Reinz Useful Clauses And Authorities

Real Estate Institute of New Zealand Inc.

REINZ Useful Clauses and Authorities ©

February 2000 © Real Estate Institute of New Zealand Inc.

Index Introduction to REINZ Useful Clauses and Authorities©.................................................5 Part I Agreements for Sale and Purchase of Real Estate 1.

Unit Title............................................................................................................................7

2.

Cross Lease Title ..............................................................................................................7

3.

Company Ownership of Flats............................................................................................7

4.

Purchaser with Nomination Right or as Trustee for Company to be Formed.....................7

5.

Conditional on Sale of Purchasers Property......................................................................8

6.

Conditional Upon Purchaser's Property Sale Becoming Unconditional ............................8

7.

Conditional on Expiry of Prior Option.................................................................................8

8.

Conditional on Expiry of Prior Agreement (Backup Agreement) .......................................9

9.

Escape Clause...................................................................................................................9

10.

Conditional Upon Settlement of Purchaser's Property Sale...............................................9

11.

First Mortgage to Vendor...................................................................................................10

12.

Second Mortgage to Vendor..............................................................................................10

13.

Arranging Finance.............................................................................................................11

14.

Conditional on Approval or Consent..................................................................................11

15.

Solicitor's Approval............................................................................................................11

16.

Sale on Credit Terms.........................................................................................................12

17.

Conditional on Specialist's Report.....................................................................................13

18.

Conditional on Resource Consent.....................................................................................13

19.

Leasehold - Acknowledgment by Purchaser......................................................................13

20.

Boat, Car or Caravan as Part Payment.............................................................................14

21.

Swimming Pool Fencing....................................................................................................14

22.

Contemporaneous Settlement...........................................................................................14

23.

Option to Purchase............................................................................................................14

24.

New Building - Vendor to Complete Construction..............................................................15

25.

Disclaimer Clause..............................................................................................................16

Part 1 Agreements for the Sale and Purchase of a Business 26.

Vendor to Pay Holiday Pay, etc.........................................................................................17

27.

Balance of Purchase Price Secured to Vendor under First Debenture..............................17

28.

Second Debenture to Secure Vendor's Advance...............................................................17

29.

Plant to be at Valuation......................................................................................................18

30.

Vendor Who Retains Freehold to Grant Lease..................................................................18

31.

Extension of Lease............................................................................................................18

32.

Financial Accounts Warranty.............................................................................................18

33.

Approval of Accounts.........................................................................................................19

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34.

Verification of Turnover......................................................................................................19

35.

Excess Stock.....................................................................................................................19

36.

Intellectual Property...........................................................................................................19

37.

Agencies and Franchises..................................................................................................19

38.

Sale by Receiver................................................................................................................19

39.

Right to Use Name (Individual)..........................................................................................20

40.

Right to Use Name (Company)..........................................................................................20

41.

Premises to Comply With Building Act and Other Requirements.......................................20

42.

Business Requiring Liquor License....................................................................................20

Part 111 Rural Property 43.

Crown Lease.....................................................................................................................21

44.

Good Farming Practice......................................................................................................21

45.

Top Dressing.....................................................................................................................21

46.

Meadow Hay......................................................................................................................21

47.

Autumn-saved Pasture......................................................................................................21

48.

Sowing Winter Feed/Pasture.............................................................................................21

49.

Description and Valuation of Farming Assets....................................................................22

50.

Stock at Valuation..............................................................................................................22

51.

GST Exemption (curtilage)................................................................................................22

52.

Dairy Farms - Shares and other Assets.............................................................................22

53.

Transfer of Resource Consent...........................................................................................23

54.

Regrassing........................................................................................................................23

55.

Chattels Exclusions...........................................................................................................23

56.

Chattels Exclusions - Employees.......................................................................................23

57.

Effluent Disposal................................................................................................................23

58.

Right of Entry - Construction..............................................................................................23

59.

Health and Safety..............................................................................................................23

60.

Reservation of Forestry Rights Over Part..........................................................................24

Part 1 Sections 61.

Sale of Sections.................................................................................................................25

62.

Fence to Remain...............................................................................................................25

63.

Purchaser to Keep Land Clear..........................................................................................26

Part V Leases 64.

Right of First Refusal.........................................................................................................27

65.

Rent Holiday......................................................................................................................27

66.

Demolition..........................................................................................................................27

67.

Prior Access......................................................................................................................27

68.

Sublease............................................................................................................................27

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Part V Commercial 69.

Conditional on Board Ratification.......................................................................................28

70.

Due Diligence....................................................................................................................28

71.

Sale of Shares...................................................................................................................28

72.

Confidentiality Clause........................................................................................................28

73.

Rental Guarantee..............................................................................................................29

74.

Certificate of Non-revocation.............................................................................................29

Part VII Marketing 75.

Advertising Display Disclaimer..........................................................................................30

76.

Open Home Marketing - Consent Clause for Register.......................................................30

77.

Disclaimer .........................................................................................................................31

78.

Disclaimer for Market Appraisal for Financial Institution....................................................31

79.

Disclaimer for Market Appraisal for Sale of Assets............................................................32

80.

Disclaimer for Market Appraisal for Sale of Shares...........................................................32

Part VIII Authorities General Agency Agreement...........................................................................................................33 Sole/Exclusive Marketing Agreement.............................................................................................34 Sole/Exclusive Marketing Agreement with General Agency Extension..........................................35 Joint Sole/Exclusive Marketing Agreement.....................................................................................36 Sole/Exclusive Marketing Agreement - Clause Allowing for Master Agency..................................37 Authority to Lease...........................................................................................................................38 Management Authority (Residential)..............................................................................................38 Authority to Act as Agent for Prospective Tenant...........................................................................39 Purchase Authority.........................................................................................................................39 Sole/Exclusive Marketing Agreement - Sale by Auction.................................................................40 Sale by Auction - Schedule.............................................................................................................41 Sale by Auction - Reserve Price.....................................................................................................42 Cancellation of Agency (to replace Cancellation of General Agency form)....................................43

Copyright of REINZ Useful Clauses© is held by the Real Estate Institute of New Zealand, Inc. All material herein is provided expressly for the use of Licensee Members of the REINZ and their personnel engaged in conducting real estate agency transactions. Any company or individual wanting to incorporate any material from this publication in their products/services supplied to Real Estate Agents may apply for approval to become an authorised licensed user. Forward applications to: The Services Coordinator, REINZ, P O Box 5663, Auckland 1036; fax 0 9 379 8471.

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Introduction REINZ Useful Clauses and Authorities Clauses in this booklet are drafted for use with the Auckland District Law Society/Real Estate Institute of New Zealand Inc. agreement forms. The booklet first appeared in 1957 under the title Bulletin on Sales Agreements.

WARNING I. Agreements for Sale and Purchase of Real Estate The clauses relating to sale and purchase of real estate are drafted for insertion in the "Further Terms of Sale" section of the Auckland District Law Society/REINZ form of Agreement for Sale and Purchase of Real Estate (seventh edition July 1999). They will be reviewed and amended where necessary following any changes to the agreement form. The General Terms of Sale in the Agreement form, Clauses 1.0 to 13.0, should not be deleted or varied; nor should additional clauses be added in that section. Any deletions, variations or additions should be made in the "Other Terms of Sale" section by reference to the General Terms of Sale. Example: 14.0 "Delete subclause 8.2 in General Terms of Sale and substitute: 14.1 [Set out full text of clause] 15.0 Delete subclause 8.4 in General Terms of Sale and substitute: 15.1 [Set out full text of clause] etc

II. Agreements for Sale and Purchase of a Business The clauses relating to sale and purchase of a business are drafted for insertion in the "Special Conditions" section of the Auckland District Law Society/REINZ form of Agreement for Sale and Purchase of a Business (Second Edition, July 1995). They will be reviewed and amended where necessary following any changes to the agreement form. The General Conditions of Sale in the Agreement for Sale and Purchase of a Business, Clauses .0 to 16.0, should not be deleted or varied or additional clauses added in that section. Any deletions, variations or additions should be made in the "Special Conditions" section by reference to the General Conditions in the same manner as described for the Agreement for Sale and Purchase of Real Estate above.

III. Rural Property The clauses relating to sale and purchase of rural land are drafted for insertion in the Other Terms of Sale section of the Auckland District Law Society/REINZ form of Agreement for Sale and Purchase of Real Estate (seventh edition July 1999). They will be reviewed and amended where necessary following any changes to the agreement form. REINZ Useful Clauses and Authorities – February 2000 ©

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IV. Sections The clauses in this category should be used in the same manner as the clauses relating to sale and purchase of real estate (Part I).

V. Leases The clauses in this category are drafted for insertion into the Auckland District Law Society/REINZ Agreement to Lease 1993. They will be reviewed and amended where necessary following any changes to the agreement form.

VI. Commercial The clauses in this category should be used in the same manner as the clauses relating to sale and purchase of real estate (Part 1). Where the vendor is selling shares in a property owning company an agreement should not be entered into without prior consultation with the solicitors for the parties.

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PART I

Real Estate - Home Units 1.

Unit Title

Legal Description: Certificate of Title ......../....... (............. Registry) being for Principal Unit ...... on Unit Plan No ........ together with Accessory Unit(s) .................................. NOTE: If the unit title has not been issued, the appropriate wording should be finalised in consultation with Vendor's solicitor. 2.

Cross Lease Title

Legal Description An undivided one ................... share in freehold (unless otherwise stated) property Area:

Lot:

DP:

CT:

With registered lease No ............................. of Flat ............. plus garage/carport (if any) on DP............................................. NOTES: 1. If the cross lease title has not been issued the appropriate wording should be finalised in consultation with parties' solicitors. 2. If development work is to be undertaken by the Purchaser, the Auckland District Law Society/REINZ Addendum of Clauses for Staged Development Work should be included in the agreement. 3.

Company Ownership of Flats

NOTE: The REINZ/ADLS Agreement for Sale and Purchase of Real Estate is not the appropriate form to record the sale and purchase of shares in a flat owning company. The Vendor's solicitor should prepare an agreement which will refer to the transfer of shares according to the constitution of the company which holds the title to the land. 4.

Purchaser with Nomination Right or as Trustee for Company to be Formed

NOTE: An agreement with a trustee for a company to be formed should not be entered into without prior consultation with the solicitors for the parties. In these circumstances and when a Purchaser signs with a right of nomination, the signing party will remain personally liable (see Clause 11.1 of the General Terms of Sale). In no circumstances should an agreement be entered into by a person designated as agent for a company to be formed.

