CONTRACT FOR THE SALE OF LAND - 1992 EDITION
(comprising this page, the following cooling off notice, the
following provisions, Schedule 1 and anything attached)
(a choice printed in BLOCK CAPITALS applies unless a different choice is marked)
TERM MEANING OF TERM
VENDOR'S AGENT Nil
VENDOR NISSAN MOTOR CO (AUSTRALIA) PTY LIMITED
ACN 004 663 156
250-000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxx
XXXXXX'S SOLICITOR XXXXXX XXXXXXX
00 Xxxxxx Xxxxx, Xxxxxx 0000
Phone: 0000 0000 Fax: 0000 0000 DX
117 Sydney
Ref: Xx XX Xxxxxx
DEPOSITHOLDER Vendor's Solicitor
Invest deposit - Yes (clause 3)
COMPLETION DATE The date being 17 September 1998
PROPERTY The following land and the following
furnishings and chattels:
LAND Address: 000 Xxxxxxxxxx Xxxx, Xxxxxx, XXX
Improvements: Car show-rooms, administrative offices,
sales offices, warehouse and garaging
accommodation and automotive workshops.
Plan: Lot 2 DP562344 and Lots 5, 6 & 8 DP230253
(copies attached)
Title: Real Property Act 1900 (Torrens Title)
Folio Identifiers 2/562344, 5/230253,
6/230253 and 8/230253 (copies attached)
FURNISHINGS & CHATTELS Nil
PURCHASER READING PROPERTIES PTY LIMITED
ACN 071 195 429
Level 17, Chifley Tower, 0 Xxxxxxx Xxxxxx,
Xxxxxx, XXX
PURCHASER'S SOLICITOR XXXXX XXXXX & XXXXXXX
Chifley Tower, 0 Xxxxxxx Xxxxxx, Xxxxxx,
XXX
Phone: 0000-0000 Fax: 0000-0000 DX 105
Sydney Ref: Ms X Xxxxxx
PRICE Price in words: Eleven Million Two Hundred
and Forty Thousand Dollars
Price $11,240,000.00
Deposit $ 1,124,000.00
Balance $10,116,000.00
DATED 17 April 1998
----------------------------------------
Page 1
-------------------------------------------------------------------------------
COOLING OFF PERIOD
(PURCHASER'S RIGHTS)
1. THIS IS THE STATEMENT REQUIRED BY SECTION 66x OF THE cONVEYANCING aCT 1919
AND APPLIES TO A CONTRACT FOR THE SALE OF RESIDENTIAL PROPERTY.
2. THE PURCHASER MAY RESCIND THE CONTRACT AT ANY TIME BEFORE 5PM. ON THE FIFTH
BUSINESS DAY AFTER THE DAY ON WHICH THE CONTRACT WAS MADE, EXCEPT IN THE
CIRCUMSTANCES LISTED IN PARAGRAPH 3.
3. THERE IS NO COOLING OFF PERIOD:
(A) IF, AT OR BEFORE THE TIME THE CONTRACT IS MADE, THE PURCHASER GIVES TO THE
VENDOR (OR THE VENDOR S SOLICITOR OR AGENT) A CERTIFICATE THAT COMPLIES
WITH SECTION 66W OF THE ACT; OR
(B) IF THE PROPERTY IS SOLD BY PUBLIC AUCTION; OR
(C) IF THE CONTRACT IS MADE ON THE SAME DAY AS THE PROPERTY WAS OFFERED FOR
SALE BY PUBLIC AUCTION BUT PASSED IN; OR
(D) IF THE CONTRACT 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 BALANCE.
-------------------------------------------------------------------------------
The vendor sells and the purchaser purchases the property for the price under
these provisions instead of Schedule 3 Conveyancing Act 1919, subject to any
legislation which cannot be excluded.
1. Definitions
In this contract, these terms (in any form) mean -
'adjustment date' the earlier of the giving of possession to the purchaser or completion;
'bank' a bank as defined in the Banking Act 1959, the Reserve Bank or a State bank;
'business day' any day except a bank or public holiday throughout NSW or a Saturday or Sunday;
'date of this contract' the date on which the contract is made, whether by exchange of contracts or not;
'document of title' document of title or evidence relevant to the title or the passing of title;
'legislation' an Act or a by-law, ordinance, regulation or rule made under an Act;
'normally' subject to any other provision of this contract;
`party' each of the vendor and the purchaser;
'protected tenancy' a tenancy affected by Part 2, 3, 4 or 5 Landlord and Tenant (Amendment)
Act 1948;
'rescind' rescind this contract from the beginning;
Page 2
'serve' serve in writing on the other party;
'terminate' terminate this contract for breach.
2 DEPOSIT AND OTHER PAYMENTS BEFORE COMPLETION
2.1 It is an essential provision that on the making of this contract the
purchaser must pay the deposit to the depositholder as stakeholder.
