contract of sale - amazon s3...1.1 purpose of clause..... 9 1.2 dictionary of terms ..... 9 1.3 1.4...

JUNBU2KF0S COLIN BIGGERS & PAISLEY | 1

West Village One

Contract of Sale

JUNBU2KF0S / Version 2 - 6 October 2016 COLIN BIGGERS & PAISLEY | 2

Contents

1. Definitions and Interpretation ........................................................................ 9 1.1 Purpose of clause................................................................................................................. 9 1.2 Dictionary of terms ............................................................................................................... 9 1.3 Interpretation ...................................................................................................................... 17 1.4 BCCM Act and this Contract .............................................................................................. 18 1.5 Clauses about time ............................................................................................................ 19

2. Sale of Lot ..................................................................................................... 20 2.1 Relationship between the Seller and the Developer .......................................................... 20 2.2 Background to the Development ........................................................................................ 20 2.3 Agreement to buy and sell ................................................................................................. 20

3. Deposit ........................................................................................................... 20 3.1 Payment of Deposit to Deposit Holder ............................................................................... 20 3.2 Deposit Holder's obligation ................................................................................................ 21 3.3 Entitlement to Deposit ........................................................................................................ 21 3.4 Investment of Deposit ........................................................................................................ 21 3.5 Entitlement to interest ........................................................................................................ 22 3.6 Tax Indemnity and Returns etc .......................................................................................... 23 3.7 Rights after payment of Deposit ......................................................................................... 23 3.8 Failure to pay Deposit ........................................................................................................ 23 3.9 Payment by Security .......................................................................................................... 23 3.10 Maximum deposit ............................................................................................................... 24

4. Development and Scheme Land .................................................................. 25 4.1 Development generally ...................................................................................................... 25 4.2 Development to create Scheme Buildings ......................................................................... 29 4.3 Permitted changes to the Development and other rights .................................................. 29 4.4 Buyer must not object ........................................................................................................ 32 4.5 Buyer's consent to further development ............................................................................ 32

5. Buyer no right to request variations ........................................................... 32 5.1 Lot construction variations ................................................................................................. 32 5.2 Colour Scheme ................................................................................................................... 32 5.3 Separate agreement or special conditions ........................................................................ 33 5.4 Payment in addition to the Purchase Price ........................................................................ 33

6. Lot Defects .................................................................................................... 34 6.1 Defects generally................................................................................................................ 34 6.2 Access for rectification of defects ...................................................................................... 34

7. CMS and BMS and Developer's rights ........................................................ 34 7.1 Developer may vary CMS .................................................................................................. 34 7.2 BMS and Scheme Land ..................................................................................................... 35

8. Sale or mortgage of development land ....................................................... 36 8.1 Seller's sale of the Parcel ................................................................................................... 36 8.2 Developer's sale of interest in the Development ............................................................... 37 8.3 Mortgage rights and no caveat .......................................................................................... 37

9. Approvals and Sunset Date ......................................................................... 38 9.1 Approvals ........................................................................................................................... 38 9.2 Buyer to refrain ................................................................................................................... 39 9.3 Sunset Date ........................................................................................................................ 39


9.4 Return of Deposit ............................................................................................................... 39

10. Title to the Lot ............................................................................................... 40 10.1 Buyer Acknowledgement ................................................................................................... 40 10.2 No requisitions and warranties ........................................................................................... 41 10.3 Mistake or Lot not constructed as required by contract ..................................................... 41 10.4 No other encumbrances ..................................................................................................... 42

11. Management Arrangements ......................................................................... 42 11.1 Seller may have body corporate enter into agreements and conduct affairs .................... 42 11.2 Service agreements ........................................................................................................... 43 11.3 Buyer consents ................................................................................................................... 44

12. Safety for shared pool .................................................................................. 44

13. Settlement ..................................................................................................... 44 13.1 Time and place for settlement ............................................................................................ 44 13.2 BCCM Act Requirement ..................................................................................................... 44 13.3 Timing of notice .................................................................................................................. 44 13.4 Staged Settlements ............................................................................................................ 45 13.5 Pre-Settlement Inspection .................................................................................................. 45 13.6 Preparation of transfer documents ..................................................................................... 45 13.7 Stamping of transfer documents before settlement ........................................................... 46 13.8 Payment of balance purchase price................................................................................... 46 13.9 Documents etc to be exchanged at settlement ................................................................. 46 13.10 Title to chattels/assignment of warranties .......................................................................... 47 13.11 Passing of risk .................................................................................................................... 47 13.12 Damage or destruction of Building or Lot .......................................................................... 47

14. Possession before Settlement ..................................................................... 48

15. Use of Lot by Buyer and Buyer's Promises ................................................ 48

16. Adjustment of Purchase Price ..................................................................... 49 16.1 Liability for outgoings ......................................................................................................... 49 16.2 Adjustment of body corporate levies .................................................................................. 49 16.3 Adjustment of Outgoings .................................................................................................... 49 16.4 Adjustment of Outgoings where no separate assessment ................................................ 49 16.5 Adjustment of land tax ........................................................................................................ 49 16.6 Unpaid amounts ................................................................................................................. 50 16.7 Insurance ............................................................................................................................ 50 16.8 Broadband connection costs .............................................................................................. 50 16.9 Readjustments ................................................................................................................... 50

17. Buyer's Default .............................................................................................. 50 17.1 Default - Seller's Rights ...................................................................................................... 50 17.2 Default - Developer's Rights .............................................................................................. 51 17.3 Resale ................................................................................................................................ 51 17.4 GST on forfeited Deposit .................................................................................................... 51 17.5 Seller's and the Developer's damages............................................................................... 51 17.6 Interest on late payments ................................................................................................... 52

18. Assignment ................................................................................................... 52

19. Statutory Notices .......................................................................................... 52

20. Privacy ........................................................................................................... 53


21. Power of attorney and related matters ........................................................ 54 21.1 Buyer appoints Seller as proxy and attorney ..................................................................... 54 21.2 Buyer must preserve seller's rights on sale ....................................................................... 55 21.3 Seller may terminate for breach ......................................................................................... 55

22. Dividing Fences ............................................................................................ 55

23. FIRB Approval - Warranty ............................................................................ 56

24. FIRB Approval - Exemption Certificate ....................................................... 56

25. Not used ........................................................................................................ 56

26. Exclusive Use Areas / Occupation Authority ............................................. 56

27. Draft Exclusive Use Plan .............................................................................. 58

28. Mandatory Disclosure .................................................................................. 58 28.1 Safety switch and smoke alarms ....................................................................................... 58 28.2 Environmental Matters ....................................................................................................... 58

29. Council indemnity and Other Items............................................................. 59 29.1 Council indemnity ............................................................................................................... 59 29.2 Parking Permits .................................................................................................................. 59 29.3 Air Conditioning .................................................................................................................. 59

30. No Objection ................................................................................................. 60

31. Storage Areas for Caretaker ........................................................................ 60 31.1 Acknowledgement .............................................................................................................. 60 31.2 No objection ....................................................................................................................... 60

32. FF&E not included in sale ............................................................................ 60

33. Buyer as trustee ............................................................................................ 60

34. Developer's IP ............................................................................................... 61 34.1 Buyer Acknowledgement ................................................................................................... 61 34.2 Developer's Rights ............................................................................................................. 61 34.3 Buyer's limited rights .......................................................................................................... 62

35. GST ................................................................................................................ 62

36. General .......................................................................................................... 63 36.1 Stamp duty and costs ......................................................................................................... 63 36.2 Electronic Transactions Act................................................................................................ 63 36.3 Notices................................................................................................................................ 63 36.4 Counterparts ....................................................................................................................... 64 36.5 Variation to Contract .......................................................................................................... 64 36.6 Waiver ................................................................................................................................ 64 36.7 Further Steps ...................................................................................................................... 64 36.8 Death or insolvency of buyer ............................................................................................. 64 36.9 Assignment of Interest ....................................................................................................... 65 36.10 Buyer Acknowledgement/Entire Contract/No Representations ......................................... 65 36.11 No merger .......................................................................................................................... 67 36.12 Agent Commission ............................................................................................................. 67


37. E - Contract ................................................................................................... 67 37.1 Electronic execution and consents .................................................................................... 67 37.2 Dispensing with counterparts ............................................................................................. 68 37.3 Developer may require a paper form contract ................................................................... 68 37.4 Paper copy contract requested by Buyer ........................................................................... 69 37.5 Buyer's Consent ................................................................................................................. 69

38. Arrangements for the Development and liabilities of the parties ............. 69 38.1 Development of the Parcel ................................................................................................. 69 38.2 No claim by Buyer .............................................................................................................. 70

39. Special conditions ........................................................................................ 70

40. Guarantee and Indemnity ............................................................................. 70

COLIN BIGGERS & PAISLEY | 6

Contract Details

Contract Date:

Agent: Link Realty NSW Pty Limited ACN 152 052 563

Address:Suite 54, East Village, Level 3, 2-4 Defries Ave Zetland, NSW 2017

Telephone:02 8313 1300

Email:[email protected]

Seller: Uniacke Pty Ltd ACN 074 570 746

Address: Ground Floor, 68 Waterloo Road, Macquarie Park, NSW, 2113

Seller's Lawyer: Colin Biggers & Paisley Pty Ltd

Address:GPO Box 142, Brisbane QLD 4001


Fax: 07 3221 3068


Developer: SH West End Pty Ltd ACN 168 869 127 and SH WE Hills Dev Pty Ltd ACN 168 688 935

Address: Ground Floor, 68 Waterloo Road, Macquarie Park, NSW, 2113

Developer's Lawyer:Colin Biggers & Paisley Pty Ltd

Address:GPO Box 142, Brisbane QLD 4001


Fax: 07 3221 3068


Buyer:

(Full names and addresses) //[insert]// ABN/ACN (if a company): //[insert]// Address: //[insert]// Telephone: //[insert]// Fax: //[insert]// Email: //[insert]// Tax File Number/s: //[insert]// Dates of Birth: //[insert]// Foreign Person:

(please tick a box) Is the Buyer a foreign person? Yes

No Personal Use:

(please tick a box)Property being acquired for investment purposes (Non Personal Use)

Property being acquired for owner occupier purposes (Personal Use)

Buyer's Lawyer:

(Name and address) //[insert]// Address: //[insert]// Telephone: //[insert]// Fax: //[insert]// Email: //[insert]// Lot: Proposed Lot //[insert]// in the Scheme as shown approximately on the Disclosure Plan and located at Wilson Street, West End Qld 4101

Colour Scheme:

(please tick a box) Shimmer Natural Texture

mailto:[email protected]

mailto:[email protected]


[Note: Please contact the Developer for examples of the colour scheme. Please refer to clause 5.2 in relation to the cut-off date for selecting a colour scheme. ]

Car Space:

(please tick a box) Is the Buyer to be granted a Car Space? Yes ___ Number of Car Spaces

No

[Note: If a Car Space is not clearly ticked 'yes' above, then the Buyer acknowledges that the Lot will have no exclusive use rights over a Car Space]

Storage Space

(please tick a box) Is the Buyer to be granted a Storage Space? Yes

No [Note: If a Storage Space is not clearly ticked 'yes' above, then the Buyer acknowledges that the Lot will have no exclusive use rights over a Storage Space]

Purchase Price: $//[insert]//

(inclusive of GST)

Deposit: An amount not less than 10% of the Purchase Price

Initial Deposit:$//[insert]// payable on signing of the Contract by the Buyer

Balance Deposit:$//[insert]// payable within 14 days from the Contract Date

Total: $//[insert]// Deposit Holder: Colin Biggers & Paisley Pty Ltd (bank details below for payment of Initial Deposit and Balance Deposit)

Account Name:Colin Biggers & Paisley Pty Ltd Law Practice Trust Account

Bank:Commonwealth Bank, 240 Queen Street, Brisbane QLD 4000

BSB: 064 000

Account Number:13 73 42 33

Swift: CTBA AU2S

[Note: please make reference to Lot Number, together with Buyer's surname or company name (as applicable) when depositing funds]

Place of Settlement: Any place in Brisbane as nominated by the Developer's Lawyer from time to time.

Settlement Date:Has the meaning given to this term in clause 1.2 of the Terms and Conditions.

Special Conditions / Email amendments

This Contract is subject to amendments confirmed by email

Received from #

Date and time #


Execution Pages

Executed as an agreement

The contract may be subject to a 5 business days statutory cooling-off period. A termination penalty of 0.25% of the purchase price applies if the buyer terminates the contract during the statutory cooling-off period. It is recommended the buyer obtain an independent property valuation and independent legal advice about the contract and his or her cooling-off rights, before signing.

Signing by Buyer (individual or individual trustee)

#

Signing by Buyer (individual or individual trustee)

#

Signing by Buyer (company)

#

Signing by Seller and Developer (power of attorney)

#


Background

The Seller agrees to sell and the Buyer agrees to buy the Lot on the terms of this Contract.

Terms and Conditions

1. Definitions and Interpretation

1.1 Purpose of clause

This clause 1 explains the meaning of words used throughout this Contract and rules of interpretation which apply.

1.2 Dictionary of terms

In this Contract:

(a) terms in bold in the Contract Details have the meanings shown opposite them; and

(b) unless the context otherwise indicates:

Approval means an approval, allowance, certificate, authorisation, consent, concession, declaration, filing, licence (including a hotel and/or liquor licence), permit, right or waiver, lodgement and any conditions attaching to same, and any renewal, replacement or amendment of the same and includes a Development Approval, a development permit, a Water Approval, and an infrastructure agreement with an Authority;

Architect means the architect, project manager or other person nominated by the Developer from time to time to supervise construction of the Building;

Authority means any government authority, local government or other body having jurisdiction over anything related to, or in respect of the Development, the Scheme or the Scheme Land;

Balance Purchase Price means the Purchase Price less the Deposit, adjusted under clause 16;

BCCM Act means the Body Corporate and Community Management Act 1997 (Qld) (as amended or replaced from time to time) and the Regulation Module;

BMS means any Building Management Statement that affects or will affect the Scheme. Copies of the proposed BMS (which is subject to change) is contained in the Disclosure Documents;

Body Corporate means the body corporate for the Scheme to be created on recording of the CMS;

Body Corporate Levies means all contributions levied on the owner of the Lot by the Body Corporate under the BCCM Act (including fire service levies);

Body Corporate Notice means any notice required under the BCCM Act to be given to the Body Corporate upon the transfer of the Lot;

Building means the buildings, basements and improvements to be constructed on the Stage 1 Land;


Building Format Plan means the building format plan that is, or will be, registered over the Stage 1 Land or a lot or lots derived from the Stage 1 Land;

Business Day means a week day other than a public holiday in the Place of Settlement;

By-laws means by-laws for the Scheme contained in the CMS;

Car Space means an Exclusive Use Area over which exclusive use is granted for car-parking purposes;

Certificate of Classification means the certificate of classification under the Building Act 1975 (Qld) issued for the building (or any part of it) containing the Lot, which certificate may contain conditions, restrictions, or alternative solutions;

Chattels means any chattels, fittings, finishes and equipment of the Lot listed in the Schedule of Finishes or any alternative chattels, fittings, finishes and equipment substituted in the Lot in accordance with this Contract (and for clarity excludes chattels and equipment located on the Common Property or external to the Lot);

Claim means any action, allegation, claim, demand, judgement, loss, damage, cost or expense, liability, proceeding, remedy, right of action or right of set-off made against a person however it arises, whether it is present, unascertained, immediate, future or contingent, whether it is based in contract, tort, statute or otherwise, or whether it involves a third party or a party to this Contract;

CLR means the contaminated land register kept by the administering authority under the EP Act;

CMS means the community management statement recorded in order to establish the Scheme or to change the Scheme as the context requires;

Committee means the committee of the Body Corporate from time to time;

Common Property has the meaning given to it in the BCCM Act and refers to the common property in the Scheme;

Contamination means the presence in, on or under land, air or water of a substance (whether a solid, liquid, gas, odour, heat, sound, vibration or radiation) at a concentration above the concentration at which the substance is normally present in, on or under (respectively) land, air or water in the same locality, being a presence that presents a risk of harm to human health or any other aspect of the environment, or could otherwise give rise to a risk of non-compliance or breach of any environmental Law;

Contract means this contract of sale and includes the Contract Details and any annexures to this contract;

Contract Date means the contract date stated in the Contract Details, and if no contract date is stated, the contract date will be date that the Developer determines to be the date that the last party signed this Contract;

Contract Details means the details and information contained in the table under the heading 'Contract Details' before the signing pages of this Contract;

Council means the Brisbane City Council or any other local government having jurisdiction over the Development;

Default Interest Rate means the contract rate published by the Queensland Law Society as at the date the relevant amount is due for payment;


Developer's IP means any intellectual property rights owned or controlled (including under licence) by the Developer in connection with the Scheme, the Building, or the Development including:

(a) any business name registered or used by the Developer;

(b) any domain name registered or used by the Developer;

(c) any trademarks registered or used by the Developer; and

(d) the Logos;

Developer's Obligations means an obligation (whether express or implied) to be undertaken by the Developer under this Contract excluding the Seller's Obligations;

Development means the multi-stage mixed use development currently known as West Village, including:

(a) the construction of the Building and other buildings and improvements on adjoining or nearby land, containing residential, retail, and possibly other uses (including potentially a supermarket);

(b) other building works as the Developer in its absolute discretion determines on the Stage 1 Land and other adjoining or nearby land; and

(c) the Scheme and the Lot;

Development Applications means any of the following:

(a) any application for a Water Approval;

(b) any application for a Development Approval for the whole or any part of the Development;

(c) any request to extend the currency period of a Development Approval relating to the whole or any part of the Development;

