Resource Library
Sale and purchase Agreement
Clause's
Access
This agreement is conditional upon access being given to the purchaser
from the contract date and the possession date for the purpose of obtaining quote’s
for repairs to the property. (If any required).
Access for Subdivision
This agreement is conditional upon access being given to the purchaser between the
date of signing this agreement and the settlement date for the purposes of commencing
subdivision application for the property. The vendor agrees to assist with this
process by signing any necessary documents to facilitate the subdivision process.
All costs related to this process are to be borne entirely by the purchaser. (Substitute
with vendor if required)
Access for Due Diligence
This contract is conditional upon the vendor providing the purchaser (and/or its
invitees) access to the property as many times as necessary in order to carry out
its’ due diligence investigation (giving the required notice to the tenants
as per the Tenancy Act.)
Access for improvements and Cosmetic Renovation
Upon the agreement becoming unconditional the Vendor shall allow the Purchaser
access to the property in order to carry out cosmetic improvements to the property
and show prospective tenants the property. The purchaser will place a general house
insurance policy over the property to the benefit of the vendor during this period
of renovations. (Optional)
Access for external Renovation
Upon the agreement becoming unconditional the vendor will allow the purchaser access
to the grounds and the exterior of the property in order to carry out cosmetic improvements
to the garden, grounds and exterior paintwork. Such work will only be conducted
from 9am till 6.30pm or weekends at the discretion of the tenants.
Finance
This agreement is conditional on the Purchaser arranging suitable finance
on terms and conditions satisfactory to the Purchaser, and advising the Vendor or
the Vendor’s solicitor on or before 4.00 pm on (Insert Date) that this condition
has been satisfied. This condition is for the sole benefit of the Purchaser.
Back up agreement Clause
This agreement is conditional upon a prior agreement for the sale of the property
not being confirmed in all respects by within XXXXX working days. Being the latest
date on which a condition under the prior agreement is to be confirmed, or upon
the earlier termination of the prior agreement. The Vendor agrees not to grant any
extension of the confirmation date under the prior agreement and to take all reasonable
steps to ensure cancellation or termination on the termination date.
Building consent Clause
This agreement is conditional upon the purchaser obtaining from the relevant
Local Body configuration that it will grant a building consent in respect of the
section hereby purchased and sold on conditions acceptable to the purchaser.
Cash Backstop Clause
14.0 This is an unconditional cash offer. However, the vendors may cancel
this contract at their option at any time prior to by notice in writing to the purchaser's
solicitor.
15.0 If the contract is cancelled pursuant to clause 14.0 above then the vendors
shall pay the sum of $XXXX to the purchaser by way of cancellation fee within 24
hours notice having been given pursuant to clause 14.0 above. Upon this payment
being made the parties shall have no further claims against each other.
16.0 insert Agency may continue to market the property for the vendors to obtain
an unconditional contract for the vendors for XXXX working days. 17.0 If the vendors
do not cancel the contract pursuant to clause 14.0 above then the purchaser and
its agents shall be permitted reasonable limited access to the property (upon giving
reasonable notice) prior to possession date in order to market the property for
itself but taking into account that the vendors will still be occupying the home
until settlement.
Cash out Clause
If before the vendor has been notified that the condition(s) herein have been satisfied
the vendor obtains an offer for the within property on terms deemed to be acceptable
to the vendor then the vendor may give the purchaser XXXX working days' notice in
writing advising the purchaser of such offer and may, at any time after the expiry
of such notice and before receiving advice of the fulfilment of the said condition(s)
or of the waiver thereof by the purchaser, by further notice in writing to the purchaser
cancel this contract.
Local Authority consent Clause
This agreement is conditional on the Purchaser obtaining at their cost, approval
or consent for from And advising the Vendor or the Vendor’s solicitor by 4.00
pm on (Insert date) that such approval or consent has been obtained. The purchaser
(or Vendor) shall bear all expense involved and will use the Purchaser’s best
endeavours to obtain such approval or consent within that period. This condition
is for the sole benefit of the Purchaser.
