The Waterfront Shell Cove - Seaboard Release - Draft master contract by Frasers Property Australia

© 2019 The Law Society of New South Wales ACN 000 000 699 and The Real Estate Institute of New South Wales ACN 000 012 457. You can prepare your own version of pages 1 to 3 of this contract. Except as permitted under the Copyright Act 1968 (Cth) or consented to by the copyright owners (including by way of guidelines issued from time to time), no other part of this contract may be reproduced without the specific written permission of The Law Society of New South Wales and The Real Estate Institute of New South Wales.

➔Contract for the sale and purchase of land 2019 edition TERM vendor’s agent

MEANING OF TERM Frasers Property Real Estate Pty Limited Level 2, 1C Homebush Bay Drive, Rhodes NSW 2138

co-agent depositholder vendor

Nil. Vendor’s Solicitor Invest deposit: SHELLHARBOUR CITY COUNCIL 76 Cygnet Avenue, Shellharbour City Centre 2529 HEARD MCEWAN LEGAL 91 Crown Street, Wollongong 2500 PO Box 882, Wollongong 2520 DX 27848 WOLLONGONG COURT email: mheard@heardmcewan.com.au

vendor’s solicitor

date for completion land (address, plan details and title reference)

ABN 94 065 458 782 Phone 02 9767 2000 Fax 02 9767 2916

YES

No ABN 78 392 627 134 Phone 02 4254 5222 Fax 02 4254 5221 Ref MJH:215419

See clauses 15 and 33 Address: CN____ THE PROMONTORY DRIVE, SHELL COVE (see clause 37.13) Plan: Unregistered plan: Proposed Lot ____ in an unregistered subdivision plan which is part of Lot 6400 in unregistered subdivision plan 1271973 which is part of Lot 1062 in Deposited Plan 1253523 Title: Part folio identifier 6400/1271973 VACANT POSSESSION house one car garage

improvements attached copies

subject to existing tenancies two car garage

documents in the List of Documents as marked

Colour scheme FIRB approval required Proposed Use Purchaser’s ID

Hampton Reed Yes No (see clause 61) Personal occupation by purchaser

Bellport

(see clause 38.6)

INVESTMENT FOR RENTAL PURPOSES

The purchaser is to provide to the vendor on or before the contract date a copy of an Australian drivers licence or other equivalent identification for Australian residents or a passport for a foreign person.

A real estate agent is permitted by legislation to fill up the items in this box in a sale of residential property. inclusions See Schedule of Finishes (some may be fixtures) Nil exclusions purchaser ACN Phone Email purchaser’s solicitor Phone Fax Ref price deposit balance contract date guarantor

$ $ $

inclusive of GST (10% of the price, unless otherwise stated) (if not stated, the date this contract was made)

Name and address: Name and address:

For signature clauses see signature schedule attached vendor

GST

witness

The price includes GST (see clause 52)

purchaser

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JOINT TENANTS

tenants in common

in unequal shares

witness

Shell Cove – Off the Plan - House p215419_004.doc

Choices Vendor agrees to accept a deposit-bond (clause 3 and 56) Nominated Electronic Lodgment Network (ELN) (clause 30) proposed electronic transaction (clause 30 and 72)

NO PEXA no

yes YES

Tax information (the parties promise this is correct as far as each party is aware) land tax is adjustable NO yes GST: Taxable supply NO yes in full yes to an extent margin scheme will be used in making the taxable supply NO yes This sale is not a taxable supply because (one or more of the following may apply) the sale is:  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))  GST-free because the sale is the supply of a going concern under section 38-325  GST-free because the sale is subdivided farm land or farm land supplied for farming under Subdivision 38-O  input taxed because the sale is of eligible residential premises (sections 40-65, 40-75(2) and 195-1) Purchaser must make an GSTRW payment no YES (if yes, vendor must provide (residential withholding payment) further details) If the further details below are not fully completed at the contract date, the vendor must provide all these details in a separate notice within 14 days of the contract date. GSTRW Payment (GST residential withholding payment) – further details Frequently the supplier will be the vendor. However, sometimes further information will be required as to which entity is liable for GST, for example, if the supplier is a partnership, a trust, part of a GST group or a participant in a GST joint venture. Supplier’s name: Shellharbour City Council Supplier’s ABN: 78 392 627 134 Supplier’s GST branch number (if applicable): Supplier’s business address: 76 Cygnet Avenue, Shellharbour City Council 2529 Supplier’s email address: Paul.henderson@shellharbour.nsw.gov.au Supplier’s phone number: 02 4221 6078 Supplier’s proportion of GSTRW payment: 100% If more than one supplier, provide the above details for each supplier. Amount purchaser must pay – price multiplied by the GSTRW rate (residential withholding rate): 7% of Purchase Price Amount must be paid:

AT COMPLETION

at another time (specify):

Is any of the consideration not expressed as an amount in money?

yes

If “yes”, the GST inclusive market value of the non-monetary consideration: $ Other details (including those required by regulation or the ATO forms):

3439-0518-2734v1 p215419_004.doc

List of Documents General 1 property certificate for the land 2 plan of the land 3 unregistered plan of the land 4 plan of land to be subdivided 5 document to be lodged with a relevant plan 6 section 10.7(2) planning certificate under Environmental Planning and Assessment Act 1979 7 additional information included in that certificate under section 10.7(5) 8 sewerage infrastructure location diagram (service location diagram) 9 sewer lines location diagram (sewerage service diagram) 10 document that created or may have created an easement, profit à prendre, restriction on use or positive covenant disclosed in this contract 11 planning agreement 12 section 88G certificate (positive covenant) 13 survey report 14 building information certificate or building certificate given under legislation 15 lease (with every relevant memorandum or variation) 16 other document relevant to tenancies 17 licence benefiting the land 18 old system document 19 Crown purchase statement of account 20 building management statement 21 form of requisitions 22 clearance certificate 23 land tax certificate Home Building Act 1989 24 insurance certificate 25 brochure or warning 26 evidence of alternative indemnity cover Swimming Pools Act 1992 27 certificate of compliance 28 evidence of registration 29 relevant occupation certificate 30 certificate of non-compliance 31 detailed reasons of non-compliance

Strata or community title (clause 23 of the contract) 32 property certificate for strata common property 33 plan creating strata common property 34 strata by-laws 35 strata development contract or statement 36 strata management statement 37 strata renewal proposal 38 strata renewal plan 39 leasehold strata - lease of lot and common property 40 property certificate for neighbourhood property 41 plan creating neighbourhood property 42 neighbourhood development contract 43 neighbourhood management statement 44 property certificate for precinct property 45 plan creating precinct property 46 precinct development contract 47 precinct management statement 48 property certificate for community property 49 plan creating community property 50 community development contract 51 community management statement 52 document disclosing a change of by-laws 53 document disclosing a change in a development or management contract or statement 54 document disclosing a change in boundaries 55 information certificate under Strata Schemes Management Act 2015 56 information certificate under Community Land Management Act 1989 57 disclosure statement - off the plan contract 58 other document relevant to off the plan contract 59 other: See list of attachments

HOLDER OF STRATA OR COMMUNITY TITLE RECORDS – Name, address and telephone number Not applicable

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4 Land – 2019 edition

IMPORTANT NOTICE TO VENDORS AND PURCHASERS Before signing this contract you should ensure that you understand your rights and obligations, some of which are not written in this contract but are implied by law.

NS W

WARNING—SMOKE ALARMS The owners of certain types of buildings and strata lots must have smoke alarms (or in certain cases heat alarms) installed in the building or 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 heat alarm. Penalties apply.

WARNING—LOOSE-FILL ASBESTOS INSULATION Before purchasing land that includes any residential premises (within the meaning of Division 1A of Part 8 of the Home Building Act 1989) built before 1985, a purchaser is strongly advised to consider the possibility that the premises may contain loose-fill asbestos insulation (within the meaning of Division 1A of Part 8 of the Home Building Act 1989). In particular, a purchaser should: search the Register required to be maintained under Division 1A of Part 8 of the Home Building Act 1989, and

(b)

ask the relevant local council whether it holds any records showing that the residential premises contain loose-fill asbestos insulation.

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(a)

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For further information about loose-fill asbestos insulation (including areas in which residential premises have been identified as containing loose-fill asbestos insulation), contact NSW Fair Trading.

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

5 Land – 2019 edition

COOLING OFF PERIOD (PURCHASER’S RIGHTS) This is the statement required by section 66X of the Conveyancing Act 1919 and applies to a contract for the sale of residential property. EXCEPT in the circumstances listed in paragraph 3, the purchaser may rescind the contract at any time before 5 pm on— (a) the tenth business day after the day on which the contract was made—in the case of an off the plan contract, or (b) the fifth business day after the day on which the contract was made—in any other case.

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.

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.

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NS W

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DISPUTES If you 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, the Law Society Conveyancing Dispute Resolution Scheme or mediation (for example mediation under the Law Society Mediation Program).

AUCTIONS Regulations made under the Property, Stock and Business Agents Act 2002 prescribe a number of conditions applying to sales by auction.

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

6 Land – 2019 edition

WARNINGS Various Acts of Parliament and other matters can affect the rights of the parties to this contract. Some important matters are actions, claims, decisions, licences, notices, orders, proposals or rights of way involving: APA Group NSW Department of Education Australian Taxation Office NSW Fair Trading Council Owner of adjoining land County Council Privacy Department of Planning, Industry and Public Works Advisory Environment Subsidence Advisory NSW Department of Primary Industries Telecommunications Electricity and gas Transport for NSW Land & Housing Corporation Water, sewerage or drainage authority Local Land Services If you think that any of these matters affects the property, tell your solicitor.

A lease may be affected by the Agricultural Tenancies Act 1990, the Residential Tenancies Act 2010 or the Retail Leases Act 1994.

If any purchase money is owing to the Crown, it will become payable before obtaining consent, or if no consent is needed, when the transfer is registered.

If a consent to transfer is required under legislation, see clause 27 as to the obligations of the parties.

The vendor should continue the vendor’s insurance until completion. If the vendor wants to give the purchaser possession before completion, the vendor should first ask the insurer to confirm this will not affect the insurance.

The purchaser will usually have to pay transfer duty (and sometimes surcharge purchaser duty) on this contract. If duty is not paid on time, a purchaser may incur penalties.

If the purchaser agrees to the release of deposit, the purchaser’s right to recover the deposit may stand behind the rights of others (for example the vendor’s mortgagee).

The purchaser should arrange insurance as appropriate.

Some transactions involving personal property may be affected by the Personal Property Securities Act 2009.

10.

A purchaser should be satisfied that finance will be available at the time of completing the purchase.

11.

Where the market value of the property is at or above a legislated amount, the purchaser may have to comply with a foreign resident 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.

12.

Purchasers of some residential properties may have to withhold part of the purchase price to be credited towards the GST liability of the vendor. If so, this will also affect the amount available to the vendor. More information is available from the ATO.

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NS W

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

7 Land – 2019 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. 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 deposit-taking institution which is a 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 s14-220 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; depositholder vendor's agent (or if no vendor's agent is named in this contract, the vendor's solicitor, or if no vendor’s solicitor is named in this contract, the buyer’s agent); document of title document relevant to the title or the passing of title; FRCGW percentage the percentage mentioned in s14-200(3)(a) of Schedule 1 to the TA Act (12.5% as at 1 July 2017); FRCGW remittance a remittance which the purchaser must make under s14-200 of Schedule 1 to the TA Act, being the lesser of the FRCGW percentage of the price (inclusive of GST, if any) and the amount specified in a variation served by a party; GST Act A New Tax System (Goods and Services Tax) Act 1999; GST rate the rate mentioned in s4 of A New Tax System (Goods and Services Tax Imposition - General) Act 1999 (10% as at 1 July 2000); GSTRW payment a payment which the purchaser must make under s14-250 of Schedule 1 to the TA Act (the price multiplied by the GSTRW rate); GSTRW rate the rate determined under ss14-250(6), (8) or (9) of Schedule 1 to the TA Act (as at 1 July 2018, usually 7% of the price if the margin scheme applies, 1/11 th if not); 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; property the land, the improvements, all fixtures and the inclusions, but not the exclusions; planning agreement a valid voluntary agreement within the meaning of s7.4 of the Environmental Planning and Assessment Act 1979 entered into in relation to the property; requisition an objection, question or requisition (but the term does not include a claim); rescind rescind this contract from the beginning; serve serve in writing on the other party; settlement cheque an unendorsed cheque made payable to the person to be paid and – ● issued by a bank and drawn on itself; or ● if authorised in writing by the vendor or the vendor's solicitor, some other cheque; solicitor in relation to a party, the party's solicitor or licensed conveyancer named in this contract or in a notice served by the party; TA Act Taxation Administration Act 1953; terminate terminate this contract for breach; variation a variation made under s14-235 of Schedule 1 to the TA Act; within in relation to a period, at any time before or during the period; and work order a valid direction, notice or order that requires work to be done or money to be spent on or in relation to the property or any adjoining footpath or road (but the term does not include a notice under s22E of the Swimming Pools Act 1992 or clause 22 of the Swimming Pools Regulation 2018).

2 2.1 2.2 2.3 2.4

Deposit and other payments before completion The purchaser 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 depositholder or to the vendor, vendor's agent or vendor's solicitor for sending to the depositholder or by payment by electronic funds transfer 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 terminate. This right to terminate is lost as soon as the deposit is paid in full. If the vendor accepts a bond or guarantee for the deposit, clauses 2.1 to 2.5 do not apply.

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NS W

2.5 2.6

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

3.5

3.6 3.7 3.8 3.9

3.10

4.4

4.2 4.3

Transfer Normally, the purchaser must serve at least 14 days before the date for completion – 4.1.1 the form of transfer; and 4.1.2 particulars required to register any mortgage or other dealing to be lodged with the transfer by the purchaser or the purchaser’s mortgagee. If any information needed for the form of transfer is not disclosed in this contract, the vendor must serve it. If the purchaser serves a form of transfer and the transferee is not the purchaser, the purchaser must give the vendor a direction signed by the purchaser personally for this form of transfer. The vendor can require the purchaser to include a form of covenant or easement in the transfer only if this contract contains the wording of the proposed covenant or easement, and a description of the land benefited.

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4 4.1

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3.11

3.4

NS W

3.3

3.2

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 vendor’s solicitor (or if no solicitor the depositholder) at or before the making of this contract and this time 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 it is from the same issuer and for the same amount as the earlier deposit-bond; and 3.4.2 it has an expiry date at least three months after 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 3.5.2 the deposit is paid in full under clause 2. Clauses 3.3 and 3.4 can operate more than once. If the 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 – 3.9.1 on completion; or 3.9.2 if this contract is rescinded. If this contract is terminated by the vendor – 3.10.1 normally, the vendor can immediately demand payment from the issuer of the deposit-bond; or 3.10.2 if the purchaser serves prior to termination a notice disputing the vendor’s right to terminate, the vendor must forward the deposit-bond (or its proceeds if called up) to the depositholder as stakeholder. If this contract is terminated by the purchaser – 3.11.1 normally, the vendor must give the purchaser the deposit-bond; or 3.11.2 if the vendor serves prior to termination a notice disputing the purchaser’s right to terminate, the vendor must forward the deposit-bond (or its proceeds if called up) to the depositholder as stakeholder.

3 3.1

2.9

Land – 2019 edition If the vendor accepts a bond or guarantee for part of the deposit, clauses 2.1 to 2.5 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 until 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 parties equally, after deduction of all proper government taxes and financial institution charges and other charges.

2.7 2.8

5 5.1 5.2

Requisitions If a form of requisitions is attached to this contract, the purchaser is taken to have made those requisitions. If the purchaser is or becomes entitled to make any other requisition, the purchaser can make it only by serving it – 5.2.1 if it arises out of this contract or it is a general question about the property or title - within 21 days after the contract date; 5.2.2 if it arises out of anything served by the vendor - within 21 days after the later of the contract date and that service; and 5.2.3 in any other case - within a reasonable time.

6 6.1

Error or misdescription Normally, the purchaser can (but only before completion) claim compensation for an error or misdescription in this contract (as to the property, the title or anything else and whether substantial or not). This clause applies even if the purchaser did not take notice of or rely on anything in this contract containing or giving rise to the error or misdescription. However, this clause does not apply to the extent the purchaser knows the true position.

6.2 6.3

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

9 Land – 2019 edition 7

7.1

NS W

7.2

Claims by purchaser Normally, the purchaser can make a claim (including a claim under clause 6) before completion only by serving it with a statement of the amount claimed, and if the purchaser makes one or more claims before completion – the vendor can rescind if in the case of claims that 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 if the vendor does not rescind, the parties must complete and 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 2.9; 7.2.3 the claims must be finalised by an arbitrator appointed by the parties or, if an appointment is not made within 1 month of completion, by an arbitrator appointed by the President of the Law Society at the request of a party (in the latter case the parties are bound by the terms of the Conveyancing Arbitration Rules approved by the Law Society as at the date of the appointment); 7.2.4 the purchaser is not entitled, in respect of the claims, to more than the total amount claimed and the costs of the purchaser; 7.2.5 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 appoint an arbitrator and neither party requests the President to appoint an arbitrator within 3 months after completion, the claims lapse and the amount belongs to the vendor.

