1. SALE AND PURCHASE AGREEMENT
AN AGREEMENT made this day of 2013
BETWEEN
A. (owner’s name (company no:. )) a company incorporated in Malaysia with its
registered office at (address owner’s 1) and its place of business at (address owners’s
2) (hereinafter referred to as "the Vendor") of the one part;
AND
B. (purchaser (Company No.: )) a company incorporated in Malaysia with its registered
address at (address) and its place of business at (address2) (hereinafter referred to as
"the Purchaser") of the other part.
WHEREAS:-
1. The Vendor is the registered owner of a piece of leasehold land held under title no.
(land title i.e HS(D)/PN/GERAN/HS/etc) , (Lot No. xxx) , (Pekan/Bandar/Mukim) ,
(Daerah xxx) , (Negeri xxx) measuring approximately xxxx Square Metres in area
together with a Single Storey Shop (to change according type of property) erected
thereon and bearing its postal address of (insert address of property) (hereinafter
collectively referred to as “the said Property”).
2. The said Property is also subject to the following restriction in interest :-
“Tanah ini tidak dibenarkan di pindahmilik atau dipajak kecuali dengan kebenaran Pihak
Berkuasa Negeri. Sekatan kepentingan ini dikecualikan bagi pindahmilik atau pajakan yang
pertama”. (to insert this clause only if the land has Restriction In Interest (RII) or
else just delete this clause)
3. The Property is further subject to Ninety Nine (99) years lease expiring on 31st
October 2097. (to delete this clause if freehold)
4. The Property is currently free from encumbrances. (OR the property is currenty
charged/assigned to xxx Bank by virtue of Loan Agreement Cum Assignment/etc
dated xxx)
5. The Property is currently tenanted (hereinafter referred to as “the Existing Tenancy”).
(if tenanted. Delete if not applicable)

2. 6. The Vendor is desirous of selling and the Purchaser is desirous of purchasing the
Property free from all encumbrances and with legal possession and subject to the
restrictions in interest and conditions now or presently expressed or implied on the
register document of title and at the price and the terms and conditions hereinafter
appearing.
7. The Purchaser will be applying to a Bank or Financial Institution (hereinafter referred
to as "the Financier") for a Loan (hereinafter referred to as "the Loan") in order to
enable the Purchaser to complete the purchase herein.
8. The Purchaser is represented by MESSRS xxx (firm’s name), Advocates & Solicitors,
(firm’s address) (hereinafter referred to as “the Solicitors’). The Vendor elects not to
be represented.
NOW IT IS HEREBY AGREED as follows:-
1. AGREEMENT TO SELL AND PURCHASE
In consideration of the sum of:-
(a) Ringgit Malaysia Seven Thousand and Eight Hundred (RM7,800.00) only
(hereinafter referred to as “the Earnest Deposit sum”) paid by the Purchaser
to the Vendor prior to the execution of this Agreement; and
(b) Ringgit Malaysia Seven Thousand Four Hundred and Sixty Six
(RM7,466.00) only (hereinafter referred to as “the Balance Deposit sum”) now
paid by the Purchaser to the Vendor upon execution of this Agreement
(hereinafter the Earnest Deposit Sum and the Balance Deposit shall collectively be
referred to as “the Deposit Sum”) the receipt whereof the Vendor hereby
acknowledges being payment of deposit and earnest money in the event of the
completion of the sale and purchase herein as part payment towards the purchase
price the Vendor hereby agrees to sell and the Purchaser agrees to purchase the said
Property at the purchase price of Ringgit Malaysia One Hundred Fifty Two
Thousand Six Hundred and Sixty (RM152,660.00) only (hereinafter referred to as
“the Purchase Price”) free from all charges and encumbrances but subject to the terms
and conditions hereinafter set-forth.
2. CONDITION PRECEDENTS (insert this clause only if the property has RII)
(a) The sale and purchase of the said Property is subject to the approval of the
said Consent (as hereinafter defined).
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3. (b) The Vendor shall apply to the relevant authority for the consent to transfer the
said Property to the Purchaser (”the said Consent”) and the Purchaser shall
assist the Vendor in the said application.