Additional Report Clause
This agreement is conditional on the Purchaser being satisfied with a report on
(describe subject of report) to be obtained from Should the Purchaser in good faith
be dissatisfied with any matter contained in the report the Purchaser may terminate
this agreement by notice in writing to the Vendor or the Vendor’s solicitor,
such notice to be received by 4.00 pm on (insert date). If notice is not received
within time this contract is at an end.
Purchasers Condition
This agreement is conditional upon the purchaser approving (at the purchasers
sole discretion) all matters that the purchaser considers may touch, concern or
affect the property within XXXXX working days of the date of this contract. This
condition is inserted for the benefit of the purchaser.
Dual Purchasers Condition Clause
14.1 For the purposes of determining whether this property will meet our
investment criteria, the Purchaser shall endeavour to notify the Vendor within 15
working days if the valuations/appraisals obtained identifies that this property
will not meet these criteria. The Purchaser will advise in writing if these criteria
are not met and this agreement will then be null and void.
14.2 This agreement is then conditional upon the Purchaser approving (in the Purchasers’
sole and unfettered discretion) all matters that the Purchaser considers may touch,
concern or affect the property or the commercial viability of the transaction within
15 working days after sub-clause 14.1 has expired. If notice is not received in
writing by the Vendor’s solicitor or agent by 5pm on the 15th working day
after sub-clause 14.1 has expired of the purchasers’ approval of the property
then the contract will be at an end. This condition is inserted for the sole benefit
of the purchaser.
Purchasers Condition 2
This agreement is in all respects conditional upon the Purchaser being
satisfied that the property is suitable for the Purchasers requirements following
the Purchaser carrying out a due diligence verification of the property. The date
for fulfilment of this due diligence condition is 10 working days after the date
of this agreement. The parties acknowledge that this due diligence condition is
inserted for the sole benefit of the Purchaser and may at any time prior to this
agreement being voided be waived by the Purchaser giving written notice of the waiver
to the vendor. If this condition is not fulfilled the Purchaser shall not be obliged
to state any reason for the Purchaser’s lack of satisfaction.
Purchasers Condition 3
This agreement is entirely conditional upon the Purchaser approving in the Purchasers
sole and subjective opinion all matters that the Purchaser considers may touch,
concern or affect the property or the commercial viability of the transaction within
XXXXX working days from the date of this agreement. The Vendor agrees to provide
the Purchaser (and/or it’s invitees) access to the property as many times
as necessary in order to carry out its due diligence investigation. This condition
is inserted for the sole benefit of the Purchaser.
Funding Clause
This agreement is subject to the purchaser arranging finance on terms and
conditions acceptable to the purchaser in its sole discretion within XXXX working
days of the date of this agreement.
Vendor Finance Clause
Under the heading “Balance of purchase price to be paid or satisfied as follows”
insert:
1. By $ in cash upon the possession date
2. By the Purchaser executing in favour of the Vendor a first mortgage in respect
of the property as described in Further Terms of Sale-.0 hereof
Under the heading “Further Terms of Sale” insert:
-.0 The first mortgage from the purchaser to the vendor shall secure the sum of
$ The mortgage shall be for a term of …………….
years with interest at ……………………%
pa (penalty rate …………% pa) calculated with monthly rests
and payable monthly from the possession date. In addition to payment of interest
the Purchaser shall make reduction in the principal sum of $ each month. The Purchaser
may make additional payments in reduction of the principal sum, interest to cease
on such additional payments as from the next monthly interest day but any such additional
payment(s) shall not relieve the Purchaser from the obligation to make the compulsory
principal payments. Such mortgage will be prepared by the Vendor’s solicitor
at the expense of the Purchaser and shall be in the standard form published by the
Auckland District Law Society.
Option Agreement
To: ( name of option holder) In consideration of the sum of $ (the receipt of which
is acknowledged) I grant to you (or your nominee) an option to purchase the land
and chattels (if any) described in the attached form of Agreement of Sale and Purchase
of Real Estate upon the terms and conditions set out. The sum paid in consideration
for this option shall be credited towards the purchase price if you exercise this
option but otherwise shall be forfeited to me.