2.2 The deposit (or any part of it) can be paid by cash or cheque.
2.3 The deposit is taken to be paid on time if the vendor, the vendor's agent
or the vendor's solicitor holds cash or a cheque for the deposit or any
part of it as depositholder or for sending to the depositholder and the
amounts so held total the deposit.
2.4 If the deposit is not paid on time or a cheque for the deposit (or any part
of it) is not honoured on presentation, the vendor can terminate but only
before the deposit is paid.
2.5 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 until termination by the vendor or
completion.
3 INVESTMENT OF DEPOSIT
If this contract states that the deposit is to be invested then the parties
direct the depositholder to -
3.1 invest the deposit (at the risk of the party who becomes entitled to it)
with a bank or a permanent building society, in an interest-bearing account
in NSW, payable at call, with interest to be reinvested; and
3.2 pay the net interest, after deduction of all proper bank, building society
or government charges, fees or taxes, to the parties equally if this
contract is completed, and otherwise to the party entitled to the deposit.
4 TRANSFER
4.1 The purchaser must serve the form of transfer within 28 days after the date
of this contract.
4.2 Serving a transfer does not of itself imply an acceptance of the property
or of the title.
4.3 If any information needed for the form of transfer is not disclosed in this
contract, is not served by the vendor and is requested in writing by the
purchaser, the vendor must serve it within a reasonable time after that
request.
5 OBJECTIONS, REQUISITIONS AND QUESTIONS
5.1 If the purchaser is or becomes entitled to make an objection or requisition
(other than a claim), the purchaser can make it only by serving it
5.1.1 if it arises out of this contract - within 21 days after the date of
this contract; 5 1.2 if it arises out of anything served by the
vendor on the purchaser - within 21 days after the later of the date
of this contract and that service; and
5.1.3 in any other case - within reasonable time.
5.2 If the purchaser is entitled to ask any general question about the property
or the title, the purchaser can ask it only by serving it within 21 days
after the date of this contract.
Page 3
6 ERROR OR MISDESCRIPTION
The purchaser can (but only before completion) claim compensation for an
error or misdescription in this contract (whether as to the property or as
to the title or not).
7 CLAIMS BY PURCHASER
The purchaser can make a claim (whether for compensation or not) before
completion only by serving it with a statement of the amount claimed, and
if the purchaser makes one or more claims before completion.
7.1 The vendor can rescind if in the case of claims which are not claims for
delay
7.1.1 the total amount claimed exceeds 5% of the price;
7.1.2 the vendor serves notice of intention to rescind; and
7.1.3 the purchaser does not serve notice waiving the claims within 14
days after that service; and
7.2 If this contract is completed
7.2.1 the lesser of the total amount claimed and 10% of the price must be
paid out of the price to and held by the depositholder until the
claims are finalised or lapse;
7.2.2 the amount held is to be invested in accordance with clause 3.1;
7.2.3 if the vendor disputes the validity or the amount of the claims,
the dispute must be finalised by an arbitrator agreed upon by the
parties or, failing agreement within 1 month of completion, by an
arbitrator appointed by the president of the Law Society of NSW
at the request of either party;
7.2.4 the purchaser is not entitled in respect of the claims to an amount
greater than the total amount claimed;
7.2.5 any net interest on the amount held must be paid to the parties in
the same proportion as the amount held is paid; and
7.2.6 if the parties do not agree upon an arbitrator and neither party
requests appointment of an arbitrator within 3 months after
completion, the claims lapse.
8 VENDOR'S RIGHT TO RESCIND
The vendor can rescind if
8.1 the vendor is, on reasonable grounds, unable or unwilling to comply with an
objection or requisition (other than a claim);
8.2 the vendor serves notice of intention to rescind which specifies the
objection or requisition and those grounds; and
8.3 the purchaser does not serve a notice waiving the objection or requisition
within 14 days after that service.
9 PURCHASER'S DEFAULT
If the purchaser does not comply with this contract (or a notice under or
relating to it) in an essential respect, the vendor can terminate by
serving a notice and then -
9.1 keep or recover the deposit (except so much of it as exceeds 10% of the
price);
Page 4
9.2 hold any other money paid by the purchaser under this contract as security
for anything recoverable under this clause -
9.2.1 for 12 months, or
9.2.2 If the vendor commences proceedings under this clause within 12
months, until those proceedings are concluded; and
9.3 sue the purchaser -
9.3.1 to recover damages for breach of contract; or
9.3.2 where the vendor has resold the property under a contract made
within 12 months after termination, to recover the deficiency on
resale (with credit for any of the deposit kept or recovered),
and the reasonable costs and expenses arising out of the
purchaser's noncompliance with this contract and of resale and
any attempted resale.
