CONTENTS

RESIDENTIAL LAND, HOUSE & UNIT SALES

No.	Chapter		Page No.

1.	Vendor Finance and Other Finance Matters
	1.	Seller Finance - First Mortgage		16
	2.	Seller Finance - Second Mortgage		17
	3.	Shortened Finance Clause		19
	4.	Subject to Seller Obtaining Finance Approval to Purchase Another Property		20
	5.	Release of Deposit Once Buyers' Searches are Satisfactory		21
	6.	Subject to Repayment of Loan Monies to the Buyer		21
	7.	Seller to Subsidise Purchaser's Loan Repayments		22
	8.	Subsidy of Buyer's Other Costs		23

2.	Deposits and Commission
	1.	Payment of Deposit by Instalments		25
	2.	Payment of Deposit		26
	3.	Release of Deposit to Seller		26
	4.	Release of Deposit to Allow Seller to Purchase Another Property		26
	5.	Consent Caveat		27
	6.	Guarantee That Property Not Encumbered		28
	7.	Payment of Deposit Into Interest Bearing Account		29
	8.	Balance Purchase Price Paid by Lodgement of Guarantee		30
	9.	Guarantee that Sale Not Caught by Sole Agency		30
	10.	Deposit Paid by Bank Guarantee to the seller (No Money Held by Agent to Pay Commission)		31
	11.	Bank Guarantee in place of deposit		32
	12.	Appointment of Agent clause		33
	13.	Deposit Not Enough to Cover Agent's Commission		34
	14.	Alternative clause		34

3.	Guarantees - Personal, Rental & Others
	1.	Director's Guarantee		36
	2.	Seller Guarantees Rental Until Property Let		38
	3.	General Rental Guarantee		38
	4.	Guarantee of Authority to Sign		39
	5.	Financial Check of Company Providing Rental Guarantee		40
	6.	No Contract Until Provision of Director's Guarantees		40

4.	Re-Zoning and Council Approvals
	1.	Subject to Outcome of Meeting with Council Officers and then Building Approval		43
	2.	Access to Site for Preliminary Site Inspections		44
	3.	Integrated Planning Act		45
	4.	Subject to Local Authority Consent to Use		51
	5.	Subject to Council Approval of Plans		52
	6.	Subject to Re-Zoning		53
	7.	Repayment to Buyer for Costs of Plans and Town Planning Application		54

5.	Leases and Tenancies
	1.	Seller to Remain as Tenant After Settlement		55
	2.	Alternative clause		56
	3.	Buyer to Take Possession Before Completion and After Tenant Vacates		56
	4.	Option to Take a Lease		57

6.	House and Land Packages
		Builder's House and Land Package		59

7.	Sale of Unregistered Land
	1.	Sale of Vacant Unregistered Land		61
	2.	Sale of Vacant Unregistered Land Contained on a Plan of Survey of Five Blocks or Less		63

8.	Sale by Estate of Deceased Person
	1.	Sale by Executor Where Deceased Has Made a Will		67
	2.	Sale by Administrator (Where the Deceased Died Without a Will)		68
	3.	Subject to Registration of Record of Death		69
	4.	Variation of Clause "Subject to Registration of Record of Death"		70

9.	Inspections, Building Covenants and Building Matters
	1.	Guarantee that House Constructed by a Registered Builder		72
	2.	House Constructed by Owner Builder		72
	3.	Inspection for Termites		73
	4.	Subject to Building Inspection		74
	5.	Inspection for Termites and Pests		75
	6.	Maintenance of Property		75
	7.	Maintenance of Appliances		75
	8.	Construction of House		76
	9.	Alternative clause		76
	10.	Inspection of the Property		77
	11.	Right to Construct a Pool Prior to Settlement		77
	12.	Subject to Buyer Satisfying Itself That it Can Build Five Units on a Block		78
	13.	Building Covenants		78
	14.	Seller to Carry out Building Work		79
	15.	Seller to Carry out Building Work Before Settlement & Monies to be Retained		79
	16.	Notices Issued Under the Building Act		81

