiring the Property for a ‘creditable purpose’ (as defined in the GST Act): __ Yes __ No

Note: where the answer is ‘yes’ and the acquisition is for Potential Residential Land Item 27.3(2) is not required to be completed.

27.3

GST Withholding Notice (to be completed by Seller - section 14-255 Taxation Administration Act 1953 (Cth))

(1)

The Buyer <is/is not> required to make a payment to the Australian Taxation Office in compliance with section 14-250 of the Taxation Administration Act 1953 (Cth) in relation to the Property.

(2)

Only complete the following details where payment is required:

(a)

Seller’s Name: ………………………………           ABN:………………………………..

(b)

Payment amount: $…………………………………

(c)

When payable: ……/……/……

Note: Where no date is inserted payment will be on the Settlement Date.

(d)

Where the Purchase Price is not expressed as an amount of money insert the GST inclusive market value of the Property: $…………

Important Note to Buyer: Failure by the Seller to complete this Item does not affect the Buyer’s obligation to make a payment under section 14‑250 (Clause 7).

7.1

Where the Property the subject of this Contract is, within the meaning of the GST Act a ‘new residential premises’ or ‘potential residential land’ the Seller must give to the Buyer a GST Withholding Notice (Item 27.3) in accordance with section 14-255 of the Taxation Administration Act 1953 (Cth).

7.2

Where an amount is required to be paid to the Australian Taxation Office (ATO) in accordance with the GST Withholding Notice (Item 27.3) the Buyer is authorised to withhold from the Balance Purchase Price and remit to the ATO the amount as required in Item 27.3(2) in accordance with section 14-250 of the Taxation Administration Act 1953 (Cth).

7.3

Where the GST Withholding Notice (Item 27.3) is not completed by the Seller, the Buyer is authorised to withhold from the Balance Purchase Price and remit to the ATO, in compliance with the GST Act, an amount calculated in accordance with section 14-250(6) of the Taxation Administration Act 1953 (Cth).

7.4

Where the Buyer is required to make a payment in accordance with section 14-250 (Taxation Administration Act 1953 (Cth)) the Buyer must lodge with the ATO the following forms:

(1)

not less than 14 days prior to Settlement, a GST Property Settlement Withholding Notification; and

(2)

at or before Settlement, a GST Property Settlement Date Confirmation.

7.5

Prior to Settlement the Buyer must provide to the Seller a copy of:

(1)

the response received from the ATO following lodgement of the GST Property Settlement Withholding Notification showing the lodgement and payment reference numbers; and

(2)

the GST Property Settlement Date Confirmation form lodged with the ATO.

(a)

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

(b)

where, the parties haveing complied with the provisions of Clauses 12.1 and 12.3(7), and Settlement cannot occur by e-conveyance and neither party is in default, and Settlement including Financial Settlement will be completed:

(i)

by e-conveyance on the next Business Day after the Settlement Date; or if the parties agree,

(ii)

if the parties agree, in accordance with Clause 12.2, in which case Settlement must be within 3 Business Days of the Settlement Date,

and in either case, time remains of the essence.

(a)

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

(b)

where, the parties haveing complied with the provisions of Clauses 11.1 and 11.3(6), and Settlement cannot occur by e-conveyance and neither party is in default, and Settlement including Financial Settlement will be completed:

(i)

by e-conveyance on the next Business Day after the Settlement Date; or if the parties agree,

(ii)

if the parties agree, in accordance with Clause 11.2, in which case Settlement must be within 3 Business Days of the Settlement Date,

and in either case, time remains of the essence.

(1)

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)

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

(1)

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

(2)

must 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

37.1

The parties agree and confirm any documents and communications in relation to this Contract may be forwarded electronically in accordance with this clause 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.

37.2

Any Related Document, including this Contract, to be served on any party under this Contract shall be in writing and may be served on that party:[REIQ Clause 10.4(1)]

(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 the Item Schedule; 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 the Item Schedule; or

(4)

by as an electronic communication via facsimile transmission, email or SMS text message to the party at the appropriate electronic address as stated in this Contract the Item Schedule; or

(5)

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

(6)

by delivery of an Electronically Signed document to an Electronic Workspace opened in accordance with Clause 11.1; or

(7)

by delivery to an alternative address, provided in writing by the party, by any of the methods outlined in Clauses 37.2(1) to (5) above.

37.3

A Related 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 Related document would be delivered.

37.4

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

37.5

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

37.6

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

37.7

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.