Development Approval has the same meaning as in the Planning Act and includes any Approval that the Developer considers is required in connection with the Scheme Land, the Building, or the Development (or a component part of the Development);

Development Information means the general information that the Seller has, subject to the terms of this Contract, disclosed to the Buyer about the Development in section 1 of the Disclosure Documents;

Development Plans means the indicative development plans contained in the Disclosure Documents, which are subject to change in accordance with the terms of this Contract. There are different development plans for each of the Scheme Delivery Options;

Disclosure Documents means the documents titled "Disclosure Documents" that accompany this Contract which were given by the Seller to the Buyer before the Buyer entered into this Contract containing, among other things, the Disclosure Statement;

Disclosure Plan means the proposed Building Format Plan contained in the Disclosure Documents (as may be varied in accordance with this Contract);

Disclosure Statement means the statement required by section 213 of the BCCM Act, which forms part of the Disclosure Documents; ;


DNRM means the Department of Natural Resources & Mines or such other Queensland government department as may be responsible, from time to time, for the operation of the Titles Registry;

EMR means the environmental management register kept by the administering authority under the EP Act;

EP Act means Environmental Protection Act 1994 (Qld);

Exclusive Use Area means all areas of the Common Property, and the Body Corporate assets, in respect of which the Developer has agreed to grant exclusive use or special use rights to lots in the Scheme, and includes any Car Space, Storage Space, Townhouse Lobby and Refuse Room Area;

Exclusive Use Plan means the plans to be attached to the CMS identifying the Exclusive Use Areas. There are no plans attached to the Proposed CMS. The Developer intends to identify the Exclusive Use Areas and attach the Exclusive Use Plan to the CMS prior to Settlement;

Exemption Certificate means an "exemption certificate" obtained under the FATA, to exempt foreign buyers from individually having to apply for review under FATA in respect of their purchase of a lot in the Scheme;

FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cth);

Federal Treasurer includes any officer of the Treasury of the Commonwealth of Australia;

FF&E means furniture, fittings and equipment generally required so that a Lot can be let for occupation;

Final Date means the earlier of:

(a) the date being 15 years after the Contract Date; and

(b) the date that the Developer completes the Development;

Financial Institution means a bank, building society, credit union, insurance company or other entity which provides finance, issues bank guarantees and deposit bonds (or does any of those things);

Financially Viable means that the financial return to the Developer from the Development, or any part of the Development, is (in the opinion of the Developer) insufficient to justify the Developer proceeding with any part of the Development. For example, and without limitation, part of the Development may not be Financially Viable because:

(a) insufficient sales of lots have been achieved;

(b) the cost of any part of the Development, including construction costs, are greater than the costs estimated (or provided for) by the Seller;

(c) the terms of any finance required by the Developer for any part of the Development are (or become) unsatisfactory to the Seller;

(d) the amount of finance the Developer can borrow for any part of the Development is insufficient; or


(e) the financial return to be achieved by the Developer proceeding with any part of the Development is less than the financial return that can be obtained by dealing with the land on which any part of the Development is to occur in another way;

FIRB means the Foreign Investment Review Board;

Floor Plan means the floor layout plan set out in the Disclosure Documents (and/ or this Contract (if any)) and includes any amendment or substitution to the floor layout plan made in accordance with this Contract;

Form 8 means a form 8 disclosure to prospective buyer in accordance with sections 157 or 158 of the Property Occupations Act 2014 (Qld) signed by the Developer or the Developer's agent (if any);

Further Statement has the meaning given to this term in section 214 of the BCCM Act;

GST means the goods and services tax as imposed by the GST Law or any other consumption tax imposed by any Authority;

GST Amount means any Payment (or the relevant part of that Payment) multiplied by the appropriate rate of GST at the time the Payment is made (currently 10% as at the Contract Date);

GST Law has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth), or, if that Act does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act;

Guaranteed Money means all amounts (including damages) that are payable, owing but not paid, or that otherwise remain unpaid by the Buyer to the Seller or the Developer under or in connection with this Contract or any transaction contemplated by this Contract, whether present or future, actual or contingent;

Guarantor means jointly and separately, each guarantor named as such in this Contract and, if the Buyer is a proprietary limited company, any person who is a director or secretary of the Buyer on the Contract Date, or who has signed this Contract as attorney for the Buyer;

Input Tax has the same meaning as in the GST Act;

ITAA means the Income Tax Assessment Act 1936 (Cth) (1936 Act) and the Income Tax Assessment Act 1997 (Cth) (1997 Act) or, if a specific provision is referred to, the Act which contains the provision; however if a specific provision in the 1936 Act is referred to which has been replaced by a provision in the 1997 Act, the reference must be taken to be the replacement provision;

Land Title Act means the Land Title Act 1994 (Qld) (as amended or replaced from time to time);

Law means any law, including statute, subordinate legislation, order of the Court, or other governmental authority guideline or standard;

Logos means any logos for the Scheme as contained in this Contract or the Disclosure Documents (if any) (or any variation of them) and includes any name, slogan, or device which refers to the logos or the words "West Village One", or any other name the Developer is permitted to use subject to the terms of this Contract;


Lot means the proposed lot in the Subdivision Plan to be sold under this Contract as stated in the Contract Details;

Lower Ceiling Lot means a lot that has lower ceiling heights and/or lower bulkhead heights and includes the following lots: 10101, 10102, 10201, 10202, 10209, 10706, 10710, 11005, 11006, 11007, 11203, 11205, 11206, 11207, 11401, 11402, 11403, 11405, 11406, 11407, 11408, 11409, 11410, 20201, 20210, 20706, 20710, 21205, 21206, 21207, 21213, 21214, 21401, 21402, 21403, 21405, 21406, 21407, 21408, 21409, 21410, 21411, 21412, 21413 and 21414;

Objection means:

(a) a submission under the Planning Act;

(b) an appeal under the Planning Act;

(c) an application for a declaration and/or order under the Planning Act; or

(d) an objection or legal proceeding under any other Law pursuant to which a Development Application is made;

Occupier has the meaning given to it in the BCCM Act;

Option 1 means upon registration of a building format plan and a community management statement, the establishment of a community title scheme comprising approximately 331 lots and common property;

Option 2 means upon registration of a building format plan and a community management statement, the establishment of a community titles scheme comprising approximately 137 lots and common property, with the Scheme to change approximately 12 months later by adding additional lots and common property resulting in a Scheme of approximately 331 lots and common property;

Option 3 means upon registration of a building format plan and a community management statement, the establishment of a community title scheme comprising approximately 137 lots and common property;

Original Owner Control Period has the meaning given to it in the BCCM Act;

Outgoing means any amount payable in respect of the Lot (or any part of the Parcel from which the Scheme Land is derived) including (but not limited to):

(a) Rates and charges, including any charge that the Council collects as agent of another authority;

(b) land tax, any other tax or statutory charge;

(c) insurance premiums payable by the Seller or the Developer pursuant to the BCCM Act or the Regulation Module; and

(d) any other amounts paid by the Seller or the Developer before the levies or contributions under the BCCM Act are levied which would properly be the subject of such levies or contributions;

Parallel Car Space means a Car Space that has columns at both ends of the Car Space (requiring a parallel park into the Car Space);


Parallel Car Space Lot means the following proposed lots that are intended to be allocated a Parallel Car Space: 10305 and 10306;

Parcel means the following land:

Lot 1 on SP283538, Title Reference 51034449

and includes any additional or nearby land acquired for development as part of the Development, and where the context requires includes part of the land or any lot(s) derived from the Parcel;

Payment means any amount payable under or in connection with this Contract (other than the Purchase Price) including any amount payable by way of indemnity, reimbursement or otherwise and includes the provision of any non-monetary consideration;

Personal Information means all personal information (as defined in the Privacy Act) relating to the Buyer, including all personal information set out in this Contract and otherwise disclosed by the Buyer to the Developer whether prior to or after the date of this Contract;

Planning Act means the Planning Act 2016 (Qld) or the Sustainable Planning Act 2009 (Qld) (as applicable);

Pool Safety Certificate means either a certificate of compliance (which includes a certificate of classification that acts as a Pool Safety Certificate for the first year after the date of issue of the certificate) or an exemption from compliance issued under the requirements of pool safety contained in the Building Act 1975 and the Building Regulation 2006;

Proposed CMS means the proposed community management statement for the Scheme included in the Disclosure Documents. There are different proposed community management statements contemplated for each of the Scheme Delivery Options;

Prescribed Event means explosion, earthquake or other natural disasters, aircraft, civil commotion, fire, flood, storm, war or terrorism;

Privacy Act means the Privacy Act 1988 (Cth) and any regulations, ancillary rules, guidelines, orders, directives, codes of conduct or other instrument made or issued under the act, as amended from time to time;

Rates means all rates and charges levied or imposed by any competent Authority (for example, local government rates, water rates, fire service levies);

Refuse Room Area mean an Exclusive Use Area over which special rights have been granted for bin storage;

Registration Notice means a notice from the Developer (or the Developer's Lawyer) to the Buyer (or the Buyer's Lawyer) that the Subdivision Plan has registered and the CMS has been recorded to create the Scheme;

Regulation Module means the regulation module that is to apply to the Scheme as specified in the CMS;

Relevant Land Register means the EMR or the CLR;


Representations includes any statements, promises, representations, information, illustrations, models, warranties, agreement, understandings or negotiations, whether express, implied, written or oral;

Schedule of Finishes means the schedule of finishes set out in the Disclosure Documents and includes any amendment or substitution to the schedule of finishes made in accordance with this Contract;

Scheme means the community titles scheme to be created by the Developer upon registration of the CMS and the relevant Building Format Plan;

Scheme Buildings means that part of a building or improvement that forms part of the Scheme Land;

Scheme Delivery Options means any of the following options:

(a) Option 1;

(b) Option 2; or

(c) Option 3.

Scheme Land means the land identified in the CMS as being the land of the Scheme;

Security means an irrevocable unconditional bank guarantee or such other instrument that the Developer is, in its absolute discretion, prepared to accept in place of a cash deposit;

Security Interest means a security interest registered on the Personal Property Securities Register established under the Personal Property Securities Act 2009 (Cth);

Seller's Obligations means the obligations of the Seller under this Contract including to transfer title in the Lot to the Buyer;

Settlement means settlement of the sale and purchase of the Lot in accordance with this Contract;

Settlement Date means the date being 14 days after the date the Developer (or the Developer's Lawyer) gives to the Buyer (or the Buyer's Lawyer) a Settlement Notice.

Settlement Notice means a notice from the Developer (or the Developer's Lawyers) to the Buyer (or the Buyer's Lawyer) calling for Settlement;

Site Management Plan means a site management plan approved under Chapter 7, Part 8 of the EP Act;

Small Car Space means a Car Space that has minimum dimensions of approximately 2.3 metres wide by 5.0 metres long;

Small Car Space Lot means the following proposed lots that are intended to be allocated a Small Car Space: 10203, 10205, 10206,10208, 10310, 10509, 10609, 10709, 10809, 10909, 20101, 20201, 20203, 20206, 20209, 20303, 20403 and 20503;

Special Conditions means the special conditions to this Contract referred to in the Contract Details (if any);

Stage 1 Land means proposed lot 2 on SP283500 as shown in the Development Plans (SP283500 may not be registered as at the Contract Date);


Stage 1 Volumetric Lot means any proposed volumetric lot intended to be subdivided from the Stage 1 Land;

Storage Space means an Exclusive Use Area over which exclusive use is granted for storage purposes;

Subdivision Plan means the Building Format Plan which upon registration, will create a separate indefeasible title for the Lot under the Land Title Act;

Sunset Date means the day before the date that is five years and six months after the day the Contract was entered into by the Buyer;

Titles Registry means the land registry established under the Land Title Act at which the Subdivision Plan was lodged or will be lodged for registration;

Townhouse Lobby means an Exclusive Use Area over which exclusive use or special rights are granted for the purposes of a private lobby;

Townhouse Lot means a lot that is a townhouse and is intended to include the following lots: 201 and 202;

Transfer Documents means:

(a) the form of transfer (and replaced documents) under the Land Title Act (or such other relevant legislation) required to transfer title in the Lot to the Buyer; and

(b) any other document to be signed by the Seller necessary for stamping or registering the transfer;

Water Approval means any approval required for the Development (including any component part of the Development such as the Scheme Land) under Chapter 4C of the South-East Queensland Water (Distribution and Retail Restructuring) Act 2009 (as amended from time to time).

1.3 Interpretation

(a) Reference to:

(i) the singular includes the plural and the plural includes the singular;

(ii) one gender includes the other gender;

(iii) a person includes a company;

(iv) a party includes the party's executors, administrators, successors, and permitted assigns; and

(v) an item or thing includes the whole and any part of it;

(b) If a party consists of more than one person, this Contract binds them jointly and each of them individually;

(c) Reference to statutes includes all statutes amending, consolidating, or replacing them;

(d) Headings are for convenience only and do not affect the interpretation of this Contract;


(e) If there is any inconsistency between a provision added to this Contract and the printed provisions, the added provision prevails;

(f) If anything is required to be done on a day that is not a Business Day in the Place of Settlement, it must be done instead on the next Business Day;

(g) Despite settlement and registration of the Transfer Documents, any term of this Contract that can take effect after Settlement or registration remains in force;

(h) If it is held by a Court that:

(i) any part of this Contract is void, voidable, illegal or unenforceable; or

(ii) this Contract is void, voidable, illegal or unenforceable unless any part of this Contract is severed from this Contract,

that part will be severed from this Contract unless to do so would change the underlying principal commercial purposes of this Contract;

(i) This Contract is governed by the law of Queensland;

(j) All references to time mean a time in Brisbane;

(k) The words include, including, for example, such as and similar expressions are not to be construed as words of limitation.

1.4 BCCM Act and this Contract

(a) Nothing in this Contract affects the rights of the Buyer under Chapter 5 of the BCCM Act.

(b) To the extent of any inconsistency between the provisions of Chapter 5 of the BCCM Act and the terms of this Contract, the relevant provisions of the BCCM Act prevail.

(c) For the purposes of this Contract, Chapter 5 of the BCCM Act, and any other relevant Law, the Buyer agrees that it will not be materially prejudiced by the following (this is not an exhaustive list):

(i) the adoption of any one of the Scheme Delivery Options;

(ii) the length of time that it takes for a Scheme Delivery Option to be decided under this Contract;

(iii) any variation of the Scheme Delivery Options;

(iv) the disclosure of the different Scheme Delivery Options in the Disclosure Documents and any further statement issued to the Buyer in accordance with section 214 of the BCCM Act to confirm which Scheme Delivery Option will be adopted;

(v) a difference of up to 5% between the area of the Lot or part of the Lot shown on the registered Subdivision Plan and the area of the Lot or part of the Lot disclosed on the Disclosure Plan (neither party admits that a difference in excess of 5% will materially prejudice the Buyer);

(vi) a reduction in an Exclusive Use Area (where applicable) if the reduction is required by Law;


(vii) a reduction in the area of an Exclusive Use Area (where applicable) of up to 5% of the area disclosed in the Exclusive Use Plans (neither party admits that a reduction in area of more than 5% will materially prejudice the Buyer);

(viii) if the Lot is a Lower Ceiling Lot;

(ix) a variation to the ceiling height of the Lot or part of the Lot between the ceiling height as shown in any marketing materials or display unit and the ceiling height as built;

(x) any change to the dimensions, areas, location, type, or number of lots referred to in the Development Plans or the Disclosure Plan;

(xi) any change to the location or number of an Exclusive Use Area;

(xii) any amendment to schedule B of the CMS required by the Seller or the Developer to better facilitate the progressive development of the Scheme;

(xiii) any amendment to schedule B of the CMS required by the Seller or the Developer to identify future Exclusive Use Areas;

(xiv) that no particular Exclusive Use Area, Car Space or Storage Space number is allocated to the Lot in the Proposed CMS in the Disclosure Statement and this Contract;

(xv) that no Exclusive Use Plan is included in the Proposed CMS in the Disclosure Statement;

(xvi) where the Contract Details indicate that the Buyer is to be granted a Car Space, the Lot being a Small Car Space Lot or a Parallel Car Space Lot;

(xvii) that any allocation of an Exclusive Use Area including a Car Space, Storage Space or Townhouse Lobby is in a location that the Buyer may not find desirable;

(xviii) any change in the Schedule of Finishes unless the substituted item is not equivalent to or better than the item it replaces;

(xix) a change in the proposed titling of any part of the initial subdivision of the Parcel or the Scheme Land;

(xx) a change in budgets or levies for the Scheme, unless the levies payable for the Lot will increase by more than 10%;

(xxi) a change in lot entitlements;

(xxii) a change to the number of the Lot;

(xxiii) the amalgamation of any lots in the Scheme other than the Lot.

1.5 Clauses about time

Time is of the essence of this Contract, including to pay the Initial Deposit and Balance Deposit and to settle the Contract on the Settlement Date, except regarding any agreement between the parties on a time of day for Settlement.


2. Sale of Lot

2.1 Relationship between the Seller and the Developer

The Buyer acknowledges and the parties agree that:

(a) the Seller is the owner of the Parcel;

(b) the Seller has appointed the Developer to develop the Parcel and complete the Development including to establish the Scheme that creates the Lot;

(c) the Developer must perform the Developer's Obligations and is authorised to do so by the Seller;

(d) the Seller has entered into this Contract at the direction of the Developer and is only responsible for performing the Seller's Obligations;

(e) the Developer may exercise and enforce any power, rights or benefits of the Seller and undertake any action or Claim in which the Seller is entitled to undertake in respect of this Contract; and

(f) the Buyer accepts the performance of the Developer's Obligations and the exercise of the Seller's rights in respect of this Contract by the Developer.