10 RESTRICTIONS ON RIGHTS OF PURCHASER
10.1 The purchaser cannot make a claim, objection 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 though
another property, or any service for another property passing
though the property ('service' includes air, communication,
drainage, electricity, garbage, gas, oil, radio, sewerage,
telephone, television or water service);
10.1.3 whether a wall is or is not a party wall in any sense of that
term;
10.1.4 any change in the property due to fair wear and tear before
completion;
10.1.5 a promise, representation or statement about this contract, the
property or the title, not set out or referred to in this contract;
10.1.6 a condition, exception, reservation or restriction in a Crown
grant;
10.1.7 the existence of any license or permit to prospect or test for
gas, minerals or petroleum;
10.1.8 any easement or restriction on use the substance of either of which
is disclosed in this contract or any non-compliance; or
10.1.9 everything else the substance of which is disclosed in this
contract.
10.2 The purchaser cannot rescind or terminate only because of a defect in the
title to or quality of the furnishings and chattels.
11 COMPLIANCE WITH NOTICES AND ORDERS
11.1 In this clause, notice means a valid notice or order which requires work
to be done or money to be spent on or in relation to the property or any
adjoining footpath or road
11.2 The vendor must by completion comply with a notice issued on or before
the date of this contract and if this contract is completed the purchaser
must comply with any other notice.
Page 5
11.3 If the purchaser incurs expense in or towards compliance with a notice and
this contract is rescinded or terminated, the vendor must reimburse the
purchaser to the extent that the expense is reasonable.
12 CERTIFICATES AND INSPECTIONS
The vendor authorises the purchaser, subject to the rights of any tenant -
12.1 to have the property inspected to obtain any certificate or report
reasonably required;
12.2 to apply (if necessary in the name of the vendor) for any statutory
certificate or a copy of any statutory approval, certificate or consent in
respect of the property; and
12.3 to make 1 pre-completion inspection of the property.
13 APPLICATION FOR BUILDING CERTIFICATE WITHIN 14 DAYS
13.1 In this clause, 'notice' means the same as in clause 11.
13.2 If the purchaser applies for a building certificate from the local
council within 14 days after the date of this contract and the council
issues a notice, refuses to issue the certificate for any reason or informs
the purchaser of work to be done before it will issue the certificate, the
purchaser can (but only before completion) make a requisition requiring the
vendor to comply with the notice, remedy the reason or do the work.
13.3 This clause does not affect any other rights of the parties.
14 ADJUSTMENTS
14.1 Normally, the vendor is entitled to the rents and profits and will be
liable for all rates, water and sewerage service charges, land tax and
other periodic outgoings up to and including the adjustment date after
which the purchaser will be entitled and liable.
14.2 The parties must allow or pay any necessary adjustment on completion.
14.3 If an amount adjustable under this clause has been reduced by any
authority and cannot (in the absence Or fraud or error) be written back,
the parties must calculate the adjustment on the reduced amount.
14.4 The vendor can require a land tax adjustment for the year current at the
adjustment date only if
14.4.1 this contract indicates that a land tax adjustment is required;
14.4.2 the vendor or a predecessor in title has paid or is liable to pay
land tax for that year; and
14.4.3 the land has a separate 'adjusted value' (as used in the Land Tax
Management Act 1956).
14.5 The amount to be adjusted for land tax is to be calculated as if at the
start of that year
14.5.1 the person who owned the land owned no other land;
14.5.2 the land was not subject to a special trust; and
14.5.3 the land was not owned by a non-concessional company.
14.6 Normally, the vendor can direct the purchaser to produce a bank cheque on
completion to pay an amount adjustable under this clause and if so -
Page 6
14.6.1 the amount is to be treated as if it were paid; and
14.6.2 the cheque must be forwarded to the payee immediately after
completion (by the purchaser if the cheque relates only to the
property or by the vendor in any other case).
14.7 If the land is not subject to a separate assessment for an amount
adjustable under this clause (other than land tax), adjustment is on a
proportional area basis, even if a later apportionment is made by an
authority.
14.8 The vendor is liable for any amount recoverable for work started by any
competent authority on or before the date of this contract on the property
or any adjoining footpath or road.
15 COMPLETION DATE
15.1 The parties must complete by the completion date (being a fixed but
inessential date).--;
15.2 If the parties do not complete by the completion date, a party can serve
a notice to complete if that party is otherwise entitled to do so.
16 COMPLETION
16.1 The legal title to the property passes on completion.
16.2 Normally, by completion the vendor must
16.2.1 give the purchaser all documents of title for the property which
relate only to the property;
16.2.2 clear any certificate served by the purchaser before completion
disclosing a land tax charge on the property; and
16.2.3 otherwise cause the unencumbered legal title to the property to
pass to the purchaser, subject to any necessary registration.
16.3 If at completion the vendor has possession or control of a document of
title which relates also to other property, the vendor must produce it as
and where necessary.
16.4 On completion the purchaser must
16.4.1 pay by cash (up to $2,000) or unendorsed bank cheque the balance of
the price and any other amount payable by the purchaser to the
vendor under this contract, and
16.4.2 give the vendor an order signed by the purchaser or the
purchaser's solicitor authorising the depositholder to account to
the vendor for the deposit.