Vendor's rights and obligations The vendor can rescind if – 8.1.1 the vendor is, on reasonable grounds, unable or unwilling to comply with a requisition; 8.1.2 the vendor serves a notice of intention to rescind that specifies the requisition and those grounds; and 8.1.3 the purchaser does not serve a notice waiving the requisition within 14 days after that service. If the vendor does not comply with this contract (or a notice under or relating to it) in an essential respect, the purchaser can terminate by serving a notice. After the termination – 8.2.1 the purchaser can recover the deposit and any other money paid by the purchaser under this contract; 8.2.2 the purchaser can sue the vendor to recover damages for breach of contract; and 8.2.3 if the purchaser has been in possession a party can claim for a reasonable adjustment.

9.3

10 10.1

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9.1 9.2

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. After the termination the vendor can – keep or recover the deposit (to a maximum of 10% of the price); 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 after the termination; or 9.2.2 if the vendor commences proceedings under this clause within 12 months, until those proceedings are concluded; and sue the purchaser either – 9.3.1 where the vendor has resold the property under a contract made within 12 months after the termination, to recover – ● the deficiency on resale (with credit 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 under this clause); and ● the 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 9.3.2 to recover damages for breach of contract.

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8 8.1

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, oil, radio, sewerage, telephone, television or water service); 10.1.3 a wall 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; 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;

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

10 Land – 2019 edition 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 10.1.9 anything the substance of which is disclosed in this contract (except a caveat, charge, mortgage, priority notice or writ). The purchaser cannot rescind or terminate only because of a defect in title to or quality of the inclusions. Normally, the purchaser cannot make a claim or requisition or rescind or terminate or require the vendor to change the nature of the title disclosed in this contract (for example, to remove a caution evidencing qualified title, or to lodge a plan of survey as regards limited title). 10.1.7 10.1.8

12.1 12.2

12.3 13 13.1 13.2

Goods and services tax (GST) Terms used in this clause which are not defined elsewhere in this contract and have a defined meaning in the GST Act have the same meaning in this clause. Normally, if a party must pay the price or any other amount to the other 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 or payment for an expense of another party or pay an expense payable by or to a third party (for example, under clauses 14 or 20.7) – 13.3.1 the party must adjust or pay on completion any GST added to or included in the expense; but 13.3.2 the amount of the expense must be reduced to the extent the party receiving the adjustment or payment (or the representative member of a GST group of which that party is a member) is entitled to an input tax credit for the expense; and 13.3.3 if the adjustment or payment under this contract is consideration for a taxable supply, an amount for GST must be added at the GST rate. If this contract says this sale is the supply of a going concern – 13.4.1 the parties agree the supply of the property is a supply of a going concern; 13.4.2 the vendor must, between the contract date and completion, carry on the enterprise conducted on the land in a proper and business-like way; 13.4.3 if the purchaser is not registered by the date for completion, the parties must complete and the purchaser must pay on completion, in addition to the price, an amount being the price multiplied by the GST rate ("the retention sum"). The retention sum is to be held by the depositholder and dealt with as follows – ● if within 3 months of completion the purchaser serves a letter from the Australian Taxation Office stating the purchaser is registered with a date of effect of registration on or before completion, the depositholder is to pay the retention sum to the purchaser; but ● if the purchaser does not serve that letter within 3 months of completion, the depositholder is to pay the retention sum to the vendor; and 13.4.4 if the vendor, despite clause 13.4.1, serves a letter from the Australian Taxation Office stating the 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 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 of the price if –

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13.4

13.3

Certificates 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 (if necessary in the name of the vendor) for – 12.2.1 any certificate that can be given in respect of the property under legislation; or 12.2.2 a copy of any approval, certificate, consent, direction, notice or order in respect of the property given under legislation, even if given after the contract date; and to make 1 inspection of the property in the 3 days before a time appointed for completion.

NS W

11.2

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.

11 11.1

10.2 10.3

13.5 13.6 13.7

13.8

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

13.11 13.12

14.7

14.8

14.6

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14.5

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14.4

14.2 14.3

Adjustments Normally, the vendor is entitled to the rents and profits and will be liable for all rates, water, sewerage and drainage service and usage charges, land tax, levies and all other periodic outgoings up to and including the adjustment date after which the purchaser will be entitled and liable. The parties must make any necessary adjustment on completion. If an amount that is adjustable under this contract has been reduced under legislation, the parties must on completion adjust the reduced amount. The parties must not adjust surcharge land tax (as defined in the Land Tax Act 1956) but must adjust any other land tax for the year current at the adjustment date – 14.4.1 only if land tax has been paid or is payable for the year (whether by the vendor or by a predecessor in title) and this contract says that land tax is adjustable; 14.4.2 by adjusting the amount that would have been payable if at the start of the year – ● the person who owned the land owned no other land; ● the land was not subject to a special trust or owned by a non-concessional company; and ● if the land (or part of it) had no separate taxable value, by calculating its separate taxable value on a proportional area basis. If any other amount that is adjustable under this contract relates partly to the land and partly to other land, the parties must adjust it on a proportional area basis. Normally, the vendor can direct the purchaser to produce a settlement cheque on completion to pay an amount adjustable under this contract and if so – 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). If on completion the last bill for a water, sewerage or drainage usage charge is for a period ending before the adjustment date, the vendor is liable for an amount calculated by dividing the bill by the number of days in the period then multiplying by the number of unbilled days up to and including the adjustment date. The vendor is liable for any amount recoverable for work started on or before the contract date on the property or any adjoining footpath or road.

14 14.1

NS W

13.13

13.10

13.9

Land – 2019 edition 13.8.1 this sale is not a taxable supply in full; or 13.8.2 the margin 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 of the 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 scheme applies to a taxable supply. If the vendor is liable for GST on rents or profits due to issuing an invoice or receiving consideration before completion, any adjustment of those amounts must exclude an amount equal to the vendor’s GST liability. If the purchaser must make a GSTRW payment the purchaser must – 13.13.1 at least 5 days before the date for completion, serve evidence of submission of a GSTRW payment notification form to the Australian Taxation Office by the purchaser or, if a direction under clause 4.3 has been served, by the transferee named in the transfer served with that direction; 13.13.2 produce on completion a settlement cheque for the GSTRW payment payable to the Deputy Commissioner of Taxation; 13.13.3 forward the settlement cheque to the payee immediately after completion; and 13.13.4 serve evidence of receipt of payment of the GSTRW payment and a copy of the settlement date confirmation form submitted to the Australian Taxation Office.

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 party is otherwise entitled to do 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 title that relates also to other property, the vendor must produce it as and where necessary. Normally, on completion the vendor must cause the legal title 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 title to the property does not pass before completion.

16.1 16.2 16.3 16.4

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

17 17.1 17.2

17.3

18 18.1 18.2

18.3

18.4 18.5

18.6 18.7 19 19.1

19.2

NS W

16.13

16.12

Possession Normally, the vendor must give the purchaser vacant possession of the property on completion. The vendor does not have to give vacant possession if – 17.2.1 this contract says that the sale is subject to existing tenancies; and 17.2.2 the contract discloses the provisions of the tenancy (for example, by attaching a copy of the lease and any relevant memorandum or variation). Normally, the purchaser can claim compensation (before or after completion) or rescind if any of the land is affected by a protected tenancy (a tenancy affected by Schedule 2, Part 7 of the Residential Tenancies Act 2010).

16.11

16.10

16.8 16.9

Possession before completion This clause applies only if the vendor gives the purchaser possession of the property before completion. The purchaser must not before completion – 18.2.1 let or part with possession of any of the property; 18.2.2 make any change or structural alteration or addition to the property; or 18.2.3 contravene any agreement between the parties or any direction, document, legislation, notice or order affecting the property. The purchaser must until completion – 18.3.1 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. If the 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 18.5.2 if the vendor pays the expense of doing this, the purchaser must pay it to the vendor with interest at the rate prescribed under s101 Civil Procedure Act 2005. If this contract is rescinded or terminated the purchaser must immediately vacate the property. If the parties or their solicitors on their behalf do not agree in writing to a fee or rent, none is payable.

64 A

16.7

16.6

Land – 2019 edition 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. If a party serves a land tax certificate showing a charge on any of the land, by completion the vendor must do all things and pay all money required so that 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 paid; ● FRCGW remittance payable; ● GSTRW payment; and ● 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. If the vendor requires more than 5 settlement cheques, the vendor must pay $10 for each extra cheque. 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. ● Place for completion Normally, the parties must complete at the completion address, which is – 16.11.1 if a special completion address is stated in this contract - that address; or 16.11.2 if none is stated, but a first mortgagee is disclosed in this contract and the mortgagee would usually discharge the mortgage at a particular place - that place; or 16.11.3 in any other case - the vendor's solicitor's address stated in this contract. The vendor by reasonable notice can require completion at another place, if it is in NSW, but the vendor must pay the purchaser's additional expenses, including any agency or mortgagee fee. If the purchaser requests completion at a place that is not the completion address, and the vendor agrees, the purchaser must pay the vendor's additional expenses, including any agency or mortgagee fee.

ST AG

16.5

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 satisfy a claim or requisition, any arbitration, litigation, mediation or negotiation or any giving or taking of possession. 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 reasonable 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 the other party any damages, costs or expenses.

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

13 Land – 2019 edition 20 20.1 20.2 20.3 20.4 20.5

21 21.1 21.2 21.3 21.4 21.5 21.6 22 22.1 22.2 23 23.1 23.2

20.15

20.13 20.14

Time limits in these provisions If the time for something to be done or to happen is not stated in these provisions, it is a reasonable time. If there are conflicting 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 29th, 30th or 31st day of a month, and the day does not exist, the time is instead the last day of the month. If the 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.

20.12

64 A

20.9 20.10 20.11

20.8

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.

ST AG

20.7

NS W

20.6

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 of this contract. Anything attached to this contract is part of this contract. An area, bearing or dimension in this contract is only approximate. If a party consists of 2 or more persons, this contract benefits and binds them separately and together. A party's solicitor can receive any amount payable to the party under this contract or direct in writing that it is to be paid to another person. A document under or relating to this contract is – 20.6.1 signed by a party if it is signed by the party or the party's solicitor (apart from a direction under clause 4.3); 20.6.2 served if it is 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 party has died or any of them has died; 20.6.4 served if it is served in any manner provided in s170 of the Conveyancing Act 1919; 20.6.5 served if it is sent by email or fax to the party's solicitor, unless in either case it is not received; 20.6.6 served on a person if it (or a copy of it) comes into the possession of the person; and 20.6.7 served at the earliest time it is served, if it is served more than once. An obligation to pay an expense of another party of doing something is an obligation to pay – 20.7.1 if the party does the thing personally - the reasonable cost of getting someone else to do it; or 20.7.2 if the party pays someone else to do the thing - the amount paid, to the extent it is reasonable. Rights under clauses 11, 13, 14, 17, 24, 30 and 31 continue after completion, whether or not other rights continue. The vendor does not promise, represent or state that the purchaser has any cooling off rights. The vendor does not promise, represent or state that any attached survey report is accurate or current. A reference to any legislation (including any percentage or rate specified in legislation) is also a reference to any corresponding later legislation. Each party must do whatever is necessary after completion to carry out the party's obligations under this contract. Neither taking possession nor serving a transfer of itself implies acceptance of the property or the title. The details and information provided in this contract (for example, on pages 1 - 3) are, to the extent of each party's knowledge, true, and are part of this contract. Where this contract provides for choices, a choice in BLOCK CAPITALS applies unless a different choice is marked.

Strata or community title ● Definitions and modifications This clause applies only if the land (or part of it) is a lot in a strata, neighbourhood, precinct or community scheme (or on completion is to be a lot in a scheme of that kind). In this contract – 23.2.1 'change', in relation to a scheme, means – ● a registered or registrable change from by-laws set out in this contract; ● a change from a development or management contract or statement set out in this contract; or ● a change in the boundaries of common property; 23.2.2 'common property' includes association property for the scheme or any higher scheme; 23.2.3 'contribution' includes an amount payable under a by-law; 23.2.4 ‘information certificate’ includes a certificate under s184 Strata Schemes Management Act 2015 and s26 Community Land Management Act 1989; 23.2.5 ‘information notice’ includes a strata information notice under s22 Strata Schemes Management Act 2015 and a notice under s47 Community Land Management Act 1989;

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

14 Land – 2019 edition ‘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; 23.2.7 ‘owners corporation' means the owners corporation or the association for the scheme or any higher scheme; 23.2.8 ‘the property' includes any interest in common property for the scheme associated with the lot; and 23.2.9 ‘special expenses', in relation to an owners corporation, means its actual, contingent or expected expenses, except to the extent they are – ● normal expenses; ● due to fair wear and tear; ● disclosed in this contract; or ● covered by moneys held in the capital works fund. Clauses 11, 14.8 and 18.4 do not apply to an obligation of the owners corporation, or to property insurable by it. Clauses 14.4.2 and 14.5 apply but on a unit entitlement basis instead of an area basis. ● Adjustments and liability for expenses The parties must adjust under clause 14.1 – 23.5.1 a regular periodic contribution; 23.5.2 a contribution which is not a regular periodic contribution but is disclosed in this contract; and 23.5.3 on a unit entitlement basis, any amount paid by the vendor for a normal expense of the owners corporation to the extent the owners corporation has not paid the amount to the vendor. If a contribution is not a regular periodic contribution and is not disclosed in this contract – 23.6.1 the vendor is liable for it if it was determined on or before the contract date, even if it is payable by instalments; and 23.6.2 the purchaser is liable for all contributions determined after the contract date. The vendor must pay or allow to the purchaser on completion the amount of any unpaid contributions for which the vendor is liable under clause 23.6.1. Normally, the purchaser cannot make a claim or requisition or rescind or terminate in respect of – 23.8.1 an existing or future actual, contingent or expected expense of the owners corporation; 23.8.2 a proportional unit entitlement of the lot or a relevant lot or former lot, apart from a claim under clause 6; or 23.8.3 a past or future change in the scheme or a higher scheme. However, the purchaser can rescind if – 23.9.1 the special expenses of the owners corporation at the later of the contract date and the creation of the owners corporation when calculated on a unit entitlement basis (and, if more than one lot or a higher scheme is involved, added together), less any contribution paid by the vendor, are more than 1% of the price; 23.9.2 in the case of the lot or a relevant lot or former lot in a higher scheme, 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; 23.9.3 a change before the contract date or before completion in the scheme or a higher scheme materially prejudices the purchaser and is not disclosed in this contract; or 23.9.4 a resolution is passed by the owners corporation before the contract date or before completion to give to the owners in the scheme for their consideration a strata renewal plan that has not lapsed at the contract date and there is not attached to this contract a strata renewal proposal or the strata renewal plan. ● Notices, certificates and inspections The purchaser must give the vendor 2 copies of an information notice 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 an information certificate issued after the contract date 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. 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 certificate. 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. ● Meetings of the owners corporation If a general meeting of the owners corporation is convened before completion – 23.17.1 if the vendor receives notice of it, the vendor must immediately notify the purchaser of it; and 23.17.2 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 at the meeting.

23.7 23.8

23.10 23.11 23.12 23.13 23.14

23.15 23.16

23.17

NS W

ST AG

64 A

23.9

23.6

23.5

23.4

23.3

23.2.6

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

15 Land – 2019 edition 24 24.1

24.2

25.2 25.3 25.4

25.5

25.6

25.7

Qualified title, 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 title; or 25.1.2 on completion is to be under one of those titles. The vendor must serve a proper abstract of title within 7 days after the contract date. If an abstract of title or part of an abstract of title is attached to this contract or has been lent by the vendor to the purchaser before the contract date, the abstract or part is served on the contract date. An abstract of title can be or include a list of documents, events and facts arranged (apart from a will or codicil) in date order, if the list in respect of each document – 25.4.1 shows its date, general nature, names of parties and any registration number; and 25.4.2 has attached a legible photocopy of it or of an official or registration copy of it. An abstract of title – 25.5.1 must start with a good root of title (if the good root of title must be at least 30 years old, this means 30 years old at the contract date); 25.5.2 in the case of a leasehold interest, must include an abstract of the lease and any higher lease; 25.5.3 normally, need not include a Crown grant; and 25.5.4 need not include anything evidenced by the Register kept under the Real Property Act 1900. In the case of land under old system title – 25.6.1 in this contract 'transfer' means conveyance; 25.6.2 the purchaser does not have to serve the form of transfer until after the vendor has served a proper abstract of title; and 25.6.3 each vendor must give proper covenants for title as regards that vendor's interest. In the case of land under limited title but not under qualified title –

ST AG

25 25.1

64 A

24.4

NS W

24.3

Tenancies If a tenant has not made a payment for a period preceding or current at the adjustment date – 24.1.1 for the purposes of clause 14.2, the amount is to be treated as if it were paid; and 24.1.2 the purchaser assigns the debt to the vendor on completion and will if required give a further assignment at the vendor's expense. If a 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 to a tenancy on completion or is subject to a tenancy on completion – 24.3.1 the vendor authorises the purchaser to have any accounting records relating to the tenancy inspected and audited and to have any other document relating to the tenancy inspected; 24.3.2 the vendor must serve any information about the tenancy reasonably requested by the purchaser before or after completion; and 24.3.3 normally, the purchaser can claim compensation (before or after completion) if – ● a disclosure statement required by the Retail Leases Act 1994 was not given when required; ● such a statement contained information that was materially false or misleading; ● a provision of the lease is not enforceable because of a non-disclosure in such a statement; or ● the lease was entered into in contravention of the Retail Leases Act 1994. If the property is subject to a tenancy on completion – 24.4.1 the vendor must allow or transfer – ● any remaining bond money or any other security against the tenant's default (to the extent the security is transferable); ● any money in a fund established under the lease for a purpose and compensation for any money in the fund or interest earnt by the fund that has been applied for any other purpose; and ● any money paid by the tenant for a purpose that has not been applied for that purpose and compensation for any of the money that has been applied for any other purpose; 24.4.2 if the security is not transferable, each party must do everything reasonable to cause a replacement security to issue for the benefit of the purchaser and the vendor must hold the original security on trust for the benefit of the purchaser until the replacement security issues; 24.4.3 the vendor must give to the purchaser – ● a proper notice of the transfer (an attornment notice) addressed to the tenant; ● any certificate given under the Retail Leases Act 1994 in relation to the tenancy; ● a copy of any disclosure statement given under the Retail Leases Act 1994; ● a copy of any document served on the tenant under the lease and written details of its service, if the document concerns the rights of the landlord or the tenant after completion; and ● any document served by the tenant under the lease and written details 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 it is to be complied with by completion; and 24.4.5 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.

