Decree No. 02/2022/ND-CP dated January 6, 2022 on elaboration of certain articles of the Law on Real Estate Trading
Decree No. 02/2022/ND-CP dated January 6, 2022 on elaboration of certain articles of the Law on Real Estate Trading
| Sign: | 02/2022/ND-CP | Document type: | Decree of Government |
| Promulgation place: | The Government | Signer: | Le Van Thanh |
| Promulgation day: | 06/01/2022 | Effect day: | Known |
| Announcement day: | Updating | Announcement number: | Updating |
| Status: | Known |
| Sign: | 02/2022/ND-CP |
| Document type: | Decree of Government |
| Promulgation place: | The Government |
| Signer: | Le Van Thanh |
| Promulgation day: | 06/01/2022 |
| Effect day: | Known |
| Announcement day: | Updating |
| Announcement number: | Updating |
| Status: | Known |
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|
THE GOVERNMENT |
THE SOCIALIST
REPUBLIC OF VIETNAM |
|
No. 02/2022/ND-CP |
Hanoi, January 6, 2022 |
ON ELABORATION OF CERTAIN ARTICLES OF THE LAW ON REAL ESTATE TRADING
Pursuant to the Law on Government Organization dated June 19, 2015; the Law on amendments to the Law on Government Organization and the Law on Organization of Local Government dated November 22, 2019;
Pursuant to the Land Law dated November 29, 2013;
Pursuant to the Law on real estate trading dated November 25, 2014;
Pursuant to the Law on Housing dated November 25, 2014;
Pursuant to the Law on Investment dated June 17, 2020;
At the proposal of the Minister of Construction;
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This Decree elaborates certain articles and clauses of the Law on Real Estate Trading, including contents about organizations and individuals conducting real estate trading; types of sample contracts of real estate trading; transfer of lease purchase contracts of existing house/construction work; transfer of purchase/lease purchase contracts of off-the-plan houses and procedures for transfer of the whole or a part of real estate project.
1. Organizations and individuals conducting real estate trading in Vietnam.
2. Agencies, organizations, households and individuals in relation to real estate trading in Vietnam.
Article 3. Interpretation of terms
For the purposes of this Decree, the following terms shall be construed as follows:
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2. Real estate project means a construction project that is formulated, appraised, and approved as per the construction law. Real estate projects include: projects on building houses and construction works; projects on building infrastructure to transfer or lease land use rights, in accordance with the provisions of law.
3. Contract for real estate trading is a written agreement between an enterprise or cooperative that is fully eligible for real estate trading as prescribed in Article 4 of this Decree and an organization, household, individual on the establishment, change, termination of rights and obligations in the activities of buying, selling, leasing, leasing with option to purchase houses and construction works, transfer, lease, sub-lease of land use rights, transfer of land use rights, transfer of the whole or part of a real estate project and with the forms prescribed in this Decree.
4. Transfer of the entire real estate project means that the investor transfers the entire real estate project and the lawful rights, obligations and interests of the investor and related parties (if any) in relation to that project to the transferee through a contract made in writing according to this Decree and approved by a competent authority.
5. Transfer of a part of a real estate project means that the investor transfers a part of a real estate project permitted to be put on market and the lawful rights, obligations and interests of the investor and related parties (if any) in relation to that transferred part of project to the transferee through a contract made in writing according to this Decree and approved by a competent authority.
6. Transfer of a contract for purchase/lease purchase of a house or construction work means the Tenant/Buyer transfers all rights, responsibilities, and obligations under the contract of purchase/lease purchase of the house or construction work to another organization or individual through a contract transfer document made in accordance with this Decree.
Section 1. ELIBILITY REQUIREMENTS FOR REAL ESTATE TRADING
Article 4. Eligibility criteria for organizations and individuals to conduct real estate trading
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a) They must establish an enterprise in accordance with the law on enterprises or a cooperative in accordance with the law on cooperatives, with a line of business in relation to real estate trading (hereinafter referred to as enterprise);
b) They must publicize on the enterprise's website, at the head office of the project management board (for projects on real estate trading and investment), at the real estate exchange (for the case of business through the real estate exchange) information about the enterprise (including name, address of head office, contact phone number, name of the legal representative), information about real estate to be put on market as prescribed in Clause 2, Article 6 of the Law on real estate trading, information on mortgage of houses, construction works, real estate projects to be put on market (if any), information on the number, type of real estate products being traded, quantity and types of real estate products sold, transferred, lease-purchased and the quantity and types of remaining products that are still being traded.
If any information that has been publicly at this point changes later, it must be promptly updated upon the change;
c) Trading of eligible real estate as prescribed in Article 9, Article 55 of the Law on real estate trading.
2. In case an investor is selected as the investor of a real estate project according to law, such investor must have an equity of not less than 20% of the total investment capital for the project with a land use scale of less than 20 hectares, not less than 15% of the total investment capital, for the project with a land use scale of 20 hectares or more. In performing real estate trading, the project investor must meet the eligibility criteria specified in Clause 1 of this Article.
The equity specified in this Clause is determined based on the results of the most recent audited financial statements or the results of independent audit reports of the operating enterprise (made in the year or preceding year); in case of a newly established enterprise, the equity shall be determined according to the actual contributed charter capital as prescribed by law.
Organizations, households and individuals that sell, transfer, lease, lease-purchase real estate specified in Clause 2, Article 10 of the Law on real estate trading and are not required to meet the eligibility criteria specified in Article 4 of this Decree include:
1. Agencies and organizations that sell houses and construction works, transfer land use rights due to bankruptcy, dissolution, or division in accordance with law.
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3. Credit institutions, foreign bank branches, Asset Management Company (AMCs), Vietnam Asset Management Company (VAMCs) that sell houses, construction works, transfer land use rights, transfer real estate projects which are put up as guarantee or collateral for debt recovery in accordance with law.
4. Organizations, households and individuals that sell houses, construction works, transfer land use rights under decisions of courts or competent authorities when settling disputes, complaints, and whistleblowing reports.
5. Organizations, households and individuals that sell, lease, lease-purchase houses and construction works under lawful ownership, transfer, lease or sublease land use rights under their lawful land use rights.
6. Organizations, households, and individuals that sell, lease, lease-purchase or transfer real estate that is invested and constructed by themselves and this real estate is not for being put on market in accordance with the law.
Section 2. CONTRACT FOR REAL ESTATE TRADINGS AND TRANSFER THEREOF
Article 6. Contract for real estate trading
The sale, transfer, lease, lease purchase, sublease of real estate and transfer of real estate projects must be made into a contract according to the following forms:
1. Contract for sale, purchase, and lease-purchase of an apartment is specified in Form No. 01 of the Appendix issued together with this Decree.
2. Contract of sale, purchase, lease-purchase of tourist apartment, officetel is specified in Form No. 02 of the Appendix issued together with this Decree.
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4. Contract for purchase, sale, lease purchase of house and other construction work other than those specified in Clauses 1, 2 and 3 of this Article specified in Form No. 04 of the Appendix issued together with this Decree.
5. Contract for lease of house or construction work specified in Form No. 05 of the Appendix issued with this Decree.
6. Contract for transfer of land use rights specified in Form No. 06 of the Appendix issued with this Decree.
7. Contract for lease or sublease of land use rights specified in Form No. 07 of the Appendix issued with this Decree.
8. Contract for transfer of the whole (or part) of the real estate project specified in Form No. 08 in the Appendix issued with this Decree.
1. The transfer of contracts for purchase/lease purchase of off-the-plan houses and for transfer of contracts for lease purchase of existing houses and construction works do not apply to contracts for purchase/lease purchase of social housing.
2. The transfer of a contract for purchase or lease purchase of a house or construction work must satisfy the following conditions:
a) There is a contract for purchase or lease purchase made according to Article 6 of this Decree; in case the parties have signed a contract before the effective date of this Decree, the signed contract must be provided;
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c) The contract for purchase or lease purchase of house or construction work must be free of disputes or litigation;
d) The house or construction work under the contract for purchase and lease purchase is not subject to distraint or mortgage to secure the performance of obligations as prescribed by law, unless otherwise agreed by the mortgage lender.
3. The contract for purchase or lease purchase of house or construction work shall be wholly transferred. In case of purchase or lease purchase of multiple houses/construction works in the same contract but the parties wish to transfer each house/construction work, the transferor shall agree with the investor to amend the contract for purchase or lease purchase of multiple house/construction work or sign a contract addendum before transferring the contract as per this Decree.
1. Procedures for transferring a contract for purchase of off-the-plan house must comply with the housing law.
2. Procedures for transfer of a contract for lease purchase of off-the-plan houses and for transfer of a contract for lease purchase of existing house or construction work:
a) The transferor and the transferee agree to make a contract transfer document using Form No. 09 of the Appendix to this Decree.
The contract transfer document must be made in 06 copies (02 copies are kept by the project investor, 01 copy is submitted to the tax authority, 01 copy is submitted to the certificate-receiving agency, 01 copy is kept by the transferor, 01 copy is kept by the transferee; in case the contract transfer document must be notarized, an additional 01 copy must be kept at a notarial practice organization.
If the transferor is an enterprise engaged in the real estate trading, it is not required to notarize the transfer, unless the parties so request;
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c) After notarization (except for exemption from notarization), the transferor and transferee are responsible for paying taxes, fees and charges related to the contract transfer in accordance with law;
d) After implementing the provision of Point c of this Clause, either the transferor or the transferee shall request the investor in writing to certify the contract transfer, including: 06 originals of the contract transfer document enclosed with the original of the contract; in case of transferring one or several houses and construction works out of the total number of houses and construction works that have been leased purchase under the contract, the original contract or contract addendum showing the transferred house or construction work signed with the investor must be submitted; documents proving that the tax(es) has/have been paid or exempted according to tax law;
dd) Within 05 working days from the date of receipt of the documents specified at Point d of this Clause, the investor of the real estate project is responsible for reviewing and certifying the contract transfer document and not collecting any fees. After certifying the contract transfer documents, the investor keeps 02 originals of the contract transfer document and returns to the applicant 04 contract transfer documents together with the documents received in accordance with Point d of this Clause;
e) From the date on which the contract transfer document is certified by the investor, the contract transferee may continue to perform the rights and obligations of the tenant/buyer to the investor according to the signed contract and the contract transfer document;
g) In cases where the contract is transferred from the second time onward, the transferor must comply with the procedures specified in this Article.
h) The last transferee of contract is granted a Certificate by a competent authority in accordance with the law on land.
3. For a real estate enterprise that receives a contract transfer, within a maximum of 5 days from the date of completion of the transfer specified at Point dd, Clause 2 of this Article, it must send a written notice of transfer receipt (including the name and address of the real estate project, the name of the enterprise transferring the contract, the number of contracts, the number of houses and construction works under the transfer contract) to the central housing management authority for consolidation and monitoring.
Section 3. TRANSFER OF THE WHOLE (OR A PART) OF REAL ESTATE PROJECT
Article 9. Rules for transfer of the whole (or a part) of real estate project
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2. For real estate projects specified below, the transfer shall be carried out in accordance with the law on investment:
a) Real estate projects approved by investors according to the Law on Investment 2020;
b) Real estate projects that are granted investment registration certificates in accordance with the Law on Investment 2020.
3. Real estate projects not specified in Clause 2 of this Article shall be transferred in accordance with the Law on real estate trading and this Decree.
Article 10. Application for transfer of the whole (or a part) of real estate project
1. An investor's application for transfer of the whole or part of a real estate project includes:
a) Application form for transfer of the whole (or part) of the real estate project specified in Form No. 10 in the Appendix issued with this Decree;
b) Draft contract for transfer of the whole (or part) of the real estate project specified in Form No. 6 in the Appendix issued with this Decree;
c) Documents (copies with originals for comparison, or notarized/authenticated copies) in relation to the real estate project to be transferred, including: decision or approval for investment policy, or investment permit or approval for investment issued by a competent authority; decision for approval of project; 1/500 detailed plan or master plan drawing; documents proving completion of project site clearance; documents proving that the construction of corresponding technical infrastructure works has been completed according to the schedule stated in the project (for the case of transfer of the entire project on infrastructure construction); certificate for the project;
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2. A transferee's application for transfer of the whole or part of a real estate project includes:
a) Application form for receipt of the whole (or part) of the real estate project specified in Form No. 11 in the Appendix issued with this Decree;
b) Certificate of enterprise registration or certificate of investment registration or documents proving the establishment of the organization (a copy with the original for comparison or a notarized/authenticated copy);
c) Documents proving financial capacity and sources of funds to be raised (if any) in accordance with the law to ensure the continued implementation of the project according to the schedule approved by the competent authority; for real estate enterprise that receive the transfer, they must have documents proving their financial capacity specified in Clause 2, Article 4 of this Decree.
1. The project investor shall submit 01 set of application in person or by post as prescribed in Article 10 of this Decree to the People's Committee of the province where the project is located or the housing authority of the province (if authorized by the People's Committee of the province).
2. The agency assigned for appraisal shall seek the appraisal opinions and appraise the transfer documents as prescribed in Article 13 of this Decree; request the People's Committee of province to consider the approval for the transfer; the form of decision for transfer approval No. 13 in the Appendix hereto. The time for seeking appraisal opinions, conducting appraisal, and granting a decision for transfer approval is 30 days after receiving a duly completed application. If the application is not complete with documents as prescribed, the investor must supplement the documents as prescribed; the time for supplementing documents is not included in the processing time.