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5.

Conditional on Sale of Purchaser's Property

This agreement is conditional upon the Purchaser entering into a contract for the sale of the Purchaser's property situated at ......................................................................................... for $ ................................ (or such lesser amount as the Purchaser shall accept) and otherwise on terms and conditions satisfactory to the Purchaser which contract is to become unconditional no later than 4.00 pm on .................................... [insert date]. The purchaser is to notify the Vendor or the Vendor's solicitor by 5.00 pm on that date that this condition has been satisfied or this agreement will be at an end. This condition is for the sole benefit of the Purchaser. NOTE: This clause allows the purchaser one hour to confirm satisfaction of the condition to the vendor. Care must be taken to ensure that any agreement entered into by the Purchaser takes into account the standard time limits in this agreement. The normal cut-off time for satisfying conditions is 5.00 pm. (See Clause 1.1(7) of General Terms of Sale. If in doubt legal advice should be obtained.)

6.

Conditional Upon Purchaser's Property Sale Becoming Unconditional

This agreement is conditional upon the existing agreement dated ....................... for the sale of the Purchaser's property situated at .................................................................... to .............................................. [insert name] becoming unconditional on or before ............... [state time] on ...................... [insert date]. The Purchaser is to notify the Vendor or the Vendor's solicitor by 6.00 pm on the date on which the existing agreement becomes unconditional that this condition has been satisfied or this agreement will be at an end. This condition is for the sole benefit of the Purchaser. NOTE: Care must be taken when using this clause to ensure that it is correctly linked to the time limits in the Purchaser's existing conditional contract and that there is sufficient time after the time limit set in that agreement to communicate acceptance to the Vendor under this contract. The normal cut-off time for satisfying conditions (5.00 pm - see Clause 1.1(7)) General Terms of Sale) has been extended by one hour in this clause in order to allow for that communication. However, if the stated time in the prior agreement is earlier than 5.00 pm then the time under this clause should be set at no less than 1 hour after that time.

7.

Conditional on Expiry of Prior Option

This agreement is conditional upon the option over the property previously given by the Vendor to ......................................................................................................................... [insert name of other purchaser] not being exercised by the expiry time of ............... pm on ............................................. [insert date]. The Vendor will notify the Purchaser or the Purchaser's solicitor not later than ................ pm [insert time at least one hour later], whether or not the prior option is exercised. NOTE: Care must be taken to ensure that there is a proper linkage between the time limits in the first option and in this agreement and in the event of doubt legal advice should be obtained. (see Clause 1.1(7) of General Terms of Sale).

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8.

Conditional on Expiry of Prior Agreement (Backup Agreement)

This agreement is conditional upon a prior agreement for the sale of the property not being confirmed in all respects by ................... [insert time] on ................ [insert confirmation date] being the latest date on which a condition under the prior agreement is to be confirmed, or upon the earlier termination of the prior agreement. The Vendor agrees not to grant any extension of the confirmation date under the prior agreement and to take all reasonable steps to ensure cancellation or termination on the termination date. NOTE: The prior agreement may contain more than one condition and this clause refers only to the date on which the last of the conditions is to be satisfied, unless the prior agreement is earlier terminated. Care must be taken to ensure that there is a proper linkage between the prior agreement and the "back up" agreement.

It is preferable for the parties to have legal advice in drafting a backup agreement.

9.

Escape Clause

Sometimes required by Vendor before accepting conditional offer If before this agreement becomes unconditional the Vendor enters into another agreement which is either conditional, or is [delete reference to conditional agreement on instruction from Vendor] unconditional in all respects except for it being subject to non confirmation of this prior agreement, and which the Vendor in the Vendor's judgment considers to be no less favourable, the Vendor may deliver to the Purchaser or the Purchaser's solicitor notice in writing requiring the Purchaser to confirm this agreement as being unconditional. The Purchaser shall have until 4.00 pm on the third working day after delivery of such notice to advise the Vendor by delivery of notice in writing to the Vendor or the Vendor's solicitor that this agreement is unconditional, otherwise this agreement shall terminate. This condition is for the sole benefit of the Vendor. NOTES: 1. The Vendor should be asked to decide whether or not a conditional backup offer should be able to trigger the escape clause. 2. A letter in exercise of this provision should be prepared by the Vendor's solicitor. 10.

Conditional Upon Settlement of Purchaser's Property Sale

This agreement is conditional upon settlement taking place on or before ......................... [insert date] of the sale of the Purchaser's property situated at .............................................. pursuant to the existing agreement for sale relating to that property. This condition is for the sole benefit of the Purchaser. NOTE: This provision should not be used without consultation between the solicitors for the parties. It virtually converts the agreement into an option. However, it might be intended that a Purchaser will not be subject to penalties if there is delay in settlement of the Purchaser's own sale. If this is what is required, a suitable alternative clause should be drafted. REINZ Useful Clauses and Authorities – February 2000 ©

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11.

First Mortgage to Vendor

Under the heading "Balance of purchase price to be paid or satisfied as follows" insert: 1.

By $ ..................... in cash upon the possession date

2. By the Purchaser executing in favour of the Vendor a first mortgage in respect of the property as described in Further Terms of Sale -.0 hereof Under the heading " Further Terms of Sale" insert: -.0 The first mortgage from the Purchaser to the Vendor shall secure the sum of $................... The mortgage shall be for a term of .................. years with interest at ............% pa (penalty rate ............ % pa) calculated with monthly rests and payable monthly from the possession date. In addition to payment of interest the Purchaser shall make reductions in the principal sum of $..................... each month. The Purchaser may make additional payments in reduction of the principal sum, interest to cease on such additional payments as from the next monthly interest day but any such additional payment(s) shall not relieve the Purchaser from the obligation to make the compulsory principal payments. Such mortgage will be prepared by the Vendor's Solicitor at the expense of the Purchaser and shall be in the standard form published by the Auckland District Law Society. NOTE: It is preferable to have a copy of the mortgage form annexed to the agreement. 12.

Second Mortgage to Vendor

Under the heading "Balance of purchase price to be paid or satisfied as follows" insert: 1.

By $..................... in cash upon the possession date

2. By the Purchaser executing in favour of the Vendor a second mortgage (subject only to a first mortgage of not more than $......................., including any priority amount, in favour of..............................................................), as described in Further Terms of Sale -.0. NOTE: The proposed first mortgage should also be described in the Financial Conditions section of the schedule. Under the heading " Further Terms of Sale" insert: -.0 The second mortgage from the Purchaser to the Vendor shall secure the sum of $............................. and shall be for a term of ................... years with interest at ........% pa (penalty rate ............% pa) calculated with monthly rests and payable monthly from the possession date. In addition to payment of interest the Purchaser shall make reductions in the principal sum of $....................... each month. The Purchaser may make additional payments in reduction of the principal sum, interest to cease on such additional payments as from the next monthly interest day but any such additional payments shall not relieve the Purchaser from the obligation to make the compulsory principal payments. The provisions of subclause 8.3 shall apply to the mortgagor as if it were arranged pursuant to a financial condition. Such mortgage will be prepared by the Vendor's solicitor at the expense of the Purchaser and shall be in the standard form published by the Auckland District Law Society. The Purchaser shall have the right to renew or extend the first mortgage or to arrange a new first mortgage provided that the mortgage to the Vendor is reduced by the amount (if any) by which any new or increased first mortgage exceeds the amount of the first mortgage stated in the financial 10 REINZ Useful Clauses and Authorities – February 2000 ©

conditions. If no first mortgage amount is stated the total of the first mortgage and second mortgage shall not exceed ...........% of the purchase price. NOTE: It is preferable to have a copy of the mortgage form annexed to the agreement. 13.

Arranging Finance

This agreement is conditional upon the Purchaser arranging sufficient finance on terms and conditions satisfactory to the Purchaser, and advising the Vendor or the Vendor's solicitor on or before 4.00 pm on .................................................. this condition has been satisfied. This condition is for the sole benefit of the Purchaser. NOTE: This clause should be used with caution as it allows the Purchaser a wide discretion to bring the contract to an end. If the specific financial conditions in the "Financial Conditions" section of the front page schedule are completed, a clause of this nature would not be required. However, the Financial Conditions section must be completed with caution; it has the effect of binding the Purchaser to the financial arrangements as stated, something that must be clearly explained to the Purchaser. 14.

Conditional on Approval or Consent

This agreement is conditional on the Purchaser obtaining at their cost, approval or consent for ...................................................... from ......................................................... and advising the Vendor or the Vendor's solicitor by 4.00 pm on ........................... [insert date] that such approval or consent has been obtained. The Purchaser shall bear all expense involved and will use the Purchaser's best endeavours to obtain such approval or consent within that period. This condition is for the sole benefit of the Purchaser. 15.

Solicitor's Approval

NOTE: "Solicitor's Approval" clauses should not be used. The standard form agreement provides in clause 5.0 for requisition of the title by the Purchaser. The right to requisition arises only when there is a defect in the Vendor's title not known to the Purchaser at the time the contract was made. The courts have consistently held that a "solicitor's approval" clause cannot be used to justify withdrawal from an agreement for other than legal reasons relating to issues such as validity of title or capacity of the proposed Purchaser. If a Purchaser does not wish to be bound until another person has agreed with the Purchaser's judgment in entering into the transaction, a clause to the following effect might be used.

If in doubt legal advice should be sought by the parties. This agreement is conditional upon the Purchaser being satisfied, after taking such advice as the Purchaser may wish, that the property is in all respects suitable for the Purchaser. The Purchaser shall notify the Vendor or the Vendor's solicitor not later than ............... pm on ........................................................... [insert date] that this condition has been fulfilled or this agreement will be at an end and the deposit paid (if any) will be returned to the Purchaser. This condition is for the sole benefit of the Purchaser.

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16.