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

16 Land – 2019 edition normally, the abstract of title need not include any document which does not show the location, area or dimensions of the land (for example, by including a metes and bounds 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 of title; and 25.7.3 the vendor does not have to provide an abstract if this contract contains a delimitation plan (whether in registrable form or not). The vendor must give a proper covenant to produce where relevant. The vendor does not have to produce or covenant to produce a document that is not in the possession of the vendor or a mortgagee. If the vendor is unable to produce an original document in the chain of title, the purchaser will accept a photocopy from the Registrar-General of the registration copy of that document. 25.7.1

25.8 25.9 25.10

Crown purchase money This clause applies only if purchase money is payable to the Crown, whether or not due for payment. The vendor is liable for the money, except to the extent this contract says the purchaser is liable for it. To the extent the vendor is liable for it, the vendor is liable for any interest until completion. To the extent the purchaser is liable for it, the parties must adjust any interest under clause 14.1.

27 27.1

Consent to transfer This clause applies only if the land (or part of it) cannot be transferred without consent under legislation or a planning agreement. The purchaser must properly complete and then serve the purchaser's part of an application for consent to transfer of the land (or part of it) within 7 days after the contract date. The vendor must apply for consent within 7 days after service of the purchaser's part. If consent is refused, either party can rescind. If consent is given subject to one or more conditions that will substantially disadvantage a party, then that party can rescind within 7 days after receipt by or service upon the party of written notice of the conditions. If consent is not given or refused – 27.6.1 within 42 days after the purchaser serves the purchaser's part of the application, the purchaser can rescind; or 27.6.2 within 30 days after the application is made, either party can rescind. Each period in clause 27.6 becomes 90 days if the land (or part of it) is – 27.7.1 under a planning agreement; or 27.7.2 in the Western Division. If the land (or part of it) is 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.

27.9 28 28.1 28.2

28.3

28.4 28.5 28.6 29 29.1 29.2 29.3 29.4 29.5 29.6

29.7

NS W

27.8

27.7

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. If the plan is not registered within that time and in that manner – 28.3.1 the purchaser can rescind; and 28.3.2 the vendor can rescind, but only if 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. Clauses 28.2 and 28.3 apply to another plan that is to be registered before the plan is registered.

64 A

27.6

27.3 27.4 27.5

ST AG

27.2

26 26.1 26.2 26.3 26.4

Conditional contract This clause applies only if a provision says this contract or completion is conditional on an event. If the time for the event to happen is not stated, the time is 42 days after the contract date. If this contract says the provision is for the benefit of a 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. A party can rescind under this clause only if the party 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 notice of the condition. If the parties can lawfully complete without the event happening – 29.7.1 if the event does not happen within the time for it to happen, a party who has the benefit of the provision can rescind within 7 days after the end of that time; 29.7.2 if the event involves an approval and an application for the approval is refused, a party who has the benefit of the provision can rescind within 7 days after either party serves notice of the refusal; and

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

17 Land – 2019 edition the date for completion becomes the later of the date for completion and 21 days after the earliest of – ● either party serving notice of the event happening; ● every party who has the benefit of the provision serving notice waiving the provision; or ● the end of the time for the event to happen. If the parties cannot lawfully complete without the event happening – 29.8.1 if the event does not happen within the time for it to happen, either party can rescind; 29.8.2 if the event involves an approval and an application for the approval is refused, either party can rescind; 29.8.3 the date for completion becomes the later of the date for completion and 21 days after either party serves notice of the event happening. A party cannot rescind under clauses 29.7 or 29.8 after the event happens.

30 30.1

30.2

30.5

30.6

30.7

ST AG

64 A

30.4

30.3

Electronic transaction This Conveyancing Transaction is to be conducted as an electronic transaction if – 30.1.1 this contract says that it is an electronic transaction; 30.1.2 the parties otherwise agree that it is to be conducted as an electronic transaction; or 30.1.3 the conveyancing rules require it to be conducted as an electronic transaction. However, this Conveyancing Transaction is not to be conducted as an electronic transaction – 30.2.1 if the land is not electronically tradeable or the transfer is not eligible to be lodged electronically; or 30.2.2 if, at any time after the effective date, but at least 14 days before the date for completion, a party serves a notice stating a valid reason why it cannot be conducted as an electronic transaction. If, because of clause 30.2.2, this Conveyancing Transaction is not to be conducted as an electronic transaction – 30.3.1 each party must – ● bear equally any disbursements or fees; and ● otherwise bear that party’s own costs; incurred because this Conveyancing Transaction was to be conducted as an electronic transaction; and 30.3.2 if a 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 – 30.4.1 to the extent that any other provision of this contract is inconsistent with this clause, the provisions of this clause prevail; 30.4.2 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; and ● using the nominated ELN, unless the parties otherwise agree; 30.4.4 a party must pay the fees and charges payable by that party to the ELNO and the Land Registry as a result of this transaction being an electronic transaction; 30.4.5 any communication from one party to another party in the Electronic Workspace made – ● after the effective date; and ● before the receipt of a notice given under clause 30.2.2; is taken to have been received by that party at the time determined by s13A of the Electronic Transactions Act 2000; and 30.4.6 a document which is an electronic document is served as soon as it is first Digitally Signed in the Electronic Workspace on behalf of the party required to serve it. Normally, the vendor must within 7 days of the effective date – 30.5.1 create an Electronic Workspace; 30.5.2 populate the Electronic Workspace with title data, the date for completion and, if applicable, mortgagee details; and 30.5.3 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. If the purchaser creates the Electronic Workspace the purchaser must – 30.6.1 populate the Electronic Workspace with title data; 30.6.2 create and populate an electronic transfer; 30.6.3 populate the Electronic Workspace with the date for completion and a nominated completion time; and 30.6.4 invite the vendor and any incoming mortgagee to join the Electronic Workspace. Normally, within 7 days of receiving an invitation from the vendor to join the Electronic Workspace, the purchaser must – 30.7.1 join the Electronic Workspace; 30.7.2 create and populate an electronic transfer; 30.7.3 invite any incoming mortgagee to join the Electronic Workspace; and 30.7.4 populate the Electronic Workspace with a nominated completion time.

29.9

NS W

29.8

29.7.3

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

30.12

30.16

64 A

30.15

ST AG

30.14

30.13

NS W

30.11

30.10

30.9

Land – 2019 edition If the purchaser has created the Electronic Workspace the vendor must within 7 days of being invited to the Electronic Workspace – 30.8.1 join the Electronic Workspace; 30.8.2 populate the Electronic Workspace with mortgagee details, if applicable; and 30.8.3 invite any discharging mortgagee to join the Electronic Workspace. To complete the financial settlement schedule in the Electronic Workspace – 30.9.1 the purchaser must provide the vendor with adjustment figures at least 2 business days before the date for completion; 30.9.2 the vendor must confirm the adjustment figures at least 1 business day before the date for completion; and 30.9.3 if the purchaser must make a GSTRW payment or an FRCGW remittance, the purchaser must populate the Electronic Workspace with the payment details for the GSTRW payment or FRCGW remittance payable to the Deputy Commissioner of Taxation at least 2 business days before the date for completion. Before completion, the parties must ensure that – 30.10.1 all electronic documents which a party must Digitally Sign to complete the electronic transaction are populated and Digitally Signed; 30.10.2 all certifications required by the ECNL are properly given; and 30.10.3 they do everything else in the Electronic Workspace which that party must do to enable the electronic transaction to proceed to completion. If completion takes place in the Electronic Workspace – 30.11.1 payment electronically on completion of the price in accordance with clause 16.7 is taken to be payment by a single settlement cheque; 30.11.2 the completion address in clause 16.11 is the Electronic Workspace; and 30.11.3 clauses 13.13.2 to 13.13.4, 16.8, 16.12, 16.13 and 31.2.2 to 31.2.4 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 parties, a failure to complete this contract for that reason is not a default under this contract on the part of either party. If the computer systems of the Land Registry are inoperative for any reason at the completion time agreed by the parties, and the parties choose that financial settlement is to occur despite this, then on financial settlement occurring – 30.13.1 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 title; and 30.13.2 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 title but if there is no Prescribed Requirement, the vendor must serve the certificate of title after completion. If the 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 – 30.15.1 holds them on completion in escrow for the benefit of; and 30.15.2 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 – adjustment figures details of the adjustments to be made to the price under clause 14; certificate of title the paper duplicate of the folio of the register for the land which exists immediately prior to completion and, if more than one, refers to each such paper duplicate; completion time the time of day on the date for completion when the electronic transaction is to be settled; conveyancing rules the rules made under s12E of the Real Property Act 1900; discharging mortgagee any discharging mortgagee, chargee, covenant chargee or caveator whose provision of a Digitally Signed discharge of mortgage, discharge of charge or withdrawal of caveat is required in order for unencumbered title to the property to be transferred to the purchaser; ECNL the Electronic Conveyancing National Law (NSW); effective date the date on which the Conveyancing Transaction is agreed to be an electronic transaction under clause 30.1.2 or, if clauses 30.1.1 or 30.1.3 apply, the contract date; electronic document a dealing as defined in the Real Property Act 1900 which may be created and Digitally Signed in an Electronic Workspace; electronic transfer a transfer of land under the Real Property Act 1900 for the property to be prepared and Digitally Signed in the Electronic Workspace established for the purposes of the parties’ Conveyancing Transaction;

30.8

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

19 electronic transaction

electronically tradeable incoming mortgagee mortgagee details

32.2 32.3

Residential off the plan contract This clause applies if this contract is an off the plan contract within the meaning of Division 10 of Part 4 of the Conveyancing Act 1919 (the Division). No provision of this contract has the effect of excluding, modifying or restricting the operation of the Division. If the purchaser makes a claim for compensation under the terms prescribed by clause 6A of the Conveyancing (Sale of Land) Regulation 2017 – 32.3.1 the purchaser cannot make a claim under this contract about the same subject matter, including a claim under clauses 6 or 7; and 32.3.2 the claim for compensation is not a claim under this contract. This clause does not apply to a contract made before the commencement of the amendments to the Division under the Conveyancing Legislation Amendment Act 2018.

ST AG

32.4

32 32.1

31.5

64 A

31.3 31.4

31.2

Foreign Resident Capital Gains Withholding This clause applies only if – 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 in respect of every vendor is not attached to this contract. The purchaser must – 31.2.1 at least 5 days before the date for completion, serve evidence of submission of a purchaser payment notification to the Australian Taxation Office by the purchaser or, if a direction under clause 4.3 has been served, by the transferee named in the transfer served with that direction; 31.2.2 produce on completion a settlement cheque for the FRCGW remittance payable to the Deputy Commissioner of Taxation; 31.2.3 forward the settlement cheque to the payee immediately after completion; and 31.2.4 serve evidence of receipt of payment of the FRCGW remittance. 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 in respect of every vendor either a clearance certificate or a variation to 0.00 percent, clauses 31.2 and 31.3 do not apply.

NS W

31 31.1

participation rules populate title data

Land – 2019 edition a Conveyancing Transaction to be conducted for the parties by their legal representatives as Subscribers using an ELN and in accordance with the ECNL and the participation rules; a land title that is Electronically Tradeable as that term is defined in the conveyancing rules; any mortgagee who is to provide finance to the purchaser on the security of the property and to enable the purchaser to pay the whole or part of the price; the details which a party to the electronic transaction must provide about any discharging mortgagee of the property as at completion; the participation rules as determined by the ECNL; to complete data fields in the Electronic Workspace; and the details of the title to the property made available to the Electronic Workspace by the Land Registry.

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

Certificate Section 66W Conveyancing Act, 1919 Definitions Name of Vendor:

Shellharbour City Council

"the Vendor"

Address of Property:

CN____ The Promontory Drive, Shell Cove

"the Property"

Name of Purchaser(s) or Officer of the Company where the Purchaser is a Corporation

"the Purchaser"

I, of certify as follows 1.

I am a Solicitor/Barrister currently admitted to practice in New South Wales.

I am giving this Certificate in accordance with Section 66W of the Conveyancing Act, 1919 with reference to the Contract for Sale of the Property from the Vendor to the Purchaser in order that there is no cooling off period in relation to that Contract.

I do not act for the Vendor and am not employed in the legal practice of a Solicitor acting for the Vendor nor am I a member or employee of a firm of which the Solicitor acting for the Vendor is a member or employee.

I have explained to the Purchaser: (a)

the effect of the Contract for Sale of the Property;

(b)

the nature of this Certificate;

(c)

that the effect of giving this Certificate to the Vendor means there is no cooling off period in relation to the Contract for Sale.

Dated: ……………………………………. Signature of Solicitor/Barrister

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SIGNATURE SCHEDULE Vendor

Purchaser (Individual)

Signed on behalf of Shellharbour City Council

____________________________________ Purchaser ____________________________________ Purchaser

_________________________________________ Chief Executive Officer

____________________________________ Witness Purchaser (Attorney)

in the presence of:

_________________________________________ Witness

Signed by the Purchaser’s Attorney under power of attorney dated In the presence of: ____________________________________ Attorney ____________________________________ Name of Attorney (print) ____________________________________ Witness Purchaser (Company) Signed by the Purchaser in accordance with s127(1) of the Corporations Act by ____________________________________ Secretary/Director ____________________________________ Director Guarantor (Company) Signed by the guarantor in the presence of: ____________________________________ Guarantor ____________________________________ Guarantor ____________________________________ Witness

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Contents 33

Definitions, interpretation and general

Variations to the printed clauses of this contract

Completion subject to conditions

Completion

Disclosures

Development

Defects warranty

Changes to subdivision plan

Changes to documents

Notations on certificates of title

Acknowledgements and warranties by the purchaser

Capacity

Agent

Lodgement of caveat

Existing Encumbrances

Qualifying Expenditure and Depreciation

Water rates

Council rates

Deposit

Requisitions

GST

Guarantee

Deposit Bond

Privacy Act

Government Information (Public Access) Act 2009

Vendor’s marketing material

Home Building Act 1989

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Commercial Interests

Foreign investment approval

Trustee provisions

Transfer of property from vendor to New Vendor

Limitations on purchaser’s rights

Prohibited entities

Assignment by purchaser

Pre-settlement inspection

Appliance Warranties

Finance Approval and Presales

Foreign resident capital gains withholding payments

Forum of law

Electronic conveyancing

Definitions

Re Sale Obligations

Deed from Transferee

Indemnity

Costs

General

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SCHEDULE 1

Sunset date:

11 April 2024 (as may be extended under clause 35.4)

______________________________________________________________________

SCHEDULE 2 (clause 42) 1.

Those notations referred to on Certificate of Title Folio Identifier 1062/1253523.

Those easements, restrictions as to user, covenants, substation leases, by laws and other encumbrances contemplated by this contract.