2.2 Background to the Development

(a) The Buyer acknowledges that prior to entering into this Contract with the Seller for the purchase of the Lot, the Seller disclosed and the Buyer acknowledged that:

(i) as at the Contract Date, the Developer is undecided as to which of the Scheme Delivery Options that it will adopt;

(ii) the Developer may choose to adopt one of the Scheme Delivery Options at any time; and

(iii) the Developer may vary the Scheme Delivery Options in the manner permitted in this Contract.

(b) The Buyer accepts that it is buying the Lot having regard to the Scheme Delivery Options and the information contained in the Disclosure Documents and by entering into this Contract confirms to the Seller that the Buyer has obtained independent legal advice in relation to these matters.

2.3 Agreement to buy and sell

In consideration of the Purchase Price, the Buyer agrees to buy and the Seller agrees to sell the Lot on the terms of this Contract.

3. Deposit

3.1 Payment of Deposit to Deposit Holder

The Buyer must pay the Deposit to the Deposit Holder at the times shown in the Contract Details.


3.2 Deposit Holder's obligation

The Deposit Holder will hold the Deposit until a party becomes entitled to it. Where it applies, the Deposit Holder will hold the deposit as trustee under the BCCM Act.

3.3 Entitlement to Deposit

(a) The party entitled to receive the Deposit is:

(i) the Seller, if the Contract settles;

(ii) the Buyer, if the Contract is terminated without default by the Buyer; or

(iii) the Seller, if the Contract is terminated owing to the Buyer's default.

(b) The Deposit Holder is authorised to pay the Deposit and interest earned on it, to the party that the Deposit Holder believes is so entitled under the Contract.

(c) Each of the Buyer and the Seller releases the Deposit Holder from all liability for any loss or damage suffered or incurred by a party where the Deposit Holder pays the Deposit (including any interest earned on it) to a party that the Deposit Holder reasonably believes is entitled to it, and it is subsequently determined that the party who received the Deposit (including any interest earned on it) was not entitled to it.

(d) By holding the Deposit, the Deposit Holder accepts the benefit to it of any of the sub-clauses contained in this clause 3.

3.4 Investment of Deposit

(a) The Deposit Holder is authorised (but not obliged) to:

(i) invest as much of the Deposit as it is lawfully able in an interest bearing account with a Financial Institution in its name as trustee for the Buyer and the Seller or in the names of the Buyer and the Seller; and

(ii) provide the parties' tax file numbers and date of birth (if applicable) to the Financial Institution.

This Contract is authority for the Deposit Holder to invest the Deposit. The Deposit is invested at the risk of the party ultimately entitled to it.

(b) The Deposit Holder may decide not to invest any monies received by way of deposit in accordance with this clause 3.4:

(i) until the total Deposit has been paid;

(ii) until the Deposit Holder has received the tax file number of the Buyer, which must be provided by the Buyer to the Deposit Holder within five Business Days after the Contract Date, failing which the Buyer accepts that the interest earned on the Deposit may be taxed at the highest rate allowable; or

(iii) if the Settlement Date is expected to be within 3 months after the Contract Date.


(c) If the Buyer is a Foreign Person and cannot obtain a tax file number, despite any other provision of this Contract, the parties agree:

(i) the Seller will invest the Deposit within a reasonable time after it has been advised by the Buyer that it is a Foreign Person and cannot obtain a tax file number;

(ii) any withholding tax (or other tax of a similar nature) will be paid for by the Buyer from the Buyer's share of interest on the Deposit; and

(iii) if the Buyer becomes entitled to a payment on account of interest by the Seller under the Contract, the Seller may deduct from that payment the withholding tax (or other tax of a similar nature) deducted from the interest earned on the Deposit.

(d) The Seller and the Buyer agree that the Deposit Holder may terminate the investment of the Deposit a reasonable time prior to Settlement, so that the Deposit and accrued interest will be available at Settlement.

(e) The Deposit Holder shall not be liable for any loss or diminution in value which may be sustained or which may occur in consequence of or arising out of investment of the Deposit and the monies referred to in this clause 3.4 and dealing with it in the manner required or permitted by this clause 3.4 unless the loss or diminution is sustained or occurs as a result of an act committed or omitted in personal, conscious, and fraudulent bad faith by the Deposit Holder and accordingly, all persons claiming any beneficial interest in or over the Deposit and those other monies shall be deemed to take with notice of and subject to the protection conferred upon the Deposit Holder by this clause.

(f) The Deposit Holder is not be liable for any loss caused by any failure or delay in investing the Deposit, or break fees being deducted from the Deposit or any interest earned on the Deposit.

(g) If the Deposit is invested, when the investment is withdrawn the Deposit Holder may deduct from the balance withdrawn:

(i) $150 for the cost of effecting the investment and any bank or other fees incurred arising from the investment; and

(ii) any taxes, charges or other expenses incurred by the Deposit Holder in relation to the investment and withdrawal of the Deposit.

(h) The Seller and the Buyer agree to indemnify the Deposit Holder for the costs of preparing and lodging any income tax return required in respect of the investment of the Deposit and authorise the Deposit Holder to deduct those costs from the interest accrued on the Deposit.

3.5 Entitlement to interest

(a) If the Contract settles any interest earned on the Deposit (less any amount the Deposit Holder is entitled to deduct or required to withhold by law) will be payable to the Buyer as soon as practicable after Settlement.

(b) If Settlement of the Contract does not occur, the interest earned on the Deposit will be paid to:

(i) the Buyer, if the Contract is terminated without default by the Buyer; or


(ii) the Seller, if the Contract is terminated owing to the Buyer's default.

(c) The Buyer will be treated as being presently entitled to any interest accrued on the Deposit for the purposes of the ITAA.

3.6 Tax Indemnity and Returns etc

If, despite clause 3.5, there is income from the investment of the Deposit in respect of any financial year to which no beneficiary is presently entitled for the purpose of Division 6 of Part III of ITAA, as at 30 June of that financial year:

(a) the parties must pay to the Deposit Holder the tax assessed to it in respect of that income including, in so far as it is lawful, any tax in the nature of a penalty for late lodgement (Penalty) and all expenses of the Deposit Holder in connection with the preparation and lodgement of the tax return, payment of the tax, and furnishing to the parties the information and copy documents they reasonably require;

(b) if the tax (including the Penalty) and the Deposit Holder's expenses are not paid to the Deposit Holder on demand, it may deduct these amounts from the Deposit and income;

(c) if tax is not assessed on the income when the Deposit and income are due to be paid to the party entitled, the Deposit Holder may deduct and retain its estimate of the assessment;

(d) as between the parties, the tax, the Deposit Holder's expenses and any payment made by either or both parties under this clause 3.6 must be paid by the Buyer;

(e) the parties' liability under this clause 3.6 to the Deposit Holder is joint and several and is enforceable by the Deposit Holder; and

(f) the Deposit Holder's acceptance of its rights under this clause 3.6 is indicated by its investment of the Deposit under this Contract.

3.7 Rights after payment of Deposit

If this Contract is terminated, the Buyer has no further claim once it receives the Deposit and any interest it is entitled to, unless the termination is due to the Seller's or the Developer's default.

3.8 Failure to pay Deposit

The Buyer is in default if it:

(a) does not pay the Deposit when required;

(b) pays the Deposit by post-dated or stale cheque; or

(c) pays the Deposit by cheque which is dishonoured on presentation.

3.9 Payment by Security

(a) The Seller may, at its discretion, accept a Security in favour of the Deposit Holder instead of a cash deposit as the Deposit. However, the Security must:

(i) be for an amount equal to the Deposit;


(ii) be in favour of the Deposit Holder (as "Favouree" as opposed to specifying the Seller as Favouree);

(iii) require the Financial Institution to pay the Deposit Holder without first checking with the Buyer;

(iv) contain the names of the Seller and the Buyer (and no other third party) and make reference to this Contract and the sale made under it, for example:

"Uniacke Pty Ltd ACN 074 570 746 sale of Lot [insert lot number] "West Village One" to [insert Buyer's full name]";

(v) be issued from a Financial Institution approved by the Seller;

(vi) be without an expiry date, or if it has an expiry date, be a date that is acceptable to and approved by the Seller (in its discretion); and

(vii) otherwise be on terms satisfactory to the Seller in its absolute discretion.

(b) If the Buyer wants to give a Security, it must obtain the Seller's approval before doing so.

(c) If, despite clause 3.9(a)(vi), the Security is limited as to time, the Buyer must provide to the Seller a replacement Security that complies with clause 3.9(a), or provide the Deposit Holder with cash or cleared funds equal to the amount referred to in the Security, at least 60 days before any Security given under this Contract expires.

(d) Without limiting any of the Seller's other rights under this Contract, if the Buyer does not comply with clause 3.9(c), defaults under the Contract or does not pay the full Purchase Price (including the Deposit) on the Settlement Date, the Seller or Deposit Holder (as the case may be) can make demand for the amount secured by the Security or terminate this Contract (or do both) without reference to the Buyer.

(e) If, despite clause 3.9(a)(vi), the Security is limited as to time and the Buyer has failed (whether or not requested to do so) to replace the Security with either a cash deposit or a replacement Security complying with clause 3.9 at least 60 days prior to expiry of the Security, the Buyer will have committed a substantial breach under this Contract.

(f) The Seller and the Deposit Holder are not required to notify the Buyer that:

(i) the Security is due to expire and must be replaced; or

(ii) a call or demand is made on the Security.

3.10 Maximum deposit

Under no circumstances is the Deposit to exceed 20% of the Purchase Price before Settlement of the Contract. If the Seller allows the Buyer a discount or agrees to reduce the Purchase Price for any reason, or any circumstance arises which could lead to the Deposit exceeding 20% of the Purchase Price before Settlement, then such discount, reduction or circumstance will be conditional upon Settlement. If for any reason that condition cannot operate, then the Buyer will be immediately entitled to a refund of any monies that would otherwise result in the 20% threshold being exceeded or alternatively,


a reduction to reduce any Deposit or Security held as Deposit to an amount equal to 20% of the Purchase Price.

4. Development and Scheme Land

4.1 Development generally

(a) The Buyer acknowledges:

(i) that the Buyer has read (or has been given an opportunity to do so) and has taken (or was given the opportunity to take) legal advice and any other advice the Buyer considered appropriate before entering into the Contract in relation to:

(A) the Development Information contained in the Disclosure Documents which contains some general information regarding the Developer's intention for the development of certain parts of the Parcel as at the Contract Date which may change in accordance with the terms of this Contract (for example, the subdivision of the Parcel);

(B) the Development;

(C) the terms of this Contract;

(D) the Disclosure Statement; and

(E) the Disclosure Documents;

(ii) that the Development Information does not contain specific information, or all information, regarding the Development;

(iii) the Developer has various intentions for:

(A) implementation of the Development, for example, that the Development be carried out in stages; and

(B) implementation of the Scheme, for example, that the Scheme may be developed based on any one of the Scheme Delivery Options as determined by the Developer in the Developer's absolute discretion;

(iv) that those intentions will vary from time to time depending on the Approvals of the Council and/or other relevant Authorities, market forces and economic conditions, availability of buyers and/or tenants and any other matters that the Developer considers are relevant in its absolute discretion;

(v) that the timing or form and development or construction of a particular stage of the Development or the Scheme may vary from time to time, or may not be developed or constructed at all;

(vi) the Development may contain a mix of residential, commercial, retail, supermarket, restaurant, office or any other approved use which, may or may not operate, generate noise, or undertake deliveries outside normal business hours;


(vii) the Seller or the Developer may not yet have obtained from the relevant Authority the Approvals required to carry out (or implement) the Development or any Approvals relating to the proposed use of the Building (or any part of it);

(viii) that the Buyer has been given in the Disclosure Documents alternative Disclosure Plans and disclosure materials to reflect each of the Scheme Delivery Options and the Buyer agrees and acknowledges that as at the Contract Date:

(A) the Developer is undecided as to which of the Scheme Delivery Options that it will adopt;

(B) the Developer may choose to adopt a Scheme Delivery Option at any time;

(C) the Developer may vary the Scheme Delivery Options;

(D) the Seller has complied in all respects with section 213 of the BCCM Act; and

(E) the Buyer received independent legal advice in relation to the Disclosure Documents and fully understood the Disclosure Documents before signing this Contract.

(ix) the Seller may not yet be the registered owner of all the land intended to be used as part of the Development;

(x) parts of the Building that do not comprise the Scheme Building may not be completed at Settlement;

(xi) parts of the Common Property may be located in different areas within the Development (and not just in the Building);

(xii) parts of the Building may be constructed for the benefit of other land, and may encroach upon other land;

(xiii) parts of the Building may form part of a lot that is not included in the Scheme;

(xiv) improvements may be constructed on:

(A) the Building (but excluding the Lot) after settlement by the Developer or an authorised third party;

(B) the Scheme Buildings after Settlement by the Developer or an authorised third party pursuant to rights granted under an easement or the BMS;

(xv) the Seller may, subject to the terms of this Contract, sell all or any part of the Development or Parcel, and this may occur before Settlement;

(xvi) until the Development has been completed, the Scheme may be required to use temporary visitor parking in other locations within the Development;

(xvii) any Representations made or provided by the Seller or the Developer or by any other party in relation to the Development and the Scheme (including the proposed development of the Parcel and the Scheme


Delivery Options), are statements of intention only and are not promises or Representations that particular parts of the Scheme, Development or the Parcel will be developed at a particular time, in a particular form, or for a particular use, or will be developed at all;

(xviii) any Representations or other information on any plans, brochures or other documentation, including those contained in the Disclosure Documents are statements of intention only and not promises or Representations that particular parts of the Development or the Parcel or the Scheme Delivery Options will be developed at a particular time, in a particular form or for a particular use, or will be developed at all;

(xix) the Buyer has not relied on any Representations made or provided by the Seller or the Developer or any other party in relation to the Development or the proposed development of the Parcel (including the Development Information and the Scheme Delivery Options), whether in relation to its timing, or form, or the particular uses to be made of the relevant land, in deciding to enter into this Contract and acknowledges that all aspects relating to the future development of the Parcel are totally within the discretion of the Developer;

(xx) the Buyer accepts the risk that the Development (or any part of it) may not be developed as represented in any relevant documents or information (including the Development Information, the Scheme Delivery Options and Development Plans);

(xxi) that the Developer and its agents and contractors have the right to do any of the things referred to in clauses 4.1(b) and 4.3 to which the Buyer must not object, and the Buyer will not interfere with the Developer's exercise of that right (or the exercise of that right by the Developer's agents or contractors); and

(xxii) that the Seller and the Developer has broad rights under this Contract and other documents contemplated in the Disclosure Documents, with respect to doing any act or thing in relation to the Development, including rights to access and use the Scheme Land.

(b) The Buyer will not object to, make any Claim or take any other action whatsoever (including issuing any proceedings for an injunction or damages) related to the following:

(i) any of the matters that the Buyer has acknowledged under clause 4.1(a);

(ii) any noise, nuisance or other inconvenience (including crane swings over or impacting any Scheme Land or Scheme Buildings) which may arise from the carrying out of construction activities or operations in any way related to the Development;

(iii) the manner in which the Developer chooses to establish the Scheme, including any progressive development of the Scheme Land;

(iv) the Seller or the Developer (or a party authorised by the Seller or Developer) causing areas of the Building to be closed on a temporary basis to facilitate construction activities;

(v) certain areas of Common Property being inaccessible due to safety reasons or to enable carrying out of construction activities;


(vi) any construction activity or operation (including construction of any improvements) or any other things done in the Development, on the Scheme Land or the Parcel (including any land derived from the Parcel), and any noise, nuisance or other inconvenience which might arise from that activity or operation;

(vii) the use by the Developer, and persons authorised by it, of the Common Property or other lots in the Scheme to:

(A) give access to and egress from any part of the Scheme Land with or without vehicles and equipment; and

(B) store building materials, vehicles, equipment or fill on the Scheme Land;

(viii) complying with any reasonable directions of the Developer (or those authorised by it, including the Developer's building contractor) while construction or building activities or operations are being carried out in the Development, on the Scheme Land or the Parcel, including directions related to traffic (vehicle and pedestrian) flow or safety. For clarity, the Buyer agrees to comply with such directions;

(ix) temporary visitor parking or bin storage arrangements for the Scheme as determined by the Developer in order to facilitate the construction of other stages or components of the Development;

(x) pedestrian and vehicular thoroughfares to other parts of the Development not being available until later stages of the Development have been completed, or not being available at all;

(xi) the Developer or any other authorised person exercising a right under an easement affecting any part of the Scheme Land;

(xii) the Developer or any other owner of land or a lot located on or above any part of the rooftop of the Building (excluding any town houses):

(A) erecting or constructing any signage, antennae or other structure and selected services on the roof of the Building; and/or

(B) operating a commercial undertaking or enterprise in connection with the rights granted under clause 4(b)(xii)(A);

(xiii) the Lot being a Lower Ceiling Lot.

(c) Until the Final Date, if the Buyer proposes to transfer the Lot it must prior to such transfer taking place, arrange for the transferee to sign a deed in favour of the Developer and the Seller and on terms reasonably required by the Developer, and deliver it to the Developer under which the transferee agrees to be bound by the provisions of this clause. If the Buyer does not comply with this provision, it indemnifies the Developer and the Seller against all Claims incurred or suffered by the Developer and the Seller as a result.


4.2 Development to create Scheme Buildings

(a) Subject to the other provisions of this Contract, the Developer must ensure:

(i) the Scheme Buildings and Lot are constructed in a proper and workmanlike manner by a reputable licensed builder, substantially in accordance with all relevant building Laws; and

(ii) the Lot is equipped with the Chattels described in the Schedule of Finishes.