In case the whole or a part of a real estate project is ineligible for transfer, the receiving authority must notify the project investor in writing of the reason.
3. Within a maximum of 30 days from the date of issuance of the decision to permit the transfer of the whole or a part of the real estate project, the transferor and the transferee must complete the signing of a transfer contract using the Form No. 08 of the Appendix issued together with this Decree and complete the handover of the whole or the part of the project to be transferred. The contract for transfer of the whole or a part of the real estate project, is concurrently the contract for the transfer of the land use right of the whole or a part of the real estate project, except for the case of land lease with the payment of annual land rents.
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5. At least 15 days before handover procedures, the transferor of the whole or a part of the real estate project must notify all customers and related parties (if any) in writing of such handover and post it on a local newspaper or on a local television station or a central television station about the transfer of the project or the part of the project. In case the customer or related parties have opinions about their interests related to the whole or a part of the real estate project to be transferred, the transferor is responsible for resolving it in accordance with the law before carrying out the procedures for handover of the whole or a part of the real estate project.
6. After signing the transfer contract, in the case of transfer of the whole or a part of the real estate project associated with land use rights, the parties must carry out procedures for land-use change registration according to law; in case of transfer of the whole or a part of the real estate project associated with the land with annual rent payment, one of the parties shall request a competent authority to appropriate the land to lease the land in accordance with the land law.
7. The People's Committee of province shall publicly announce the decision to permit the transfer of the whole or a part of real estate project on the web portal of the People's Committee of province or housing authority of province where the project is located and send this decision to the Ministry of Construction for consolidation and monitoring; the transferor and transferee must publicly announce this decision on their website.
1. The investor of the real estate project shall submit 01 set of application in person or by post as prescribed in Article 10 of this Decree to the People's Committee of the province where the project is located.
2. Within 45 days from the date of receipt of complete and valid application, the People's Committee of province shall seek appraisal opinions from relevant ministries and agencies as prescribed in Article 13 of this Decree and request the Prime Minister to consider and grant an approval for the transfer; in case the whole or the part of the real estate project is ineligible for transfer, the People's Committee of the province must provide the project investor with explanation in writing.
3. After receiving an approval for transfer from the Prime Minister, the parties shall comply with Clauses 3, 4, 5 and 6, Article 11 of this Decree.
4. The People's Committee of province where the transferred whole or part of the project is located shall comply with Clause 7 Article 11 of this Decree.
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a) In case of transfer of the whole or part of a project specified in Article 11 of this Decree, the agency assigned for appraisal must seek appraisal opinions from the agencies involved in the transferred project or part of project from the local government; the time limit for sending application and getting appraisal opinions from relevant agencies is 15 days from the date of receipt of complete and valid application;
b) In case of transfer of all or part of a project subject to the Prime Minister's approval, the People's Committee of the province must obtain appraisal opinions from the Ministry of Construction and ministries and agencies relevant to the transferred project or part of the project; the time limit for sending application and getting appraisal opinions from relevant agencies is 15 days from the date of receipt of complete and valid application;
c) In case the transferee is a foreign-invested enterprise and the transferred project or part of the project is located in a commune, wards, township of border, coastal area, or island, the agency assigned for appraisal shall further seek appraisal opinions from the Ministry of National Defense and the Ministry of Public Security in relation to national defense and security.
2. Checklist for appraisal of application for transfer of the whole or a part of real estate project includes:
a) Compliance with business principles, real estate transfer, real estate project and prohibited acts as prescribed in Articles 4, Article 8, Article 48 of the Law on real estate trading and regulations of this Decree;
b) The documents in the application for transfer specified in Article 10 of this Decree;
c) Eligibility criteria for the transferred real estate project or part of the project as prescribed in Clause 1, Article 49 of the Law on real estate trading; in case the transferor or transferee of the project is a state-owned enterprise, additional conditions must be determined in accordance with the law on management and use of state capital invested in production and business at the enterprise;
d) Eligibility criteria for the transferor and transferee as prescribed in Clauses 2 and 3, Article 49 of the Law on real estate trading and Article 4 of this Decree;
dd) Rights and obligations of the transferor and transferee as prescribed in Article 52 of the Law on real estate trading and the lawful rights and interests of related parties (if any).
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Article 14. Transitional provisions
1. In case where a contract for real estate trading has been signed before the effective date of this Decree, the contract is not required to be re-signed in accordance with this Decree, unless the parties agree to re-sign the contract in accordance with this Decree.
2. In case the parties are carrying out the procedures for signing a contract for sale, purchase, and lease-purchase of a house or construction work, but by the effective date of this Decree, the parties have not yet signed the contract, they must sign the contract in accordance with this Decree.
3. In case the parties are carrying out procedures for transfer of a lease-purchase contract of off-the-plan house, lease-purchase contract of existing house or construction work but by the effective date of this Decree, the parties have not completed the transfer procedures, they may continue to carry out the remaining procedures in accordance with this Decree.
4. In case the transfer of the whole or part of a real estate project is in progress, but by the effective date of this Decree, there has been a decision on approval for the transfer of the competent authority and the parties have not signed the transfer contract, the contract must be signed in accordance with this Decree.
5. In case the application for transfer of the whole or part of a real estate project has been submitted before the effective date of this Decree, but the competent authority has not issued a decision to permit the transfer, the parties are not required to re-conduct the previous procedure, but the missing documents must be supplemented in accordance with this Decree (if any) in order to be considered and decided by the competent authority in accordance with this Decree.
6. Enterprises and cooperatives that are engaged in real estate trading are responsible for fully meeting the eligibility criteria specified in Article 4 of this Decree within 06 months from the effective date of this Decree. Upon expiry of the time limit specified in this Decree, if the above enterprises and cooperatives fail to meet sufficient eligibility criteria as prescribed, they are not allowed to conduct real estate trading in accordance with this Decree and relevant laws.
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1. Responsibilities of the Ministry of Construction:
a) Guide, monitor and urge the implementation of the Law on real estate trading and this Decree;
b) Give appraisal opinions about the transfer of the whole or part of real estate projects in accordance with this Decree and relevant laws;
c) Take charge and cooperate with relevant agencies in working on and promulgating according to their competence or submitting to competent authorities for promulgation of legal documents on real estate trading;
d) Take charge or coordinate with relevant agencies in inspecting, examining, and handling violations in the field of real estate trading in accordance with law;
dd) Perform other tasks specified in the Law on real estate trading, this Decree or as assigned by the Government or the Prime Minister.
2. Relevant ministries and agencies are responsible for guiding, urging, and implementing the Law on real estate trading and this Decree within the scope, functions, and assigned tasks.
3. Responsibilities of the People's Committees of provinces and centrally affiliated cities:
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b) Decide the transfer of the whole or part of the real estate project in accordance with this Decree; appraise and submitting application for transfer of the whole or part of real estate projects under the competence of the Prime Minister;
c) Organize or direct the inspection, examination, and handling of violations in the field of real estate trading according to their competence and according to law;
d) Send biannual or ad-hoc reports on the real estate trading and real estate market in the provinces/cities to the Ministry of Construction for the Ministry of Construction to summarize and report to the Government and Prime Minister;
dd) Perform other tasks specified in the Law on real estate trading, this Decree or as assigned by the Government or the Prime Minister.
1. This Decree comes into force as of March 1, 2022.
2. This Decree supersedes the Government's Decree No. 76/2015/ND-CP dated September 10, 2015 on guidelines for the Law on real estate trading.
3. From the effective date of this Decree, regulations on eligibility criteria for organizations and individuals trading in real estate, the making and signing of contract for real estate trading, and the transfer of contracts for purchase, lease-purchase of off-the-plan houses, lease-purchase of existing houses, construction works, the transfer of the whole or part of real estate projects specified in the Government's Decrees, Decisions of the Prime Minister, legal documents promulgated by ministries, agencies and the People's Committees of provinces before the effective date of this Decree governed by this Decree shall comply with this Decree.
4. The Ministers, the Heads of ministerial-level agencies of the People's Committees of the provinces and centrally affiliated cities, and the heads of the relevant agencies shall implement this Decision./.
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ON BEHALF OF
THE GOVERNMENT
PP. PRIME MINISTER
DEPUTY PRIME MINISTER
Le Van Thanh
(Issued together with Decision No. 02/2022/ND-CP dated January 6, 2022 of the Government)
No.
DESCRIPTION
Form No. 01
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Form No. 02
Contract for purchase/lease purchase of tourist apartments, officetels
Form No. 03
Contract for purchase/lease purchase of detached houses
Form No. 04
Contract for purchase/lease purchase of houses/construction works
Form No. 05
Contract for lease of houses/construction works
Form No. 06
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Form No. 07
Contract for lease (sublease) of land use rights
Form No. 08
Contract for transfer of the whole (or a part) of real estate project
Form No. 09
Written transfer of contract for lease purchase of off-the-plan houses/contract for lease purchase of existing houses/construction works
Form No. 10
Application for transfer of the whole (or a part) of real estate project
Form No. 11
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Form No. 12
Report on progress of execution of real estate project
Form No. 13
Decision on approval for transfer of the whole (or a part) of real estate project
THE
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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……….[Location]……., [date]………………..
CONTRACT FOR PURCHASE/LEASE PURCHASE OF APARTMENT
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Pursuant to the Civil Code dated November 24, 2015;
Pursuant to the Law on real estate trading dated November 25, 2014;
Pursuant to the Law on Housing dated November 25, 2014;
Pursuant to the Government's Decree No. ……/…/ND-CP dated…… on guidelines for the Law on real estate trading;
Pursuant to the Government's Decree No. ……../…/ND-CP dated……on elaboration of and guidelines for the Law on Housing;
Pursuant to other legal bases1……
Pursuant to legal documents of the project, apartment: ………………………...
The Parties below include:
I. LANDLORD/SELLER OF APARTMENT (hereinafter referred to as Landlord/Seller):
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- Certificate of enterprise registration/certification of business registration No. ...............
- Legal representative: ………………………………..… Position: …………………
(Or the authorized representative under the letter of authorization No….. …………….(if any). Citizen identity card (passport) No. ............ Date of issue: .…/...../….., place of issue:…….)
- Address: ............................................................................................................................
- Phone number: ........................................................................Fax: .................................
- Account number: ......... ...................................................... At (bank): ............................
- TIN: ........................................................................................................................
II. TENANT/BUYER OF APARTMENT (hereinafter referred to as Tenant/Buyer):
- Name of organization or individual3: ....................................................................................
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- Registered residence: ..........................................................................................................
- Address: ..................................................................................................................
- Phone number: .................................... Fax (if any) ..................................................
- Account number (if any): .................................... At (bank): ...............................................
- TIN (if any): .........................................................................................................
We hereby reach a consensus on concluding a contract for purchase/lease-purchase of apartment with the following terms and conditions:
Article 1. Interpretation of terms
For the purposes of this contract, the following terms shall be construed as follows:
1. “Apartment” means an apartment with residential use and other functional areas (if any) in the apartment building to be sold/leased with option to purchase together with the apartment in this contract. including: “Apartment” built in a closed-type structure according to the approved design of the apartment building developed by the................................ ………… Company with the information and characteristics of the apartment as described in Article 2 of this contract and “Other area” in apartment building (if any) and technical equipment for private use attached to the apartment and other areas that the Tenant/Buyer will buy/lease-purchase from the Landlord/Seller according to the agreement between the parties in this contract; “other areas” means the areas in the apartment building that are not included in the floor area of the apartment building but are sold/leased with option to purchase together with the apartment in this contract.
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3. “Contract” means the contract for purchase/lease-purchase of this apartment and all addenda and attached documents as well as any written amendments and supplements to this contract made by the parties and signed during the performance of this contract.
4. “Sale price/lease purchase price” is the total sale price/lease purchase price of the apartment as determined in Article 3 of this contract.
5. "House warranty" means that the Landlord/Seller of the apartment building performs the responsibility to provide warranty for the apartment in accordance with Article 20 of the Law on real estate trading in order to remedy, repair, replace the items specifically listed in Article 9 of this contract when damaged, defective or during abnormal operation and use that is not caused by fault of the apartment user during the warranty period in accordance with the housing law, the construction law and as agreed in this contract.
6. “Apartment floor area” means the floor area of an apartment, including the area of the balcony and the loggia of that apartment, calculated from the center of walls covering the apartment building or separating apartments, including the floor areas of columns, technical boxes inside the apartment.
7. “Apartment usable area” means the floor area calculated according to the carpet area of the apartment: comprising of the areas of walls separating its rooms and the areas of its balcony and loggia; excluding the areas of walls covering the apartment building or separating apartments and floor areas of columns, technical boxes inside the apartment. When calculating the area of a balcony or a loggia, the entire floor area is calculated. In case the balcony or loggia has a common wall area, its area shall be measured from the inner edge of the common wall which is clearly shown in the approved floor plan drawing (Note: the carpet area is measured to the inside edge of the finishing walls/glass stiles/banisters close to the floor (excluding furnishing articles such as skirting boards/ledges/moulding, etc); the usable area of the apartment is recorded in the Certificate issued to the Tenant/Buyer of the apartment.
8. “Privately owned area of the Tenant/Buyer” means the area inside the apartment, inside other areas in the apartment building (if any) and technical equipment fixed to the apartment or other areas for private use; these areas are recognized as the private property of the Tenant/Buyer in accordance with the Housing Law.
