Estate Agents (Contracts) Regulations 1997

i Estate Agents (Contracts) Regulations 1997 S.R. No. 102/1997 TABLE OF PROVISIONS Regulation Page 1. Objective 1 2. Authorising provision 1 3. Commencement 1 4. Revocation 1 5. Reference to forms 1 6. Prescribed and permitted forms 2 __________________ SCHEDULE 3 Form 1—Contract Note 3 Form 2—Contract of Sale of Real Estate 5 Form 3—Contract of Sale of Business 13 ═══════════════ NOTES 26 -- 1 of 27 -- 1 STATUTORY RULES 1997 S.R. No. 102/1997 Estate Agents Act 1980 Estate Agents (Contracts) Regulations 1997 The Governor in Council makes the following Regulations: Dated: 30 September 1997 Responsible Minister: JAN WADE Minister for Fair Trading CON CHARA Acting Clerk of the Executive Council 1. Objective These Regulations prescribe standard forms of contract to be used by agents and agents' representatives to give effect to agreements negotiated by them. 2. Authorising provision These Regulations are made under section 99 of the Estate Agents Act 1980. 3. Commencement These Regulations come into operation on 1 October 1997. 4. Revocation The Estate Agents (Contract) Rules 19931 are revoked. 5. Reference to forms -- 2 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 2 In these Regulations, a reference to a form by a particular number is a reference to the form of that number in the Schedule. 6. Prescribed and permitted forms 2 The following standard forms of contracts are permitted for the purposes of section 53A of the Estate Agents Act 1980 3— (a) in the case of a contract note, Form 1; (b) in the case of a contract of sale of real estate, Form 2; (c) in the case of a contract of sale of business, Form 3. __________________ -- 3 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 3 SCHEDULE Form 1 Estate Agents Act 1980 CONTRACT NOTE IMPORTANT NOTICE TO PURCHASERS Cooling-off period Section 31 Sale of Land Act 1962 If none of the exceptions listed below applies to you, you may end this contract within 3 clear business days of the day that you sign the contract. To end this contract within this time, you must either give the vendor or the vendor's agent written notice that you are ending the contract or leave the notice at the address of the vendor or the vendor's agent. If you end the contract in this way, you are entitled to a refund of all the money you paid EXCEPT for $100 or 0·2% of the purchase price (whichever is more). EXCEPTIONS—the 3-day cooling-off period does not apply if— • The price of the property (including chattels) exceeds $250 000 • You bought the property at or within 3 clear business days before or after a publicly advertised auction • You received independent advice from a solicitor before signing the contract • The property is used mainly for industrial or commercial purposes • The property is more than 20 hectares in size and is used mainly for farming • You previously signed a contract for the same property • You are an estate agent or a corporate body. THE ESTATE AGENT Form 1 -- 4 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 4 Phone FAX Attention for THE VENDOR has obtained from THE PURCHASER this offer to purchase THE PROPERTY and THE CHATTELS for THE PRICE of $ payable by a DEPOSIT of $ by (of which $ has been paid) and THE BALANCE of $ *(a) on or earlier by agreement *OR (b)______________ Complete (a) or (b) SUBJECT TO 1. ✝___________________________________________ (✝) Insert any 2. The vendor providing the purchaser with tenancies, etc. *vacant possession affecting the property *OR receipt of the rents and profits of the property upon acceptance of title and payment of the price *OR_______________________________________ *3. Finance—the lender approving the loan on the security of the property by the approval date or any later approval date allowed by the vendor. The purchaser may end the contract if the loan is not approved by the approval date only if the purchaser— (a) has made immediate application for the loan (b) has done everything reasonably required to obtain approval of the loan (c) serves written notice ending the contract on the vendor on or before 2 business days after the approval date, and (d) is not in default under any other condition of this contract when the notice is given. All money must be immediately refunded to the purchaser if the contract is ended. Form 1 -- 5 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 5 PURCHASER'S FINANCE Lender______________________ Loan being not less than $______ Approval Date________________ 4. The general conditions of sale, other than GC 3, contained in the Contract of Sale of Real Estate, prescribed under section 99 of the Estate Agents Act 1980. 