This option can be exercised by you at any time before 5.00 pm on (insert date)
(time being of the essence) by delivery of (acceptance in the form annexed) to my
solicitor (insert name) at
DATED: / / 20
Signature of Owner Granting Option
Exercise of option agreement
To: (name of owner)
In exercise of the option granted by you to me to purchase the land and chattels
(if any) described in the attached form of Agreement for Sale and Purchase of Real
Estate and upon the terms and conditions set out, I now tender such Agreement signed
by me, together with payment (specify whether by bank cheque, solicitor’s
trust account cheque or otherwise) of the deposit specified in the Agreement.
DATED: / / 20
Signature of Owner Granting Option
Purchasers Works
Upon taking possession of the property the purchaser may undertake such work and
improvements on the property (including construction work) as the purchaser may
require but subject to compliance with all appropriate statutory and regulatory
requirements. The vendor shall undertake such matters & sign such documents
as are necessary to support the purchaser in any application to the appropriate
regulatory authority in respect of such works provided that the purchaser shall
be responsible for all application costs in undertaking such matters. The purchaser
shall be responsible for payment of all local authority rates from the possession
date. The purchaser shall be responsible for all risks in respect of any work undertaken
by the purchaser upon the property.
Sale on Vendor Terms
Under the heading “Balance of purchase price to be paid or satisfied
as follows” insert:
(i) By $ in cash on the possession date.
(ii) By the Purchaser paying consecutive monthly payments of $, the first of which
shall be paid one month following the possession date, such payments to be applied
by the Vendor firstly in payment of interest at the rate of …………%
pa (penalty rate …………….% pa) calculated with
monthly rests and payable monthly and secondly in reduction of the balance of the
purchase price. On (insert date) any balance of the purchase price then outstanding
shall be paid. The provisions of Further Terms of Sale (-.0) are to apply.
Under the heading “Further Terms of Sale” insert:
-.0 Sale on Credit Terms
-.1 The purchaser may at any time make additional payments in reduction of the balance
of the purchase price. Interest shall cease upon any such payment as from the next
interest day. The making of any additional payment(s) shall not relieve the purchaser
of the obligation to continue to make the compulsory periodic payments.
-.2 During the term of this agreement the Purchaser will keep the property and buildings
or other improvements erected thereon in good and tidy condition and repair and
will keep any buildings insured in the joint names of the parties for their replacement
value, will pay all outgoings in respect of the property and will attend to any
requisitions of any statutory authority arising in respect of the property. If the
Purchaser fails to meet the obligations under this clause the Vendor may do so and
recover the amount paid from the Purchaser together with interest at the penalty
rate for the period the Vendor is out of pocket. The proceeds of any insurance claim
shall be received by the Vendor and may be applied in or towards payment of the
balance of the purchase price and other monies owing hereunder.
-.3 During the term of this agreement the Vendor may mortgage or re-mortgage the
property provided always that the combined amount of any mortgages does not at any
time exceed the balance of purchase price from time to time owing hereunder. If
the Purchaser caveats the property, the Purchaser shall, at the Purchaser’s
expense and without delay make available to the Vendor any consent to the registration
of any such mortgage (or variation of mortgage).
-.4 The purchaser may remedy any default by the Vendor under any mortgage of the
property and any money paid by the Purchaser in so doing shall be deemed to be a
payment in reduction of any portion of the purchase price outstanding hereunder.
-.5 The purchaser shall, if called upon by the Vendor to do so, take title to the
property and execute in favour of the Vendor a first or first and second mortgage(s)
upon financial terms and conditions no less favourable than those under which the
Purchaser holds the property under this agreement.
-.6 If, during the continuance of this agreement, any agreement for sale and purchase,
exchange or other disposition of the property is entered into the balance of the
purchase money and all other monies owing hereunder shall thereupon at the option
of the Vendor becomes due and payable.
(Note Take legal and accounting advice due to GST issues)
Vendor Funding 2
Under the sub heading “Balance of purchase price to be paid or satisfied as
follows” insert:
1. By $. in cash upon the possession date
2. By the Purchaser executing in favour of the Vendor a second mortgage(subject
only to a first mortgage of not more than $, including any priority amount, in favour
of ………………………………………………………….),
as described in Further Terms of Sale -.0.