Sale on Credit Terms

Under the heading "Balance of purchase price to be paid or satisfied as follows" insert: (i)

By $ .........................................in cash on the possession date

(ii) By the Purchaser paying consecutive monthly payments of $.........................., the first of which shall be paid one month following the possession date, such payments to be applied by the Vendor firstly in payment of interest at the rate of ..........% pa (penalty rate ...........% pa) calculated with monthly rests and payable monthly and secondly in reduction of the balance of the purchase price. On ..................................................... [insert date] any balance of purchase price then outstanding shall be paid. The provisions of Further Terms of Sale (-.0) are to apply. Under the heading "Further Terms of Sale" insert: -.0

Sale on Credit Terms

-.1 The Purchaser may at any time make additional payments in reduction of the balance of the purchase price. Interest shall cease upon any such payment as from the next interest day. The making of any additional payment(s) shall not relieve the purchaser of the obligation to continue to make the compulsory periodic payments. -.2 During the term of this agreement the Purchaser will keep the property and buildings or other improvements erected thereon in good and tidy condition and repair and will keep any buildings insured in the joint names of the parties for their replacement value, will pay all outgoings in respect of the property and will attend to any requisitions of any statutory authority arising in respect of the property. If the Purchaser fails to meet the obligations under this clause the Vendor may do so and recover the amount paid from the Purchaser together with interest at the penalty rate for the period the Vendor is out of pocket. The proceeds of any insurance claim shall be received by the Vendor and may be applied in or towards payment of the balance of the purchase price and other monies owing hereunder. -.3 During the term of this agreement the Vendor may mortgage or re-mortgage the property provided always that the combined amount of any mortgages does not at any time exceed the balance of purchase price from time to time owing hereunder. If the Purchaser caveats the property, the Purchaser shall, at the Purchaser's expense and without delay make available to the Vendor any consent to the registration of any such mortgage (or variation of mortgage). -.4 The Purchaser may remedy any default by the Vendor under any mortgage of the property and any money paid by the Purchaser in so doing shall be deemed to be a payment in reduction of any portion of the purchase price outstanding hereunder. -.5 The Purchaser shall, if called upon by the Vendor to do so, take title to the property and execute in favour of the Vendor a first or first and second mortgage(s) upon financial terms and conditions no less favourable than those under which the Purchaser holds the property under this agreement. -.6 If, during the continuance of this agreement, any agreement for sale and purchase, exchange or other disposition of the property is entered into the balance of the purchase money and all other monies owing hereunder shall thereupon at the option of the Vendor become due and payable.

NOTES: 1. The contract does not become binding on the Purchaser until three days after the disclosure provisions of the Credit Contracts Act 1981 have been complied with. 2. If there is to be a sale on terms with settlement delayed for more than 93 days after the date of the agreement, the transaction may be affected by the accruals provisions of the Income Tax Act 1994. The provisions of the Goods and Services Tax 12 REINZ Useful Clauses and Authorities – February 2000 ©

Act might require payment of GST on the whole purchase price at the time of payment of the deposit or first instalment. Parties should not enter into agreements without obtaining appropriate professional advice and the necessary clauses should be prepared after consultation with the parties' solicitors.

17.

Conditional on Specialist's Report

This agreement is conditional on the Purchaser being satisfied with a report on ............................................. [describe subject matter of report] to be obtained from ....................................................................... Should the Purchaser in good faith be dissatisfied with any matter contained in the report the Purchaser may terminate this agreement by notice in writing to the Vendor or the Vendor's solicitor, such notice to be received by 4.00 pm on .................................. [insert date]. If notice is not received within time the Purchaser shall be deemed to have waived the Purchaser's rights under this condition.

18.

Conditional on Resource Consent

This agreement is conditional upon the Purchaser at the Purchaser's expense obtaining from the responsible authority by 4.00 pm on .............................................. [insert date], any approval or consent necessary under the Resource Management Act 1991 for .............................................................................................................................. upon terms and conditions satisfactory in the sole judgment of the Purchaser. The Purchaser will forthwith make application for such approval or consent supporting the same with all necessary plans, specifications and details as may be required by the responsible authority and will take all reasonable steps to obtain the said approval or consent by the above date. If the Purchaser shall obtain such approval or consent upon terms and conditions satisfactory to the Purchaser the date for confirmation shall be automatically extended for such further time as is necessary for the determination of any appeal or other legal proceeding against or arising from the said consent or approval. This condition is for the sole benefit of the Purchaser. NOTE: Caution should be exercised in using this clause as the extension for the hearing of a possible appeal might delay confirmation for several months.

19.

Leasehold - Acknowledgment by Purchaser

The Purchaser is aware that the land is held under perpetually renewable lease from ............................... to .............................................. , such lease being renewable every .................... [insert number] years, the present term expiring on ........................................ [insert date]. The present rental is $......................... per annum. The lease provides for review of the rental every .................... [insert number] years. This contract is conditional upon the consent of the lessor to the transfer of the lease from the Vendor to the Purchaser, consent to be obtained by the Vendor at the Vendor's expense by the possession date.

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20.

Boat, Car or Caravan as Part Payment

Under the heading "Balance of purchase price" insert: 1.

By $ .......................................... in cash on the possession date

2. The balance of $ .......................................... by the Purchaser satisfying this sum by transferring to the Vendor on the possession date the ownership of the Purchaser's (describe chattels, etc.) ….. …………….................................................................................................... ................................ ............................................................................................................... . The provisions of Further Terms of Sale (-.0) are to apply. Under the heading "Special conditions of sale" insert: -.0 The Purchaser warrants that the chattels referred to in the Schedule of Chattels for Transfer to the Vendor, in part satisfaction of the purchase price, are or will at the time of settlement be the unencumbered property of the Purchaser and in good working order. 21.

Swimming Pool Fencing

Unless the Vendor is able to give a warranty that the pool is correctly fenced or has been granted an exemption by the local authority then the following clause should be included: -.0 The Purchaser accepts full liability for any costs involved in complying with the Fencing of Swimming Pools Act 1987. 22.

Contemporaneous Settlement

Settlement of this agreement is conditional upon settlement of the other agreement made between the same parties dated ........................... and affecting the property at ......................................................................................................... and settlement of both agreements shall be deemed to be interdependent and shall be effected contemporaneously. NOTE: If the same agent is acting for both parties to this arrangement and collecting a commission from both, care needs to be taken to ensure that both principals are aware and acknowledge in writing that the agent is acting for and receiving commission from both parties. The suggested wording for an acknowledgment, which can be annexed to the agreement for sale and purchase, is: "To: ........................................................ Real Estate I acknowledge that you have disclosed to me that you are also acting as agent for ......................................................... in the transaction that is interdependent with the transaction in which you are my agent and that you may be receiving a commission from the vendors in both transactions. With full knowledge of these circumstances, I consent to you continuing to act for both parties and receiving commissions from both." 23.

Option to Purchase

NOTE: An option to purchase should adopt the standard form Agreement for Sale and Purchase of Real Estate, thereby incorporating all its standard conditions. 14 REINZ Useful Clauses and Authorities – February 2000 ©

To:...................................................................................................... [name of option holder] In consideration of the sum of $ .................................. (the receipt of which is acknowledged) I grant to you (or your nominee) an option to purchase the land and chattels (if any) described in the attached form of Agreement for Sale and Purchase of Real Estate upon the terms and conditions set out. The sum paid in consideration for this option shall be credited towards the purchase price if you exercise this option but otherwise shall be forfeited to me. This option can be exercised by you at any time before 5.00 pm on ............................................... [insert date] (time being of the essence) by delivery of (acceptance in the form annexed) to my solicitor ............................................................................................. [insert name] at ................................................................................ DATED:

/

/ 20

....................................................................... Signature of Owner Granting Option

Exercise of Option To:................................................................................................................. [name of owner] In exercise of the option granted by you to me to purchase the land and chattels (if any) described in the attached form of Agreement for Sale and Purchase of Real Estate and upon the terms and conditions set out, I now tender such Agreement signed by me, together with payment (specify whether by bank cheque, solicitor's trust account cheque or otherwise) of the deposit specified in the Agreement. DATED:

/

/ 20

....................................................................... Signature of Owner Granting Option 24.

New Building - Vendor to Complete Construction

The Vendor will at the Vendor's own cost and with all reasonable speed complete the construction of the ............................... [dwelling house presently under construction on the property*] together with driveway and paths ........................................ and will lay out the grounds* in strict compliance with the plans and specifications lodged with the territorial authority for the purpose of the issue of a building consent (a copy of such plans and specifications having been given to the Purchaser). In the completion of the said works the Vendor shall ensure that the best trade practice, the requirements under the Building Act 1991, and the conditions of the building consent are complied with in all respects. (The Vendor shall supply the following at the Vendor's cost: * .................................................................................................................................................. .. ..............................................................................................................)

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(The plans and specifications shall be modified in the following respects, with the Vendor, at the Vendor's expense, being responsible for obtaining any necessary variation of the building consent: * ...................................................................................................................) Any defects or faults appearing in the said works and notified in writing to the Vendor within sixty days from the possession date shall forthwith be made good by the Vendor at the Vendor's own cost. *Amend or delete where appropriate NOTE: The Vendor's liability under the Consumer Guarantees Act is not affected by the notification provisions in this clause.

25.

Disclaimer Clause

Neither the Vendor nor any agent of the Vendor accepts any liability to the Purchaser for any representation made in respect of the possible application of the Resource Management Act 1991 or the Building Act 1991, whether by reference to the land or buildings being the subject of this agreement or in any other respect. The Purchaser will not have any right of recovery against the Vendor or the Vendor's agent in respect of any such representation, however made. NOTE: This exclusion clause does not protect the agent against claims by the agent's principal where the agent makes representations not authorised by the principal.

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PART II

Agreements for Sale and Purchase of a Business 26

Vendor to Pay Holiday Pay, etc

The Vendor warrants that on or before possession date it will terminate employment of and pay to all staff all sums to which they are entitled in respect of current pay, holiday pay, back pay, long service leave, redundancy, sick leave and all other allowances and entitlements and no liability for such shall be incurred by the Purchaser. The records showing that sums have been paid shall be made available to the Purchaser on the date of possession. It is acknowledged that all the staff at present employed by the Vendor may be offered employment with the Purchaser, at the option of the Purchaser.

27.

Balance Of Purchase Price Secured To Vendor Under First Debenture

The balance of the purchase price, namely $ ............................., shall be secured to the Vendor by a first debenture given by the Purchaser for a term of ..................... years from the date of settlement. The principal sum shall fall due in one sum at the expiration of the term, provided that if the Purchaser shall earlier sell or agree to sell the property the Vendor shall be at liberty to call up and compel payment of the principal sum. Interest at the rate of ................% pa (penalty rate ...........% pa) shall be paid monthly until the principal sum is repaid, the first such payment to be made one month after the date of settlement. The Purchaser shall have the right to reduce the principal sum at any time, interest on the amount paid to cease as from the next monthly interest date. The shareholders and directors of the Purchaser will personally guarantee the performance by the company of all terms, covenants and conditions in the debenture. The form of debenture shall be prepared by the Vendor's solicitor at the Purchaser's expense and will contain such reasonable and usual terms as are normally included in first debentures drawn by solicitors practising in this district. Any dispute as to what are reasonable and usual terms shall be determined by an arbitrator appointed by the President or Vice-President for the time being of the Law Society of this district. NOTE: This clause, and the next clause following, can only be used where the purchaser is a company.