9. “Private area of Landlord/Seller” means the areas inside and outside the apartment building and the technical equipment system fixed to those areas but the Landlord/Tenant does not sell, does not lease-purchase but keeps for use or business and the Landlord/Seller does not allocate the investment value of this privately owned area to the sale price/lease purchase price; these areas are recognized as the private property of the Landlord/Seller in accordance with the Law on Housing.
10. “Common area of apartment building” means the remaining area of the apartment building, apart from the private area of the owners of the apartments in the apartment building and the common equipment used for the apartment building in accordance with the Law on Housing; including the areas, equipment systems, technical infrastructure systems, public works specified in Clause 2, Article 100 of the Law on Housing and other areas specifically agreed upon by the parties at Article 11 of this contract.
11. “Expenditure for maintenance of common area of the apartment building” is an amount of 2% of the value of the apartment, other areas that are sold or leased with option to purchase; this amount is included in the sale price/lease purchase price and is calculated before tax to pay for the maintenance of the common area of the apartment building.
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13. “Maintenance of the apartment building” means the periodic maintenance and repair of the apartment building when there is damage in order to maintain the quality of the apartment building; apartment building maintenance activities include inspection, monitoring, quality assessment, minor repair, periodic repair and major repair of the construction of the apartment building; inspection and maintenance of the fire safety system; replacement of common components or equipment of buildings, apartment complexes.
14. “Apartment building regulations” means the internal regulations on management and use of the apartment building attached to this contract and all amendments approved by the apartment building meeting during the management and use of the apartment building.
15. “Operation management unit” means an organization or enterprise that has the function and capacity to perform the management and operation of the apartment building after the apartment building is completed and put into use.
16. “Certificate” means a certificate of land use rights, ownership of houses and other property on land issued by a competent authority to the Tenant/Buyer in accordance with land law.
Other terms as agreed by the parties: ........................................................................
Article 2. Features of the apartment to be sold/leased with option to purchase
The Landlord/Seller agrees to sell/lease with option to purchase and the Tenant/Buyer agrees to buy/lease with option to purchase the apartment with the following features:
1. Feature of the apartment to be sold/leased with option to purchase:
a) Apartment number: ............ at floor (floor with the mentioned apartment): .............................., in the apartment building ............. street (if any), in............ ....................... ward/commune,................................ district/town,................................ province/city.
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The two parties agree that the usable area recorded at this point is only temporary and can be increased or decreased according to the actual measurement at the time of handing over the apartment. The Tenant/Buyer is responsible for paying the purchase/lease-purchase amount of the apartment to the Landlord/Seller according to the actual area upon handing over the apartment; in case the actual usable area is .............% ( percent) higher or lower than the area stated in the contract, the two parties do not have to adjust the sale price/lease-purchase price of the apartment. If the actual usable area is ........% (.........percent) higher or lower than the area stated in this contract, the sale price/lease purchase price of the apartment will be adjusted according to the actual measured area when handing over the apartment.
In the apartment handover minutes or in the contract addendum, the two parties agree to specify the actual usable area when handing over the apartment, the difference between the usable area compared to the area stated in the signed sale/lease purchase contract (if any). The apartment handover minutes and the addendum of the sale/lease-purchase contract are an integral part of this contract. The apartment area stated in the Certificate issued to the Tenant/Buyer is determined according to the actual usable area upon handing over the apartment;
c) Gross floor area: ................m2. This area is determined according to Clause 6, Article 1 of this contract;
d) Purpose of using the apartment: for residential purpose.
(In the contract for purchase/lease-purchase of apartment, if the parties also agree to purchase/lease-purchase other area of the apartment building according to the approved design for business, the parties shall make an addendum to the contract which clearly describes the area, location, use, .... and matters related to the purchase/lease purchase of this area)
dd) Year of completion (state year of completion of construction of the apartment building): ........... ...........
e) Other area to be sold/leased with option to purchase together with the apartment (such as parking slots, floor area of commercial or service premises, .......): ........... (if the parties also agree to purchase/lease-purchase other area of the apartment building together with the purchase/lease-purchase of apartment in this contract, the parties shall agree and clearly describe the area, location, use, sale price/lease purchase price, conditions for use, handover, registration of ownership…………….. in an addendum to the contract).
g) Other agreements (if any): ........................................................................
2. Features of the land plot for construction of the apartment building with the apartment mentioned in Clause 1 of this Article:
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b) Map No. .........issued by……………..;
c) Common land area: ………...m2 (common use land area includes land in the precincts, state the land area of the entire precincts of the apartment building (except for the case that the investor pays land rent to the State to serve the investor's business), if the apartment building has no precincts, state the land area for construction of the apartment building).
d) Other agreements (if any): ........................................................................
3. Legal documents of the apartment: The Landlord/Seller shall provide the Tenant/Buyer with the following information and copies of the following documents:
- Land documents: Decision on land allocation, land lease or Certificate of land use right of the real estate project, ..................... ..........
- Construction documents: ...............................................................................
- Project documents: ........................................................................
- Other documents: ................................................................................
4. Existing conditions of infrastructural constructions and services related to the apartment: ................................
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5. Clearly state the following in case of a contract for sale/lease purchase of off-the-plan apartment: number, date of the housing guarantee contract, and the date of the document issued by the housing authority of the province where the off-the-plan apartment building is located on whether the off-the-plan apartments are eligible to be put into business; and certified copies of: the housing guarantee contract, the document issued by the housing authority of the province where the off-the-plan apartment building is located on whether the off-the-plan apartments are eligible to be put into business.
6. Restrictions on ownership rights and right to enjoyment of the houses/construction works (if any): ......
7. Other (if any) ...................................................................................
Article 3. Sale price/lease purchase price of apartment, maintenance fee, method and period of payment
1. Sale price/lease purchase price:
a) Sale price/lease purchase price of apartment equals unit price of 01m2 of usable area of apartment (x) plus total usable area of the apartment sold/leased with option to purchase; in specific: ............ m2 of usable area (x) …………VND/1m2 of usable area = VND………… (In words: ........................................................).
The sale price/lease purchase price of apartment mentioned in this point includes value of land use rights, land levies, VAT and fee for maintenance of common areas of the apartment building, in which:
- The sale price/lease purchase price (inclusive of value of land use rights, land levies) is: .........VND……….………(In words: ........................)
- VAT: .........VND………….; this tax is not imposed on the statutory land levies payable to the State. (In words…………………..)
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(In words ....................................................................................................................... )
b) The sale price/lease purchase price of apartment mentioned in point a hereof includes the following:
- Registration fee, other fees and charges in accordance with regulations and laws on procedures for issuance of the Certificate to the Tenant/Buyer. The registration fee, other fees and charges shall be paid by the Tenant/Buyer;
- The expenditures on connection and installation of equipment and use of services for the apartment including: gas, post and telecommunications, television and other services that the Tenant/Buyer solely uses for the apartment. These expenditures shall be paid by the Tenant/Buyer directly to the providers of services;
- Monthly fee for operation of the apartment building. From the date of handing over the apartment to the Tenant/Buyer as agreed in Article 8 of this contract, the Tenant/Buyer is responsible for paying the fee for operation of the apartment building as agreed in the contract;
- Other costs agreed upon by the parties (if any)……………………..
c) The two parties agree that, from the date of handover the building and throughout the period of ownership and use of the purchased apartment, the Tenant/Buyer must fulfill the financial obligations according to regulations now in force, pay monthly fees for operation of apartment building, and other service fees due to: the use of utilities such as gases, electricity, water, phone, cable TV, etc. to the service providers.
d) Other agreements (if any): ........................................................................
2. Method of payment for purchase/lease-purchase amount: payment in VND, in cash or via bank as per the law.
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a) Time limit for payment of the purchase/lease-purchase amount of apartment (exclusive of the maintenance fee for common area of 2%): .................................... (The parties shall specify the time schedule for payment of the purchase/lease purchase amount, including the payment period in case of difference in the actual land area upon handover, provided that the payment before the land handover shall be made in accordance with the Law on real estate trading, Law on housing and relevant laws).
The purchase/lease purchase of the off-the-plan apartment by installments must comply with Article 57 of the Law on Real Estate Business 2014 (The payment in the purchase/lease purchase of the off-the-plan apartment shall be made by installments, the first installment must not exceed 30% of the contract value, the subsequent installments must be consistent with the construction progress but not exceeding 70% of the contract value before handing over the building to the customer; in case the Landlord/Seller is a foreign-invested enterprise, the total installment shall not exceed 50% of the contract value. If the Tenant/Buyer has been not granted the Certificate, the Landlord/Seller shall not collect payment not exceeding 95% of the contract value from the Tenant/Buyer; the remaining value shall be paid when the Tenant/Buyer is granted the Certificate by competent agencies).
In case of lease purchase of an apartment, the parties shall agree to determine the amount the Tenant/Buyer must pay for the first time; the remaining amount is divided by the total number of months for which the Tenant/Buyer must pay the agreed rent until the end of the period for which the monthly rent must be paid.
b) Time limit for payment of maintenance fee for common area of 2%: ....................................
The Landlord/Seller and the Tenant/Buyer are responsible for paying the maintenance fee of 2% to an account opened at a commercial bank in accordance with the housing law and specified in this contract.
The handover of the maintenance fee of common area of the apartment building shall be agreed upon by the parties in accordance with Article 36 of the Decree No. 99/2015/ND-CP as amended in Clause 6, Article 1 of the Government's Decree No. 30/2021/ND-CP of March 26, 2021, as amended by Decree No. 99/2015/ND-CP.
c) Other agreements (if any): .......................................................................
Article 4. Quality of the apartment building
1. The Landlord/Seller commits to ensure the quality of the apartment building mentioned in Article 2 of this contract in accordance with the approved design and use the exact (or equivalent) of construction materials of the building that both parties have committed in this contract.
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a) Stage 1: .................................................................................................................
b) Stage 2: .................................................................................................................
c) Stage 3: .................................................................................................................
d) ................................................................................................................................
3. The Landlord/Seller must construct technical and social infrastructure works to serve the residential purpose at the apartment building of the Tenant/Buyer in accordance with the planning, design, content and progress of the project that has been approved and the quality is ensured in accordance with the construction standards and regulations prescribed by the State.
4. The Landlord/Seller must complete the construction of infrastructure works to serve the essential use needs of the Tenant/Buyer at the apartment building according to the project's contents and the approved schedule before the date on which the Landlord/Seller hands over the apartment to the Tenant/Buyer, including: road system; public lighting and electricity system; domestic water supply and wastewater system; fuel supply system; communication system (if there is an agreement that the Landlord/Seller must build these systems), etc. system of social infrastructure works such as: ............................ (The parties shall specifically agree the works that the Landlord/Seller is responsible for building to serve the normal use needs of the Tenant/Buyer according to the approved project schedule).
5. Other agreements (if any): ........................................................................
Article 5. Rights and obligations of Landlord/Seller
1. Rights of Landlord/Seller:
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b) Request the Tenant/Buyer to receive the handover of the apartment by the deadline specified in this contract;
c) Have the right to refuse to hand over the apartment or hand over the original Certificate to the Tenant/Buyer until the Tenant/Buyer fulfills payment obligations as agreed in the contract;
d) Have the right to stop or request the supplier to stop supplying electricity, water and other utility services if the Tenant/Buyer (or the transferee of the apartment purchase/lease-purchase contract from the Tenant/Buyer) violates the Regulation on management and use of the apartment building promulgated by the Ministry of Construction and the internal regulations on the management and use of the apartment building attached to this contract;
dd) Have the right to change the equipment and construction materials of the apartment building of comparable quality according to the law on construction; in case of change of interior equipment or finishing materials, there must be a written agreement with the Tenant/Buyer;
e) Exercise the rights and fulfill responsibilities of the Management Board of the apartment building while the Management Board of the apartment building has not been established; promulgate the internal regulations of the apartment building; establish the Management Board of the apartment building; select and sign a contract with an apartment operation enterprise to manage and operate the apartment building from the time the apartment building is put into use until the Management Board of the apartment building is established;
g) Unilaterally terminate the contract for purchase/lease-purchase of apartment as agreed in Article 15 of this contract;
h) Request the Tenant/Buyer to pay a penalty for breach of contract or pay compensation for damage upon breach of agreements subject to penalty or compensation in this contract or under a decision of a competent regulatory agency;
i) Other rights agreed upon by both parties: ........................................................................
2. Obligations of Landlord/Seller:
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b) Build the apartment and infrastructure in accordance with the approved planning, project documents and progress, ensuring that when handing over the apartment, the Tenant/Buyer can use and live here normally;
c) Ensure the quality of construction, technical and fine art architecture of the house/construction work in accordance with current regulations, design standards and technical standards;
d) Keep the apartment in good condition while it has not been delivered to the Tenant/Buyer; provide warranty for the apartment and the apartment building as prescribed in Article 9 of this contract;
dd) Hand over the apartment and legal documents related to the apartment to the Tenant/Buyer within the time limit agreed in this contract;
e) Guide and support the Tenant/Buyer to sign service use contract with providers of electricity, water, telecommunications, cable TV....;
g) Pay land use levy and other fees and charges related to the purchase/lease-purchase of the apartment in accordance with law;
h) Carry out procedures for the competent authority to issue the Certificate to the Tenant/Buyer. In this case, the Landlord/Seller shall notify the Tenant/Buyer in writing of the submission of relevant documents for the Landlord/Seller to apply for the Certificate on behalf of the Tenant/Buyer;
Within ………….. days from the date of receipt of the notice of the Landlord/Seller, if the Tenant/Buyer fails to submit all documents according to the notice without justifiable reasons, the Tenant/Buyer shall be considered as they are voluntary to apply for the Certificate on their own. If the Tenant/Buyer voluntarily applies for a Certificate, the Landlord/Seller is responsible for supporting and providing full legal documents on the apartment for the Tenant/Buyer;
i) Hold the first apartment building conference to establish the Management Board of the apartment building where the mentioned apartment is located; perform the tasks of the Management Board of the apartment building when the Management Board has not yet been established;
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l) Pay a penalty for breach of contract or pay compensation for damage upon breach of agreements subject to penalty or compensation in this contract or under a decision of a competent regulatory agency;
m) Pay the statutory maintenance fee of 2% for the private area owned by the Landlord/Seller to an account opened at a commercial bank in accordance with the law on housing for the Management Board of the apartment building to receive and manage after the Management Board of the apartment building is established in accordance with the agreement at Point b, Clause 3, Article 3 of this contract and law;
n) Other obligations as agreed by parties (these agreements may not go against the law and morality) .......................................................................
