‘© 2016 The Law Social of New South Wales AGN 000 O00 600 and The Real Eat Intute of Now South Wales AGN 000 012 487 ‘You can prepare your cn version of pages 1 and 2of ths contract. Except as permited under the Copyright Act 1868 (Cit) or consented toby the copyright ‘owners (ncluding by way of guidelines issued fram time to me), ro ther part ol ths contract may be reproduced wihout te specie wien permission ot “Tho Law Society of Now South Wales and The Real Estate Inet of New South Wales. Contract for the sale and purchase of land 2016 edition TERM MEANING OF TERM NSW Duty: vendor's agent BELLE PROPERTY BEECROFT Tel: (02) 8998 1098 17/6-8 Beecroft NSW 2119 Fax: (02) 94844574 Ref: Liliana Lou co-agent vendor DAN WANG 492 Blaxland Road, Denistone NSW 2114 Indor's solicitor SKY LAWYERS Tel: (02) 8188 0633, Suite 109, 160 Rowe Street, Eastwood, NSW 2122 Fax: (02) 8212 8123 PO Box 1618, Crows Nest, NSW 1585 Ref: Sally Yang date for completion Completion Date as defined in clause $2.1 day alter the contract date (clause 15) land(address, Unit 2, 492 Blaxland Road, Denistone NSW 2114 plan details and Unregistered Strata Plan: being Lot 2 in the Draft Strata Plan (copy attached) which is part tile reference) of Lot 36 of Section 4 in Deposited Plan 7997 Part Folio 36/4/7997 LIVACANT POSSESSION [1] subject to existing tenancies improvements DHOUSE garage Clearport Lhome unit Clearspace [1 storage space Dnone Bj other: townhouse attached copies documents in the List of Documents as marked or numbered: ther documents: ‘A real estate agent is permitted by /egislation to fill up the Items in this box in a sale of residential property. inclusions Obiinds O dishwasher Lilight fittings © O) stove built-in wardrobes [1] fixed floor coverings Clrange hood — ] pool equipment Delothes tine Clinsect screens C] solar panels.) TVantenna Dourtains Bother: see Schedule of Finishes exclusions purchaser purchaser's solicitor price deposit (10% ofthe price, unless otherwise stated) balance contract date buyer's agent Refer to Execution Schedule vendor = es witness GST AMOUNT (optional The price includes / Refer to Execution Schedule GST of: $ purchaser [] JOINT TENANTS [tenants in common (Jin unequal shares witness BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTIONEXECUTION SCHEDULE EXECUTED by VENDOR in the presence of: Signature of Witness ‘Name of Witnes ‘Address of Witness: EXECUTED by PURCHASER in the presence of: ‘Name of vendor: Signature of Witness Name of Witness: Address of Witness: ‘Name of purchaser: ‘Signature of Witness ‘Name of Witness: ‘Address of Witness: EXECUTED by PURCHASER in accordance with the requirements of section 127 of the Corporations ‘Act 2001 by: Name of purchaser: ‘Signature of Director ‘Name of Director: EXECUTED by GUARANTOR in the presence of: ‘Signature of Director/Secretary Name of Director/Secretary: Signature of Witness Name of Witness: Address of Witness: ‘Name oF guarantor: ‘Signature of Witness ‘Name of Witness: ‘Address of Witness: ‘Name of guarantor:Land - 2016 Edition Choices vendor agrees to accept a deposit-bond (clause 3) Ono Dyes proposed electronic transaction (clause 30) ino Dyes Tax information (the parties promise this Is correct as far as each party Is aware) land tax is adjustable Ono Bilyes GST: Taxable supply [INO — Byesintull Cl yes to an extent margin scheme will be used in making the taxable supply [INO yes This sale is not a taxable supply because (one or more of the following may apply) the sale is: C1 not made in the course or furtherance of an enterprise that the vendor carries on (section 9-5(b)) [by a vendor who is neither registered nor required to be registered for GST (section 9-5(d)) 1 GsT-tree because the sale is the supply of a going concern under section 38-325 [1GST-tree because the sale is subdivided farm land or farm land supplied for farming under Subdivision 38-0 input taxed because the sale is of eligible residential premises (sections 40-65, 40-75(2) and 195-1) HOLDER OF STRATA OR COMMUNITY TITLE RECORDS — Name, address and telephone number List of Documents General 1 1 property certificate for the land 2 plan of the land & 3 unregistered pian of the land 1 4 plan of land to be subdivided 5 document that is to be lodged with a relevant plan 6 section 149(2) certificate (Environmental Planning and Assessment Act 1979) section 149(6) information included in that certificate 8 service location diagram (pipes) 9 sewerage service diagram (property sewerage diagram) 11 10 document that created or may have created an easement, profit & prendre, restriction on use or positive covenant disclosed in this contract 111 section 886 certificate (positive covenant) 1 12 survey report (5113 building certificate given under legislation ©] 14 insurance certificate (Home Building Act 1989) Bg] 15 brochure or warning (Home Building Act 1989) 116 lease (with every relevant memorandum or variation) (1117 other document relevant to tenancies (18 old system document 1] 19 Crown purchase statement of account [20 building management statement (121 form of requisitions (22 clearance certificate 123 land tax certificate ‘Swimming Pools Act 1992 124 certificate of compliance (1125 evidence of registration (©) 26 relevant occupation certificate (2127 certificate of non-compliance 28 detailed reasons of non-compliance Be 2 Bol Strata or community title (clause 23 of the contract) 29 property certificate for strata common property J 30 plan creating strata common property. (131 strata by-laws not set out in legislation 122 strata development contract or statement (5133 strata management statement (7134 leasehold strata - lease of lot and common property 1135 property certicate for neighbourhood property (2136 plan creating neighbourhood property (5137 neighbourhood development contract (238 neighbourhood management statement [39 property certificate for precinct property (140 pian creating precinct property (2141 precinct development contract 42 precinct management statement 2148 property certificate tor community property (2144 plan creating community property (245 community development contract 1046 community management statement (2147 document disclosing a change of by-laws 148 document disciosing a change in a development (or management contract or statement [2149 document disclosing a change in boundaries 7150 certificate under Management Act - section 109 (Strata Schemes) (151 cortiticate under Management Act - section 26 (Community Land) Other Ose BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTIONWARNING— SWIMMING POOLS ‘An owner of a property on which a swimming pool is situated must ensure that the pool complies with the requirements of the Swimming Pools Act 1992. Penalties apply. Before purchasing a property on which a swimming pool is situated, a purchaser Is strongly advised to ensure that the swimming pool complies with the requirements of that Act. WARNING— SMOKE ALARMS The owners of certain types of buildings and strata lots must have smoke alarms (or in oF lot in accordance with regulations under the Environmental Planning and Assessment Act 1979. It is an offence not to comply. It is also an offence to remove or interfere with a smoke alarm or Niet alarm. Penalties apply. WN Q 7 IMPORTANT NOTICE TO VENDORS AND puabiasers Before signing this contract you should ensure that you u! ind your rights and obligations, some of which are not written in this contrag{put are implied by law. COOLING OFF PERIOD (PUR' ASER'S RIGHTS) 1. This is the statement required by section 6} fhe Conveyancing Act 1919 and applies to a contract for the sale of residertfal property. t any time before 5 p.m. on the fifth le contract was made, EXCEPT in the 2. The purchaser may rescind the contr business day after the day on whi circumstances listed in paragr 3, There is NO COOLIN F PERIOD: (a) if, at or before the@iie the contract is made, the purchaser gives to the vendor (or th lor's solicitor or agent) a certificate that complies with section soy ie Act, or (b) ifthe propetty is sold by public auction, or (©) set ict is made on the same day as the property was offered for ‘auction but passed in, or (4) _ ifthégontract is made in consequence of the exercise of an option to purchase the property, other than an option that is void under section 66ZG of the Act. 4. A purchaser exercising the right to cool off by rescinding the contract will forfeit to the vendor 0.25% of the purchase price of the property. The vendor is entitled to recover the amount forfeited from any amount paid by the purchaser as a deposit under the contract and the purchaser is entitled to a refund of any balancs 1 LEGAL ACHONLand - 2016 edition WARNINGS 1 Fs can affect the rights of the parties to th contract. Some Important matters are actions, claims, decisions, licences, notices, orders, proposals or rights of way Involving: Australian Taxation Office Council County Council Department of Planning and Environment Department of Primary Industries East Australian Pipeline Limited NSW Department of Education NSW Falr Trading NSW Public Works Office of Environment and Heritage Owner of adjoining land Privacy Electricity and gas authority Roads and Maritime Services Land & Housing Corporation ‘Telecommunications authority Local Land Services ‘Transport for NSW Mine Subsidence Board Water, sewerage or drainage: a Ifyou think that any of these matters affects the property, tell ee jential Tenancies Act 2010 or 2. Alease may be affected by the Agricultural Tenancies Act 1990, the the Retail Leases Act 1994, 2. Saar eee cteneng@mnerenecnee 4. Ifa consent to transfer is required under legislation, 27 as to the obligations of the partie: {Adi compition. Ifthe vendor wants to give the hould first ask the Insurer to confirm this will not 5. The vendor should continue the vendor's insuranc purchaser possession before completion, the affect the insurance. 6 The purchaser will usually have to pay. sta luty ‘on this contract. If duty Is not paid on time, a purchaser may incur penalties. 7. Ifthe purchaser agrees to the reloas behind the rights of others (for ‘deposit, the purchaser's right to recover the deposit may stand Ie the vendor's mortga 8 The purchaser should arraggyftburance 18 appropriate. 9, Some transactions ieeibo personal property may be affected by the Personal Property Securities Act 2009. 