28.

Second Debenture to Secure Vendor's Advance

The Vendor warrants that on possession date it will terminate employment of and pay to all staff all sums to which they are entitled in respect of current pay, holiday pay, back pay, sick leave, redundancy and all other allowances and entitlements and no liability for such shall be incurred by the Purchaser. The records showing that sums have been paid shall be made available to the Purchaser on the date of possession. It is acknowledged that all the staff at present employed by the Vendor company may be offered employment at the option of the Purchaser.

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29.

Plant to be at Valuation

It is acknowledged that the purchase price is based on the sum stated on the first page schedule to this agreement being the present estimated value of plant fittings and fixtures. The value shall be determined as at the date of possession by an independent valuer if one can be agreed upon by the Vendor and the Purchaser, or, failing such agreement, by two independent valuers, one to be appointed by the Vendor and one by the Purchaser. If the valuers fail to agree the determination shall be made by a third valuer who shall have been appointed by the two independent valuers before they proceed to make their valuations. If the value so determined is in excess of the estimated value the Purchaser shall pay the Vendor forthwith the amount of such excess. If such value is less than the estimated value the amount of the deficiency shall forthwith be refunded by the Vendor to the Purchaser. The cost of valuation shall be shared equally between the parties. 30.

Vendor who Retains Freehold to Grant Lease

The Vendor shall grant to the Purchaser a lease of the premises for a period of .............. years from the date of settlement at an annual rental of $............................ (plus replacement insurance and rates and with the tenant responsible for internal maintenance) payable monthly in advance with .............. rights of renewal each for periods of ............. years. The said lease shall otherwise be either in the form of the Auckland District Law Society Deed of Lease Third Edition 1993(2), or contain all usual and reasonable terms and conditions as are normally included in similar leases drawn by Solicitors practising in this district. In the event of there being any dispute as to what are usual and reasonable terms and conditions the matter shall be determined by a person appointed by the President or Vice-President for the time being of the Law Society of this district as an expert, whose decision shall be final. NOTES: 1. There are two options for lease terms in this agreement. The ADLS Deed of Lease, which is accepted as appropriate for a wide range of circumstances, or a lease form in common use in the district. THE OPTION WHICH IS NOT ADOPTED SHOULD BE DELETED. 2. Where a lease form in common use in the district is to be referred to, a copy of the lease should be annexed to the agreement. 3. The lease terms can be referred to on the first page of the agreement under the heading "Lease Details". This then allows the prepared lease to be dealt with under Clause 9.0 as it if were an existing lease.

31.

Extension of Lease

This agreement is conditional upon the Purchaser obtaining, by the ..................... day of .................................... 20 ......., an extension by way of right of renewal of the existing lease for a period of not less than ..................... years with ................. yearly rent reviews, and with such new rent (if adjusted) as is acceptable to the Purchaser, any extension to be arranged at the Purchaser's expense. This condition is inserted for the sole benefit of the Purchaser.

32.

Financial Accounts Warranty

The Vendor warrants that as at the date of settlement there will have been no adverse material change in the position as set out in the financial accounts prepared for the company as at 31 March 20....

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33.

Approval of Accounts

This agreement is conditional upon the Purchaser's nominated accountant being satisfied in the accountant's sole judgment as to the financial viability of the business as disclosed by the books of account or other information concerning the business. This condition is to be satisfied [insert one option] within seven working days of the books of account being delivered to the nominated accountant by the vendor; or -

by ....................... [insert date]

This condition is inserted for the sole benefit of the Purchaser.

34.

Verification of Turnover

This agreement is conditional upon the Purchaser being satisfied by ............................ [insert date] that the turnover warranted in this agreement is correct. The vendor will permit the Purchaser or the Purchaser's representative to attend the business during normal hours to verify the turnover. This condition is to be satisfied by ....................... [state time] on ........................... [insert date]. This condition is inserted for the sole benefit of the Purchaser.

35.

Excess Stock

If the valuation of stock exceeds $.................... any balance may remain owing to the Vendor unsecured, free of interest, for a period of ................. calendar months from the date of possession, provided that if default is made in payment on the due date, interest will be paid from that date at the default rate referred to in the Schedule.

36.

Intellectual Property

The property to pass to the Purchaser with the business includes all relevant intellectual property (including all copyrights, patents, licences, trademarks or recipes, whether or not registered or pending), which is presently owned by the Vendor or any shareholder or owner of the Vendor. The Vendor will complete all assignments or transfers necessary to vest the intellectual property in the Purchaser.

37.

Agencies and Franchises

This agreement is conditional upon the ............................................................................. [describe agency or franchise] owned by the business being assigned, transferred or regranted to the Purchaser. This condition is to be satisfied by ........................................ [insert date]. The parties agree to take all necessary and reasonable steps to secure such assignment, transfer or regrant. This condition is inserted for the sole benefit of the Purchaser. 38.

Sale by Receiver

This agreement is signed by the Receiver of the Vendor. It is acknowledged by the Purchaser that the liability of the Receiver for any action, claim or demand made by the Vendor or any other person, is limited to the assets of the Vendor under the control of the Receiver. The Receiver is not personally bound by any restraint of trade provision in this agreement. REINZ Useful Clauses and Authorities – February 2000 ©

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39.

Right to Use Name (Individual)

The Vendor agrees that the Purchaser shall have the right to use the name ".............................................................................." and any name similar thereto in the conduct of the business from the date of giving and taking of possession hereunder and any proprietary right which the Vendor has in the said name or names shall upon and in consideration of payment of the purchase price hereunder pass to the Purchaser. NOTE: If the Vendor is a company and the Purchaser wishes to include that name in his or her company name (eg Smith Dairy Ltd to Smith Dairy (1985) Ltd) then the Vendor should covenant to change its name promptly and grant the right to use the name to the Purchaser). 40.

Right to Use Name (Company)

The Vendor agrees that the Purchaser shall from the date of settlement be entitled to sole and exclusive right, title and use of the name "..........................................................." and the Vendor company shall arrange for its name to be changed within two months of the execution of this agreement, or at the request of the Purchaser, will give its consent under seal to the Purchaser incorporating a company under a name of the general style and including the words ........................................................ NOTE: If the Vendor is a company and the Purchaser wishes to include that name in his or her company name (eg Smith Dairy Ltd to Smith Dairy (1985) Ltd) then the Vendor should covenant to change its name promptly and grant the right to use the name to the Purchaser). 41.

Premises to Comply With Building Act and Other Requirements

The Vendor warrants that the premises in which the business is operated will on the date of possession comply in all respects with all statutory, regulatory and regional territorial or other authority requirements and the Vendor will at least 7 working days prior to settlement provide the purchaser with a current warrant of fitness under the Building Act 1991 and evidence that any other requirements have been met. 42.

Business Requiring Liquor Licence

-.0

Liquor Licence

-.1

This agreement is conditional upon: -.1.1 the Purchaser obtaining a Temporary Authority from the District Licensing Agency within six weeks of execution hereof; -.1.2 the Purchaser obtaining a satisfactory Building Code Certificate and Planning Certificate of Compliance within six weeks of execution hereof;

-.2

This condition is inserted for the sole benefit of the Purchaser.

-.3 The Purchaser warrants that he/she is not aware of any reason why a liquor licence would not be granted to them and undertakes to take all reasonable and necessary steps to satisfy this condition. Note: You should check that the current licence has not less than six months to run and be aware of the possibility of a Manager's Certificate also being required.

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PART III

Rural Property NOTE: Useful clauses outlined in this category are in addition to those outlined in Part I; those clauses may also be relevant for agreements for the sale and purchase of rural property. 43.

Crown Lease

This agreement is conditional upon any necessary consent to the transfer of the Crown Lease No ....................... being obtained from the responsible authority on or before ..................................................... 20............ and each party will promptly do all such things as may be necessary or expedient for the purpose of obtaining such consent. 44.

Good Farming Practice

The Vendor will farm the property in accordance with good farming practice and not increase the stock carried except by the natural increase. 45.

Top Dressing

The Vendor will at the Vendor's own expense and at an appropriate time in accordance with the normal custom in the district top dress the property with not less than ........................ tonnes per hectare of .................................................................................... [specify grade and type of fertiliser]. NOTE: This clause should be amended if top dressing is to be undertaken on part only of the property. 46.

Meadow Hay

The Vendor will leave for the use of the Purchaser free of charge not less than .................. bales of meadow hay stored under cover. NOTE: Because different types of baling are now used, it will be necessary to describe the type of bale. 47.

Autumn-saved Pasture

The Vendor will close up not later than ................. hectares of pasture which shall be for the use of the Purchaser as autumn-saved pasture. This shall be done in accordance with good farming practice and as is customary in the district. 48.

Sowing Winter Feed/Pasture

The Vendor will at the Vendor's expense cultivate, sow and fertilise .................. hectares of (winter feed/pasture) in accordance with good farming practice. (........................ will be engaged as contractor).

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49

Description and Valuation of Farming Assets

The purchase price is for the land and buildings, the house chattels described in this agreement, and the following plant and livestock as listed below [in the schedule]. Farm Buildings including wool shed etc [list with values] Plant [list with values] Livestock [list with values] A physical tally of the livestock shall be given and taken by the Vendor and the Purchaser or their delegated representatives either on or prior to possession date - such date to be mutually agreed between the parties. Any unders or overs in any of the stock categories will be adjusted at an agreed value.

50.

Stock at Valuation

All stock shall be the subject of a valuation and a physical tally of the stock shall be taken on or prior to possession date. Such date shall be mutually agreed between the parties to this agreement. The method of valuation shall be as follows: (a) The value shall be determined as at the date of possession of an independent valuer if one can be agreed upon by the Vendor and the Purchaser or, failing such agreement, by two independent valuers, one to be appointed by the Vendor and one by the Purchaser. If the valuers fail to agree the determination shall be made by a third valuer who shall have been appointed by the two independent valuers before they proceed to make their valuations. If the value so determined is in excess of the estimated value the Purchaser shall pay the Vendor forthwith the amount of such excess. If such value is less than the estimated value the amount of the deficiency shall forthwith be refunded by the Vendor to the Purchaser. The cost of the valuation shall be shared equally between the parties. (b) The value of the stock being purchased by the Purchaser will then be added to the purchase price and will become due and payable (plus GST) on settlement date. (c) The cost of the valuation is to be shared equally between both parties.

