Conveyancing Special Conditions

1              Due Diligence

1.1          Subject to due diligence

This contract is subject to the Buyer being satisfied in its absolute discretion with the outcomes and results of all of its due diligence inquiries into the Property by the date ______ days after the Contract Date (Due Diligence Date).

1.2          Buyer to give notice

The Buyer must give notice to the Seller that:

(a)           the Buyer is not satisfied with its due diligence inquiries and the Buyer terminates this contract; or

(b)           special condition 1.1 is satisfied or waived by the Buyer.

1.3          Seller’s may terminate

Subject to the Buyer’s continuing right to give notice under special condition 1.2, the Seller may terminate this contract by notice to the Buyer if the Buyer does not give notice under special condition 1.2 by 5pm on the Due Diligence Date.

1.4          Refund of Deposit

If this contract is terminated pursuant to this special condition 1, then the Deposit must be refunded to the Buyer and neither party will have any further obligation to the other.

1.5          Access [If required]

The Seller grants the Buyer access to the Property (with any agents, contractors and consultants and with or without equipment and vehicles) at any time on not less than 48 hours’ notice to:

(a)           conduct surveys;

(b)           undertake soil tests (including boring and tests to determine the physical characteristics of the Property and the presence of any contamination);

(c)           investigate the availability and supply of services to and connection points for the Property;

(d)           obtain quotes;

(e)           determine the suitability of the Property for the Buyer’s intended use;

(f)            erect signs (including for sale signs); and

(g)            conduct any other activities necessary or desirable for the Buyer to carry out its due diligence inquiries.

1             Subject to sale

1.1          Contract

This contract is subject to the Buyer entering into a contract for the sale of the property located at ________________________________________________________________ (Other Contract) and the Other Contract becoming unconditional on or before the date ____ days after the date of this contract (Sunset Date).

1.2          Buyer’s obligations

The Buyer must:

(a)          use its reasonable endeavours to satisfy special condition 1.1;

(b)          keep the Seller updated on the status of the Other Contract, including advising when the Other Contract is entered into and any conditions have been satisfied; and

(c)           if requested, provide a copy of the Other Contract to the Seller.

1.3          Buyer to give notice

The Buyer must give notice to the Seller by 5pm on the Sunset Date that:

(a)          there is no unconditional Other Contract by the Sunset Date and the Seller terminates this contract; or

(b)          special condition 1.1 is satisfied or waived by the Buyer.

1.4          Seller may terminate

Subject to the Buyer’s continuing right to give notice under special condition 1.3, the Seller may terminate this contract by notice to the Buyer if the Buyer does not give notice under special condition 1.3 by 5pm on the Sunset Date.

1.5          Refund of Deposit

If this contract is terminated pursuant to this special condition 1, then the Deposit must be refunded to the Buyer and neither party will have any further obligation to the other.

[Include contemporaneous settlement clause if required also]

1             Subject to Seller entering into contract

1.1          Contract

This contract is subject to the Seller entering into a contract for the purchase of the property located at ________________________________________________________________ (Other Contract) on or before the date ____ days after the date of this contract (Sunset Date).

1.2          Seller to give notice

The Seller must give notice to the Buyer by 5pm on the Sunset Date that:

(a)          the Seller has not entered into the Other Contract by the Sunset Date and the Seller terminates this contract; or

(b)          special condition 1.1 is satisfied or waived by the Seller.

1.3          Buyer may terminate

Subject to the Seller’s continuing right to give notice under special condition 1.2, the Buyer may terminate this contract by notice to the Seller if the Seller does not give notice under special condition 1.2 by 5pm on the Sunset Date.

1.4          Refund of Deposit

If this contract is terminated pursuant to this special condition 1, then the Deposit must be refunded to the Buyer and neither party will have any further obligation to the other.

2             Contemporaneous settlement [If required]

2.1          Settlement Date

The Settlement Date is the date for settlement of the Other Contract and settlement is subject to contemporaneous settlement with the Other Contract.

2.2          Notification of Settlement Date

The Seller must notify the Buyer of the Settlement Date once it is known and further notify the Buyer if there are any changes to the settlement date under the Other Contract.

2.3          Extension of Settlement Date

If the settlement date under the Other Contract is extended for any reason, then the Settlement Date under this Contract is automatically varied accordingly.

2.4          Termination of Other Contract

If the Other Contract is terminated or otherwise comes to an end for any reason, then the Seller may give notice terminating this contract, in which case the Deposit must be refunded to the Buyer and neither party will have any further obligation to the other.

2.5          Waiver

Special condition 2.1 is for the benefit of the Seller and the Seller may waive the benefit of this special condition in its absolute discretion.