(b) The Lot shall contain the Chattels, ownership of which shall pass to the Buyer on Settlement together with (as far as possible) any warranties and guarantees held by the Developer from the manufacturers and suppliers of the Chattels. Where any of the Chattels listed in the Schedule of Finishes cannot be obtained by the Developer for inclusion in the Lot or the Scheme Buildings, the Developer may substitute alternative Chattels of a similar or higher quality as determined by the Developer.

(c) The Floor Plan is shown for illustration purposes only and is not to scale. If there is any inconsistency between the Disclosure Plans and the Floor Plan, the Disclosure Plan prevails to the extent of the inconsistency. Any furniture or other items (including any pendant lights) shown on any Floor Plan or marketing materials is for illustration purposes only and is not sold to the Buyer under the Contract.

(d) If there is a dispute in relation to any of the matters referred to in this clause 4.2, then it must be referred to the Architect, whose decision is final and binding on the Buyer, the Developer and the Seller.

4.3 Permitted changes to the Development and other rights

Subject to the Buyer's rights under the BCCM Act, the Seller and the Developer may do any of the following:

(a) change the name of the Scheme or the Development (or any component part of the Development);

(b) make variations to any part of the Development, the Building, the Lot, the Floor Plan or the Schedule of Finishes (including the substitution of any items with those of a similar or higher quality as decided by the Developer (acting reasonably)), including to:

(i) make variations to the area of the Lot or part of the Lot of up to 5% between the area of the Lot or part of the Lot shown on the registered Subdivision Plan and the area of the Lot or part of the Lot disclosed on the Disclosure Plan;

(ii) make variations to the ceiling height of the Lot or part of the Lot between the ceiling height as shown in any marketing materials or display unit and the ceiling height as built;

(iii) make variations to the area of the Car Spaces, Storage Spaces, Townhouse Lobby, Refuse Room Area any Exclusive Use Areas of up to 5% between any plan previously disclosed to the Buyer (if any);

(c) alter the area, location, or dimensions of the Scheme Land or transfer or dedicate any part of it in accordance with the conditions of any Approval;


(d) further develop the Scheme Land;

(e) make any changes to location, size, layout and design (including any walls, hallways or other internal areas/structures), materials, finishes, fittings, Utility Infrastructure, or equipment to:

(i) the Building (or any part of it, including the Lot or other lots and Common Property as depicted in the Disclosure Plan); or

(ii) any part of the Development;

(f) include Utility Infrastructure (including associated equipment and services) in any location on the Common Property including above or within Exclusive Use Areas;

(g) change the number of basements or podiums in the Building which may result in certain basement levels being moved up or down;

(h) alter the number or numbering of lots in the Scheme (including the Lot);

(i) renumber proposed lots in the Scheme (including the Lot);

(j) alter the area, location, lot entitlement or permitted use of any lot in the Scheme (including the Lot);

(k) alter the Common Property or rights in relation to the use of the Common Property;

(l) change anything in the CMS;

(m) change anything in any BMS;

(n) construct any services on, or through the Scheme Land (which need not be protected by easement);

(o) grant any exclusive use or special rights over the Common Property or a body corporate asset;

(p) make any change to the size or location of any area the subject of an exclusive use By-law which attaches to the Lot;

(q) cause any service or infrastructure to the Scheme or Development (or any part of it) to provide for bulk supply of services to the Scheme including the bulk supply of electricity and whether or not the bulk supply would exclude individual supplies;

(r) cause additional land to be transferred into the Scheme Land whether as a lot or Common Property;

(s) anything required by an Authority or Approval;

(t) make any changes to anything the subject of this Contract or the Disclosure Documents that the Developer's Lawyer says are required because of a change in the Law or a requirement by the DNRM (including the Titles Registry);

(u) include planter boxes in some lots in the Scheme and not others (and for the avoidance of doubt, if a planter box is included in the Lot, the Buyer must not make any objection or Claim should the Buyer consider the planter box not to be aesthetically pleasing);


(v) cause any mains, pipes, wires, ducts, plant or any equipment for any services to any part of the Lot, the Parcel or the Common Property to be located on some lots in the Scheme and not others;

(w) apply for any Development Approval which may affect the Scheme Land;

(x) transfer or excise any land out of the Scheme Land;

(y) change the street numbering of the Scheme Land and any part of the Development;

(z) amend the terms of any easement affecting the Stage 1 Land, the Stage 1 Volumetric Lot or the Scheme Land;

(aa) register easements benefiting or burdening lots or Common Property in the Scheme;

(bb) procure the surrender or amendment of any registered easements affecting the Parcel or any lots comprising the Parcel;

(cc) reconfigure or amalgamate any lots (other than the Lot) and/or Common Property comprising the Scheme Land, or any other land related to the Development;

(dd) vary the ceiling height of the Lot or part of the Lot between the ceiling height as shown in any marketing materials or display unit and the ceiling height as built;

(ee) allocate a Small Car Space to a Small Car Space Lot (where the Contract Details indicate the Lot is to be granted a Car Space);

(ff) allocate a Parallel Car Space to a Parallel Car Space Lot (where the Contract Details indicate the Lot is to be granted a Car Space);

(gg) anything contained or contemplated in the Disclosure Documents;

(hh) change any of the documents contained in the Disclosure Documents;

(ii) choose to develop some parts of the Development and not others;

(jj) use any part of the Building and land outside of the Scheme in any manner the Developer determines including the use of any retail lot or the removal of any basement or retail component in the Building or any other building comprising the Development;

(kk) develop the Scheme in further stages and amend the CMS to reflect the further staging of the Scheme and identify future Exclusive Use Areas;

(ll) use any method to market lots or land in the Development, or other services, including, without limitation:

(i) the use of signs on the Scheme Land;

(ii) the use of Common Property; and

(iii) opening and operation of display units;

(mm) allow people to pass over the Common Property to and from any lots in the Scheme.


4.4 Buyer must not object

The Buyer must not withhold any part of the Purchase Price, delay Settlement or (unless specifically permitted by this Contract or the BCCM Act) make any objection or Claim because of:

(a) any of the matters in clause 4.3;

(b) non completion of (or the inability to use, or have access to) any improvements or facilities to be constructed on the Scheme Land (for example, a car park);

(c) the existence of any electrical sub-station on or in close proximity to the Scheme Land;

(d) any impact arising from the use of any other part of the Building (for example, a retail use);

(e) any boundary of the Development not being fenced (or identified by a wall) or any boundary fence or wall not being on or within the boundary.

4.5 Buyer's consent to further development

(a) The Buyer must consent to any application for any Approval made to an Authority for the further carrying out of the development of the Scheme or the Development or the use of the Development and agrees, if directed by the Developer:

(i) to sign and return any instrument of consent presented to it by the Developer within 5 Business Days after presentation; and

(ii) to vote in favour of any resolution of the Body Corporate which facilitates, enables or authorises the progressive development of the Scheme or the carrying out of the Development as tabled by, on or behalf of or at the request of the Developer at meetings of the Body Corporate.

(b) The Buyer hereby authorises and expressly consents to any Approval made by the Developer in respect of the Development or any use of the Development including to a liquor licence and hotel licence. The Developer may rely on and disclose this consent to any Authority requiring evidence of the Buyer's consent to an Approval.

(c) The Buyer must not object or lodge an Objection in respect of any application for any Approval made with any Authority for the progressive development of the Scheme, the carrying out of the Development or the use of the Development.

5. Buyer no right to request variations

5.1 Lot construction variations

The Buyer has no right to require any variations to the construction of the Lot or anything else, subject to the provisions of clause 5.3 of this Contract.

5.2 Colour Scheme

(a) If the Buyer does not make a colour scheme selection in the Contract Details, the Buyer must notify the Developer in writing of the Buyer's colour scheme selection by the earlier of:

(i) 30 days after the Contract Date; and


(ii) 31 March 2017,

otherwise, the Developer will make a colour scheme selection for the Lot at its discretion and the Buyer agrees to accept the Developer's colour scheme selection.

(b) If the Contract Date of this Contract is 31 March 2017 or later, the Buyer acknowledges that it will not be entitled to make a colour scheme selection for the Lot and the Developer will make a colour scheme selection for the Lot at its discretion and the Buyer agrees to accept the Developer's colour scheme selection.

5.3 Separate agreement or special conditions

If the Buyer and the Developer agree to variations in the construction of the Lot:

(a) a separate written agreement about the variations must be entered into or special conditions included in this Contract;

(b) the agreed cost of the variations plus any GST must (if not otherwise specified in that agreement) be paid by the Buyer to the Developer on the Settlement Date; and

(c) the Developer may require as a condition:

(i) in a separate agreement that the Buyer pay the agreed cost of the variations plus any GST to the Developer's Lawyer's trust account;

(ii) in the special conditions that the Buyer pay an additional amount towards the Deposit so that the Deposit always equals at least 10% of the Purchase Price.

5.4 Payment in addition to the Purchase Price

The Developer and Buyer expressly agree that a payment provided for in clause 5.3(b) or clause 5.3(c):

(a) is in addition to payment of the Purchase Price;

(b) is to be released to the Developer on the Settlement Date and the Developer's Lawyer is irrevocably authorised to do so;

(c) is to be disclosed to any party or Authority that may have interest in it, including the Buyer's financier, the Queensland Office of State Revenue and the Queensland Land Registry; and

(d) is to be disclosed on the Transfer Documents in accordance with the requirements of any Authority and the Queensland Law Society.


6. Lot Defects

6.1 Defects generally

(a) The Developer will take reasonable steps to procure its building contractor to cause any defects or other faults in the Lot to be remedied within a reasonable period after receipt of the notice referred to in clause 6.1(a)(ii), but such defects or faults must be:

(i) due to materials or workmanship not being in accordance with the building contract relating to the Scheme Buildings; and

(ii) specified in a notice given to the Developer within 60 days after Settlement.

(b) However, the Developer need not remedy:

(i) defects in any Chattel for which there is a manufacturer's or supplier's warranty;

(ii) defects that would be rectified by normal maintenance, damage due to wear and tear or temperature changes, small imperfections, minor shrinkage or minor settlement cracks; or

(iii) services for the Lot that are not working.

If there is a dispute about defects then it must be referred to the Architect, whose decision is final and binding on the Buyer, the Developer and the Seller.

(c) Any valid claim by the Buyer against the Developer for failing to comply with its obligations under this clause 6.1 is limited to reasonable rectification costs.

(d) Subject to clause 6.1(c), the Buyer is not entitled to and must not refuse to settle or withhold the Purchase Price or any part of it at Settlement, or make any Claim against the Seller or the Developer, by reason of any defect or fault in:

(i) the Lot, the Building, the Scheme Buildings or Common Property; or

(ii) the Chattels.

6.2 Access for rectification of defects

The Buyer must give the Developer and the Developer's building contractors and subcontractors reasonable access to the Lot at no charge to undertake any rectification or repair work required under clause 6.1(a).

7. CMS and BMS and Developer's rights

7.1 Developer may vary CMS

(a) While at the Contract Date it is intended that the CMS will contain the provisions (including By-laws) set out in a Proposed CMS contained in the Disclosure Documents, the Developer is entitled at any time to make variations between the Proposed CMS and the CMS as registered from time to time as the Developer in its absolute discretion considers desirable or necessary:

(i) for the effective control and management of the Scheme, the Building or the Development;


(ii) to facilitate and implement the progressive development of the Scheme (where applicable);

(iii) to take into account any variations to the Scheme as provided for in this Contract;

(iv) to change the name of the Scheme;

(v) in relation to an alteration to the lot entitlements of the lots (including the Lot) or the aggregate lot entitlements of all lots in the Scheme;

(vi) because of any change to any other part of the Development; or

(vii) because of any changes or additions to the CMS (including By-laws) required by a condition of any Approval, or a requirement of the Council or any other relevant Authority.

(b) Subject to the Buyer's rights under Chapter 5 of the BCCM Act, the Buyer must not withhold any part of the Purchase Price, delay Settlement or make any objection or Claim as a result of such variations.

(c) It is a fundamental term of this Contract that for variations proposed to the CMS as contemplated by clause 7.1, the Buyer must:

(i) not object to, dissent from or vote against a resolution approving required variations and the recording of a new community management statement; and

(ii) if required to do so by the Seller or the Developer, vote in favour of the resolution.

7.2 BMS and Scheme Land

(a) The Buyer and all occupiers of the Lot will be required to comply with any BMS.

(b) Any occupancy agreement or arrangement entered into between the Buyer and an Occupier must contain a covenant from the Occupier to comply with any BMS and the By-laws at all times;

(c) The Buyer acknowledges and agrees that:

(i) any BMS disclosed to the Buyer in the Disclosure Documents is in draft form only and may not contain all information required to facilitate the Development including details of all shared areas, shared access ways, shared facilities (and structures), or cost sharing arrangements between the parties to the BMS;

(ii) information, plans and schedules contained in any BMS (including particulars of shared facilities, shared area, and cost sharing arrangements) may change from time to time as determined by the Developer for the effective and efficient management of the land the subject of a BMS;

(iii) further building management statement(s) in addition to the draft BMS disclosed in the Disclosure Documents may be required to facilitate parts of the Development (including any part of the Scheme Land), and where so required, will be on terms determined by the Developer, and may be registered by the Developer;


(iv) the Developer may amend, extinguish or partially extinguish any BMS or building management statement;

(v) the Seller or the Developer may have broad rights granted to it under a BMS in relation to the Development, and the Buyer will not object, make any Claim, or do anything to interfere with the Seller's or the Developer's exercise of those rights (including the Developer's authorised person(s));

(vi) it will consent to or sign any amendment to a BMS, extinguishment or partial extinguishment of a BMS, or a new building management statement (each a BMS Dealing), and where applicable produce any original certificate of title for the Lot, and cause the Buyer's mortgagee(s) (if any) to produce its signed consent in the required Land Titles Registry form together with any original certificate title for the Lot to facilitate registration of a BMS Dealing.

(d) The Buyer is not entitled to and must not withhold any part of the Purchase Price, delay Settlement or make any objection or Claim as a result of any of the matters referred to in this clause 7.2.

(e) Until the Final Date, if the Buyer proposes to transfer the Lot it must prior to such transfer taking place, arrange for the transferee to sign and deliver to the Developer a deed in favour of the Developer and the Seller and on terms reasonably required by the Developer, under which the transferee agrees to be bound by the provisions of this clause. If the Buyer does not comply with this provision, it indemnifies the Developer and the Seller against all Claims incurred or suffered by the Developer and the Seller as a result.

8. Sale or mortgage of development land

8.1 Seller's sale of the Parcel

(a) The Seller may, at any time before Settlement, transfer or assign its interest in the Parcel (whether the whole or any part of it) to any person. If before Settlement, the Seller transfers or assigns its interest in any land from which the Scheme Land will be derived, the following provisions apply:

(i) the terms of this Contract (including any guarantee) will remain binding on the Buyer and the Guarantor and will be enforceable by the assignee or transferee;

(ii) the Seller will give the Buyer a deed poll signed by the transferee or assignee in which the transferee as assignee agrees to be bound by the obligations of the Seller under this Contract; and

(iii) on delivery of the deed poll to the Buyer, the Seller (as assignor) is released from all liabilities and obligations under this Contract (whether arising before or after its delivery).

(b) The Seller may also novate its rights and obligations under this Contract to any person at any time by giving to the Buyer a deed of novation signed by that person. The terms of the novation shall be decided by the Seller but may provide that the Seller is released from all obligations under this Contract, regardless of when they arose. The Buyer must promptly sign the deed and return it to the Seller (or as directed by it).


8.2 Developer's sale of interest in the Development

(a) The Developer may, at any time before Settlement, transfer or assign its interest in the Development (whether the whole or any part of it) to any person. If before Settlement, the Developer transfers or assigns its interest in the Development from which the Scheme Land will be derived, the following provisions apply:

(i) the terms of this Contract (including any guarantee) will remain binding on the Buyer and the Guarantor and will be enforceable by the assignee or transferee;

(ii) the Developer will give the Buyer a deed poll signed by the transferee or assignee in which the transferee as assignee agrees to be bound by the obligations of the Developer under this Contract; and

(iii) on delivery of the deed poll to the Buyer, the Developer (as assignor) is released from all liabilities and obligations under this Contract (whether arising before or after its delivery).

(b) The Developer may also novate its rights and obligations under this Contract to any person at any time by giving to the Buyer a deed of novation signed by that person. The terms of the novation shall be decided by the Developer but may provide that the Developer is released from all obligations under this Contract, regardless of when they arose. The Buyer must promptly sign the deed and return it to the Developer (or as directed by it).

8.3 Mortgage rights and no caveat

(a) The Seller may, at any time do any of the following:

(i) mortgage or charge its interest in the Stage 1 Land, the Stage 1 Volumetric Lot, or the Parcel;

(ii) syndicate its interest in the Stage 1 Land, a Stage 1 Volumetric Lot, or the Parcel, as long as the Seller continues to:

(A) remain liable under this Contract; and

(B) comply with its obligations under this Contract.

(b) If this Contract is an instalment contract under the Property Law Act 1974 (Qld), the Buyer consents to the Seller mortgaging the Stage 1 Land, a Stage 1 Volumetric Lot or Parcel from time to time.

(c) The Buyer must not lodge a caveat against the Lot, the Stage 1 Land, a Stage 1 Volumetric Lot, or the Parcel.

(d) The Buyer irrevocably appoints the Seller and the Developer and their directors and attorneys severally, to be the Buyer's attorney for the purposes of signing a withdrawal of any caveat lodged by the Buyer contrary to clause 8.3(c). The Buyer agrees that the Power of Attorney given under this clause is a "Power of Attorney given as security" for the purposes of Section 10 of the Powers of Attorney Act 1998 (Qld) and may:

(i) not be revoked by the Buyer without the consent of the Developer; and

(ii) be exercised even if such exercise involves a conflict of duty for the Attorney as a personal interest in doing so.


