| 5.2 | If the Completion Date is before the issue of the CSC in respect of the Unit and the provisions in item 4 of the Payment Schedule apply, the Vendor shall serve the CSC relating to the Unit (or a certified copy thereof) on the Purchaser and on the same day, also the stakeholder. |
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| 5.3 | Subject to clause 5.10, the stakeholder must pay the sums due to the Vendor or as specified in accordance with the provisions in items 4 and 5 of the Payment Schedule on the date or within the period as provided therein. |
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| 5.4 | If the Purchaser desires to make deductions from the 5% of the Purchase Price held or to be held by the stakeholder under items 4 and 5 of the Payment Schedule, the Purchaser may serve on the stakeholder and Vendor in writing a notice of deductions from the Purchase Price. |
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| 5.5 | The Purchaser must serve the notice of deductions under clause 5.4 on the stakeholder and Vendor on the same day and at least 7 working days before the Final Payment Date. The Purchaser may serve such notice at any time and whether or not the said 5% of the Purchase Price referred to in clause 5.4 has been paid to the stakeholder. |
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| 5.6 | If the Vendor disputes all or any part of the deductions specified in the Purchaser’s notice of deductions under clause 5.4, the Vendor may serve on the stakeholder a notice stating the amount of deductions in dispute and the amount not in dispute, if any. |
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| 5.7 | The Vendor must serve the notice referred to in clause 5.6 on the stakeholder and the Purchaser on the same day and at least one working day before the Final Payment Date. |
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| 5.8 | If a notice of deductions referred to in clause 5.4 is duly served on the stakeholder in accordance with clause 5.5, or a notice referred to in clause 5.6 is duly served on the stakeholder in accordance with clause 5.7, then the stakeholder shall be entitled to — |
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| (a) | pay to the Vendor on the relevant due date or within the period as provided in item 4(a) or 5(a)(i) of the Payment Schedule, as the case may be, the amount of stakeholding money due as specified therein less the amount of deductions duly notified by the Purchaser under clause 5.4; |
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| (b) | pay to the Purchaser the amount of deductions notified under clause 5.4, less the amount disputed by the Vendor under clause 5.6, either on the same day or 7 working days after the Vendor’s notice referred to in clause 5.6, whichever is the later; and |
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| (c) | subject to clause 5.10, retain the amount disputed by the Vendor, pending the settlement of the dispute regarding the amount of deductions from the Purchase Price which the Purchaser is entitled to make under this Agreement. |
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| 5.9 | The Purchaser shall pay all instalments or amounts of the Purchase Price which are to be paid to the Vendor under items 1, 2 and 3 of the Payment Schedule by way of cheque or cashier’s order crossed “Account Payee only” drawn in favour of (name of project account opened with bank or finance company) or by telegraphic transfer to the aforesaid Project Account. |
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| 5.10 | All amounts payable to or by the Singapore Academy of Law under items 4 and 5 of the Payment Schedule must be paid in accordance with the relevant Rules made under the Singapore Academy of Law Act 1988. |
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| 5.11 | The interest or other income derived from any part of the Purchase Price held by the Singapore Academy of Law as stakeholder shall accrue to the Singapore Academy of Law. |
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| 5.12 | Every notice referred to in items 2 and 3 of the Payment Schedule must be accompanied by a copy of the requisite certificate of the qualified person engaged by the Vendor. |
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| 5.13 | The certificate of the Vendor’s qualified person is conclusive of the fact that the works specified in the certificate have been completed, and the Purchaser must accept a copy of the certificate without further objection or enquiry. |
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| 5.14 | The Vendor need not give the notices referred to in item 2(d), (e) and (f) of the Payment Schedule in that order but may give them in any order. |
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| 5.15 | Time shall be of the essence of this Agreement where payment of instalments of the Purchase Price is concerned. |
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| 6. | Late Payment of Instalments |
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| 6.1 | If the Purchaser fails to pay any or any part of any instalment according to clause 5 (other than any instalment or any part thereof to be paid by the stakeholder), the Purchaser shall pay interest on the unpaid amount to the Vendor until — |
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| (a) | the unpaid amount is paid; or |
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| (b) | the expiration of the repudiation notice period under clause 7.2, |
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| 6.2 | Interest on the unpaid amount referred to in clause 6.1 shall commence on the day immediately after expiry of the relevant period or the due date for payment provided in clause 5. |
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| 6.3 | The interest referred to in clause 6.1 shall be calculated on a daily basis at the rate of 2% per annum above the Base Rate. |
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| 7. | Repudiation by Purchaser |
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| 7.1 | The Vendor has the right to treat this Agreement as having been repudiated by the Purchaser if any or any part of any instalment or amount of the Purchase Price (not being an instalment or amount to be paid by the stakeholder) and interest remains unpaid for more than 14 days after the expiry of the relevant period or the due date for payment of the instalment or amount. |
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| 7.2 | To treat this Agreement as repudiated, the Vendor must give to the Purchaser not less than 21 days’ notice in writing of the Vendor’s intention to treat this Agreement as having been repudiated by the Purchaser. |
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| 7.3 | This Agreement shall be treated as annulled after the notice period referred to in clause 7.2 has expired unless the unpaid instalments or amounts and interest are paid within the notice period. |
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| 7.4 | Once this Agreement is annulled, the Vendor has the right to — |
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| (a) | where vacant possession of the Unit has been delivered to the Purchaser, re‑enter upon and resume possession of the Unit and all interests therein; |
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| (b) | resell or otherwise dispose of the Unit as if this Agreement had not been entered into; |
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| (c) | recover from the instalments and amounts (excluding interest) previously paid by the Purchaser all interest, property tax, maintenance charges and other amounts owing and unpaid under this Agreement as at the date of annulment as well as all costs and expenses legal or otherwise incurred by the Vendor in relation to the recovery of possession of the Unit referred to in clause 7.4(a); |
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| (i) | the leasehold estate referred to in clause 2 commences before 1 January 2014, forfeit and keep 20% of the Purchase Price from the instalments (excluding interest) previously paid by the Purchaser; or |
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| (ii) | the leasehold estate referred to in clause 2 commences on or after 1 January 2014, forfeit and keep 5% of the Purchase Price from the instalments (excluding interest) previously paid by the Purchaser; and |
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| (e) | if the instalments (excluding interest) previously paid by the Purchaser are not sufficient to cover the amounts referred to in clause 7.4(c) and (d), claim and recover from the Purchaser any shortfall in such amounts together with all costs and expenses (including legal costs) incurred by the Vendor in relation to such claim. |
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| 7.5 | After deducting the amounts referred to in clause 7.4(c) and (d) from the instalments previously paid by the Purchaser and provided that the Purchaser shall have furnished to the Vendor evidence that all caveats or encumbrances registered or lodged against the Unit by the Purchaser or any person claiming through the Purchaser have been withdrawn or cancelled, the Vendor must refund the balance of those instalments not more than 21 days after one of the following dates, whichever is the later: |
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| (a) | the date this Agreement is annulled; or |
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| (b) | where vacant possession of the Unit has been delivered to the Purchaser, the date vacant possession of the Unit is returned to or recovered by the Vendor. |
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| | Upon such refund to the Purchaser, neither party shall have any further claim against each other. |
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| 7.6 | If the Vendor does not refund the balance of the instalments in accordance with clause 7.5, the Vendor shall pay interest on the unrefunded balance to the Purchaser until the unpaid balance is paid. |
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| 7.7 | The interest payable under clause 7.6 shall commence on — |
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| (a) | the 22nd day after the relevant date mentioned in clause 7.5(a) or (b) if the evidence of withdrawal or cancellation of the caveats or encumbrances mentioned in clause 7.5 is provided to the Vendor prior to the 22nd day; or |
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| (b) | the day immediately after such evidence of withdrawal or cancellation of caveats or encumbrances is provided to the Vendor if it is provided only on or after the 22nd day; |
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| | and such interest shall be calculated on a daily basis at the rate of 2% per annum above the Base Rate. |
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| 8.1 | The title to the land on which the Unit is to be built shall be properly deduced. |
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| 8.2 | The Purchaser may not ask for the delivery or production of deeds not in the Vendor’s possession nor may he raise any requisition on or objection to them. |
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| 8.3 | The share value allotted to the Unit in the schedule of strata units filed with and accepted by the Commissioner of Buildings under the Building Maintenance and Strata Management Act 2004 is as stated in item 9 of the Second Schedule. The Purchaser’s share of maintenance charges for the common property of the Housing Project shall be as stated in item 10 of the Second Schedule. |
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| 9.1 | The Vendor must as soon as possible build the Unit, together with all common property of the Building and the Housing Project in a good and workmanlike manner according to the Specifications and the plans approved by the Commissioner of Building Control and other relevant authorities. |
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| 9.2 | The Vendor shall at his own cost and expense — |
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| (a) | build the roads, driveways, drains, culverts and sewerage mains and (if any) gas mains serving the Unit and Housing Project according to the requirements and specifications of the Commissioner of Building Control and other relevant authorities; and |
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| (b) | lay all necessary water, electricity and sewerage mains and (if any) gas mains to serve the Unit and the Housing Project and cause the internal mains and the sanitary installations of the Unit to be connected to the water, electricity and sewerage mains and, if applicable, the gas mains of the various relevant authorities or the sewerage treatment plant of the Housing Project. |
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| 9.3 | The Vendor must obtain all the necessary consents and approvals of the Commissioner of Building Control and other relevant authorities for the construction of the Building and Housing Project, and must comply with all the requirements of the Commissioner of Building Control and other relevant authorities for the construction of the Unit. |
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| 9.4 | The Vendor must at his own expense obtain the Subsidiary Strata Certificate of Title for the Unit in the Building except where the Registrar of Titles gives a direction that no Subsidiary Strata Certificate of Title will be issued for the units in the Building. |
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| 9.5 | The Vendor must at his own expense obtain the approval of the Competent Authority under the Planning Act 1998 for the subdivision of the Housing Project, but any delay in obtaining the approval is not to be a ground for the Purchaser to delay any payment due under clause 5 or 6. |
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| 10. | Purchaser’s Obligations |
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| 10.1 | The Purchaser must pay for all turning on fees for the supply of water and electricity and gas (if any) to the Unit. |
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| 10.2 | Where the CSC has not been issued for the Unit, the Purchaser shall not, without the prior written consent of the Vendor, carry out or cause to be carried out any alterations or additions to the Unit which result in the Unit not having been constructed according to the plans and specifications approved by the Commissioner of Building Control. |
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| 11.1 | The Vendor must conduct or cause to be conducted all necessary title surveys relating to the subdivision of the Building and Housing Project and to the preparation of strata certified plans in respect of the Unit. |
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| 11.2 | The Vendor and Purchaser shall contribute in the following proportions to meet the expenses (exclusive of goods and services tax) for the title surveys and the preparation of strata certified plans referred to in clause 11.1: |
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| | | |
| | | | A proportion of the balance 50% which is equal to the proportion the share value allotted to the Unit bears to the aggregate share value for the Housing Project. |
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| 11.3 | The registered land surveyor engaged by the Vendor to conduct the title surveys and to prepare the strata certified plans shall certify the amount of contribution payable by the Purchaser. The surveyor’s certificate shall be final and conclusive as to the amount of contribution payable by the Purchaser. |
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| 11.4 | The Purchaser shall on demand pay to the Vendor the amount of contribution certified under clause 11.3 and all goods and services tax charged by law on the supply of the surveyor’s services. |
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| 12. | Delivery of Possession |
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| 12.1 | The Vendor must deliver vacant possession of the Unit to the Purchaser within both of the following dates: |
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| (a) | no later than _______ (the Vacant Possession Date); |
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| (b) | no later than 21 days commencing after the date of receipt from the Purchaser of payment of the instalment referred to in item 3 of the Payment Schedule. |
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| 12.2 | Before delivering vacant possession of the Unit to the Purchaser, the Vendor must ensure that the Unit has been completed so as to be fit for occupation and must remove all surplus material and rubbish from the Unit, the Building and the Housing Project. |
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| 12.3 | The Vendor must, upon delivery of vacant possession of the Unit to the Purchaser, also deliver the following to the Purchaser: |
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| (a) | a Notice of Vacant Possession in respect of the Unit (the Vendor must specify in the Notice of Vacant Possession, the date on which vacant possession of the Unit is delivered to the Purchaser); |
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| 5(b) | a Homeowner User Manual relating to the prefabricated bathroom unit provided in the Unit. |
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| 12.4 | The Vendor shall, subject to clauses 12.5 and 12.6, pay to the Purchaser liquidated damages if vacant possession of the Unit is delivered to the Purchaser after the date mentioned in clause 12.1(a) or (b). |
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| 12.5 | The Vendor shall not be liable to pay liquidated damages to the Purchaser under clause 12.4 if vacant possession of the Unit is delivered to the Purchaser within the 21 days as provided in clause 12.1(b) but after the Vacant Possession Date as provided in clause 12.1(a) if — |
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| (a) | the documents specified under item 3 of the Payment Schedule are given to the Purchaser at least 36 days before the Vacant Possession Date; and |
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| (b) | the Purchaser has not paid the instalment referred to in item 3 of the Payment Schedule within 14 days after receiving such documents as provided therein. |
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| 12.6 | The Vendor shall also not be liable to pay liquidated damages to the Purchaser under clause 12.4 if the delay in delivering vacant possession of the Unit after the date mentioned in clause 12.1(a) or (b) is due to the following: |
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| (a) | the Purchaser requests for or agrees to the delivery of vacant possession of the Unit to him at a later date; or |
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| (b) | for any reason for which the Vendor is not responsible, the Purchaser does not take delivery of vacant possession of the Unit until a later date. |
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| 12.7 | Liquidated damages under clause 12.4 are to be calculated on a daily basis at the rate of 10% per annum on the total sum of all the instalments paid by the Purchaser towards the Purchase Price, and are payable commencing on the start date until vacant possession of the Unit is delivered to the Purchaser. |
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| 12.8 | For the purposes of clause 12.7, “start date” means — |
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| (a) | where clause 12.1(a) is breached, the date immediately after the Vacant Possession Date; |
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| (b) | where clause 12.1(b) is breached, the date immediately after the 21 days referred to therein; or |
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| (c) | where both clauses 12.1(a) and (b) are breached, the earlier of the dates referred to in paragraphs (a) and (b) of this clause. |
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| 12.9 | Any liquidated damages payable to the Purchaser under clause 12.4 may be deducted from any instalment of the Purchase Price due to the Vendor. |
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| 13.1 | The Purchaser shall pay to the Vendor maintenance charges for the maintenance of the common property of the Housing Project and the provision of cleaning and other services starting on — |
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| (a) | the date the Vendor actually delivers vacant possession of the Unit to the Purchaser; or |
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| (b) | the 15th day after the Purchaser receives the documents specified under item 3 of the Payment Schedule, |
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| | whichever is the earlier. |
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| 13.2 | The amount of the maintenance charges payable shall be as approved by the Commissioner of Buildings. |
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| 13.3 | The Purchaser must also pay to the Vendor all goods and services tax charged by law on the supply of maintenance, cleaning and other services referred to in clause 13.1. |
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| 13.4 | The maintenance charges for the first 6 months and the goods and services tax in relation to those charges are to be paid in advance in one lump sum, and are subsequently to be paid quarterly in advance. |
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| 13.5 | The Purchaser shall continue to pay to the Vendor the maintenance charges and any goods and services tax relating to it until such time the management corporation of the Housing Project takes over from the Vendor the function of maintaining the Housing Project and the provision of cleaning and other services. |
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| 13.6 | If any part of the maintenance charges or goods and services tax is not paid at the end of 14 days after it is due, the Purchaser must then pay interest calculated on a daily basis at 2% per annum above the Base Rate on such unpaid amount until such time as it is paid. |
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| 14. | Changes from Specifications and Plans |
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| 14.1 | In the course of erecting the Unit, the Vendor shall ensure that — |
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| (a) | no change to the Specifications or approved plans for or relating to the Unit shall be made unless — |
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| (i) | they have been agreed to by the Purchaser and, where required, approved by the Commissioner of Building Control and other relevant authorities; or |
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| (ii) | they are required by the Commissioner of Building Control or other relevant authorities; and |
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| (b) | no substantive changes to the approved plans (including but not limited to substantive changes to location, size and dimensions) for or relating to main or key facilities, structures, buildings or areas comprised in the common property of the Housing Project (like guard house, bin centre, electrical sub‑station, car park, carparking lots, swimming pool, children’s playground or area, tennis courts and courts or areas for other ball games, clubhouse or function room, barbeque pits or area, vehicular entrance and exit to the Housing Project or car park, etc.) of the Housing Project shall be made — |
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| (A) | notice of the changes is given to all the purchasers of the sold units in the Housing Project as at the date of the notice; |
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| (B) | no objection in writing is received from any of the purchasers of these sold units within 21 days after the date of the notice; and |
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| (C) | the changes are, where required, approved by the Commissioner of Building Control and other relevant authorities; or |
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| (ii) | unless the changes are required by the Commissioner of Building Control or other relevant authorities. |
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| 14.2 | The Purchaser need not pay for the cost of any such changes. |
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| 14.3 | In the event that any such change involves the substitution or use of cheaper materials or an omission of any works or a reduction in the scale of works originally agreed to be carried out by the Vendor, the Purchaser shall be entitled to a corresponding reduction in the Purchase Price or to damages. |
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| 14.4 | Where any objection in writing to any substantive change to the approved plans for or relating to the common property is received from the Purchaser under clause 14.1(b)(i), the Vendor may give to the Purchaser not less than 21 days’ notice in writing of the Vendor’s intention to annul this Agreement. |
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| 14.5 | This Agreement shall be treated as annulled immediately after the notice period referred to in clause 14.4 expires unless the Purchaser notifies the Vendor in writing of the withdrawal of his objection before expiry of the notice period. |
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| 14.6 | Where the Purchaser notifies the Vendor of the withdrawal of his objection before expiry of the notice period referred to in clause 14.4, he shall be deemed not to have objected within the 21 days specified under clause 14.1(b)(i) to the substantive change to the approved plans for or relating to the common property with respect to which his objection is given. |
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| 14.7 | Once this Agreement is annulled, the Vendor shall refund (without interest) to the Purchaser all instalments of the Purchase Price (excluding interest thereon, if any) previously paid by the Purchaser and subject to clause 14.8, also pay (without interest) to the Purchaser the amount of ad valorem duty paid on the purchase of the Unit by the Purchaser under the Stamp Duties Act 1929 no later than 21 days after one of the following dates, whichever is the latest: |
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| (a) | the date this Agreement is annulled; |
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| (b) | the date on which evidence of the withdrawal or discharge of the last remaining caveat, mortgage, charge and other encumbrance lodged against the Unit by or on behalf of the Purchaser and any mortgagee, chargee or other encumbrancer of the Purchaser is given to the Vendor; or |
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| (c) | where vacant possession of the Unit has been delivered to the Purchaser, the date vacant possession of the Unit is returned to the Vendor. |
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| 14.8 | The Vendor shall not be required to pay to the Purchaser the ad valorem duty referred to in clause 14.7 (or any part thereof) if the Purchaser is entitled to a refund thereof under the provisions of the Stamp Duties (Aborted Sale and Purchase Agreements) (Remission) Rules 2005, or under any other written law. |
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| 14.9 | Upon the refund and payment by the Vendor under clause 14.7, neither party shall have further claims against each other and the Vendor shall have the right to resell or otherwise dispose of the Unit as if this Agreement had not been entered into. |
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| 14.10 | Notwithstanding clause 14.3, where any change to the Specifications and approved plans for or relating to the Unit is initiated and requested by the Purchaser and agreed by the Vendor, any reduction in the Purchase Price or the payment of any compensation or cost due to or arising from such change shall be agreed to by the Vendor and the Purchaser. |
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| 14.11 | The following shall not, by themselves, be treated as an objection to any substantive change in the approved plans for or relating to the common property entitling the Vendor to annul this Agreement under this clause: |
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| (a) | a dispute by a Purchaser as to whether the conditions set out in clause 14.1(b)(i) for making any substantive change to the approved plans have been satisfied; or |
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| (b) | a claim by a Purchaser to any reduction in Purchase Price or to damages under clause 14.3, or a dispute by the Purchaser as to the amount of such reduction in the Purchase Price or such damages. |
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| 15. | Certificate of Statutory Completion (CSC) |
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| 15.1 | The Vendor must at his own cost and expense do everything necessary to procure the issue of the CSC for the Unit, and must produce that CSC or a certified copy thereof to the Purchaser once it is issued. |
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| 15.2 | At any time after delivery of vacant possession of the Unit to the Purchaser but before the issue of the CSC for the Unit, the Vendor and his workmen or agents have the right to make such alterations and additions to the Unit as may be required by the Commissioner of Building Control, and the Purchaser agrees to grant them access to the Unit at reasonable times for that purpose. |
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| 15.3 | If the issue of a CSC in respect of the Unit is refused, withheld or delayed owing to any alteration or addition carried out or caused to be carried out by the Purchaser without the Vendor’s prior written consent, or some other act or omission by the Purchaser, the Vendor may by notice in writing require the Purchaser to take such measures within 30 days of that notice as are necessary to enable the Vendor to obtain the CSC. |
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| 15.4 | If the Purchaser does not comply with the Vendor’s notice under clause 15.3, the Vendor and his workmen or agents have the right to enter the Unit to make such necessary alterations and additions to the Unit as may be required by the Commissioner of Building Control, and to recover from the Purchaser the cost of the alterations and additions (including any goods and services tax payable thereon). |
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| 16.1 | The Vendor must give to the Purchaser a Notice to Complete requiring completion of the sale and purchase of the Unit in accordance with this clause no later than ___________ or 3 years after the date of delivery of vacant possession of the Unit, whichever is the earlier. |
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| 16.2 | Completion must take place 14 days after the Purchaser receives the Vendor’s Notice to Complete. |
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| 16.3 | The completion of the sale and purchase of the Unit shall take place at the office of the Vendor’s solicitors. |
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| 16.4 | On completion, the Vendor must execute a proper conveyance to the Purchaser of the Unit. The Vendor must also deliver to the Purchaser a duplicate Subsidiary Strata Certificate of Title for the Unit in the Building unless the Registrar of Titles has directed that no Subsidiary Strata Certificate of Title will be issued for the units in the same Building. The conveyance shall be prepared by and at the expense of the Purchaser. |
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| 16.5 | If for any reason the Vendor does not give a Notice to Complete by the date specified in clause 16.1, the Vendor must pay to the Purchaser liquidated damages. |
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| 16.6 | Liquidated damages under clause 16.5 are to be calculated on a daily basis at the rate of 10% per annum on the total instalments paid by the Purchaser towards the Purchase Price, and shall commence on the date immediately after the date specified in clause 16.1 until the date the Notice to Complete is actually given to the Purchaser. |
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| 16.7 | Any liquidated damages payable to the Purchaser under clause 16.5 may be deducted from any instalment of the Purchase Price due to the Vendor. |
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| 16.8 | Notwithstanding completion of the purchase of the Unit, the terms of this Agreement which are not fulfilled shall remain in effect as between the Vendor and Purchaser. |
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| 17. | Defects Liability Period |
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| 17.1 | The Vendor must make good at his own cost and expense any defect in the Unit, the Housing Project, or the common property which becomes apparent within the defects liability period, namely, the period of 12 months after — |
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| (a) | the date the Vendor actually delivers vacant possession of the Unit to the Purchaser; or |
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| (b) | the 15th day after the Purchaser receives the documents specified under item 3 of the Payment Schedule, |
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| | whichever is the earlier. |
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| 17.2 | The Vendor must make good any such defect within one month of his receiving a notice from the Purchaser requiring the Vendor to make good such defect, failing which the Purchaser may notify the Vendor in writing of the following: |
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| (a) | the estimated cost of carrying out the rectification works as indicated in a quotation of the charges for those works from a building or renovation contractor; and |
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| (b) | the Purchaser’s intention to cause the rectification works to be done by his own workmen, agents or contractors if the Vendor fails to carry out those works within 14 days immediately after the date of the notice. |
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| 17.3 | The Purchaser’s notice referred to in clause 17.2 must be given to the Vendor together with a copy of the quotation of the building or renovation contractor referred to in clause 17.2(a). |
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| 17.4 | If the Vendor, after having been duly notified under clause 17.2, fails to carry out the rectification works to make good the defect within the specified time, the Purchaser has the right to cause the rectification works to be carried out and to recover from the Vendor the cost of those rectification works. The Purchaser may deduct the cost of those rectification works from the sum held by the Singapore Academy of Law as stakeholder for the Vendor for this purpose. |
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| 17.5 | This clause does not excuse the Vendor from his obligations under clause 15. |
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| 18. | Errors, omissions and misdescription |
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| 18.1 | On the execution of this Agreement, the Vendor shall furnish to the Purchaser a copy of a certificate issued by a registered land surveyor certifying that the area of the Unit is the area derived from the dimensions shown on the plans approved by the Commissioner of Building Control and other relevant authorities. |
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| 18.2 | Any error, omission or misdescription of the area of the Unit does not invalidate this Agreement nor does it give the Purchaser the right to be discharged from the purchase, but should any such error, omission or misdescription of the area be discovered on completion of the title survey as approved by the Chief Surveyor, the Purchaser has the right to an adjustment of the Purchase Price calculated in accordance with clause 18.3. |
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| 18.3 | Where, on completion of a title survey as approved by the Chief Surveyor, the area of the Unit is ascertained to be less than the area stated in this Agreement, the Purchase Price shall be reduced as follows: |
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| | | |
| | (a) | Not more than 3% of the area stated in this Agreement |
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| | |
| | (b) | More than 3% of the area stated in this Agreement |
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| | | Reduction at the rate of the Unit Purchase Price for every square metre (or part thereof) of deficiency which is in excess of 3% of the area stated in this Agreement. |
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| | Any adjustment of the Purchase Price under this clause shall be made on Completion Date and may be deducted from any instalment of the Purchase Price due to the Vendor under item 4 or 5 of the Payment Schedule, as the case may be. |
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| 18.4 | The Vendor does not have the right to any adjustment in the Purchase Price if, on completion of the title survey as approved by the Chief Surveyor, it is discovered that the area of the Unit is more than the area stated in this Agreement. |
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| 19. | Non-compliance with Executive Condominium Housing Scheme Act 1996 |
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| 19.1 | Notwithstanding any other provision in this Agreement but subject to clause 19.6, the Vendor shall terminate this Agreement if at any time — |
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| (a) | the Purchaser has contravened section 5(1) or 7(1)(a) of the Executive Condominium Housing Scheme Act 1996; or |
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| (b) | the Purchaser is not eligible or has ceased to be eligible to purchase the Unit under the Executive Condominium Housing Scheme Act 1996 and the regulations made thereunder. |
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| 19.2 | To terminate this Agreement under this clause, the Vendor must serve a notice in writing on the Purchaser giving not less than 21 days’ notice (referred to in this clause as the “notice period”) of the termination. |
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| 19.3 | This Agreement will be treated as terminated after the notice period has expired unless the Purchaser regains eligibility to purchase the Unit before the expiry of the notice period. |
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| 19.4 | Subject to clause 19.6, once this Agreement is terminated under this clause, the Vendor has the right to — |
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| (a) | where vacant possession of the Unit has been delivered to the Purchaser, re‑enter upon and resume possession of the Unit and all interests therein; |
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| (b) | resell or otherwise dispose of the Unit as if this Agreement had not been entered into; and |
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| (i) | the leasehold estate referred to in clause 2 commences before 1 January 2014, forfeit and keep 20% of the Purchase Price from the instalments (excluding interest) previously paid by the Purchaser; or |
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| (ii) | the leasehold estate referred to in clause 2 commences on or after 1 January 2014, forfeit and keep 5% of the Purchase Price from the instalments (excluding interest) previously paid by the Purchaser. |
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| 19.5 | Termination of this Agreement shall not affect any rights or obligations of the parties which may have accrued prior to termination, nor shall it affect the coming into or continuance in force of any provisions of this Agreement which are expressly or by implication, intended to come into force or continue in force after termination. |
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| 19.6 | Where the Purchaser is not eligible or has ceased to be eligible to purchase the Unit because he does not satisfy regulation 3 of the Executive Condominium Housing Scheme (Eligibility) Regulations 1996, the Vendor shall not have the rights under clause 19.4 if the following occur within the grace period: |
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| (a) | where there is only one Purchaser of the Unit, the Vendor has received — |
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| (i) | written notice by the Purchaser that he is able and willing to continue with the purchase of the Unit by forming another nucleus family; and |
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| (ii) | the relevant documents required by the Vendor to process the change in the nucleus family to enable the Purchaser to continue with the purchase of the Unit; or |
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| (b) | where there is more than one Purchaser of the Unit, the Vendor has received — |
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| (i) | written notice by one of the Purchasers that he is able and willing to continue with the purchase of the Unit by forming another nucleus family; |
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| (ii) | the relevant documents required by the Vendor to process the change in the nucleus family to enable that Purchaser to continue with the purchase of the Unit; and |
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| (iii) | written notification from each of the other Purchasers that they agree that the Purchaser referred to in sub‑paragraphs (i) and (ii) may continue with the purchase of the Unit under the new nucleus family. |
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| 19.7 | For the purposes of clause 19.6 — |
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| (a) | a period of 3 months after the date on which the Purchaser has given the Vendor written notification that the Purchaser is unable to continue with the purchase of the Unit because the Purchaser is not or ceases to be eligible to purchase the Unit; or |
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| (b) | such longer period as the Vendor may agree or as the Minister may determine; |
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| “nucleus family” has the same meaning as in the Executive Condominium Housing Scheme (Eligibility) Regulations 1996. |
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| 20. | Restrictions on use and enjoyment pending formation of management corporation |
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| | The Purchaser agrees to comply with the restrictions specified in the Third Schedule starting on the date he takes possession of the Unit until the management corporation of the Housing Project takes over from the Vendor the functions of managing and maintaining the Housing Project. |
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| 21.1 | This Agreement is personal to the Purchaser. |
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| 21.2 | The Purchaser agrees not to assign this Agreement or transfer in any way any of his rights or obligations under this Agreement to any other person except in accordance with the Executive Condominium Housing Scheme Act 1996. |
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| 21.3 | The Purchaser also agrees not to mortgage the unit or any part thereof except with the prior written consent of the Vendor. |
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| 21.4 | The Purchaser agrees that when he assigns this Agreement or transfers any of his rights or obligations under this Agreement in the circumstances allowed by clause 21.2, he will impose on his assignee the terms and conditions and covenants in this Agreement which are executory at the time of assignment. |
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| 22.1 | The Purchaser shall, starting on the date immediately after the date of receipt of the documents specified under item 3 of the Payment Schedule, be responsible for payment of all property tax and other outgoings levied in respect of the Unit, and must on demand reimburse the Vendor for all such property tax and outgoings which may have been paid by the Vendor for any period immediately after the said date. |
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| 22.2 | Where any property tax and other outgoings levied in respect of the Unit for any period up to the date of receipt of the documents specified under item 3 of the Payment Schedule have been paid by the Purchaser, the Vendor must on demand reimburse the Purchaser for all such property tax and outgoings apportioned up to (and including) that date. |
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| 22.3 | The Purchaser must pay to the Vendor all goods and services tax charged by law on the supply of any goods or services under this Agreement. |
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| 22.4 | The Purchaser must on demand pay to the Vendor goods and services tax either — |
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| (a) | within the time stated in this Agreement for the payment of such goods and services supplied; or |
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| (b) | in whatever manner required by law or by the Comptroller of Goods and Services Tax. |
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| 22.5 | If such goods and services tax remains unpaid when due, the Purchaser must pay interest (calculated on a daily basis at the rate of 2% per annum above the Base Rate) on the unpaid tax starting on the day after it becomes due until such time as it is paid. |
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| 23.1 | The Vendor and Purchaser agree that before they refer any dispute or difference relating to this Agreement to arbitration or court proceedings, they shall consider resolving the dispute or difference through mediation at the Singapore Mediation Centre in accordance with the prevailing prescribed forms, rules and procedure. |
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| 23.2 | This clause does not amount to a legal obligation on the part of either the Vendor or Purchaser to attempt mediation as a means of resolving their dispute or difference. |
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| 24. | Sub-purchaser may exercise rights of Purchaser under clause 17 |
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| 24.1 | This clause applies where after the sale and purchase of the Unit is completed in accordance with clause 16, the Purchaser sells the Unit to a person (referred to in this clause as the “sub‑purchaser”). |
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| 24.2 | If on the date of transfer of title of the Unit by the Purchaser to the sub‑purchaser the defects liability period under clause 17 has not expired, the Vendor agrees that — |
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| (a) | the Vendor shall perform all its obligations under clause 17 as if the sub‑purchaser is the Purchaser; and |
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| (b) | the sub-purchaser may exercise all rights under clause 17 as if the sub‑purchaser is the Purchaser. |
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| 24.3 | If the Vendor has received any notice from the Purchaser under clause 17.2 requiring the Vendor to make good any defect in the Unit, the Housing Project or the common property and the Vendor has not made good the defect at the date of transfer of title of the Unit by the Purchaser to the sub‑purchaser, the Vendor agrees that — |
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| (a) | the Vendor shall perform all its obligations under clause 17 in respect of that defect as if the sub‑purchaser is the Purchaser; and |
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| (b) | the sub-purchaser may exercise all rights under clause 17 in respect of that defect as if the sub‑purchaser is the Purchaser. |
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| 24.4 | Where the right to cause rectification works to be carried out and to recover from the Vendor the cost of those rectification works — |
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| (a) | is exercised by the Purchaser under clause 17.4 prior to the date of transfer of the title of the Unit by the Purchaser; or |
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| (b) | is exercised by a sub-purchaser under clause 24.2 or 24.3, |
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| | the sub-purchaser shall be entitled to the same extent as the Purchaser — |
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| (i) | to serve a notice of deductions from the Purchase Price under clause 5.4 on the stakeholder and Vendor; and |
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| (ii) | to be paid the amount of deductions under clause 5.8, including such amount of deductions notified under clause 5.4 by the Purchaser serving a notice of deductions on the stakeholder and Vendor, prior to the date of transfer of title of the Unit. |
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| 25. | Exclusion of Contracts (Rights of Third Parties) Act 2001 |
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| 25.1 | Except and to the extent as provided in clause 24, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any of its terms. |
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| 25.2 | For the purpose of this clause, the definition of “person” includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of a state (in each case whether or not having separate legal personality). |
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| 25.3 | This clause shall not exclude the power of the Minister for National Development, or any other person or body appointed by the Minister, from exercising any of their rights under this Agreement or any written law. |
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| 26. | Miscellaneous provisions |
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| | Any of the following provisions (A to H) may, if applicable, be inserted in this Agreement if the condition, restriction or requirement stated therein is imposed by any relevant competent authority in the grant of permission, approval or clearance for or in relation to the carrying out of the Housing Project. |
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| A | 6Balconies, rooftops, reinforced concrete flat roofs, open trellises reinforced concrete ledges, planter boxes, and car parks |
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| | The Purchaser acknowledges that he is aware that — |
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| (a) | the balconies (if any) in the Unit cannot be converted for any other uses for any reason whatsoever unless prior written approvals of the relevant competent authority and the Vendor or the management corporation (when formed) are first obtained; |
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| (b) | no structures or uses (other than the use as approved by the relevant competent authority) are allowed on the rooftop of the Unit or Housing Project unless prior written approvals of the relevant competent authority and the Vendor or the management corporation (when formed) are first obtained; |
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| (c) | access to all reinforced concrete flat roofs in the Housing Project is prohibited save for maintenance purposes by the Vendor or the management corporation (when formed) or in times of emergency; |
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| (d) | the open trellises on the roof of the Unit or Housing Project are not to be enclosed or roofed over unless prior written approval of the relevant competent authority is first obtained; |
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| (e) | the area below the open trellises on the roof of the Unit or Housing Project shall not be converted to usable space unless prior written approval of the relevant competent authority is first obtained; |
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| (f) | all reinforced concrete ledges (e.g. air-conditioning condenser ledges) in the Unit and Housing Project shall not be converted for any other uses unless prior written approval of the relevant competent authority is first obtained; |
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| (g) | the approved planter boxes in the Unit are not to be converted to balcony space unless prior written approvals of the relevant competent authority and the Vendor or the management corporation (when formed) are first obtained; and |
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| (h) | the open car parks in the Housing Project shall not be roofed over in any way unless prior written approval of the relevant competent authority is first obtained. |
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| | The Purchaser acknowledges that he is aware that the carparking lots in the Housing Project, regardless of whether they form part of the common property of the Housing Project or part of the Unit, are to be used solely for the purpose of carparking only and no other purposes (including the carrying out of car repair works) unless prior written approvals of the relevant competent authority and the Vendor or the management corporation (when formed) are first obtained. |
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| C | 6Landscaped Deck/Landscaped Communal Area/Sky Terrace |
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| | The Purchaser acknowledges that he is aware that the landscaped deck/landscaped communal area/sky terrace in the Housing Project shall be landscaped and kept for communal use only as shown in the plans approved under the Planning Act 1998 and shall not be enclosed or converted for other uses unless the prior written approvals of the relevant competent authority and the Vendor or the management corporation (when formed) are first obtained. |
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| D | 6External Staircase and Roof Terrace |
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| | The Purchaser acknowledges that he is aware that no enclosure, shelter, roof, cover or any structure whatsoever may be erected or constructed over or for any of the following within the Housing Project: |
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| (a) | the uncovered external staircases; |
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| (b) | the open roof terraces and other roof terraces. |
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| E | 6Roofing Over/Enclosing Private Enclosed Space, Open Terrace, Roof Garden and Balcony |
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| | The Purchaser acknowledges that he is aware that the private enclosed space(s) and/or open terrace(s) and/or roof garden(s) and/or balcony(ies) in the Unit (collectively known as the “Open‑Air Spaces”) (if any) are designed and intended to be open to the sky/open‑air spaces and that the Purchaser shall therefore not be entitled to cause or require the Open‑Air Spaces (if any) to be roofed over or enclosed in any manner or form unless the prior written approvals of the relevant competent authorities and the Vendor or the management corporation (when formed) are first obtained, nor shall he be entitled to raise objections to the fact that the Open‑Air Spaces (if any) is/are open to the sky. |
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| | The Purchaser acknowledges that he is aware that the tree planting strips in the Housing Project are and shall remain as part of the communal open space and cannot be fenced up and/or included as part of the Unit. |
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| | The Purchaser acknowledges that he is aware that no openings may be made along the common party walls unless the prior written approval of the relevant competent authority is first obtained. |
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| | 6Gondola supports/brackets and/or metal platforms (collectively “gondolas”) (if any and if applicable) may be provided at the 6external wall, planter, air-conditioning condenser ledge, roof terrace, balcony of some of the Units in the 1Building/Housing Project for the installation of gondolas. |
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| | The Purchaser acknowledges that in respect of the Unit he shall allow access to and facilitate space for the Vendor or the management corporation (when formed) in relation to the matters mentioned in this clause for the purposes of carrying out cyclical maintenance, repair, upkeep and cleaning work to the building facade of the Housing Project. |
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| | This Agreement is governed by Singapore law. |
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| | SIGNED by or for the VENDOR |
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| | __________________________ |
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| | SIGNED by or for the PURCHASER |
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| | __________________________ |
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