16.5 On completion the deposit becomes the vendor's property.
17 POSSESSION
17.1 Normally, the vendor must give the purchaser vacant possession of the
property on completion.
17.2 Normally, the purchaser can claim compensation (before or after
completion) or rescind if any of the land is affected by a protected
tenancy.
Page 7
THIS IS AN ANNEXURE TO THE CONTRACT FOR SALE OF LAND BETWEEN
NISSAN MOTOR CO (AUSTRALIA) PTY LIMITED (AS VENDOR) AND
READING PROPERTIES PTY LIMITED (AS PURCHASER)
DATED
PROPERTY: 000 XXXXXXXXXX XXXX, XXXXXX
IMPORTANT NOTICE TO VENDORS AND PURCHASERS:
THE CONVEYANCING ACT 1919 (SECTION 52A) AND THE CONVEYANCING (SALE OF LAND)
REGULATION 1995 CREATE SIGNIFICANT RIGHTS AND OBLIGATIONS AFFECTING THIS
CONTRACT. YOU SHOULD REFER TO THESE PROVISIONS IN CONJUNCTION WITH THE
PREPARATION AND SIGNATURE OF THIS CONTRACT.
22. AMENDMENTS TO PRINTED FORM
22.1 For every purpose of this contract, the terms of clauses 1 to 21 as
printed on pages 2, 3, 4 and 5 of the form of contract to which these
clauses are annexed are taken to be amended as follows:
22.1.1 CLAUSE 10 - add the following subclause:
`10.3 For the purposes of this clause 10, the vendor discloses
all of the material appearing in the copy documents attached to
this contract whether specified in schedule 1 or not'.
22.1.2 CLAUSE 13 - delete entire clause;
22.1.3 CLAUSE 14.4 - delete paragraph 14.4.1 and paragraph 14.4.3;
22.1.4 CLAUSE 14 - add the following subclause:
`14.9 Where the relevant authority has not issued
accounts for water and sewerage usage up to the adjustment date,
the vendor must allow an adjustment calculated by multiplying the
number of days from the end of the last billing period to (and
including) the adjustment date by the average daily usage charge
during that last billing period'.
22.1.5 CLAUSE 19.2.2 - delete entire clause;
22.1.6 CLAUSE 20.6 - delete paragraph 20.6.4 (see NOTICES below);
22.1.7 CLAUSE 20.12 - delete the words "referred to in this contract"
from the first line and add at the end of the paragraph the words
"but in the event of any conflict between CLAUSES A1 - A6 and any
typed clause in this contract, the typed clause prevails".
22.2 The property is not residential property as defined in section 66Q of the
Conveyancing Act 1919 and, accordingly, the cooling off period notice on
page 2 is deleted.
23. PURCHASER'S ACKNOWLEDGMENTS
23.1 The purchaser agrees that no reliance has been made on any warranty or
representation by the vendor or any person on behalf of the vendor
except as expressly provided in this contract, that this contract
constitutes the whole contract between the parties and that the
purchaser has relied entirely on the purchaser's own enquiries
relating to, and inspection of, the property,
Page 8
all improvements and any items of furnishings and chattels referred to on the
front page of the contract and the use to which the property may be put.
23.2 The purchaser acknowledges that the purchaser is purchasing the property in
its present state of repair and condition. The purchaser may not make any
objection, requisition or claim for compensation concerning the state of
repair or condition of the property or any latent or patent defect in
quality in the property.
23.3 The purchaser acknowledges that the items listed in the attached Inventory
of Excluded Items are not owned by the vendor and are not included in the
sale of the property. Such items are the property of the Dealer and the
purchaser must permit the Dealer to remove all or any of such items from
the property on or before completion. The vendor will advise the Dealer
that, any items left on the property by the Dealer after completion are
deemed to have been abandoned by the Dealer. The vendor indemnifies the
purchaser against all costs or damages arising from any claim or action
made or taken by the Dealer against the purchaser for the removal or
destruction of any items left on the property by the Dealer after
completion except to the extent that the purchaser has not complied with
this clause.
23.4 The purchaser acknowledges that the vendor is not obliged to remove from
the title to the property on or prior to completion any caveat lodged on
behalf of the purchaser.
23.5 The purchaser acknowledges that in entering into this contract the
purchaser has made its own enquiries as to any existing development consent
or consents and the planning controls affecting the use and development of
the property and has examined these and all other documents, matters and
things relating to the planning controls affecting the property and has not
relied on any promise, representation or warranty in that regard made by or
on behalf of the vendor which is not expressly set out in this contract.
24. STAMP DUTY
The purchaser must pay all stamp duty payable in respect of this contract
and must ensure that this contract is duly stamped under the Stamp Duties
Act 1920 within the time permitted by that Act. If the purchaser fails to
perform this clause the vendor may do so and recover from the purchaser all
stamp duty, fines and other money properly paid. The vendor is responsible
for the payment of any stamp duty relating to the purchaser's agreement to
grant the Leases.
25. COMPLETION
25.1 Completion of this contract must take place by 3.30pm on the completion
date.