______________________________________________________________________

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Additional Provisions 33

Definitions, interpretation and general

33.1

Definitions In this contract these terms (in any form) have the following meaning: authority means any government, semi-government, statutory, public or other authority having any jurisdiction over the development site or any part of Shell Cove. consent authority means the relevant authority, Council or court having authority or jurisdiction over the development site or the property or both. construction amendment includes: (a)

relocation of columns or other structural items;

(b)

changes to floor area or ceiling height;

(c)

changes due to requirements of the vendor to enable the proper construction of the house;

(d)

changes to the exterior of any part of the house, including landscaping;

(e)

changes to the internal layout of the house;

(f)

changes to enable the provision of services to the property; and

(g)

changes required in order to comply with the requirements of any authority or as required by legislation,

or any one or more of them. Conveyancing Act the Conveyancing Act 1919 (NSW). Conveyancing Regulation the Conveyancing (Sale of Land) Regulation 2017 (NSW). Corporations Act means the Corporations Act 2001 (Cth). Council means Shellharbour City Council or its successor. date for completion is, if at the contract date: (a)

(b)

the subdivision plan has not been registered, the later of: (i)

15 business days after the vendor serves notice of registration of the subdivision plan and a copy of the registered subdivision plan and any other document that was registered with that plan;

(ii)

10 business days after the date the vendor serves a copy of an occupation certificate; and

(iii)

20 business days after the contract date; and

the subdivision plan has been registered, the later of: (i)

10 business days after the date the vendor serves a copy of an occupation certificate; and

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(ii)

20 business days after the contract date.

defects means any defects or faults in the property due to faulty materials or workmanship as set out in the NSW Guide to Standards and Tolerances 2017 issued by the NSW Department of Fair Trading (Guide) but excluding normal maintenance, normal wear and tear, minor shrinkage and minor settlement cracks, variations in shade, colour, textures, markings or finish attributable to the type of material, anything not considered a defect in the Guide, and any defect caused by the purchaser or any person claiming through the purchaser. defects notice means a written notice identifying any defects in the property the purchaser wishes to be rectified. defects period means the period commencing on the date of completion and ending on the date 3 months after the date of completion. development activities means any work intended to be carried out by the vendor to complete any development in the development site or Shell Cove including: (a)

the subdivision and consolidation of the land forming part of the development site or Shell Cove

(b)

any works associated with creating or moving ingress and egress points for Shell Cove or buildings within Shell Cove, including changing the location of minor roads;

(a)

placing on the development site or Shell Cove generally anything in connection with construction and development works including temporary structures, signs, building materials, fences, cranes and other equipment;

(b)

any form of demolition work, building work and work ancillary to or associated with building work or installation of infrastructure including services in the development site;

(c)

any form of landscaping work or work ancillary to or associated with landscaping work on the development site; and

(d)

any form of work, which is considered necessary or desirable by the vendor.

development application has the meaning set out in clause 69. development consent Council.

means DA0478/2019 issued by Shellharbour City

development site means Lot 6400 in the preliminary plan. disclosure statement has the same meaning as in Division 10 and is the document titled “Disclosure Statement – Off the Plan Contracts” attached to this contract as required by section 66ZM of the Conveyancing Act. display suite any lot or area used by the vendor or any other person authorised by the vendor as a display suite from time to time at the vendor’s absolute discretion. Division 10 the Division 10 of Part 4 of the Conveyancing Act.

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Expert means a person nominated by the Resolution Institute at the request of either the vendor or the purchaser. form of requisitions the residential property requisitions (copy attached). finance approval has the meaning set out in clause 69. frame to frame a method of measurement where the dimensions of the house forming part of the property are calculated between the outside face of any enclosing walls, balustrades and supports. house the house to be constructed on the property substantially in accordance with the development consent and this contract. Frasers Property Australia means Frasers Property AHL Limited (ACN 008 443 696) and its related bodies corporate (as applicable). Independent Certifier means a certifier appointed by the vendor to perform the functions set out in clause 35.4; interest rate means 10% per annum. layout plan means the internal layout plan for the property (copy attached) with or without changes permitted under this contract. major defect means a defect which because of its nature requires urgent attention, is dangerous or makes the property uninhabitable. material particular has the meaning given to that term in Division 10 and clause 19A of the Conveyancing Regulation. New Vendor means a related body corporate of the vendor and any other entity who may acquire an interest in the development site. occupation certificate an occupation certificate (as defined in Part 6 of the Environmental Planning and Assessment Act 1979) issued by a certifying authority for the commencement of occupation of the property (which, if the relevant development consent was obtained prior to 1 December 2019 may include an interim or final occupation certificate). personal information means all personal information as defined in the Privacy Act 1988 (Cth) relating to the purchaser including all personal information set out in this contract and otherwise collected by the vendor or Frasers Property Australia whether before or after the contract date. preliminary plans the plans of subdivision (if any) required to be registered before the subdivision plan is registered. pre-sales has the meaning set out in clause 69. printed clauses means clauses 1 to 32 of the Contract for the Sale and Purchase of Land – 2019 Edition published by the Law Society of NSW and Real Estate Institute of NSW. privacy statement means the statement (copy attached) containing matters about the vendor’s information-handling practices as required by the Privacy Act 1988 (Cth). prohibited entity means any person or entity which:

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(a)

is a terrorist organisation as defined in Part 5.3 of the Criminal Code Act 1995; or

(b)

is listed by the Minister for Foreign Affairs in the Government Gazette pursuant to Part 4 of the Charter of the United Nations Act 1945 which list as at the contract date is available from the website of the Australian Department of Foreign Affairs and Trade or another person or entity on any other list of terrorist or terrorist organisations maintained pursuant to the rules and regulations of the Australian Department of Foreign Affairs and Trade or pursuant to any other legislation and which is available in the public domain.

purchaser rights the right of the purchaser to rescind under Division 10 or make a claim for compensation under clause 6B of the Conveyancing Regulation. re-sale agreement means the property re-sale agreement (copy attached). registration means registration by the Registrar General. related body corporate has the meaning given to that term in the Corporations Act. relevant date is, if at the contract date the subdivision plan: (a)

has not been registered, the date for completion; or

(b)

has been registered, the contract date.

schedule of finishes is the document titled ‘Schedule of Finishes’ attached to this contract as required by section 66ZM of the Conveyancing Act and clause 4A(3) of the Conveyancing Regulations (copy attached) with or without changes permitted under this contract. selling and leasing activities comprises any activity connected with or relating to the marketing, selling or leasing of any part of the development site and includes: (a)

(b)

the placement and maintenance on the development site (but not the property sold pursuant to this contract) of: (i)

signs, advertisements, boards, writing, illuminations, banners and insignia; and

plates,

signals,

(ii)

stalls or associated facilities for the use of salespersons;

(iii)

any event or function held on the development site (but not the property sold under to this contract), and

the operation of a sales office, display suite or both,

in connection with the selling and leasing of parts of the development site. services means water, sewer, electricity, gas, telephone, pay-tv, communication services and the like available for connection to the property. Shell Cove means the proposed development to be constructed on surrounding land owned by the Vendor.

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subdivision plan the plan of subdivision creating lots 6410 to 6415 (copy attached to the disclosure statement) to be registered with or without any changes permitted under this contract. subdivision plan instrument the section 88B instrument (copy attached) to be registered with the subdivision plan (if required) with or without changes permitted under this contract. sunset date means the date specified in Schedule 1 as may be extended in accordance with this contract. variation schedule means the schedule prepared by the vendor detailing variations to the property and the cost of the variations.

33.2

Interpretation In this contract unless the contrary intention appears a reference to:

33.3

(a)

the singular includes the plural and vice versa;

(b)

any gender includes all other genders;

(c)

a person includes a corporation, partnership, joint venture, association, authority or trust;

(d)

a reference to a statute, regulation, proclamation, ordinance or local laws includes all statutes, regulations, proclamations, ordinances or local laws amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and local laws issued under that statute; and

(e)

a person includes the person’s executors, administrators, successors and substitutes (including, persons taking by novation and assigns).

Disclosure Statement The purchaser acknowledges that the disclosure statement was attached to this contract before this contract was signed by or on behalf of the purchaser.

33.4

General (a)

If the whole or any part of a provision of this contract is invalid or unenforceable, the validity or enforceability of the remaining clauses is not affected.

(b)

If there is a conflict between these additional provisions and the printed clauses of this contract, these additional provisions prevail.

(c)

Headings are inserted for convenience of reference only and must be ignored in the interpretation of this contract.

(d)

The word “includes” in any form is not a word of limitation.

(e)

Rights under this contract which can apply after completion continue to apply after completion.

(f)

The vendor does not promise, represent or state that any documents attached to this contract are accurate or current.

(g)

For the purpose of clause 20.6.5:

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(i)

a document is taken to have been received on the date shown or recorded on the sending party’s fax transmission report; and

(ii)

clause 33.4(g)(i) does not apply if the sending party’s fax transmission report indicates a faulty or incomplete transmission.

Variations to the printed clauses of this contract

34.1

Amendments to the printed clauses The printed clauses are amended by: (a)

deleting the definition of “depositholder” in clause 1 and replacing that definition with the following: “depositholder:

(b)

vendor’s solicitor”

deleting the definition of “deposit-bond” in clause 1 and replacing that definition with the following: “deposit bond:

a deposit bond or guarantee in a form acceptable to the vendor (acting reasonably) from an issuer with a current S&P rating of A- or above and an office maintained in Australia, specified in the schedule of providers with an expiry date no earlier than 15 months after the sunset date and for an amount approved by the vendor”.

(c)

substituting “The deposit is to be invested and that” in place of “If a party tells the depositholder that the deposit is to be invested” in clause 2.9;

(d)

inserting after the word "call" in clause 2.9 the words "or on a term deposit or deposits maturing on or before completion as selected by the vendor";

(e)

substituting the words “parties equally” in clause 2.9 with “purchaser”;

(f)

inserting the following paragraph at the end of clause 2.9: “The parties release the depositholder from any claim concerning the investment of the deposit under this clause.”

(g)

deleting clause 3;

(h)

substituting “no later than 5 business days after the date the vendor serves notice of registration of the subdivision plan” in place of “at least 14 days before the date for completion” in clause 4.1;

(i)

inserting the words “if the certificate of title is an eCT,” at the beginning of clause 4.1.2

(j)

deleting clause 4.3;

(k)

substituting “7 days” in place of “21 days” in clause 5.2.2;

(l)

substituting “2%” in place of “5%” in clause 7.1.1;

(m)

substituting “7 days” in place of “14 days” in clause 7.1.3;

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(n)

substituting “2%” in place of “10%” in clause 7.2.1;

(o)

substituting “7 days” in place of “14 days” in clause 8.1.3;

(p)

deleting clause 12.3;

(q)

deleting clause 13;

(r)

deleting clause 14.4;

(s)

deleting clause 14.7;

(t)

adding after the word “serves”, the words “at least 7 days before the date for completion” in clause 16.6;

(u)

clause 20.4 is amended by inserting the words “or guarantor” after the word “party”;

(v)

deleting the word “email” in clause 20.6.5;

(w)

deleting clauses 23 to 29 (inclusive);

(x)

deleting clause 30 and any references to it; and

(y)

deleting clause 31 and any references to it including; (i)

the related definitions of clearance certificate, remittance amount, TA Act and variation in clause 1; and

(ii)

the second bullet point in clause 16.7.1.

Completion subject to conditions

35.1

Completion conditional Completion of this contract is conditional on:

35.2

(a)

achieving Presales in accordance with clause 69;

(b)

registration of the subdivision plan; and

(c)

registration of the subdivision plan instrument (but only if required by the vendor).

Registration of documents The vendor must use all reasonable endeavours to satisfy clauses 35.1(b) and 35.1(c) by the sunset date

35.3

Late registration of documents If clauses 35.1(b) and 35.1(c) have not been satisfied by the sunset date then: (a)

subject to complying with the provisions of section 66ZS of the Conveyancing Act 1919 (NSW), the vendor can rescind at any time after the sunset date but before completion by serving notice; and

(b)

the purchaser can rescind within 14 days from the sunset date and this time is essential.

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35.4

Extending sunset date (a)

(b)

The vendor may extend the sunset date by each day that the building works in connection with, or the manufacture or supply of materials for, the property is affected by: (i)

inclement weather or conditions resulting from inclement weather;

(ii)

any civil commotion, strikes or lock-outs (industrial conditions);

(iii)

any delays by an authority in giving an approval or registration of any plans or documents contemplated under this contract including the subdivision plan;

(iv)

any delay arising from an extension of time under the construction contract;

(v)

any delay arising from construction and procurement of materials; or

(vi)

any matter or thing beyond the vendor’s control.

An Independent Certifier must be appointed by the vendor for the purposes of determining the vendor's entitlement to extensions of time under clause 35.4(a) and the Independent Certifier: (i)

is the sole determiner of the vendor’s entitlement to extensions of time under clause 35.4(a);

(ii)

must act independently and not as an agent of the vendor;

(iii)

must prepare a certificate certifying the extension of time; and

(iv)

acts as an expert and not an arbitrator.

(c)

There must be no conflict of interest and no commercial or financial connection between the vendor and the independent certifier (other than the payment by the vendor of the Independent Certifier’s fee).

(d)

The certificate by the Independent Certifier appointed under clause 35.4(b) in connection with the extensions of time under clause 35.4(a):

(e)

(i)

extends the sunset date to the date specified in the certificate;

(ii)

must set out the reasons for the extension;

(iii)

must be served by the vendor on the purchaser; and

(iv)

is final, conclusive and binding on the parties.

The vendor may extend the sunset date a maximum of twice for a period (or periods) not exceeding 12 months in total.

Completion

36.1

Completion This contract must complete on the date for completion.

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36.2

Notice to complete (a)

36.3

For the purpose of clause 15: (i)

the day being not less than 10 business days after the date of service of a notice to complete is a reasonable period to allow for completion; and

(ii)

without affecting any other right, a party who has issued a notice to complete under this contract can, at any time before the expiration of the notice, revoke the notice by serving a notice of revocation.

(b)

If the vendor issues a notice to complete, the purchaser must pay on demand an amount of $350.00 (plus GST) for the legal costs incurred by the vendor in issuing the notice to complete. The purchaser must pay the $350.00 (plus GST) to the vendor’s solicitor by a settlement cheque at completion. This is an essential term of this contract and an amount of $350.00 (plus GST) must be paid on and as a condition of completion.

(c)

The vendor is entitled to serve a notice to complete on the purchaser despite the existence of a charge on the property in respect of any rates and taxes at the time the notice is served or at any time after.

Interest if completion does not take place (a)

(b)

If completion does not take place in accordance with clause 15: (i)

the purchaser must pay interest on the unpaid balance of the price at the interest rate per annum calculated daily from and including the date for completion to but excluding the actual day of completion;

(ii)

it is an essential provision of this contract that the interest must be paid on and as a condition of completion;

(iii)

interest payable under this clause is a genuine pre-estimate of the vendor’s loss as a result of the purchaser’s failure to complete in accordance with this contract;

(iv)

the right to interest does not limit any other rights the vendor may have as a result of the purchaser’s failure to complete in accordance with this contract; and

(v)

the vendor can by serving a notice at any time before completion elect to fix the date for completion as the adjustment date.

The purchaser need not pay interest under this clause 36.3 for any period during which completion has been delayed by the vendor.

Disclosures

37.1

Development (a)

The vendor proposes to develop land owned by the vendor in and adjoining Shell Cove. The proposed developments include: (i)

a boat harbour;

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(b)

37.2

(ii)

town centre;

(iii)

commercial and residential buildings;

(iv)

further land subdivisions;

(v)

multi-level apartment buildings; and

(vi)

a basement carpark fronting the southern side of Cormorant Way.

This clause 37.1 shall not merge on completion.

Shell Cove The vendor discloses and the purchaser acknowledges that: (a)

the timing of commencement and completion of the subdivision and development of, and uses within Shell Cove (and any precinct or stage of it) will be determined by the vendor in its sole discretion;

(b)

the vendor will be permitted to carry out development activities within and around the development site and Shell Cove and those development activities will not have been completed by the date for completion; and

(c)

as a result of the development activities, there may be noise, dust, vibration and disturbance to the occupiers of the property within the lawful requirements of any relevant authority or Council and during any hours permitted by any relevant authority or Council during the course of development of Shell Cove;

(d)

the proposed developments may include the redevelopment of a golf course with clubhouse currently situated on land owned by the vendor at Shell Cove, along with adjoining land;

(e)

the proposed developments may involve multi-storey buildings and mixed uses including (but not limited to) hotels, residential apartments, commercial uses, community centres, carparks and a district retail centre;

(f)

the vendor cannot and does not warrant that the proposed developments will proceed;

(g)

Harbour Boulevard will be the single access route between Bass Point Tourist Reserve, any future commercial precinct and Bass Point Quarry Management Offices;

(h)

Boolwarroo Parade and Bass Point Tourist Road will be permanently severed to allow for the connection between the boat harbour and the ocean;

(i)

there will be: (i)

24 hour public access to the beach, car park and to a boat launching ramp and associated facilities;

(ii)

24 hour operation of water based commercial facilities and land based Marina Maintenance and Dry Boat storage facilities conducted as part of the boat harbour;

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37.3

(j)

there will be access for helicopters to land and take off from playing fields;

(k)

there may be a commercial precinct/ business park fronting Harbour Boulevard adjacent to the playing fields; and

(l)

there may be emissions, noise, vibrations and dust and other impacts caused by the operation of the nearby quarry and ongoing operation and associated activities of the marina maintenance and dry boat storage facility and boat ramp car park.

Preliminary plans The vendor discloses that the vendor:

37.4

(a)

intends to register the preliminary plans and any accompanying section 88B instruments (if required) before the subdivision plan;

(b)

may vary the preliminary plans and any accompanying section 88B instruments in its absolute discretion; and

(c)

the boundaries of the development site may not be final and may be subject to changes or alteration before completion of the development site.

Changes to area The vendor discloses that the vendor may make changes to the area of lots the subject of the subdivision plan, including a reduction in the area of the house forming part of the property up to 5% from that shown in the subdivision plan attached to the disclosure statement.

37.5

37.6

Use of roads (a)

Roads in and around the development site may be closed or gated and access restricted whilst the vendor undertakes development activities on and around the development site.

(b)

The vendor intends to dedicate roads within Shell Cove to Council in stages.