37.8

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

(1)

Inspections in accordance with Clause 4

(2)

valuation, if required (under Clause 5 or otherwise)

(3)

reading of the water meter

(4)

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

(5)

survey in accordance with Clause 24

(a)

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

(b)

sections 246AG (show cause notice – cancellation), 247 (show cause notice) or 248 (enforcement notice) of the Building Act 1975.

(1)

withhold from the purchase monies a sum equal to 10 12.5% of the Purchase Price or such lesser sum as determined in a notice of variation provided in accordance with section 14-235 of Schedule 1; and

(2)

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

(3)

promptly provide evidence of payment made in accordance with Clause 42.1(2) to the Seller

42.1

The parties acknowledge (subject to Clause 42.2) 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:

42.2

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 42.1 will not apply.

The Buyer’s obligation under Clause 42.1 will not apply.

42.3

Payment made in accordance with Clause 42.1 will, for Settlement:

42.1

The parties acknowledge (subject to Clause 42.2) 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:

42.2

Where:

The Buyer’s obligation under Clause 42.1 will not apply.

42.3

Payment made in accordance with Clause 42.1 will, for Settlement:

12.1

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

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

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

12.2

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

(1)

All Parties MUST sign annexures and initial any alterations to the Contract

(2)

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

(a)

to lodge a document electronically under the National Law; and

(b)

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

(a)

Where Item (13.2)(c) applies and there is no Pool Safety Certificate and the Buyer has indicated an intention to obtain a Pool Safety Inspection in Item (11)(c), the Seller authorises the Buyer to appoint a licensed Pool Safety Inspector for the purposes of carrying out such inspection and to receive the results of such inspection.

(b)

The Buyer will be deemed satisfied with the Pool Safety Inspection where a Pool Safety Certificate issues on or before the Inspection Date.

(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.

6.1

Unless expressly provided in the Contract the Purchase Price includes any GST liability in respect of the sale of the Property.

6.2

Any GST incurred by the Seller in respect of a taxable supply under this Contract must be paid or reimbursed by the Buyer on provision of a tax invoice.

9.1

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

(1)

Where Item (12.2)(a) specifies settlement by e-conveyance this Clause (11.1) will apply and Settlement including lodgment of transfer documents and payment of Balance Purchase Price monies will proceed electronically in accordance with the National Law.

(2)

Where an inconsistency exists between this and other clauses in the Contract this clause will apply.

(3)

Where a party, acting reasonably, is not able to proceed with e-conveyance written notice, including advice regarding the reason for such inability must be given as soon as possible prior to Settlement Date and the provisions of Clause 11.1(10)(b)(2) will apply with regard to Settlement.

(4)

Each party must:

(5)

Once the Contract has become unconditional the party designated in Item (12.2)(a) must promptly cause a Workspace to be opened and populated with all necessary information and documents to facilitate Settlement and advise all relevant parties, including relevant financial institutions, and invite them to join the Workspace.

(6)

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

(7)

A party will not be in default where it is prevented from complying with an obligation under this clause due to failure by the other party or a financial institution to comply with an obligation under this Clause (11.1).

(8)

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

(9)

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

(10)

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

(11)

Should deposit monies held by the agent be required for settlement purposes the agent is authorised and directed, if instructed by the Seller, to release the deposit monies less any commission to the Trust Account of the Seller's Solicitor. The Seller's Solicitor will hold the monies as Deposit monies under the Contract and is authorised to pay the monies as directed by the Seller in accordance with the directions of the parties.

(12)

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

(13)

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

(14)

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

(15)

Where an outgoing is to be discharged at Settlement and payment cannot be facilitated through the e-conveyance the parties will make suitable arrangements to discharge the obligation by means other than through e-conveyance.

(1)

Where Item (12.2)(b) specifies settlement by non e-conveyance or 11.1(3) applies or the parties agree in accordance with Clause 11.1(10)(b)(2), this Clause (11.2) will apply.

(2)

Settlement shall take place on the Settlement Date specified in Item (12) (or if the Settlement Date is not a Business Day on the next Business Day following) between 10.00am and 4.00pm AEST 5.00 pm:

(3)

Notwithstanding the completion of Item (12) the parties may agree to e-conveyance at any time, at which point the provisions of Clause 11.1 will apply.

(4)

On the Settlement Date:

(1)

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

(2)

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

(5)

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

(1)

the instrument of title, if any, for the Land. Provided however the title documents with respect to the Land relate also to other land, the Seller must, unless otherwise agreed to by both parties at the time of Settlement produce those documents at the nearest office at which land title documents may be lodged to enable registration of the transfer. The Buyer shall provide at or before Settlement such undertakings as the Seller may reasonably require in relation to the production of the title documentation.  Cost of production and any new title will be borne by the Buyer.