10.	Pool Fencing
	1.	Responsibility of the Buyer		84
	2.	Retention		84
	3.	Responsibility of Vendor		84

11.	Trades
	1.	Simultaneous Settlement Clause		87
	2.	Part of Price to be Paid by Transfer of Car		87

12.	Mortgagee Sales
	1.	Capacity of Vendor		90
	2.	Mortgages, Caveats or Writs		90
	3.	Release of Mortgage		92
	4.	Terms of Contract		92
	5.	Property Purchased As Is		92
	6.	Mistakes, errors and survey		93
	7.	Dividing Fences		93
	8.	Buyers Enquires and Investigations		93
	9.	Entire Agreement		94

13.	Units & Body Corporate Matters
	1.	Failure to Operate Body Corporate		95
	2.	Seller to Provide Figures		96
	3.	Taking Possession of Unit Prior to Completion (Sale Off the Plan)		96
	4.	Use of Car Space		97
	5.	Exclusive Use Rights		97
	6.	Standard of Construction and Fittings in a New Property		98
	7.	Certificate of Classification		99
	8.	Voting Rights of Developer in New Body Corporate		99
	9.	Depreciation Schedule for Taxation Purposes		100

14.	Surveys, Soil Tests & Investigations
	1.	Due Diligence		102
	2.	Access to Site to Carry Out Tests and Investigations		104
	3.	Encroachment		105
	4.	Survey and Inspection		106
	5.	Soil Test		106
	6.	Flooding		107
	7.	Right to conduct a survey but with limited rights		107

15.	General Clauses
	1.	Work to be Carried out Before Settlement		110
	2.	Subject to Procuring a Contract of Sale for Another Property		110
	3.	Subject to Settlement of the Sale of Another Property		111
	4.	Early Settlement Clause		111
	5.	Instalment Contract		112
	6.	Sale of Property Where the Seller is Not Yet the Registered Owner		112
	7.	Subject to the Seller Procuring Other Contracts		115
	8.	Subject to Another Contract on the Same Property Not Proceeding		116
	9.	Property Affected by Resumption		117
	10.	Manufacturer's Warranties		117
	11.	Offer to Purchase		117
	12.	Taking Possession Prior to Settlement		118
	13.	Solicitors Approval		119
	14.	Carpet Clean		119
	15.	Foreign Investment Review Board Approval		119
	16.	Facsimile Copies of Contract		121
	17.	Right of Sellers to Make a Contract Unconditional if they Secure a Better Offer (Alternative One)		121
	18.	Right of Sellers to Make a Contract Unconditional if they Receive a Better Offer (Alternative Two)		123
	19.	Counterpart Condition		123
	20.	Confidentiality Clause		124
	21.	Alternative Confidentiality Clause		124
	22.	Subject to Outcome of Family Court Proceedings		125
	23.	Subject to Purchaser Satisfying Itself Regarding the Terms of an Easement		126
	24.	No-Representation Clause		127
	25.	Purchaser purchases the property "as is"		127
	26.	Fitting of Security Screens and Vertical Blinds		127
	27.	Land Tax		128
	28.	Sale by Receiver		129
	29.	Fixtures and Fittings Sold "As Is"		133
	30.	Limitation on Seller's Liability Where Seller is a Trust		133
	31.	Grease Traps and Septic Systems		134
	32.	Cleaning of House		134
	33.	Nominee		135
	34.	Access by the Buyers		136
	35.	Agreement to do and Sign Whatever is Necessary to Achieve Purpose of the Contract		137
	36.	Severance Clause		138
	37.	Disclaimer		138
	38.	Keep Lands Clear		139
	39.	Buyer Accepts Fences "As Is"		140
	40.	Body Corporate Levies Payable by Developer		140