9. Approvals and Sunset Date

9.1 Approvals

(a) The Developer may terminate this Contract by notice in writing to the Seller and to the Buyer or the Buyer's Lawyer if any of the following occur:

(i) the Council or any other Authority having jurisdiction:

(A) refuses to grant or revokes any Approval for the construction, sale or use of the Building, the Scheme, or the Development (or any component part of the Development) or grants any Approval on terms which are not wholly satisfactory to the Developer;

(B) refuses to seal or approve the plan of subdivision involving the cancellation of any lot(s) comprising the Parcel;

(C) refuses to seal or approve the plan of subdivision creating the Stage 1 Land;

(D) refuses to seal or approve the plan of subdivision creating a Stage 1 Volumetric Lot or the Subdivision Plan;

(E) refuses to endorse the CMS;

(F) imposes any conditions on the sealing of the plan of subdivision creating the Stage 1 Land, a Stage 1 Volumetric Lot or Subdivision Plan, with which the Developer is unable or unwilling to comply;

(G) refuses to issue a Certificate of Classification that covers the Lot; or

(ii) any Approval required in connection with any part of the Development lapses, is overridden, suspended or changed;

(iii) the Developer does not obtain finance for the construction of the Building on terms satisfactory to it in the Developer's absolute discretion;

(iv) the Developer does not obtain the level of presales for proposed lots in the Scheme that is satisfactory to the Developer in the Developer's absolute discretion; or

(v) the Developer decides that constructing the Building or undertaking any part of the Development is not Financially Viable.

(b) Clause 9.1(a) is inserted for the benefit of the Developer and may be waived in writing by the Developer, or by operation of clause 9.1(c)(i).

(c) The Developer may exercise its right to terminate the Contract under:

(i) clauses 9.1(a)(iii), 9.1(a)(iv) and 9.1(a)(v) at any time up until 5pm on the date that is 24 months after the Contract Date failing which the Developer is deemed to have waived the benefit of these clauses;

(ii) clauses 9.1(a)(i) and 9.1(a)(ii) at any time up until Settlement.


(d) If the Developer exercises its right of termination under clause 9.1(a), upon giving the notice of termination to the Buyer and the Seller this Contract will be at an end and the Buyer will have no Claim against the Seller and the Developer.

9.2 Buyer to refrain

(a) The Buyer acknowledges that:

(i) the Scheme will form part of the Development which comprises different uses (for example retail uses and potentially hotel uses);

(ii) the Scheme may be progressively developed;

(iii) the Development is intended to be progressively developed over time; and

(iv) the Developer (and persons authorised by it) may lodge one or more Development Applications over the Parcel or part of the Parcel (and, possibly, adjoining land that may not be contained within the Scheme).

(b) The Buyer will not lodge, and will not encourage, support or otherwise in any way assist, any other person, company or entity to lodge, any Objection to the Development Applications lodged by or on behalf of the Developer.

9.3 Sunset Date

(a) Subject to clause 9.3(b), Settlement of this Contract is conditional on:

(i) registration of the Subdivision Plan and recording of the relevant CMS in the Titles Registry; and

(ii) Settlement being effected;

by no later than the Sunset Date, failing which a party may, subject to clause 9.3(b), terminate this Contract by written notice to the other party and this Contract will be at an end and the Buyer will have no Claim against the Seller and the Developer.

(b) The Buyer is not entitled to terminate the Contract under clause 9.3(a) where either of the following apply:

(i) Settlement has not been effected by the Sunset Date because the Seller and the Developer have, at the Buyer's request, agreed to an extension of the Settlement Date to a date that is after the Sunset Date;

(ii) the Buyer is in default of its obligations under the Contract, including by failing to effect Settlement on the Settlement Date.

9.4 Return of Deposit

If this Contract is terminated under this clause 9 and the Buyer is not in default of the Contract, the Deposit paid (or Security provided) will be returned to the Buyer and the Buyer will have no Claim against the Seller and the Developer.


10. Title to the Lot

10.1 Buyer Acknowledgement

The Buyer acknowledges the Common Property and title to the Lot will be subject to:

(a) the BCCM Act and all easements (including those for support, shelter and services) affecting the Lot or Common Property;

(b) the CMS, including all matters disclosed in the CMS;

(c) any BMS (which may be different to any BMS contained in the Disclosure Documents);

(d) all notifications, easements and restrictions (other than any mortgage) on the title for the Scheme Land and the title for the Lot;

(e) any easements registered by the Seller or the Developer created to benefit or burden any land that is or will become Scheme Land (including Common Property), including without limitation for:

(i) the purpose of creating rights of support, access to services, encroachment, access, and to carry out construction works, in relation to structures that have been, or are to be, constructed on the roof of the Building by the Seller or the Developer or any other person that has the lawful right to do so;

(ii) the purpose of creating rights to protect encroachments;

(iii) the purpose of creating right of way and access rights between other components or stages of the Development;

(iv) the purpose of creating right of way or access rights to the Local Authority;

(f) all matters contained in, endorsed upon or annexed to the Subdivision Plan as altered in accordance with the terms of this Contract;

(g) mains, pipes, wires, ducts, plant or any equipment for or any services to any part of the Lot, the Common Property or any part of the Development:

(i) being a joint or shared service with any other land or passing through or over any other land;

(ii) being a service to other land passing through or over the Lot or the Common Property and whether or not protected by a registered easement; or

(iii) being located on the Lot or the Common Property.

(h) all notifications, easements (as amended from time to time), statements, covenants, and restrictions (other than any mortgage, caveat, or writ) included with the Disclosure Documents, or noted on the freehold land register in DNRM in relation to the Lot, the Common Property, the Stage 1 Land, or any land comprising the Parcel:

(i) as at the Contract Date; or

(ii) when or after the Lot is created;


however the Buyer acknowledges that easements registered at the Contract Date over the title of the land comprising the Parcel may not be on the title of the Lot or Common Property, and the Seller or the Developer may (but is not obliged to) procure the surrender of any such easement;

(i) any encroachment by eaves, awnings or fascias of or attached to any improvements on the Lot over any other lot or other property or vice versa, whether or not shown in any plans in the Disclosure Documents;

(j) any encroachment of Common Property onto other land;

(k) any transfer, dedication, lease licence, easement, exclusive use or other right over the Stage 1 Land, a Stage 1 Volumetric Lot, or the Scheme Land, to an Authority;

(l) any transfer, dedication, lease, licence, easement, exclusive use or other right given to any entity providing any service for the benefit of any part of the Development;

(m) any boundary fence or wall, not being upon or within the boundary of the Lot, or the Common Property; and

(n) any other matter or encumbrance disclosed or provided for in this Contract or the Disclosure Documents.

10.2 No requisitions and warranties

(a) The Buyer cannot deliver requisitions or enquiries on title, delay Settlement, withhold any part of the Purchase Price, bring any Claim, or object to any of the matters to which the Buyer has given an acknowledgement to in clause 10.1.

(b) Except as otherwise provided in the Special Conditions or amendments to this Contract (if any), the Buyer acknowledges and agrees that it is not receiving any rebate, discount, cash back or other concession or benefit from the Seller or the Developer in connection with this Contract (including on Settlement).

10.3 Mistake or Lot not constructed as required by contract

(a) If:

(i) there is a mistake or error in the description of the Lot, or the Common Property (including any Exclusive Use Area allocated to the Lot); or

(ii) the Scheme Buildings or the Lot have not been constructed as required under this Contract,

the Buyer will be entitled to claim reasonable compensation from the Developer.

(b) To claim this compensation, the Buyer must give a written notice to the Developer describing the mistake, error, or problem with the Lot or Common Property prior to the Settlement Date. The amount of compensation must be agreed between the parties, and failing agreement, decided by an expert appointed by the President of the Queensland Law Society.

(c) If the Buyer does not provide the Developer with a notice in accordance with this clause, the Buyer is deemed to be satisfied that the Scheme Buildings and Lot have been constructed, and in the case of the Lot delivered, in accordance with this Contract.


(d) The Buyer agrees to accept an undertaking by the Developer to rectify any problem notified by the Buyer to the Developer under the preceding sub-clause instead of the Developer paying compensation to the Buyer. Where the Developer has given an undertaking to do work or some other thing, it must do that thing or procure the work to be done as soon as reasonably practicable.

(e) The Buyer cannot delay Settlement, refuse to settle, withhold any part of the Purchase Price or otherwise make any Claim (other than as contemplated under this clause 10.3) because of any matter to which the Buyer is entitled to compensation under this clause 10.3.

10.4 No other encumbrances

The Lot is otherwise sold free of encumbrances except for those referred to or contemplated in this Contract or the Disclosure Documents.

11. Management Arrangements

11.1 Seller may have body corporate enter into agreements and conduct affairs

The Developer may procure the Seller before or after the Settlement Date until the expiry of the power of attorney referred to in clause 21 to procure the Body Corporate to:

(a) conduct any business required or permitted under the BCCM Act;

(b) enter into, amend or terminate agreements with any person, including appointing a body corporate manager and service contractors or authorising a letting agency with any person the Developer determines including agreements generally in the form of those in the Disclosure Statement with such variations as the Developer determines (the body corporate manager, service contractor or utility provider may be different to that disclosed in the Disclosure Documents);

(c) grant or accept leases, licences or easements over or in favour of Common Property for services that are or might be of benefit to lot owners, Occupiers or patrons, the Body Corporate or adjoining owners, or are required by the Council or another Authority;

(d) enter into, amend or terminate agreements, documents, dealings or any other matter referred to in the BCCM Act or disclosed or contemplated in this Contract or the Disclosure Documents (the body corporate manager, service contractor or utility provider may be different to that disclosed in the Disclosure Documents);

(e) amend, extinguish or partially extinguish any BMS;

(f) engage a bulk supplier of electricity and/or other utilities;

(g) engage a contractor to procure, manage and administer any bulk utilities supplied to any part of the Scheme;

(h) enter into equipment rental or lease agreements in connection with the supply of utilities to the Scheme;

(i) enter into any agreement that may be a requirement of any Approval issued by the Council or any other relevant Authority or as a condition to the provision of any service or utility to the Development or Scheme including an agreement with the Council or the relevant supplier for a bulk bin collection service for the Development;


(j) grant indemnities to the Council and to the Council's agents and contractors in respect to any Claims that may arise from the Council refuse collection vehicle entering the Scheme Land or collecting refuse related to the Scheme Land;

(k) grant rights of exclusive use or special rights to the owner from time to time of any other lot over any part of the Common Property including areas for car parks, storage areas, lifts, grease traps, and courtyard areas;

(l) vary the By-laws for any purpose not inconsistent with any matter disclosed or contemplated in this Contract or the Disclosure Documents;

(m) hold one or more general meetings while the Seller is the sole member, electing a committee and attending to any other business the Seller or the Developer thinks fit including, without limitation, matters referred to in the BCCM Act, Regulation Module or disclosed or contemplated in this Contract or the Disclosure Documents;

(n) effect insurance for the Scheme as part of an insurance policy taken out under the CMS or the BCCM Act;

(o) effect insurances required under any easement, lease, licence or other instrument affecting the Scheme Land or agreement relating to the Scheme Land;

(p) attend and vote at any BMS committee group meetings in relation to any BMS including to amend a BMS or to attend to any business the Seller or the Developer thinks fit including, without limitation, matters disclosed or contemplated in this Contract or the Disclosure Documents.

11.2 Service agreements

The Buyer acknowledges that:

(a) the Developer may procure the Seller to cause the Body Corporate to engage service contractors to provide services including for the provision of caretaking, letting, hot water, electricity, utilities billing, administration, broadband, pay television or gas;

(b) the provisions of any such agreement for services may not be known or finalised until shortly prior to the establishment of the Scheme;

(c) examples of some of the type of agreements for engagement for such services may be in the Disclosure Documents however the final terms in any such agreement entered into may be different from those in the Disclosure Documents or there may be new service agreements that the Developer is not aware of until shortly prior to the establishment of the Scheme;

(d) any such agreement may be entered into by the Developer or any person nominated by the Developer;

(e) any money paid to the Seller, the Developer or to any other person for causing:

(i) any such agreement to be entered into with the Body Corporate; or

(ii) any interest in any such agreement entered into with the Body Corporate to be assigned, transferred or disposed of,

is the recipient's absolute property.


11.3 Buyer consents

The Buyer, as a person having an interest:

(a) consents to and approves each of the matters in clause 11.1 and clause 11.2; and

(b) is not entitled to and must not object to, make any Claim, withhold any part of the Purchase Price, delay Settlement or terminate this Contract as a result of such matters.

12. Safety for shared pool

(a) The Buyer acknowledges that the Developer will use reasonable endeavours to give to the Buyer a copy of a current Pool Safety Certificate in respect of any pool on the Common Property on or before the Settlement Date.

(b) Despite clause 12(a), the Buyer must not make any Claim, terminate this Contract, delay Settlement, or withhold any part of the Purchase Price if, for whatever reason:

(i) the Developer does not give a copy of the Pool Safety Certificate to the Buyer; or

(ii) a Pool Safety Certificate has not issued,

in respect of any pool on the Common Property on or before the Settlement Date.

13. Settlement

13.1 Time and place for settlement

Settlement must occur on the Settlement Date between the hours of 9am and 4pm at the Place of Settlement and at a time nominated by the Developer's Lawyer. Failing nomination, settlement will take place at the Developer's Lawyer's offices in Brisbane at 4pm on the Settlement Date.

13.2 BCCM Act Requirement

Despite anything else in this Contract, Settlement must not take place earlier than 14 days after the Developer gives notice to the Buyer that the Scheme has been established, or changed, to create the Lot.

13.3 Timing of notice

(a) The Developer must not give a Settlement Notice until a Registration Notice is given to the Buyer (although these may be given to the Buyer at the same time).

(b) The Developer need not give a Settlement Notice until the Developer is satisfied that all obligations required to be performed by the Developer under this Contract by any Authority or at law on or before the Settlement Date will be completed within 14 days of the giving of a Settlement Notice.

(c) If a Certificate of Classification has not issued by the Settlement Date or the Developer requires an extension of the Settlement Date for any other reason, the Developer may extend the Settlement Date by notice to the Buyer (or the Buyer's Lawyer) on any number of occasions by up to an aggregated period of 60 days.


(d) For the avoidance of doubt, the Developer may give the Buyer a Registration Notice before the Developer gives the Buyer a Settlement Notice. This may particularly be the case if the Seller elects to have staged settlements (see clause 13.4). Alternatively, the Developer may give the Registration Notice and the Settlement Notice to the Buyer at the same time.

(e) Despite any other term of this Contract, a Registration Notice or Settlement Notice given on or after 5pm on a Business Day shall be deemed to be received by the Buyer on that same Business Day.

13.4 Staged Settlements

(a) The Seller may elect to effect settlement on the sale of the various lots within the Scheme at different times on a staged basis (Staged Settlements).

(b) The Buyer acknowledges that if the Seller elects to effect Staged Settlements, construction works of some parts of the Scheme (lots and Common Property) may continue to be undertaken after Settlement.

(c) The Buyer must not object to the Seller effecting Staged Settlements and the Buyer must not object to continued construction activities within the Scheme including:

(i) building improvements or any other things done on or within the Stage 1 Land including any noise, nuisance or other inconvenience which may arise from those activities;

(ii) the use by the Developer and any party authorised by the Developer of parts of the Scheme (including Common Property) for construction access and the storage of building materials, vehicles, equipment or fuel; and

(iii) the Developer and any party authorised by the Developer causing areas within the Scheme to be temporarily closed off to facilitate the continued construction of the Scheme,

despite these things occurring after Settlement even if for an extended period after Settlement.

13.5 Pre-Settlement Inspection

Upon written request to the Developer, the Buyer may make an appointment with the Developer to inspect the Lot once only prior to Settlement in conjunction with the Developer or its authorised representative at a time nominated by the Developer acting reasonably (which will be any time between the hours of 9am and 3pm). The Buyer cannot inspect the Lot without an appointment. Only the Buyer or one authorised representative of the Buyer is entitled to inspect the Lot.

13.6 Preparation of transfer documents

(a) Unless the Developer's Lawyer elects to prepare them, the Transfer Documents must be prepared by the Buyer or Buyer's Lawyer and given to the Developer's Lawyer at least five Business Days before the Settlement Date.

(b) If the Developer elects to prepare the Transfer Documents:

(i) the Developer is not required to complete any of the information about the Buyer in the Form 24;


(ii) if the Buyer has appointed lawyers, it must at least 10 Business Days prior to the Settlement Date, request its solicitor to give the Developer's Lawyer an undertaking that the Transfer Documents will be used for stamping purposes only prior to the Settlement Date; and

(iii) the Buyer must at least three Business Days prior to the Settlement Date advise the Developer of any information that is incorrect in the Transfer Documents otherwise the Buyer is deemed to be satisfied with the form and content of the Transfer Documents.

13.7 Stamping of transfer documents before settlement

(a) The Developer will permit the Buyer to stamp the Transfer Documents prior to Settlement if the Buyer's Lawyer provides the Developer with an undertaking to hold the Transfer Documents for stamping purposes only until Settlement and to return them to the Developer on request.

(b) If the Buyer is not represented by a lawyer and pays the Developer's reasonable expenses, the Developer will if requested, produce the Transfer Documents at the Office of State Revenue (or an assessor authorised by the Office of State Revenue) for stamping before settlement.