(c) In the event that the said Consent is not granted within six (6) months from
the date of this Agreement or within any extension period as shall be
determined and agreed by the Purchaser, the Vendor shall refund free of
interest the Deposit Sum and any other sums received by them from the
Purchaser to the Purchaser and whereupon this Agreement shall terminate
and be of no further effect and neither parties hereto shall have any claim
against the other.
(c) The parties hereby agree that the date of which this Agreement
becomes unconditional is the date of receipt by the Solicitors of the said
Consent (hereinafter referred to as “the Unconditional Date”).
3. PAYMENT OF BALANCE OF PURCHASE PRICE
(a) The Purchaser shall pay the sum of Ringgit Malaysia One Hundred Thirty
Seven Thousand Three Hundred and Ninety Four (RM137,394.00) only
being the balance of purchase price (hereinafter referred to as "the Balance of
Purchase Price") by means of the Loan or otherwise to the Solicitors as
stakeholders within three (3) months from the Unconditional Date (hereinafter
referred to as “the Completion Date”).
(b) In the event that the Purchaser shall fail to pay the Balance of Purchase Price
within the Completion Date the Vendor shall grant to the Purchaser an
extension period of one (1) month from the expiry of the Completion Date
(hereinafter referred to as “the Extended Completion Date”) in which to pay
the Balance of Purchase Price PROVIDED ALWAYS that the Purchaser shall
pay the Vendor the interest calculated on the Balance of Purchase Price or any
part thereof still outstanding at the rate of Eight per centum (8%) per annum
on a day to day basis (hereinafter referred to as "the Late Payment Interest").
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4. 4. MEMORANDUM OF TRANSFER/DEPOSIT OF TITLE
1. The Vendor shall simultaneously with the execution of this Agreement
execute a Memorandum of Transfer in favour of the Purchaser and shall
deposit the same with the Solicitors as Stakeholders for the purpose of
adjudication only.
2. Upon execution of this Agreement, the Vendor shall forward to the
Purchaser’s Solicitors the following:
i) the following documents certified as a true copy by the company
secretary of the Vendor:-
a. the Memorandum and Articles of Association of the Vendor and
the latest return in Forms 24, 44 and 49 of the Vendor;
b. the Directors’ and the Members’ Resolutions approving the sale of
the Property on the terms and conditions herein contained and
authorizing the execution of this Agreement, Transfer and all other
ancillary documents and if necessary the affixing of its common
seal on this Agreement and/or the Transfer;
c. the identity card(s) of the director(s) of the Vendor who are duly
authorized to execute this Agreement and the Transfer in
accordance with the requirement of the Companies Act 1965;
ii) the Original issue document of title to the Property;
iii) a copy of the current quit rent in respect of the Property; and
iv) a copy of the assessment receipt in respect of the Property.
(hereinafter referred to as “the Vendor’s Documents)
3. The Solicitors are hereby authorized to release the Vendor’s Document to the
Solicitors for the Financier upon receipt of the differential sum between the
Loan and the Balance Purchase Price.
5. PRESENTATION OF DOCUMENTS
Upon the deposit of the Balance Purchase Price with the Solicitors or upon receipt of
the differential sum between the Loan and the Balance Purchase Price as the case may
be and upon the Memorandum of Transfer being duly adjudicated and stamped, the
parties hereto authorise the Solicitors to forthwith present the Memorandum of
Transfer for registration at the relevant Land Registry/Office or forward the duly
adjudicated and stamped Memorandum of Transfer to the Solicitors for the Financier
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5. to present simultaneously the Memorandum of Transfer and Charge for registration
in favour of the Purchaser and the Financier respectively.
6. REAL PROPERTY GAINS TAX
(a) The parties hereto agree and declare that they will comply with the provisions
of the Real Property Gains Tax Act, 1976 and its amendments thereto and in
particular the notification of this transaction shall be made by each party
separately in the prescribed form and submitting the same to the Director
General of Inland Revenue within Sixty (60) days from the date of this
Agreement.
(b) The parties hereto agree that as the Vendor has acquired the Property for more
than Five (5) years before the disposal herein, and accordingly no money shall
be retained for the purpose of Section 21B of the Real Property Gain Tax Act,
1976 provided a copy of the CKHT 3 duly executed by the Vendor shall be
forwarded to the Solicitors upon execution of this Agreement.