NOTE:
The proposed first mortgage should also be described in the Financial Conditions
section of the schedule.
Under the heading “Further Terms of Sale” insert:
-.0 The second mortgage from the Purchaser to the Vendor shall secure the sum of
$ and shall be for a term of . years with interest at % pa (penalty rate % pa) calculated
with monthly rests and payable monthly from the possession date. In addition to
payment of interest the Purchaser shall make reduction in the principal sum of $
each month. The Purchaser may make additional payments in reduction of the principal
sum, interest to cease on such additional payments as from the next monthly interest
day but any such additional payment(s) shall not relieve the Purchaser from the
obligation to make the compulsory principal payments. The provisions of sub clause
8.3 shall apply to the mortgager as if it were arranged pursuant to a financial
condition. Such mortgage will be prepared by the Vendor’s solicitor at the
expense of the Purchaser and shall be in the standard form published by the Auckland
District Law Society. The Purchaser shall have the right to renew or extend the
first mortgage or to arrange a new first mortgage provided that the mortgage to
the Vendor is reduced by the amount (if any) by which any new or increased first
mortgage exceeds the amount of the first mortgage stated in the financial conditions.
If no first mortgage amount is stated the total of the first mortgage and second
mortgage shall not exceed % of the purchase price.
Sunset Clause 1
This agreement is rendered null and void if not signed by the vendor and
faxed or delivered to the purchasers solicitor before AM/PM on / /
Vacancy Clause
This agreement is conditional on the Tenants being given notice to leave
prior to settlement date.
Subdivision
FURTHER TERMS OF SALE
14. Definitions:
”Vendor’s Land” means all those Lots or parcels of land contained
in Certificates of Title held by the Vendor under identifiers XXXXXXXXX
“Subdivision” means the Vendor’s subdivision into residential
Lots of the Vendor’s land to be generally in accordance with those Lots comprising
the Vendor’s land shown on Plan intended to deposit under No.
“Deposited Plan” means the deposited plan referred to in the definition
of ‘Subdivision’.
Vendor’s Subdivision
15. This Agreement is conditional upon the issue of title to the property
from the Land Transfer Office at INSERT CITY. The Vendor will with all due diligence
as soon as practicable and at the Vendor’s own cost do all things necessary
to complete the subdivision and obtain a separate title to the property.
16. Whilst the Subdivision will be substantially in accordance with the deposited
plan the Vendor shall be entitled to make all alterations or variations to the deposited
plan such as may become necessary during the course of the subdivision which the
Vendor or the Vendor’s consultants are of the opinion are necessary or desirable
to complete the objects of the subdivision PROVIDED THAT at any such alterations
or variations do not result in any material adverse affect on the value of the property
or the Purchaser’s use and enjoyment of the property.
17. The Purchaser acknowledges that the Purchaser has inspected the property and
that the Purchaser purchased it solely in reliance in the Purchaser’s own
judgment and not on any representation or warranty made by the Vendor or any agent
of the Vendor.
18. The Purchaser will not lodge a caveat against any part of the title to the Vendor’s
land prior to the issue of a separate certificate for the lot being purchased by
the purchaser. Should the Purchaser do so, the Vendor will be entitled to require
the Purchaser to remove the Caveat or (at the Vendor’s option) to consent
to the registration of any instrument creating or evidencing any easement, reservation,
mortgage or other encumbrance which the Vendor is entitled to create or grant in
terms of this Agreement. The costs of obtaining the consent or having the caveat
removed will be payable exclusively by the Purchaser.
19. The property is sold subject to all existing fencing covenants, drainage or
water rights, building line restrictions and other easements, reservations and exceptions
of any kind as shown on the present titles, and to any easements, rights, restrictions,
consent notices, or other encumbrances which may be reasonably required by the vendor.
The Vendor reserves the right to grant or create any easements, rights of way, building
line restrictions or other encumbrances which may be required to complete the Subdivision.
The Purchaser agrees to take title subject to these encumbrances and to execute
all documents and to do everything required to enable the vendor to complete the
Subdivision. The Purchaser will be promptly notified in writing of any additional
easements, rights, restrictions or encumbrances required by the Vendor.