10. A purchaser was satisfied that finance will be available at the time of completing the purchase. \ 11. Where toate value of the property is $2 million or more, the purchaser may have to comply with a foreign reshiént capital gains withholding payment obligation (even if the vendor is not a foreign resident). If so, this will affect the amount available to the vendor on completion. DISPUTES Ifyou get into a dispute with the other party, the Law Society and Real Estate Institute encourage you to use informal procedures such as negotiation, independent expert appraisal or mediation (for example mediation under the Law Society Mediation Model and Guidelines). AUCTIONS Regulations made under the Property, Stock and Business Agents Act 2002 prescribe a number of conditions applying to sales by auction. REACH OF COPYRIGLTT MAY RESUL BLLEGAL ACHON iaiaes5 Land - 2016 edition ‘The vendor sells and the purchaser buys the property for the price under these provisions instead of Schedule 3 Conveyancing Act 1919, subject to any legislation that cannot be excluded. 1 24 22 23 24 28 28 27 28 29 Definitions (a term in italics is a defined term) In this contract, these terms (in any form) mean adjustment date the earlier of the giving of possession to the purchaser or completion; bank the Reserve Bank of Australia or an authorised deposittaking institution which is & bank, a building society or a credit union; business day any day except a bank or public holiday throughout NSW or a Saturday or Sunday; cheque a cheque that is not postdated or stale; clearance certificate a certificate within the meaning of 514-220 of Schedule 1 to the TA Act, that Covers one or more days falling within the period from and including the contract, date to completion; deposit-bond a deposit bond or guarantee from an issuer, with an expiry date and for an amount each approved by the vendor, deposithotder vendor's agent (or ifno vendor's agent is named inthis contract, the vendors solicitor, oF ifno vendor's solicitors named in this contract, the buyer's agen); document of ttle docurnent relevant to the title or the passing of title; GST Act ‘A New Tax System (Goods and Services Tax) Act 1999; , x GST rato the rate mentioned in s4 of A New Tax System (Goods ang Services Tax Imposition - General) Act 1999 (10% as at 1 July 2000f legislation an Act ora by-law, ordinance, regulation or rule re Wor an Act; normally subject to any other provision of his contract; Cy party ‘each of the vendor and the purchas Ss property the land, the improvements, all fixtures ang({ne Inclusions, but not the exclusions; requisition fan objection, question or requisition (butep&érm does not include a claim); remittance amount the lesser of 10% of the price (inclu ST, if any) and the amount specified in a variation served by a party, rescind rescind this contract from the being; seve ‘serve in writing on the other, settioment cheque an unendorsed cheque yable to the person to be paid and ~ ‘+ Issued by a bank n on itself or ‘+ authorised in weitph®by the vendor or the vendor's solicitor, some other cheque; solicitor in relation to a party's solicitor or licensed conveyancer named in this contract or ina@btice served by the party, TA Act Taxation terminate terminal variation a made under 814-235 of Schedule 1 to the TA Act; within n to @ period, at any time before or during the period: work ordor lid direction, notice or order that requires work to be done or money to be Jent on or in relation to the property or any adjoining footpath or road (but the cy \ Vir oes ole oe nda 22E ot Sing Pols ht 16020 |,» clause 188 of the Swimming Pools Regulation 2008). Doposit ana payments before completion ‘The purchabe? must pay the deposit to the depositholder as stakeholder. ‘Normally, the purchaser must pay the deposit on the making of this contract, and this time is essential If this contract requires the purchaser to pay any of the deposit by a later time, that time is also essential. ‘The purchaser can pay any of the deposit by giving cash (up to $2,000) or by unconditionally giving a cheque to the deposithoider or to the vendor, vendor's agent or vendors solicitor for sending to the depositholder. If any of the deposit is not paid on time or a cheque for any of the deposit is not honoured on presentation, the vendor can ferminate. This right to terminate is lost as soon as the deposit is paid in full. Ifthe vendor accepts a bond or guarantee for the deposit, clauses 2.1 to 2.5 do not apply. Ifthe vendor accepts a bond or guarantee for part of the deposit, clauses 2.1 to 2.6 apply only to the balance. If any of the deposit or of the balance of the price is paid before completion to the vendor or as the vendor directs, it is a charge on the land in favour of the purchaser untl termination by the vendor or completion, subject to any existing right. If each party tells the depositholder that the deposit is to be invested, the depositholder is to invest the deposit (at the risk of the party who becomes entitled to it) with a bank, in an interest-bearing account in NSW, payable at call, with interest to be reinvested, and pay the interest to the partios equally, after ‘deduction of all proper government taxes and financial institution charges and other charges. ERPACILOH COPYRIGHT MAY RESULT RY LEGAL ACHHON sia32 33 34 35 36 37 38 39 3.10 ant 42 43 44 5A 52 7A Land - 2016 edition Deposit-bond This clause applies only if this contract says the vendor has agreed to accept a deposit-bond for the deposit (or part of it). The purchaser must provide the original deposit-bond to the vendors solicitor (or if no solicitor the depositholder) at or before the making of this contract and this timo is essential. If the deposit-bond has an expiry date and completion does not occur by the date which is 14 days before the expiry date, the purchaser must serve a replacement deposit-bond at least 7 days before the expiry date. The time for service is essential The vendor must approve a replacement deposit-bond if— 3.4.1 its from the same issuer and for the same amount as the earlier deposit-bond; and 342 thas an expiy date at least three months afer its date of issue. A breach of clauses 3.2 or 3.3 entitles the vendor to terminate. The right to terminate is lost as soon as — 3.5.1 the purchaser serves a replacement deposit-bond; or 3.52 the deposit is paid in full under clause 2. Clauses 3.3 and 3.4 can operate more than once, Ifthe purchaser serves a replacement deposit-bond, the vendor must serve the earlier deposit-bond. The amount of any deposit-bond does not form part of the price for the purposes of clause 16.7. The vendor must give the purchaser the deposit-bond — 3.8.1 on completion; or ww 3.92 if this contract is rescinded. Y If this contract is terminated by the vendor — 3.10.1 normally, the vendor can immediately demand payment from t@buer of the deposit-bond oF 3.10.2 if the purchaser serves prior to termination a notice disputingtu8" vendor's right to terminate, the ‘vendor must forward the deposit-bond (or its oo led up) to the depositholder as stakeholder. S If this contract is terminated by the purchaser — 3.11.1, normally, the vendor must give the purchaser the Sopést bond or 3.11.2 if the vendor serves prior to termination a notige@isputing the purchasers right to terminate, the vendor must forward the deposit-bond (gr S@proceeds if called up) to the deposithoider as Satotor Tranae Y Norma, the purchaser must serve atleast 14 V6 before the date for compotion — 4.1.1 the form of transfer; and 4.12 particulars required to regist the purchaser or the pure If any information needed for the If the purchaser serves a fo the vendor acrecton signed Qh The vendor can requie 1 contract contains " Requisitions Ifa form seas is attached to this contract, the purchaser s taken to have made those requisitions. hy mortgage or other dealing to be lodged with the transfer by mortgagee. transfer is not disclosed in this contract, the vendor must serve it. sfer and the transferee is not the purchaser, the purchaser must give fe purchaser personally for this form of transfer. 1aser to include a form of covenant or easement in the transfer only if this the proposed covenant or easement, and a description of the land benefited. If the purchasgi\e or becomes entitled to make any other requisition, the purchaser can make it only by serving it 524 Weaiece ut ofthis contract or it is a general question about the property or ttle - within 21 days after the contract date; 52.2 fit arises out of anything served by the vendor - within 21 days after the later of the contract date and that service; and 523 inany other case - within a reasonable time. Error or misdescription ‘The purchaser can (but only before completion) claim compensation for an error or misdescription in this contract (as to the property, the ttle or anything else and whether substantial or not). This clause applies even ifthe purchaser did not take notice of or rely on anything in this contract containing (or glving rise to the error or misdescription. However, this clause does not apply to the extent the purchaser knows the true position. Claims by purchaser ‘The purchaser can make a claim (including a claim under clause 6) before completion only by serving it with a stalement of the amount claimed, and ifthe purchaser makes one or more claims before completion — the vendor can rescind ifn the case of claims that are not claims for delay — 7.44 the total amount claimed exceeds 5% of the price; BREACH OF COPYRIGHT MAY RESULY LEGAL ACTION wunaes72 a2 ot 92 a3 10 104 7 Land -2016 edition 7.12 the vendor serves notice of intention to rescind: and 7.1.3 the purchaser does not serve notice waiving the claims within 14 days aftr that service; and ifthe vendor does not rescind, the parties must complete and f this contract is completed — 7.2.1 the lesser ofthe total amount claimed and 10% of the price must be pald out of the price to and held by the depositholder until the claims are finalised or lapse: 7.2.2 the amount held isto be Invested in accordance with cause 2.9; 72.3 the claims must be finalised by an arbitrator appointed by tho parties or, i an appointment Is not made within 1 month of completion, by an arbitrator appointed by the President of the Law Society atthe request of a party (in the latter case the partis are bound by the terms of the Conveyancing Arbitration Rules approved by the Law Socely a atthe date ofthe appointment); 