Article 6. Rights and obligations of Tenant/Buyer
1. Rights of Tenant/Buyer:
a) Receive the handover of the apartment specified in Article 2 of this contract and equipment and materials with the quality specified in the list of building materials agreed by the parties attached to this contract and documents of the apartment as agreed in this contract;
b) Use ..................... (number of) parking slots in the parking lot of the apartment building at position number ....... .......... (the parties make specific agreements in this matter);
c) Request the Landlord/Seller to apply for the Certificate in accordance with the law (unless the Tenant/Buyer voluntarily carries out this procedure as agreed at Point i, Clause 2 of Article 5 of this contract);
d) Have full right to own, use and conduct transactions related to the purchased/lease-purchased apartment according to the law, and at the same time can use infrastructure services provided by service providers or through the Landlord/Seller after receiving the handover of the apartment in accordance with the regulations on the use of infrastructure services of the service providers;
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e) Request the Landlord/Seller to complete the construction of technical and social infrastructure works according to the approved project contents and schedule;
g) Have the right to refuse to accept the handover of apartment if the Landlord/Seller does not complete the construction and put the infrastructure into use to serve the essential and normal use needs of the Tenant/Buyer as agreed in Clause 4, Article 4 of this contract or in case the actual area of the apartment is...% (...percent) smaller/larger than the area specified in this contract. The refusal to accept the handover of the apartment in this case is not considered a breach of the conditions for handing over the apartment of the Tenant/Buyer to the Landlord/Seller;
h) Request the Landlord/Seller to hold the first apartment building conference to establish the Management Board of the apartment building where the apartment is located when the conditions are met to establish the Management Board in accordance with law;
i) Request the Seller to assist in the procedure of taking out a mortgage on the purchased apartment from a credit institution in case the Buyer wishes to do so;
k) Request the Landlord/Seller to pay for the maintenance fee of the apartment building as agreed at Point b, Clause 3, Article 3 of this contract;
l) Other rights as agreed by parties (these agreements may not go against the law and morality): ....................................
2. Obligations of the Tenant/Buyer:
a) Pay in full and on time the purchase/lease-purchase amount of the apartment and the maintenance fee for common area of 2% as agreed in Article 3 of this contract, regardless of whether or not there is a notice of payment for the purchase/lease-purchase of the apartment from the Landlord/Seller;
b) Receive the handover of the apartment as agreed in this contract;
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d) From the date of handover of the apartment, even if the Tenant/Buyer has not yet used the apartment, the apartment will be managed and maintained according to the regulations on management and use of the apartment building and the Tenant/Buyer must comply with the internal regulations on management and use of the apartment building;
dd) Pay taxes, fees and charges incurred by the Tenant/Buyer as agreed in Article 7 of this contract;
e) Pay service charges such as: electricity, water, cable TV, satellite TV, communications, etc. and other taxes and fees incurred by the Tenant/Buyer according to regulations;
g) Pay the fee for operation of the apartment building and other fees as agreed upon in Clause 5, Article 11 of this contract, even if the Tenant/Buyer does not use the apartment purchased/leased with option to purchase;
h) Comply with the regulations of the Regulation on management and use of the apartment building in accordance with the law and the internal regulations on the management and use of the apartment building attached to this contract;
i) Facilitate the enterprise that operates the apartment building;
k) Use the apartment properly with the residential purpose as prescribed in the Law on housing and agreed upon in this contract;
l) Pay a penalty for breach of contract or pay compensation to the Landlord/Seller for damage upon breach of agreements subject to penalty or compensation in this contract or under a decision of a competent regulatory agency;
m) Perform other obligations under decisions of competent authorities upon breaches of regulations on management and use of the apartment building;
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Article 7. Taxes and related fees and charges
1. The Tenant/Buyer must pay the registration fee and all taxes, fees and charges related to the issuance of the Certificate in accordance with the law when the Landlord/Seller applies for issuance of the Certificate to the Tenant/Buyer and in the process of owning and using the apartment from the time of receiving handover of the apartment.
2. The Tenant/Buyer is responsible for paying taxes and other statutory fees, charges and expenses (if any) when selling the apartment purchased/leased with option to purchase to others.
3. The Landlord/Seller is responsible for paying the financial obligations incurred to the State in accordance with the law.
4. Other agreements as agreed by parties (these agreements may not go against the law and morality): ........................................................................
Article 8. Handover of apartment
1. Conditions for handover of apartment: ............... The parties compare with the agreement on rights and obligations of the two parties in this contract to agree on specific conditions for the apartment to be handed over to the Tenant/Buyer (such as the condition that the Landlord/Seller must complete the construction of the building according to the design, the Tenant/Buyer must pay full the purchase/lease purchase amount of the apartment as agreed in the contract, the Tenant/Buyer must pay the maintenance fee for the common area of 2%etc.).
2. The Landlord/Seller shall hand over the building to the Tenant/Buyer on: (specify the time of handing over the apartment).
The handover of the building may be earlier or later than the time specified in this Clause, but must not be later than ...... days from the due date for handing over the apartment to the Tenant/Buyer; the Landlord/Seller must send a written notice to the Tenant/Buyer of the reason for the delay in handing over the apartment (in case it is not possible to hand over the apartment on time, the parties must agree on the contents related to the change of the handover deadline).
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3. The apartment handed over to the Tenant/Buyer must conform to the approved design with exact equipment and materials mentioned in the list of construction materials and equipment as agreed by the parties in point e clause 1 Article 5 of this contract.
4. On the date of handing over the apartment according to the notice, the Tenant/Buyer or a legally authorized person must come to check the actual condition of the apartment compared with the agreement in the contract, together with the representative of the Landlord/Seller, re-measure the actual area of the apartment and sign the minutes of handing over the apartment.
In case the Tenant/Buyer or the person legally authorized by the Tenant/Buyer does not come to receive the apartment according to the notice of the Landlord/Seller within …. days or come to inspect but refuse to accept the handover of the apartment without justifiable reasons (except for the cases agreed upon at point g, clause 1, Article 6 of this contract), from the due date of handing over the apartment according to the notice of the Landlord/Seller, the Tenant/Buyer is considered that they has agreed and officially received the handover of the apartment according to the actual situation and the Landlord/Seller has fulfilled the responsibility of handing over the apartment under the contract, the Tenant/Buyer is not entitled to give any unreasonable reasons for not accepting the handover of the apartment; the refusal to accept the handover of such apartment will be considered as a breach of the contract by the Tenant/Buyer and will be handled according to Article 12 of this contract.
5. From the time the two parties sign the minutes of handing over the apartment, the Tenant/Buyer has the full right to use the apartment and take all responsibilities related to the apartment purchased/leased with option to purchase, whether the Tenant/Buyer uses this apartment or not.
6. Other agreements as agreed by parties (these agreements may not go against the law and morality): ........................................................................
Article 9. Housing warranty
1. The Landlord/Seller is responsible for providing warranty on the apartment purchased/leased with option to purchase in accordance with the provisions of Article 20 of the Law on real estate trading, Article 85 of the Law on Housing and other regulations amended and supplemented by the State from time to time.
2. When the apartment is handed over to the Tenant/Buyer, the Landlord/Seller must notify and provide the Tenant/Buyer with 1 copy of the taking-over certificate of the apartment building according to the construction law so that the parties can determine the warranty period for the apartment.
3. The housing warranty (including apartment in the apartment building with mixed-purpose use) should contain the following: repair and remedy defects related to the main structure of the housing (beams, columns, ceilings, floors, roofs, walls, cementing and plastering parts, etc.), fixtures such as types of doors and windows, fuel supply system, domestic power supply line, lighting power supply system, domestic water supply system, wastewater drainage system, remedy defects in relation to tilt, subsidence of the housing. With regard to other fixtures, the Landlord/Seller shall remedy the defects as recommended by the manufacturers or distributors.
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4. The Tenant/Buyer must promptly notify the Landlord/Seller in writing of any defects of the building that are covered. Within ……days from the date of receipt of notice of Tenant/Buyer, Landlord/Seller is liable for remedying the defects as agreed upon and in accordance with the law; the Tenant/Buyer shall enable the Landlord/Seller to perform the warranty on the apartment. If the Landlord/Seller delays the performance of warranty and causes damage to the Tenant/Buyer, they shall make restitution to the Tenant/Buyer for the actual damage caused.
5. The apartment is warranted from the time of completion of construction and taking-over with the time limit prescribed by the law on construction. The housing warranty period is counted from the date on which the Landlord/Seller signs the minutes of taking-over in accordance with the law on construction. In specific: .................................... (state warranty period as prescribed legislation corresponding to construction works).
6. The Landlord/Seller does not provide warranty for the apartment in the following cases:
a) Normal wear and tear and depreciation;
b) In case of damage caused by the fault of the Tenant/Buyer or any other user or third party;
c) Damage caused by force majeure events;
d) In case the warranty period has expired as agreed in Clause 5 of this Article;
dd) The defects that are not covered as agreed in Clause 3 of this Article, including the fixtures that are installed or repaired by the Tenant/Buyer by himself without the consent of the Landlord/Seller;
e) Other cases agreed upon by the parties (if any): ....................................
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8. Other agreements as agreed by parties (these agreements may not go against the law and morality): ............................................................................................................
Article 10. Transfer of rights and obligations
1. In case the Buyer wishes to take out a mortgage on the purchased apartment from a credit institution operating in Vietnam before the Buyer is granted the Certificate, the Buyer must notify in writing in advance to the Seller and the Buyer shall carry out the necessary procedures in accordance with the regulations of the credit institution.
2. In case the Tenant/Buyer has not yet received the handover of the apartment from the Landlord/Seller and the Tenant/Buyer wishes to transfer this contract to a third party, the parties must follow the transfer procedures in accordance with the law on real estate business. The Landlord/Seller may not collect any charges relating to the contract transfer if it has given consent to the contract transfer.
3. The two parties agree that the Tenant/Buyer may only transfer the lease purchase contract to a third party when fully meeting the conditions prescribed by the law on real estate business (the parties may specifically agree the terms and conditions of the transfer of the lease purchase contract: ....................................).
4. In both cases mentioned in Clauses 1 and 2 of this Article, the Sub-buyer of the apartment or the Transferee of the lease purchase contract shall enjoy the rights and must perform the obligations of the Tenant/Buyer as agreed in this contract and in the internal regulations of the apartment building enclosed hereto.
5. Other agreements as agreed by parties (these agreements may not go against the law and morality): ........................................................................
Article 11. Private ownership, common ownership and use of apartments in an apartment building
1. The Tenant/Buyer is entitled to own the area of the apartment purchased/leased with option to purchase privately under the agreement of this contract and the fixtures for private use of this apartment, including . ……………………; have the right to own and use the area and equipment under common ownership in the apartment building specified in Clause 3 of this Article.
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3. Areas and equipment under common ownership and common use by owners in the building include: .................................... (the parties must agree and specify the areas and equipment under common ownership and common use by the owners in the building).
Areas and equipment under common ownership must be stated in an addendum attached to this contract.
4. Areas privately owned by other owners (if any) in the apartment building (such as offices, supermarkets and other services ............): . ....................................... the parties specifically agree on this section.
5. The two parties agree the fees for building operation as follows:
a) From the time the Landlord/Seller hands over the apartment to the Tenant/Buyer as prescribed in Article 8 of this contract to the time the elected management board is established and a contract to manage and operate the building is signed with the operation management unit: ........... VND/m2/month. This fee is adjustable but must be reasonably calculated to suit the reality from time to time. The Tenant/Buyer is responsible for paying this fee to the Landlord/Seller in/on……. (the parties agree to pay the fee monthly on …….[date] or within the first ……..months, the payment date is …………).
(The parties agree to attach to this contract a list of management and operation services and items that the Landlord/Seller provides for the Tenant/Buyer before establishing the elected management board, including minimum services and added services such as: security, environmental sanitation, operation and management, sports, health care...).
b) After the elected management board of the apartment building is established, the list of jobs, services, fees and payment of operation fee will be decided by the apartment building meeting and by the elected management board.
c) Where the People's Committee of the province or centrally affiliated city where the building is located imposes regulations on the fee for management and operation of the building, the fee shall be paid according to the State's regulations, unless otherwise agreed by the parties.
6. Other agreements (if any): ........................................................................
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1. The two parties agree on the form and method of handling breaches when the Tenant/Buyer is late in paying the purchase/ lease purchase amount of the apartment: ....................................