1             Soil Test

1.1          Subject to soil test

This contract is subject to the Buyer obtaining a soil test report in respect of the Land (Soil Test Report) on terms satisfactory to the Buyer acting reasonably within ____ days after the Contract Date (Soil Test Date).

1.2          Buyer to procure Soil Test Report

The Buyer must use its reasonable endeavours to procure the Soil Test Report on or before the Soil Test Date.

1.3          Buyer to give notice

The Buyer must give notice to the Seller that:

(a)           the Buyer has obtained a Soil Test Report that is not, in its reasonable opinion, acceptable to the Buyer and the Buyer terminates this contract; or

(b)           special condition 1.1 is satisfied or waived by the Buyer.

1.4          Seller’s may terminate

Subject to the Buyer’s continuing right to give notice under special condition 1.3, the Seller may terminate this contract by notice to the Buyer if the Buyer does not give notice under special condition 1.3 by 5pm on the Soil Test Date.

1.5          Refund of Deposit

If this contract is terminated pursuant to this special condition 1, then the Deposit must be refunded to the Buyer and neither party will have any further obligation to the other.

1. Seller the executor and not yet the registered proprietor
   
   (a) The Buyer acknowledges that the Seller is the executor of the estate of the late registered proprietor.
   
   (b) This Contract is subject to the Seller becoming the registered proprietor of the Property on or before the date _______ days after the Contract Date, failing which either party may terminate this Contract by written notice to the other.
   
   
2. Settlement Date
   
   The Settlement Date is the later of:
   
   (a) ______ days after the Contract Date; and
   
   (b) 14 days after the Seller gives notice to the Buyer that it is the registered proprietor of the Property.

1              Definitions

In this Contract:

2              Subject to development conditions

2.1          Development conditions

This Contract is subject to the Seller:

(a)           obtaining the Approvals;

(b)           causing any structures erected on the Land to be removed so that the Land is cleared,

on or before the Sunset Date.

2.2          Satisfaction of development conditions

The Seller must:

(a)           user its reasonable endeavours to satisfy special condition 2.1 by the Sunset Date; and

(b)           give notice to the Buyer as soon as reasonably practicable after special condition 2.1 has been satisfied.

2.3          Failure to satisfy development conditions

If special condition 2.1 is not satisfied on or before the Sunset Date, then either party may terminate this Contract by written notice to the other, in which case the Deposit must be refunded to the Buyer and neither party will have any further claim against the other.

1             Definitions

1.1          In this special condition:

(a)          ‘Acceptable Valuation’ means a Valuation valuing the Property equal to or greater than the Purchase Price;

(b)          ‘Unacceptable Valuation’ means a Valuation valuing the Property less than the Purchase Price;

(c)           ‘Valuation’ means a valuation in respect of the Property prepared by a registered valuer engaged by the Buyer or the Buyer’s proposed financier; and

(d)          ‘Valuation Date’ means the date _____ days after the Contract Date.

2             Subject to Valuation

2.1          This contract is subject to the Buyer obtaining an Acceptable Valuation on or before the Valuation Date.

2.2          The Buyer must use its reasonable endeavours to obtain an Acceptable Valuation by the Valuation Date, however the Buyer is not obliged to procure more than one Valuation.

2.3          The Buyer must notify the Seller by 5:00pm on the Valuation Date that the Buyer:

(a)          has obtained an Acceptable Valuation and special condition 2.1 is satisfied;

(b)          elects to waive the benefit of special condition 2.1; or

(c)           has obtained an Unacceptable Valuation and the Buyer elects to terminate the contract, in which case this contract will be at an end, the Deposit is to be refunded to the Buyer and neither party will have any further claim against the other.

(d)           If the Buyer terminates this contract pursuant to special condition 2.3(c), then the Buyer must provide the Seller with a copy of the Valuation as soon as reasonably practicable after a request from the Seller.

1 Development Approval

1.1 Definitions

In this special condition 1, terms have the following meanings:

1.2 Subject to Development Approval

This contract is subject to the Buyer obtaining the Development Approval on or before the Development Approval Date.

1.3 Seller’s obligations 

The Seller:

(a) must promptly sign any forms or documents requested by the Buyer in relation to a Development Application and return those forms to the Buyer duly signed within 5 Business Days after the date the form or document is provided to the Seller;

(b) authorises the Buyer to:

1. 1. lodge any number of applications for the Development Approval (including the Development Application) with the Local Government or any other relevant authority;

   2. discuss the development of the Property, including the nature and progress of any applications to and approvals by the Local Government or any other relevant authority; 

   3. erect any signage on the boundary of the Property required in connection with the application for the Development Approval; and

   4. attend meetings with the Local Government and any other relevant authority;
      

(c) grants the Buyer access to the Property (with any agents, contractors and consultants and with or without equipment and vehicles) at any time on not less than 24 hours’ notice to:

1. 1. 1. conduct surveys;

      2. undertake soil tests (including boring and tests to determine the physical characteristics of the Property and the presence of any contamination);

      3. investigate the availability and supply of services to and connection points for the Property; 

      4. erect signs (including for sale signs); and

      5. conduct any other activities necessary for the Buyer to obtain the Development Approval.