13.8 Payment of balance purchase price

At Settlement, the Buyer must:

(a) where the Deposit has been paid in the form of cash, pay the Balance Purchase Price; or

(b) where the Buyer has given the Seller a Security instead of a cash Deposit, pay the Purchase Price,

plus or minus any adjustments under this Contract to the Seller by bank cheques payable as directed by the Seller.

13.9 Documents etc to be exchanged at settlement

In exchange for the Payment made under clause 13.8 and a copy of the Body Corporate Notice signed on behalf of the Buyer, the Seller must give the Buyer at Settlement:

(a) vacant possession of the Lot (unless otherwise agreed by the parties);

(b) any instrument of title for the Lot required to register the transfer to the Buyer;

(c) subject to clause 13.7, Transfer Documents capable of immediate registration after stamping and completion of any information in the Form 24;

(d) a release of any mortgage or withdrawal of any caveat lodged over the Lot in registrable form duly stamped (if necessary) (but the Buyer may not require the Developer or the Seller to register the release or withdrawal before settlement or produce a discharge or release of any other charge);

(e) a release of any Security Interest that is clearly affecting specific personal property in the Lot and which will not be released from the Security Interest because of the transfer of that personal property in the ordinary course of the Developer's business or the Seller's business;


(f) if the Buyer makes a written request to the Seller no later than three Business Days before the Settlement Date (and a copy has not been previously given), a copy of the Certificate of Classification; and

(g) keys, codes or devices in the Seller's possession or control for all locks and security systems on the Lot and to allow access to the Lot, unless the Developer directs that these are to be collected from the Developer's Agent (at a location to be nominated by the Developer) or the Buyer has agreed to receive them in some other way.

13.10 Title to chattels/assignment of warranties

On Settlement:

(a) title to the Chattels (which must, subject to clause 13.9(e)) be free from encumbrances) passes to the Buyer; and

(b) the Developer assigns to the Buyer the benefit of any manufacturer's or builder's warranties in relation to the Lot to the extent they are assignable.

13.11 Passing of risk

(a) If the Subdivision Plan is registered at the Contract Date, risk in the Lot and Chattels passes from the Developer to the Buyer at midnight on the Business Day after the Contract Date.

(b) If the Subdivision Plan is not registered at the Contract Date, risk in the Lot and Chattels passes from the Developer to the Buyer at midnight on the day before the Settlement Date originally provided for in this Contract.

13.12 Damage or destruction of Building or Lot

(a) If in the Developer's reasonable opinion the Building, the Scheme Buildings or the Lot are destroyed or substantially damaged or a Prescribed Event occurs (in which regard the Developer's decision will be final and binding) the Developer must give the Buyer notice of that decision.

(b) Where the preceding clause applies, the Developer may, at any time before Settlement elect to:

(i) reinstate the Building, Scheme Buildings or Lot; or

(ii) terminate this Contract,

by giving notice to the Buyer no later than the Settlement Date.

(c) If the Developer elects to reinstate, the Settlement Date must be extended for a reasonable time as certified by the Architect, having regard to the works required to effect the reinstatement. For the avoidance of doubt, any extension of the Settlement Date in accordance with this clause does not result in an extension of the Sunset Date.

(d) If this Contract is terminated under clause 13.12(b)(ii), and the damage was not caused or contributed to by the default of negligence of the Buyer, the Deposit will be refunded (or Security returned) and no party will have any Claims against the other.


(e) If the Developer does not make an election under clause 13.12(b), the Buyer may terminate this Contract by giving written notice to the Seller and the Developer, provided that 60 days have elapsed since the Developer gave notice under clause 13.12(a) and the damage was not caused or contributed to by the Buyer's default or negligence.

(f) Section 63 of the Property Law Act 1974 (Qld) does not apply.

14. Possession before Settlement

If possession is given before Settlement:

(a) the Buyer must maintain the Lot in substantially its condition at the date of possession, fair wear and tear excepted;

(b) entry into possession is under a licence personal to the Buyer revocable at any time by the Developer and does not:

(i) create a relationship of landlord and tenant; or

(ii) waive the Buyer's rights under this Contract;

(c) the Buyer must insure the Lot to the Developer's satisfaction;

(d) the Buyer indemnifies the Seller and the Developer against any Claim incurred or suffered by the Seller or the Developer as a result of the Buyer's possession of the Lot; and

(e) the Developer or any person authorised by the Developer may at reasonable times before Settlement enter and view the Lot and do anything necessary for the preservation or repair of the Lot.

15. Use of Lot by Buyer and Buyer's Promises

The Buyer makes the following promises to the Seller and the Developer:

(a) that the Buyer's acquisition of the Lot is for Personal or Non Personal Use as elected by the Buyer in the Contract Details and that the election noted in the Contract Details is correct as at the Contract Date;

(b) that the Buyer has read (or has been given an opportunity to do so) and has taken (or was giving the opportunity to take) legal advice and any other advice the Buyer considered appropriate before entering into the Contract in relation to:

(i) the Development Information contained in the Disclosure Documents which contains some general information regarding the Developer's intention for the development of certain parts of the Parcel as at the Contract Date which may change in accordance with the terms of this Contract (for example, the subdivision of the Parcel);

(ii) the Development;

(iii) the terms of this Contract;

(iv) the Disclosure Statement; and

(v) the Disclosure Documents;


(c) that the Buyer was given an effective opportunity to negotiate the terms of the Contract before entering into the Contract and has either negotiated those terms, or elected not to negotiate the terms; and

(d) that the Buyer agrees the terms of the Contract are reasonable and balanced as between the rights and obligations of the Buyer, the Developer and the Seller.

16. Adjustment of Purchase Price

16.1 Liability for outgoings

Subject to clause 16.2, all Outgoings in respect of the Lot shall be borne and be paid by the Buyer as and from and including the Settlement Date and shall, if necessary, be apportioned on Settlement between the Seller and the Buyer.

16.2 Adjustment of body corporate levies

The Buyer is liable for all Body Corporate Levies payable for the Lot.

16.3 Adjustment of Outgoings

Outgoings must be adjusted:

(a) if they are paid, on the amount actually paid; and

(b) if they are unpaid, on the amount payable disregarding any early payment discount.

16.4 Adjustment of Outgoings where no separate assessment

(a) Subject to clause 16.4(b), clause 16.5, clause 16.7 and clause 16.8, if the relevant Authority has not issued a separate assessment of an Outgoing for the Lot, then the Outgoing must be adjusted in the way reasonably decided by the Developer's Lawyer.

(b) If Council rates (forming part of the Rates) have not been assessed for the Lot at Settlement then the adjustment at Settlement will be calculated on the basis that the annual rates for the Lot are $2,000 and are unpaid from the date of registration of the Subdivision Plan.

16.5 Adjustment of land tax

Land tax must be adjusted on the land tax payable by the Seller on the land last assessed on the previous 30 June and apportioned to the Lot as follows:

(a) if the last assessed land is a Stage 1 Volumetric Lot that was cancelled by registration of the Subdivision Plan, by interest schedule lot entitlements;

(b) if the last assessed land was not the Stage 1 Volumetric Lot, by first apportioning the land tax to either the Parcel, the Stage 1 Land or the land to be cancelled to create the Stage 1 Land (depending on which parcel of land that land tax has been assessed against) by area and land tax value or any other reasonable way the Developer specifies, and then between the lots in the Scheme by interest schedule lot entitlements.


16.6 Unpaid amounts

(a) The Buyer may not require any money to be retained, or payment made from the Purchase Price, on account of unpaid land tax or because the Buyer does not receive a land tax clearance for the Lot.

(b) If the Buyer does not receive a land tax clearance for the Lot by Settlement then the Seller or the Developer will, within a reasonable time, pay the land tax for the Lot, the Stage 1 Land or the Stage 1 Volumetric Lot (as applicable) so that it is paid for the period up to and including the Settlement Date.

16.7 Insurance

The Buyer must pay to the Seller at Settlement a proportion of any amount the Seller (or the Developer on the Seller's behalf) has paid in accordance with section 191 of the BCCM Act (including the insurance premium and related costs and duties). Such proportion will equal the proportion the interest schedule lot entitlement of the Lot bears to the total interest schedule lot entitlement for all lots in the Scheme.

16.8 Broadband connection costs

The Buyer is responsible for payment of any moneys chargeable or charged by a telecommunications carrier for connection of the Lot to a broadband network or for activation of a broadband or voice service to the Lot (at any time before or after Settlement). If the Seller or the Developer elects to pay such charges before Settlement, the following provisions apply:

(a) if such charges are already paid by the Seller or the Developer before Settlement, then the Buyer must reimburse the Seller on Settlement for the full amount of that payment by way of adjustment to the Purchase Price if required by the Seller;

(b) if such charges are not paid by the Seller or the Developer before Settlement, then the Buyer must provide to the Seller on Settlement a Bank Cheque drawn in favour of the telecommunications carrier for the full amount of that charge and the Seller must forthwith following Settlement deliver that Bank Cheque to the telecommunications carrier.

16.9 Readjustments

If an Outgoing is adjusted on an amount that proves to be different from the actual amount of the Outgoing for the relevant period then either party may require a readjustment in accordance with this clause 16. The Seller or the Developer need not comply with an obligation to pay an Outgoing until the readjustment is made.

17. Buyer's Default

17.1 Default - Seller's Rights

If the Buyer fails to comply with any term of or obligation under this Contract, the Seller may:

(a) affirm the Contract and sue the Buyer for damages or for specific performance or both;

(b) terminate the Contract and do all or any of the following:

(i) sue the Buyer for damages of the Seller;


(ii) resell the Lot;

(iii) resume possession of the Lot; and/or

(iv) forfeit the Deposit and accrued interest (and call or draw on the Security);

(v) the Seller may recover from the Buyer as a liquidated debt any part of the Deposit the Buyer has failed to pay; or

(c) if Settlement has been effected, sue the Buyer for damages or any other equitable remedy available to the Seller.

17.2 Default - Developer's Rights

If the Buyer fails to comply with any term of or obligation under this Contract, the Developer may:

(a) affirm the Contract and sue the Buyer for damages or for specific performance or both;

(b) terminate the Contract and sue the Buyer for damages of the Developer;

(c) if Settlement has been effected, sue the Buyer for damages or any other equitable remedy available to the Developer.

17.3 Resale

(a) The Seller or the Developer may recover from the Buyer as liquidated damages:

(i) any deficiency in price on resale;

(ii) the Developer's and Seller's expenses connected with this Contract, any repossession, any failed attempt to resell and the resale; and

(iii) the Outgoings and Body Corporate Levies that would have been payable by the Buyer if the Contract had settled.

(b) Any profit on resale belongs to the Seller.

17.4 GST on forfeited Deposit

If the Seller forfeits the Deposit, the Buyer must in addition to the forfeited Deposit pay to the Seller an amount equal to the Seller's liability for GST on the forfeited Deposit within five Business Days of written demand by the Seller to the Buyer. The Seller must provide the Buyer with a valid tax invoice in exchange for payment of the GST amount.

17.5 Seller's and the Developer's damages

(a) The Seller is entitled to damages for any loss which it suffers as a result of the Buyer's default, including legal costs on a full indemnity basis.

(b) The Developer is entitled to damages for any loss which it suffers as a result of the Buyer's default, including legal costs on a full indemnity basis.

(c) The Buyer indemnifies and agrees to keep indemnified the Seller and the Developer against any Claim incurred or suffered by the Seller or the Developer as a result of the Buyer's default under the Contract.


17.6 Interest on late payments

Without affecting the Seller's or the Developer's other rights, if any money payable by the Buyer under this Contract is not paid when due (or the Seller or the Developer agrees to extend the Settlement Date), the Buyer must pay the Seller or the Developer interest on that money calculated at the Default Interest Rate from the due date for payment (or in the case of an extension of the Settlement Date, from the Settlement Date originally provided for in this Contract) until payment is made. Interest is capitalised on the first of each month. The Buyer must pay the interest at Settlement. The Seller or the Developer may recover that interest from the Buyer as liquidated damages.

18. Assignment

(a) The Buyer acknowledges that if the Developer transfers its interest in this Contract, the Parcel, the Stage 1 Land, a Stage 1 Volumetric Lot, or the Lot the Developer may also assign or transfer the benefit of the Guarantor's obligations under the Guarantee.

(b) The Buyer acknowledges that if the Seller transfers its interest in this Contract, the Parcel, the Stage 1 Land, a Stage 1 Volumetric Lot, or the Lot the Seller may also assign or transfer the benefit of the Guarantor's obligations under the Guarantee.

19. Statutory Notices

The Buyer acknowledges and accepts that:

(a) prior to executing this Contract it received from the Seller a statement in writing by the Seller (signed and dated by the Seller or the Seller's agent or authorised signatory) and a Disclosure Plan in compliance in every respect with the requirements of section 213 of the BCCM Act;

(b) the Buyer has read (or has been given an opportunity to do so) and has taken (or was giving the opportunity to take) legal advice and any other advice the Buyer considered appropriate before entering into the Contract in relation to:

(i) the Development Information contained in the Disclosure Documents which contains some general information regarding the Developer's intention for the development of certain parts of the Parcel as at the Contract Date which may change in accordance with the terms of this Contract (for example, the subdivision of the Parcel);

(ii) the Development;

(iii) the terms of this Contract;

(iv) the Disclosure Statement; and

(v) the Disclosure Documents;

(c) the Seller is the seller for the purposes of the BCCM Act and the Developer is not a seller for the purposes of the BCCM Act.

(d) the Disclosure Statement is substantially complete for the purposes of Section 213 of the BCCM Act;


(e) for all purposes the 'disclosure statement' within the meaning of section 213 of the BCCM Act:

(i) comprises so much of the contents of the Disclosure Documents as are necessary to constitute that disclosure statement and not the entire contents of the Disclosure Documents; and

(ii) comprises so much of the Disclosure Document as the Seller may state in a notice to the Buyer.

(f) the Buyer is deemed to have read this Contract and the Disclosure Documents before it signed this Contract and any information disclosed in the Contract and the Disclosure Documents is deemed to be disclosed to the Buyer before the Buyer entered into this Contract;

(g) the Buyer cannot object, given the Buyer's agreement and acknowledgments under this clause, as a result of the content or any deficiency in the Disclosure Statement; and

(h) the Buyer will not object, delay Settlement, withhold any part of the Purchase Price or make any Claim against the Seller or the Developer or terminate this Contract as a result of the content or any deficiency in the Disclosure Statement or in relation to the matters to which the Buyer has acknowledged and accepted in this clause 19.

20. Privacy

(a) The Buyer consents to:

(i) the collection of the Personal Information;

(ii) the use and disclosure by the Developer or the Seller of the Personal Information for the purposes of enabling the Developer or the Seller to comply with its obligations under, associated with and arising in connection with this Contract, including any obligations to any third parties such as the Developer's or the Seller's financier;

(iii) the disclosure to, and use by, third party contractors and service providers engaged by the Developer or the Seller of the Personal Information for the purpose of:

(A) enabling the Developer or the Seller to comply with and fulfil its obligations under or arising pursuant to or in connection with this Contract;

(B) the Developer or the Seller exercising any right under this Contract;

(C) procuring the provision to the Buyer of the products and services contemplated by this Contract;

(D) providing the Buyer with information relating to future activities of the Developer of the Seller; and

(E) undertaking research in connection with this Contract and any future activities of the Developer or the Seller;


(iv) the disclosure of Personal Information to related companies and other organisations with which the Developer or the Seller is affiliated which may use and disclose Personal Information for marketing purposes;

(v) the disclosure of Personal Information to other third parties including professional advisers, printing houses, insurers and marketing agents; and

(vi) the use and disclosure by the Developer or the Seller of the Personal Information for the purposes of enabling the Developer or the Seller to enforce its rights under the Contract.

(b) The Buyer acknowledges:

(i) the Personal Information is held by the Developer or the Seller subject to the requirements of the Privacy Act; and

(ii) in accordance with the requirements of the Privacy Act, the Buyer may request access to the Personal Information and request that it be corrected at any time by contacting the Developer.

21. Power of attorney and related matters

21.1 Buyer appoints Seller as proxy and attorney

(a) If the Buyer is a natural person (and where more than one, each person comprising the Buyer), then the Buyer appoints the Seller, and any director, secretary, or senior executive of the Seller, jointly and severally, to be its proxy for the matters stated in clause 21.1(b) and clause 21.1(c) until the date that is one year after the Scheme is established or changed (as applicable).

(b) The Buyer (and where more than one, each person comprising the Buyer), irrevocably appoints the Seller, and any director, secretary, or senior executive of the Seller, jointly and severally, to be the attorney of the Buyer and to be the Buyer's representative on the Body Corporate roll, and do any of the following:

(i) give the Body Corporate the required notice for the Seller to be recorded on the body Corporate roll as the Buyer's representative;

(ii) revoke the appointment of any person appointed as the Buyer's owner representative;

(iii) appoint a proxy for the Buyer (if a natural person), or appoint a corporate owner nominee if the Buyer is a corporation;

(iv) revoke any existing appointment so that the Seller can appoint a new corporate owner nominee;

(v) attend at and vote in the name of the Buyer at any meetings of the Body Corporate or Committee;

(vi) complete, sign and lodge any other documents to allow the Seller to vote in the name of the Buyer at any meetings of the Body Corporate or the Committee;

in respect of any of the purposes and subjects appearing in the power of attorney statement disclosed in the Disclosure Documents (POA Statement), and to do anything else that is ancillary to the purposes of this power of attorney;


(c) The power of attorney granted under clause 21.1(b) will end on the date that is one year after the Scheme is established or changed (as applicable), and during this period the Buyer must not exercise its voting rights for any of the purposes for which the Seller is entitled to use the power of attorney and proxy in this clause 21.