(c) The Vendor hereby agrees covenants and undertakes with the Purchaser to
pay all tax that may be payable (if any) by the Vendor pursuant to the Real
Property Gains Tax Act, 1976 in connection with the sale herein and the
Vendor hereby further agrees covenants and undertakes to keep the Purchaser
the Solicitors hereto fully indemnified against the aforesaid tax liabilities of
the Vendor including all actions proceedings costs and demand in respect
thereof.
7. RELEASE OF BALANCE OF PURCHASE PRICE
The parties hereto expressly agree and the Solicitors are expressly authorized by the
parties that upon receipt of the Balance of Purchase Price and Late Payment Interest
(if any) or part thereof the Solicitors shall:-
(a) pay the apportioned outgoings and all outstanding sum payable by the
Vendor to the Purchaser or any other relevant parties pursuant to Clause 16
hereunder; and
(b) release the balance thereof (if any) to the Vendor upon expiry of Seven (7)
days after the presentation of the documents aforesaid in Clause 5 for
registration PROVIDED THAT legal possession of the Property shall have
been delivered to the Purchaser.
8. PRIVATE CAVEAT
Immediately after the execution of this Agreement the Purchaser shall be entitled at
their own costs and expenses to present and register a private caveat against the
Property for the purpose of protecting the Purchaser's interests in the Property and
prohibiting any dealings by the Vendor in the Property prior to the completion or
lawful termination of this Agreement as the case may be PROVIDED ALWAYS
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6. THAT simultaneously with the execution of the application for entry of a private
caveat the Purchaser shall also execute a withdrawal of private caveat which shall be
deposited with the Solicitor who are irrevocably authorised to present the
withdrawal of private caveat form for registration at the relevant Land
Office/Registry within seven (7) days upon the lawful termination of this Agreement.
9. DELIVERY OF LEGAL POSSESSION (if not tenanted, to change the words Legal
Possession to Vacant Possession)
(a) It is hereby agreed by the parties hereto that legal possession of the Property
shall be delivered by the Vendor to the Purchaser within Three (3) working
days from the date of receipt by the Solicitors of the full payment of the
Purchase Price together with the Late Payment Interest [if any] (hereinafter
referred to as “the Delivery Date”).
(b) If the Vendor fails to deliver legal possession of the Property by the Delivery
Date, the Vendor shall be liable to pay the Purchaser liquidated damages
calculated from day to day at the rate of Eight per centum (8%) per annum of
the Purchase Price from the expiry of the Delivery Date until the date of legal
possession of the Property is delivered to the Purchaser. Such liquidated
damages shall be paid by the Vendor to the Purchaser immediately upon the
date of legal possession of the Property is delivered to the Purchaser.
10. DEFAULT BY PURCHASER
It is hereby agreed by the parties herein that in the event of the Purchaser failing to
pay the Balance Purchase Price in accordance with the provisions hereof, the Deposit
Sum shall be forfeited by the Vendor absolutely and the Vendor shall forthwith
refund free of interest any other sums received by the Vendor from the Purchaser and
whereupon this Agreement shall terminate and be of no further effect and neither
parties hereto shall have any claim against the other and the Vendor shall be at
liberty to re-sell the Property either by public auction/by private contract and at such
time and place and subject to such conditions and in such manner as the Vendor shall
think fit without the necessity of previously tendering /offering to make any sale to
the Purchaser.
11. DEFAULT BY VENDOR
In the event that the Vendor shall fail to complete this transaction for any reasons
whatsoever after the Purchaser has/have complied with the terms and conditions
herein, the Purchaser shall be entitled to the remedy of specific performance against
the Vendor and all costs and expenses whatsoever including the solicitors’ fees
incurred in respect of such action shall be borne and paid by the Vendor or
alternatively the Purchaser shall be entitled at his option to require the Vendor to
refund to the Purchaser all monies paid by the Purchaser free of interest together
with liquidated damages equivalent to ten per centum (10%) of the Purchase Price
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7. and thereafter this Agreement shall be deemed as null and void and be of no further
effect and neither parties hereto shall have any claim against the other whatsoever.