26. NOTICES
In addition to the provisions contained in CLAUSE 20.6, a notice or
document (`NOTICE') is sufficiently served for the purposes of this
contract if the Notice is sent by facsimile transmission to a party's
solicitor. The Notice is taken to have been received when the transmission
has been completed except where:
Page 9
26.1 The sender's machine indicates a malfunction in transmission or the
recipient immediately notifies the sender of an incomplete transmission,
in which case the Notice is taken not to have been given or received; or
26.2 The time of dispatch is later than 5.00pm on a business day in the place
to which the Notice is sent, in which case the Notice is taken to have been
received at 9.00am on the next business day at that place.
27. SURVEY REPORT
27.1 The vendor discloses all of the information appearing on the copy survey
report dated 9 October 1989 by PW Rygate & West and the copy building
certificate issued by Auburn Council attached to this contract and for the
purposes of this contract all measurements shown on the survey report are
taken to be a little more or less. The vendor does not warrant that the
survey report is accurate or complete.
27.2 The purchaser must not require the vendor to apply for or do anything
(including compliance with the requirements of the Council) towards
obtaining a building certificate under s172 of the Local government Act
1993 in respect of the property. The purchaser acknowledges that this
contract is not conditional on the issue of a building certificate.
28. NOTICE REQUIRING SUBMISSION OF A FORM OF TRANSFER OR COMPLETION OF THIS
CONTRACT OR BOTH
If this contract is not completed on the completion date by the time
referred to in CLAUSE 25:
28.1 The vendor may by notice in writing served on the purchaser, including a
notice served after 3.30pm on the completion date:
28.1.1 if the purchaser has failed to tender the appropriate form of
transfer of the property, require the purchaser to do so within a
period of at lease 2 business days after service of the notice;
and/or
28.1.2 require the purchaser to complete this contract within a period of
at least 14 days after service of the notice and make time an
essential condition of this contract in this respect both at law
and in equity;
28.2 The purchaser may by notice in writing served on the vendor require the
vendor to complete this contract within a period of at least 14 days after
service of the notice and make time an essential condition of this
contract in this respect both at law and in equity.
29. INTEREST FOR LATE COMPLETION
If completion of this contract takes place after the completion date for
any reason not due to the default of the vendor, it is an essential
condition of this contract that the purchaser pay to the vendor on
completion, in addition to the other money payable under this contract, the
amount obtained by applying a simple interest formula of 10% per annum to
the balance of the price and calculated on a daily basis from the day after
completion date to and including the date on which this contract is
completed.
Page 11
30. INVESTMENT OF DEPOSIT AND RELEASE OF DEPOSIT
30.1 If this contract states that the deposit is to be invested, then the
depositholder must invest the deposit in accordance with clause 3.1 with
Westpac Banking Corporation.
30.2 Despite any other provision of this contract, the parties direct the
depositholder to:
30.2.1 account to the vendor for the deposit; and
30.2.2 pay the net interest on the deposit in accordance with CLAUSE 3.2
to the parties equally, as from the date the Dealer vacates the
property but not before 17 August 1998.
30.3 A letter from the vendor to the depositholder signed by the secretary of
the vendor certifying that the Dealer has vacated the property shall be
conclusive evidence that the depositholder is entitled to account for the
deposit in accordance with clause 30.2.
30.4 Provided the deposit is not released to the vendor under clause 30.2 before
17 August 1998 (or such other date as may be agreed between the parties),
the deposit will under no circumstances be refundable to the purchaser
unless the vendor fails to complete in default of its obligations under
this contract.
31. INSURANCE - PASSING OF RISK
The provisions of Part 4 Division 7 of The Conveyancing Act 1919 do not
apply to this contract and risk in respect of damage to the property passes
to the purchaser on the date of this contract.
32. FIRB APPROVAL
32.1 In this clause 32:
"FIRB" means Foreign Investment Review Board;
"FIRB APPROVAL" means written advice from or on behalf of the Treasurer
that the Commonwealth Government does not object to the transaction
contemplated by this contract proceeding or to the purchaser entering into
this contract (as the case may be) where that advice is:
(a) not subject to any conditions;
(b) subject only to conditions which would not entitle the purchaser to
rescind this contract under clause 32.5.2; or
"FIRB NOTICE DAY" means the date on which the Treasurer receives a notice
from the purchaser given in accordance with CLAUSE 32.7 of if that date
precedes the date of this contract, then the date of this contract;
"TAKEOVERS ACT" means the Foreign Acquisition & Takeovers Act 1975 (Cth);
"TREASURER" means the Treasurer of the Commonwealth of Australia.
Page 11
32.2 Deleted.
32.3 This contract is conditional on the purchaser receiving FIRB Approval
within 90 days of the FIRB Notice Day.