7.24 the purchasers not entiled, in respect ofthe claims, to more than the total amount claimed and the costs of he purchaser: 7.25 _netinterest on the amount held must be paid tothe partis in the same proportion as the amount held; and 7.28 ifthe parties do not appoint an arbitrator and nelther party requests the President to appoint an arbitrator within 3 months after completion, the claims lapse. Vendor's rights and obligations The vendor can rescind f= 8:11 the vendors, on reasonable grounds, unable or unwling to comply wits vequisition; 8.1.2 the vendor serves a notice of intention to rescind that specifies \ps requisition and those (grounds; and 8.1.3 _ the purchaser does not serve a notice waiving the requisition wOJ3))14 days after that service. Ifthe vendor does not comply with this contract (or a notice under or to i) in an essential respect, the purchaser can terminate by serving a notice. After the termination — 82.1 the purchaser can recover the deposit and any other paid by the purchaser under this contract; 8.22 the purchaser can sue the vendor to recover dagiaes for breach of contract; and 823 ifthe purchaser has been in possession a claim for a reasonable adjustment. Purchaser's default eS ‘notice under or relating to it) in an essential respect, iin purchaser dos not comply wth thi conan the vendor can terminate by serving a notice. Af termination the vendor can — kop or recover th depost to a maximum of 46 ofthe prio) hold any other money paid by the purcha@@uhder this contract as security for anything recoverable under this clause — 92.1 for 12 months after the torai(ation; of 922 if the vendor commed<@3" proceedings under this clause within 12 months, until those proceedings are cogalyeul and sue the purchaser ether 93.1 where the ver 38 resold the property under a contract made within 12 months after the termination, t@ygébver — ‘* the defitlency on resale (with oredit for any of the deposit kept or recovered and after allowance for any capital gains tax or goods and services tax payable on anything recovered igd¥ this clause); and reasonable costs and expenses arising out of the purchaser's non-compliance with this ‘contract or the notice and of resale and any attempted resale; or 932 torecover damages for breach of contract. Restrictions on rights of purchaser ‘The purchaser cannot make a claim or requisition or rescind or terminate in respect of — 10.1.1 the ownership or location of any fence as defined in the Dividing Fences Act 1991; 10.1.2 a service for the property being a joint service or passing through another property, or any service for another property passing through the property ‘service’ includes air, communication, drainage, electricity, garbage, gas, ol, radio, sewerage, telephone, television or water service); 10.1.3 awall being or not being a party wall in any sense of that term or the property being affected by ‘an easement for support or not having the benefit of an easement for support; ‘any change in the property due to fair wear and tear before completion; ‘a promise, representation or statement about this contract, the property or the tile, not set out or referred to in this contract; ‘a condition, exception, reservation or restriction in a Crown grant; the existence of any authority or licence to explore or prospect for gas, minerals or petroleum; any easement or restriction on use the substance of either of which is disclosed in this contract ‘or any non-compliance with the easement or restriction on use; or LF COPYRIGHT MAY RESULT IW LEGAL AGHON wars10.2 10.3 " 14.4 12 12 124 12.2 123 13 BA 132 133 134 13.5 136 13.7 8 Land - 2016 edition 10.1.9 anything the substance of which is disclosed in this contract (except a caveat, charge, mortgage or writ ‘The purchaser cannot rescind or terminate only because of a defect in title to or quality ofthe inclusions. ‘Normally, the purchaser cannot make a claim or requisition or rescind or terminate or require the vendor to change the nature of the tite disclosed in this contract (for example, to remove a caution evidencing qualified CF to lodge a plan of survey as regards limited ttle). Compliance with work orders ‘Normally, the vendor must by completion comply with a work order made on or before the contract date and if this contract is completed the purchaser must comply with any other work order. If the purchaser complies with a work order, and this contract is rescinded or terminated, the vendor must pay the expense of compliance to the purchaser. Cortificates and inspections The vendor must do everything reasonable to enable the purchaser, subject to the rights of any tenant — to have the property inspected to obtain any certificate or report reasonably required; to apply (ifnecessary in the name of the vendor) for — 122.1 any certificate that can be given in respect of the property under legislation; or 1222 a copy of any approval, certficate, consent, direction, notice or order in regpect ofthe property siven under legislation, even if given after the contract date: and nV to make 1 inspection of the property in the 3 days before a time appointed for copie Goods and services tax (GST) In this clause, enterprise, input tax credit, margin scheme, supply of a gQlGGponcem, tax invoice and taxable ‘supply have the same meanings as in the GST Act. Normally, if a party must pay the price or any other amount to the eter Party under this contract, GST is not to be added to the price or amount. If under this contract a party must make an adjustment, pay payable by or to a third party (for example, under clauses 1 133.1 the party must adjust or pay on completion an 133.2 if this contract says this sale is a taxable quR)) and payment would entitle the party to an input tax credit, the adjustment or payment i worked out by deducting any input tax credit to which the party receiving the adjustmes r was entitled and adding the GST rate. If this contract says this sale is the supply of a. concern — 13.4.2 ‘the vendor must, between the tract date and completion, carry on the enterprise conducted on the land in a proper and. yess-like way; 13.4.3 if the purchaser is not xd by the date for completion, the parties must complete and the by the GST rate (1 nition sum’). The retention sum is to be held by the depositholder and. nse of another party or pay an amount 7) — ‘added to or included in the amount; but ths of completion the purchaser serves a letter from the Australian Taxation the purchaser is registered, the depositholder is to pay the retention sum to the purphaber, but Katbay the retention sum to the vendor; and 1344 ‘vendor, despite clause 13.4.1, serves a letter from the Australian Taxation Office stating tis vendor has to pay GST on the supply, the purchaser must pay to the vendor on demand the amount of GST assessed. ‘Normally, the vendor promises the margin scheme will not apply to the supply of the property. If this contract says the margin scheme is to apply in making the taxable supply, the parties agree that the margin scheme is to apply to the sale of the property. If this contract says the sale is not a taxable supply ~ 13.7.1 the purchaser promises that the property will not be used and represents that the purchaser does not intend the property (or any part of the property) to be used in a way that could make the sale a taxable supply to any extent; and UREACH OF COPYRIGHT MAY HESULY BY LLGAL ACTON wars138 13.9 13.10 B41 4 144 142 143 144 145 148 147 148 15 16 16.1 162 8 Land - 2016 edition 13.7.2 the purchaser must pay the vendor on completion in addition to the price an amount calculated by multiplying the price by the GST rate if this sale is a taxable supply to any extent because of — * a breach of clause 13.7.1; or * something else known to the purchaser but not the vendor. If this contract says this sale is a taxable supply in full and does not say the margin scheme applies to the property, the vendor must pay the purchaser on completion an amount of one-eleventh ofthe price if - 138.1 is not a taxable supply in full; or 1382 in scheme applies to the property (or any part of the property). If this contract says this sale is a taxable supply to an extent — 13.9.1 clause 13.7.1 does not apply to any part of the property which is identified as being a taxable supply; and 13.9.2 the payments mentioned in clauses 13.7 and 13.8 are to be recalculated by multiplying the relevant payment by the proportion of the price which represents the value of that part of the property to which the clause applies (the proportion to be expressed as a number between 0 and 1), Any evidence of value must be obtained at the expense of the vendor. ‘Normally, on completion the vendor must give the recipient ofthe supply a tax invoice for any taxable supply by the vendor by or under this contract. The vendor does not have to give the purchaser a tax invoice if the margin schggl}xapplies to a taxable supply. ‘Adjustments v Normally, the vendor is entitled to the rents and profits and will be labh rates, water, sewerage and drainage service and usage charges, land tax and all other periodigg@hoings up to and including the axstmont dete aftr which tne purchaser wil bo ertited and lable ‘The parties must make any necessary adjustment on completion & fan amount that is adjustable under this contract has been ‘under legislation, the parties must on completion adjust the reduced amount. The parties must adjust land tax for the year current at the ay iment dato — 144.1 only if land tax has been paid or is pay r the year (whether by the vendor or by a predecessor intitle) and this contract says@jr)Mand tax is adjustable; 144.2 by adjusting the amount that would hay&b9eh payable iat the start of the year — ‘the person who owned the land quad no other land; + the land was not subject to i trust or owned by @ non-concessional company; and ‘© Ifthe land (or part of it) hat{Ho separate taxable value, by calculating its separate taxable value on a proportional arfabasis. IFany other amount that is adjustablgajder this contract relates partly tothe land and partly to other land, the perties must adjust iton a proporich¥ area basis. Normal, the vendor can ae purchaser to produce @ settlement cheque on competion to pay an amount adjustable ep ract and if so — 14.6.1 ‘the amount, treated as if it were paid; and 14.6.2 the chequ be forwarded to the payee immediately after completion (by the purchaser if the cheque lates only to the property or by the vendor in any other case). Iron completions i for @ water, sewerage or dainage usag0 cherge I fra ped ending before the adjustment 1e vendor is liable for an amount calculated by dividing the bill by the number of days in the period ther lying by the number of unbilled days up to and including the adjustment date. ‘The vendors liable for any amount recoverable for work slated on of before the contract date on the property or any adjoining footpath or road. Date for completion: The parties must complete by the date for completion and, if they do not, a party can serve a notice to complete if that partys otherwise entitled todo so. Completion © Vendor (On completion the vendor must give the purchaser any document of title that relates only to the property. If on completion the vendor has possession or control of a document of tile that relates also to other property, the vendor must produce it as and where necessary. UREACH OF COPYRIGHY MAY RESULT RU LEGAL ACTION was163 164 165 166 167 168 16.9 16.10 16.14 16.12 16.13 7 174 172 173 8 18.4 18.2 18.3 18.4 18.5 18.6 18.7 40 Land - 2016 edition ‘Normally, on completion the vendor must cause the legal ttle to the property (being an estate in fee simple) to pass to the purchaser free of any mortgage or other interest, subject to any necessary registration. ‘The legal tile to the property does not pass before completion. If the vendor gives the purchaser a document (other than the transfer) that needs to be lodged for registration, the vendor must pay the lodgment fee to the purchaser, plus anther 20% ofthat fee. Ifa party serves a land tax certificate showing a charge on any ofthe land, on completion the vendor must give the purchaser a land tax certificate showing the charge is no longer effective against the land. © Purchaser (On completion the purchaser must pay to the vendor, by cash (up to $2,000) or settlement cheque — 16.7.1 the price less: + any deposit pa clause 31 applies, the remittance amount; and ‘+ any amount payable by the vendor to the purchaser under this contract; and 16.7.2 __ any other amount payable by the purchaser under this contract. Ifthe vendor requires more than § settlement cheques, the vendor must pay $10 for each extra chaque. If any of the deposit Is not covered by a bond or guarantee, on completion the purchaser must give the vendor an order signed by the purchaser authorising the depositholder to account to the vendor for the deposit. On completion the deposit belongs to the vendor. IN * Place for completion vv Normally, the parties must complete at the completion address, which Is — 16.111 ifa special completion address Is stated in this contract - that, 8; OF 16.112 if none is stated, but a first mortgagee Is disclosed in usually discharge the mortgage at a particular place - th 16.113. inany other cas i ‘The vendor by reasonable notice can require completion at ay pay the purchaser's additional expenses, including any ag fract and the mortgagee would If the purchaser requests completion at place that is, completion address, and the vendor agrees, the purchaser must pay the vendor's additional exper cluding any agency or mortgagee fee. Possession ‘Normally, the vendor must give the purchaser va@ipt possession of the property on completion. The vendor does not have io give vacant posgeidion if — 1721 this contract says that the i. ject to oxisting tenancies; and 17.2.2 the contract discloses the pyisions of the tenancy (for example, by attaching a copy of the lease and any relevant mg mc variation). ‘Normally, the purchaser can claim¢"ipensation (before or after completion) or rescind if any of the land is affected by a protected mee nancy affected by Part 2, 3,4 or § Landlord and Tenant (Amendment) Act 1948). Possession before co 0 This clause applies aniQ)itthe vendor gives the purchaser possession of the property before completion. The pacnaor mt eee coneaton = 182.1 let qgpabwith possession of any of the property, 1922 ny change or structural alteration or addition to the property: or 1823 ivene any agreement between the parties or any direction, document, legislation, notice or fer affecting the property. The purchaser must until completion — 183.1 keep the property in good condition and repair having regard to its condition at the giving of possession; and 18.3.2 allow the vendor or the vendor's authorised representative to enter and inspect it at all reasonable times. The risk as to damage to the property passes to the purchaser immediately after the purchaser enters into possession, Ifthe purchaser does not comply with this clause, then without affecting any other right of the vendor ~ 18.5.1 the vendor can before completion, without notice, remedy the non-compliance; and 185.2 __ ifthe vendor pays the expense of doing thi, the purchaser must pay it to the vendor with interest at the rate prescribed under 8101 Civil Procedure Act 2005. If this contract is rescinded or terminated the purchaser must immediately vacate the property. Ifthe parties or their solicitors on their behalf do not agree in writing to a fee or rent, none is payable. UAC ACHOF COMPRIGHT MAY RESULT 9 LEGAL ACTION iwiaes19 194 192 20 204 202 203 204 205 208 207 208 209 20.10 20.11 20.12 20.13 20.14 20.15 2 214 212 21.3 214 218 216 22 224 222 " Land - 2016 edition Rescission of contract If this contract expressly gives a party a right to rescind, the party can exercise the right — 19.1.1 only by serving a notice before completion; and 19.1.2 in spite of any making of a claim or requisition, any attempt to satisty a claim or requisition, any arbitration, itigation, mediation or negotiation or any giving or taking of possession. Normally fa party exercises a right to rescind expressly given by this contract or any legislation — 19.221 the deposit and any other money paid by the purchaser under this contract must be refunded; 1922 —_aparly can claim for a reasonable adjustment ifthe purchaser has been in possession; 1923 _aparty can claim for damages, costs or expenses arising out of a breach of this contract; and 1924 a party will not otherwise be liable to pay the other party any damages, costs or expenses. Miscellaneous ‘The parties acknowledge that anything stated in this contract to be attached was attached to this contract by the vendor before the purchaser signed it and is part ofthis contract, Anything attached to this contract is part ofthis contract. ‘An area, bearing or dimension in this contract is only approximate. {fa party consists of 2 or more persons, this contract benefits and binds them separately and together. ‘party's solctor can receive any amount payable tothe arty under tis contractor ect n wing tht itis to be paid to another person. IN ‘A document under or relating to this contract is ~ \ 206.1 signed by a party If tis signed by the party or the party's soliteganat from a direction under clause 4.3); 2062 _sorvedif itis served by the party or the party's solicitor, — 20.6.3 served if it is served on the party's solicitor, even if the WNaiea or any of them has died; 2084 _sorvedifitis served in any manner provided in 8170 of 206.5 _servedifitis sent by fax tothe partys solicitor, unle 20.68 served ona person ifit (or a copy of it) comes int 20.6.7 served at the earliest time it is served, if it is rnveyancing Act 1919; ‘An obligation to pay an expense of another party of doi ing is an obligation to pay — 20.7.1 ifthe party does the thing personally - the @aSonable cost of getting someone else to do it; or 2072 ifthe party pays someone else to do the) the amount paid, o the extent itis reasonable, Rights under clauses 11, 13, 14, 17, 24, 30 and Xhpdntinue after completion, whether or not other rights. continue. ‘The vendor does not promise, represent og that the purchaser has any cooling off rights. ‘The vendor does not promise, represent; ate that any attached survey report is accurate or current. ‘A reference to any legisfation includes rence to any corresponding later legislation. Each party must do whatever is ‘phen after completion to carry out the party's obligations under this: contract. Neither taking possession ‘a transfer of itself implies acceptance of the property or the title. ‘The details and informatian ptdvided in this contract (for example, on pages 1 and 2) are, to the extent of ‘each party's knowledga, %, and are part ofthis contract. Where this contract pedvides for choices, a choice in BLOCK CAPITALS applies unless a different choice is marked. € Time limits provisions Ifthe time fgPfomnething to be done or to happen is not stated in these provisions, itis a reasonable time. If there are cofificting times for something to be done or to happen, the latest of those times applies, The time for one thing to be done or to happen does not extend the time for another thing to be done or to happen. If the time for something to be done or to happen is the 28th, 30th or 31st day of a month, and the day does ‘ot exist, the time is instead the last day of the month. Ifthe time for something to be done or to happen is a day that is not a business day, the time is extended to the next business day, except in the case of clauses 2 and 3.2. ‘Normally the time by which something must be done is fixed but not essential. Foreign Acquisitions and Takeovers Act 1975 ‘The purchaser promises that the Commonwealth Treasurer cannot prohibit and has not prohibited the transfer under the Foreign Acquisitions and Takeovers Act 1975, This promise is essential and a breach of it entitles the vendor to terminate. {MGEAGH OF QOPYIGBHY MAY RESUIE REEGAL ACHON woes23 23.4 232 23.3 23.4 235 236 237 238 239 23.10 23.11 23.12 23.13 23.14 2 Land -2016 edition Strata or community tile This clause applies only if the land (or part of i) is a lot in a strata, neighbourhood, precinct or community ‘scheme (or on completion isto be a lot in a scheme of that kind). In this contract — ‘change’, n relation to a scheme, means — * a registered or registrable change from by-laws set out in this contract or set out in legislation and specified in this contract; + a change from a development or management contract or statement set out inthis contract; or * a change in the boundaries of common property; ‘common property’ includes association property for the scheme or any higher scheme; ‘contribution’ includes an amount payable under a