5. Any special conditions on the back of, or attached to, this contract note. *delete as appropriate whenever asterisk (*) appears THE VENDOR'S STATEMENT required by Section 32(1) of the Sale of Land Act 1962 is attached to and included in, this contract note. Easements and covenants affecting the property are disclosed in the Vendor's Statement. The purchaser will execute any further contract required by the vendor to set out all the conditions of this sale. This offer is made by the purchaser on / / and will lapse at midnight on / / . Signature(s) of the purchaser ________________________ BY SIGNING THIS DOCUMENT YOU WILL BE LEGALLY BOUND BY IT This offer is accepted by the vendor on / / . Signature(s) of the vendor __________________________ The parties acknowledge being given a copy of this contract note by the agent at the time of signature. VENDOR'S SOLICITOR Phone FAX Attention PURCHASER'S SOLICITORS Phone FAX Attention SPECIAL CONDITIONS Form 2 Form 1 Form 2 -- 6 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 6 Estate Agents Act 1980 CONTRACT OF SALE OF REAL ESTATE IMPORTANT NOTICE TO PURCHASERS Cooling-off period Section 31 Sale of Land Act 1962 If none of the exceptions listed below applies to you, you may end this contract within 3 clear business days of the day that you sign the contract. To end this contract within this time, you must either give the vendor or the vendor's agent written notice that you are ending the contract or leave the notice at the address of the vendor or the vendor's agent. If you end the contract in this way, you are entitled to a refund of all the money you paid EXCEPT for $100 or 0·2% of the purchase price (whichever is more). EXCEPTIONS—The 3-day cooling-off period does not apply if— • The price of the property (including chattels) exceeds $250 000 • You bought the property at or within 3 clear business days before or after a publicly advertised auction • You received independent advice from a solicitor before signing the contract • The property is used mainly for industrial or commercial purposes • The property is more than 20 hectares in size and is used mainly for farming • You previously signed a contract for the same property • You are an estate agent or a corporate body. The conditions of this contract are contained in the attached— Particulars of Sale, and Schedule, and General Conditions, and Special Conditions (if any). The vendor sells and the purchaser buys both the property and the chattels for the price and upon the conditions set out in this contract. -- 7 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 7 The Vendor's Statement required by section 32(1) of the Sale of Land Act 1962 is attached to, and included in, this contract. Where the signature of any party to this contract is secured by an agent, the parties acknowledge being given a copy of this contract by the agent at the time of signing. ____________________________________Vendor __________________________________Purchaser GENERAL CONDITIONS (GC) Encumbrances 1.1 The purchaser buys the property and the chattels subject to the encumbrances shown in Item 1 of the Schedule. 1.2 If the purchaser is taking over an existing mortgage— (a) the purchaser assumes liability for the mortgage (b) the price is satisfied to the extent of any mortgage money owing at the settlement date, and (c) the vendor must treat any payment made by the purchaser under the mortgage as a payment made to the vendor under this contract. Loss or Damage Before Settlement 2.1 The vendor carries the risk of loss or damage to the property and the chattels until settlement. 2.2 The vendor must deliver the property and the chattels to the purchaser at settlement date in their present condition (fair wear and tear excepted). 2.3 If any chattel is not in its present condition (fair wear and tear excepted) at settlement, the purchaser is only entitled to compensation from the vendor. Finance 3 This contract is subject to the lender approving the loan on the security of the property by the approval date or any later approval date allowed by the vendor. The purchaser may end the contract if the loan is not approved by the approval date only if the purchaser— (a) has made immediate application for the loan (b) has done everything reasonably required to obtain approval of the loan Form 2 -- 8 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 8 (c) serves written notice ending the contract on the vendor on or before 2 business days after the approval date, and (d) is not in default under any other condition of this contract when the notice is given. All money must be immediately refunded to the purchaser if the contract is ended. Terms Contracts 4 If this is a "terms contract" as defined in section 2(1) of the Sale