CONTENTS

BUSINESS CONTRACTS

16.	Deposits and Commission
	1.	Payment of Deposit by Instalments		144
	2.	Delayed Payment of Deposit		145
	3.	Payment of Deposit Into Interest Bearing Account		145
	4.	Deposit Not Enough to Cover Commission		145
	5.	Commission Payable on Sale of Freehold Property on Which Leasehold Business Operates		146

17.	Leases & Licences
	1.	Payout of Lease		148
	2.	Purchaser to be satisfied with the Terms of the Existing Lease (alternative clause to Standard Condition)		148
	3.	Contract Subject to Purchaser Being Satisfied With Terms of Leases and Other Service Contracts		149
	4.	Grant of New Lease (alternative to Standard Condition)		150
	5.	Grant of new Lease		150
	6.	Guarantee by Vendor that Lease is Registered		152
	7.	Lease Terms to be Approved by Purchaser if Vendor Delivers Signed Copy of Lease		152
	8.	New Lessee to Replace Bond		153
	9.	Purchaser Satisfied with Terms of Lease		153
	10.	Licensing of Software		154
	11.	Transfer of Lease by a company associated with the Vendor		154
	12.	Subject to Lease Back		155
	13.	Buyer to Execute Deed of Covenant to Protect Lease		156
	14.	Rent Review		156
	15.	Seller to Arrange for Lease to be Varied		157
	16.	Release of Outgoing Tenants and Guarantors Under Lease		158
	17.	Release of Seller and Guarantors Under Plant and Equipment Leases		159

18.	Stock, Plant and Equipment
	1.	Acknowledgment that Certain Items Not Included in Sale		160
	2.	Maintain Plant in Good Working Order		160
	3.	Maintain Stock Where Sale is "Walk In, Walk Out"		161
	4.	Maintenance of Stock to a Minimum Value		161
	5.	Stock to Exclude Second Hand or Used Goods		162
	6.	Fixtures and Fittings Sold With All Faults		162
	7.	List of Plant and Equipment to be Supplied by Vendor		162
	8.	Evidence to be Supplied that Vendor is Owner of Plant and Equipment		163

19.	Liquor Licence
	1.	Subject to Search of Licence		165
	2.	Subject to Transfer of Licence		165

20.	Employees of Business
	1.	Employment of Manager After Settlement		168
	2.	Introduction of Staff to Purchaser Once Finance Approved		169
	3.	Long service leave		169
	4.	Seller to promote buyer to employees		172
	5.	Vendor to supply details of employees		172

21.	Solicitor's Approval
	1.	Approval of Purchaser's Solicitor		174
	2.	Approval of Vendor's Solicitor		174

22.	Franchise Matters
	1.	Approval of Franchise Agreement		175
	2.	Subject to Franchisor's Consent to transfer of Franchise		175
	3.	Subject to Franchisor's consent to appointment of Purchaser as Franchisee		176
	4.	Purchaser to enter into new Agreements with Franchisor		176
	5.	Release of Vendor from current Franchise Agreements		177

23.	Council & Government Matters
	1.	Lawfulness of the Business		179
	2.	Vendor to Comply with All Council and Government Requirements		180
	3.	Purchaser Acquires the Business "As Is"		180
	4.	Vendor Warrants only that there are no Unsatisfied Requisitions up to the Date of the Contract		181
	5.	Chair Licences and other Government approvals		181