32.4 For the purpose of this contract, FIRB Approval is taken to have been
received by the purchaser if within 40 days of the FIRB Notice Day, the
Treasurer:
32.4.1 does not make an order in relation to the acquisition of the
property under the Takeovers Act; or
32.4.2 does not give advice that the Commonwealth Government has no
objection to the proposed transaction or the entry into the
contract (as the case may be) subject to compliance with state
conditions.
32.5 Subject to clause 32.6, if within the period of 90 days after the FIRB
Notice Day:
32.5.1 the Treasurer does make an order in relation to the acquisition of
the property under the Takeovers Act, either party may rescind this
contract by notice in writing to the other party or its solicitors
within 7 days of receiving notice of the order given and this
contract will be thereupon rescinded ab initio'
32.5.2 the Treasurer does give advice that the Commonwealth Government has
no objection to the proposed transaction or the entry into the
contract (as the case may be) subject to compliance with one or
more conditions, the party affected by any condition may rescind
this contract by notice in writing to the other party or its
solicitors given within 7 days of receiving notice of the order and
this contract will thereupon be rescinded ad initio. The party
affected by any condition may only rescind if the condition or
conditions:
(a) detrimentally affect that party; and
(b) are not reasonably acceptable to that party
32.6 The right of the purchaser to rescind this contract under clause 32.5 is
conditional on the purchaser complying with its obligations under clauses
32.7 and 32.8. If the purchaser does not so comply and the Treasure does
either of the things mentioned in clause 32.5.1 and 32.5.2, the purchaser
will be in breach of this contract and the vendor may by notice in writing
to the purchaser or its solicitors within 7 days of receiving notice of the
Treasurer's action, terminate this contract.
32.7 The purchaser must (either itself or through its agents) before or within 7
days of the date of this contract give notice to the Treasure, in the form
prescribed by the Takeovers Act and Regulations made under it (if so
required by the Treasurer), of the entry into this contract and provide all
information required by the Takeovers Act and Regulations made under it and
by the FIRB.
32.8 Each party must:
32.8.1 on the request of the other, provide the other with all available
information and make every reasonable effort to provide
assistance, where that information or assistance is necessary or
reasonably desirable for the purpose of making or giving the
applications or notices required under this clause;
32.8.2 use its best efforts to obtain or assist in obtaining the
authorities and approvals referred to in this clause as soon as
possible;
Page 12
32.8.3 immediately on receiving a request for information from the
Treasurer, provide such of that information as it is reasonably
capable of providing in accordance with that request; and
32.8.4 provide to the other party a copy of each application or notice
made or given in accordance with this clause.
33. FURTHER DEFINITIONS
In this contract these terms mean:
"DEALER" Capital Automative Group Pty Limited ACN 003 924 650
"ENVIRONMENTAL EXPERT" ADI Limited
"ENVIRONMENTAL LAWS" all planning, environmental, health, toxic and
hazardous substances, waste disposal or pollution
laws and regulations, orders, notices, ordinances or
requirements and all licenses, approvals, consents,
permissions or permits issued under the same.
34. ENVIRONMENTAL AUDIT
34.1 The parties acknowledge that the purchaser has engaged the Environmental
Expert to undertake a stage 2 environmental audit of the property, and that
the Environmental Expert has issued certificates addressed to both the
vendor and the purchaser certifying details of any remediation works which
the Environmental Expert considers must be carried out on the property to
ensure that the property complies with all relevant Environmental Laws.
35. A copy of the audit by the Environment Expert is attached to this contract
and the purchaser acknowledges that the purchaser is not entitled to raise
any objection, requisition or claim for compensation or delay completion by
reason of anything disclosed in such audit.
Page 13
INDEMNITY
35.1 As from the date of this contract, the purchaser must keep the vendor
indemnified against any claim for commission, brokerage fees or any other
fees in any way relating to the sale of the property which may be made at
any time against the vendor by Elm Square Pty Limited or by Xxxxxxxx
Xxxxxx.