(2)

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

(3)

all Tenancy Documents, including all documents and forms required to comply with the provisions of the Residential Tenancies and Rooming Accommodation Act 2008 including Bond transfers and notice to Tenants advising of the sale, provided however section 117 of the Property Law Act 1974 does not apply insofar as it assigns to the Buyer the right to recover rent arrears.

(4)

in the case of short term and/or holiday lettings where the Buyer agrees to accept same, any monies paid by way of letting deposits or where such deposits have been paid to a letting Agent, and assignment thereof in favour of the Buyer.

(5)

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 relating to Rent of section 117 of the Property Law Act 1974 are not applicable.

(6)

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

(7)

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

(8)

a properly completed property transfer information form in accordance with the Fire and Emergency Services Act 1990.

(9)

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, relevant certificates relating to pool safety compliance, noncompliance or exemption, and any unregistered dealings and in so doing assigns to the Buyer the benefit of such tenancies, licenses and warranties.

(10)

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

9.3

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

9.4

If the Title document on Settlement relates to other lots, the Seller must produce that document to enable registration of the Transfer.

9.5

Vacant possession of the Lot (except if tenanted) and title to all the Property shall be given and passed to the Buyer on payment of the Balance Purchase Price.

(1)

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

(2)

resell the Property and provided such resale is completed within 12 months, any deficiency, including the expense of such resale, shall be recoverable by the Seller from the Buyer as liquidated damages.

(3)

may retain the Property and sue the Buyer for damages for breach of this Contract.

(4)

claim any Deposit monies that are in arrears as a liquidated debt.

(5)

appropriate the profit, if any, on resale.

(1)

sue the Buyer for specific performance of the Contract and/ or damages for breach as well as, or in lieu of, specific performance of the Contract; and

(2)

recover from the Buyer, the Deposit or any part thereof the Buyer has failed to pay as a liquidated debt.

(1)

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

(2)

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

(3)

the Buyer, in addition be is entitled to claim interest on any monies paid by the Buyer under the Contract (other than the Deposit) at the rate prescribed in Item (21) to be calculated from and including the date of payment by the Buyer up to, but excluding the date on which the money is repaid.; and

(4)

sue the Seller for damages.

(a)

under the Local Authority planning provisions the Present Use is unlawful; or

(b)

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

(c)

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

(d)

the Lot and Improvements are affected by the Queensland Heritage Act1992 or included in the WORLD HERITAGE LIST; or

(e)

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

(a)

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

(b)

must 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.

(a)

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

(b)

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

Time shall be of the essence. Settlement must take place:

37.1

The parties agree and confirm documents may be forwarded electronically in accordance with this clause.

37.2

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

37.3

A notice Related Document 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 Related Document would be delivered.

37.4

A facsimile notice Related Document sent by electronic communication will 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 received in accordance with Section 24 of the Electronic Transactions (Queensland) Act 2001 and otherwise complies with legislation.

37.5

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

37.5

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

37.6

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

37.7

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.

37.8

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

37.1

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.

37.2

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

37.3

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.

38.1

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

38.2

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.

a.

having, where applicable, received copies of any Application or Order in accordance with Section 83 of the Neighbourhood Disputes (Dividing Fences and Trees) Act 2011 as more particularly set out in Item (20)(b).; and

b.

in the case of a Property with a Regulated Pool (Item 15.2(c) or Item 15.3(b)) where no Pool Safety Certificate is current, received a Form 36 - Notice of no pool safety certificate.

(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

38.1

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.

38.2

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.

38.3

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:

38.4

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

38.5

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.

38.6

The Agent may from time to time provide information to a data collection agency such as RP Data Limited.  Data collection agencies provide information to the real estate, finance and valuation industries to enable accurate valuations of properties.

38.7

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

10.1

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

11

Body Corporate Matters

10.2

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

10.3

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

11.3

Notice of termination must be given to the Seller within 14 days after the Seller gives the Buyer the information set out in Clause 11.1 hereof.

40.

Materially Adverse Event

40.1

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

40.2

The Relevant Party must:

(a)

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

(b)

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

(c)

as soon as possible, give notice advising when it is no longer prevented from carrying out the Essential Obligation. Such notice may also include the matters detailed in Clause 40.3.