51.

GST Exemption (curtilage)

The parties agree for GST purposes (if so required) that the value of the dwelling and land surrounding (curtilage) is $...........................

52.

Dairy Farms - Shares and other Assets

Note: Because of the current restructuring of the dairy industry and the further unbundling of on-farm and off-farm assets, it has been thought unwise to include relevant clauses in this edition. It is recommended that appropriate provisions be included on advice from the Vendor's solicitor. Relevant clauses may be included in the next edition if the distinction between on-farm and off-farm assets and entitlement to hold industry shares has become settled.

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53.

Transfer of Resource Consents

The Vendor will take such steps as may be necessary to transfer and assign to the Purchaser, the rights under all resource consents (if any) relating to the farming of the property, which shall include, without limitation, transfer of any water rights held in respect of the property. If such rights are not able to be transferred then the Purchaser shall have no claim against the Vendor. NOTE: See also clause 18 - Conditional on Resource Consent 54.

Regrassing

During the Autumn the Vendor will at the Vendor's expense cultivate and re-sow in grass the areas that have been cropped during the past season. Such resowing shall be carried out in accordance with usual farm practices in this district and with quantities and quality of seeds and fertiliser that would be normally accepted in this locality. Such resowing shall be completed by ................... [insert date]. 55.

Chattels Exclusions

The parties hereto acknowledge that the following items and chattels are expressly excluded from this agreement and shall be removed from the property prior to the possession date. 56.

Chattels Exclusions - Employees

The Purchaser acknowledges that the household chattels owned by the sharemilker/tenants/ manager in the house are excluded from this agreement and shall be removed from the property prior to the possession date. 57.

Effluent Disposal

The Vendor warrants that the effluent disposal systems on the property as at the possession date will meet in all respects the requirements of the Territorial or Regional authority controlling such matters in the district. In the event that the effluent disposal system does not comply with the requirements of any controlling authority, the Vendor shall at the Vendor's expense rectify and remedy any deficiencies to the controlling authority's requirements. The vendor shall pass to the Purchaser confirmation that the necessary consents are in place and able to be transferred to the Purchaser at the possession date. 58.

Right of Entry - Construction

The Vendor further agrees, upon the sale becoming unconditional in all respects, to allow the Purchaser, agents or their employees and equipment access to the property for the purpose of development and construction on the area outlined on the plan annexed to this agreement. The Purchaser undertakes to pay the Vendor an additional .................. as being further payment of the purchase price prior to the commencements of any such construction. 59.

Health and Safety

The Purchaser warrants that they are aware of the obligations imposed on them by the Health and Safety in Employment Act 1991 during any entry on to the property and will ensure that they and their agents or employees comply with all obligations imposed on them under the Act. The Purchaser shall indemnify the Vendor for any financial liability incurred by the Vendor under the Health and Safety in Employment Act as a result of a breach of this clause by the Purchaser when showing prospective employees over the property or whilst carrying out any inspection of the property or any work on the property. REINZ Useful Clauses and Authorities – February 2000 ©

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60.

Reservation of Forestry Rights over Part

-.1 The Vendor retains the timber cutting rights over an area of approximately ................ hectares of radiata pine trees, outlined in red on the attached (plan/copy of title), for a term expiring on ........................ [insert date]. -.2 Such rights shall include, for the benefit of the vendor, the vendor's agents, employees and contractors: -.2.1 The right of access, (together with vehicles plant and equipment) through the property to the designated area at all reasonable times for the purposes of inspecting protecting, tending and harvesting the trees. -.2.2 The right to make, construct and use all roadways, bridges, dams and landings as shall be necessary for the purposes authorised by 60.2.1. -.3 Upon completing the harvesting of the trees the Purchaser will leave the land ........... [still to be inserted - clause detailing responsibility to leave land clear for replanting]. -.4 At any time during the term of the cutting rights the Vendor may call on the Purchaser to execute a transfer granting cutting rights in registrable form, to be prepared and registered by the Vendor's solicitor in usual form at the expense of the Vendor.

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PART IV

Sections NOTE: Useful clauses outlined in this category are in addition to those outlined in Part I.

61.

Sale of Sections on Credit Terms Under the heading "Balance of purchase price" insert:

The sum of $........................................ shall be paid by consecutive calendar monthly instalments of $.......................................... commencing on ....................................................... 19......... and terminating on .......................................................... 19 .......... when any balance owing shall become due and payable and title shall be given and taken. The instalments include interest at the rate of ........... % per annum (penalty rate %) calculated with monthly rests from the possession date and shall be applied by the Vendor firstly in payment of such interest and secondly towards reduction of the balance of purchase price. The provisions of Further Terms of Sale apply. Under "Further Terms of Sale" insert: -.0 The Purchaser shall have the right to pay the whole or any part of the outstanding balance of purchase price at any time and interest on any amount(s) so paid shall cease from the next interest calculation day following any such payment; but the Purchaser will have a continuing obligation to make compulsory payments in reduction of the purchase price.

NOTES: 1. The contract does not become binding on the Purchaser until three days after the disclosure provisions of the Credit Contracts Act 1981 have been complied with. 2. If there is to be a sale on terms with settlement more than 93 days after the date of the agreement the transaction may be affected by the accruals provisions of the Income Tax Act 1994. The provisions of the Goods and Services Tax Act might require payment of GST on the whole purchase price at the time of payment of the deposit or first instalment. Parties should not enter into such agreements without obtaining professional advice and ensuring the appropriate clauses have been prepared after consultation with the parties' solicitors.

62.

Fence to Remain

The Purchaser shall not cut or remove any fence on the property until the Purchaser has adequately fenced the new boundaries of the property contiguous with the Vendor's adjacent land and the Vendor shall have the right to graze the property up to the old fence line until the Purchaser has so fenced.

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63.

Purchaser to Keep Land Clear

-.0 The Purchaser covenants that until a dwelling house has been erected on the property the purchaser will: -.01 keep it as near as possible in its present condition, in particular clear of long grass weeds and other new growth; -.02 reimburse the Vendor the Vendor's cost of carrying out this work if the Purchaser fails to do so; -.03 if the Purchaser resells the property, obtain from the sub-Purchaser a covenant enforceable against the sub-Purchaser by the Vendor to comply with this covenant and deliver it to the Vendor.

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Part V

Leases 64.

Right of First Refusal

If at any time during the term of the lease or any renewal hereof the landlord shall be desirous of selling the premises the tenant (if it shall have paid the rental and observed and performed the covenants and conditions on the part of the tenant herein contained) shall have the right to purchase the landlord's interest in the premises upon the following terms and conditions: -.1 The landlord shall give notice in writing to the tenant of its desire to sell as aforesaid specifying the purchase price which it requires -.2 The tenant may within two months after receipt of the notice hereinbefore referred to give notice in writing to the landlord of its intention to purchase the premises and the parties shall immediately thereupon enter into an agreement for sale and purchase which agreement shall be in the form approved by the Real Estate Institute of New Zealand and the Auckland District Law Society and shall provide for settlement of the said sale 30 days after the date of the notice given by the tenant under subclause 2 hereof and shall further provide for payment of the said purchase price in one sum in cash on settlement when clear title shall be given and taken subject only to this lease -.3 If the landlord shall give notice pursuant to subclause 2 hereof and the tenant shall either elect not to or shall fail to give notice under subclause 2 then the landlord shall be free thereupon or at any time within twelve months to sell the premises thereafter to any person at a price no less than the price at which the premises were offered by the landlord to the tenant by notice under subclause 2 hereof and otherwise upon such terms as it shall think fit. 65.

Rent Holiday

The landlord herein agrees to allow the tenant an abatement of ............... [insert number of months] months rental. As $.................. [insert amount] has been paid by way of deposit, the next months rental shall be due on .................... [insert date]. 66.

Demolition

Notwithstanding the term of the lease the tenant shall vacate the demised premises and this lease shall determine without prejudice however to any right of action or other remedy of the landlord in respect of any antecedent breach of any of the covenants conditions and agreements herein contained or implied upon the expiration of twelve (12) months notice in writing from the landlord so to do but such notice shall be given by the landlord only for the purpose of demolition and rebuilding or making any structural alterations thereto or to the building itself or any portion thereof. 67.

Prior Access

The landlord further agrees to allow the tenant unrestricted access to the premises described herein prior to commencement of the lease period for the purpose of installation of machinery and equipment. 68.

Sublease

The parties hereto acknowledge the agreement evidenced herein is a sublease and for interpretation landlord and tenant shall be sublessor and sublessee. NOTE: Parties negotiating a sublease should obtain independent legal advice regarding the status of the headlease, and the relationship between the headlease and the sublease.

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Part VI

Commercial 69.

Conditional on Board Ratification

Notwithstanding that this agreement is an immediate and fully binding contract the obligations of the Purchaser hereunder shall be suspended until the agreement has been ratified by the board of directors of the Purchaser. In deciding whether to ratify the agreement, the board of directors may take into account the commercial and conveyancing aspects of the contract and the redevelopment potential of the property. If such ratification has not been given in writing by 5.00 pm on the working day after the date of this agreement by both parties, the Purchaser shall pay to the Vendor the sum of $............................ [state amount] and except for the obligation to make such payment, this agreement shall be void and all moneys paid under it shall be refunded and neither party shall have any claim against the other. This clause is inserted for the sole benefit of the Purchaser. NOTE: This clause is for use where the purchaser is a company. 70.

Due Diligence

Completion of this contract by the Purchaser is entirely conditional upon its completing and being satisfied with a due diligence programme in respect of the leases, tenancy and construction of the building and any other factors it may deem necessary within .......... [insert number] working days of the execution of this contract by both parties. This clause is inserted for the sole benefit of the Purchaser. 71.

Sale of Shares

This transaction may, at the option of the Purchaser, proceed as a sale of the shares in the Vendor which is a single asset company and which the Vendor warrants has not previously traded prior to acquisition of the property. The option may be exercised by written notice by the Purchaser to the Vendor within 5 working days after payment of the deposit being 10% of the purchase price. Upon exercise of the option the parties will enter into an agreement for sale and purchase of the shares in the Vendor including reasonable undertakings and warranties as are appropriate to such a sale of shares. In case of any dispute as to the form of the agreement the dispute shall be referred for determination by a solicitor nominated by the President of the Law Society of this district. This agreement shall be binding and enforceable pursuant to its terms until such time as the shares sale agreement has been signed by both parties. 72.