12. GOVERNMENT ACQUISITION
(a) The Vendor hereby expressly declares that the Vendor has/have no notice or
knowledge of the Government or any other authority having power on its
behalf acquiring any part of the Property for any purpose whatsoever.
(b) In the event the Property or any part thereof shall before the presentation for
registration of the transfer in favour of the Purchaser be or become affected by
any notice of acquisition or intended acquisition under the Land Acquisition
Act, 1960 or other legislation in Malaysia, the Vendor shall give notice thereof
to the Purchaser within seven (7) days from the receipt of such notice thereof.
In such event the Purchaser shall within fourteen (14) days of such
notification have the option either to terminate this Agreement or to proceed
with the purchase hereunder and in the case of the latter, the Vendor shall
give notice to the acquisition authority of the Purchaser’s interest in the
Property and it shall then be open to the Purchaser to claim and receive
compensation accordingly under the provisions of the Land Acquisition Act,
1960 or any statutory modification thereof Provided That the Purchase Price
shall have fully been settled by the Purchaser. In the event of the Purchaser
desiring to terminate this Agreement, the Purchaser shall notify the Vendor of
such its desire and the Vendor shall within fourteen (14) days of such
notification cause to be refunded to the Purchaser the Deposit Sum and all
monies paid pursuant to this Agreement free of interest and thereupon this
Agreement shall be null and void and cease to have any force or effect and
neither party shall have any claim against the other in respect thereof.
13. NON-REGISTRATION OF TRANSFER
In the event that the transfer of the Property in favour of the Purchaser cannot be
registered for any reasons whatsoever save and except where there is any default,
wilful neglect, omission or blameworthy conduct on the part of the parties hereto, the
Purchaser shall redeliver or cause to be redelivered to the Vendor:-
(a) the Original Vendor’s Documents and and the Memorandum of Transfer;
(b) a valid and registrable withdrawal of the private caveat duly executed by the
Purchaser and/or the Financier on the Property; and
(c) vacant possession of the Property to the Vendor (if the Property has been
delivered to the Purchaser).
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8. in exchange for the refund by the Vendor to the Purchaser and/or the Financier, as
the case may be, of the full amount of the Purchase Price paid to the Vendor in
accordance with the provisions of this Agreement free from interest whereupon this
Agreement shall be terminated and cease to be of any effect but without prejudice to
any legal rights either parties may be entitled against the other in respect of any
antecedent breach and the Vendor shall be free to deal with the Property in
whatsoever manner as the Vendor may absolutely deem fit, without having to
account to the Purchaser.
14. APPORTIONMENT OF OUTGOINGS
All quit rent, assessment, sewerage charges, and other legal outgoings in respect of
the Property shall be apportioned as on the Delivery Date and the amount due by
virtue of such apportionment shall on the same date be paid to the party entitled to
the same. The Vendor hereby expressly covenants to deliver to the Solicitors the
current quit rent and assessment receipts upon the execution of this Agreement and
shall indemnify the Purchaser of all penalties and damages which may arise as a
result of late payment or default in payment in respect of such quit rent assessment
and legal outgoings.
15. TRANSFER OF ASSESSMENT AND QUIT RENT AND UTILITIES DEPOSIT
The Purchaser hereto shall arrange to complete the assessment transfer form (Borang
I) and if necessary quit rent transfer form before the date fixed for completion and
cause the same to be filed with the Local Authority and the relevant Land Office.
Both parties hereby confirm that the Solicitors have informed them of this
requirement and neither party shall hold the Solicitors responsible for the non-
compliance of such requirement.
16. PROPERTY SOLD ON AS IS WHERE IS BASIS
The Property is sold in its present state and condition and the Purchaser shall be
deemed to have inspected the Property and have satisfied himself / herself / itself /
themselves by examination and inspection as to the Property in every respect and the
Purchaser shall be deemed to have full knowledge of the nature and effect hereof and
the Purchaser shall be deemed to have purchased the Property on an “as is where is”
basis and not upon or pursuant to any representation statement warranty or
condition whatsoever made to the Purchaser and the Purchaser shall not be entitled
to rescind the purchase or to claim any compensation or damages nor any reduction
in the purchase price in respect of the conditions measurement area and state of the
Property.
