我们探讨 Schedule G 买卖合约(正在建筑中的有地住宅产业)里的重要条款,同时解读如何更了解自身的权利与权限。 现在让我们延续探讨 Schedule G 买卖合约:「缴付买价付款进度表 (Third Schedule: Schedule of Payment of Purchase Price)」里的重要条款;即卖方移交空置管有权(移交锁匙)时,买方所须要注意的事项 (Item 3, 4 & 5)。
案例1: Mr.Tan于2014年7月签署以下买卖合约,有关房屋建筑工程2016将竣工。
THIRD SCHEDULE (Clause 4)
SCHEDULE OF PAYMENT OF PURCHASE PRICE
Item Installments Payable % Amount
1. Immediately upon the signing of this Agreement 10
2. Within twenty one (21) working days after receipt by the Purchaser of the Vendor’s written notice of the completion of -
(a) the foundation of the said Building 10
(b) the structural framework of the said Building 15
(c) the walls of the said Building with door and window frames placed in position 10
(d) the roofing, electrical wiring, plumbing (without fittings), gas piping (if any) and internal telephone trunking and cabling to the said Building 10
(e) the internal and external finishes of the said Building including the wall finishes 10
(f) the sewerage works serving the said Building 5
(g) the drains servingthe said Building 5
(h) the roads serving the said Building 5
3. On the date the Purchaser takes vacant possession of the said Building, with water and electricity supply ready for connection 12.5
4. On the date the Purchaser takes vacant possession of the said Building as in item 3 as follows: 2.5
(a) where separate document of title to the said Lot has been issued and the Proprietor / Vendor has executed and delivered to the Purchaser or the Purchaser's solicitors a valid and registrable Memorandum of Transfer of the said Properly in favour of the Purchaser together with the original issue document of title to the said Lot, to be paid direct to the Vendor; or
(b) where separate document of title to the said Lot has not yet been issued, to be held by the Vendor’s solicitors as stakeholder for payment to the Vendor within twenty-one (21) working days after receipt by the Purchaser or the Purchaser’s solicitors of the original issue document of title to the said Lot together with a valid and registrable Memorandum of Transfer of the said Property in favour of the Purchaser executed by the Proprietor / Vendor
5. On the date the Purchaser takes vacant possession of the said Building asin item 3 and to be held by the Vendor's solicitor as stakeholder for payment to the Vendor as follows: 5
(a) two point five per centum (2.5%) at the expiry of eight (8) months after the date the Purchaser takes vacant possession of the said Building; and
(b) two point five per centum (2.5%) at the expiry of twenty-four (24)months after the date the Purchaser takes vacant possession of the said Building.
Item (3): On the date the Purchaser takes vacant possession of the said Building, with water and electricity supply ready for connection (12.5%) 当卖方交付空置管有权(移交锁匙)予买方时,必须确保水和电力供应可以直接链接。
Manner of delivery of vacant possession 23. (1) The Vendor shall let the Purchaser into possession of the said Property upon the following: (a) the issuance of a certificate of completion and compliance certifying that the said Building has been duly constructed and completed in conformity with the approved plans and the requirements of the Street, Drainage and Building Act 1974 and any by-laws made thereunder; 卖方在移交空置管有权给予买方时必须符合以下准则: 获得有关当局签发的竣工及合规证明书 (certificate of completion and compliance),以证明该物业是在按照批准的计划下完成及建造,并确保在符合1974年订立的街道、排水和建筑法令下完工;
23. (2) The delivery of vacant possession by the Vendor shall be supported by acertificate of completion and compliance certifying that the said Building is safe and fit for occupation and includes the handing over of the keys of the said Building to the Purchaser. 当卖方在移交空置管有权给予买方时,必须出示有关当局签发的竣工及合规证明书,证明有关屋业是在具备安全的条件下适合居住。
如果卖方逾期交付空置管有权予买方,那么买方该怎么办?