Transfer
20. The Purchaser shall not be entitled to a transfer of the property or
call for settlement until a new certificate of title to the property is issued and
a search copy (as defined by s.172A of the Land Transfer Act 1952) is available.
No Warranty
21. The Vendor gives no warranty to the Purchaser as to when a new title to the
property will issue nor as to when the Purchaser will be able to register a Memorandum
of Transfer of the property to the Purchaser.
Lowest Price
22. The purchase price for the property is the lowest price that the parties would
have agreed upon for the property under the Rules relating to the accruals treatment
of income and expenditure in the Income Tax Act 2004 and on the basis no income
or expenditure arises under those Rules.
Entire Arrangement
23. This Agreement records the entire arrangement between the parties relating to
the matters dealt with in this Agreement and supersedes all previous arrangements
whether written, oral or both relating to such matters.
Display Signs
24. The Vendor may both before and after settlement hereof take such steps as it
considers necessary to sell or lease any other property in the Subdivision and in
particular the Vendor may maintain any form of sign on the Vendor’s land PROVIDED
THAT the Vendor shall not cause undue interference or inconvenience to the Purchaser.
The Purchaser shall not be permitted to erect any sign indicating that this section
is available for sale until after settlement of the Purchaser’s purchase of
the property.
Conflict
26. If there is a conflict between the general terms and conditions of
this agreement and the special conditions contained in the further terms of sale,
then the special conditions shall prevail.
Execution by Facsimile
27. The Vendor and the Purchaser agree that the transmission by facsimile of this
agreement duly signed by one party (“the first party”), shall, when
signed by the other party (“the second party”), and transmitted by facsimile
to the first party or that party’s agent or solicitor, be conclusive evidence
of the signature of the agreement by the second party, for the purpose of satisfying
the provisions of the Contracts Enforcement Act 1956.
Vendor’s Solicitor’s Costs
28. The Purchaser shall pay the Vendor’s solicitor’s reasonable
costs in connection with the preparation of this agreement and sale of the property
to the Purchaser.
Valuation
This agreement is entirely conditional upon the Purchaser obtaining and
approving in the Purchaser’s sole and subjective opinion a valuation within
XXX complete working days after the date of the agreement. Should the Purchaser
not approve the valuation then the Purchaser shall not be obliged to give any reason
for its disapproval to the Vendor. This condition is inserted for the sole benefit
of the Purchaser.
Vendor Finance
$ insert amount) of the purchase price shall be satisfied by the purchaser executing
and handing to the Vendor or Vendor's solicitor on the date of possession a registrable
second mortgage of the said land to secure such sum (ranking after first mortgage
securing a principal sum of not more than ($ insert amount ). The mortgage will
secure repayment of such sum on the day ( # - insert number ) years after the date
of possession and shall provide for payment of interest on such sum or the balance
outstanding from time to time computed form the date of possession and payable quarterly
thereafter such interest to be at the rate of ( # - insert number ) % per annum
(reducible to (# - insert number ) % per annum if paid within 14 days of the due
date and if the Purchaser does not default under any obligations under the mortgage).
The mortgage will contain a right of repayment by payments of ($ insert amount)
or any multiple thereof on any interest due date. The mortgage will not be transferable
and will contain all other usual covenants, terms and conditions contained in mortgages
of the like nature prepared by solicitors practising in Auckland Law Society District
including the powers of sale and re-entry into possession upon default. The mortgage
will be prepared, stamped, and registered by the vendor’s solicitors at the
expense in all things of the purchaser. If the purchaser is an incorporated company
the mortgage shall be personally guaranteed by the directors thereof ( and the purchaser
undertakes to obtain execution of such guarantee by the directors on or before the
date of possession) and shall contain a provision to prohibit the transfer or allotment
of any shares in the existing or any increased capital of the company to any person,
company or other body other than existing shareholders unless with the prior consent
in writing of the Vendor. The Company will on settlement send to the Vendors solicitor
duly completed its declarations or other documents as are required to enable compliance
with all the relevant provisions of the Companies Act 1955 and its amendments such
documents to be prepared by the Vendors solicitors and completed and registered
at the expense in all things of the Purchaser.