of Land Act 1962, then— (a) the vendor must arrange the discharge of any mortgage affecting the land by the settlement date (b) all money payable under the contract must be paid to a duly qualified legal practitioner or a licensed estate agent to be applied towards discharging the mortgage (c) the purchaser must pay interest to the vendor from the settlement date upon the balance outstanding at the rate, on the days, and with the adjustments set out in Item 2 of the Schedule (d) the vendor must apply instalments under this contract first to pay interest and then to reduce the balance owing. Nominee 5 If the contract says that the property is sold to a named purchaser "and/or nominee" (or similar words), the named purchaser may, at least 14 days before settlement date, nominate a substitute or additional purchaser, but the named purchaser remains personally liable for the due performance of all the purchaser's obligations under this contract. Payment 6.1 The purchaser must pay all money (except the deposit) to the vendor, the vendor's solicitor or at the direction of the vendor. 6.2 The purchaser must pay the deposit— (a) to the vendor's estate agent or, if there is no estate agent, to the vendor's solicitor, or Form 2 -- 9 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 9 (b) if the vendor directs, into a special purpose banking account specified by the vendor in the joint names of the purchaser and the vendor. 6.3 If the land sold is a lot on an unregistered plan of subdivision then the deposit— (a) must not exceed 10% of the price, and (b) must be paid— (i) to the vendor's solicitor or estate agent to be held by the solicitor or estate agent on trust for the purchaser, or (ii) if the vendor directs, into a special purpose banking account in Victoria specified by the vendor in the joint names of the purchaser and the vendor— until the registration of the plan. Breach 7 A party who breaches this contract must pay to the other party on demand— (a) compensation for any reasonably foreseeable loss to the other party resulting from the breach, and (b) any interest due under this contract as a result of the breach. Time 8 If the time for performing any action expires on a Saturday, Sunday or bank holiday, then time is extended until the next business day. General Conditions in Legislation 9.1 The general conditions in Table A of the Seventh Schedule of the Transfer of Land Act 1958 apply if the land is under the operation of that Act. 9.2 The general conditions in the Third Schedule of the Property Law Act 1958 apply if the land is not under the operation of the Transfer of Land Act 1958. 9.3 General Condition 9 in Table A or in the Third Schedule applies as if its second last sentence ended with the additional words, "as a resident Australian beneficial owner of the land". Form 2 -- 10 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 10 Conflict Between Conditions 10 In case of a conflict between the conditions the order of priority is— (a) any special conditions in this contract (b) general conditions in this contract (c) general conditions in legislation. Conditions 11 These conditions prevail over the conditions in any earlier contract and any requisitions and answers properly made and given under that contract are deemed to be requisitions and answers properly made and given under this contract. Service 12 Any document served by post is deemed to be served on the next business day after posting unless proved otherwise. Transfer and Settlement 13.1 The purchaser must provide the instrument of transfer required by General Condition 12 of Table A, or the assurance required by the Third Schedule (as the case may be), to the vendor or the vendor's solicitor at least 10 days prior to the settlement date. 13.2 The vendor must pay the bank fees on all bank cheques exceeding 3 that are required by the vendor for settlement. PARTICULARS OF SALE VENDOR'S ESTATE AGENT Ref DX Phone Fax VENDOR'S SOLICITOR Ref DX Phone Fax PURCHASER'S SOLICITOR Ref DX Phone Fax VENDOR of PURCHASER Form 2 -- 11 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 11 of LAND *described in the attached copy title/s *and plan/s *and being PROPERTYthe land together with any improvements known as ADDRESS CHATTELS PRICE $_______________ DEPOSIT $______________by BALANCE $ ______________ PAYMENT OF BALANCE*on or earlier by agreement *OR__________________________________ SETTLEMENT DATE is the date upon which— *vacant possession, or *receipt of the rents and profits— of the property and chattels must be provided, namely, upon acceptance of title and payment of the price *OR ___________________ PURCHASER'S Lender___________________________ FINANCELoan being not less than $________________ (GC3)Approval Date_____________________________ DAY OF SALE is the earlier of the date of this contract or the acceptance date of any prior contract note, namely / / *delete as appropriate wherever the asterisk (*) appears SCHEDULE ITEM 1 (GC 1) Encumbrances— *Any easements and covenants disclosed in the Vendor's Statement. Form 2 Form 2 -- 12 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 12 *Leases— *Mortgage Nos. (Include Schedule 1 particulars as specified in section 6(2) of the Sale of Land Act 1962). ITEM 2 (GC 4) Interest ____ % p.a. with _______rests and payable *delete as appropriate wherever the asterisk (*) appears SPECIAL CONDITIONS (SC) _______________ -- 13 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 13 Form 3 Estate Agents Act 1980 CONTRACT OF SALE OF BUSINESS The vendor sells and the purchaser buys— the business including the assets in Schedule A (the business) for the price *and the marketable stock of the business (the stock) for the value of the stock upon the conditions in this contract. This contract includes— the Particulars of Sale the General Conditions *the Special Conditions *Schedule A *Schedule B *Schedule C *Statement by a Vendor of a Small Business. The vendor acknowledges that, before signing this contract, the vendor received a copy of it. The purchaser acknowledges that, before signing this contract, the purchaser received a copy of it, and where appropriate— • a statement from an auctioneer or estate agent about finance under section 51 of the Estate Agents Act 1980 and, • a statement by a vendor of a small business under section 52 of the Estate Agents Act 1980 Signature of vendor Date Signature of purchaser Date *delete as appropriate wherever the asterisk (*) appears WARNING THIS IS A BINDING CONTRACT YOU SHOULD OBTAIN THE ADVICE OF A SOLICITOR BEFORE YOU SIGN PARTICULARS OF SALE Form 3 -- 14 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 14 VENDOR'S ESTATE AGENT Ref DX Phone Fax VENDOR'S SOLICITOR Ref DX Phone Fax PURCHASER'S SOLICITOR Ref DX Phone Fax VENDOR PURCHASER BUSINESS NAME * Registration No ____________________ * Not registered TYPE OF BUSINESS ADDRESS OF BUSINESS PREMISES PRICE $_____________ DEPOSIT $_____________ due on _________ RESIDUE $_____________ due on _________ SETTLEMENT DATE Is the day that the purchaser pays the price and the vendor gives possession of the business. STOCK (GC 8) Maximum stock value $ ___________ PREMISES The business premises are occupied by the vendor as— *tenant *owner *licensee *____________ ASSISTANCE PERIOD * days before (GC 7) *and days after settlement date. RESTRAINT OF TRADE years (GC 10) kilometres FINANCE Lender ______________ (GC 4) Loan not less than $ ______________ Form 3 -- 15 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 15 (the loan) Approval date ______________ DATE OF SALE ........../........../.......... *delete as appropriate wherever the asterisk (*) appears GENERAL CONDITIONS (GC) These conditions can be changed by negotiation 3 Day Cooling-Off Period 1.1 The purchaser may end this contract within 3 clear business days of the purchaser signing the contract UNLESS the purchaser— (a) received independent advice from a solicitor before signing the contract, or (b) previously signed a similar contract for the same business. 1.2 To end this contract the purchaser must within the 3 clear business days either— (a) give the vendor or the vendor's agent written notice, or (b) leave written notice at the vendor's or agent's address. that the contract is ended. 1.3 If the purchaser ends this contract under this condition, any payment the purchaser made must be refunded. Ownership and Completion 2.1 The vendor must have the right to sell the business on the day of sale. 2.2 (a) The vendor must transfer the business and the stock to the purchaser at the settlement date free from all encumbrances. (b) The parties must perform the obligations in this contract by the settlement date unless otherwise indicated. (c) Ownership of the business passes when the whole of the price is paid. Form 3 -- 16 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 16 2.3 The vendor must deliver the assets to the purchaser on the settlement date in the same state of repair (fair wear and tear excepted) as at the day of sale and in proper working order unless otherwise agreed. 2.4 The vendor must sign all documents prepared by the purchaser and do whatever else is necessary for the vendor to do to enable the transfer on the settlement date of any— business name equipment hire contracts in Schedule B quotas and franchises services connected to the premises licences, permits, approvals and registrations necessary for the business. 