(The parties can agree on the following terms:
- If it is more than ................. days from the due date for payment of the purchase/lease purchase of the apartment as agreed in clause 3 Article 3 of this contract but the Tenant/Buyer fails to make payment, the overdue interest will be charged on the total amount of late payment which is: ..........% (…percent) on the interest rate per day or per month and the interest rate for a term of… months or non-term interest rate) quoted by the Bank …. at the time of payment and is charged from the due date for payment to the date of actual payment;
- During the performance of this contract, if the total time that the Tenant/Buyer is late for all payments as agreed in Clause 3, Article 3 of this contract, exceeds ...... ........ days, the Landlord/Seller has the right to terminate the contract unilaterally as agreed in Article 15 of this contract.
In this case, the Landlord/Seller may sell the apartment to another customer without recourse to the consent of the Tenant/Buyer but must notify the Tenant/Buyer in writing at least 30 days in advance. The Landlord/Seller will refund the amount paid by the Tenant/Buyer…………. (with or without interest, as agreed by the parties) after deduction of compensation for the Tenant/Buyer's breach of this contract, which is .........% (........ percent) of the total value of this contract (tax exclusive) (as agreed upon by the parties).
2. The two parties agree on the form and method of handling breaches when the Landlord/Seller is late in handing over the apartment to the Tenant/Buyer: ....................................
(The parties can agree on the following terms:
- If the Tenant/Buyer has paid for the purchase/lease-purchase amount of the apartment according to the schedule agreed in this contract but the payment is …days late, from the date on which the Landlord/Seller has to hand over the apartment as agreed in Article 8 of this contract, but the Landlord/Seller has not handed over the apartment to the Tenant/Buyer, the Landlord/Seller must pay the Tenant/Buyer a fine for breach with the interest rate of ……..% (…..percent) (the parties specifically agree on the interest rate per day or the interest rate for a term of… months or non-term interest rate) quoted by the Bank ………… at the payment time out of the total amount that the Tenant/Buyer has paid to the Landlord/Seller and is calculated from the date on which the apartment is to be handed over as agreed to the date the Landlord/Seller hands over the apartment to the Tenant/Buyer in practice.
- If the Landlord/Seller hands over the house/construction work …. days late from the due date for handover as agreed in Article 8 of this contract, the Tenant/Buyer has the right to continue performing this contract with an supplementary agreement on the new due date for handover or unilaterally terminate the contract according to the agreement in Article 15 of this contract.
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3. When the handover comes due according to the notice of the Landlord/Seller and the apartment has met the handover conditions as agreed in this contract, but the Tenant/Buyer does not accept the handover, then: (Other agreements)...................................................................................
4. Other agreements: (these agreements may not go against the law and morality)……….
Article 13. Commitments of the parties
1. The Landlord/Seller commits that:
a) The apartment mentioned in Article 2 of this contract was neither sold/leased with option to purchase to others nor banned from sale/lease-purchase as prescribed by law;
b) The apartment mentioned in Article 2 of this contract has been built in accordance with the approved planning, design and drawings that had been provided for the Tenant/Buyer, with proper quality and exact construction materials as agreed in this contract;
c) Other commitments agreed upon by the parties: (these agreements may not go against the law and morality)
2. The Tenant/Buyer commits that:
a) They have researched and carefully reviewed information about the apartment purchased/leased with option to purchase;
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c) The purchase/lease purchase amount under this contract is legal without any dispute with the third party. The Landlord/Seller shall not be liable for any dispute over the amount that the Tenant/Buyer has paid to the Landlord/Seller under this contract. In the event of a dispute over this amount, this contract will still be valid for both parties;
d) Provide necessary documents when requested by the Landlord/Seller in accordance with the law to carry out the procedures for granting the Certificate to the Tenant/Buyer;
dd) Other commitments agreed upon by the parties: (these agreements may not go against the law and morality)
3. The parties have signed this contract with voluntary consent without coercion or deception.
4. In case one or more articles, clauses and points in this contract are declared null and void, invalid or unenforceable by a competent regulatory agency in accordance with current law, other articles, clauses and points of this contract are still valid for both parties. The two parties will agree to amend the articles, clauses and points, which are declared null and void or invalid or unenforceable according to the regulations of law and in accordance with the will of the two parties.
5. The two parties commit to comply with the agreements specified in this contract strictly.
6. Other agreements: (these agreements may not go against the law and morality)
Article 14. Force majeure events
1. The parties agree that one of the following cases shall be considered a force majeure event:
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b) Due to the implementation of decisions of competent regulatory agencies or other cases prescribed by law;
c) Due to an accident or illness requiring emergency treatment at a medical facility;
d) Other agreements (these agreements may not go against the law and morality)
2. Any case of solely financial hardship will not be considered a force majeure event.
3. Upon occurrence of one of the force majeure circumstances as agreed in Clause 1 of this Article, the party affected by the force majeure event must notify in writing or directly notify the other party within ... days, from the date of force majeure event (if there are documents proving the reason for force majeure, the affected party must present this document). The failure of the party affected by a force majeure event to perform its obligations will not be considered a breach of its contractual obligations and will not serve as a basis for the other party to have the right to terminate this contract.
4. The performance of contractual obligations of the parties will be suspended during the time of force majeure events. The parties will continue to perform their obligations after the force majeure event ends, except for the case specified at point d, clause 1, Article 15 of this contract.
5. Other agreements (these agreements may not go against the law and morality)
Article 15. Cases of contract termination
1. This contract will terminate in one of the following cases:
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b) The Tenant/Buyer delays the payment of the purchase/lease purchase amount as agreed in Clause 1 Article 12 of this contract;
c) The Landlord/Seller delays handover of the apartment as agreed in Clause 2 Article 12 of this contract;
d) In case the affected party cannot remedy the force majeure event to continue performing its obligations within ... days, from the date of the force majeure event and both parties unless otherwise agreed, each party has the right to terminate this contract unilaterally and such termination shall not be considered a breach of contract.
2. The handling of consequences due to contract termination according to Clause 1 of this Article such as: refund of purchase/lease purchase amount, interest calculation, fines and compensation ............ to be specifically agreed upon by the two parties.
3. Other agreements (these agreements may not go against the law and morality)
Article 16. Notice
1. Address for the parties to receive notices of the other party (specify for the Landlord/Seller, for the Tenant/Buyer): ........................................................................
2. Form of notice between the parties (via Fax, mail, telegram, direct delivery): ................................................................................................................
3. The notice-receiving party (if the Tenant/Buyer has many people, the Tenant/Buyer agrees to appoint 1 representative to receive the notice) is: ....................................
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a) On the date of delivery in the case of a hand-delivered letter and signed by the recipient of the notice;
b) On the date the sender receives the notification of successful fax transmission in the case of sending the notice by fax;
c) On …………, from the date of postmark in the case of sending notice by express mail;
d) Other agreements of the parties (if any):
5. The parties must notify each other in writing if there is a request to change the address, form and name of the recipient of the notice; if there is a change in (address, form, name of the recipient of the notice as agreed upon by the parties ..................) but the party with the change fails to notify it to the other party, the party sending the notice is not responsible for the fact that the other party does not receive the written notices.
Article 17. Other agreements
In addition to the agreements mentioned in the articles, clauses and points in this contract, the two parties may agree on other issues, but the issues shall be further agreed upon by the two parties in this article as well as in other articles, clauses and other points in this entire contract must not be contrary to the agreements specified in this contract and must be in accordance with the law and morality.
Article 18. Dispute settlement
The parties are responsible for agreeing on the method and form of dispute settlement specifically over the contents of the contract when a dispute arises and choose ....... (court agency) to settle in accordance with the law when the two parties cannot reach an agreement on the settlement.
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1. This contract comes into force from ……..
2. This contract has …articles, with ................. page, is made into.. ........ copies, which have the same legal validity, the Tenant/Buyer keeps ................. copies, the Landlord/Seller keeps .................. copies for storage, carrying out procedures for paying taxes, fees and charges and applying for Certificate on behalf of the Tenant/Buyer as prescribed by law.
3. Attached to this contract is 01 approved design drawing of the aforesaid apartment, 01 approved design drawing of the storey with the apartment, 01 approved design drawing of the apartment building with the apartment as mentioned in Article 2 of this contract, 01 copy of internal regulations for management and use of the apartment building, 01 copy of the list of apartment materials (in case of purchase/lease purchase of off-the-plan house) and other documents such as ………….
The appendices attached to this contract and the amendments and supplements agreed by the two parties are integral to this contract and are enforceable for both parties.
4. In case the parties agree to change the contents of this contract, it must be made in writing with signatures of both parties.
TENANT/BUYER
(Signature, full name, position, seal)
LANDLORD/SELLER
(Signature, full name, position of signatory, seal)
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2 State the name of the business or individual that sells, leases out the apartment; in case of an individual, it is not necessary to state the certificate of business registration/certificate of investment registration, or the legal representative of the enterprise.
3 State information about the organization in case of an organization; insert information about the individual in case of an individual, if there are many individual buyers under the contract, this section must include full information about the individuals who jointly buy the apartment; there is no need to include the certificate of business registration/certificate of investment registration, the legal representative of the enterprise.
4 Insert the number of certificate of enterprise registration/certification of business registration in case of an organization.
Form No. 05
SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
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[Location]……., [date]………..
CONTRACT FOR LEASE OF DWELLING OR BUILDING
No…../…..
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Pursuant to the Law on Real Estate Trading dated November 25, 2014;
Pursuant to the Law on Housing dated November 25, 2014;
Pursuant to Decree No…./…../ND-CP dated ……of the Government on elaboration of the Law on Real Estate Trading;
Pursuant to Decree No…./…../ND-CP dated ……of the Government on elaboration of and guidelines for the Law on Housing;
Other bases1 ...................................................................................................................
Based on the project’s legal documents: .........................................................................
We are:
I. LESSOR OF DWELLING OR BUILDING (hereinafter referred to as Lessor):
- Name of organization or individual2 ................................................................................
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- Legal representative: ……………………………… Position: .............................
(In case of authorized representative, write according to the power of attorney (authorization document) number ..... (if any). Citizen identity card (passport) number: …… date of issue: ……….., place of issue:……….)
- Address: ...........................................................................................................................
- Phone number: ……………………………………………… Fax: ..................................
- Account number: ……………………………. At the bank: ................................................
- TIN (Taxpayer Identification Number): .....................................................................................................................
II. LESSEE OF DWELLING, BUILDING (hereinafter referred to as Lessee):
- Name of organization or indiviudal3: ..................................................................................
- Citizen identity card/passport4 number: ….. date of issue:….., place of issue:………
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- Address: .................................................................................................................
- Phone number: …………………….………. Fax (if any): ..........................................
- Account number (if any): …………………………… At the bank: ...................................
- TIN (Taxpayer Identification Number), if any: ........................................................................................................
The two Parties agree to enter into this contract for lease of dwelling or building upon the following terms and conditions:
Article 1. Details about dwelling or building for lease
1. Location of dwelling or building: ......................................................................................
(Dwelling: villa, apartment, detached house; non-residential building: resort villa, tourist apartment, officetel, commercial or service office, etc.)
2. Location of dwelling or building: ....................................................................
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4. Area of dwelling or building:
- GFA (Gross Floor Area) for lease: ……………..m2
- Total usable area: ……………….m2, in which:
Private use: ………………………………..m2
Common use (if any): ……………………m2
Land use purpose: ......................................................................................................
5. Usage function: ......................................................................................................
6. Installed equipment and machinery: ......................................................................
Article 2. Rent of dwelling or building
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(Vietnamese dong/month or Vietnamese dong/year) (In words: ……………….…………..).
This rent includes: costs of maintenance, management and operation of the dwelling or building and taxes that the Lessor must pay to the State according to regulations …………. (as agreed by the Parties).
2. Expenses involved in using electricity, water, telephone and other services shall be paid by the Lessee to the providers of electricity, water, telephone and other services.
3. Other agreements (if any) ............................................................ ..............................
Article 3. Payment method and due date
1. Payment method: Payment in Vietnamese dong through the following method (pay by cash or bank transfer) ................................ .......................... ................................. .............
2. Due date: ....................................................................................
3. Other agreements (if any): .....................................................................................
Article 4. Lease term, handover date and accompanying documents
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2. Handover date: …………
3. Accompanying documents: ..............................................................................................
Article 5. Use of dwelling or building for lease
1. Purpose of use of dwelling or building of the Lessee: .....................................
2. Restrictions on the use of dwelling or building: .....................................................
3. Payment of service charge, operation fee: ......................................................................
4. Promulgation of and compliance with rules and regulations on management and operation of dwelling area and project: .......