Confidentiality Clause

The parties hereto covenant that the information contained in this contract shall remain completely confidential to those named, their respective legal advisers, the Purchasers, financiers, the Vendor's and the Purchaser's valuers and ......................... [insert name of real estate agent] and the obligations in respect of this clause continue until this agreement is concluded, the contract is at an end or the parties herein agree the information is no longer confidential.

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73.

Rental Guarantee

Prior to the possession date, the vendor shall procure the execution by a lessee acceptable to the purchaser (the purchaser's acceptance not to be withheld in the event that the lessee can be shown to be respectable, responsible and solvent) of a deed of lease in the form annexed hereto (subject to such variations and alterations as the Purchaser and the lessee may agree) and containing the following terms: 1.

Rental of $.................... per annum

2.

A minimum term of ................ years

3.

Rental reviews at two year intervals

4. Use: Such use as conforms with the requirements of the operative and any proposed district plan and as is otherwise approved by the purchaser PROVIDED THAT such approval shall not be unreasonably or arbitrarily withheld in the case of a use which is not noxious or offensive 5.

Commencement of rental: On settlement

6. The personal covenants of the shareholders of any approved tenant shall be required in the case of a company other than a public listed company. In the event that a lease is not arranged as aforesaid, the Vendor shall pay monthly in advance to the Purchaser an amount equivalent to the monthly payments of rent and all other outgoings which would otherwise be payable if such tenancy had been arranged and such monthly payments shall continue until a lease has been arranged by the Vendor with such apportionment for any broken monthly period as may be appropriate.

74.

Certificate of Non-revocation

NOTE: A certificate of non-revocation is required where one of the parties to the agreement is executing pursuant to the authority conferred by a power of attorney. The party executing in this manner should obtain legal advice prior to entering into the transaction.

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Part V11

Marketing 75.

Advertising Display Disclaimer (when information may become out of date)

Since the date of publication or display of this information, a property may have been sold or withdrawn from sale, or the terms of sale may have been altered. Contact this office before taking any action. NOTE: This disclaimer should be used in conjunction with advertising (of any description) for the sale of properties.

76.

Open Home Marketing - Consent Clause for Register

NOTE: All agents conducting "open homes" must obtain the consent of all visitors inspecting the open home for the recording and use of personal information for other than security purposes. A suggested form of register is: XYZ Real Estate Ltd Register of persons inspecting "open home" at ...................................................................................................

[address]

on ........................................................................

[day and date]

Privacy Act 1993 - Agreement to use of information for other than security: We the undersigned agree that the following information concerning ourselves may be used by you or any other agent associated with you for the purpose of marketing of real estate: Name

Address

Telephone No.

Signature

Comments

NOTE: The agreement to use of information must appear on each page of the register and be drawn to the attention of the person supplying the information. If the person objects to the use of their information for marketing the appropriate note can be made in the comment column.

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77.

Disclaimer

The sole purpose of this memorandum is to assist the recipient in deciding whether it wishes to proceed with a further investigation of the property and it is not intended to form the basis of any investment decision or any decision to purchase the property. This memorandum does not constitute an offer or invitation for the sale or purchase of the property. The information in this memorandum has been provided by ............................................. ["the Vendor"] and has not been verified by .......................................................................... [insert name of real estate agent] ("the Agent"). No representation or warranty, express or implied, is or will be made in or in relation to, and no responsibility or liability is or will be accepted by the Vendor or by the agent or by any of their respective officers, servants or agents as to or in relation to the accuracy or completeness of, this memorandum or any other written or oral information made available to any interested party or its advisors and any liability for those particular representations and warranties which may be made in a sale and purchase agreement (which will not contain any representations or warranties as to this memorandum) when and if it is finally executed, and subject to such limitations and restrictions as may be agreed, shall have any legal effect. NOTE: This disclaimer applies to information provided by a real estate agent to a prospective Purchaser.

78.

Disclaimer for market appraisal for a financial institution for lending purposes

1.0 This report is a market appraisal prepared solely to provide information to the addressee who is considering whether to provide financial assistance for the purchase of the subject property. 2.1 The report is not a site, structural or engineering survey. It is not a valuation. It does not purport to provide any information available under s 44A of the Local Government Official Information and Meetings Act 1987. It does not contain any information regarding the legal status of the property. 2.2 Any information of the nature described in 2.1 should be obtained from an appropriately qualified professional advisor. 3.0

This report is prepared for the addressee only. Any person, other than the addressee who relies on this report for any purpose does so in all respects at their own risk.

NOTE: Reference to a "valuation" is reference to a valuation by a registered valuer. Reference to s 44A of the Local Government Official Information and Meetings Act 1987 refers to the Land Information Memorandum which can be issued by the local authority.

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79. Disclaimer Where a Real Estate Agent Provides a Market Appraisal for the Sale of the Assets of a Business for Marketing Purposes 1.0 This report is a market appraisal of the assets of [name of business] ("the business") which has been prepared solely for the use of the addressee. The addressee has requested the market appraisal to assist in the marketing of the assets of the business for sale. 2.1 The report is not a site, structural or engineering survey of any property belonging to the business. It is not a valuation. It does not purport to provide any information available under s44A of the Local Government Official Information and Meetings Act 1987. It is not an opinion about the legal status of the property belonging to the business. It does not constitute an audit of the financial status of the business and contains no professional evaluation of the financial management of the business or any taxation implications arising from the business or its sale. 2.2 Any information of the nature described in 2.1 should be obtained from an appropriately qualified professional advisor. 3.0 This report is prepared for the addressee only. Any person, other than the addressee who relies on this report for any purpose does so in all respects at their own risk.

80. Disclaimer Where a Real Estate Agent Provides a Market Appraisal for the Sale of Shares for Marketing Purposes 1.0 This report is a market appraisal of the value of the shares in [name of company] ("the company") which has been prepared solely for the use of the addressee. The addressee has requested the market appraisal to assist in the marketing of the shares of the company for sale. 2.1 The report is not a site, structural or engineering survey of any property belonging to the company. It is not a valuation. It does not purport to provide any information available under s44A of the Local Government Official Information and Meetings Act 1987. It is not an opinion about the legal status of the property belonging to the company, or the legal status of the company or the shares in the company. It does not constitute an audit of the financial status of the business and contains no professional evaluation of the financial management of the company or any taxation implications arising from the company or its sale. 2.2 Any information of the nature described in 2.1 should be obtained from an appropriately qualified professional advisor. 3.0 This report is prepared for the addressee only. Any person, other than the addressee who relies on this report for any purpose does so in all respects at their own risk.

32 REINZ Useful Clauses and Authorities – February 2000 ©

PART VIII

Authorities for Sale GENERAL AGENCY AGREEMENT BETWEEN

("the Agent")

AND

("the Owner")

1. In consideration of the Agent listing for sale and using its best endeavours to sell the property at .................................................................................. the Owner appoints the Agent as an agent for the sale of the property. 2. This agency shall commence immediately on signing and shall continue until cancelled by notice in writing to the Agent, which notice may become effective not earlier than midnight on the ( )th day after delivery of the notice. (Note: Up to a 7 day period may be reasonable - an agency subject to a specific cancellation period may be more secure and may lead to less dispute as to right to cancel than one which does not have a cancellation provision). 3. If the Owner enters into a contract to sell or exchange the property, or part of it, (a) during the period of this agency; or (b) after this agency has been cancelled, and the Agent has introduced the Purchaser to the property during the period of this agency and that contract becomes unconditional and binding on the parties, whether during or after the period of the agency, the Owner agrees to pay the Agent commission, fees and other agreed expenses as follows: ......................................................................................... 4. The Owner acknowledges: (a) The Agent is entitled to receive a deposit on the owner's behalf. (b) The Agent is entitled to deduct its fees and commission and other agreed expenses from the deposit. (c) If the deposit is not received by the Agent the Owner will pay the Agent its fees, commission and other agreed expenses forthwith on invoice. (d) The Agent may display a "for sale" sign on the property. 5.

The Agent is not authorised to sign a contract for sale of the property.

6.

Indemnity by Owner and authority to use information. The Owner has read the property description sheet and certifies that the information is correct in all respects. The Owner indemnifies the Agent against claims arising from the proper use of that information. The Owner agrees to the listing information and particulars of the sale of the property being passed on to any person for marketing purposes and statistics compiled and distributed by the Real Estate Institute of New Zealand. 7. I/WE have read, understood and agreed to the above terms. Receipt of a copy of this agreement and the property description sheet is acknowledged by me/us. I/we have the authority of all the Owners (if any others) to sign this agreement.

......................................................................................... Date Signature of owner or authorised signatory ........................................................................................ Date Signature of agent or authorised signatory

/

/20

/

/20

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SOLE/EXCLUSIVE MARKETING AGREEMENT BETWEEN

("the Agent")

AND

("the Owner")

1. In consideration of the Agent using its best endeavours to sell the Owner's property at............................................... and providing the services under its [refer Licensee's Marketing Plan], the Owner appoints the Agent as sole Agent [with exclusive selling rights] for the sale of the property. 2. This sole agency shall commence immediately on signing and shall continue until midnight on the ............. day of ........................... [insert date]. The Owner has disclosed to the Agent all existing agencies as noted below. The agency granted in this agreement is given subject only to those existing agencies and the Owner undertakes to cancel those agencies as soon as the Owner can legally do so. 3. If the Owner enters into a contract to sell or exchange the property, or part of it; (a) During the period of this agency; or (b) After this agency has expired, to a purchaser who has been introduced to the property by the Agent during the period of this agency, and that contract becomes unconditional and binding on the parties, whether during or after the period of the agency, the Owner agrees to pay the Agent commission, fees and other agreed expenses, as follows: [insert details]. The Owner understands that the commission and other charges are payable whether or not the contract has been negotiated through the Agent, even if the Owner should sell the property without the assistance of the Agent, or through another agent. 4. The Owner acknowledges: (a) The Agent has advised the Owner about the options available to the owner for cancellation of prior agency agreements (and has provided a sample cancellation form). Having received that advice, the Owner has relied on the Owner's own judgement about any rights to cancel prior agency agreements and the giving of notice. (b) The Agent is entitled to receive a deposit on the Owner's behalf. (c) The Agent is entitled to deduct its fees and commission and other agreed expenses from the deposit. (d) If the deposit is not received by the Agent the Owner will pay the Agent its fees and commission and other agreed expenses forthwith on invoice. (e) The Agent has exclusive "for sale" sign rights (as from cancellation of any general agencies). 5.

The Agent is not authorised to sign a contract for sale of the property.