24.	Management Rights
	1.	Body Corporate Approval of Pet		183
	2.	Vendor to Put Certain Motion to Body Corporate in General Meeting		184
	3.	Subject to Body Corporate Approval of Motions in General Meeting		185
	4.	Extension to Restraint of Trade		185
	5.	Verification of Likely Profit of Business		186
	6.	Subject to Purchaser Verifying Details of Furniture Package		187
	7.	Tuition and Marketing Advice to be Provided by the Vendor		188
	8.	Contemporaneous Completion		188
	9.	Stock in Shop Included in the Sale		189
	10.	Employees of the Business		189
	11.	Termination of all Employees of the Business		190
	12.	Accuracy of Figures, Records and Information		190
	13.	Vendor to Transfer Management of Units Owned by It		191
	14.	Due Diligence		192
	15.	Subject to Lender's Due Diligence		193
	16.	Confidentiality		194
	17.	Purchaser to be Satisfied with the Terms of Powers of Attorney Granted to the Developer		194
	18.	Purchaser to be Satisfied with Terms of Rental Guarantees		196
	19.	Guarantee that Office on Title		197
	20.	Lease Backs		198
	21.	Wholesaler/Airline Program		199
	22.	Amendments to Standard Management Rights Contract		200
	23.	Additional Works		201
	24.	Assignment of Letting Authorities		201
	25.	GST		201

25.	Buying Management Rights Businesses "Off the Plan"
		The Lure of Buying Management Rights Off the Plan		208
		General Comments		209
	1.	Commencement of Continuous Construction		210
	2.	Name of the Complex		211
	3.	Staged Development		212
	4.	Equipment to be Provided to the Manager		213
	5.	Signage		214
	6.	Storage and Office Areas		215
	7.	New Manager to be Introduced as the Sole Letting Agent		216
	8.	Furniture Packages		218
	9.	Access to the Property		219
	10.	Number of Units in the Letting Pool		220
	10a	The Buyer's Position		220
	10b	The Developer's Position		221
	11.	Capital Compensation		223
	12.	Income Compensation		225
	13.	Additional Clauses for Contract to buy Agreements off the Plan		226
	14.	Units Unsold Owned by the Developer		228
	15.	Rental Guarantees		228
	16.	Settlement Date		229
	17.	Standard of the Units and the Fittings		230
	18.	Consent to Lender's Mortgage/Charge		231
	19.	Accommodation Module		231
	20.	Manager's Salary		232
	21.	Salary Review		233
	22.	Plans and Details of Manufacturers and Tradesmen		233
	23.	Office and Reception on Title		234
	24.	Garbage and Access by Garbage Contractors		234
	25.	Shop and Kiosk		234
	26.	Buying Units in your Own Complex		235
	27.	Lot Entitlements		235
	28.	Security		236
	29.	GST on the Sale of Management Rights "Off the Plan"		236
	30.	Managed Investment Act		239

26.	Video Stores
	1.	Documentation and confidential information		243
	2.	Order of new release videos		244
	3.	Late hire penalties		244
	4.	Sale of videos by vendor		244
	5.	Rebates by video suppliers		244
	6.	Vendor to supply list of titles and numbers of video and games		245
	7.	Transfer of licence for software		245

27.	Sale of Real Estate/Rent Roll Business
	1.	Sale to include all computer software, books and records		246
	2.	Transfer of rent roll		247
	3.	Forwarding of new management agreement and letter of introduction		247
	4.	Commission on sales made before Contract Date		248
	5.	Purchaser to advise agents and solicitors of sales		248
	6.	Purchaser to obtain licence		249
	7.	Rental commissions		249
	8.	Rental bonds		250
	9.	Delivery of files		250
	10.	Transfer of additional rental properties		250
	11.	Surety account		251
	12.	Rent roll list		252

28.	Newsagencies & Sub Newsagencies
	1.	Newsagency Council approval		253
	2.	Vendor's outstanding accounts		254
	3.	Newsagency agreements		254
	4.	Appointment of Purchaser as agent		254
	5.	Customer list		255
	6.	Gold Lotto		255
	7.	Transfer of sub newsagency		255

29.	Restraint of Trade
	1.	Extension to Restraint of Trade Clause		257
	2.	Restraint of Trade Not to Apply to Certain Matters		257
	3.	Restraint of Trade from People Other than the Vendor		257

30.	GST	1. GST and Business Sales