5. Other agreements (if any): (these agreements must neither be against the law nor against social ethics)
Article 6. Rights and obligations of the Lessor
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a) Request the Lessee to take over the dwelling or building within the time limit agreed in Article 4 of this Contract;
b) Request the Lessee to pay in full according to the due date and payment method agreed in Article 3 of this Contract;
c) Request the Lessee to preserve and use the dwelling or building in accordance with the condition listed in Article 1 of this Contract;
d) Request the Lessee to compensate for the damage or repair the damage caused by the Lessee's fault;
dd) Improve and upgrade dwelling or building for lease with the consent of the Lessee without any impact on the Lessee;
e) Unilaterally terminate the performance of the contract as prescribed in Clause 1, Article 30 of the Law on Real Estate Trading;
g) Request the Lessee to hand over the dwelling or building back at the end of the lease term;
h) Other rights as agreed by the Parties (if any): (these agreements must neither be against the law nor against social ethics)
2. Obligations of the Lessor (according to Article 27 of the Law on Real Estate Trading):
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b) Ensure the Lessee’s stable use of dwelling or building during the lease term;
c) Maintain and repair the dwelling or building periodically or as agreed upon; if the Lessor fails to maintain or repair the dwelling or building, causing damage to the Lessee, the Lessee must compensate for that;
d) Not to unilaterally terminate the contract when the Lessee properly fulfills their obligations under the contract, unless the Lessee agrees to terminate the contract;
d) Compensate for damage caused by their fault;
e) To fulfill financial obligations to the State according to the provisions of law;
g) Other obligations as agreed by
the two Parties (if any): (these agreements must neither be against the law
nor against social ethics)
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Article 7. Rights and obligations of the Lessee
1. Rights of the Lessee (according to Article 28 of the Law on Real Estate Trading):
a) Request the Lessor to hand over the dwelling or building in accordance with the condition listed in Article 1 of this Contract;
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c) Exchange the house or building being rented with another lessee if the Lessor agrees in writing;
d) Sublet part or all of the dwelling or building if so agreed in the contract or agreed in writing by the Lessor;
dd) Continue the lease under the terms agreed with the Lessor in case of change of owner;
e) Request the Lessor to repair the dwelling or building in case the dwelling or construction is damaged through no fault of their own;
g) Request the Lessor to compensate for damage caused by the Lessor's fault;
h) Unilaterally terminate the performance of the contract as prescribed in Clause 2, Article 30 of the Law on Real Estate Trading;
i) Other rights as agreed by the two parties (if any): (these agreements must neither be against the law nor against social ethics)
2. Obligations of the Lessee (according to Article 29 of the Law on Real Estate Trading):
a) Preserve and use dwelling or building in accordance with the functions and designs listed in Article 1 and agreements in the contract;
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c) Use the dwelling or building for the right purposes and repair damage to dwelling or building caused by their faults;
d) Hand over the dwelling or building back to the Lessor according to the agreement in the contract;
dd) Not to alter, improve or demolish the dwelling or building without the written consent of the Lessor;
e) Compensate for damage caused by their fault;
g) Other obligations as agreed by
the two Parties (if any): (these agreements must neither be against the law
nor against social ethics)
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Article 8. Liability for breach of contract
1. Liability of the Lessor when breaching the contract ......................................................
2. Liability of the Lessee when breaching the contract .....................................................
3. Force majeure events: The Lessee or the Lessor shall not be considered as breaching the contract and shall not be penalized or liable for damages if the delay in performance or failure to perform the obligations, as agreed in this contract by the Parties, are due to force majeure events such as natural disasters, war, changes in legal regulations and other cases that are not caused by the fault of the Parties.
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Article 9. Penalties for breach of contract
As agreed by the Parties: ..................................................................................................
Article 10. Cases of contract termination and actions to be taken
1. Cases of contract termination:
a) Both parties agree to terminate the contract. In such circumstance, the two Parties shall make a written agreement on specific conditions and term of contract termination;
b) The Lessor is late in paying the rent as agreed in Article 3 of this Contract;
c) The Lessor is late in handing over the dwelling or building as agreed in Article 4 of this Contract;
d) In case the party affected by the force majeure event cannot remedy it to continue performing their obligations within …… days from the date of the force majeure event and both parties have not otherwise agreed, either party has the right to unilaterally terminate this contract and such termination shall not be considered a breach of contract.
2. The handling of consequences due to contract termination according to the provisions of Clause 1 of this Article such as: refund of rent, calculation of interest, penalties and compensation ...... shall be specifically agreed upon by the two Parties.
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Article 11. Dispute settlement
The Parties shall make specific agreement on the method and form of dispute settlement over the contents of the contract when a dispute arises and choose …………. (the court) to settle in accordance with the law when the two parties cannot reach an agreement to settle the matter by themselves.
Article 12. Entry into force of the contract
1. This Contract comes into force as of................................. ..........................
2. This Contract contains…. Articles, with ..... pages, made in ……. copies and having the same legal validity, the Buyer keeps …. copies, the Seller keeps …… copies for storage and procedures for paying taxes, fees and charges as prescribed by law.
3. Attached to this contract are the documents on the dwelling or building .........
The appendices attached to this contract and the amendments and supplements made as agreed by the two parties are integral parts of this contract and are legally bind to both parties.
4. In case the Parties agree to modify this contract, it must be made in writing with signatures of both parties.
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LESSOR
(Signature, full name; or position and seal of signatory (in case of
organization))
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1 State the bases related to the lease of dwelling or building. In case the State amends or replaces a legal document referred to in the legal bases of this contract, the seller must state the number and name of the new document.
2 State the name of business or individual that puts up the dwelling or building for lease; in case of the individual, it is not necessary to state the Certificate of Business Registration/Certificate of Investment Registration, and the legal representative of the enterprise.
In case of an organization, state details about the organization; in case of an individual, state personal information, if there are many individual buyers putting their names under the contract, in this section, complete information about the lessees of the dwelling and building; it is not necessary to state the Certificate of Business Registration/Certificate of Investment Registration, and the legal representative of the enterprise.
4 In case of an organization, state the number of Certificate of Business Registration/Certificate of Investment Registration.
THE
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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CONTRACT FOR TRANSFER OF LAND USE RIGHTS
No…../……..
Pursuant to the Civil Code dated November 24, 2015;
Pursuant to the Land Law dated November 29, 2013;
Pursuant to the Law on real estate trading dated November 25, 2014;
Pursuant to the Government's Decree No. ……../…/ND-CP dated…… on guidelines for the Law on real estate trading;
Pursuant to the Government's Decree No. ……../…/ND-CP dated……on guidelines for the Law on land;
Pursuant to other legal bases1……
We are:
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- Entity’s name: .........................................................................................
- Certificate of enterprise registration/certification of business registration No. ...............
- Legal representative: ............................................. Position: ..............................
(Or the authorized representative under the letter of authorization No….. (if any). Citizen identity card (passport) No. .........……………………….... Date of issue: ..../...../....... , at ………………….)
- Address: .....................................................................................................................
- Phone number: .......................................... Fax: ..................................................
- Account number: .................................. At (bank): ................................................
- TIN: ...............................................................................................................
II. TRANSFEREE
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- Citizen identity card/passport3 No. ................date of issue:………, place of issue………..
- Registered residence: .............................................................................................
- Address: ..................................................................................................................
- Phone number: .......................................... Fax (if any): .........................................
- Account number (if any): .................................. At (bank): ......................................
- TIN (if any): ..............................................................................................................
We hereby reach a consensus on the transfer of land use rights with the following terms and conditions:
Article 1. Land plot to be transferred
1. Details:
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- Address: .......................................................................................
- Land plot No. .......................................................................................
- Map No. .......................................................................................
- Method of use:
+ Private area: .........………………. m2;
+ Common area: .........………………. m2;
- Purposes: .......................................................................................
- Land use term: .......................................................................................
- Origin: ....................................................................................
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2. Construction-related criteria of land plot:
- Density: ........................................................................................
- Number of stories of building work: ............................................................................
- Maximum height of building work: .....................................................................
- Other criteria according to the approved planning: .......................................................
3. Other details: ........................................................................................
Article 2. Transfer price
1. Transfer price of land use rights: .........VND………… (In words: .............).
(The parties shall agree and specify the unit price of land use rights by m2 of the land are to be transferred)
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2. The transfer price specified in clause 1 hereof excludes the following:
- Registration fee, other fees, and charges in accordance with regulations and laws on procedures for issuance of the Certificate to the Transferee. The registration fee, other fees, and charges shall be paid by the Transferee;
- Fee for operation of the building (if any); from the date on which the land is handed over to the Transferee under Article 4 hereof, the Transferee shall pay the fee for operation of the building as agreed upon herein;
- Other costs agreed upon by the parties (if any)……………………..
3. The parties agree that from the handover date and through the term of transferred land use rights, the Transferee shall fulfill financial obligations as per applicable regulations, pay the fee for operation of the building and other service charges for gases, electricity, water, phone, cable TV, etc. to the service providers.
4. Other agreements (if any): (these agreements may not go against the law and morality)
Article 3. Payment method, payment period
1. Payment method: payment in VND, in cash or via bank as per the law.
2. Payment period: .............................. (The parties agree and specify the time schedule, time limit, payment conditions in the agreement).
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3. Other agreements (if any): ......................................................
Article 4. Handover of land and registration of land use rights
1. Handover of land use rights
a) The handover of land use rights shall be made in a record, in accordance with the land law.
b) The Transferor shall hand over legal documents on land use rights enclosed with land use rights to the Transferee:
- Original of land use right certificate (if required by law);
- Copies of other documents as agreed: .............................................................
c) Handover on site: (the parties agree on time and procedures for land transfer on site)……………
(In case of land transfer in a project of new urban areas, a project of industrial zones’ infrastructure and other projects of building infrastructure for transfer: The Transferor shall hand over connecting points of electricity supply, water supply and drainage , etc.).
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a) The Transferor shall follow procedures as prescribed by law to register the land use rights for the Transferee at competent authorities in accordance with land law (in case of land transfer in project), unless the Transferee voluntarily applies for registration of land use rights.
Within … days from the date on which this contract is signed, the Transferor shall register land use rights for the Transferee at competent authorities in accordance with land law.
The Transferee shall cooperate with the Transferor in registering land use rights for the Transferee at competent authorities as prescribed.
(The parties may agree that the Transferee shall register land use rights by itself, in this case, the Transferor shall hand over necessary documents to the Transferee for procedures for registration of land use rights).
3. Other agreements (if any): (these agreements may not go against the law and morality)
Article 5. Responsibility for paying taxes, fees, and charges
1. Responsibility for paying taxes: ....................................................
2. Responsibility for paying fees and charges: ...........................................
3. Other agreements: .................................................................................
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1. Rights and obligations of the Transferor
1.1. Rights of the Transferor (in accordance with Article 38 of the Law on real estate trading):
a) Request the Transferee to pay off the total amount on schedule with the method under the contract;
b) Request the Transferee to receive the land on schedule specified in the contract;
c) Request the Transferee to pay compensation for damage at the Transferee’s fault;
d) Do not hand over the land if the payment in full has not been given, unless otherwise agreed;
dd) Other rights agreed upon by the parties (if any): (these agreements may not go against the law and morality)
1.2. Obligations of the Transferor (in accordance with Article 39 of the Law on real estate trading):
a) Provide sufficient and truthful information about the land and take responsibility for supplied information;
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c) Register the land as prescribed in law on land and give the Certificate to the Transferee, except that the Transferee requests in writing that it shall conduct the procedures for the Certificate by itself;
d) Pay compensation for damage at its faults;
dd) Fulfill financial obligations to the State as prescribed in regulations of law;
e) Other rights agreed upon by the parties (if any): (these agreements may not go against the law and morality)
2. Rights and obligations of the Transferee:
2.1. Rights of the Transferor (in accordance with Article 40 of the Law on real estate trading):
a) Request the Transferor to provide sufficient and truthful information about the land;
b) Request the Transferor to transfer the proper area, location, and condition of land as specified in the agreement to the Transferee;
c) Request the Transferor to complete the procedures as per the land law and give them the Certificate;
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dd) Acquire land ownership from the date on which the land is transferred by the Transferor,
e) Other rights agreed upon by the parties (if any): (these agreements may not go against the law and morality)
2.2. Obligations of the Transferee (in accordance with Article 41 of the Law on real estate trading):
a) Pay off the total amount by the deadline to the Transferor with the method under the contract;
b) Pay compensation for damage at its faults;
c) Construct building in accordance with regulations of law and the approved planning;
d) Fulfill financial obligations to the State as prescribed in regulations of law;
dd) Other obligations agreed upon by the parties (if any): (these agreements may not go against the law and morality)
Article 7. Liabilities for breaches of contract
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(The parties can agree on the following terms:
- If it is more than ................. days from the due date for payment of the transfer amount as agreed in Clause 2, Article 3 of this contract. If the transferee fails to make payment, the overdue penalty interest will be charged on the total amount of late payment, which is: ..............% (...... ......percent) at interest rate .................. (the parties specifically agree on the interest rate per day or per month and the interest rate for a term of… months or non-term interest rate) quoted by the Bank …. at the time of payment and is charged from the due date for payment to the date of actual payment;
- During the performance of this contract, if the total time that the Transferee is late for all payments as agreed in Clause 2, Article 3 of this contract, exceeds ...... days, the Transferor has the right to unilaterally terminate the contract as agreed in Article 10 of this contract.
In this case, the Transferor is entitled to transfer the land use right to another customer without the consent of the Transferee but must notify the Transferee in writing at least 30 days in advance. The Transferor will refund the amount paid by the Transferee .................. (with or without interest, as agreed by the parties) after deduction of compensation for the Transferee's breach of this contract, which is .........% (........ percent) of the total value of this contract (tax exclusive) (as agreed upon by the parties).
2. The two parties agree on the form and method of handling breaches when the Transferor delays the handover of the land to the Transferee: ...................................