40.3

At the end of the Relevant Period, or where a notice served in accordance with Clause 40.2(c) does not contain the matters set out in paragraphs (a) to (d) of this sub-clause, either party may serve notice on the other party

(a)

advising that the Relevant Period/MAE is over,

(b)

requiring performance of or compliance with the Essential Obligation,

(c)

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

(d)

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

Such notice will be a settlement notice where the particular Essential Obligation notified in accordance with Clause 40.2(a) relates to settlement.

40.4

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

40.5

For the purposes of this Clause 40

(a)

Essential Obligation means any one of the obligations set out in Clauses 3.1, 4.1, 4.4, 4.6, 5, 7.1, 9.1, 9.2, 9.5 and 23.

(b)

Materially Adverse Event or MAE means a disaster as defined in section 13 of the Disaster Management Act 2003 or an event as defined in section 16(1)(a) of the Disaster Management Act 2003.

(c)

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

(d)

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

(1)

The Seller must maintain the Property in the condition as at the Date of Contract and must hand over the Property at Settlement without damage or loss to the condition as at the Date of Contract (fair wear and tear excepted).

(2)

and The Seller will not be liable for loss or damage to the Property Improvements on the Land 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.

(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

15.1

A Regulated Pool (Shared or Non Shared)forms part of the Property being sold or is on adjacent Regulated Land: __ Yes __ No

(if ‘yes’ complete Item (15.2) or Item (15.3) below) Note: If more than one Regulated Pool, details below must be completed in respect of each Regulated Pool. Place additional details in Special Conditions.

15.2

__ Non-shared Regulated Pool - for the Regulated Pool, at the Date of Contract, there is: (one box must be ticked)

__ (a) a current Pool Safety Certificate - Certificate No.: ……………           Expiry: …../….../……

__ (b) a current Form 17 - Final Inspection Certificate (issued for newly constructed or altered pools only)

__ (c) no current Pool Safety Certificate – Form 36 – Notice of no Pool Safety Certificate provided by the Seller (see Clause 4.3) (where Item 15.2(c) is ticked the Buyer must indicate an intention with respect to a Pool Safety Inspection in Item (11)(c))

15.3

__ Shared Regulated Pool (eg. owned by the Body Corporate) for the Shared Regulated Pool, at the Date of Contract, there is: (one box must be ticked)

__ (a) a current Pool Safety Certificate         Certificate No.: ……………           Expiry: …../….../……

__ (b) no current Pool Safety Certificate - Form 36 – Notice of no Pool Safety Certificate - provided

(a)

1. Local Government / Statutory Authorities: …….……………………….…….   Date:.…/.…/…..

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

3. _________________________________:  …………………….……….…….   Date:.…/.…/…..

(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:.…/.…/…..

(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 (details in Item (20)(b)), Clause 14.4(b), the Seller warrants the Lot 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 Lot is affected by an Application or Order under Chapter 3 of the Neighbourhood Disputes Resolution Act 2011 the Seller has, before entering into this Contract, provided a copy of the Application or Order, to the Buyer, insofar as is required by the Neighbourhood Disputes Resolution Act 2011.

(a)

terminate this Contract; or

(b)

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

(a)

unless disclosed prior to entering into this Contract in accordance with Clause 14.4(b), the Seller warrants the Lot is not subject to or affected by an Application or Order under Chapter 3 of the Neighbourhood Disputes Resolution Act 2011.

(b)

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

(a)

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

(b)

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

33.1

33.2

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

33.3

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

33.4

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

33.5

Costs incurred by one party in complying with any Work Order or Notice which, under Clause 33.1, 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.

33.6

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

33.7

Where the Seller has not by Settlement complied with Clause 33.1(1) or 33.6 and no adjustment has been made to the Purchase Price to compensate for such non compliance in respect of such works, the Buyer may recover as a debt from the Seller, the costs incurred by the Buyer in effecting such compliance carrying out necessary works.

33.5

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 33.1and 33.3

33.6

In accordance with Clause 33.1 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

33.8

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 (20).

33.9

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:

11.1

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

11.2

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

11.3

Notice of termination must be given to the Seller within 14 days after the Seller gives the Buyer the information set out in Clause 11.1 hereof.

11.3

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

14.1

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

(1)

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

(2)

it is the owner of all the Property

(3)

there is no impediment to the Seller completing the sale.

(4)

the Seller is not insolvent or bankrupt

(5)

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

(6)

there are no outstanding or unsatisfied Notices, Orders or demands with respect to any Act, Regulation or By-Law, required to be complied with by the Seller pursuant to Clause 33.1, which have not been fully complied with or which may adversely affect:

(a)

the Property, unless disclosed in Item (20); or

(b)

the Seller’s ability to complete this Contract.