(c)

Use of the roads will be shared with construction traffic whilst the vendor undertakes development activities on and around the development site and Shell Cove generally.

(d)

The vendor may not complete the final seal of roads within Shell Cove until completion of Shell Cove.

Selling and leasing activities (a)

The vendor discloses that the vendor may erect, maintain and use land at Shell Cove as a housing display centre.

(b)

Until the vendor completes the sale and leasing of all lots in the development site, the vendor and persons authorised by the vendor are entitled to conduct selling and leasing activities on the development site.

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37.7

Further affectations (a)

37.8

Some or all of the easements, covenants, restrictive covenants, leases and instruments anticipated to be created: (i)

on registration of the preliminary plans or the subdivision plan may be created before or after the date of registration of either of those plans by another plan or dealing; and

(ii)

under this contract may be created by registration of a deposited plan or dealing.

(b)

The provisions of clauses 40 and 41 apply to that plan, deposited plan or dealing with all necessary changes.

(c)

The vendor discloses that easements, restrictions on use or positive covenants in addition to those created in the subdivision plan and subdivision plan instrument may be required by a consent authority over the property.

Electricity substation (a)

(b)

The vendor discloses that: (i)

the vendor may provide an electricity substation or kiosk servicing whole or a part of the development site; and

(ii)

the vendor may dedicate, transfer or lease any part of the development site for the provision of a substation or kiosk or both. The location of which is within the vendor’s absolute discretion subject to the requirements of the energy provider.

The rights of any energy provider in respect of an electricity substation on the development site may be granted by registering: (i)

an easement or easements benefiting any energy provider; or

(ii)

a lease or leases in favour of any energy provider,

on terms required by the energy provider.

37.9

Service providers and other agreements The vendor discloses that: (a)

services may be provided to the boundary of the property;

(b)

arrangements with service providers for the provision of services to the property may not have been concluded as at the contract date;

(c)

the vendor may be required to enter into arrangements with service providers including, but not limited to easements, restrictions on use, positive covenants, leases, bonds, guarantees or security deposits;

(d)

the vendor may (or may be required to) enter into arrangements with service providers which are not disclosed in this contract for the provision of services to the boundary of the property or assume obligations under agreements in relation to those arrangements.

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37.10

Special fee for service of rate levy The vendor discloses that the vendor may, subject to any requirements under the Local Government Act 1993, charge a fee for service and/or levy a special rate to recoup:

37.11

(a)

the full cost of maintaining water quality facilities; and

(b)

the additional cost of maintaining open space and streetscape facilities.

Fences The vendor discloses and the purchaser acknowledges:

37.12

37.13

(a)

in relation to any application made under the Dividing Fences Act 1991 (NSW), the purchaser cannot require the vendor to contribute to the cost of a dividing fence in relation to the property; and

(b)

the purchaser indemnifies the vendor against any contribution required to be made by the vendor to the cost of a dividing fence in relation to the property.

Sewer diagrams (a)

No diagram is available from Sydney Water indicating the location of the sewer in relation to the land.

(b)

Attached to this contract is a drawing showing the proposed position of sewer pipes. Notwithstanding that drawing may show different allotment numbers, the purchaser acknowledges he has satisfied himself as to the position of the sewer pipes and shall raise no requisition, objection or claim for compensation in relation to the position of any sewer pipe.

(c)

The vendor discloses that the drawing attached to this contract shows the approximate location of the proposed sewer pipes and the vendor may: (i)

vary the location of the sewer pipes as shown on the drawing attached to this contract; and

(ii)

install other sewer lines and infrastructure as part of the development activities.

Address of property The vendor discloses that:

37.14

(a)

the address of the property at completion may be different from the address of the property shown in this contract; and

(b)

the lot number may not be identical to the lot number for the property shown in this contract.

Smoke detectors The house will be fitted with smoke detectors as required under the relevant provisions of the Building Code of Australia existing at the time of issue of the construction certificate for the house.

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37.15

Acoustics The purchaser acknowledges that both before and after completion the vendor and any person authorised by the vendor in its absolute discretion are entitled to and will erect and maintain acoustic barriers along Bass Point quarry haul road as required and approved by the Authorities.

37.16

37.17

Development Control Plan (a)

The vendor discloses that the vendor may (in its sole discretion), subject to any requirements under the Environmental Planning and Assessment Act 1979, exhibit and adopt a new Shell Cove Development Control Plan.

(b)

The purchaser has read and is aware of the terms of the Killalea State Park Plan of Management Addendum dated December 2005 which permits a range of types of holiday accommodation and associated recreational and sporting facilities and retailing activities.

(c)

The purchaser will make no claim for compensation or requisition and will not delay completion as the result of any such activities constructed or intended within Killalea State Park.

Modifications to the development consent (a)

The purchaser acknowledges that the vendor may desire or the development may require the modification of the development consent (on one or more occasions) including but not limited to modifications under section 4.55 of the Environmental Planning and Assessment Act 1979.

(b)

The vendor is not required to: (i)

disclose to the purchaser; or

(ii)

obtain the approval of the purchaser in relation to,

any modification to the development consent.

37.18

Redundant easements The vendor may at the vendor’s absolute discretion elect to extinguish any easements, restriction on use or covenants shown on any certificate of title for any part of the development site in existence at the contract date which in the vendor’s opinion are redundant or become redundant prior to the registration of the subdivision plan.

37.19

No warranty as to Revenue NSW grant The vendor does not make any representations or warranties regarding the purchaser’s eligibility or otherwise to participant in schemes offered by Revenue NSW including the first home owner grant (new homes) scheme and the first home buyers assistance scheme.

37.20

Layout plans (a)

The vendor discloses and the purchaser acknowledges that:

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(i)

the layout plan was produced prior to completion of construction;

(ii)

changes may be made during construction on dimensions and areas as shown on the layout plan;

(iii)

fittings and specification are subject to change without notice;

(iv)

any furniture or chattels or non fixed items shown on the layout plan are indicative and by way of illustration only and these items are not included in the property;

(v)

the position of furniture and furnishings shown on the layout plan should not be taken to be indicative of final positions of power points, TV connections points and the like;

(vi)

all graphics shown on the layout plan including tile layout, balustrades and the like are indicative only;

(vii)

bulkheads for services are not depicted on the layout plan;

(viii) the layout plan is at an unspecified scale and where dimensions are shown (if any) are indicative only on a frame to frame basis;

(b)

37.21

(ix)

all area sizes (if shown) are approximate only and are subject to final survey; and

(x)

the vendor makes no representation or warranty regarding the use of rooms shown on the layout plan and the purchaser must make and rely and on its enquiries regarding the use of the rooms forming part of the property.

The vendor discloses that the vendor may change the layout plan: (i)

to correct any error;

(ii)

as a result of the requirement of any authority;

(iii)

as required by the development consent or other authority approval;

(iv)

arising from changes made during construction for any reason; or

(v)

any of the above.

(c)

Subject to clause 40, the purchaser cannot make a claim for compensation nor rescind or terminate with respect to a decrease in the area of the house forming part of the property as constructed from the area of the house shown on the layout plan.

(d)

Subject to the provisions of the contract, the purchaser cannot make any claim or requisition or rescind or terminate or claim for compensation because of any matter stated in this clause 0.

Landscaping If the purchaser has inspected models or drawings of landscaping in and about the public and private landscaping areas the vendor discloses that the landscaping drawing or model are indicative only. The landscaping areas are

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subject to final design and procurement and may therefore be different from that shown in the landscaping drawing and model.

37.22

Personal Property Securities Act, 2009 (Cwth) (PPSA) The vendor discloses that on completion the vendor may be subject to charge(s) or notifications under the PPSA. The purchaser cannot require the vendor to take any action in relation to any charge or notification.

37.23

Display suite The vendor discloses that:

37.24

37.25

(a)

the display suite is made available to the purchaser for inspection only;

(b)

the display suite is not an exact replica and is intended to provide the purchaser with a sense of the general look and feel of the property;

(c)

the finishes and colour boards and materials displayed or used in the display suite may not be the final finishes of the property; and

(d)

the finishing of the property will be generally as specified in the schedule of finishes subject to any such changes permitted to the schedule of finishes under this contract.

Existing Aspects & Views (a)

The vendor discloses that the aspects and views (if any) represented as being available from the building in the sales and marketing material, including the display suite, are representations of the existing aspects and views from the land (Existing Aspects & Views).

(b)

The development of land at Shell Cove may impact the Existing Aspect & Views. The purchaser should make and rely on the purchaser’s own enquiries as to the development of land at Shell Cove and any other proposal or development approval in the surrounding locality.

No claims etc (a)

Subject to the provisions of this contract, the purchaser cannot make any claim or requisition or rescind or terminate or delay completion because of any matter stated in this clause 37.

(b)

This clause 37 shall not merge on completion.

Development

38.1

Construction (a)

Subject to clause 38.2(a), before completion the vendor must procure: (i)

construction of the house;

(ii)

that the internal layout of the house is generally as that depicted in the layout plan, subject to the installation of bulkheads, lowered ceilings where required to accommodate services including air

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conditioning, risers and ducts within the property which are not shown on the layout plan;

38.2

(iii)

finishing of the property and the house generally as specified in the schedule of finishes; and

(iv)

installation in the property and the house of the items generally as specified in the schedule of finishes.

(b)

External finishes and surfaces are typically a composition of either brickwork, painted masonry that may include hebel or alternative light weight external composite finishes such as rendered and painted polystyrene or painted fibrous cement.

(c)

All works must be carried out in a proper and workmanlike manner.

(d)

A certificate from the vendor’s architect stating that the vendor has fulfilled its obligations under clause 38.1(a) is on the face of it evidence of that fact as between the vendor and the purchaser. The vendor is not under any obligation to serve a certificate and completion is not conditional upon the service of the certificate.

Alterations (a)

The vendor can without being required to serve notice (unless the vendor is required to serve a notice under Division 10, in which case the vendor must serve that notice): (i)

alter any manner of finish in the property and the house as specified to be finished in the schedule of finishes to a manner of finish of at least equivalent quality;

(ii)

alter any item to be installed in the property and the house including as specified in the schedule of finishes to another item of at least equivalent quality; and

(iii)

make construction amendments: (A)

to meet, or as a consequence of meeting, the requirements of any authority, including conditions contained in the development consent;

(B)

to substitute materials if those materials are no longer available or difficult to obtain, not fit for purpose or a more suitable material becomes available;

(C)

as required for the proper construction of the house; or

(D)

as desired by the vendor from time to time acting reasonably.

(b)

Subject to clause 38.2(c), the purchaser cannot make a claim or requisition or rescind or terminate in respect of any construction amendments made under clause 38.2(a)(iii).

(c)

If there are any construction amendments other than as set out in clauses 38.2(a)(iii)(A) and 38.2(a)(iii)(B) which substantially

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detrimentally affect the house forming part of the property and the vendor:

38.3

(i)

serves a notice under clause 38.3, the purchaser can rescind, but only (despite clause 19.1.1) within 10 days of service of that notice and this time is essential; or

(ii)

does not serve a notice under clause 38.3, the purchaser can rescind, but only (despite clause 19.1.1) within 10 days of the vendor serving a copy of the occupation certificate and this time is essential. The vendor must allow the purchaser reasonable access on one occasion to inspect the property within sufficient time for the purchaser to form a view.

Notice of Construction Amendments The vendor may at any time serve a notice advising of construction amendments other than as set out in clauses 38.2(a)(iii)(A) and 38.2(a)(iii)(B).

38.4

Construction variations (a)

(b)

38.5

If at the request of the purchaser, the vendor agrees to vary the manner of finishes in the property or the house or the items to be installed in the property or the house, the vendor and purchaser agree that this will be effected by: (i)

the purchaser signing and returning to the vendor a variation schedule; and

(ii)

the vendor countersigning the variation schedule and providing a copy to the purchaser.

If the events described in clause 38.4(a) occur, the vendor and purchaser agree that the contract will be varied in accordance with the variation schedule so that the: (i)

price will be increased or decreased according to the cost of the variations which the purchaser has selected in the variation schedule; and

(ii)

the schedule of finishes will be taken to have been amended.

(c)

If there is any disagreement between the vendor and the purchaser in relation to any variation to the schedule of finishes under this clause 38.4, either the vendor or the purchaser may, within 3 months after completion, refer the disagreement to an Expert, in which case clause 37.5 is to apply.

(d)

The purchaser may not delay completion in respect of any disagreement under this clause 38.4.

Disagreement (a)

If a disagreement under this contract is referred to an Expert under clause 38.4: (i)

the Expert acts as an expert and not as an arbitrator;

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(b)

38.6

(ii)

the Expert's decision is final and binds the parties; and

(iii)

the costs of the decision are to be paid by the party who requested that the disagreement be referred to an Expert.

If an Expert is unable or unwilling to make a decision, or does not make a decision within 14 days after the disagreement is referred to it, either the vendor or the purchaser may request the Resolution Institute to nominate another person to be the Expert.

Colour scheme (a)

The vendor must procure to finish the property in accordance with the colour scheme selected by the purchaser if shown in the colour scheme section on the front page of this contract.

(b)

If there is no colour scheme selected on the front page of this contract, the vendor will select a colour scheme for the property in its absolute discretion.

(c)

Despite anything else in this clause 38.6, if construction of the house has commenced as at the date of this contract, the vendor may choose the colour scheme in its absolute discretion.

(d)

Subject to the provisions of this contract, the purchaser cannot make any claim or requisition, or rescind or terminate nor delay completion of the contract by reason of the vendor’s selection.

Defects warranty (a)

Within the defects period, the purchaser may serve a defects notice.

(b)

Subject to clauses 39(d), 39(e) and 39(f), the vendor, within a reasonable time after a defects notice, must repair in a proper and workmanlike manner any defects the subject of the defects notice.

(c)

the vendor's obligations under clause 39(b) do not extend to repairing minor shrinkage or minor settlement cracks in the house, and the obligation is conditional upon the purchaser making access available during normal construction hours to undertake the repairs.

(d)

Other than a notice served under clause 39(e), the purchaser may only serve one defects notice before the expiration of the defects period.

(e)

Before completion, the purchaser cannot serve a defects notice unless the defect is a major defect, in which event the vendor must repair the major defect before completion.

(f)

An occupation certificate is conclusive evidence that the property does not contain any major defect.

(g)

The purchaser acknowledges and accepts that: (i)

if the house contains aged brass tapware, the aged brass is an unlacquered finish that changes over time and may be affected by touch, water and the atmosphere;

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(ii)

some of the materials used in the property and the house (particularly in finishes and fittings) may comprise natural products (such as stone, timber and the like) and/or reconstituted materials;

(iii)

these materials may exhibit variations: (A)

from any sample exhibited; and

(B)

between different areas of the finished product,

in shade, colour, texture, surface finish, markings, or the like and may contain natural fissures, occlusions, lines, indentations or the like; (iv)

these materials may expand, contract or distort over time as a result of exposure to heat, cold, weather or the like;

(v)

these materials may mark or stain if exposed to certain substances by the purchaser or fade over time;

(vi)

these materials may be damaged or disfigured by impact or scratching or other mechanical means by the purchaser;

(vii)

if plush (cut) pile carpet is installed in the property a phenomenon known as "Permanent Pile Reversal Shading" (also known as "water marking") may randomly appear in the carpet due to reversal of the pile direction;

(viii) the matters referred to in this clause 39(g) are not defects and the purchaser cannot make a claim or requisition or rescind or terminate as a result of the existence or occurrence of any of the matters set out in this clause 39(g). (h)

If any disagreement arises in connection with this clause: (i)

the purchaser agrees not to delay completion;

(ii)

the vendor and purchaser agree to use their reasonable endeavours and act in good faith to resolve the disagreement between themselves;

(iii)

the purchaser cannot make a claim or requisition or rescind or terminate this contract; and

(iv)

if the vendor and the purchaser are unable to resolve the disagreement between themselves:

(v)

(A)

either the vendor or the purchaser may refer the disagreement to an Expert;

(B)

the Expert's decision is final and binds the parties; and

(C)

the costs of the decision are to be paid by the party who requested that the disagreement be referred to an Expert.

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(i)

Rights under this clause continue after completion whether or not other rights continue.

Changes to subdivision plan (a)

Before registration the vendor can make changes to the subdivision plan which the vendor considers necessary or desirable including: (i)

the total number of lots (including varying the mix and type of houses);

(ii)

the numbering of lots;

(iii)

the dimensions or areas of lots including an increase or a reduction in the area of the house forming part of the property up to 5%;

(iv)

the location of lots; and

(v)

the location of easements,

from those shown on the subdivision plan; and (vi)

in respect of any matters disclosed or noted in clause 37.

(b)

Subject to clause 40(e), the purchaser cannot make a claim or requisition or rescind or terminate in respect of any matter disclosed or referred to in this clause.

(c)

The vendor can at any time serve a notice (and where applicable it must do so within the time frame set out in Division 10) advising of any changes listed in clause 40(a) after the vendor becomes aware that the disclosure statement: (i)

was inaccurate in relation to a material particular at the time the contract was signed; or

(ii)

has become inaccurate in relation to a material particular after the contract was signed.

(d)

If the area of the property is shown on the layout plan and there is a difference of the area of the property as shown on the layout plan and the subdivision plan, the subdivision plan prevails.