(The parties can agree on the following terms:
- If the Transferee has paid the transfer amount according to the time schedule agreed in this contract, but more than ................. days from the deadline on which the Transferor must hand over the land as agreed in Article 4 of this contract, the Transferor has not yet handed over the land to the Transferee, the Transferor must pay the Transferee a fine for the breach with the interest rate of ……. % (…..percent) (the parties specifically agree on the interest rate per day or per month and the interest rate for a term of… months or non-term interest rate) quoted by the Bank… at the time of payment date on the total amount that the Transferee has paid to the Transferor and is from the due date for handover as agreed to the date on which the Transferor actually hands over the land to the Transferee.
- If the Transferor delays the delays the land handover more than ………… days from the date on which the land must be handed over as agreed in Article 4 of this contract, the Transferee has the right to continue to perform this contract with an supplementary agreement on the new date to hand over the land or unilaterally terminate the contract as agreed in Article 10 of this contract.
In this case, the Transferor must return the entire amount paid by the Transferee (the parties agree with or without interest) and compensate the Transferee any fines for breach of contract .......% (.. percent) of the total value of this contract (tax exclusive).
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4. Other agreements of the parties (if any): (these agreements may not go against the law and morality)………..
Article 8. Commitments of the parties
1. The Transferor commits that:
a) The land use right mentioned in Article 1 of this contract was not transferred to another person or prohibited from transfer as prescribed by law;
b) The land use right mentioned in Article 1 of this contract is established in accordance with the planning, design and approved drawings provided to the Transferee;
c) Other commitments agreed upon by the parties (if any): (these agreements may not go against the law and morality)
2. The Transferee commits that:
a) They have researched and carefully considered information about the transferred land use right;
b) They have been provided by the Transferor with copies of necessary documents and information related to the land use right, the Transferee has carefully read and understood the terms and conditions of this contract and Appendixes hereto. The Transferee has investigated all issues that the Transferee deems necessary to check the accuracy of such documents and information;
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d) Provide necessary documents when requested by the Transferor in accordance with the law to carry out the procedures for granting the Certificate to the Transferee;
dd) Other commitments agreed upon by the parties (if any): (these agreements may not go against the law and morality)
3. The parties have signed this contract with voluntary consent without coercion or deception.
4. In case one or more articles, clauses, and points in this contract are declared null and void, invalid or unenforceable by a competent regulatory agency in accordance with current law, other articles, clauses and points of this contract are still valid for both parties. The two parties will agree to amend the articles, clauses and points that are declared null and void or invalid or unenforceable according to the regulations of law and in accordance with the will of the two parties.
5. The two parties commit to comply with the agreements specified in this contract strictly.
6. Other agreements of the parties (if any): (these agreements may not go against the law and morality)
Article 9. Cases of contract termination
1. Cases of contract termination:
a) The parties agree to terminate the contract. In this circumstance, the parties shall reach an agreement on conditions and time for contract termination;
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c) The Transferor delays the land handover as agreed in the Article 4 of this contract;
d) In case the affected party cannot remedy the force majeure event to continue performing its obligations within ... days, from the date of the force majeure event and both parties unless otherwise agreed, either party has the right to terminate this contract unilaterally or such termination shall not be considered a breach of contract.
2. The handling of consequences due to contract termination according to Clause 1 of this Article such as: refund of transfer amount, interest calculation, fines and compensation ............ to be specifically agreed upon by the two parties.
3. Other agreements of the parties (if any): (these agreements may not go against the law and morality)………..
Article 10. Force majeure events
1. The parties agree that one of the following cases shall be considered a force majeure event:
a) Due to war or natural disasters or changes in the State's legal policies;
b) Due to the implementation of decisions of competent regulatory agencies or other cases prescribed by law;
c) Due to an accident or illness requiring emergency treatment at a medical facility;
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2. Any case of solely financial hardship will not be considered a force majeure event.
3. Upon occurrence of one of the force majeure circumstances as agreed in Clause 1 of this Article, the party affected by the force majeure event must notify in writing or directly notify the other party within ... days, from the date of force majeure event (if there are documents proving the reason for force majeure, the affected party must present this document). The failure of the party affected by a force majeure event to perform its obligations will not be considered a breach of its contractual obligations and will not serve as a basis for the other party to have the right to terminate this contract.
4. The performance of contractual obligations of the parties will be suspended during the time of force majeure events. The parties will continue to perform their obligations after the force majeure event ends, except for the case specified at point d, clause 1, Article 10 of this contract.
5. Other agreements of the parties (if any): (these agreements may not go against the law and morality)
Article 11. Notice
1. Address for the parties to receive notices of the other party (specify for the Transferor, for the Transferee): .................................................
2. Form of notice between the parties (via Fax, mail, telegram, direct delivery): ...................... ....................................................
3. The notice-receiving party (if the Transferee has many people, the Transferee agrees to appoint 1 representative to receive the notice) is: .......................
4. Any notice, request, information, or claim in connection with this contract must be in writing. The two parties agree that the notices, requests and complaints are considered received if they are sent to the correct address, the correct name of the recipient of the notice, and the correct form of notice as agreed in Clauses 1, 2 and 3 and within the time as follows:
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b) On the date that the sender receives the notification of successful fax transmission in the case of sending the notice by fax;
c) On …………, from the date of postmark in the case of sending notice by express mail;
d) Other agreements of the parties (if any): (these agreements may not go against the law and morality)………..
5. The parties must notify each other in writing if there is a request to change the address, form and name of the recipient of the notice; if there is a change in (address, form, name of the recipient of the notice as agreed upon by the parties ..................) but the party with the change fails to notify it to the other party, the party sending the notice is not responsible for the fact that the other party does not receive the written notices.
Article 12. Other agreements
In addition to the agreements mentioned in the articles, clauses and points in this contract, the two parties may agree on other issues, but the issues shall be further agreed upon by the two parties in this article as well as in other articles, clauses and other points in this entire contract must not be contrary to the agreements specified in this contract and must be in accordance with the law and morality.
Article 13. Dispute settlement
The parties are responsible for agreeing on the method and form of dispute settlement specifically over the contents of the contract when a dispute arises and choose ....... (court agency) to settle in accordance with the law when the two parties cannot reach an agreement on the settlement.
Article 14. Effective date of contract
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2. This contract has ... articles, with... pages, made in ... copies and has the same legal validity, the Transferee keeps ... copies, the Transferor keeps ... copies for carrying out procedures for paying taxes, fees and charges and procedures for granting a Certificate to the Transferee.
3. Attached to this contract are related land documents such as .....................
The appendices attached to this contract and the amendments and supplements agreed by the two parties are integral to this contract and are enforceable for both parties.
4. In case the parties agree to change the contents of this contract, it must be made in writing with signatures of both parties.
TRANSFEROR
(Signature, full name, position, seal)
TRANSFEREE
(Signature, full name, position, seal)
___________________
1 Insert the grounds related to the transfer of land use rights. In case the State amends or replaces the legal documents stated in the base part of this contract, the Transferor must write down the number, name of the new document that has been changed.
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3 Insert the number of Certificate of enterprise registration/certification of business registration in case of an organization.
THE
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------
...., [Date]……………….
CONTRACT FOR LEASE (SUBLEASE) OF LAND USE RIGHTS
No…../……..
Pursuant to the Civil Code dated November 24, 2015;
Pursuant to the Land Law dated November 29, 2013;
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Pursuant to the Government's Decree No. ……../…/NĐ-CP dated…… on guidelines for the Law on real estate trading;
Pursuant to the Government's Decree No. ……../…/ND-CP dated……on guidelines for the Law on land;
Pursuant to other legal bases1……
We are:
I. LESSOR (SUBLESSOR) OF LAND USE RIGHT (hereinafter referred to as LESSOR)
- Entity’s name: .........................................................................................
- Certificate of enterprise registration/certification of business registration No. ...............
- Legal representative: ............................................. Position: ..............................
(Or the authorized representative under the letter of authorization No….. (if any). Citizen identity card (passport) No. .........……………………….... Date of issue: ..../…/…., at ………………….)
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- Phone number: .......................................... Fax: ..................................................
- Account number: .................................. At (bank): ................................................
- TIN: ...............................................................................................................
II. LESSEE (SUBLESSEE) OF LAND USE RIGHT (hereinafter referred to as LESSEE)
- Name of organization, individual2............................................................................................
- Citizen identity card/passport3 No. ................date of issue:…………, place of issue………..
- Registered residence: .............................................................................................
- Address: ......................................................................................................
- Phone number: .......................................... Fax (if any) ............................................
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- TIN (if any): .........................................................................................................
We hereby reach a consensus on the lease of land use rights with the following terms and conditions:
Article 1. Land for lease (sublease)
1. Details:
- Area: .........…………./………m2 (In words: ........................)
- Address: .......................................................................................
- Land plot No. .......................................................................................
- Map No. .......................................................................................
- Method of use:
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+ Common area: .........………………. m2;
- Purposes: .......................................................................................
- Land use term: .......................................................................................
- Origin: ....................................................................................
- Restrictions on land use rights (if any): .....................................................
2. Construction-related criteria of land plot:
- Density: .......................................................................................
- Number of stories of building work: ......................................................................
- Maximum height of building work: .....................................................................
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3. Other details: ........................................................................................
Article 2. Land rents
1. Land use right rents: ..............VND ……… (In words: ...............).
(The parties may agree that the rent of land use right may be charged by m2 or by the entire land area)
This rent includes the value of land use rights, VAT (if the lessor is subject to VAT payment)
2. The rent specified in clause 1 hereof excludes the following: (The parties agree and specify them in the contract)……………….
Article 3. Payment method
1. Payment method: payment in VND, in cash or via bank as per the law.
2. Payment period: (The parties specifically agree the time schedule for payment of the rent) ......................................
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Article 4. Purposes
(The parties specify the land use purposes of the Lessee) ……………….
Article 5. Lease term, deadline for handover
1. Lease term: ............................................ months (or years)
2. Lease term beginning from: ...............................................
3. Extension of lease term: .............................................................
4. Actions against expiry of contract for lease of land use rights: ....................................
5. Deadline for handover of land: ..................................................
6. Land-related legal documents: ....................................................
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7. Other agreements of the parties (if any): (these agreements may not go against the law and morality)………..
Article 6. Rights and obligations of Lessor
1. Rights of Lessor (in accordance with Article 42 of the Law on real estate trading)
a) Request the Lessee to use the land for proper purposes, land-use planning, investment projects and agreement specified in the contract;
b) Request the Lessee to pay off the total amount by the deadline with the method under the contract;
c) Request the Lessee to terminate the improper land use, land destruction or land deterioration; if the Lessee has not stopped committing violations, the Lessor is entitled to unilaterally terminate the contract execution and request the Lessee return the land and pay compensation for damage;
d) Request the Lessee to return the land when the lease term expires;
dd) Request the Lessee to pay compensation for damage at the Lessee’s fault;
e) Other rights agreed upon by the parties (if any): (these agreements may not go against the law and morality)………..
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2. Obligations of the Lessor (in accordance with Article 42 of the Law on real estate trading)
a) Provide sufficient and truthful information about the land and take responsibility for supplied information;
b) Transfer the proper area, location and condition of land as specified in the contract to the Lessee;
c) Register the land lease;
d) Check and warn the Lessee about land protection and proper land use;
dd) Fulfill financial obligations to the State as prescribed in regulations of law;
e) Notify the Lessee of rights of a third person towards the land that is leased;
g) Pay compensation for damage at its faults;
h) Other obligations agreed upon by the parties (if any): (these agreements may not go against the law and morality)………..
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Article 7. Rights and obligations of Lessee
1. Rights of Lessee (in accordance with Article 44 of the Law on real estate trading)
a) Request the Lessor to provide sufficient and truthful information about the land;
b) Request the Lessor to transfer the proper area, location and condition of land as specified in the contract to the Lessee;
c) Use the leased land within agreed lease term;
d) Use the leased land and enjoy achievements and investment results on the leased land;
dd) Request the Lessor to pay compensation for damage caused at the Lessor’s faults;
e) Right of sublease (if any);
g) Other rights agreed upon by the parties (if any): (these agreements may not go against the law and morality)………..
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a) Use the land for proper use, limit, and lease term;
b) Do not deteriorate the land;
c) Pay rents in full by the deadline with the method under the contract;
d) Comply with regulations on environment protection; do not prejudice legitimate rights and interests of surrounding land users;
dd) Return the land by expiry of lease term with the condition specified in the contract;
e) Pay compensation for damage at its faults;
g) Other obligations agreed upon by the parties (if any): (these agreements may not go against the law and morality)………..
Article 8. Liabilities for breaches of contract
1. Liabilities of the Lessor for breaches of contract: ...............................
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3. Other agreements of the parties (if any): (these agreements may not go against the law and morality)………..
Article 9. Commitments of the parties
1. The Lessor commits that:
a) The land use right mentioned in Article 1 of this contract is not prohibited from leasing according to the provisions of law;
b) The land use right mentioned in Article 1 of this contract is established in accordance with the planning, design and approved drawings provided to the Lessee;
c) Other commitments agreed upon by the parties (if any): (these agreements may not go against the law and morality)………..
2. The Lessee commits that:
a) They have researched and carefully considered information about the leased land use right;
b) They have been provided by the Lessor with copies of necessary documents and information related to the land use right, the Lessee has carefully read and understood the terms and conditions of this contract and Appendixes hereto. The Lessee has investigated all issues that the Lessee deems necessary to check the accuracy of such documents and information;
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dd) Other commitments agreed upon by the parties (if any): (these agreements may not go against the law and morality)………..