(d) To the extent permitted by law, the Seller (or any corporate owner nominee or proxy appointed by the Seller) may exercise the power of attorney under clause 21.1(b) to the exclusion of the Buyer if the Seller requires such exclusion, and the Buyer must vote in accordance with the Seller's directions at any meeting of the Body Corporate or the Committee in relation to any matter described in clause 21.1(b) and the POA Statement.

(e) If for any reason the Seller is unable to exercise the rights granted to it by clause 21.1(a), or the power of attorney in clause 21.1(b), the Buyer must exercise its rights as the Seller directs, but only in relation to the matters set out in clause 21.1(b) and the POA Statement.

(f) The Buyer must ratify and confirm anything that the Seller lawfully does under the power of attorney under this clause 21.1.

(g) If requested by the Seller (or the Seller's Lawyer) the Buyer must, within 7 days after being given a power of attorney on the terms contained in this clause 21 and prepared by the Seller's Lawyer (POA Document), validly sign and return 2 copies of the POA Document to the Seller or the Seller's Lawyer, in accordance with the Seller's reasonable requirements. The Buyer irrevocably authorises and directs the Seller to complete any incomplete details in, and date, the power of attorney provided by the Buyer under this clause.

(h) If the Buyer does not comply with clause 21.1(g), then the Buyer appoints the Seller (jointly and severally) as its attorney to comply with that clause.

21.2 Buyer must preserve seller's rights on sale

The Buyer must not dispose of nor transfer the Lot or any share in the Lot without first obtaining at the Buyer's cost and giving to the Seller:

(a) a power of attorney in the same terms, of the same duration and to the same persons as the one given pursuant to clause 21.1; and

(b) a deed by which the disponee covenants with the Seller in the same terms as clause 21.1 and this clause 21.2.

21.3 Seller may terminate for breach

The Seller may without prejudice to any of its other rights treat a breach by the Buyer of clauses 21.1 and 21.2 as a breach or default entitling the Seller to terminate this Contract, and exercise the remedies available to it under clauses 17.1(b) or 17.1(c).

22. Dividing Fences

(a) Despite anything in the Neighbourhood Disputes (Dividing Fences and Trees) Act 2011 (Qld) (or any law that replaces it), the Seller will not be required to contribute to any dividing fence between the Lot and any adjoining land owned by the Seller.

(b) If the Buyer transfers the Lot it must obtain from the transferee a deed of covenant in favour of the Seller so that the transferee agrees to be bound by this clause 22


as if it was the Buyer. If the Buyer does not do that, it indemnifies the Seller against all Claims incurred by the Seller as a result.

23. FIRB Approval - Warranty

The Buyer warrants that it has correctly completed the foreign persons section of the Contract Details. If the Buyer has not completed the foreign persons section of the Contract Details, the Buyer warrants that it is not a "Foreign Person" for the purposes of FATA. The Buyer will provide any further information requested by the Developer which is needed to comply with the requirements of FIRB.

24. FIRB Approval - Exemption Certificate

(a) If an Exemption Certificate has been obtained and a copy is contained in the Disclosure Documents and the Buyer is a Foreign Person then the Buyer must, within 10 Business Days after receiving a request from the Developer's Lawyer give to the Developer's Lawyer a statement containing the following:

(i) name and nationality of the Buyer where the Buyer is an individual, or if the Buyer is a company, the names and nationality of all of the ultimate shareholders of the company;

(ii) names and nationality of all beneficiaries (including unitholders where applicable) where the Buyer is a trust (including where the trust is not disclosed in the Contract Details);

(iii) whether or not the Buyer is a Foreign Person for the purposes of FATA; and

(iv) any other relevant information reasonably required by the Developer.

(b) If before Settlement any of the information contained in a statement given by the Buyer under clause 24(a) changes, then the Buyer must, within three Business Days of that change occurring, give to the Developer's Lawyer a further statement under clause 24(a) containing the correct information.

(c) The Buyer irrevocably consents to any information provided by it under this clause 23 being included in any report required to be given to FIRB or any other relevant Authority.

25. Not used

26. Exclusive Use Areas / Occupation Authority

(a) This sale includes the Exclusive Use Area noted in the Contract Details (if any) (Lot EU Area). Where applicable a Lot EU Area may be allocated to the Buyer by way of an exclusive right of use or special right under the By-laws. Despite any other term contained in this Contract, the Seller or the Developer reserves the right to include any Lot EU Area (as applicable) as part of the title of the Lot.

(b) If the Buyer is purchasing a Townhouse Lot, in addition to any Exclusive Use Areas noted in the Contract Details, the Buyer is also granted a Townhouse Lobby and special rights to a Refuse Room Area.


(c) The Buyer acknowledges that:

(i) the Exclusive Use Areas have not been allocated by the Developer to the Lot or proposed lots in the Scheme as at the Contract Date;

(ii) at the Developer's discretion, and subject to the Developer's rights under this Contract, the Developer will determine the Lot EU Area to the Lot prior to the Settlement Date;

(iii) the Developer will allocate Small Car Spaces to Small Car Space Lots and Parallel Car Spaces to Parallel Car Space Lots as disclosed in this Contract and are subject to change at the Developer's discretion;

(iv) the Developer will determine the location of the Lot EU Area in the Developer's discretion;

(v) a Car Space may or may not include a wall mounted bike rack, and if it does, any wall mounted bike rack is Common Property;

(vi) the Developer will cause the Seller to give the Buyer a Further Statement which will identify the Lot EU Area (if any) in Schedule E of the CMS prior to the Settlement Date.

The Buyer accepts that pursuant to the relevant By-law the notice of allocation to the Body Corporate of any Exclusive Use Area for a particular lot and the recording of a new community management statement to facilitate the allocation may not occur until after Settlement, and the Buyer consents to any such allocation.

(b) The Developer may in its absolute discretion procure the Seller to cause the Body Corporate to allocate to other buyers of lots in the Scheme exclusive use or special rights over part of the Common Property or Body Corporate assets for car parking, storage, townhouse lobby, refuse rooms, grease trap, or any other purpose. The Seller will be entitled to any moneys paid for such rights.

(c) For the avoidance of doubt, the Developer:

(i) is not obliged to allocate to any lot an Exclusive Use Area; and

(ii) may allocate to some lots (and not others) an Exclusive Use Area,

and the Buyer may not object, delay Settlement, withhold any part of the Purchase Price, or make any Claim in that regard.

(d) The Developer may in its absolute discretion cause the Body Corporate to give a property occupier or service contractor an occupation authority to occupy a particular part of the Common Property for any purpose permitted by the BCCM Act or the Regulation Module. In particular, the Developer may cause the Body Corporate to give the occupation authority referred to or contemplated in the caretaking agreement or letting agreement (if any) contained in the Disclosure Documents. There is no limit to the number of Occupation Authorities that may be granted under this clause.

(e) The Buyer accepts that the allocation to a service contractor of any occupation authority may not occur until after Settlement.

(f) The proposed By-laws giving exclusive use or special rights are detailed in the Proposed CMS contained in the Disclosure Documents. Subject to clause 26(a),


after the Body Corporate passes the required resolution the Developer will cause a first or a new community management statement to be lodged with the Titles Registry; and to the extent that exclusive use allocations are not recorded in the first CMS, the Developer will do these things as soon as it is reasonably practicable before or after the Settlement Date.

(g) The Buyer will not object, delay Settlement, withhold any part of the Purchase Price or make any Claim against the Developer or the Seller or terminate this Contract, in relation to the matters referred to in this clause 26.

27. Draft Exclusive Use Plan

(a) Any Exclusive Use Plan(s) attached to a Proposed CMS contained in the Disclosure Documents outline the proposed intended Exclusive Use Areas referred to in Schedule E of that statement. The Developer reserves the right to include Exclusive Use Plans to the Proposed CMS, and make reasonable amendments to the Exclusive Use Plans, and to Exclusive Use Areas described in Schedule E of the Proposed CMS.

(b) Some parts of the Common Property proposed to be the subject of an exclusive use or special rights By-law may not have been identified.

(c) Some parts of the Common Property proposed to be the subject of an exclusive use or special rights By-law, although identified, may be divided into a number of smaller areas in the future.

(d) The Buyer will not object, delay Settlement, withhold any part of the Purchase Price or make any Claim against the Seller or the Developer or terminate this Contract, in relation to the matters referred to in this clause 27.

28. Mandatory Disclosure

28.1 Safety switch and smoke alarms

(a) The Lot is intended to be a "domestic" residence for the purposes of the Electrical Safety Regulation 2013 (Qld). The Seller gives notice to the Buyer that an approved safety switch has been installed, or will be installed, before Settlement of this Contract, for the general purpose socket outlet, in the Lot.

(b) The Lot is intended to be a "domestic dwelling" on "residential land" for the purposes of the Fire and Emergency Services Act 1990 (Qld). The Seller gives notice to the Buyer that a smoke alarm or smoke alarms complying with the Fire and Emergency Services Act 1990 (Qld) have been installed, or will be installed before Settlement of this Contract, in the Lot.

28.2 Environmental Matters

(a) The Buyer acknowledges that, prior to entering into this Contract, the Seller gave to the Buyer a written notice under section 408 of the Environmental Protection Act 1994 (Qld) that one of the lots comprising the Parcel is recorded on the EMR (being a Relevant Register) and gave to the Buyer details of the recording (EPA Notice).

(b) The EPA Notice given to the Buyer in accordance with section 408 of the Environmental Protection Act 1994 (Qld) is contained in the Disclosure Documents.


(c) After subdivision of the Parcel to create the Scheme Land, it is intended that the Scheme Land will be removed from the EMR.

(d) The Buyer must not object, delay Settlement, withhold any part of the Purchase Price, rescind this Contract or make any Claim whatsoever:

(i) if an additional lot is included in the Parcel and is recorded on the Relevant Land Register and/or is subject to a Site Management Plan;

(ii) in respect of the matters set out in this clause; or

(iii) if the Scheme Land recording is not removed from the EMR or is subject to a Site Management Plan for any reason; or

(iv) if the Lot is recorded on the EMR or is subject to a Site Management Plan.

29. Council indemnity and Other Items

29.1 Council indemnity

(a) The Buyer acknowledges that the Body Corporate may give an indemnity to the Council or other Authorities in relation to damage to pavement or other driving surfaces in connection with waste collection vehicles collecting refuse from the Scheme. The Buyer has no objection to the giving of this indemnity or the liability of the Body Corporate (and the Buyer) under the indemnity.

(b) If required by any Approval (whether issued on or after the Contract Date), the Buyer also indemnifies the Council in relation to damage to pavement or other driving surfaces in connection with waste collection vehicles collecting refuse from the Scheme.

29.2 Parking Permits

The Buyer acknowledges that the Buyer or the occupiers of the Lot are not eligible for on-street residential or visitor parking permits from the Local Authority. The Buyer will not object, delay Settlement, withhold any part of the Purchase Price or make any Claim against the Seller or the Developer or terminate this Contract, in relation to the matters referred to in this clause 29.2.

29.3 Air Conditioning


(a) the air conditioning system and plant for the Lot has been designed and selected to provide comfortable conditions under normal summer ambient temperature provided sensible usage is made of effective window treatment;

(b) the Buyer also acknowledges that any air conditioning plant and equipment specifically related to the Lot (including wiring and ducting) whether or not situated in the Lot will be maintained by the owner of the Lot at its expense; and

(c) the Developer may install air conditioning plant and equipment relating to the Lot:

(i) on balconies, terraces, or other visible areas of the Lot; or

(ii) on Common Property, or other areas that are not within the Lot;


and the Buyer will not object, delay Settlement, withhold any part of the Purchase Price or bring any Claim against the Seller or the Developer in relation to the matters referred to in this clause 29.3.

30. No Objection

The Buyer acknowledges that the Developer's ability to restrict the type of uses made of lots within the Scheme is limited. Accordingly the Buyer will make no objection, or Claim against the Seller or the Developer or take any other action (for example, action to terminate this Contract or sue for damages) based on the uses made of lots in the Scheme.

31. Storage Areas for Caretaker

31.1 Acknowledgement

The Buyer acknowledges that parts of the Common Property may be used for storage (and other purposes determined by the Developer) by the caretaker of the Scheme (Caretaker's Areas), which the Developer may or may not have identified or allocated as at the Contract Date. The Developer reserves the right to change the location and size of the Caretaker's Areas (or include additional areas).

31.2 No objection

The Buyer will not object, make any Claim or take any other action (including delaying settlement of this Contract or terminating it) in relation to any matters referred to in clause 31.1.

32. FF&E not included in sale


(a) except as set out in the Schedule of Finishes, no FF&E that may generally be required to let the Lot fully furnished is included in the Lot and Chattels under this Contract; and

(b) the Buyer may need to separately purchase FF&E at its own cost if it wants to let the Lot, whether through a letting manager or otherwise.

33. Buyer as trustee

This clause 33 applies if the Buyer is a trustee of a trust (whether or not disclosed) (Trust). The natural person/s or corporation that are the trustee of the Trust:

(a) accept and undertake personal liability under this Contract;

(b) warrants that the Trust is created validly and is in existence;

(c) warrants that the Buyer as trustee:

(i) is sole trustee of the Trust and has been appointed validly;

(ii) has full and free power to enter into this Contract and to perform all the obligations imposed upon the Buyer under this Contract;

(iii) makes this Contract for the sole benefit of the beneficiaries of the Trust;


(iv) has taken all steps necessary to entitle it to be indemnified from the assets of the Trust against any liability undertaken under this Contract;

(d) must, upon request, deliver to the Developer copies of all documents establishing or amending the Trust or making appointments under the Trust;

(e) agrees that if at any time before the Settlement Date the Buyer as trustee ceases for any reason to be the sole trustee of the Trust, the Buyer as trustee must procure any new or additional trustee of the Trust to execute in favour of the Developer such covenants relating to this Contract as the Developer may reasonably require including covenants on similar terms as those contained in this clause and agrees that any new or additional trustee of the Trust is bound by the provisions of this Contract; and

(f) will notify the Developer promptly in writing if the Trust is determined or for any reason ceases to exist.

34. Developer's IP

34.1 Buyer Acknowledgement

The Buyer acknowledges and agrees that:

(a) the Developer owns or has the right to use the Developer's IP;

(b) the Developer may (but is not obliged to) brand the Scheme Land with the Logos or any of them;

(c) the Developer may (but is not obliged to) license any person to use and exploit the Developer's IP and may withdraw such licence at its discretion; and

(d) the Buyer and the Body Corporate will have no rights or interests in any of the Developer's IP.

34.2 Developer's Rights

The Developer may:

(a) determine whether any of the Developer's IP is to be used in connection with Scheme or Scheme Buildings, including to identify the Scheme or Building or to provide a descriptor for the location of the Scheme or Scheme Buildings;

(b) elect not to allow use of the Developer's IP in connection with the name of the Scheme;

(c) elect at any time not to allow the continuing association of the Developer's IP with the Scheme Buildings or the Scheme;

(d) elect not to maintain any registration or approval for the Developer's IP (or any part of it) under applicable Laws;

(e) allow (but is not obliged to allow) the use of the Developer's IP in connection with the conduct of any business associated with any engagement or authorisations by the Body Corporate from the Scheme Land (whether under licence or otherwise); and

(f) allow the use of any intellectual property rights or branding that is not part of the Developer's IP in connection with any business conducted as part of the Scheme,


including in connection with the conduct of any business associated with engagements and authorisations from the Parcel.

34.3 Buyer's limited rights

(a) The Developer will not object to the Buyer (in common with other owners) describing the Lot's location (including for the purpose of granting occupation rights in respect of the Lot) with reference to words "West Village One" (or any other name permitted by this Contract) if the Developer allows the Developer's IP to be used to identify or locate the Scheme or Scheme Buildings after Settlement. The Buyer acknowledges that in not objecting to the Buyer describing the Lot's location with reference to the words " West Village One" (or any other name permitted by this Contract) the Developer is:

(i) not granting any licence to the Buyer in the Developer's IP;

(ii) not allowing the Buyer to use the Logos; and

(iii) only recognising the potential for the location of the Scheme or Scheme Buildings to be identified by reference to the words " West Village One" (or any other name permitted by this Contract) and that owners may refer to the Scheme or Building and their lots in that context.

(b) The Developer is not required to:

(i) disclose to the Buyer (subject to the Developer's obligations to give a further statement under the BCCM Act if applicable); or

(ii) obtain the approval of the Buyer in relation to,

any use of or arrangement in relation to the Developer's IP in connection with "West Village One" (or any other name permitted by this Contract).

35. GST

(a) The parties agree that:

(i) the Purchase Price is inclusive of GST but all other Payments have been calculated without regard to GST;

(ii) if the Developer gives the Buyer a notice before Settlement confirming that the Seller will apply the Margin Scheme, the Seller and the Buyer agree that the Margin Scheme will apply to the Taxable Supply of the Seller's interest in the Lot to the Buyer made under this Contract to the extent that the Margin Scheme can be applied;

(iii) if the whole or any part of any Payment (other than the Purchase Price) is the consideration for a Taxable Supply for which the payee (or the Representative Member of the GST Group to which the payee belongs) is liable to GST, the payer must pay to the payee an additional amount equal to the GST Amount, either concurrently with that Payment or as otherwise agreed in writing;

(iv) any reference to a cost or expense in this Contract excludes any amount in respect of GST forming part of the relevant cost or expense when incurred by the relevant party for which that party (or the Representative Member of the GST Group to which that party belongs) can claim an Input Tax Credit;


(v) the payer will pay to the payee on demand any interest, penalties, fines or other charges to the extent that they arise from the payer's failure to make a Payment when due under this Contract; and

(vi) this clause will not merge on Settlement.

(b) In this Contract, capitalised expressions which are not defined in this clause but which have a defined meaning in the GST Law have the same meaning in this contract.