by-law; ‘normal expenses’, in relation to an owners corporation for a scheme, means normal operating expenses usually payable from the administrative fund of an owners corporation for a scheme of the same kind; ‘owners corporation’ means the owners corporation or the association forthe scheme or any higher scheme; ‘the property’ includes any interest in common property forthe scheme associated with the lt; ‘special expenses’, in relation to an owners corporation, means its actual, contingent or expected expenses, except tothe extent they are normal expenses, due to fair wear and tear, disclosed inyis contract or covered by moneys held in the sinking fund, wv Clauses 11, 14.8 and 18.4 do not apply to an obligation of the owners corporatiqay'sc to property insurable by it Clauses 14.4.2 and 14.5 apply but on a unit entitlement basis instead of basis. ‘The partios must adjust under clause 14.1 — 235.1 a regular periodic contribution; 238.2 a contribution which is not a regular periodic rege disclosed in this contract; and 235.3 on aunit entitlement basis, any amount paid by t! for a normal expense of the owners corporation to the extent the owners corporation paid the amount to the vendor. isclosed in this contract ~ contract date (unless it relates to work not iments ‘elates to work started by the owners corporation {fa contribution is not a regular periodic contribution and 236.1 the vendor is liable for it if it was levied b started by that date), even ifit is payable bG 23.6.2 the vendor is also liable for it to the before the contract date; and 236.3 the purchaser is lable forall other 2€Q}butions levied after the contract date. The vendor must pay or allow to the purgfjdser on completion the amount of any unpaid contributions for Which the vendor is liable under clause ‘Normally, the purchaser cannot make im or requisition or rescind or terminate In respect of ~ ntingent or expected expense of the owners corporation rent of the lot or a relevant lot or former lot, apart from a claim under 2382 a proportional unit clause 6; or 238.3 a past or futu @ in the scheme or a higher scheme. However, the purch cind if = 239.1 | the spit Ds 18e8 of the owners corporation at the later of the contract date and the creation of the ey corporation when calla on a unit enitlemen! bel and, more han one lot or a.tighér scheme is involved, added together), less any contribution paid by the vendor, are fan 1% ofthe price; 23.92 % case of the lot or a relevant lot or former lot in ahigher scherne — ‘+ a proportional unit entitlement forthe lot is not disclosed in this contract; or * a proportional unit entitlement for the lot is disclosed in this contract but the lot has a different proportional unit entitlement at the contract date or at any time before completion; or 239.3 a change before the contract date or before completion in the scheme or a higher scheme ‘substantially disadvantages the purchaser and is not disclosed inthis contract. ‘The purchaser must give the vendor 2 copies of a proper form of notice of the transfer of the lot addressed to the owners corporation and signed by the purchaser. The vendor must complete and sign 1 copy of the notice and give it to the purchaser on completion. Each party can sign and give the notice as agent for the other. The vendor must serve a certificate under $109 Strata Schemes Management Act 1996 or s26 Community Land Management Act 1989 in relation to the lot, the scheme or any higher scheme at least 7 days before the date for completion. The purchaser does not have to complete earlier than 7 days after service of the certificate and clause 21.3, does not apply to this provision. REACH OF COPYRIGHT MAY RESULT IN LEGAL AUHON wes23.15 23.16 23.17 23.18 24 242 243 244 25 25.1 252 253 2 Land - 2016 edition (On completion the purchaser must pay the vendor the prescribed fee for the certificate. ‘The vendor authorises the purchaser to apply for the purchaser's own certficate. ‘The vendor authorises the purchaser to apply for and make an inspection of any record or other document in the custody or control of the owners corporation or relating to the scheme or any higher scheme, {fa general meeting of the owners corporation is convened before completion - 23.18.1 ithe vendor receives notice of it, the vendor must immediately notify the purchaser of it; and 23.182 after the expiry of any cooling off period, the purchaser can require the vendor to appoint the purchaser (or the purchaser's nominee) to exercise any voting rights of the vendor in respect of the lot atthe meeting. Tenancies Ifa tenant has not made a payment fora period preceding or current atthe adjustment date — 24.1.1 for the purposes of clause 14.2, the amount isto be treated as if it were paid; and 24.1.2 the purchaser assigns the debt to the vendor on completion and wil if required give a further assignment at the vendor's expense. Ifa tenant has paid in advance of the adjustment date any periodic payment in addition to rent, it must be adjusted as if it were rent for the period to which it relates. If the property is to be subject fo a tenancy on completion or is subject to a tenancy on completion — 24.3.1 the vendor authorises the purchaser to have any accounting focords ating to the tenancy inspected and audited and to have any other document relating to the tagancy inspected; 24.3.2 the vendor must serve any information about the tenancy psaly requested by the purchaser before or after completion; and 24.3.3 normally, the purchaser can claim compensation (before or a pletion) if — + a disclosure statement required by the Retail Leases ‘was not given when required; such a statement contained information that was mat{@jy false or misleading; * a provision of the lease is not enforceable becauge\ka non-disclosure in such a statement; or + the lease was entered into in contravention fail Leases Act 1994. Ifthe property is subject to a tenancy on completion = 24.4.1 the vendor must allow or transfer — any remaining bond money or any ‘curity against the tenant's default (to the extent the security is transferable); any money in a fund establish jer the lease for a purpose and compensation for any money In the fund or inte by the fund that has been applied for any other purpose; and ‘© any money paid by the 4Qant for a purpose that has not been applied for that purpose and ‘compensation for any ‘money that has been applied for any other purpose; 2442 i he securly i nefssferable, each party must do everyting reasonable to couse a replacement seo issue for the benefit of the purchaser and the vendor must hold the original secur ja for the benefit of the purchaser unt the replacement security issues; 244.3 the vendor mg3{bive to the purchaser — + a proper Baice ofthe transfer (an attomment notice) addressed to the tenant; + anykopttiicate given under the Reta Leases Act 1894 in relation to the tenancy; + aXgp¥ of any disclosure statement given under the Retail Leases Act 1994; py of any document served on the tenant under the lease and written details of its service, the document concems the rights of the landlord or the tenant after completion; and ‘© any document served by the tenant under the lease and written deta of Its service, if the document concerns the rights of the landlord or the tenant after completion; 24.4.4 the vendor must comply with any obligation to the tenant under the lease, to the extent itis to be complied with by completion; and 244.5 the purchaser must comply with any obligation to the tenant under the lease, to the extent that the obligation is disclosed in this contract and is to be complied with after completion Qualified ttle, limited title and old system title This clause applies only if the land (or part of it) — 25.1.1 is under qualified, limited or old system ttle; or 25.1.2 on completion is to be under one of those tiles. ‘The vendor must serve a proper abstract of title within 7 days after the contract date. IFan abstract of tte or part of an abstract of tite is attached to this contract or has been lent by the vendor to the purchaser before the contract date, the abstract or partis served on the contract date. BREACH OF COPYRIGHT MAY RESULT IM LEGAL ACHON rwiaes254 255 258 259 25.10 26 26.1 26.2 26.3 26.4 27 274 272 273 274 275 278 2n7 278 279 28 28.1 282 28.3 28.4 28.5 “ Land - 2016 edition ‘An abstract of ttle can be or include a list of documents, events and facts arranged (apart from a will or codicil) in date order, ifthe list in respect of each document — 25.4.1 shows its date, general nature, names of parties and any registration number; and 25.42 has attached a legible photocopy of it or of an offical or registration copy of it. ‘An abstract of ttle — 25.5.1 must start with a good root of tite (ifthe good root of ttle must be at least 30 years old, this ‘means 30 years old at the contract date); 255.2 inthe case of a leasehold interest, must include an abstract of the lease and any higher le 2553 normally, need not include a Crown grant; and 25.54 need not include anything evidenced by the Register kept under the Real Property Act 1900. Inthe case of land under old system ttle ~ 25.6.1 inthis contract transfer’ means conveyance; 256.2 the purchaser does not have to serve the form of transfer untl after the vendor has served a proper abstract of ile; and 258.3 each vendor must give proper covenants for tte as regards that vendors interest. In the case of land under limited ttle but not under qualified tile - 25.7.1 normally, the abstract of tite need not include any document which does not show the location, area or dimensions of the land (for example, by including a metes and Payee description or a plan of the land); 25.7.2 clause 25.7.1 does not apply to a document which is the good root 2rd 25.73 the vendor does not have to provide an abstract if this conta ins @ delimitation plan (whether in registrable form or not). The vendor must give a proper covenant to produce where relevant. Ss The vendor does not have to produce or covenant to produce a dot at is not in the possession of the vendor or a mortgagee. If the vendor is unable to produce an original document in the\shain of tite, the purchaser will accept a photocopy from the Registrar-General ofthe registration copy@Nmat document, Crown purchase money This clause applies only if purchase money is payable ‘Crown, whether or not due for payment. The vendor is liable