(e)

The provisions of this clause 40 do not affect the rights of the purchaser to make a claim under the Conveyancing Regulation or to rescind under Division 10 nor the obligation of the vendor to serve a notice of change under Division 10 and are to be read subject to the provisions of the Conveyancing Regulation and Division 10 as applicable.

Changes to documents

41.1

Vendor may make changes (a)

The vendor may: (i)

make changes to the subdivision plan instrument;

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(ii)

create further easements, covenants and restrictions as to user in addition to those set out in the subdivision plan and the subdivision plan instrument or in this contract;

(iii)

create substation or kiosk leases; and

(iv)

without limiting this clause, change the location of easements as set out in the subdivision plan and the subdivision plan instrument or in this contract,

which the vendor considers necessary or desirable including as a result of the matters disclosed in clause 37. (b)

(c)

41.2

Subject to clause 41.2, the purchaser cannot make a claim or requisition or rescind or terminate in respect of any: (i)

changes to any of the documents listed in clause 41.1(a)(i);

(ii)

further easements, covenants and restrictions as to user created in addition to those set out in the subdivision plan and the subdivision plan instrument or in this contract;

(iii)

substation or kiosk or both leases created; and

(iv)

change in the location of easements as set out in the subdivision plan, subdivision plan instrument or in this contract.

The vendor can at any time serve a notice (and where applicable within the time frame set out in Division 10) advising of any: (i)

changes to any of the documents listed in clause 41.1(a)(a)(i);

(ii)

further easements, covenants and restrictions as to user created in addition to those set out in the subdivision plan, subdivision plan instrument or in this contract;

(iii)

substation or kiosk (or both) leases or easements created; or

(iv)

change in the location of easements as set out in the subdivision plan and the subdivision plan instrument.

Documents attached to the Disclosure Statement (a)

This clause 41.2 applies only to documents that are attached to, or by virtue of clause 4A(4) of the Conveyancing Regulation are taken to be attached to, the disclosure statement.

(b)

The vendor can at any time serve a notice (and where applicable must do so within the time frame set out in Division 10) advising of any changes to the documents attached to the disclosure statement (including the changes contemplated by clause 41.1(a)) after the vendor becomes aware that the disclosure statement: (i)

was inaccurate in relation to a material particular at the time this contract was signed; or

(ii)

has become inaccurate in relation to a material particular after the contract was signed.

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(c)

41.3

Documents not attached to the Disclosure Statement (a)

This clause 41.3 applies only to documents attached to this contract that are not the subject of clause 41.2 above.

(b)

Subject to clause 41.3(c), if there is any change to the matters or items specified in clause 41.1(c) other than amendments arising from those matters disclosed or noted in clause 37 which substantially detrimentally affects the house forming part of the property and the vendor:

(c)

The provisions of this clause 41 do not affect the rights of the purchaser to make a claim under the Conveyancing Regulation or to rescind under Division 10 nor the obligation of the vendor to serve a notice of change under Division 10 and are to be read subject to the provisions of the Conveyancing Regulation and Division 10 as applicable.

(i)

serves a notice under clause 41.1(c), the purchaser can rescind but only (despite clause 19.1.1) within 10 days of service of that notice and this time is essential; or

(ii)

does not serve notice under clause 41.1(c), the purchaser can rescind but only (despite clause 19.1.1) within 10 days of the vendor serving notice of registration of the subdivision plan and this time is essential.

The right of rescission conferred by clause 41.3(b) cannot be exercised in relation to a change to the matters or items specified in clause 41.1(c) resulting from a construction amendment of which notice under clause 38.3 was served.

Notations on certificates of title (a)

The purchaser is aware that: (i)

the notations in or to the effect of those in Schedule 2 may be endorsed on the certificate of title issued or to be issued in respect of the property;

(ii)

the notations in or to the effect of those in Schedule 3 may be endorsed on the certificate of title issued or to be issued in respect of the common property; and

(iii)

the purchaser cannot make a claim or requisition or rescind or terminate in respect of the existence of: (A)

the notations in or to the effect of those in Schedule 2 and Schedule 3; or

(B)

any matter disclosed or noted in this contract

which may be noted on those certificates of title.

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Acknowledgements purchaser

43.1

General (a)

and

warranties

the

This contract contains the entire agreement between the purchaser and the vendor at the contract date despite any: (i)

negotiations or discussions held; or

(ii)

documents, estimates or brochures produced or signed; or

(iii)

website images made available; or

(iv)

masterplan model or display suite available for inspection.

before the contract date. (b)

The purchaser has not, in entering into this contract, relied on any warranty or representation made by or any other conduct of: (i)

the vendor; or

(ii)

any person on behalf of the vendor,

except those expressly provided in this contract or in legislation. (c)

The purchaser is relying entirely upon the purchaser’s own enquiries relating to: (i)

the fitness or suitability for any particular purpose of the property;

(ii)

the purchaser’s obligations and rights under this contract; and

(iii)

any financial return, income and investment advice despite: (A)

any estimates, forecasts or feasibilities; and

(B)

information relating directly or indirectly to the purchase of the property by the purchaser as an investment on any basis whatsoever,

provided to the purchaser by or on behalf of the vendor. (d)

(e)

Subject to clauses 38 and 39 and the purchaser rights, the purchaser: (i)

accepts the property in the property’s state of repair and condition at the relevant date and subject to all latent and patent defects; and

(ii)

cannot make a claim or requisition or rescind or terminate in respect of: (A)

the state of repair or condition of the property at the relevant date; or

(B)

any latent or patent defects; or

(C)

any other matter referred to in this clause 43.

The purchaser must:

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43.2

(i)

procure any transferee of the property from the purchaser to acknowledge the matters disclosed in this contract and to enter into the re-sale agreement or such other form of agreement as the vendor reasonably requires; and

(ii)

pay an amount of $550.00 (inclusive of GST) prior to the vendor issuing the re-sale agreement under clause 43.1(e)(i) for the legal costs incurred by the vendor.

Source of funds The purchaser represents and warrants that:

43.3

(a)

on the contract date, the purchaser is not illegally transferring funds from the People’s Republic of China (PRC) to pay the deposit;

(b)

on the date for completion, the purchaser will not illegally transfer funds from the PRC to pay the balance of the price; and

(c)

on the contract date, it has access to sufficient funds in a location outside of the PRC to enable it to pay the balance of the price.

Compliance The purchaser represents and warrants that by entering into this contract, and the transactions contemplated by this contract, it is not in breach of any applicable laws in the PRC and any other legal prohibitions on money laundering, trade control and sanctions applicable to the performance of this contract (including by virtue of the place of domicile or operations of the parties to this contract and their related parties).

Capacity Without affecting any other right of the vendor, if any purchaser: (a)

being an individual: (i)

dies; or

(ii)

becomes incapable because of unsoundness of mind to manage the purchaser’s own affairs,

the vendor can rescind; or (b)

being a company: (i)

resolves to go into liquidation;

(ii)

has a petition for its winding up presented and not withdrawn within thirty (30) days of presentation;

(iii)

enters into any scheme of arrangement with its creditors under the relevant provisions of the Corporations Actor any similar legislation; or

(iv)

has a liquidator, provisional liquidator, administrator, receiver or receiver and manager of it appointed,

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the purchaser will have failed to comply with an essential provision of this contract and the vendor can terminate.

Agent (a)

The purchaser warrants that the purchaser was not introduced to the vendor or to the property by or through the medium of: (i)

a real estate agent; or

(ii)

an employee of a real estate agent; or

(iii)

a person having a connection with a real estate agent;

other than the real estate agent named on the front page of this contract. (b)

The purchaser must at all times indemnify the vendor from and against: (i)

any claim for commission made by any person other than the persons listed in clause 45(a) arising out of a breach of the warranty in clause 45(a); and

(ii)

all actions, proceedings and expenses arising out of any such claim.

Lodgement of caveat (a)

The purchaser must not at any time before registration of the subdivision plan lodge a caveat or priority notice on any certificate of title comprising the development site.

(b)

The purchaser for valuable consideration irrevocably appoints the vendor and each person nominated by the vendor, as the purchaser’s attorney to withdraw any caveat lodged on the title comprising the development site or in contravention of clause 46(a).

Existing Encumbrances (a)

If at completion there is noted on any certificate of title for the property a mortgage or caveat (other than a caveat to which clause 47(b) applies) the purchaser must on completion accept a discharge of that mortgage or a withdrawal of that caveat in registrable form so far as it relates to the property.

(b)

If at completion there is noted on any certificate of title for the property a caveat lodged by or on behalf of: (i)

the purchaser;

(ii)

any assignee of the purchaser's interest under this contract; or

(iii)

any person claiming through or under the purchaser,

the purchaser must complete despite the notation of that caveat.

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Qualifying Expenditure and Depreciation (a)

As required under section 262A(4AJA) of the Income Tax Assessment Act 1936, the vendor will, after completion but within the time required by law, serve a statement of qualifying expenditure (if any) for the purposes of Divisions 43 of the Income Tax Assessment Act 1997.

(b)

The vendor does not warrant the accuracy or completeness of the information contained in any statement given under clause 48(a).

(c)

The vendor does not represent or warrant that the purchaser will be entitled to claim income tax deductions under the Income Tax Assessment Act 1997 for depreciation of any plant or equipment in the property or in connection with the cost of construction of the house.

Water rates If at completion no separate assessment for water and sewerage rates for the property for the quarter current at completion has been issued then:

(a)

no regard is to be had to the actual assessment when it issues;

(b)

the purchaser agrees to accept $250 per quarter as the amount payable for water and sewerage rates for the property for the quarter current at completion which amount must be adjusted (on the basis that it is paid) on completion in accordance with clause 14; and

(c)

the vendor must pay any assessment of water and sewerage rates which may be issued for the property for the quarter current at completion when such assessment is issued.

Council rates (a)

(b)

On registration of the subdivision plan Council will re-assess the council rates in respect of the property on and from the date of registration and if at completion a separate assessment for council rates in respect of the property the year current at completion has not yet been issued then: (i)

the purchaser agrees to accept $1,500 per annum as the amount payable for council rates for the property for the year current at completion which amount must be adjusted (on an unpaid basis) on completion in accordance with clause 14 for the period from the date of registration of the subdivision plan up to and including the date of completion; and

(ii)

the purchaser must pay any assessment of council rates which may be issued for the property for the year current at completion when such assessment is issued.

The benefits of this clause 50 shall not merge on completion.

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Deposit

51.1

Tax file number

51.2

(a)

The purchaser can provide its tax file number to the depositholder within 10 business days of the contract date.

(b)

If the purchaser does not inform the depositholder of its tax file number, tax may be deducted from any interest earned on the deposit payable to the purchaser, at the top marginal rate.

Release of deposit Upon an appointment being made for completion, the depositholder is authorised to close the investment account and withdraw the deposit and interest on the date appointed for completion for the purpose of accounting for the deposit and interest at completion in accordance with this contract.

Requisitions For the purposes of clause 5.1, the purchaser must only and is deemed to have submitted requisitions in the attached form of requisitions and the vendor to have answered those requisitions in accordance with the answers shown on that attached form of requisitions.

GST

53.1

Definitions (a)

In this clause 52: (i)

ATO means the Australian Taxation Office.

(ii)

Commissioner has the meaning given in the TA Act.

(iii)

TA Act means the Taxation Administration Act 1953 (Cth).

(iv)

GST Withholding Amount means the amount that the purchaser is required to withhold on account of GST from the price and pay to the Commissioner as notified by the vendor in the GST Withholding Notice.

(v)

GST Withholding Notice means notification required under section 14-255 of Schedule 1 to the TA Act to be made on or before the making of the supply which states whether or not the purchaser is required to make a payment on account of GST to the Commissioner and, if so, the amount of the payment.

(vi)

Form 1 means "Form 1: GST property settlement withholding confirmation" provided on the ATO website, or any such equivalent form approved and provided by the ATO. which the purchaser is required to make under section 16-150(2) of Schedule 1 to the TA Act.

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(vii)

Form 2 means "Form 2: GST property settlement date confirmation" provided on the ATO website, or any such equivalent form approved and provided by the ATO.

(viii) GST Law has the meaning given to that expression in the A New Tax System (Goods and Services Tax) Act 1999; and (ix)

53.2

Expressions which are not defined but which have a defined meaning in the GST Law have the same meaning.

(b)

Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with this contract are inclusive of GST.

(c)

The vendor and purchaser agree that the margin scheme is to apply in working out the amount of GST on the supply of the real property under this contract.

(d)

The purchaser acknowledges and agrees that the vendor is not required to provide a tax invoice in respect of the supply of the property and will not be entitled to an input tax credit for the acquisition of the property under this contract.

GST Withholding (a)

If the vendor gives the purchaser a GST Withholding Notice specifying that the purchaser is required to make a payment on account of GST to the Commissioner, then the purchaser must pay the GST Withholding Amount to the Commissioner from the balance of the price payable to the vendor on completion.

(b)

The vendor acknowledges and agrees that the vendor will not be entitled to delay completion or refuse to complete if the purchaser pays the GST Withholding Amount in accordance with this clause 53.2.

(c)

The vendor must give the GST Withholding Notice to the purchaser at least five business days before completion and notify the purchaser whether the GST Withholding Amount must be paid by way of:

(d)

(e)

(i)

bank cheque in accordance with clause 53.2(e);

(ii)

immediately available funds in accordance with clause 53.2(f); or

(iii)

on-line conveyancing facility in accordance with clause 53.2(g).

If clause 53.2(a) applies then at least two business days before completion the purchaser must provide to the vendor: (i)

evidence of having electronically lodged Form 1 with the Commissioner in accordance with section 16-150(2) of Schedule 1 to the TA Act;

(ii)

the purchaser’s payment reference number; and

(iii)

the purchaser’s lodgement reference number.

If the vendor notifies the purchaser that the GST Withholding Amount must be paid by bank cheque then:

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(i)

the purchaser must at completion, give the vendor a bank cheque drawn in favour of the Commissioner for the GST Withholding Amount;

(ii)

the bank cheque given to the vendor by the purchaser pursuant to clause 53.2(e)(i) must not be post-dated, stale or dishonoured on presentation; and

(iii)

the vendor undertakes to give the bank cheque to the Commissioner, together with the reference details provided by the purchaser under clause 53.2(d).

(f)

If the vendor notifies the purchaser that the payment of the GST Withholding Amount must be made by immediately available funds, then on or before completion the purchaser must give evidence to the vendor of successful transmission of payment of the GST Withholding Amount to the Commissioner.

(g)

Clause 53.2(e) and 53.2(f) do not apply where completion occurs electronically through Property Exchange Australia or other similar online conveyancing facility and the GST Withholding Amount is paid to the Commissioner through that facility.

(h)

If payment of the GST Withholding Amount does not occur in accordance with any of clauses 53.2(e), 53.2(f), or 53.2(g) then the vendor may delay settlement until the next business day after the day on which:

(i)

payment of the GST Withholding Amount has occurred; or

(ii)

the vendor receives the entire purchase price.

On completion, the purchaser must either: (i)

(ii)

(Buyer to complete and submit GST Settlement Notification Form) (1)

complete and electronically submit a Form 2 to the Commissioner prior to completion, or by such other earlier time as required by the Commissioner; and

(2)

on or before completion give to the vendor evidence of having submitted the Form 2, together with evidence that Form 2 has been received by the Commissioner; or

(Seller to complete and submit GST Settlement Notification Form as representative for Buyer) on completion advise the vendor that it has not submitted a Form 2 to the Commissioner, in which case the purchaser: (1)

appoints the vendor to act as the purchaser's agent for the limited purpose of completing and submitting a Form 2 to the Commissioner, on its behalf; and

(2)

must give to the vendor all information required for the vendor to complete and submit the Form 2, together

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with a declaration that information provided is true and correct. (j)

The purchaser must indemnify and keep indemnified the vendor, against all loss that may be incurred by the vendor arising from or in connection with a breach by the purchaser of this clause 53.2.

Guarantee (a)

In consideration of the vendor entering into this contract at the request of the guarantor, the guarantor: (i)

(ii)

guarantees to the vendor: (A)

payment of all moneys payable by the purchaser; and

(B)

the performance by the purchaser of all other obligations under this contract; and

indemnifies the vendor against any liability, loss, damage, expense or claim incurred by the vendor arising directly or indirectly from any breach of this contract by the purchaser.

(b)

This guarantee and indemnity is a principal obligation of the guarantor and is not collateral to any other obligation.

(c)

The liabilities of a guarantor are not affected by:

(d)

(i)

the granting to the purchaser or to any other person of any time, waiver, indulgence, consideration or concession or the discharge or release of the purchaser;

(ii)

the death, bankruptcy or liquidation of the purchaser, the guarantor or any one of them;

(iii)

reason of the vendor becoming a party to or bound by any compromise, assignment of property or scheme of arrangement or composition of debts or scheme or reconstruction by or relating to the purchaser, the guarantor or any other person;

(iv)

the vendor exercising or refraining from exercising any of the rights, powers or remedies conferred on the vendor by law or by any contract or arrangement with the purchaser, the guarantor or any other person or any guarantee, bond, covenant, mortgage or other security; or

(v)

the vendor obtaining a judgment against the purchaser, the guarantor or any other person for the payment of the moneys payable under this contract.