6. Indemnity by Owner and authority to use information. The Owner has read the property description sheet and certifies that the information is correct in all respects. The Owner indemnifies the Agent against claims arising from the proper use of that information. The Owner agrees to the listing information and particulars of the sale of the property being passed on to any person for marketing purposes and statistics compiled and distributed by the Real Estate Institute of New Zealand. 7. I/WE have read, understood and agreed to the above terms. Receipt of a copy of this agreement [the marketing plan] and the property description sheet is acknowledged by me/us. I/we have the authority of all the Owners (if any others) to sign this agreement. ......................................................................................... Signature of Owner or authorised signatory

Date:

/

/ 20

........................................................................................ Signature of Agent or authorised signatory

Date:

/

/ 20

NOTE: A "Clause for Insertion in Sole Agency Agreement to Allow for Master Agency" appears on page 37 of this booklet. If required it could be inserted in this authority (above) between clauses currently numbered "5" and "6".

34 REINZ Useful Clauses and Authorities – February 2000 ©

SOLE/EXCLUSIVE MARKETING AGREEMENT WITH GENERAL AGENCY EXTENSION BETWEEN

("the Agent")

AND

("the Owner")

1. In consideration of the Agent using its best endeavours to sell the Owner's property at ............................ .....................................................and providing the services under its [refer to Licensee's Marketing Plan], the Owner hereby appoints the Agent as sole Agent (with exclusive selling rights) for the sale of the property for the term specified in Clause 2, after which the appointment shall continue as General Agent until cancellation as specified in Clause 2. 2. The sole agency shall commence immediately on signing and shall continue until midnight on the ............. day of ......................... [insert date], and thereafter the agency shall continue as a general agency until cancelled by notice in writing to the Agent, which notice may become effective not earlier than midnight on the ( )th day after delivery of the notice. (Note: Up to a 7 day period may be reasonable - an agency subject to a specific cancellation period may be more secure and may lead to less dispute as to right to cancel than one which does not have a cancellation provision). 3. If the Owner enters into a contract to sell or exchange the property, or part of it: (a) During the period of the sole agency, (b) After the sole agency has expired, to a purchaser who has been introduced to the property by the Agent during the period of the sole agency; or (c) During or after the general agency has been cancelled, to a person who has been introduced to the property by the Agent during the period of the general agency, and that contract becomes unconditional and binding on the parties, whether during or after the periods of the sole and general agency, the Owner agrees to pay the Agent commission, fees and other agreed expenses, as follows: The Owner understands that under the sole agency terms (a) and (b) )the commission and other charges are payable whether or not the contract has been negotiated through the Agent and even if the Owner should sell the property without the assistance of the Agent to a person not introduced by the agent. 4. The owner acknowledges: (a) The Agent has advised the Owner about the options available to the owner for cancellation of prior agency agreements (and has provided a sample cancellation form). Having received that advice, the Owner has relied on the Owner's own judgement about any rights to cancel prior agency agreements and the giving of notice. (b) The Agent is entitled to receive a deposit on the Owner's behalf (c) The Agent is entitled to deduct its fees and commission and other agreed expenses from the deposit (d) If the deposit is not received by the Agent the Owner will pay the Agent its fees and commission and other agreed expenses forthwith on invoice. 5.

The Agent is not authorised to sign a contract for sale of the property.

6. Indemnity by Owner and authority to use information. The Owner has read the property description sheet and certifies that the information is correct in all respects. The Owner indemnifies the Agent against claims arising from the proper use of that information. The Owner agrees to the listing information and particulars of the sale of the property being passed to any persons for marketing purposes and statistics complied and distributed by the Real Estate Institute of New Zealand. 7. I/WE have read, understood and agreed to the above terms. Receipt of a copy of this agreement, the marketing plan and the property description sheet is acknowledged by me/us. I/we have the authority of all the Owners (if any others) to sign this agreement. ......................................................................................... Date:

/

/ 20

/

/ 20

Signature of Owner or authorised signatory ........................................................................................ Date: Signature of Agent or authorised signatory NOTE: A "Clause for Insertion in Sole Agency Agreement to Allow for Master Agency" appears on page 37 of this booklet. If required it could be inserted in this authority (above) between clauses currently numbered "5" and "6". REINZ Useful Clauses and Authorities – February 2000 ©

35

JOINT SOLE/EXCLUSIVE MARKETING AGREEMENT BETWEEN

("the Agent")

AND

("the Agent")

AND

("the Owner")

1. In consideration of the Agents using their best endeavours to sell the Owner's property at ..................................................................................................... ("the property") and providing the services detailed in the attached Marketing Schedule incorporating the Marketing Programme, the Owner appoints both the Agents to be the Agents for the sale of the property, with selling rights (incorporating "For Sale" and "Sold By" rights) exclusive to the Agents. 2. This Agency will commence immediately on signing and shall continue until midnight on the day of 20 3.

If the Owner enters into a contract to sell or exchange the property or part of it:

(a)

during the period of this agency; or

(b)

after this agency has expired,

to a purchaser who has been introduced to the property: (c)

by one or both of the Agents during the period of this Agency, or

(d)

through the instrumentality of one or both of the Agents,

and that contract becomes unconditional and binding on the parties, whether during or after the period of this Agency, the Owner agrees to pay the Agents commission, fees and other agreed expenses set out below. The Owner understands that the commission and other charges are payable whether or not the contract has been negotiated through the one or all of the Agents and even if the Owner should sell the property without the assistance of any of the Agents. 4.

The Owner acknowledges (and if more than one, jointly and severally):

(a) that the Agents have advised the Owner on cancellation procedures, the need to cancel all other agencies granted for the sale of the property, and the need to comply with any specific notice requirements in respect of the other agency or agencies; (b)

any general agencies have been cancelled or will be cancelled by the Owner;

(c) the listing information and particulars of the sale of the property may be passed to any persons for marketing purposes and statistics complied and distributed by the Real Estate Institute of New Zealand; (d)

any subsequent inquiry or negotiation from other agents will be referred directly to the Agents;

(e)

either one of the Agents is entitled to receive and hold the deposit on behalf of the Owner;

(f) the Agent holding the deposit is entitled to deduct their fees and commissions and any other agreed expenses from the deposit, and is responsible for ensuring that the other Agent received payment of their fees and commissions due under this agreement by deduction from the deposit; (g) where no deposit is received by either Agent, the Owner will pay each Agent their share of the fees and commission and other agreed expenses forthwith on invoice. 5.

Neither Agent is authorised to sign a contract for sale of the property.

6. In the event that the property is marketed as an open home, the Owner: (a) acknowledges that the Agents will not be responsible for any loss or damage arising from the open home; and (b)

authorises the Agents to exclude any persons from the open home without cause being shown.

36 REINZ Useful Clauses and Authorities – February 2000 ©

7. The Owner acknowledges that the Agents will be paid the costs of marketing the property specified in the Marketing Schedule prior to commencement of the Marketing Programme. 8. (a) The Owner agrees to pay a basic fee of $ and on any balance of consideration (b)

and on the first $ of consideration (plus GST) ("the Commission").

All parties to this agreement acknowledge that: (i) the Agent who sells the property will receive property; and

% of the commission for the sale of the

(ii) the Agent who does not sell the property will receive sale of the property. (c) Each week by pm on of selling activities for the property.

% of the commission for the

day, both the Agents will report to the Owner with details

I/We have read understood and agreed to the above terms. I/We acknowledge that I/We have received a copy of this agreement and the Marketing Schedule. I/We have the authority of all the Owners (if any others) to sign this agreement. ................................................ Owner's signature Date: / / 20

..................................................... Owner's signature Date: / /20

................................................ Signature of Listing Agent or authorised signatory

..................................................... Signature of Listing Agent or authorised signatory Date: / /20

Date:

/

/ 20

SOLE/EXCLUSIVE MARKETING AGREEMENTS Clause allowing for Master Agency BETWEEN

("the Agent")

AND

("the Owner")

Clause for Insertion in Sole Agency Agreement to Allow for Master Agency: The Sole Agent is authorised to engage the agents named below as Sub-Agents who may offer the property for sale under the direction of the Sole Agent. The Owner will allow the Sub-Agents to inspect the property to introduce purchasers to the property and to negotiate a sale on behalf of the Owner but a Sub-Agent will have no direct claim against the Owner for a commission or other payments and if a sale is effected by a Sub-Agent any remuneration will be paid to the Sole Agent. The Sole Agent is authorised to give information concerning the property and particulars of the Owner's name and address to the SubAgents who in turn may use such information for the purposes of negotiating a sale of the property. NOTE: A dominant group of agents participating in a joint agency arrangement may find themselves to be in breach of the provisions of the Commerce Act, 1986, which prohibit practices substantially lessening competition (s 27) and price fixing (s 30). A group of agents contracting collectively as "Joint Agents" may be offering a common price for their services, whereas a Master Agent can be the only agent contracting with the Principal and can be seen to be acting independently of its competitors but engaging them on such terms as may be negotiated between them separately, without reference to the Principal.

REINZ Useful Clauses and Authorities – February 2000 ©

37

AUTHORITY TO LEASE To: ............................................................................................................................................. I hereby appoint you my Agent(s) for the purpose of arranging the letting or leasing of my property described below, for the period and on the terms and conditions set forth below, and I authorise you to sign an agreement setting out the basis for the letting or leasing in accordance therewith and to receive payment on account of rent on my behalf. You are authorised to use particulars of my name and address and information concerning the property for the purposes of arranging the letting or leasing. If the property is let or leased by you or through your instrumentality or to anyone introduced through agency, either at the rental for the period and on the terms and conditions stated below, or at such other rental for such periods and upon such terms and conditions as are acceptable to me, I agree to pay your fee (specify fee here or in a schedule). (Particulars of property, rental and terms and conditions) ........................................................................................

Date:

/

/ 20

MANAGEMENT AUTHORITY (RESIDENTIAL) To: ........................................................................................................................................... 1. I appoint you my Agent to manage my property as listed and I agree to pay you ..........% plus GST of all moneys collected by you and ..........% plus GST of all repairs, maintenance and renovations arranged by you. I acknowledge that you receive your letting charges from the tenant. 2. I acknowledge that with this appointment you, as my Agent, under the terms of the Residential Tenancies Act 1986, are to act on my behalf as if you were the landlord. 3. I authorise you to collect a bond to be paid to the Tenancy Services division of the Ministry of Housing on my behalf and when the tenancy is terminated I authorise you, after you inspect the property, to approve the refund to the tenant on my account of all or part of this bond as you in your judgment decide is fair and reasonable. 4. I understand you will send me statements as soon as possible after your balance date at the end of each month. 5. I authorise you to spend up to one week's rent on any one repair without reference to me. Except in cases of emergency all other repairs must have my prior approval. 6. I authorise you to arrange new tenancies for the rental and bond as listed, or as I subsequently agree to accept, and to sign on my behalf the Auckland District Law Society/Real Estate Institute of New Zealand Inc tenancy agreement. 7. I require you to exercise reasonable care in the management of my property but I acknowledge that you do not guarantee the rent or the condition of the property. 8.