17. FORCE MAJEURE
In the event the Property or part thereof shall be destroyed or damaged by fire
landslides before the Property is transferred to the Purchaser the Purchaser may at its
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9. option by notice in writing terminate this Agreement in which case the Purchaser
shall be immediately entitled to the refund of all monies paid hereunder free of
interest. If such option is not exercised, all monies received under the insurance
policy then subsisting shall be applied at the Purchaser’s option either in rebuilding
or reinstating the Property and the balance (if any) of such insurance monies shall be
paid to the Purchaser.
18. FURTHER ACTS
The parties hereto expressly agree that they shall execute and do and procure all
other persons or companies, if necessary, to execute and do all such further deeds
assurances acts and things as may be reasonably required so that full force and effect
may be given to the terms and conditions of this Agreement and to procure and/or
ensure the registration of the Purchaser as the registered proprietor(s) of the Property
as provided herein.
19. VENDOR’S UNDERTAKING
In the event that the Purchaser is applying for a loan from any financial institution in
Malaysia or from the Government of Malaysia to assist in the purchase of the
Property, the Vendor shall upon the request of the Purchaser and/or the Solicitors
execute a Letter of Undertaking in favour of such financial institution or the
Government of Malaysia undertaking to refund the loan sum released towards the
account of the Balance of Purchase Price in the event that the Transfer in respect of
the Property in favour of the Purchaser cannot be registered for any reasons
whatsoever.
20. REPRESENTATIONS AND WARRANTIES
The Vendor hereby expressly represents and warrants to and undertakes with the
Purchaser as follows:-
(a) The Vendor is the registered / beneficial owner of the Property and is not
holding the Property in benefit for any other third party;
(b) The Vendor has not at any time prior to and up to the date hereof entered into
any agreements or arrangements whether written or otherwise for the sale,
option, licence, easement or right of first refusal in respect of the Property to
any person, firm, corporation or body;
(c) The Vendor is not wound up and no litigation or arbitration proceedings is or
are presently current or pending or threatened against the Vendor which
default, litigation or arbitration proceeding as the case may be, might
materially affect the Vendor’s ability to perform the obligation under this
Agreement or frustrate the completion of the transaction hereunder;
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10. (d) All the express and implied conditions of the title to the Property have been
complied with and hereby covenants to indemnify the Purchaser against all
liabilities in respect of any breach of the conditions therein including any quit
rents, rates, assessments and other lawful outgoings due to the relevant
authorities in respect of the Property prior to the date hereof and the Vendor
shall not at any time hereafter do or suffer to be done or omitted any act,
matter or thing in or in respect of the Property or any part thereof which will
be liable for forfeiture or attachment;
(e) The Vendor shall do or execute all such things, documents and agreements as
may be necessary and reasonably required of the Vendor by the Financier, or
the Financier’s Solicitors for the completion of this sale and purchase
agreement;
AND the Vendor confirms that the Purchaser has entered into this Sale and Purchase
Agreement relying on the above representations, covenants and undertakings and
include all the covenants, warranties states in the recital and all the terms and
conditions of this Agreement and that all the representation covenant and
undertakings are true and correct as at the date of this Agreement and the Vendor
shall undertake to indemnify the Purchaser for all losses, damages suffered in the
event any of the representations, covenants and undertakings as stated in this
Agreement is/are found to be false or incorrect.
21. NOTICES
Any notice or request with reference to these presents shall be in writing and shall be
deemed to have been sufficiently served or given for all purposes herein on the
respective parties hereto if left by hand or sent by facsimile or prepaid registered post
to the party to whom it is addressed at their respective addresses abovestated or to
such address as one party may notify to the other in writing or to Solicitors or agents
duly authorised and shall in the case of a notice or request sent by facsimile or
prepaid registered post be deemed to have been served when it ought in the ordinary
course of transmission or post to have been received.
22. TIME OF THE ESSENCE
Time wherever mentioned in this Agreement shall be of the essence of this
Agreement.
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11. 23. COSTS AND EXPENSES
(a) The costs of and incidental to this Agreement, the filing of CKHT 2A form and
the Transfer including the legal fees, stamp fees and registration fees shall be
borne and paid by the Purchaser.