for the money, except to the is contract says the purchaser is liable for it. To the extent the vendor is liable for it, the vendonjs idble for any interest until completion. Consent to transfer 3s This clause apples only ifthe land (or pQs} it) is restricted tile land (land thet cannot be transferred without consent under legislation). The purchaser must properly coma@"and then serve the purchaser's part of an application for consent to transfer of the land (or part of it wiht 7 days after the contract date. The vendor must apply for within 7 days after service ofthe purchaser's par. if consent is refuse ‘can rescind. If consent is given wa ‘one or more conditions that will substantially disadvantage a party, then that party can rescind ‘days after receipt by or service upon the party of written notice of the conditions. freonsent's nat gph esos = 278.4 aS /éays after the purchaser serves the purchaser's part of the application, the purchaser cinds oF 2762 ‘30 days after the application is made, either party can rescind. If the legislation is the Western Lands Act 1901 each period in clause 27.6 becomes 90 days. If the land or partis described as a lot in an unregistered plan, each time in clause 27.6 becomes the later of the time and 35 days after creation of a separate folio for the lot. The date for completion becomes the later of the date for completion and 14 days after service of the notice granting consent to transfer. Unregistered plan This clause applies only if some of the land is described as a lot in an unregistered plan. The vendor must do everything reasonable to have the plan registered within 6 months after the contract date, with or without any minor alteration to the plan or any document to be lodged with the plan validly required or made under legislation. Ifthe plan is not registored within that time and in that manner ~ 283.1 the purchaser can rescind; and 283.2 the vendor can rescind, but only f the vendor has complied with clause 28.2 and with any legislation governing the rescission. Either party can serve notice of the registration of the plan and every relevant lot and plan number. The date for completion becomes the later of the date for completion and 21 days after service of the notice. BREACH OF COPYRIGHT MAY KESUL FELESAL AG HON wines28.6 29.1 29.2 29.3 29.4 208 296 29.7 298 209 304 16 Land - 2016 edition Clauses 28.2 and 28.3 apply to another plan that is to be registered before the plan is registered. Conditional contract ‘clause applies only if @ provision says this contract or competion is conditional on an event, Ifthe time forthe event to happen is not stated, the timo is 42 days after the contract dato If this contract says the provision is forthe benefit ofa party, then it benefits only that party. if anything is necessary to make the event happen, each party must do whatever is reasonably necessary to cause the event to happen. ‘parry can rescind under this clause only if the parly has substantially complied with clause 29.4. IF the event involves an approval and the approval is given subject to a condition that will substantially disadvantage a party who has the benefit of the provision, the party can rescind within 7 days after either party serves notca ofthe condition. If the parties can lawfully complete without the event happeni 29.7.1 ifthe event does not happen within the time for it to happen, provision can rescind within 7 days after the end of tha tim 29.7.2 ifthe event involves an approval and an application for the approval is refused, a party who has tho beneft of the provision can rescind within 7 days after elther party serves notice of the refusal; and ss earliest of — \ \ either party serving notice of the event happening; ‘ Vv party who has the benefit of the ‘© every party who has the benefit ofthe provision serving not ving the provision; or + the end ofthe time forthe event to happen. x Ifthe partios cannot lawfully complete without the event happening 298.1 ifthe event does not happen within the time for itt h ther party can rescind, 29.8.2 ifthe event involves an approval and an application(f ne approval is refused, ether party can rescind, party serves notice of the event happenin 29.8.3 the date for completion becomes the later s fate for completion and 21 days after either A party cannot rescind under clauses 29.7 of 29.8 eve ent happens. Electronic transaction This Conveyancing Transaction is to be condugtpYas an electronic transaction if — 30.1.1 this contract says that itis a pr ‘electronic transaction; and 30.12 the purchaser serves a notigg fat If an electronic transaction within 14 days ofthe contract date, However, this Conveyancing Tran: alter it has been agreed that it will not be conducted as an If, because of clause 30.2, transaction — 303.1 each “A is not to be conducted as an electronic transaction if, at any time ‘conducted as an electronic transaction, a party serves a notice that it transaction. fonveyancing Transaction is not to be conducted as an electronic ‘bear pdvally any disbursements or fees; and © olterfise bear that party's own costs; lated with the agreement under clause 30.1; and 303.2 re party has paid all of a disbursement or fee which, by reason of this clause, is to be borne equally by the parties, that amount must be adjusted under clause 14.2. IF this Conveyancing Transaction is to be conducted as an electronic transaction — 304.1 to the extent, but only to the extent, that any other provision of this contract is inconsistent with this clause, the provisions of this clause prev 304.2 normally, words and phrases used in this clause 30 (italicised and in Title Case, such as Electronic Workspace and Lodgment Case) have the same meaning which they have in the participation rules; 30.4.3 the parties must conduct the electronic transaction in accordance with the participation rules and the ECNL; 30.4.4 a party must pay the fees and charges payable by that party to the ELNO and the Land Registry a8 a result of this transaction being an electronic transaction; REACH OF COPYRIGHT MAY RESULT LEGAL ACHON wwa2a305 308 30.7 30.8 30.9 30.10 30.11 30.12 30.13 16 Land - 2016 edition 304.5 any communication from one party to another party in the Electronic Workspace made — «after receipt of the purchaser's notice under clause 30.1.2; and. * before the receipt of a notice given under clause 30.2; Is taken to have been received by that party at the time determined by 513A of the Electronic Transactions Act 2000; and 304.6 a document which is an electronic document is served as soon as itis first Digitally Signed in the Electronic Workspace on behalf of the party required to serve it, Normally, the vendor must within 7 days of receipt of the notice under clause 30.1.2 — 305.1 create an Electronic Workspace, 305.2 populate the Electronic Workspace with tile data, the date for completion and, if applicable, ‘mortgagee details; and 305.3 invite the purchaser and any discharging mortgagee to the Electronic Workspace. If the vendor has not created an Electronic Workspace in accordance with clause 30.5, the purchaser may create an Electronic Workspace. Ifthe purchaser creates the Electronic Workspace the purchaser must — 306.1 populate the Electronic Workspace with tite data; 306.2 create and populate an electronic transfer, 3063 populate the Electronic Workspace with the date for completion and a nominated completion time; and 3084 ioe vendo are eny incoming morgage on he Etonic yndace Normally, within 7 days of receiving an invitation from the vendor to join {hpi purchaser must — ic Workspace, the 30.7.1 join the Electronic Workspace; 30.72 create and populate an electronic transfer, Ss 307.3 Invite any incoming mortgagee to jon the Electronic and 30.74 populate the Electronic Workspace wth a nominated ceedétion time. Ifthe purchaser has created the Electronic Workspace the ust within 7 days of being invited to the Electronic Workspace ~ 3088.1 Jolnthe Electronic Workspace: © 30.8.2 populate the Electronic Workspace with dota, it applicable; and 30.2.3 Invite any discharging mortgagee to joingheseecronic Workspace. To complete the financial settlement schedule in the Ylectronic Workspace — 30.9.1 the purchaser must provide the venqewith adjustment figures at least 2 business days before the date for completion; and © 30.9.2 the vendor must populate th before the date for complet ‘Atleast 1 business day before the 0.10.1 all electronic documey ‘are populated an iy Signed, 0.10.2 _ all certification: xd by the ECNL are properly given; and. 30.103 they do ever else in the Electronic Workspace which that party must do to enable the electronic ction to proceed to completion I completion takes. place in the Electronic Workspace — 3011.1 payg ¢hleboctonically on completion o the price in accordance with clause 16.7 is taken to be payetent by a single settlement cheque; 30.112 g impletion address in clause 16.11 is the Electronic Workspace; and 30.113 clitses 16.8, 16.12, 16.13, 31.2.2 and 31.2.3 do not apply If the computer systems of any of the Land Registry, the ELNO or the Reserve Bank of Australia are inoperative for any reason at the completion time agreed by the partis, a failure to complete this contract for that reason is not a default under this contract on the part of either party. Ifthe Electronic Workspace allows the parties to choose whether financial settlement is to occur despite the computer systems of the Land Registry being inoperative for any reason at the completion time agreed by the partis ~ 30.13.1 normally, the parties must choose that financial settlement not occur; however nic Workspace with payment details at least 1 business day 1 completion, the parties must ensure that — ich a party must Digitally Sign to complete the electronic transaction BREACH OF COPYRIGHT MAY RESULT IY LEGAL ACHIOW was30.14 30.16 4 314 312 313 314 318 7 Land -2016 edition 30.132 if both parties choose that financial settlement is to occur despite such failure and financial settlement occurs — all electronic documents Digitally Signed by the vendor, the certificate of title and any discharge of mortgage, withdrawal of caveat or other electronic document forming part of the Lodgment Case for the electronic transaction shall be taken to have been unconditionally and irrevocably delivered to the purchaser or the purchaser's mortgagee at the time of financial settlement together