2.5 The purchaser must indemnify the vendor against breach of any contract in Schedule B which occurs after the settlement date. 2.6 The vendor must by the settlement date— (a) ensure that the business premises can be lawfully used for the business, and (b) comply with any order or notice affecting the business or the business premises issued or made before the settlement date. 2.7 The vendor must give the purchaser quiet possession of the business. Payments 3.1 The purchaser must pay— (a) the deposit to the vendor's agent on the date specified in the particulars; and (b) the residue on the settlement date. All money payable under this contract, other than the deposit, may be paid to the vendor, the vendor's solicitor, or at the vendor's direction. 3.2 Deposit money received by any person must be held as a stakeholder as if Division 3 of Part 1 (but not section 27) of the Sale of Land Act 1962 applied and as if a reference in that Division to land was a reference to the business. 3.3 Payment must be by a bank cheque or by cash, except payment for stock, which may be by personal cheque. Form 3 -- 17 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 17 Finance 4 This contract is subject to the lender approving the loan for the purchase of the business by the approval date or any later approval date allowed by the vendor. The purchaser may end the contract if the loan is not approved by the approval date only if the purchaser— (a) has made immediate application for the loan, (b) has done everything reasonably required to obtain approval of the loan, (c) serves written notice ending the contract on the vendor on or before 2 business days after the approval date, and (d) is not in default under any other condition of this contract when the notice is given. All money must be immediately refunded to the purchaser if the contract is ended. Lease 5.1 The vendor must make the lease available for inspection by the purchaser within 7 days of the day of sale. 5.2 The vendor must obtain for the purchaser by the settlement date a lease of the business premises either— (a) by transfer of the current lease with the landlord's written consent, or (b) by a new lease— in accordance with Schedule C. 5.3 (a) Both parties must take all reasonable steps to obtain the transfer or the new lease. (b) The purchaser must prepare the transfer unless the lease provides otherwise. (c) The vendor must perform all the vendor's obligations under the lease up to the settlement date. 5.4 If the freehold of the business premises is subject to a mortgage or charge, the vendor must provide evidence of consent of the mortgagee or chargee to the transfer or the new lease. 5.5 The purchaser may end this contract and any money must be repaid to the purchaser if— Form 3 -- 18 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 18 (a) the landlord does not consent to the transfer, or (b) the landlord does not grant a new lease, or (c) a mortgagee or chargee does not consent to the transfer or the new lease. 5.6 (a) The purchaser must pay— (i) stamp duty payable on the transfer or new lease, and (ii) legal costs payable for the preparation of the transfer or the new lease. (b) The vendor must pay all other expenses including expenses related to obtaining the consent of— (i) the landlord (ii) any mortgagee or chargee— to the transfer or the new lease. Vendor's Debts 6.1 The debts of the business incurred by the vendor before the settlement date remain the responsibility of the vendor. 6.2 The assets of the business do not include debts owed to the vendor on the settlement date. Running the Business 7.1 The vendor must maintain the goodwill of the business and carry on the business in a proper and businesslike manner until the settlement date. 7.2 The vendor must do whatever is reasonably necessary to introduce the purchaser to customers and suppliers connected with the business and give the purchaser reasonable assistance and advice about running the business during the assistance period. 7.3 The business is at the risk of the vendor until the settlement date. Valuing Stock 8.1 The purchaser must pay the vendor the value of the stock up to the maximum stock value. If there is no maximum stock value specified then the purchaser must buy all of the stock. 8.2 The value is— Form 3 -- 19 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 19 (a) the value agreed by the parties; or (b) failing agreement by the settlement date, the value determined by an independent stocktaker nominated by the parties mutually or, failing their nomination, nominated by the President of The Real Estate Institute of Victoria Ltd upon application by either party. 