35.2 This clause will not merge on completion.
Page 14
THIS IS AN ANNEXURE TO THE CONTRACT FOR SALE OF LAND BETWEEN NISSAN MOTOR CO
(AUSTRALIA) PTY LIMITED (AS VENDOR) AND READING PROPERTIES PTY LIMITED (AS
PURCHASER) DATED 1998
PROPERTY: 000 XXXXXXXXXX XXXX, XXXXXX
Copies of the following documents specified in SCHEDULE 1 are attached to this
contract:
(a) certificate under s149(2) of the Environmental Planning & Assessment Act
1979 issued by Auburn Council;
(b) sewerage service diagram (if sewer is available);
(c) sewer reference sheet;
(d) computer folio certificates in respect of certificates of title folio
identifiers 2/562344, 5/230253, 6/230253 and 8/230253;
(e) deposited plans 562344 and 230253;
(f) the following dealings:
B215538 - right of way appurtenant to part of the land affecting the land
shown as right of way in DP312222 (copy attached);
C717950 - right of way appurtenant to part of the land affecting the land
shown in DP188498 (copy attached);
Right of way created by D484492, D531803 and D567232 appurtenant to the
land affecting the land shown in DP432647 (copy attached) and the land
shown in plan with D567232 (copy attached);
D845386 - easement for stormwater channel affecting part of the land shown
in DP562344;
G160087 - easement for passage of effluent waters appurtenant to part of
the land affecting the land shown in DP437380 (copy attached) see also
dealing F922104;
H198524 - easement for water supply and stormwater drainage affecting part
of the land shown in DP562344;
H257721 - easement for gas supply affecting part of the land shown in
DP562344;
H548956 - easement for electricity purposes affecting part of the land
shown in DP562344;
H618014 - easement for underground cables affecting part of the land shown
in DP562344;
H873409 - right of way appurtenant to the land affecting the land shown in
DP432647 (copy attached);
R686100 - easement for water supply affecting the land shown in DP452468
(copy attached);
K484741 - covenant;
K484741 - easement for railway purposes appurtenant to the land affecting
land in Lots 2, 3 and 4 DP230253;
Page 15
DP230253 - easement to drain water 5 feet wide (K454178);
(g) survey report by X X Xxxxxx & Xxxx dated 9 October 1989;
(h) building certificate or s317AE certificate issued by Auburn Council;
together with copies of the following documents:
Inventory of Excluded Items
Audit of Environmental Expert
Page 16
18 POSSESSION BEFORE COMPLETION
If the vendor gives the purchaser possession of the property before
completion -
18.1 the purchaser must not before completion
18.1.1 let or part with possession of any of the property;
18.1.2 make any structural alteration or addition to it; or
18.1.3 contravene any agreement between the parties or any instrument,
legislation, notice or order affecting the property;
18.2 the purchaser must until completion
18.2.1 keep the property in good condition and repair having regard to
its condition at the giving of possession ;and
18.2.2 allow the vendor or the vendor's authorised representative to
enter and inspect it at all reasonable times;
18.3 the risk in respect of damage to the property passes to the purchaser
immediately after the purchaser enters into possession;
18.4 if the purchaser does not comply with this clause, then without affecting
any right of the vendor, the vendor can before completion, without notice,
remedy the non-compliance and the purchaser must pay to the vendor the
reasonable cost of doing so with interest on that cost at the rate
mentioned in Schedule J Supreme Court Rules 1970 on all amounts as paid by
the vendor from time to time;
18.5 if this contract is rescinded or terminated the purchaser must immediately
vacate the property;
18.6 if the parties or their solicitors on their behalf do not agree in
writing to a fee or rent, none is payable; and
18.7 the taking of possession does not of itself imply an acceptance of the
property or of the title.
19 RESCISSION OF CONTRACT
19.1 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 (or attempt to satisfy) a claim,
objection or requisition, any negotiation or litigation or any
giving or taking of possession.
19.2 Normally, if a party exercises a right to rescind expressly given by this
contract or any legislation
19.2.1 the deposit and any other money paid by the purchaser under this
contract must be refunded;
19.2.2 a party can claim for a just and equitable adjustment if the
purchaser has been in possession;
19.2.3 a party can claim for damages, costs or expenses arising out of a
breach of this contract; and
19.2.4 a party will not otherwise be liable to pay any damages, costs or
expenses.
Page 18
20 MISCELLANEOUS
20.1 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 of this contract.
20.2 Any attached copy of a computer folio certificate or a manual folio of
the Register must be read subject to the Crown Lands (Continued Tenures)
Act 1989.
20.3 An area or dimension in this contract is only an approximate area or
dimension.
20.4 If a party consists of 2 or more persons, this contract benefits and
binds them jointly and separately.
20.5 A party's solicitor can receive or direct in writing the payment of any
money payable to the party under this contract.
20.6 A document under or relating to this contract is
20.6.1 signed by a party if it is signed by that party or that party's
solicitor;
20.6.2 served by or on a party if it is served by or on that party's
solicitor;
20.6.3 served if it is served in any manner provided in s170 Conveyancing
Act 1919;
20.6.4 served on a party on, but not before, the next business day after
it is sent by facsimile transmission to the fax number stated in
this contract for the party's solicitor; and
20.6.5 served on a deceased person if it is served on the person's
solicitor named in this contract, or the person's legal personal
representative, or if neither exists, the Public Trustee.
20.7 If the time for something to be done or to happen is not a business day,
the time is extended to the next business day, except in the case of clause
2 (deposit) and clause 21 (auction).
20.8 If there are conflicting times for something to be done or to happen, the
latest of those times applies.
20.9 The time for doing one thing does not of itself affect the time for doing
anything else.
20.10 The term 'within' in relation to a period means at any time at all
before the end of the period.
20.11 Normally, if a party must do something within a time, the time is not
essential.
20.12 Normally, clauses A1 -A6 referred to in this contract apply in the form
last published by the Law Society of NSW and the Real Estate Institute of
NSW, even if not attached.
20.13 Rights under clauses 11,14,17 and A2 continue after completion, whether
or not other rights continue.