(7)

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

(6)

the Seller has complied with the requirements of the Residential Tenancies and Rooming Accommodation Act 2008 with respect to the Tenancies as set out in Item (18.1) of the Item Schedule.

(7)

the details set out in Item (18.2) of the Item Schedule are correct and the Seller has caused notice of sale of the Property to be given to the Managing Agent mentioned in Item (18.3).

(8)

any Improvements to the Property not excluded in Item (16) will not have been removed by the Seller.

(9)

the Seller has complied with Division 5A of the Fire and Rescue Service Act 1990 with respect to smoke alarms.

(10)

in the case of vacant land, the Property has been provided with a separate sewerage connection, unless otherwise disclosed in Item (27) (Special Conditions). This clause shall not apply to Property where other disposal systems are required and permissible by the local authority or council.

(10)

in respect to a non-shared Regulated Pool on the Property, where there is a current Pool Safety Certificate, no alterations or additions have been made to the non-shared Regulated Pool/s or its surrounds prior to Settlement which would affect the Pool Safety Certificate/s.

(11)

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

14.2

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

14.3

The Seller warrants at the Date of Contract, unless otherwise disclosed in Item (26):

(1)

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

(2)

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

(3)

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

(4)

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

(5)

the information contained in Item (22) is correct

(6)

the information contained in Item (25) is correct.

14.4

If a warranty set out in Clause 14.1 (1) to (6) (excluding matters disclosed in Item (20) or Item (27)) is incorrect or is breached by the Seller, the Buyer may by notice to the Seller, terminate this Contract.

14.5

If the warranty set out in Clause 14.1(6) to (11) is incorrect or is breached by the Seller, the Buyer may by notice to the Seller given within 14 days after the Buyer’s copy of the Contract is received by the Buyer:

(a)

forthwith terminate this Contract; or

(b)

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

14.6

If a warranty set out in Clause 14.3 (1) to (5) (excluding matters disclosed in Item (26)) is incorrect or is breached by the Seller, the Buyer may by notice to the Seller given prior to Settlement, where the Buyer would be materially prejudiced if compelled to complete the Contract:

(a)

forthwith terminate this Contract; or

(b)

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

14.7

If the warranty set out in Clause 14.3(6) is incorrect or is breached by the Seller the Buyer may by notice to the Seller given within 14 days after the Buyer’s copy of the Contract is received by the Buyer, terminate this Contract.

14.4

If a warranty set out in:

(1)

Clause 14.1 (excluding matters disclosed in Item (20) with relation to Clause 14.1 (6) or disclosed in Item (27))

(2)

Clause 14.3 (excluding matters disclosed in Item (26) is incorrect or is breached by the Seller, the Buyer may:

(a)

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

(b)

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

14.8

Any notice of termination given to the Seller under Clause 14.4, 14.5, 14.6 or 14.7 must set out clearly, details of the incorrect or breached warranty.

14.9

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

39.1

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.

39.2

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

(1)

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

(2)

data collection agencies

39.3

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

39.4

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.

39.5

The Agent may from time to time provide information to a data collection agency such as RP Data Limited. Data collection agencies provide information to the real estate, finance and valuation industries to enable accurate valuations of properties.

15.1

__  No Shared or Non shared Regulated Pool on the Land or included as part of the Property being sold.

15.2

__  Non-shared Regulated Pool included as part of the Property being sold or on Regulated Land adjacent thereto.

Note: If more than one Regulated Pool Item 15.3 must be completed in respect of each Regulated Pool. Place additional details in Special Conditions.

15.3

If  Item (15.2) is ticked, at the date of the Contract in respect to such Regulated Pool/s there is a: (one of the boxes below must be ticked)

__  (a) Current Pool Safety Certificate     Certificate No.: ……………..   Expiry Date: …../….../……

__  (b) Current Form 17 - Final inspection certificate (issued for newly constructed pools only)

__  (c) Form 36 – Notice of no pool safety certificate (see Clause 4.3) (where there is a Notice of no Pool Safety Certificate the Buyer must indicate their intention to carry out a Pool Safety Inspection in Item (11)(c)).

15.4

__ Shared Regulated Pool (eg. owned by the Body Corporate) on the Land or on Regulated Land adjacent thereto.

15.5

If  Item (15.4) is ticked, at the date of the Contract, in respect to such shared Regulated Pool there is a:(one of the boxes below must be ticked)

__  (a) Current Pool Safety Certificate     Certificate No.: ……………..   Expiry Date: …../….../……

__  (b) Form 36 – Notice of no pool safety certificate