8.3 If the value exceeds the maximum stock value the parties must agree on which stock is to be withdrawn from the sale, but if the parties cannot agree, the identification must be made by the nominated stocktaker. 8.4 The stocktaker's decisions are binding on the parties and each party must pay an equal share of the stocktaker's costs. Inspection 9.1 The purchaser may inspect the business and the business premises within 3 business days before the settlement date. 9.2 The vendor must allow inspection of the business premises by officers of the council and officers authorised by any government department at the request of the purchaser. Restraint of Trade 10.1 The vendor must not be "involved in any way" in a business of the same or similar type within the time and in the radial distance from the business premises specified in the particulars without the prior written consent of the purchaser. "involved in any way" includes being involved in the business alone or as a partner, manager, agent, clerk or assistant of any person or corporation, or as a director or a majority shareholder or a shareholder who has a capacity to exercise substantial control of any corporation. 10.2 The vendor, if a corporation, must ensure that each officer, majority shareholder or shareholder who has a capacity to exercise substantial control of the corporation enters into a written agreement with the purchaser in the same terms as the restraint of trade in GC 10.1 and produce such written agreement by no later than the settlement date. 10.3 This condition is for the benefit of the purchaser, the legal personal representatives and transferees of the purchaser. Default Form 3 -- 20 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 20 11.1 Time is of the essence of this contract. 11.2 If the purchaser defaults in the payment of money, the vendor may sue for the unpaid money immediately, without mediating, without giving notice and without affecting any other right. 11.3 If either party defaults, the other party may demand— (a) reasonable expenses incurred as a result of the default, and (b) interest on any money overdue during the period of default at a rate 2% higher than the rate for the time being fixed under section 2 of the Penalty Interest Rate Act 1983 as at the date of the default— and the price is altered accordingly. 11.4 If either party defaults, the other party may serve a notice which— (a) specifies the default, the expenses attributable to the default and the rate of any interest payable, and (b) allows not less than 7 days for the remedy of the default and payment, and (c) states the rights under GC 11.5 and 11.6 which the party serving the notice intends to exercise if the default is not remedied. 11.5 If the purchaser has defaulted the vendor may in the notice state that, unless the default is remedied, all money owing under this contract which is not yet due for payment is now due. If the notice is not complied with then that money becomes due. 11.6 The party giving the notice may state in it that unless the notice is complied with this contract is ended, If the notice is not complied with this contract is ended and no further notice is necessary. 11.7 If the vendor ends this contract, the vendor may keep the deposit and either— (a) resell the business by public auction or private contract, and sue the purchaser for all expenses and any deficiency in price on resale; or Form 3 -- 21 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 21 (b) retain the business and sue the purchaser for damages for breach of contract. 11.8 If the purchaser ends this contract, the vendor must repay any money paid by the purchaser, and pay the expenses attributable to the default. Mediation of Dispute 12.1 Except for a claim under GC 11.2, if a dispute arises out of or relates to this contract (including any dispute as to breach or termination of the contract) a party to the contract may not commence any court proceedings relating to the dispute unless it has complied with this clause except where the party seeks urgent interlocutory relief— (a) A party to this contract claiming that a dispute ("the dispute") has arisen under or in relation to this contract must give written notice to the other party to this contract specifying the nature of the dispute. (b) On receipt of that notice by the other party, the parties to this contract must endeavour in good faith to resolve the dispute expeditiously using mediation. (c) The parties must jointly appoint a mediator and agree on the mediator's remuneration. If the parties fail to agree on the appointment and remuneration within 5 days of service of the notice or any other time that the parties agree to in writing, either party may apply to the President of the body known as the Law Institute of Victoria or the President's nominee to appoint a mediator and determine the mediator's remuneration. (d) The parties must observe the instructions of the mediator about the conduct of the mediation. (e) If the dispute is not resolved within 10 days after the mediator is appointed, or any other time that the parties agree to in writing, the mediation ceases. 