Time for delivery of vacant possession 22. (1) Vacant possession of the said Building shall be delivered to the Purchaser in the manner stipulated in clause 23 within (24) calendar months from the date of this Agreement. 交付空置管有权的时间 在卖方交付有关空置管有权予买方时,必须遵守合约第23条款的规定方式,并从此合约生效日开始计算起的(24个月)内准时交付。
22. (2) If the Vendor fails to deliver vacant possession of the said Building in the manner stipulated in clause 23 within the time stipulated in subclause (1), the Vendor shall be liable to pay to the Purchaser liquidated damages calculated from day to day at the rate of ten per centum (10%) per annum of the Purchase Price from the expiry date of the delivery of vacant possession in subclause (1) until the date the Purchaser takes vacant possession of the said Building. Such liquidated damages shall be paid by the Vendor to the Purchaser immediately upon the date the Purchaser takes vacant possession of the said Building. 如果卖方无法必须遵守合约第23条款的规定方式,以及此第 (1)条款指定的期限内移交有关空置管有权予买方,那么卖方必须赔偿违约金予买方。违约金的计算方式是依据此第(1) 条款指定到期日至卖方正式移交有关空置管有权予买方的那一天,并以买卖合约价格的年利率10%来进行计算。同时在移交空置管有权当天,缴付有关违约金予买方。
Item (4): On the date the Purchaser takes vacant possession of the said Building as in item 3 as follows: (2.5%) 当买方获得移交空置管有权时,必须依据第三条款所述,如下:
(a) where separate document of title to the said Lot has been issued and the Proprietor / Vendor has executed and delivered to the Purchaser or the Purchaser's solicitors a valid and registrable Memorandum of Transfer of the said Property in favour of the Purchaser together with the original issue document of title to the said Lot, to be paid direct to the Vendor; or 有关物业的地契分割文件已经发出,业主/卖方已经执行和递交予买方或买方的律师,既有利于买方的有效和注册转让备忘录 (Memorandum of Transfer) ,连同附上有关物业的原始地契分割文件,买方直接支付相关款额给卖方。
(b) where separate document of title to the said Lot has not yet been issued, to be held by the Vendor’s solicitors as stakeholder for payment to the Vendor within twenty-one (21) working days after receipt by the Purchaser or the Purchaser’s solicitors of the original issue document of title to the said Lot together with a valid and registrable Memorandum of Transfer of the said Property in favour of the Purchaser executed by the Proprietor / Vendor 有关物业的地契分割文件尚未发出,卖方律师授权为托管帐户 (stakeholder) 管理人,进行帐户管理。如果当买方或买方律师收到有关物业的原始地契分割文件时,卖方律师将在21天工作日内支付相关款额予卖方,并连同附上由业主/卖方执行的有利于买方有效和注册转让备忘录 (Memorandum of Transfer)。
Item (5): On the date the Purchaser takes vacant possession of the said Building as in item 3 and to be held by the Vendor's solicitor as stakeholder for payment to the Vendor as follows: (5%) 当买方获得有关物业移交空置管有权时,必须依据第三条款所述,以及卖方律师授权为托管帐户 (stakeholder) 管理人,进行帐户管理支付剩余的款额(5%)给卖方时必须符合以下条款:
(a) two point five per centum (2.5%) at the expiry of eight (8) months after the date the Purchaser takes vacant possession of the said Building; and 买方获得有关物业移交空置管有权当天开始算起的(8)个月后,卖方律师才能支付买价的2.5%予卖方;以及 (b) two point five per centum (2.5%) at the expiry of twenty-four (24) months after the date the Purchaser takes vacant possession of the said Building. 买方获得有关物业移交空置管有权当天开始算起的(24)个月后,卖方律师才能支付买价的2.5%予卖方.
物业缺陷责任保用期
Defect liability period 25. (1) Any defect, shrinkage or other faults in the said Building which shall become apparent within a period of twenty-four (24) calendar months after the date the Purchaser takes vacant possession of the said Building and which are due to defective workmanship or materials or; the said Building not having been constructed in accordance with the plans and description as specified in the Second and Fourth Schedule as approved or amended by the Appropriate Authority, shall be repaired and made good by the Vendor at its own cost and expense within thirty (30) days of the Vendor having received written notice thereof from the Purchaser.
物业缺陷责任保用期 买方在获得有关物业移交空置管有权后的(24)个月内,有关物业出现任何缺陷,结构上的收缩裂缝或其它的问题,其原因是来自工艺或材料缺陷;或有关物业没有依据Second and Fourth Schedule(即经过有关当局批准或经过修订)而建成,当卖方收到买方书面通知后,卖方必须在(30)天内对有物屋业的缺陷进行完善的维修工作,所有相关费用由卖方自行承担。