with the right to deal with the land comprised in the certificate of te; and ‘© the vendor shall be taken to have no legal or equitable interest in the property. A party who holds a certificate of title must act in accordance with any Prescribed Requirement in relation to the certificate of tte but if there is no Prescribed Requirement, the vendor must serve the certificate of tite after completion, Ifthe parties do not agree about the delivery before completion of one or more documents or things that cannot be delivered through the Electronic Workspace, the party required to deliver the documents or things — 30.18.1__ holds them on completion in escrow for the benefit of; and 30.152 — must immediately after completion deliver the documents or things to, or as directed by; the party entitled to them. In this clause 30, these terms (in any form) mean ~ fustment gues deta of the aqustments fo be made othe rca unggheuse 14 certificate of title the paper duplicate of the folio of the register for the hich exists immediately prior to completion and, if more han fers to each such paper duplicate; completion time the time of day on the date for completion wh@htte electronic transaction is to be settied; discharging mortgages any discharging mortgagee, chargee, int chargee or caveator whose provision of a Digitally Signed di 9f mortgage, discharge of charge or withdrawal of caveat is required for unencumbered ttle to the property to be transferred to the purchas EONL the Electronic Conveyancingwabonal Law (NSW); electronic document —_a dealing as defined in t Digitally Signed in an electronic transfer —_a transfer of land un prepared and Property Act 1900 which may be created and Workspace; 18 Real Property Act 1900 for the property to be electronic transaction a Conveyanciag Fransaction to be conducted for the parties by their legal 2 who Isto provide finance to the purchaser on the security ofthe ‘and to enable the purchaser to pay the whole or part of the price; incoming mortgagee any, ‘mortgagee details ils which a party to the electronic transaction must provide about any 1arging mortgagee of the property as at completion; participation rules 1 participation rules as determined by the ENCL; populate to complete data fields in the Electronic Workspace; and fie data x°\»° the deal of he tle othe propry made avalabe tothe Electronic Workspace ~ by the Land Registry. Foreign Rabdent Capital Gains Withholding This clause applies to contracts made on or after 1 July 2016 but only f— 31.1.1 the sale Is not an excluded transaction within the meaning of s14-215 of Schedule 1 to the TA Act; and 31.1.2 a clearance certificate The purchaser must — 31.2.1 atleast 5 days before the date for completion, serve evidence of the purchaser's submission of a purchaser payment notfication to the Australian Taxation Office; 31.2.2 produce on completion a settlement cheque for the remittance amount payable to the Deputy Commissioner of Taxation; forward the settlement cheque to the payee immediately after completion; and serve evidence of receipt of payment of the remittance amount. ‘The vendor cannot refuse to complete if the purchaser complies with clauses 31.2.1 and 31.2.2. If the vendor serves any clearance certificate or variation, the purchaser does not have to complete earlier than 7 days after that service and clause 21.3 does not apply to this provision If the vendor serves a clearance certificate in respect of every vendor, clauses 31.2 and 31.3 do not apply. in respect of every vendor is not attached to this contract. UREACHE OF COPYRIGHT HAY RESULTN LEGAL ACHION videsContents Additional Clauses 32. Definitions and interpretations 33. Amendment of printed provisions 34, Vendor's disclosures 35, Representations, warranties and acknowledgements by purchaser 36. Foreign Acquisitions and Takeovers Act 1975 37.GST 38. Investment of deposit 39, Bank Guarantee 40. Guarantee 41. Construction of Buildings 42. Schedule of Finishes 43, Alteration of plans 44, Replacement of documents and plans 45. Difference between certain documents 46, Strata Plan Instrument and other rights 47. Requirements for completion 48. Extension of Registration Date 49. Pre-settlement inspection 50. Land tax, council and water rates 51. Strata title 52. Interest for late completion 53. Notice to complete 54, Defects 55, Exercise of certain rights to rescind 56. Encumbrances 57. No lodgement of caveat by purchaser 58. Purchaser's obligations about Designated Matters 59, Arrangements 60. Proposed by-laws. 61. Selling and leasing activities 62. Development Activities 63. Insolvency 64. Transfer of the property from the vendor to another entity 65. Resale by purchaser 66. Planning certificate 67. Annexure / attachment 68. Requisitions on title 69. Dispute resolution 70. Governing law, jurisdiction and service of process 71. Privacy Act 1988 (Cth) 72. Change of contact particulars 73. Entire agreement 74, Severance 75. Certain provisions apply after completion 76. Rights cumulative‘Annexures Annexure A — Property Certificates, Plans and Instruments Annexure B - Section 149 (2) and (5) Cettificates Annexure C ~ Service Location Diagram and Sewerage Service Diagram Annexure D — Draft Strata Plan Annexure E — Draft Strata Plan Instrument Annexure F ~ Schedule of Finishes Annexure G - Certificate of Insurance Annexure H ~ Consumer Building Guide Annexure I - Purchaser Information Form Annexure J — Strata Title (Residential) Property Requisitions on Title Annexure K — Certificate of Waiver of Cooling Off Period32, 321 Definitions and interpretations Definitions The following words have these meanings in this contract unless the contrary intention is stated expressly. Adjoining Land means land contiguous to the Development Site or the Strata Parcel. Arrangements means the arrangements referred to in clause 59.1(a). Bank Guarantee means an irrevocable and unconditional banker's undertaking or deposit bond issued by an Australian trading bank or underwriter approved by the vendor and made in favour of the vendor, in a form acceptable to the vendor in all respects for the amount of the deposit. The bank guarantee or bond must not specify an expiry date, or if it does specify an expiry date, the expiry date must not be earlier than the date being 6 months after the Registration Date. Buildings means the townhouses to be constructed on the land within the Strata Parcel which comprises the Strata Scheme. Common Property means the common property in the Strata Scheme. Completion Date means the later of: (a) 42 days after the date of this contract; (b) 14 days afier the date on which the vendor serves on the purchaser or the purchaser's solicitor as shown on the front page of this Contract a written notice of registration of the Strata Plan under clause 47,2(b); and (©) 14 days after the date on which the vendor serves on the purchaser a copy of the cover pages of the Occupation Certificate under clause 47.2(c). Conveyancing Act means the Conveyancing Act 1919 (NSW). Council means the relevant local government, being City of Ryde at the date of this Contract, or where not inconsistent with the context includes a relevant consent authority (as that term is defined in the EPA Act). Designated Matters means the matters referred to in clauses 34, 46, 58, 59, 61 and 62 Development Activities means: (a) any form of demolition work, excavation work or landscaping work; (b) any form of building work, defects rectification or work ancillary to or associated with Buildings including the installation of services; (©) any form of work other than the forms of work referred to in paragraphs (a) and (b) of this definition which is considered necessary or desirable by the vendor, (@) the consolidation of land forming part of the Development Site; (©) the subdivision of land forming part of the Development Site; (D_ the dedication of land forming part of the Development Site; and any similar activities or any other part of the Development Site or Adjoining Land: Development Consent means consent under Part 4 of the EPA Act to carry out development at the Development Site. Development Site means Lot 36 of Section 4 in Deposited Plan 7997.Draft Strata Plan means annexure D. Draft Strata Plan Instrument means annexure E, EPA Act means the Environmental Planning and Assessment Act 1979 (NSW). Expert Determinator means a person nominated by the president of the time being of the Royal Australian Institute of Architects NSW Chapter at the request of either the vendor or the purchaser. FATA Act means Foreign Acquisitions and Takeovers Act 1975 (Cth). FIRB Application means a foreign investment application (residential real estate) with the Foreign Investment Review Board for the Treasury's Approval under the FATA Act. Foreign Person has the same meaning as in the FATA Act. Government Agency means any government, semi or local government, statutory, public or other authority having jurisdiction over the Development Site. GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) GST means Goods and Services Tax Payable under the GST Act. Guaranteed Money means all amounts which at any time for any reason or circumstance are payable, are owing but not currently payable, are contingently owing or remain unpaid (or which are reasonably foreseeable as likely, after that time, to fall within any of those categories), by the purchaser to the vendor in connection with this contract or any transaction contemplated by it, whether at law, in equity, under statute or otherwise. Guarantor means the person referred to as guarantor named in the Execution Schedule of this contract. HBA means Home Buildings Act 1989 (NSW). HBR means Home Buildings Regulation 2014 (NSW). Insurance Certificate means certificate of insurance evidencing the contract of insurance required under Part 6 of the Home Buildings Act 1989 in relation to residential building work. Interest Rate means 10% per annum. Major Defect means a fault or defect of the property that makes the property uninhabitable. Normal Expenses means normal operating expenses usually payable from the administrative fund of the Owners Corporation.Occupation Certificate means an original or a copy of an occupation certificate within the meaning of the EPA Act (being an interim occupation cettificate or a final occupation certificate) in relation to the Buildings or part of the Buildings that includes the property