12.2 Each party must pay an equal share of the costs of the mediation to the mediator and each party agrees to indemnify the mediator against liability in respect of the mediation of the dispute. 12.3 If the dispute is resolved, each party must sign the terms of the agreement and the terms are binding on the parties and override the terms of this contract if there is any conflict. 12.4 The mediation procedure is confidential and— Form 3 -- 22 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 22 (a) written statements prepared for the mediator or for a party, and (b) any discussion between the parties and between the parties and the mediator before or during the mediation procedure, cannot be used in any legal proceedings. Apportionment of Outgoings 13.1 The parties must adjust the price by apportioning the outgoings and expenses payable by the vendor in relation to the business at the settlement date including the following— Apportioned Outgoings rent rates land tax licence fees other recurrent outgoings for which the tenant is responsible under the terms of the lease. Apportioned Expenses wages holiday pay and annual leave loading superannuation payments, charges and levies long service entitlements accrued but not taken sick leave being taken at the settlement date. 13.2 The parties must not apportion the following expenses of the business which remain the responsibility of the vendor— advertising contracts business promotion prizes business, professional or trade subscriptions telephone or trade directory subscriptions or similar entries. Service of Notice 14.1 A party may serve a notice, other than a cooling-off notice, or request by— (a) personal service on the other party or the solicitor for the other party (b) prepaid post to the other party or the solicitor for the other party Form 3 -- 23 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 23 (c) facsimile transmission to the other party or the solicitor for the other party. 14.2 Service is effected 2 days after posting if the notice or request is posted. Inquiries 15 (a) The purchaser may within 14 days of the date of sale make written inquiries of the vendor concerning any matter appearing in this contract. (b) The vendor must give full and true answers to the inquiries within 14 days of receipt or 2 business days before settlement whichever is the earlier. Non Merger 16 A provision of this contract which can, and is intended to, operate after settlement remains effective. Severance 17 If any provision of this contract does not comply with any law, then the provision must be read down so as to give it as much effect as possible. If it is not possible to give the provision any effect at all, then it must be treated as severable from the rest of this contract. Interpretation 18 These general conditions must be read subject to any special conditions set out below. SPECIAL CONDITIONS E.g. Trial period, Terms Contract etc. SCHEDULE A (GC 2) ASSETS INCLUDED IN THE PRICE List assets included in the sale Form 3 Form 3 -- 24 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 24 Plant, equipment, fittings and other assets $_______ Goodwill $_______ Total $_______ SCHEDULE B (GC 2.5) EQUIPMENT HIRE CONTRACTS Owner Lessee Commencement Date Expiry date Term Option Payment $________________ per ________________ Default Default notice SCHEDULE C (GC 5) TERMS OF CURRENT OR NEW LEASE Landlord Tenant Commencement date Term Option Rent $________________ per ________________ Outgoings Method of rent review Period of rent review Form 3 -- 25 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 25 Details of previous rent increases Where the lease can be inspected Details of previous transfers ═══════════════ -- 26 of 27 -- S.R. No. 102/1997 Estate Agents (Contracts) Regulations 1997 26 NOTES 1 S.R. No. 64/1993 See also Act No. 86/1994 s. 49(2). 2 Section 53A of the Estate Agents Act 1980 provides that other forms may also be used, namely— (a) any standard form of contract of sale approved by the Legal Practice Board or a recognised professional association accredited under section 299 of the Legal Practice Act 1996; or (b) any contract prepared by a legal practitioner. 3 Forms may be to the like effect of those prescribed by this statutory rule: see section 53 of the Interpretation of Legislation Act 1984. Notes -- 27 of 27 --