21 AUCTION
If the property is sold by auction -
21.1 subject to this clause, the highest bidder is the purchaser;
21.2 if a bid is disputed the auctioneer is the sole arbitrator and the
auctioneer's decision is final;
21.3 the auctioneer can refuse to accept any bid, which in the auctioneer's
opinion is not in the best interests of the vendor
Page 19
21.4 the sale is subject to a reserve price and the right to make 1 bid by or
on behalf of the vendor is reserved;
21.5 a bidder is deemed to be a principal unless, prior to the bidding, the
bidder has given the auctioneer a copy of a written authority to bid for or
on behalf of a person; and
21.6 as soon as practicable after the fall of the hammer the purchaser must
sign this contract.
Page 20
-------------------------------------------------------------------------------
SCHEDULE 1
-----------------------------------------------------------------------------------------------------------------------------------
DOCUMENTS (copy of document attached if box marked - some required by legislation)
x1. certificate issued under s149(2) Environmental Planning and Assessment Act 1979
x2. sewerage service diagram or sanitary drainage diagram
x3. sewer reference sheet
x4. any document creating/purporting to create an easement, restriction on use or other interest disclosed in this
contract.
5. any document which is to be lodged with any relevant unregistered plan
6. in the case of land affected by a positive covenant - certificate under s88G Conveyancing Act 1919
x7. survey report
x8. building certificate or s317A certificate 9 certificate under s24 Swimming Pools Act 1992
10 Crown tenure card 11 Crown statement of account
12 computer folio certificate for common property 13 development statement 14 management statement
15 computer folio certificate for neighbourhood property 16 development contract 17 management statement
18 folio certificate - precinct 19 precinct plan 20 development contract 21 management statement
22 folio certificate - community 23 community plan 24 development contract 25 management statement
26 in the case of a leasehold strata scheme - the lease of the lot and the lease of the common property
------------------------------------------------------------------------------------------------------------------------------------
Adjoining land owned by vendor x NO yes - purchaser cannot require vendor to contribute to fencing work
Covenant/easement to be in transfer x NO yes - wording (including description of land benefited) attached
Consent to transfer required x NO yes (clause A5)
Land tax adjustment required NO x yes (clause 14)
------------------------------------------------------------------------------------------------------------------------------------
Possession: x VACANT subject to the following tenancies under the vendor (clause A2)
part occupied tenant's name nature of expiry option rent
(e.g. room number) (show full name) tenancy date period (show weekly/monthly)
(not protected tenancies unless otherwise indicated)
(a copy of each lease is attached - a residential lease must be read subject to the Residential Tenancies Act 1987)
------------------------------------------------------------------------------------------------------------------------------------
Strata/community managing agent
(or if non, secretary)
Name, address, phone
------------------------------------------------------------------------------------------------------------------------------------
SIGNED by XXXXX XXXXXX XXXXX and
XXXXXXXX XXXX XXXXXXXXXXX as attorneys
for NISSAN MOTOR CO (AUSTRALIA) PTY LIMITED
under Power of Attorney dated 15 April 1998
registered Book 4198 No. 248
in the presence of:
.../s/ Xxxxx Xxxxxx Xxxxx.
--------------------------
XXXXX XXXXXX XXXXX
SIGNED BY THE VENDOR.................. SIGNED BY THE PURCHASER................
IN THE PRESENCE OF Vendor Purchaser
Witness /s/ Xxxxxxxx Xxxx Xxxxxxxxxxx Witness...........................
-----------------------------
------------------------------------------------------------------------------------------------------------------------------------
IMPORTANT NOTICE TO VENDORS AND PURCHASERS: The Conveyancing Act 1919 (section 52A) and the Conveyancing (Vendor Disclosure and
Warranty) Regulation 1986 create significant rights and obligations affecting this contract. You should refer to these provisions in
conjunction with the preparation and signature of this contract. WARNING Various Acts of Parliament and other matters can affect the
rights of the parties to this contract. Some important matters are actions, claims, decisions, notices, orders or proposals
involving owners of adjoining properties, or -
Australian Gas Light Company Heritage Council Rural Lands Protection Board
Building Services Corporation Housing Department School Education Department
Council Mine Subsidence Board State Pollution Control Commission
County Council Mineral Resources Department State Rail
Department of Conservation and Land Pacific Power Telecom
Management Pipelines Authority Water Board or local water authority
Environmental Protection Authority Public Works Department
Health Department Roads and Traffic Authority
---------------------------------------------------------------------------------------------------------------------------------
NOTES
1 The purchaser is liable to pay stamp duty on this contract within 2 months after the date of the making of this contract and
may incur fines if stamp duty is not paid within that period.
2 If there is a dispute between the parties, they are encouraged to use informal procedures such as negotiation, mediation or
independent expert appraisal under guidelines or rules of the Law Society.
---------------------------------------------------------------------------------------------------------------------------------
21
3 The copies mentioned in this form are in some cases required by legislation to
be attached - a solicitor can advise you.