36. General

36.1 Stamp duty and costs

The Buyer, the Seller and the Developer must each pay their own costs relating to this Contract. However, the Buyer must pay all stamp duty (including any additional foreign acquirer duty (if applicable)) on this Contract and registration fees on the Transfer Documents.

36.2 Electronic Transactions Act

The Buyer, the Seller and the Developer give their consent to one another for information and documentation being given by electronic communication in accordance with sections 11 and 12 of the Electronic Transactions (Queensland) Act 2001 (Qld).

36.3 Notices

(a) Subject to clause 36.3(b), notices under this Contract must be in writing and signed by a party or its lawyer. Electronic signatures are acceptable for the purposes of this clause.

(b) Notices sent by email need not be signed except when it is specified in this Contract that a notice must be signed. In that case, a notice is considered to be signed if signed physically or by electronic signature.

(c) Notices are effectively given if:

(i) delivered or posted to the other party or its lawyer;

(ii) sent to the facsimile number of the other party or its lawyer; or

(iii) sent to the email address of the other party or its lawyer.

(d) Posted notices will be treated as given two Business Days after posting.

(e) Notices sent by facsimile will be treated as given when the sender obtains a clear transmission report.

(f) Notices sent by email will be taken to have been received at the time it is sent except where the sender's email receives a system generated report within 24 hours after dispatching the notice indicating that the notice may not have been received by the intended recipient.

(g) Notices by a party's lawyer to the other party or its lawyer (for example, varying the Settlement Date) will be treated as given with the first party's authority.


36.4 Counterparts

In addition to any other method of execution and exchange of this Contract (including an E-Contract in accordance with clause 37 of this Contract), this Contract may be entered into by and becomes binding upon one party signing the Contract that has been signed by the other party (or a photocopy, facsimile or email copy of it) and transmitting a facsimile or email copy of it to the other party or to the other party's agent or lawyer.

36.5 Variation to Contract

A variation to this Contract is not effective unless it is in writing and signed by both parties or their lawyers. Electronic signatures are acceptable for the purpose of this clause.

36.6 Waiver

No failure, delay, relaxation or indulgence on the part of a party in exercising any right, power, privilege or remedy in connection with this Contract, operates as a waiver of that right, power, privilege or remedy nor does any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of that or any other right, power, privilege or remedy. A waiver is not valid or binding on the party granting that waiver unless in writing and duly signed on behalf of that party.

36.7 Further Steps

Each party agrees to do all things and sign all agreements, deeds, instruments, transfers and other documents necessary or desirable to give full effect to the provisions of this Contract and any transactions contemplated by it.

36.8 Death or insolvency of buyer

If, before Settlement of this Contract:

(a) the Buyer, being a natural person:

(i) dies;

(ii) becomes bankrupt or enters into a scheme of arrangement, composition or assignment with or in favour of his creditors;

(iii) in the opinion of the Developer (acting reasonably), is unable to pay his or her debts;

(iv) is sentenced to imprisonment for a term exceeding one month; or

(v) is committed to a psychiatric hospital or, in the opinion of the Developer (acting reasonably), becomes of unsound mind; or

(b) the Buyer being a company:

(i) is subject to an application for its winding up;

(ii) is ordered to be wound up, or is placed in provisional liquidation;

(iii) enters into a scheme of arrangement for the benefit of the creditors;

(iv) is deregistered;

(v) resolves to go into liquidation; or


(vi) is put into the control of a receiver, receiver and manager, official manager or administrator,

then the Developer may terminate this Contract by notice in which case this Contract will be at end and the Deposit shall be forfeited to the Seller. For the purposes of this clause, Buyer includes any of the persons that comprise the Buyer.

36.9 Assignment of Interest

Despite anything else in this Contract, the Buyer must not assign its interest in this Contract without obtaining the Developer's prior written consent (which may be withheld in its absolute discretion or given subject to conditions that the Developer decides in its absolute discretion).

36.10 Buyer Acknowledgement/Entire Contract/No Representations

The Buyer acknowledges and agrees that:

(a) no Representations of the Agent, the Seller or the Developer was supplied or made to the Buyer with the intention or knowledge that it would be relied upon by the Buyer;

(b) no Representations have in fact been relied upon by the Buyer, unless they are specifically contained in this Contract or the Disclosure Documents;

(c) the proposed agreements and deeds disclosed in the Disclosure Documents:

(i) achieve a fair and reasonable balance between the interests of the Body Corporate and the proposed contracted party, and will continue to do so after the Original Owner Control Period ends;

(ii) contain terms that are appropriate for the Scheme; and

(iii) do not contain terms or provide the proposed contracted party with powers of functions that would adversely affect the Body Corporate's ability to carry out its function;

(d) before the Buyer entered into this Contract it satisfied itself, from its own independent enquiries, as to the value of the Lot being purchased;

(e) the Buyer has relied upon its own judgment in purchasing the Lot on the terms contained in this Contract;

(f) retail and related uses operating from neighbouring or nearby land, may generate both vehicular and pedestrian traffic, noise, odours (including kitchen exhaust), activities, and other impacts on the Scheme Land and the Lot;

(g) flood levels or projected flood levels (if any) for the Stage 1 Land (or land from which it is or will be derived) or the Scheme Land may be obtained from Council or other relevant authorities and the Buyer warrants it has made its own enquiries in this regard and is satisfied with the outcome of those enquiries;

(h) the Buyer has made its own enquiries and has satisfied itself and will not make any Claim against the Seller or the Developer in respect:

(i) of any flooding or potential flooding of the Stage 1 Land or the Scheme Land (including the Lot); and


(ii) any inconvenience the Buyer may suffer due to the Scheme being located:

(A) adjacent to a busy main road (including, but not limited to, the impact of noise [including being in close proximity to a live entertainment venue], light, and traffic [including pedestrian and vehicle traffic, and any traffic restrictions that may be in force from time to time]);

(B) within a transport noise corridor;

(C) in the Development;

(D) in close proximity to any aboveground or belowground significant infrastructure;

(i) sites adjoining or in the vicinity of the Scheme Land (including other land within the Development) may be developed in the future with the result that:

(i) the Lot (and its occupants) may be subjected to inconvenience, noise, dust or other adverse impacts including in relation to construction works;

(ii) views from the Scheme Buildings (or part of them) may be interrupted, impeded or interfered with;

(j) without limitation, no Representations have been given that the Lot is, or will remain, fit, suitable or adequate for all or any of the purposes the Buyer wishes to use the Lot for;

(k) to the maximum extent permitted by law, all Representations or provisions implied by law, relating to fitness, suitability or adequacy of the Lot do not apply to this Contract, the Lot or the Chattels;

(l) use of the Scheme Land is likely to be approved on the basis that an indemnity is provided by the Body Corporate and owners of lots in the Scheme (including the Buyer) to the Brisbane City Council (and its agents) in respect of any damage to the pavement and other driving surfaces arising in connection the collection of refuse from the Scheme Land (including collection vehicles entering the Scheme Land) and the Buyer agrees that by entering into this Contract the Buyer gives that indemnity;

(m) all of the terms and conditions contained in this Contract are necessary to protect the legitimate interests of the Business of the Seller and the Developer;

(n) none of the terms and conditions contained in this Contract constitute unfair contract terms for the purposes of the Competition and Consumer Act 2010 (Cth);

(o) the terms of this Contract (and the relevant parts of the Disclosure Statement) are the entire agreement between the Buyer, the Seller and the Developer;

(p) brochures, models and other material describing or advertising the Building and the Development are indicative only are not to be relied upon; and

and the Buyer will not object, or make any Claim against the Seller or the Developer, or delay Settlement, refuse to settle or terminate this Contract because of any of the matters referred to in this clause 36.10.


36.11 No merger

Any intermediate term or condition or part of a condition to which effect is not given by the Settlement Date and which is capable of taking effect afterwards remains in full force and effect.

36.12 Agent Commission

The Buyer warrants that it was not introduced to the Seller or the Developer, the Property or the Development by any person other than the Developer's agent (if any) specified in the Contract Details. If there is a claim for commission or expenses in respect of the sale of the Lot, the Buyer indemnifies the Seller and the Developer against any Claim arising from or as a consequence of a breach of this warranty.

37. E - Contract

37.1 Electronic execution and consents

(a) Each party consents to the Disclosure Documents, Disclosure Statement, Form 8 and this Contract (Relevant Documents) being signed by any other party in accordance with an electronic communication method that is approved by the Developer.

(b) The Buyer, the Seller and the Developer give their consent to one another for information and documentation being given by electronic communication in accordance with sections 11 and 12 of the Electronic Transactions (Queensland) Act 2001 (Qld).

(c) The parties acknowledge and agree that:

(i) the Relevant Documents are in writing if received electronically;

(ii) electronic signatures will constitute a signature and have the same quality of integrity as a written signature including if the signature is:

(A) computer generated;

(B) by computer pen;

(C) by a typed mark or name;

(D) physically signed on paper and scanned electronically;

(iii) a link emailed to the Buyer or the Buyer's Lawyers that at any time provides access to an electronic copy of the executed Contract will constitute communication by the Seller and the Developer of their acceptance of the Buyer's offer to purchase the Lot on the terms of this Contract;

(iv) any notice or document required to be given to the Buyer (including under sections 213, 213AA and 214 of the BCCM Act, or section 408 of the EP Act) is deemed to have been given to the Buyer if any of the following apply:

(A) a paper copy is given to the Buyer;

(B) a PDF copy is emailed to the Buyer whether in one or more parts;


(C) a PDF copy is given to the Buyer on a USB;

(D) a link to the copy is emailed to the Buyer;

(E) a copy is given by any other method permitted under this Contract or at Law.

(d) The Relevant Documents (or any one or part of them) may be entered into by each party electronically signing the Relevant Documents and becomes binding on the parties upon one party signing an electronic copy of the Relevant Documents that has been signed by the other parties electronically and each party receiving a copy of the Relevant Documents electronically signed by email or link or as otherwise permitted under this Contract.

(e) The Developer may receive an electronic receipt that the Buyer has received a link or email with the electronically signed Disclosure Documents and Form 8 and opened the Disclosure Documents and/ or Form 8 document on the Buyer's electronic device and the Seller and the Developer may rely on that electronic receipt as evidence of the Seller having given the Disclosure Documents and Form 8 to the Buyer prior to the Buyer entering into the Contract.

(f) The Developer may receive an electronic receipt that the Buyer has received a link or email with the electronically signed Contract and opened this Contract on the Buyer's electronic device and the Seller and the Developer may rely on that electronic receipt as evidence of exchange and a binding contract between the Buyer, the Seller and the Developer.

(g) The Buyer acknowledges and agrees that clause 19 (Statutory Notices) applies despite whether the Relevant Documents are given, received or signed by the parties electronically or in customary paper form.

(h) If this Contract is executed in customary paper form only because the Buyer so requests, the Buyer must on Settlement pay to the Seller:

(i) the Developer's Lawyer's costs of printing 2 counterpart contracts and Disclosure Documents and copying the Seller's and the Developer's signed counterpart (with such costs of printing and copying agreed as calculated at the rate of $1.50 per page); and

(ii) the Developer's Lawyer's costs of couriering contract counterparts and Disclosure Documents to and from the Seller's and the Developer's or Developer's Lawyer's address (at the price invoiced by the courier).

37.2 Dispensing with counterparts

The parties to this Contract agree that, despite any other clause of this Contract and despite custom, practise or code otherwise followed in respect of contracts for the sale of land, this Contract:

(a) is made on its execution by all parties to it (including electronic signature);

(b) need not be executed and exchanged in counterparts; and

(c) constitutes an original document in an electronic format.

37.3 Developer may require a paper form contract

(a) The Developer may require by notice to the Buyer that the Buyer sign:


(i) the Relevant Documents (or any part or one of them);

(ii) any other document contemplated by the Relevant Documents including a power of attorney referred to in clause 21 of this Contract, a guarantee and indemnity referred to in clause 40 of this Contract or a notice of waiver of cooling off period included in the Disclosure Documents;

in a customary paper form on substantially the same terms as the Relevant Documents (or any part or one of them as directed by the Developer(Paper Copy).

(b) If the Developer serve a notice pursuant to clause 37.3(a), the Buyer must, at the Buyer's cost, sign and deliver to the Developer's Lawyer the Paper Copy accompanying that notice within 7 days.

(c) If the Buyer does not comply with clause 37.3(b), then the Buyer appoints the Developer and its directors (jointly and severally) as its attorney to comply with that clause.

(d) The parties acknowledge and agree that a Paper Copy is only intended to record the terms of the Relevant Documents (or any of them) in paper form, and confirm that they intend to be and will be bound by the Relevant Documents (as applicable) on the date of this document.

37.4 Paper copy contract requested by Buyer

If the Buyer requests a paper copy of this Contract after it is entered into in an electronic format, the Developer will comply with this request only after the Buyer pays the Developer's Lawyer:

(a) the Developer's Lawyer's costs of printing the document (with such costs agreed as calculated at the rate of $1.50 per page);

(b) the Developer's Lawyer's costs of couriering the paper copy to the Buyer or its lawyer (at the price quoted by the courier to be used by the Developer's Lawyer).

37.5 Buyer's Consent

The Buyer:

(a) agrees and consents to the matters set out in this clause; and

(b) must not object, delay Settlement, withhold any part of the Purchase Price, rescind this Contract or make any Claim whatsoever in respect of the matters set out in this clause including any objection that it has not been given the Relevant Documents if the documents are given to the Buyer in a manner specified in clauses 37.1(c)(iii) or 37.1(c)(iv).

38. Arrangements for the Development and liabilities of the parties

38.1 Development of the Parcel

The Buyer acknowledges and the parties agree that:

(a) the Seller is the owner of the Parcel;

(b) the Seller has granted to the Developer the right to develop the Parcel;


(c) the Seller has made no representation or warranty (other than as to title) to the Buyer or to the Developer as to the subject matter of this Contract or any other matter in connection with the sale;

(d) the Seller has entered into this Contract at the direction of the Developer;

(e) the Seller is released from all obligations and liabilities under this Contract (except for the transfer of title and the execution and delivery of documents necessary to transfer title to the Buyer as required by this Contract);

(f) the Seller is not responsible for the construction, or the condition of, any structures on the Parcel is released from all obligations and liabilities in connection with the construction or condition of such structures;

(g) this Contract contains the whole agreement between the Seller and the Buyer in connection with the Lot;

(h) the Developer agrees to comply with all construction obligations in connection with any structure erected on, or to be erected on the Parcel;

(i) to the extent there is any conflict or inconsistency between this clause 38 and any other provisions of this Contract, this clause 38 prevails.

38.2 No claim by Buyer

The Buyer is not entitled to make a Claim, raise a requisition, delay completion or rescind or terminate this Contract in respect of any matter referred to in clause 2.1 or 38.1.

39. Special conditions

This Contract is subject to the Special Conditions (if any) contained in the Contract Details. If there is any inconsistency between the Special Conditions contained in the Contract Details and the balance provisions of this Contract the Special Conditions prevail to the extent of the inconsistency.

40. Guarantee and Indemnity

40.1 Buyer a company

If the Buyer is a company then, unless the Seller or the Developer otherwise agrees in writing, the Buyer must cause the Buyer's performance under this Contract to be guaranteed by all persons who are a director or secretary of the Buyer.

40.2 Contract not binding on Seller or Developer

Unless otherwise agreed by the Seller or the Developer, until such time as each Guarantor has guaranteed the Buyer's performance by duly executing this Contact as guarantor, the Seller or the Developer may by written notice to the Buyer terminate this Contract in which case this Contract shall be at an end and the Seller or the Developer may exercise the remedies available to it under clause 17.

40.3 Guarantee

(a) In consideration of the Seller and the Developer agreeing to enter into this Contract with the Buyer at the request of the signatory for the Buyer on this Contract, the Guarantor guarantees to the Seller and the Developer the due and punctual payment by the Buyer to the Seller and the Developer of the Guaranteed Money and performance by the Buyer of this Contract.


(b) The Guarantor's obligations in this Contract are principal obligations and may be enforced against the Guarantor without the Seller or the Developer first being required to exhaust any remedy it may have against the Buyer.

(c) This guarantee is a continuing guarantee. The Guarantor's obligations in this Contract are absolute, unconditional and irrevocable. The liability of the Guarantor under this Contract extends to and is not affected by any circumstance, act or omission which, but for this subclause, might otherwise affect it at law or in equity.

(d) For the consideration mentioned in clause 40.1, the Guarantor (as primary obligor) must unconditionally indemnify the Seller and the Developer against, and must pay the Developer on demand the amount of, any loss that the Seller or the Developer may incur because:

(i) this Contract is breached, or

(ii) this Contract is disclaimed by a liquidator or trustee in bankruptcy.

(e) This Contract is legally binding as between the Seller, the Developer and the Buyer even if any Guarantor has not executed it.

(g) If any Guarantor has not executed this Contract or the Developer requires a paper form guarantee and indemnity, then the Buyer must, within 7 days after being given a deed of guarantee on the terms contained in this clause 40 (with the exception of this subclause) and prepared by the Developer's Lawyer (Deed of Guarantee), arrange the Guarantor to validly sign and return 2 copies of the Deed of Guarantee to the Developer or the Developer's Lawyer, in accordance with the Developer's reasonable requirements. The Buyer irrevocably authorises and directs the Developer to complete any incomplete details in, and date, the Deed of Guarantee provided by the Buyer under this clause.

(h) The Developer or the Seller may without prejudice to any of its other rights treat a breach by the Buyer of clause 40(g) as a breach or default entitling the Developer or the Seller to terminate this Contract, and exercise the remedies available to them under clauses 17.1, 17.2 or 17.3.

(i) This clause 40 is an essential term of this Contract.