(b) The costs of and incidental to the Consent to Transfer and the filing of CKHT
1A and CKHT 3 form shall be borne and paid by the Vendor.
24. INTERPRETATION
In this Agreement unless there is something in the subject or context inconsistent
with such construction or unless it is otherwise expressly provided:-
(a) the expression “the Vendor” and “the Purchaser” shall include the respective
successors personal representatives and assigns of the Vendor and the
Purchaser and where two or more persons are included in any of the aforesaid
expression this Agreement binds such persons jointly and severally;
(b) words importing the masculine gender only include the feminine and neuter
genders;
(c) words importing the singular number only include the plural and vice versa;
and
(d) words applicable to human beings include any body of persons corporate or
unincorporate.
25. REFUND BY THE VENDOR
Any refund by the Vendor to the Purchaser of the Deposit Sum or any other monies
received by the Vendor from the Purchaser in accordance with the provisions
hereinabove shall be made within fourteen (14) days from the date of request of the
same, failing which interest at the rate of eight per centum (8%) per annum on a day
to day basis will be payable by the Vendor to the Purchaser which interest shall be
calculated from the expiry of the fourteen (14) days from the date of request until the
date the monies are refunded to the Purchaser.
26. REMOVAL OF ENCUMBRANCE
i) The Vendor shall at its own cost and expense cause all encumbrances, if any,
including caveats of whatsoever nature over the said Property (save and
excepts for caveats lodged or caused to be lodged by the Purchaser and/or the
Financier) to be removed Failing which the Solicitors are hereby expressly and
irrevocably authorized by the Vendor to utilize the Balance of Purchase Price
to remove all such encumbrances on the Property.
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12. ii) Notwithstanding anything to the contrary contained herein, if the Property at
any time during the continuance of this Agreement is howsoever encumbered
or subject to any caveats whatsoever (other than encumbrances created by the
Purchaser or the Purchaser’s Financier) the Purchaser shall be entitled to
suspend the time for payment of the Balance of Purchase Price hereunder
until the such encumbrances or caveats is removed at the cost and expenses of
the Vendor.
27. SUCCESSORS BOUND
This Agreement shall be binding upon the parties hereto their assigns and personal
representatives respectively.
28. KNOWLEDGE OR ACQUIESCENCE
Knowledge or acquiescence of either party hereto of or in any breach of any of the
conditions or covenants herein contained shall not operate as or be deemed to be a
waiver of such conditions or covenants or of any of them and notwithstanding such
knowledge or acquiescence each party hereto shall be entitled to exercise their
respective rights under this Agreement and to require strict performance by the
other of the terms and conditions herein.
29. SEVERABILITY
Any term, condition, stipulation, provision, covenant or undertaking in this
Agreement which is illegal void prohibited or unenforceable shall be ineffective to
the extent of such illegality, voidness, prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such illegality, voidness,
prohibition or unenforceability shall not invalidate or render illegal, void or
unenforceable any other term, condition, stipulation, provisions, covenant or
undertaking herein contained.
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*** *** *** *** *** *** *** ***
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13. IN WITNESS WHEREOF the parties hereto have hereunto set their respective hands and
seal the day and year first abovewritten.
The Common Seal of )
The (nama of owner) )
was hereunto affixed hereunto )
in accordance with its Memorandum)
and Articles of Association )
in the presence of :- )
……………………………… ..……………………………
DIRECTOR DIRECTOR/SECRETARY
Name : Name :
NRIC No.:
NRIC No.:
The Common Seal of )
The (name of Purchaser) )
was hereunto affixed hereunto )(to affix common seal of company)
in accordance with its Memorandum)
and Articles of Association )
in the presence of :- )
…………………………… ..……………………………
DIRECTOR DIRECTOR/SECRETARY
Name : Name :

14. NRIC No.:
NRIC No.:

15. DATED THIS DAY OF
2013
BETWEEN
(Owner’s name)
[Vendor]
AND
(purchaser’s name)
[Purchaser]
************************************************************
SALE AND PURCHASE AGREEMENT
************************************************************
M/S. xxxxxx
ADVOCATES & SOLICITORS
(Address)
TEL No.:
FAX No.:
Ref: