AUSTINS FERRY • HOBART
Subdivision Sale Agreement
231, 241 and 261 Main Road, Austins Ferry
Level 2, 179 Murray Street, HOBART TAS 7000
P: (03) 6235 5155
F: (03) 6231 0352
Ref: DAS (182386)
TABLE OF CONTENTS
Agreed terms ...5
1 Agreement to sell and buy ...5
2 Purchase Price and deposit ...5
2.1 Purchase Price ...5
3 Completion ...5
3.1 Completion date ...5
3.2 Possession ...5
4 Easements and covenants ...5
5 Title ...5
6 Payment and apportionment of charges ...5
6.1 Payment ...5
6.2 Apportionment ...5
6.3 Land tax ...6
6.4 Apportionment of land tax if no separate assessment issued ...6
6.5 Apportionment of rates if no separate assessment issued ...6
6.6 Supplemental rates and outgoings ...6
7 Purchaser's default ...6
7.1 Default ...6
7.2 Interest ...6
7.3 Time of the essence ...6
8 Nominee ...7 8.1 Nomination...7 8.2 Liability ...7 9 Removal of goods ...7 9.1 Removal ...7 9.2 Liability ...7 9.3 Indemnity ...7 9.4 Final works ...7
10 Joint and several liability ...7
11 Rights after completion ...7
12 Notices ...7
13 Issue of title ...8
13.1 Time for issue of title ...8
13.2 Cancellation of Agreement ...8 14 Schedule of Easements ...8 15 Variations ...8 15.1 Draft plan ...8 15.2 Variations ...8 16 Fencing ...8
17 Specific covenants and easements ...9
18 GST ...9
18.1 Purchase Price inclusive of GST ...9
18.2 Definitions ...9
19 Design Guidelines... 10
Signing page ... 11
Annexure A ... 12
Date The day of 20
Parties Vendor and Purchaser
Name Austins Ferry Tasmania Pty Ltd
ABN 50 143 941 413
Address c/- Rankin & Young, 53 Beetham Parade, Rosanna, Victoria, 3084
The person or persons named in Item 1 of the Schedule
Item 1 Purchaser Name/s: ...
Address: ... Email: ...
Item 2 Property ALL THAT piece or parcel of land shown as Lot ...
on the Plan annexed to this Agreement and comprising approximately ... square metres Item 3 Purchase Price
The sum of $ ...
Item 4 Deposit The sum of $ ...
(10% of the total shown in Item 3)
Item 5 Purchaser’s solicitor Name/s: ... Address: ... Email: ...
Agreement to sell and buy
The Vendor agrees to sell, and the Purchaser agrees to buy, free from encumbrances the Vendor’s property described in Item 2 of the Schedule (Property).
Purchase Price and deposit
2.1 Purchase Price
The Purchase Price is the amount set out in Item 3 of the Schedule and is payable as follows: (a) a deposit in the amount set out in Item 4 of the Schedule to Knight Frank Hobart as
stakeholder upon signing this Agreement; and
(b) the balance, either in cash or by a cheque drawn by a bank, on completion.
This Agreement will be completed on or before 14 days after satisfaction of clause 13 (Issue of title).
On completion the Vendor must ensure that the Purchaser obtains vacant possession of the Property.
Easements and covenants
The Property is sold:
(a) together with all easements and covenants benefiting it; (b) subject to all easements and covenants which are:
(i) registered; or
(ii) apparent from an inspection of the Property; and
(c) subject to all easements and covenants to be included pursuant to this Agreement.
The Vendor warrants to the Purchaser that, at completion the:
(a) Vendor will provide a good marketable documentary title to the Property;
(b) Property will be the absolute property of the Vendor, or the Vendor will have the power to require a transfer of the title to the Purchaser; and
(c) Property will be free from charges payable to any authority either now or in the future for anything which has occurred before this date. The Vendor indemnifies the Purchaser against all liability of that kind.
Payment and apportionment of charges
The Vendor must pay all land tax, rates, charges and assessments charged or to be charged against the Property for the period ending on the 30th of June after completion.
All payments made by the Vendor under clause 6.1 (Payment) must be apportioned as at the earlier of the:
(b) date of completion.
6.3 Land tax
Land tax must be apportioned as if the Property were the Vendor's only Tasmanian land.
6.4 Apportionment of land tax if no separate assessment issued
If no separate assessment under the Land Tax Act 2000 has issued for the Property at the date of completion, the amount of land tax to be apportioned at completion will be:
(a) if the Valuer General has determined the assessed land value (ALV) for the Property under the Valuation of Land Act 2001, calculated by applying the relevant rate of land tax to the ALV (as adjusted under the Valuation of Land Act 2001) for the Property; or
(b) if the Property does not have an ALV, calculated by applying the relevant rate of land tax to the Purchase Price (as if the Purchase Price were the ALV).
6.5 Apportionment of rates if no separate assessment issued
If no separate rates notice under the Local Government Act 1993 has issued for the Property at the date of completion the amount of council rates to be apportioned at completion will be:
R = (LA/TLA) x TR
R means the rates to be apportioned
LA means the land area of the Property
TLA means the total land area of the land from which the Property is derived which has a rates notice
TR means the total rates charged under the rates notice issued against TLA.
6.6 Supplemental rates and outgoings
The Purchaser is solely responsible for any supplemental rates, taxes and charges assessments that are assessed charged, imposed or levied after completion.
If the Purchaser fails to complete the purchase as provided in this Agreement, then, unless the failure is due to the Vendor's wilful default:
(a) the deposit will be forfeited to the Vendor;
(b) in addition to any other remedies available, the Vendor may:
(i) resell the Property in any manner and on any terms the Vendor chooses; and (ii) claim any loss on resale from the Purchaser as liquidated damages.
Any profit on resale will belong to the Vendor.
(a) In the event that the Purchaser fails to complete this Agreement on the date it is due to be completed (except where the failure is due to the fault of the Vendor) the Purchaser must pay interest on the unpaid Purchase Price and any part of the deposit which has not been released to the Vendor at the rate of ten percent (10%) per annum calculated daily until actual completion or cancellation of this Agreement (Interest).
(b) It is an essential term of this Agreement that the Interest is paid and the Purchaser is not entitled to require the Vendor to complete this sale unless the Interest is paid to the Vendor upon completion.
7.3 Time of the essence
The Vendor may, at any time after the date this Agreement is due to be completed, make time of the essence of this Agreement by giving to the Purchaser or to the Purchaser’s solicitors notice to complete within not less than 14 days.
The Purchaser may nominate, in writing, other persons or corporations to complete this Agreement.
If the Purchaser makes a nomination, then the Purchaser remains personally liable to the Vendor for the performance of all of the Purchaser’s obligations under this Agreement.
Removal of goods
Prior to completion the Vendor must remove from the Property all items not included in the sale.
The Purchaser will not be liable to compensate the Vendor for trespass to, damage to, or loss of items left on the Property after completion for more than 7 days following notice by the Purchaser to the Vendor to remove them.
The Vendor must indemnify the Purchaser against all claims made against the Purchaser in respect of items not included in the sale, but left on the Property after completion.
9.4 Final works
Despite completion of this Agreement, the Purchaser agrees to permit the Vendor or the Vendor’s contractors, employees or agents to enter upon the Property with their equipment for the purpose of carrying out any work required by any relevant authority. The Vendor agrees and warrants that such work will be done in a workmanlike manner and that the Property will be restored to its original condition as far as reasonably possible.
Joint and several liability
Any liability of a party to this Agreement attaches jointly and severally to each person or corporation named as comprising that party.
Rights after completion
After completion each party retains the benefit of all provisions requiring or contemplating that the other party do something after completion.
(a) Unless this Agreement otherwise requires, a party may serve notices in other ways, but a notice given by one party to the other is properly given if:
(i) signed by any one or more persons or companies constituting the party giving the notice, or their solicitor or conveyancer; and
(ii) given to the receiving party or their solicitor or conveyancer, either: (A) personally; or
(B) by post to, or left at, the receiving party’s address shown on this Agreement; or (C) by post to, or left at, the office of the receiving party's solicitor or conveyancer;
(D) by facsimile transmission; or
(E) by email sent to an email address the recipient has, in the course of this transaction, nominated, acknowledged or used.
(b) A notice is properly given if given to any one or more of the persons or companies constituting the receiving party for all of them.
(c) A notice is taken to be received: (i) if hand delivered, on delivery;
(ii) if sent by prepaid post, when it would have been delivered in the ordinary course of post;
(iii) if sent by facsimile, at the time shown of correct and complete transmission to the recipient’s facsimile number by the sending machine; or
(iv) if sent by email, when the email becomes capable of being retrieved by the recipient at an electronic address nominated, acknowledged or used by the recipient.
Issue of title
13.1 Time for issue of title
This Agreement is subject to and conditional upon the Recorder of Titles issuing a separate title to the Property within 24 months of the date of this Agreement (Due Date), however if the Vendor is unable to comply with this clause 13 by the Due Date, then the Vendor may at the Vendor’s discretion extend this Agreement for a further period of 60 days from the Due Date by giving notice in writing.
13.2 Cancellation of Agreement
In the event that the Vendor is unable to obtain title to the Property accordance with clause 13.1 (Time for issue of title) (as extended if applicable), either party may by notice in writing to the other terminate this Agreement (Termination). Upon Termination, the deposit will be refunded to the Purchaser in full and the Termination will not give rise to any claim for damages, interest or other liability by one party against the other.
Schedule of Easements
The Schedule of Easements to be lodged in support of the application by the Vendor to subdivide the land of which the Property forms part will contain only covenants or easements in respect of the Property:
(a) necessary for normal residential purposes (such as those relating to drainage, stormwater, electricity and services); or
(b) which have been carried forward from parent titles or registered in one or more prior stages of the subdivision; or
(c) required by the conditions of approval given by the Glenorchy City Council or any other authority having statutory or regulatory control over the subdivision of the relevant land, or (d) any other easements or covenants specifically included this Agreement.
15.1 Draft plan
The Vendor and the Purchaser acknowledge and agree that the plan of the Property attached to this Agreement is a draft plan and is subject to final survey and approval by the Glenorchy City Council and Recorder of Titles.
In the event that the area of the Property as appears on the issued title is reduced by more than 5% of that shown on the Plan the Purchaser may rescind this Agreement. Otherwise, the Vendor and the Purchaser agree in the event that variations to the boundaries or area of the Property are required by the Vendor’s surveyor or any relevant authority, neither party will object to those variations and they will not affect the obligations of this Agreement.
The Vendor shall not be required to fence. These words have the meaning expressed by the
Conveyancing and Law of Property Act 1884. A covenant to this effect will be included in the Schedule of Easements.
Specific covenants and easements
(a) The Purchaser acknowledges that the following covenants may in substance be included in the Schedule of Easements applicable to the Property and in any event agrees to comply with these covenants as a contractual obligation under this Agreement:
(i) Not without the prior written consent of the Vendor to construct, or allow to be constructed, any kit home, relocatable dwelling or weatherboard dwelling on such lot; (ii) Not without the prior written consent of the Vendor to construct any walls of any
residential building on such lot from any material except brick, finished rendered surface or masonry without the prior written consent of the Vendor, PROVIDED THAT the use of timber, non-brick or non-masonry materials not exceeding thirty percent (30%) of the total external wall area of each elevation is permitted;
(iii) Not without the prior written consent of the Vendor to construct a primary façade on any residential building on such lot other than having a minimum of two different material finishes plus a minimum of 15% glass windows in each level of such residential building;
(iv) Not without the prior written consent of the Vendor to construct on any such lot, a dwelling which may be used other than as a single residential dwelling;
(v) Not without the prior written consent of the Vendor to construct on any such lot, a dwelling with a liveable floor area of less than 130 square metres, (which area shall not include patios, verandas and carports), except if the dwelling is one of a greater number of multiple dwellings on that lot.
(b) The Purchaser acknowledges that any Part 5 Agreements under the Land Use Planning and Approvals Act required by the planning permit issued by Glenorchy City Council may be registered on the title to the Property.
18.1 Purchase Price inclusive of GST
The Purchase Price includes any GST payable on the sale of the Property by the Vendor.
GST refers to goods and services tax under A New Tax System (Goods and Services Tax) Act
1999 as amended from time to time (GST Act) and the terms used have the meanings as defined in the GST Act.
18.3 GST Withholding laws
(a) The parties agree and acknowledge that this Agreement serves as notice from the Vendor to the Purchaser as required by section 14-255 of the Taxation Administration Act 1953 (Cth) that withholding is required and that:
(i) the Property is potential residential land;
(ii) the amount required to be withheld by the Purchaser is 1/11 of the Purchase Price (Withholding Amount).
(b) The Purchaser must lodge with the Australian Taxation Office:
(i) Form 1 (GST property settlement withholding notification online form), and provide the Payment Reference Number (PRN) and Lodgement Reference Number to the Vendor, along with the payment slip that contains the PRN and is produced when Form 1 is lodged (Payment Slip), prior to completion as a condition precedent to the Vendor’s obligation to complete this Agreement; and
(ii) Form 2 (GST property settlement date confirmation online form), which the Purchaser warrants that the Purchaser will lodge on the date of completion.
(c) The Purchaser must procure a cheque drawn by a bank for the Withholding Amount (Withholding Cheque) payable to the Deputy Commissioner of Taxation and that cheque must be dealt with at completion or when the Purchaser first provides consideration, other than a deposit held on trust, to the Vendor if that is earlier than completion (Withholding
(d) If the Vendor is represented by a solicitor or licensed conveyancer (Vendor’s
Representative) then this clause 18.3(d) applies:
(i) the Purchaser must provide the Withholding Cheque to the Vendor’s Representative on the Withholding Date and the parties agree that this fulfils the Purchaser’s obligations to withhold the GST Withholding Amount.
(ii) the Vendor must provide the Purchaser with an acknowledgement of receipt for the Withholding Cheque.
(iii) the Vendor warrants that the Vendor will forward the Withholding Cheque, together with the Payment Slip, to the Deputy Commissioner of Taxation, as soon as practicable after the Withholding Date.
(e) If the Vendor is not represented by a solicitor or licensed conveyancer then the Purchaser warrants that the Purchaser will forward the Withholding Cheque, together with the Payment Slip, to the Deputy Commissioner of Taxation as soon as practicable after the Withholding Date.
(f) The balance of the Purchase Price is taken to be net of the Withholding Amount.
(g) If the Purchaser makes a nomination pursuant to clause 8 of this Agreement, then the nominee must fulfil the obligations in this clause 18.3.
(h) A word defined in the GST Laws or Taxation Administration Act 1953 (Cth) has that meaning when used about GST in this Agreement.
(i) This clause does not merge on completion.
(a) The Purchaser agrees to comply with the document entitled “Whitestone Point, Hobart, Tasmania Design Guidelines v5.0” (Design Guidelines) and acknowledges having received a copy of the Design Guidelines prior to executing this Agreement.
(b) In the design Guidelines, the expression ‘Developer’ means the Vendor.
EXECUTED as an Agreement
EXECUTED for and on behalf of Austins Ferry Tasmania Pty Ltd (ABN 50 143 941 413) in the presence of:
) ) ...
Signature of authorised person
Name of authorised person (print)
Signature of witness
Name of witness (print)
EXECUTED by in the presence of:
Full Name: ...
OR (if purchaser is a company)
EXECUTED by (ACN )
pursuant to section 127 of the Corporations Act 2001 by:
) ) ...
Director Full Name (print)
*Director/*Secretary Full Name (print)