A Sale & Purchase Agreement is a private contract between the vendor and the purchaser for the sale and purchase of a property. Licensed housing developers are required to use the standard form of Sale & Purchase Agreement in the sale of the units in a licensed housing project. Under the Sale & Purchase Agreement, the developer is required to build the unit and the housing project in a good and workmanlike manner according to the Specifications set out in the Agreement.
The purchaser should obtain a written confirmation from the developer if there are items offered by the developer which are not stated in the Sale & Purchase Agreement. A purchaser of a strata-titled property should note the share value allocated to the unit as this determines the maintenance charges payable. A purchaser must ensure that payments due to the developer are made promptly according to the payment schedule in the Sale & Purchase Agreement. A purchaser has to inform developer if he sub-sells the unit before completion of the sale of the unit has taken place.
All changes to the terms and conditions in the standard Sale & Purchase Agreement have to be approved by the Controller of Housing.
A Sale & Purchase Agreement is a private contract between the developer and the purchaser. Should there be any breach or disputes, the purchaser may wish to resolve them through mediation or seek legal advice on the appropriate course of action. In mediation, an impartial third party will help the purchaser and the developer to negotiate an amicable settlement of the differences.
The developer is required to build the unit together with all the common property, if any, in a good and workmanlike manner according to the Specifications set out in the Schedule of the Sale & Purchase Agreement and the plans approved by the Commissioner of Building Control and other relevant authorities. If in the erection of the unit, the developer has made changes from the Specifications or approved plans with the approval of or as required by the Commissioner of Building Control or other relevant authorities, the purchaser is entitled to a corresponding reduction in the purchase price or to damages if such changes involve the use of cheaper materials, omission of any works or reduction in the scale of the works originally agreed to be carried out by the developer. The type of materials, finishes, fittings, appliances, furnishings, etc to be used or provided for a unit and the common facilities are set out in the "Specifications of the Building" in the Schedule of the Sale & Purchase Agreement.
The purchaser should obtain a written confirmation from the developer if there are any other items offered by the developer which are not stated in the specifications, e.g. free washing machine, cooker, etc. A purchaser of a unit in strata-titled housing projects (includes apartments, condominium and strata landed housing with common property) should note the share value that has been allocated to the unit in relation to the whole housing project. The share value of a unit determines a purchaser's share in the housing project and is used to compute his share of contribution for the recurrent maintenance fees and charges for the common property.
The purchaser should also note that there could be some restrictions on the use and enjoyment of the unit and common property by the purchaser in the Sale & Purchase Agreement. These restrictions are intended to facilitate the developer in managing the common property before the formation of the Management Corporation and the first annual general meeting is held.
The purchaser must ensure that all payments due to the developer are made promptly according to the payment schedule in the Sale & Purchase Agreement. The purchaser will be liable to pay interest in accordance with the formula set out in the Sale & Purchase Agreement if any amount of purchase price due is not paid by the deadline specified in the payment schedule of the Sale & Purchase Agreement. If any payment of the purchase price and interest remains unpaid for more than 14 days after it is due, then the developer has the right to treat the Sale & Purchase Agreement as having been repudiated by the purchaser and may take steps as specified in the Agreement to annul the Sale & Purchase Agreement. Once the Sale & Purchase Agreement is annulled, the developer has the right to forfeit the purchase price, recover all outstanding interest owing and unpaid by the purchaser, and to resell the unit to any other person or otherwise dispose of it.
Amendment in Terms of Sale & Purchase Agreement must be approved beforehand. All changes to the terms and conditions in the standard Sale & Purchase Agreement have to be approved by the Controller of Housing. This is so even if the changes have been mutually agreed to by both the purchaser and developer. The developer is required to list all the changes to the Sale & Purchase Agreement which have been approved by the Controller of Housing in a separate schedule in the Agreement (usually referred to as The Second Schedule).
If the purchaser wishes to sub-sell the unit after signing the Sale & Purchase Agreement with the developer and completion of the sale of the unit has not taken place, the purchaser will have to inform the developer of the proposed sub-sale. The developer will, at the request of the sub-purchaser, enter into a new Sale & Purchase Agreement with the sub-purchaser on such terms and conditions as shall place the developer and the sub-purchaser in the same position as if the sub-purchaser were the original purchaser in the original Sale & Purchase Agreement.
If a purchaser has purchased the unit under a deferred payment scheme, he should note that the developer may or may not extend the deferred payment scheme to the sub-purchaser. The purchaser should ensure that the sub-purchaser is aware of the possible variation to the payment scheme when they enter into the sub-sale agreement.
Both the purchaser and developer will need to meet their respective obligations specified in the Sale & Purchase Agreement. If there is any breach by either party, the parties should follow the steps specified in the agreement to seek remedies. In the event of a dispute, the purchaser is advised to initiate discussions with the developer to resolve the differences. The purchaser may wish to consider engaging professional mediators to reach an amicable solution or seek legal advice on the appropriate course of action to take should the need arises. As the Sale and Purchase Agreement is a private agreement between the developer and the purchaser, the Controller of Housing would not be able to adjudicate on the dispute between the parties.
In mediation, an impartial third party, called a mediator, will help the purchaser and the developer to negotiate an amicable settlement of the differences. The mediator does not adjudicate on the dispute, but rather helps to facilitate both parties to reach an agreement on how to solve the problem. Mediation is likely to be less costly than litigation or arbitration and may help the purchaser resolve disputes more quickly.
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