I have the authority of the other owners, if any, to make this appointment.

9. This authority may be terminated by either you or me at any time after ..................................... by the giving of one week s notice. 10.

I require you to make inspections at the end of each tenancy and otherwise at your discretion.

11.

(Insert listing details here or in a schedule).

Signature of Owner..................................................

38 REINZ Useful Clauses and Authorities – February 2000 ©

Date:

/

/ 20

AUTHORITY TO ACT AS AGENT FOR PROSPECTIVE TENANT To: ........................................................................................................................................ I appoint you to act as my Agent to arrange rental accommodation for me. Should you introduce me to any premises which are suitable and which leads to my taking a tenancy of the same premises, I undertake to pay you your fee, (set out basis of fee here or in a schedule) notwithstanding that you may also be engaged as the management agent by the landlord. You are authorised to use particulars of my name and address and proper information concerning me for the purposes of advertising for and arranging the tenancy. You have authority to obtain information about my creditworthiness from any agency holding such information. ........................................................................................

Date:

/

/ 20

(Signature)

PURCHASE AUTHORITY To: ....................................................................................................................................... I hereby appoint you my Agent(s) for the purchase of the property specified in the schedule hereto, or if no property be specified,[* or if the property specified cannot be acquired on a basis acceptable to me, then another property designed to serve the same purpose, or the purpose mentioned in the schedule hereto, and on terms no less advantageous to me than those mentioned in the schedule.] If any such property is acquired by me, either alone or in conjunction with another or others, or by my nominee, through your instrumentality (and whether on the basis mentioned in the schedule hereto or otherwise), I will pay your fee plus GST. Provided always that should you without my written consent accept any commission or remuneration from any owner, agent or other person in connection with the sale of any property so acquired, no commission shall be payable by me hereunder. You are authorised to use particulars of my name and address and any further particulars concerning me which might be appropriate for the purposes of advertising for or negotiating for the purchase of the property I wish to purchase.

Schedule Property: (If any specific property, give description) (If no specific property, give particulars of requirements, purpose, locality, etc) Price: (Maximum unless otherwise stated) Fees: Terms: (Cash on possession or as stated) Other stipulations: (eg whether vacant possession of whole property required, approximate date for settlement, etc) Dated this

day of

20

..................................................................................

Date:

/

/ 20

(Purchaser s signature) * This provision should be used only with caution.

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39

SOLE/EXCLUSIVE MARKETING AGREEMENT SALE BY AUCTION BETWEEN

("the Agent")

AND

("the Owner")

Schedule might be inserted here or at end or particulars included in separate Selling Instructions attached and signed. 1. In consideration of the Agent offering for sale by auction and using its best endeavours to sell the Owner's property described in the schedule [the attached selling instructions] and providing the services under its [refer to Licensee s Auction Marketing Plan], the Owner hereby appoints the Agent as sole agent (with exclusive selling rights) for the sale of the property on the conditions set out in this agreement. 2. This sole agency shall commence immediately on signing and shall continue until midnight on .................................. [insert date]. The Owner has disclosed to the Agent all existing agencies as noted below. The agency granted in this agreement is given subject only to those existing agencies and the Owner undertakes to cancel those agencies as soon as the Owner can legally do so. (Insert the following if Agent not a licensed auctioneer or (if licensed) still needs to engage an outside authorised auctioneer). 3. The Agent is authorised to engage a licensed auctioneer [approved auctioneer] to offer the property at auction on behalf of the owner and if the property is not sold when offered at auction the Owner agrees to pay the amount shown in [the Schedule/the attached Selling Instructions] as an offering fee. 4. The Owner authorises the Agent to incur disbursements in connection with this agreement for the categories of expenditure and up to the maximum amounts shown in [the Schedule/the Selling Instructions]. Payment is to be made to the Agent before the expenditure is incurred. The Owner is to reimburse the Agent for these disbursements whether or not the property is sold. Any amount not spent will be refunded to the Owner. 5. The Owner acknowledges that the Agent may be entitled to receive advertising contract volume discounts and agrees to the Agent having the benefit of any discounts. 6. If the Owner enters into a contract to sell or exchange the property, or part of it: (a) at the auction; or (b) during the period of this agency; or (c) after this agency has expired, to a purchaser who has been introduced to the Property by the Agent during the period of this agency, and that contract becomes unconditional and binding on the parties, whether during or after the period of agency, the Owner agrees to pay to the Agent, in addition to the amounts payable for agreed disbursements, a commission (i) (ii)

for a fixed amount of $ plus GST; or calculated on the purchase price (including any chattels) as follows:

The owner understands that the agreed disbursements and commission plus GST are payable to the Agent whether or not the contract has been negotiated through the Agent and even if the Owner should sell the property without the assistance of the Agent. 7. The Agent is entitled to retain any payments due to the Agent from any deposit received from the purchaser. If the Agent does not receive a deposit the Owner will pay the Agent immediately on receipt of invoice. 8. The Agent/Auctioneer is authorised: (a) to receive a deposit on behalf of the owner (b) to sign a contract on behalf of the Owner if the property is sold by auction (at or above the reserve price, if any) (c) to request the Owner's solicitor to approve the standard particulars and conditions of sale, as provided by the Agent OR request the Owner's solicitor to prepare such particulars and conditions. 9. The Owner acknowledges: (a) The Agent has advised the Owner about the options available to the owner for cancellation of prior agency agreements (and has provided a sample cancellation form). Having received that advice, the Owner has relied on the Owner's own judgement about any rights to cancel prior agency agreements and the giving of notice 40 REINZ Useful Clauses and Authorities – February 2000 ©

(b) The Agent is entitled to receive a deposit on the Owner's behalf (c) The Agent is entitled to deduct its fees and commission and other expenses from the deposit (d) If the deposit is not received by the Agent the Owner will pay the Agent its fees and commission forthwith on invoice (e) The Agent has exclusive "for sale" sign rights (as from cancellation of any general agencies). 10. Indemnity by Owner and authorising to use information. The Owner has read the property description sheet and certifies that the information is correct in all respects. The Owner indemnifies the Agent against claims arising from the proper use of that information. The Owner agrees to the listing information and particulars of the sale of the property being passed on to any person for marketing purposes and statistics compiled and distributed by the Real Estate Institute of New Zealand. 11. I/We have read, understood and agreed to the above terms. Receipt of a copy of this agreement [the marketing plan] and the [Selling Instructions] is acknowledged by me/us. I/we have the authority of all the Owners (if any others) to sign this agreement. .........................................................................................

Date:

/

/ 20

Date:

/

/ 20

Signature of Owner or authorised signatory ........................................................................................ Signature of Agent or authorised signatory NOTE: This form allows for appointment of a Real Estate Agent to arrange for sale by auction or to sell before or after the auction. A separate form of contract for sale at auction should also be completed between the Auctioneer and the Vendor if the Agent is not also a Licensed Auctioneer. Licensed auctioneers may wish to use the form provided by the Auctioneers Association of New Zealand, modified so as to relate to the Real Estate Agent's marketing agreement.

Schedule (include if particulars not in separate selling instructions signed by Owner) Address of Owner: Tel: Address of Property: Legal Description of Property: Chattels included in sale (attach inventory if necessary) Date of Auction: Place of Auction: Time of Auction: Reserve price: $ or to be notified in writing prior to auction Special Conditions of Sale: Solicitor for Owner

Tel:

Authorised disbursements (all net of GST) Advertising cost

$

Telephone, travelling & sundries $ Auctioneer's offering fee Other (describe)

$

$

REINZ Useful Clauses and Authorities – February 2000 ©

41

RESERVE PRICE AT AUCTION (Date) (Name) Licensed Auctioneer, (Address) Dear Re: I/We hereby authorise you to submit the above property to Public Auction on I/We request a RESERVE PRICE of $

to be set for that Auction.

I/We further request that I/We retain the right to change this Reserve Price during the Auction. Yours faithfully By or on behalf of the Vendors

Date:

/

/ 20

Terms of Settlement: Note: It is recommended that any alterations be initialled by the parties.

42 REINZ Useful Clauses and Authorities – February 2000 ©

CANCELLATION OF AGENCY (to replace Cancellation of General Agency form) To:

(Name of Agency) .....................................................................

(Branch of Agency) ..................................................................... Method of Delivery:

Fax:

Hand:

Mail:

Address for delivery to agency: Please take notice that as from the date of delivery of this notice to you I give you *................ days notice, effective at midnight on .............................. [insert date]. This option might be used if the existing agency contract has a cancellation on notice clause. The timing should correspond with the provisions in the existing contract. * or immediate notice. That I am cancelling your agency for the sale of my property. If you are currently working with any prospective purchasers, please advise me of their names and the current state of any negotiations you are conducting on my behalf. I have appointed the agent named below as general/sole/exclusive agent. That agent is authorised to deliver this notice to you. Please remove any signs you have on my property and return any keys you have to me. If you have any concerns about this notice please contact me within 24 hours of receipt, or I will regard you as having accepted cancellation without reservation. Name of Principal giving Notice: Address of property for sale: Name of new general/sole/exclusive agent appointed: I acknowledge to the new agent named above that I am giving this notice relying on my own judgment as to my right to cancel the prior agency, although you may have advised me as to the options available to me and provided me with this form. Alternatively the new agent may have this inserted in its agency contract. ................................................... ................................................... Signature/s of owner/s Date:

/

/ 20

Notes for Property Owner You need to consider whether: You can justify cancellation for cause, because the agent is not satisfactorily performing the agent's obligations under the agency contract. The agency contract has a cancellation period, which you will need to keep to, unless there has been a serious breach of the agent's contractual responsibility to you. If you cancel and appoint a new sole/exclusive agent, are you prepared to pay double commission if you later accept an offer through the agent you are now giving notice to, or from a person originally introduced by that agent. If in doubt about your prior agency obligations you should consult your solicitor. REINZ Useful Clauses and Authorities – February 2000 ©

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