This guarantee and indemnity will continue notwithstanding: (i)

the vendor has exercised any of the vendor’s rights under this contract including any right of termination;

(ii)

the purchaser is wound up; or

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(iii) (e)

(f)

this guarantee and indemnity is for any reason unenforceable either in whole or in part.

This guarantee and indemnity: (i)

is of a continuing nature and will remain in effect until final discharge of the guarantee or indemnity is given by the vendor to the guarantor;

(ii)

may not be considered wholly or partially discharged by the payment of the whole or any part of the amount owed by the purchaser to the vendor (as relevant); and

(iii)

extends to the entire amount that is now owed or that may become owing at any time in the future to the vendor by the purchaser pursuant to or contemplated by this contract including any interest, costs or charges payable to the vendor under this contract.

If any payment made to the vendor by or on behalf of the purchaser or the guarantor is subsequently avoided by any statutory provision or otherwise: (i)

that payment is to be treated as not discharging the guarantor's liability for the amount of that payment; and

(ii)

the vendor and the guarantor will be restored to the position in which each would have been and will be entitled to exercise all rights which each would have had if that payment had not been made.

(g)

The vendor can proceed to recover the amount claimed as a debt or damages from the guarantor without having instituted legal proceedings against the purchaser and without first exhausting the vendor’s remedies against the purchaser.

(h)

It is an essential provision of this contract that the guarantor signs this contract.

Deposit Bond (a)

In this clause 55: Insolvent means in respect of an issuer of a deposit bond the happening of any of these events: (i)

an order is made that the issuer be wound up;

(ii)

an order appointing a liquidator or provisional liquidator in respect of the issuer, or one of them is appointed, whether or not under an order;

(iii)

except to reconstruct or amalgamate while solvent on terms approved by the vendor, the issuer enters into or resolves to enter into a scheme of arrangement, agreement of company arrangement or composition with, or assignment for the benefit of,

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all or any class of its creditors, or it proposes a reorganisation, moratorium or other administration involving any of them; (iv)

the issuer resolves to wind itself up, or otherwise dissolves itself, or gives notice of intention to do so, except to reconstruct or amalgamate while solvent on terms approved by the vendor, or is otherwise wound up or dissolved;

(v)

the issuer is or states that it is insolvent;

(vi)

the issuer takes any step to obtain protection or is granted protection from its creditors, under any applicable legislation, or an administrator is appointed to the issuer;

(vii)

the issuer becomes an insolvent under administration as defined in the Corporations Act; or

(viii) anything having a substantially similar effect to any of the events specified above happens. (b)

This clause 55 applies if a deposit bond in favour of the vendor has been accepted by the vendor (in the vendor’s absolute discretion) as the deposit or as any part of the deposit.

(c)

The purchaser may pay the deposit by way of a deposit bond provided that it is issued by one of the entities referred to in clause (j) and if the deposit bond contains an expiry date it is not earlier than fifteen months after the Sunset Date

(d)

The purchaser must pay the vendor by unendorsed bank cheque the amount specified in the deposit bond:

(e)

(i)

on completion; or

(ii)

within five days after the vendor serves notice claiming forfeiture of the deposit.

The vendor may call on the deposit bond if: (i)

the purchaser does not comply with clause 55(c);

(ii)

the purchaser fails to pay the deposit (or is deemed to fail to pay the deposit under clause 2) on completion; or

(iii)

the vendor terminates this contract.

(f)

If the issuer of the deposit bond becomes Insolvent or ceases to carry on business in Australia (event), then the purchaser must provide a replacement deposit bond within 2 business days of the event.

(g)

If the replacement deposit bond to be provided under clause 55(f) does not comply with this clause 55, the purchaser must within 14 days after the vendor notifies it, give the vendor an unendorsed bank cheque in favour of the depositholder for the amount specified in the original deposit bond given under this contract.

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(h)

The purchaser must ensure that any deposit bond delivered to the vendor under this clause 55 is valid and enforceable in accordance with its terms.

(i)

The obligations of the purchaser under this clause 55 are essential. If the purchaser does not comply with its obligations under this clause 55, the vendor may elect in its absolute discretion to:

(j)

(i)

terminate this contract and call on the deposit bond; or

(ii)

treat the non-compliance as deemed failure to pay the deposit under clause 2.1.

The vendor will not accept a deposit bond from entities other than the following: Bond Provider

(k)

Underwriter

Aussie Bonds Australia

QBE Insurance (Australia) Ltd

Deposit Bonds Australia

QBE Insurance (Australia) Ltd

Deposit Underwriters

QBE Insurance (Australia) Ltd

The vendor will not accept a bank guarantee from banks other than the following: Citibank Westpac Banking Corp National Australia Bank Commonwealth Bank of Australia ANZ BankWest HSBC St George Bank Macquarie Bank Suncorp-Metway

Privacy Act (a)

The purchaser consents to: (i)

the collection of personal information by the vendor and Frasers Property Australia;

(ii)

the use and disclosure by the vendor and Frasers Property Australia of personal information for the purposes of enabling the vendor and Frasers Property Australia to comply with their

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obligations under, associated with and arising in connection with this contract, including any obligations to any third parties, such as the vendor's financiers; (iii)

(iv)

the disclosure to, and use by, third party vendors and service providers engaged by the vendor or Frasers Property Australia of the personal information for the purpose of: (A)

enabling the vendor and Frasers Property Australia to comply with and fulfil their obligations under or arising under or in connection with this contract; and

(B)

procuring the provision to the purchaser of products and services contemplated by this contract; and

the use and disclosure by the vendor and Frasers Property Australia of personal information for the purposes of: (A)

enabling the vendor to enforce its rights under this contract;

(B)

the purchase, development and sale of land;

(C)

the proposed sale of an interest in the business of the vendor or Frasers Property Australia including the sale of the development site and any other part of Shell Cove;

(D)

raising finance;

(E)

internal reporting;

(F)

reporting to any related body corporate, financier or adviser of the vendor or Frasers Property Australia;

(G)

any use specified in any privacy statement; and

(H)

the disclosure to and use by Real Utilities Pty Limited and those of its related entities that are listed at www.frasersproperty.com.au/realutilities Utilities)

(together,

Real

of personal information for the purpose of one or more of the Real Utilities entities to contact the purchaser so that it may promote and offer for sale any or all of the Embedded Utilities to the purchaser. (b)

The purchaser acknowledges that (i)

the personal information is held by the vendor and Frasers Property Australia subject to the requirements of the Privacy Act 1988 (Cth) and accordingly the purchaser may request access to personal information at any time; and

(ii)

the purchaser may request that personal information be corrected and should do so by contacting the privacy officer of the vendor or Frasers Property Australia.

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Government Information (Public Access) Act 2009 The purchaser acknowledges that:

(a)

the vendor is an agency for the purposes of the Government Information (Public Access) Act 2009 (Cth) (GIPA Act);

(b)

in order to comply with the requirements of the GIPA Act, the vendor must enter into a register such details of this contract as are required by the provisions of the GIPA Act (GIPA Information); and

(c)

the vendor, upon receiving an application from a member of the public for access to the GIPA Information, may release the GIPA Information in accordance with the requirements imposed upon the vendor by the provisions of the GIPA Act.

Vendor’s marketing material The purchaser must not use any of the vendor’s marketing material.

Home Building Act 1989 If work under a building contract for the construction of the building has not commenced at the contract date:

(a)

under section 61 of the Home Building Regulation 2004 the vendor is exempt from the requirements of section 96A of the Home Building Act 1989 (the “HB Act”);

(b)

the HB Act requires construction work (whether or not done under a contact) to be insured;

(c)

the vendor (or any assignee of the vendor’s rights under this contract) is required to provide a certificate of insurance in respect of the construction work (as required under section 96A(1) of the HB Act) within 14 days after the contract of insurance in respect of that work is made; and

(d)

the purchaser can rescind if the vendor (or any assignee of the vendor) fails to provide the certificate of insurance within that period of 14 days.

Commercial Interests The vendor discloses that many provisions contained in this contract, including those provisions set out in clauses 60(c) to 60(g) below, are reasonably necessary to protect the vendor’s legitimate commercial interests by providing the vendor with sufficient flexibility in relation to: (a)

design and construction changes and the like; and

(b)

compliance with authority requirements,

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which may arise during the course of obtaining subdivision plan approval and construction of the house having regard to the nature and current state of the house: (c)

the reservation of the vendor’s rights to extend the sunset date in the event construction of the house or registration of the subdivision plan are delayed in whole or in part because of any cause, matter or thing beyond the control of the vendor;

(d)

the reservation of the vendor’s rights to make construction amendments and changes to finish and the like;

(e)

the reservation of the vendor’s rights to make changes to the subdivision plan and the documents referred to in clause 41.1(a)(i);

(f)

the reservations of the vendor’s rights to create easements, restrictions on use or positive covenants; and

(g)

the restriction on the purchaser’s rights to make claims, requisitions, rescind or terminate (subject to the purchaser rights).

Foreign investment approval

61.1

Definitions In this clause 61, these terms (in any form) mean:

61.2

(a)

Act the Foreign Acquisitions and Takeovers Act 1975 (Cth), the Foreign Acquisitions and Takeovers Regulations 2015 (Cth) and Australia’s Foreign Investment Policy as published on the Foreign Investment Review Board website (www.firb.gov.au) from time to time;

(b)

Cut Off Date the date which is 90 days after the contract date;

(c)

FIRB Approval a no objection notification, made by or on behalf of the Treasurer under the Act and stating that the Commonwealth Government does not object to the transactions contemplated by this contract, either unconditionally or subject to conditions;

(d)

Loss all losses (including loss of profit, loss of expected savings, opportunity costs, loss of business (including loss or reduction of goodwill) and damage to reputation), claims, liabilities, damages, costs, charges and expenses (including tax) of any nature; and

(e)

Treasurer the Treasurer of the Commonwealth of Australia.

Application of clause (a)

If “FIRB Approval” section on the front page of this contract is marked “NO” then clause 61.3 applies.

(b)

If “FIRB Approval” section on the front page of this contract is marked “YES” then clause 61.4 applies.

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61.3

(c)

If no choice is marked in “FIRB Approval” section on the front page of this contract, then it is taken to be marked “YES” and clause 61.4 applies.

(d)

If both choices are marked in “FIRB Approval” section on the front page of this contract, then it is taken to be marked “YES” and clause 61.4 applies.

(e)

Clause 22 is deleted.

Purchaser’s FIRB declaration – No (a)

61.4

The purchaser warrants at the contract date and again at completion that the purchaser: (i)

is not a foreign person for the purposes of the Act; and

(ii)

is not required to give notice to the Treasurer under section 81(1) of the Foreign Acquisitions and Takeovers Act 1975 (Cth).

(b)

The warranty in clause 61.3(a) is an essential provision of this contract a breach of which entitles the vendor to terminate.

(c)

The purchaser acknowledges that the vendor has entered into this contract in reliance on this warranty.

(d)

The purchaser indemnifies the vendor against any Loss suffered or incurred by the vendor in connection with or arising from a breach of the warranty in clause 61.3(a)

Purchaser’s FIRB declaration – Yes (a)

(b)

Nothing in this contract constitutes or is otherwise intended to give rise to a binding agreement for the sale and purchase of the property. The parties acknowledge and agree that: (i)

the purchaser is not intended to acquire any rights in relation to the property until the purchaser has received FIRB Approval;

(ii)

no obligation on the vendor to sell, or right of the purchaser to buy the property is of any force or effect until FIRB Approval has been obtained; and

(iii)

all other provisions of this contract (other than those described in clauses 61.4(a)(i) and 61.4(a)(ii) are binding on the parties as at the contract date, including clauses 61.4(b).

The purchaser must, at the purchaser’s cost: (i)

within 10 business days of the contract date: (A)

make an application to the Treasurer in accordance with section 81 of the Act in respect of the transactions contemplated by this contract (Application);

(B)

pay the applicable fee in respect of the Application to the Treasurer; and

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(C)

(c)

provide evidence to the vendor of the purchaser’s compliance with clauses 61.4(b)(i)(A) and 61.4(b)(i)(B), including a copy of the Application; and

(ii)

use best endeavours to obtain FIRB Approval as expeditiously as possible and in any event on or before the Cut Off Date;

(iii)

provide the Treasurer with all information the Treasurer requires (and signing all documentation required) to make a decision under the Act; and

(iv)

make payment of all applicable fees in respect to the Application.

The purchaser must serve notice as soon as reasonably practical but in any event no later than 3 business days after: (i)

the purchaser receives FIRB Approval; or

(ii)

the purchaser: (A)

receives an indication that the purchaser will not, or may not, obtain FIRB Approval; or

(B)

receives formal notification that FIRB Approval will not be obtained; or

(C)

the purchaser does not receive FIRB Approval by the Cut Off Date,

including copies of all correspondence in relation to the Application. (d)

Clause 61.4(b) and clause 61.4(c) are essential provisions of this contract and a breach of either or both of them entitles the vendor to terminate.

(e)

If the purchaser complies with the purchaser’s obligations under clause 61.4(b) and serves a notice as required under clause 61.4(c)(ii), then clause 19 applies as if this contract is rescinded, except that the vendor can retain from the deposit any reasonable administration costs incurred by the vendor.

(f)

On the vendor’s request, the purchaser must inform the vendor of the progress of the purchaser’s Application.

(g)

The purchaser is not required to comply with the provisions of clause 61.4(b) if, within 5 business days of the contract date, the purchaser provides evidence to the satisfaction of the vendor, in the vendor’s absolute discretion, that the purchaser does not require FIRB Approval but the purchaser must pay the vendor’s solicitors reasonable legal costs of reviewing that evidence.

(h)

If the purchaser complies with the purchaser’s obligations under clause 61.4(b) and the purchaser has not received any correspondence from the Treasurer regarding the Application on or before the Cut Off Date, the purchaser may, by written notice to the vendor, request the vendor to extend the Cut Off Date.

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(i)

Upon written request from the purchaser under clause 61.4(h), the vendor may extend the Cut Off Date by any number of days. The vendor must act reasonably when considering the purchaser’s request under clause 61.4(h) but is not obliged to extend the Cut Off Date.

(j)

The purchaser may request an extension of the Cut Off Date under clause 61.4(h) more than once.

(k)

The vendor can, irrespective of whether or not the purchaser has made request under clause 61.4(h), serve a notice extending the Cut Off Date by any number of days specified in that notice.

(l)

The vendor may issue a notice extending the Cut Off Date under clause 61.4(k) more than once.

Trustee provisions If the purchaser enters into this contract as trustee of any trust (Trust) (and whether or not the vendor has notice of the Trust) the purchaser: (a)

acknowledges that the purchaser is bound under this contract both personally and in the purchaser’s capacity as trustee of the Trust;

(b)

warrants to the vendor that:

(c)

(i)

the Trust is validly created and is in existence;

(ii)

the purchaser will disclose fully to the vendor the terms of the Trust on request;

(iii)

the purchaser possesses unqualified power under the trust to enter into this contract;

(iv)

any consent, approval or resolution necessary to enable the purchaser to enter and discharge the purchaser’s obligations under this contract has been obtained or passed; and

(v)

the purchaser holds the purchaser’s interest under this contract: (A)

in the proper exercise of the purchaser’s powers under the Trust; and

(B)

for the benefit of the beneficiaries or objects of the Trust;

must ensure that between the contract date and the final discharge of the purchaser’s obligations under this contract there does not occur without the vendor’s consent (that consent not to be unreasonably withheld) any of the following events: (i)

amendment or revocation of the Trust;

(ii)

removal or retirement of the Trust;

(iii)

appointment of a new or additional trustee of the Trust;

(iv)

use of the Trust assets for a beneficiary’s or an object’s own purposes, unless pursuant to the terms of the Trust;

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(v)

distribution, resettlement or transfer of the Trust assets;

(vi)

anything that might result in the trustee’s entitlement to its indemnity from the Trust assets or the beneficiaries being diminished;

(vii)

acceleration of the vesting date or termination of the Trust; or

(viii) the purchaser as trustee: (A)

incurring a debt;

(B)

lending money;

(C)

giving a guarantee or indemnity;

(D)

encumbering a Trust asset;

(E)

mixing Trust assets;

(F)

comprising a claim in relation to any Trust asset;

(G)

parting with possession of a Trust asset;

(H)

delegating any of the purchaser’s trustee’s powers; or

(I)

increasing the purchaser’s trustee remuneration,

other than in the proper exercise of the purchaser’s duties under the Trust.

Transfer of property from vendor to New Vendor

63.1

Transfer prior to completion The purchaser acknowledges that the legal or beneficial ownership of the vendor may change including by the introduction of an investment partner or the vendor may transfer its interest in the property to a New Vendor prior to completion.

63.2

Notifying the purchaser The vendor must serve notice if the vendor transfers the property to a New Vendor. In the notice, the vendor must provide details of the New Vendor.

63.3

Consents by purchaser The purchaser and the guarantor(s) (if any) each agree: (a)

to the transfer of the property to a New Vendor according to this clause 63; and

(b)

to the vendor novating this contract to a New Vendor pursuant to clause 63.4, if required by the vendor; and

(c)

to accept on completion a transfer of the property in registrable form duly executed by the New Vendor (if the vendor transfers the property to that New Vendor according to this clause 63); and

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(d)

63.4

if the purchaser has paid the deposit by bank guarantee or bond, to replace the bank guarantee or bond with a new bank guarantee or bond for the same amount in favour of the New Vendor within seven days after being requested to do so by the vendor.

Novation If required by the vendor, the purchaser and the guarantor(s) (if any) each agree to enter into a deed of novation to novate this contract from the vendor to the New Vendor. These provisions will apply:

63.5

(a)

the vendor must, at the vendor’s cost, prepare the deed of novation;

(b)

the purchaser and the guarantor each must sign the deed of novation and return it to the vendor within seven days of receiving the deed of novation from the vendor together with a certificate that complies with section 66W of the Conveyancing Act 1919 noting the New Vendor as the vendor; and

(c)

the deed of novation may contain a provision releasing the vendor from all or any of the vendor’s obligations under this contract which are not due for performance at the date of the novation if the New Vendor assumes those obligations.

Stamp duty The vendor agrees to pay any stamp duty payable upon the novation of this contract according to this clause 63.

63.6

Indemnity by the vendor for stamp duty The vendor indemnifies the purchaser in the event the purchaser is liable for any additional stamp duty in respect of this contract or the transfer of the property to the purchaser (above the stamp duty normally payable by the purchaser) arising as a result of the transfer or novation under this clause 63.

63.7

Power of attorney (a)

The purchaser irrevocably and for valuable consideration appoints the vendor and each authorised officer of the vendor individually as the purchaser’s attorney (Attorney) and agrees to ratify anything an attorney does under clause 63.7(b).

(b)

In the event of either the purchaser or the guarantor, or both, failing to comply with their obligations in clause 63.4, the Attorney may do whatever is necessary or convenient to enable the vendor to procure that the purchaser and the guarantor enter into a deed of novation including signing the deed of novation as attorney for either the purchaser or guarantor.

(c)

The purpose of this power of attorney is to enable the vendor to transfer the vendor’s interest to the New Vendor in accordance with its rights under this clause 63.

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63.8

No claims etc The purchaser cannot make any claim or requisition or rescind or terminate because of any matter stated in this clause 63.

Limitations on purchaser’s rights (a)

If there is a construction amendment as a result of any of the following: (i)

the alteration of the internal arrangement of fixtures in the bathrooms, laundry or kitchen in the house;

(ii)

the relocation of cupboards within the house;

(iii)

subject to clause 38.2(a), the alteration of finishes in the house; or

(iv)

any decrease in the area of the house forming part of the property as shown on the subdivision plan not covered by clause 38.4;

the purchaser acknowledges and agrees that the difference will not materially prejudice the purchaser. This clause does not limit the matters which the purchaser acknowledges and agrees will not constitute material prejudice. (b)

The purchaser it cannot make a claim or requisition, delay completion, rescind or terminate in respect of: (i)

the presence on the property of any sewer, manhole, vent, mains, connections, wires, pipes, conduits, channels or distributors with respect to any service as referred to in brackets in clause 10.1.2;

(ii)

whether or not any improvements have been constructed over or adjacent to the sewer main or other installations of a relevant authority and whether or not any approvals for such construction have been obtained and whether or not any conditions of any approval have been complied with; and

(iii)

the type of materials chosen by the vendor for use in construction of the house on the land.

Prohibited entities The purchaser:

(a)

represents and warrants that it is not a prohibited entity and is not owned or controlled by, or acts on behalf of, any prohibited entity; and

(b)

indemnifies the vendor against any non-compliance by the vendor with all anti-terrorism legislation in Australia including, without limitation, Part 4 of the Charter of the United Nations Act 1945 and Part 5.3 of the Criminal Code Act 1995 due to a breach by the purchaser of its representation or warranty in this clause.

Assignment by purchaser

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66.1

Assignment The purchaser may only assign or novate this contract (or otherwise dispose of its interest in this contract other than by way of an on sale or sub sale) with the vendor’s prior written consent which may be withheld or granted (with or without conditions) in the vendor’s absolute discretion.

66.2

Details When seeking the vendor’s consent under clause 66.1, the purchaser must advise the vendor of the identity of the other party and details of any proposed guarantor including the details on the financial capacity of the other party or any proposed guarantor or any further information required by the vendor.

66.3

Clause is essential This clause 66 is an essential provision of this contract.

Pre-settlement inspection

67.1

Purchaser may inspect the property Subject to clause 67.2 the purchaser may inspect the property at any reasonable time determined by the vendor before the date for completion by making an appointment with the vendor.

67.2

Purchaser acknowledgments (a)

The purchaser acknowledges that: (i)

(b)

the vendor reserves the right (acting reasonably) to: (A)

set the time and date of the purchaser’s inspection appointment;

(B)

limit the time spent during an inspection appointment;

(C)

limit the number of persons attending an inspections appointment; and

(D)

limit the purchaser’s inspection opportunity to a single inspection appointment.

If the purchaser wishes to have the property inspected by any consultant, including a valuer on behalf of a financier, the purchaser must arrange for those consultants to attend the inspection appointment.

Appliance Warranties

68.1

Documents to be given by vendor The vendor must serve: (a)

on or as soon as reasonably possible after completion all written warranties in respect of appliances and the like in the house that are in the physical possession of the vendor for those inclusions in the sale; and

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(b)

68.2

within six months after completion all written warranties in respect of appliances and the like in the house that come into the physical possession of the vendor that were not in the physical possession of the vendor on completion for those inclusions in the sale.

Assignment of warranties If those warranties are capable of assignment, then on and by virtue of completion the vendor assigns to the purchaser all the vendor’s interest in them.

Presales

69.1

Definitions In this clause 69, these terms have the following meaning:

69.2

(a)

conditions sunset date is 15 November 2021 as may be extended in accordance with this clause 69;

(b)

Presales means the vendor achieving sufficient presales to the vendor’s satisfaction for dwellings within the development.

Conditional contract Completion of this contract is subject to and conditional on the vendor achieving Presales on or before the conditions sunset date.

69.3

Vendor to use reasonable endeavours The vendor must use reasonable endeavours to achieve Presales before the conditions sunset date.

69.4

Notification of satisfaction of conditions The vendor may serve notice on the purchaser within 21 days after the conditions sunset date whether or not the conditions in clause 69.2 have been satisfied.

69.5

Deemed satisfaction of conditions If the vendor has not given notice under clause 69.3, the conditions in clause 69.2 will be deemed to have been satisfied and the contract will no longer be subject or conditional on the matters set out in clause 69.2.

69.6

Failure to satisfy conditions If the vendor does not achieve Presales by the conditions sunset date, the vendor may rescind.

69.7

Developer may waive condition The purchaser acknowledges that clause 69 has been inserted for the sole benefit of the vendor who may at any time waive by notice in writing to purchaser the benefit of the conditions in clause 69.1 after which the contract will be no longer subject to or conditional on the matters set out in clause 69.1.

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69.8

Extending conditions date The vendor may, in the vendor’s absolute discretion, extend the conditions sunset date by serving notice for a maximum of twice for a period (or periods) not exceeding 12 months in total.

Foreign resident capital gains withholding payments (a)

This clause 70 applies if the price is equal to or greater than $750,000.

(b)

In this clause 70, terms have the following meanings: (i)

Clearance Certificate means a certificate in respect of the vendor given by the Commissioner under section 14-220 of Schedule 1 of the TA Act;

(ii)

Commissioner has the meaning given to that term in the TA Act;

(iii)

Variation means a variation made by the Commission under section 14-235(2) of Schedule 1 of the TA Act;

(iv)

TA Act means the Taxation Administration Act 1953 (Cth); and

(v)

Withholding Amount means the amount that the purchaser is required to pay the commissioner under section 14-200(3) of Schedule 1 of the TA Act.

(c)

Attached to this contract is a Clearance Certificate current as at the contract date. If the attached Clearance Certificate expires prior to completion, the vendor may serve an updated Clearance Certificate before completion.

(d)

The vendor may serve a Variation before completion.

(e)

If: (i)

the Clearance Certificate attached to this contract has not expired at the date for completion; or

(ii)

the vendor serves a further Clearance Certificate under clause 70(c) no later than 2 business days before the date for completion that is current as at the date for completion,

then the purchaser must not on completion retain or withhold any amount of the price for the purposes of Subdivision 14-D of Schedule 1 of the TA Act. (f)

If the vendor serves a Variation no later than 2 business days before the date for completion then the purchaser must on completion only retain or withhold the amount specified in the Variation for the purposes of Subdivision 14-D of Schedule 1 of the TA Act.

(g)

If the Clearance Certificate attached to this contract expires prior to the date for completion and the vendor does not serve a further Clearance Certificate that is current at the date for completion under clause 70(c) then the purchaser must:

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(h)

(i)

serve evidence of a purchaser payment notification to the Australian Taxation Office;

(ii)

at completion, produce a settlement cheque in favour of the Commissioner for the Withholding Amount;

(iii)

immediately following completion deliver that settlement cheque to the Commissioner; and

(iv)

serve evidence of receipt by the Commissioner of payment of the Withholding Amount within 2 business days of receipt.

This clause 70 does not merge on completion.

Forum of law (a)

Any dispute, controversy, difference or claim arising out of or in connection with this contract, including the existence, validity, interpretation, performance, breach or termination of it or any dispute regarding non-contractual obligations arising out of or in relation to it (a “Dispute”), shall be referred to and finally resolved either by the courts of the State of New South Wales or by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC), at the sole discretion of the vendor, provided if any Dispute is commenced by the purchaser, the purchaser shall give the vendor not less than 14 days’ notice in writing of its intention to commence proceedings, and the vendor must exercise its election in writing within 14 days of receiving that notice.

(b)

Any arbitration commenced at the HKIAC shall be conducted under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The substantive law to be applied in the arbitration shall be the law of New South Wales, Australia. The seat of the arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in the English language.

Electronic conveyancing

72.1

Application of clause 72 The parties agree that this contract is an electronic transaction and the provisions of this clause 72 apply.

72.2

Definitions In this clause 72: (a)

Adjustment Figures means details of the adjustments to be made to the price under clause 14;

(b)

Certificate of Title means the paper duplicate of the folio of register for the property which exists immediately prior to completion and, if more than one, refers to each such paper duplicate;

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(c)

Completion Time means the time stated in the definition of “date for completion” (if any) and if no time is stated, 12.00 pm on the date for completion;

(d)

Conveyancing Transaction has the meaning given to that term in the Participation Rules;

(e)

Digitally Signed has the meaning given to that term in the Participation Rules;

(f)

Discharging Mortgagee means any discharging mortgagee, chargee, covenant chargee, or caveator whose provision of a Digitally Signed discharge of mortgage, discharge of charge or withdrawal of caveat is required in order for unencumbered title to the property to be transferred to the purchaser;

(g)

ECNL means the Electronic Conveyancing National Law (NSW);

(h)

Electronic Document means a dealing as defined in the Real Property Act 1900 which may be created and Digitally Signed in an Electronic Workspace;

(i)

Electronic Transaction means a Conveyancing Transaction to be conducted for the parties by their legal representatives as Subscribers using an ELN and in accordance with the ECNL and the Participation Rules;

(j)

Electronic Transfer means a transfer of land under the Real Property Act 1900 for the property to be prepared and Digitally Signed in the Electronic Workspace established for the purposes of the parties’ Conveyancing Transaction;

(k)

Electronic Workspace has the meaning given to that term in the Participation Rules;

(l)

ELN has the meaning given to that term in the Participation Rules;

(m)

ELNO has the meaning given to that term in the Participation Rules;

(n)

Incoming Mortgagee means any mortgagee who is to provide finance to the purchaser on the security of the property and to enable the purchaser to pay the whole or part of the price;

(o)

Land Registry has the meaning given to that term in the Participation Rules;

(p)

Lodgement Case has the meaning given to that term in the Participation Rules;

(q)

Mortgagee Details means the details which a party to the Electronic Transaction must provide about any Discharging Mortgagee of the property as at completion;

(r)

Participation Rules means the participation rules as determined by the ECNL;

(s)

Payment Directions means written directions as to how the price is to be paid;

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72.3

72.4

(t)

Populate means to complete data fields In the Electronic Workspace;

(u)

Prescribed Requirement has the meaning given to that term in the Participation Rules;

(v)

Subscribers has the meaning given to that term in the Participation Rules; and

(w)

Title Data means the details of the title to the property made available to the Electronic Workspace by the Land Registry.

Electronic Transaction (a)

The transaction the subject of this contract is to be conducted as an Electronic Transaction.

(b)

To the extent, but only to the extent, that any other provision of this contract is inconsistent with this clause 72, the provisions of this clause 72 prevail.

(c)

The purchaser must ensure that the purchaser’s solicitor is a Subscriber.

(d)

The parties must conduct the Electronic Transaction in accordance with the Participation Rules and the ECNL.

(e)

A party must pay the fees and charges payable by that party to the ELNO and the Land Registry as a result of this transaction being an Electronic Transaction.

Communications Despite any other provision of this contract:

72.5

(a)

the service of notices and any communications (other than the giving or serving of Electronic Documents, Adjustment Figures, Payment Directions or other communications required to be given by this clause 72) in respect of the Electronic Transaction must not occur through the Electronic Workspace; and

(b)

a document which is an Electronic Document is served as soon as it is first Digitally Signed in the Electronic Workspace on behalf of the party required to serve it.

Establishment of Electronic Workspace by vendor (a)

If the property comprises a lot or lots in a registered plan, the vendor must, within 10 business days of the contract date: (i)

create an Electronic Workspace;

(ii)

Populate the Electronic Workspace with Title Data, the date for completion, the Completion Time and, if applicable, Mortgagee Details;

(iii)

invite the purchaser and any Discharging Mortgagee to the Electronic Workspace; and

(iv)

procure that any Discharging Mortgagee join the Electronic Workspace.

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(b)

72.6

If the property comprises a lot or lots in an unregistered plan of subdivision, the vendor must, within 10 business days of registration of the plan of subdivision creating the lots: (i)

create an Electronic Workspace;

(ii)

Populate the Electronic Workspace with Title Data, the date for completion, the Completion Time and, if applicable, Mortgagee Details;

(iii)

invite the purchaser and any Discharging Mortgagee to the Electronic Workspace; and

(iv)

procure that any Discharging Mortgagee join the Electronic Workspace.

Response to vendor Within 2 business days of receiving an invitation from the vendor to join the Electronic Workspace, the purchaser must:

72.7

(a)

join the Electronic Workspace;

(b)

create and Populate an Electronic Transfer;

(c)

invite any Incoming Mortgagee to join the Electronic Workspace; and

(d)

procure that any Incoming Mortgagee join the Electronic Workspace.

Financial settlement To complete the financial settlement schedule in the Electronic Workspace: (a)

the purchaser must provide the vendor with Adjustment Figures at least 2 business days before the date for completion; and

(b)

the vendor must: (i)

confirm the Adjustment Figures; and

(ii)

Populate the Electronic Workspace with payment details,

at least 2 business days before the date for completion.

72.8

Signing of Electronic Documents At least 1 business day before the date for completion, the parties must ensure that:

72.9

(a)

all Electronic Documents which a party must Digitally Sign to complete the Electronic Transaction are Populated and Digitally Signed;

(b)

all certifications required by the ECNL are properly given; and

(c)

they do everything else in the Electronic Workspace which that party must do to enable the Electronic Transaction to proceed to completion.

Changes to Electronic Documents (a)

If, after the vendor has:

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(i)

confirmed the Adjustment Figures in accordance with clause 72.7(b)(i); or

(ii)

complied with the vendor’s obligations under clause 72.8,

and the purchaser: (iii)

requests an amendment to the Adjustment Figures;

(iv)

requests a change to an Electronic Document which has been Digitally Signed; or

(v)

requests an extension of the Completion Time or the date for completion,

the purchaser must pay on demand an amount of $250.00 (plus GST) for the legal costs incurred by the vendor in issuing new Adjustment Figures or Digitally Signing the Electronic Documents (or both), payable to the vendor’s solicitor on completion. (b)

72.10

Clause 72.9(a) is an essential term of this contract and an amount of $250.00 (plus GST) must be paid on and as a condition of completion.

Completion If completion takes place in the Electronic Workspace:

72.11

(a)

payment electronically on completion of the price in accordance with clause 16.7 is taken to be payment by a single settlement cheque;

(b)

the completion address in clause 16.11 is the Electronic Workspace; and

(c)

clauses 16.8, 16.12 and 16.13 do not apply.

System failure (a)

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, a failure to complete this contract for that reason is not default under this contract on the part of either party.

(b)

If the 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 normally, subject to clause 72.11(c) the parties must choose that financial settlement not occur.

(c)

If, notwithstanding clause 72.11(b) the vendor gives notice to the purchaser that financial settlement is to occur on or before 5.00pm on the date for completion: (i)

financial settlement must occur despite such failure;

(ii)

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 Lodgement 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

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settlement together with the right to deal with the land comprised in the Certificate of Title; and (iii)

72.12

after completion, the vendor is taken to have no legal or equitable interest in the property.

Prescribed Requirements A party who holds a Certificate of Title must act in accordance with any Prescribed Requirement in relation to the Certificate of Title but if there is no Prescribed Requirement, the vendor must serve the Certificate of Title after completion.

72.13