1.4 Failure to sign forms and documents

The Seller irrevocably grants the Buyer a power of attorney to sign any documents contemplated by special condition 1.3(a) on behalf of the Seller and the Buyer must only exercise the power of attorney where the Seller has failed to comply with special condition 1.3(a).

1.5 Waiver

Special condition 1.2 is for the benefit of the Buyer absolutely and may be waived by the Buyer at any time.

1.6 Buyer to give notice

The Buyer must give notice to the Seller by 5:00pm on the Development Approval Date that:

(a) the Buyer has not obtained the Development Approval and the Buyer terminates this contract; or

(b) special condition 1.2 is satisfied or waived by the Buyer.

1.7 Seller’s may terminate

Subject to the Buyer’s continuing right to give notice under special condition 1.2, the Seller may terminate this contract by notice to the Buyer if the Buyer does not give notice under special condition 1.6 by 5:00pm on the Development Approval Date. 

1.8 Termination

Despite any other provisions of this contract to the contrary, the Buyer may by notice to the Seller terminate this contract at any time before the Development Approval Date on the basis of its actual or anticipated inability to obtain a Development Approval on terms wholly satisfactory to the Buyer in its sole discretion.

1.9 Entitlement to Deposit

If this contract is terminated pursuant to special condition 1.6(a) or 1.8, then the Deposit must be refunded to the Buyer and neither party will have any further obligation to the other.

1              Existing Development Approval

1.1          Definitions

In this special condition 1, terms have the following meanings:

1.2          Seller’s obligations

The Seller:

(a)           must promptly sign any forms or documents requested by the Buyer in relation to the Buyer’s proposed development of the Property and return those forms to the Buyer duly signed within 2 Business Days after the date the form or document is provided to the Seller;

(b)           authorises the Buyer to:

(i)            lodge any number of applications for the Development Approval (including the Development Application) with the Local Government or any other relevant authority;

(ii)           discuss the development of the Property, including the nature and progress of any applications to and approvals by the Local Government or any other relevant authority;

(iii)          erect any signage on the boundary of the Property required in connection with the application for the Development Approval; and

(iv)          attend meetings with the Local Government and any other relevant authority;

(c)           grants the Buyer access to the Property (with any agents, contractors and consultants and with or without equipment and vehicles) at any time on not less than 24 hours’ notice to:

(i)            conduct surveys;

(ii)           undertake soil tests (including boring and tests to determine the physical characteristics of the Property and the presence of any contamination);

(iii)          investigate the availability and supply of services to and connection points for the Property;

(iv)          erect signs (including for sale signs); and

(v)           conduct any other activities necessary for the Buyer to obtain the Development Approval or otherwise progress its proposed development of the Property.

1.3          Failure to sign forms and documents

The Seller irrevocably grants the Buyer a power of attorney to sign any documents contemplated by special condition 1.2(a) on behalf of the Seller and the Buyer must only exercise the power of attorney where the Seller has failed to comply with special condition 1.2(a).

1. Development Approval

1.1 Definitions

In this special condition 1, terms have the following meanings:

Approval Documents means any and all:

(a) development applications;

(b) development approvals;

(c) operational works applications;

(d) operational works approvals;

(e) authority (including any utility provider) applications or approvals 

in respect of the Property.

DA Materials means: 

(a) the Approval Documents;

(b) all drawings, plans, engineering designs, reports and all other materials relating to the Approval Documents or the development of the Property.

1.2 Assignment of DA Materials

(a) On settlement of this Contract, the Sellers assigns its rights and interests the DA Materials to the Buyer.

(b) The Seller must provide a copy of all DA Materials in its possession or control to the Buyer at least 10 Business Days before the Settlement Date (including electronic versions of any design or other files), free of any financial or other interests by any third party.

(c) The Seller must sign any documents reasonably requested by the Buyer to give effect to the assignment of the DA Materials and return them to the Buyer within 2 Business Days.

1.3 Warranty regarding assignment of DA Materials

(a) The Seller warrants that all consultants, contractors and other persons engaged by the Seller or any related entity to prepare any DA Materials have been paid in full for the work relating to the DA Materials and that the DA Materials are capable of assignment to the Buyer.

(b) Should any of the DA Materials not be capable of assignment to the Buyer, then the Seller grants the Buyer a perpetual licence to use such DA Materials as its desires.

(c) The Seller warrants that it will provide all reasonable assistance requested by the Buyer to perfect or assist with any assignment or provision of DA Materials contemplated by this Contract.