and access to the property. Owners Corporation means the owners corporation constituted on registration of the Strata Plan. Planning Certificate means the certificate or certificates under section 149 of the EPA Act, a copy of which is attached to this contract in annexure B. Project Manager means the development project manager engaged or employed by the vendor in relation to the Buildings from time to time. Registration Date means 31 December 2019 or as extended under this contract (if applicable). Registration Notice means a notice served by the vendor notifying the purchaser that the Strata Plan has been registered. Replaced Document means a document that is replaced pursuant to clause 44. Replacement Document means a replacement for the Replaced Document pursuant to clause 44 Schedule of Finishes means annexure F. Service means any service provided to the Buildings including water, electricity, gas, telecommunications, artificial heated or cooled air and sewerage. Service provider means any provider of a Service. Standard Requisitions on Title means the requisitions on title in annexure J. Strata Management Act means the Strata Schemes Management Act 2015 (NSW). Strata Management Regulation means the Strata Schemes Management Regulation 2016 (NSW). Strata Parcel means the land comprising the lots in the Strata Scheme and the Common Property. Strata Plan means the strata plan to be registered in respect of the Strata Parcel. Strata Plan Instrument means the instrument to be registered with the Strata Plan (if any) setting out terms of easements, restrictions on the use of land and/or positive covenants to be created pursuant to section 8B and or section 88E of the Conveyancing Act. Strata Scheme means the strata scheme to be constituted on registration of the Strata Plan, Tax Act means the Income Tax Assessment Act 1997 (Cth).32.2 33. 33.1 ‘Treasurer means the Treasurer of the Commonwealth of Australia. ‘Treasurer’s Approval means the approval of the Treasurer to the purchaser’s acquisition of the property. In this contract: (@) headings are for convenience only and do not affect interpretation, and unless the context indicates a contrary intention. (b) a reference to this contract or another instrument includes any variation or replacement of any of them; (©) areference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; (@) the singular includes the plural and vice versa; (©) words implying a gender imply any gender; (f) ‘person’ includes an individual, the estate of an individual (including executors and administrators), a corporation, an authority, an association or a joint venture (whether incorporated or not), a partnership, successors, substitutes (including persons taking by novation) and assigns; (g) an agreement, representation or warranty in favour of 2 or more persons is for the benefit of them jointly and severally; (h) an agreement, representation or warranty on the part of 2 or more persons binds them jointly and severally; (i) ifaperiod of time is specified to start from a certain day or the day of an act or event, the period is to be calculated exclusive of that day; (i) areference to a day is a reference to a period of time commencing at midnight and ending 24 hours later; (&) areference to time is a reference to Sydney time; ()_ arefetence to anything (including any amount) is a reference to the whole and each part of it and a reference to a group of persons is a reference to all of them collectively, to any two or more of them collectively and to each of them individually; (m) areference to a clause, schedule, exhibit, attachment or annexure is a reference to a clause, schedule, exhibit, attachment, or annexure to or of this contract, and a reference to this contract includes all schedules, exhibits, attachments and annexures toit; (a) ‘includes’ and ‘include’ in any form in not a word of limitation; (0) areference to ‘$” or ‘dollar’ is to Australian currency; (p) ‘Item’ is an item in the Reference Schedule; (@ any words and phrases not defined in clause 32.1 that are defined in the A New Tax System (Goods and Services Tax) Act 1999 have the same meaning in clause 37 as in that Act. Amendment of printed provisions ‘The printed provisions of this contract are amended as follows: Clauses 1-29 are amended as follows: (a) Clause 1 — replace the definition of: (‘adjustment date’ with ‘the earlier of the completion date, the date possession is given to the purchaser and the date of actual completion’. (b) Clause 2.4 ~ delete ‘cash (up to $2,000) or’; (©) Clause 2.9 — delete;33.2 (@) Clause 4.1 is replaced with “The purchaser must serve the form of the transfer within 5 business days after the day on which the vendor serves the Registration Notice’; (©) Clause 5.1 is replaced with ‘if it arises out of this Contract - within 5 business days after the day on which the vendor serves the Registration Notice; and (©) Clause 5.2 is replaced with ‘if it arises out of anything served by the vendor on the purchaser ~ within 5 business days after the later of that service and the day on which the vendor serves the Registration Notice.”; (g) Clause 5.3 - delete; (h) The first line of clause 7.1 is replaced with “The vendor can rescind (and need not establish reasonable grounds for doing so) in the case of claims that are not claims for delay (i Clause 7.1.1 is deleted; (@_ Clause 7.1.3 is replaced with ‘the purchaser does not serve notice waiving the claims within 5 business days after that service; and’; (k) Clause 7.2.2 is replaced with ‘the amount held is to be invested in accordance with clause 26 (Investment of Deposit)’; (D_ Clause 8.1 delete *, on reasonable grounds,’; (im) Clause 9.1 is replaced with ‘keep or recover the deposit (including interest earned on it)’; (n) Clause 10.1, line 1 is replaced with ‘The purchaser cannot make a claim, objection, requisition, delay completion, rescind or terminate in tespect of -"; (0) Clauses 10.1.8 and 10.1.9 are amended by adding ‘or existence’ after ‘substance’; (p) Clause 10.1.10 is included as follows ‘any claim, grant, notice, order or declaration in connection with native title, land rights or heritage protection under legislation, the common law or otherwise.’; (q) Clause 10.2 ~ add ‘make a claim, objection, requisition, delay completion or’ after ‘cannot’; (®) Clause 12.3 is deleted; (5) Clause 12 ~ delete clauses 13.2, 13.3 and 13.5 to 13.11 inclusive; (®) Clauses 14.4, 14.5 and 14.7 are deleted; (u) Clauses 14.8 - add “by any competent authority’ after ‘started’; (v) Clause 16.5 ~ delete ‘plus another 20% of that fee’ (wv) Clause 16.7 — delete ‘by cash (up to $2,000) or’; (x) Clause 20.6.3 - add at the end ‘(this clause 20.6.3 also applies to any document in an action in connection with this contract including any writ of summons or other originating process)’; (y) Clause 20.6.5 — delete ‘unless itis not received’ and add at the end ‘an is taken to have been received at the time shown in the transmission report that the whole fax was sent’; and (2) Clauses 22-29 are deleted. If there is any inconsistency between the printed provisions of this contract and these additional clauses, these additional clauses prevail Vendor's disclosures Development ‘The vendor discloses that: (a) the plans, drawings and other documents annexed to this contract are preliminary in nature and are subject to further design development and amendment;34.2 343, (b) the boundaries may change from that shown in the Draft Strata Plan and the number and the configuration of lots in the Strata Scheme may change from that shown in the Draft Strata Plan; (©) ittmay be necessary to make changes to the draft documents annexed to this contract as determined by the vendor in the course of the development or to meet the requirements of the vendor, the Council or a Government Agency; (@) the Draft Strata Plan may change during the course of the development; (©) the vendor may create exclusive use by-laws in respect of portions of the Common Property; (f) it may be necessary to change the unit entitlement schedule on the Draft Strata Plan; and (g) the vendor may be required to grant restriction on the use of land and/or positive covenant in favour of Council in respect of storm water drainage; and (h) the plan and/ or drawings of the property (if any) is indicative only and may not be identical to the property as finally approved by Council. Draft documents and plans ‘The vendor discloses that: (a) the number, configuration and layout of lots in the Draft Strata Plan may change; (©) the configuration and layout of Common Property in the Draft Strata Plan may change including deletion or addition of Common Property; (©) the vendor will complete the Strata Plan Instrument prior to registration of the Strata Plan; (@) further easements, restrictions on use of land and/or covenants may be necessary (or variations, additional matters or conditions imposed) as required by the vendor, Couneil or other Government Agencies; (©) the Strata Plan Instrument may not identify all easements, restrictions on use of land. and/or covenants to be created for the Strata Scheme or any part of it; (® the vendor may create easements other than those identified in the Strata Plan Instrument (if any) by other plans or by transfers granting easements; (g) the easements in the Strata Plan Instrument (if any) may include the right to make installations within the easement site after registration of the easement; and (h) the vendor may procure the Owners Corporation to consent to the creation and extinguishment of easements (if any) when it registers and subdivision plans in respect of land contiguous to the Strata Parcel. Services and easements ‘The vendor discloses that: (a) the vendor anticipates that easements may be created on re Plan in respect of the Strata Parcel including, without limitation, easements for: (i vehicle access; (ii) pedestrian access; ii) access to garbage room; (iv) public access; (v) light and air; (vi) carriageway; and may contain such variations, additional matters or conditions required by the Council or a Government Agency or are otherwise regarded as appropriate by the vendor; (b) easements between the Strata Parcel and Adjoining Land may be created under clause 46; (©) arrangements with Service Providers for the provision of Services to the Strata Parcel may not have been concluded as at the date of this contract;