3. The parties have signed this contract with voluntary consent without coercion or deception.
4. In case one or more articles, clauses and points in this contract are declared null and void, invalid or unenforceable by a competent regulatory agency in accordance with current law, other articles, clauses and points of this contract are still valid for both parties. The two parties will agree to amend the articles, clauses and points that are declared null and void or invalid or unenforceable according to the regulations of law and in accordance with the will of the two parties.
5. The two parties commit to comply with the agreements specified in this contract strictly.
6. Other agreements of the parties (if any): (these agreements may not go against the law and morality)………..
Article 10. Cases of contract termination
1. Cases of contract termination:
a) The parties agree to terminate the contract. In this circumstance, the parties shall reach an agreement on conditions and time for contract termination;
b) The Lessee delays the payment of the land use right rent as agreed in Article 3 of this contract;
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d) In case the affected party cannot remedy the force majeure event to continue performing its obligations within ... days, from the date of the force majeure event and both parties unless otherwise agreed, either party has the right to terminate this contract unilaterally or such termination shall not be considered a breach of contract.
2. The handling of consequences due to contract termination according to Clause 1 of this Article such as: refund of rent amount, interest calculation, fines and compensation ............ to be specifically agreed upon by the two parties.
3. Other agreements of the parties (if any): (these agreements may not go against the law and morality)………..
Article 11. Force majeure events
1. The parties agree that one of the following cases shall be considered a force majeure event:
a) Due to war or natural disasters or changes in the State's legal policies;
b) Due to the implementation of decisions of competent regulatory agencies or other cases prescribed by law;
c) Due to an accident or illness requiring emergency treatment at a medical facility;
d) Other agreements of the parties (if any): (these agreements may not go against the law and morality)………..
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3. Upon occurrence of one of the force majeure circumstances as agreed in Clause 1 of this Article, the party affected by the force majeure event must notify in writing or directly notify the other party within ... days, from the date of force majeure event (if there are documents proving the reason for force majeure, the affected party must present this document). The failure of the party affected by a force majeure event to perform its obligations will not be considered a breach of its contractual obligations and will not serve as a basis for the other party to have the right to terminate this contract.
4. The performance of contractual obligations of the parties will be suspended during the time of force majeure events. The parties will continue to perform their obligations after the force majeure event ends, except for the case specified at point d, clause 1, Article 11 of this contract.
5. Other agreements of the parties (if any): (these agreements may not go against the law and morality)………..
Article 12. Notice
1. Address for the parties to receive notices of the other party (specify for the Lessor, for the Lessee): ......................................................................
2. Form of notice between the parties (via Fax, mail, telegram, direct delivery): ....................... .........................................
3. The notice-receiving party (if the Lessee has many people, the Lessee agrees to appoint 1 representative to receive the notice) is: ...............................................
4. Any notice, request, information, or claim in connection with this contract must be in writing. The two parties agree that the notices, requests and complaints are considered received if they are sent to the correct address, the correct name of the recipient of the notice, and the correct form of notice as agreed in Clauses 1, 2 and 3 and within the time as follows:
a) On the date of delivery in the case of a hand-delivered letter and signed by the recipient of the notice;
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c) On …………, from the date of postmark in the case of sending notice by express mail;
d) Other agreements of the parties (if any): (these agreements may not go against the law and morality)………..
5. The parties must notify each other in writing if there is a request to change the address, form and name of the recipient of the notice; if there is a change in (address, form, name of the recipient of the notice as agreed upon by the parties ..................) but the party with the change fails to notify it to the other party, the party sending the notice is not responsible for the fact that the other party does not receive the written notices.
Article 13. Other agreements
In addition to the agreements mentioned in the articles, clauses and points in this contract, the two parties may agree on other issues, but the issues shall be further agreed upon by the two parties in this article as well as in other articles, clauses and other points in this entire contract must not be contrary to the agreements specified in this contract and must be in accordance with the law and morality.
Article 14. Dispute settlement
The parties are responsible for agreeing on the method and form of dispute settlement specifically over the contents of the contract when a dispute arises and choose ........ (court agency) to settle in accordance with the law when the two parties cannot reach an agreement on the settlement.
Article 15. Effective date of contract
1. This contract comes into force from ……..
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3. Attached to this contract are land-related documents such as .....................
The appendices attached to this contract and the amendments and supplements agreed by the two parties are integral to this contract and are enforceable for both parties.
4. In case the parties agree to change the contents of this contract, it must be made in writing with signatures of both parties.
LESSEE
(Signature, full name, position, seal)
LESSOR
(Signature, full name, position of signatory, seal)
___________________
1 Insert the grounds related to the lease of land use rights. In case the State amends or replaces the legal documents stated in the base part of this contract, the Lessor must write down the number, name of the new document that has been changed.
2 Insert information about the organization in case of an organization; insert information about the individual in case of an individual, if there are many individual lessees under the contract, this section must include full information about the individuals who jointly receive the lease of land use rights; there is no need to include the Certificate of Business Registration/Certificate of Investment Registration, the legal representative of the enterprise.
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THE
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------
[Location] …, [date] …
CONTRACT FOR TRANSFER OF THE WHOLE (OR A PART OF) REAL ESTATE PROJECT
No. …/….
Pursuant to the Civil Code dated November 24, 2015;
Pursuant to the Land Law dated November 29, 2013;
Pursuant to the Law on real estate trading dated November 25, 2014;
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Pursuant to the Law on Investment dated June 17, 2020;
Pursuant to the Government's Decree No. ……/…/ND-CP dated……, on guidelines for the Law on real estate trading;
Pursuant to the Government's Decree No. ……../…/ND-CP dated……on guidelines for the Law on land;
Pursuant to the permission for transfer of the whole (or a part of) real estate project No. … dated ... of .........
Other bases: .....................................................................................................................
We are:
I. TRANSFEROR
- Enterprise’s name: .....................................................................................................
- Address: .................................................................................................................
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- Legal representative: ......................... Position: ...............................
- Phone number: ........................... Fax:....................... Email:.............................
- Account number: .........At (bank): .........................................
- TIN: ........................................................................................
II. TRANSFEREE
- Enterprise’s name: ........................................................................................
- Address: ........................................................................................
- Certificate of enterprise registration/certification of business registration: .............
- Legal representative:……. Position: ..................................
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- Account number: .........At (bank): .........................................
- TIN: ........................................................................................
We hereby reach a consensus on concluding a contract for transfer of the whole of project (or a part of project) … .........with the following terms and conditions:
Article 1. Basic information about the project or a part of the project to be transferred
1. Main information:
- Project’s name: ........................................................................................
- Address: ........................................................................................
- Area: ........................................................................................
- Land-use planning: ................................................................................
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- Building work (gross floor area, floor area: ................ ............................................... (in case of a project for construction of infrastructure for business of land use right, this information is not required)
- Total investment: ........................................................................................
- Number and structure of real estate project: .................................
(in case of a project for construction of infrastructure for business of land use right, this information is not required)
- Project schedule: ........................................................................................
- Other: ........................................................................................
2. Main information of the part of project to be transferred1:
- Area: ........................................................................................
- Land-use planning: ..................................................................................
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- Building work (gross floor area, floor area: ................. ............................................... (in case of a project for construction of infrastructure for business of land use right, this information is not required).
- Total investment: ........................................................................................
- Number and structure of real estate project: ..................................................................
(in case of a project for construction of infrastructure for business of land use right, this information is not required)
- Time for performance: ........................................................................................
- Other: ........................................................................................
Article 2. Details about project progress upon the transfer of the project (or a part of project)
1. Site clearance: ........................................................................................
2. Construction of infrastructure: ........................................................................................
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4. Payment of land levy, land rent incurred by the transferred project (a part of project) to the State: ........................................................................................
5. Issuance of the Certificate of land use right to the transferred project (a part of project): ........................................................................................
6. Other information: ........................................................................................
7. Commitment of the Transferor about performance progress upon the transfer of the project (or a part of project): ........................................................................................
Article 3. Transfer of land use right
1. The Transferor shall follow procedures as prescribed by law to register the land use rights for the Transferee at competent authorities in accordance with law, unless the Transferee voluntarily applies for registration of land use rights.
Within … days from the date on which this contract is signed, the Transferor shall register land use rights for the Transferee at competent authorities in accordance with land law.
The Transferee shall cooperate with the Transferor in registering land use rights for the Transferee at competent authorities as prescribed.
(The parties may agree that the Transferee shall register land use rights by itself, in this case, the Transferor shall hand over necessary documents to the Transferee for procedures for registration of land use rights).
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Article 4. Transfer price
The parties specifically agree the transfer price and components forming the transfer price: ..........................................................
Article 5. Payment method, payment period
1. Payment method: payment in VND via bank account:...................................... (specify bank account)
2. Payment period:
Period, schedule, conditions for payment: ................................................................................. agreed upon by both parties.
3. Other details agreed upon by the parties (if any): (these agreements may not go against the law and morality)………..
Article 6. Responsibility for paying taxes, fees
1. Responsibility for paying taxes: ................................................................
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3. Other agreements (if any): (these agreements may not go against the law and morality)
Article 7. Deadline for handover of project (or a part of project)
1. Handover method: ......................................................... Documents-based handover or handover on site (agreed by parties).
2. Details about handover of the project (or a part of project): ................................................................................. agreed upon by both parties.
3. Deadline for handover: ................................................................
4. Other agreements (if any): (these agreements may not go against the law and morality)
Article 8. Rights and obligations of the Transferor
1. Rights of the Transferor:
a) Rights of the Transferor (in accordance with Article 52 of the Law on real estate trading);
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c) Request the Transferee to take handover of the whole or a part of project on schedule prescribed in the contract;
d) Other rights agreed upon by the parties (if any): (these agreements may not go against the law and morality)
2. Obligations of the Transferor:
a) Obligations of the Transferor (in accordance with Article 52 of the Law on real estate trading);
b) Hand over the whole or a part of project on site or all project-related documents to the Transferee; in case of failure to hand over or late handover, it must compensate for damage;
c) Manage the whole of project during the time over which the transfer has been not completed with respect to both project-related documents and project on site;
d) Notify clients and relevant parties of transfer of the project (or a part of project);
dd) Other obligations agreed upon by the parties (if any): (these agreements may not go against the law and morality)………..
Article 9. Rights and obligations of the Transferee
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a) Rights of the Transferee (in accordance with Article 52 of the Law on real estate trading);
b) Take handover of the whole or a part of project on site and all project-related documents specified in this contract on schedule as specified in the contract;
c) Request the Transferor to enable and provide documents in connection with the continuing execution of the project;
d) Other rights agreed upon by the parties (if any): (these agreements may not go against the law and morality)
2. Obligations of the Transferee:
a) Obligations of the Transferee (in accordance with Article 52 of the Law on real estate trading);
b) Request the Transferee to make full payment on schedule prescribed in the contract;
c) Respect and meet rights of the Transferor and clients as agreed;
d) Take handover of the whole or a part of project on site and project-related documents on schedule as agreed;
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e) Other obligations agreed upon by the parties (if any): (these agreements may not go against the law and morality)
3. Other agreements (if any): (these agreements may not go against the law and morality)
Article 10. Liabilities for breaches of contract
1. The two parties agree on the form and method of handling breaches when the Transferee delays the payment of the transfer amount to the Transferor: ................................................................
2. The two parties agree on the form and method of handling breaches when the Transferor delays the handover of the project (a part of project) to the Transferee: .............................
3. Other agreements (if any): (these agreements may not go against the law and morality)
Article 11. Commitments of the parties
1. The Transferor commits that:
a) The transferred project (part of the project) mentioned in Article 1 of this contract was not transferred to another person or prohibited from transfer as prescribed by law;
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c) Other commitments agreed upon by the parties (if any): (these agreements may not go against the law and morality)………..
2. The Transferee commits that:
a) They have researched and carefully considered information about the transferred project (part of project);
b) They have been provided by the Transferor with copies of necessary documents and information related to the project (part of project), the Transferee has carefully read and understood the terms and conditions of this contract and Appendixes hereto. The Transferee has investigated all issues that the Transferee deems necessary to check the accuracy of such documents and information;
c) The transfer amount paid by the Transferee to the Transferor under this contract is legal without any dispute with the third party. The Transferor shall not be liable for any dispute over the amount that the Transferee has paid to the Transferor under this contract. In the event of a dispute over this amount, this contract will still be valid for both parties;
d) Provide necessary documents when requested by the Transferor in accordance with the law to carry out the procedures for granting the Certificate of the transferred project (part of project) to the Transferee;
dd) Other commitments agreed upon by the parties (if any): (these agreements may not go against the law and morality)………..
3. The parties have signed this contract with voluntary consent without coercion or deception.
4. In case one or more articles, clauses and points in this contract are declared null and void, invalid or unenforceable by a competent regulatory agency in accordance with current law, other articles, clauses and points of this contract are still valid for both parties. The two parties will agree to amend the articles, clauses and points that are declared null and void or invalid or unenforceable according to the regulations of law and in accordance with the will of the two parties.
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6. Other agreements (if any): (these agreements may not go against the law and morality)………..
Article 12. Cases of contract termination
1. Cases of contract termination:
a) The parties agree to terminate the contract. In this circumstance, the parties shall reach an agreement on conditions and time for contract termination;
b) The Transferee delays the payment of the transfer amount as agreed in Article 5 of this contract;
c) The Transferor delays the handover of project (part of project) as agreed in the Article 7 of this contract;
d) In case the affected party cannot remedy the force majeure event to continue performing its obligations within ... days, from the date of the force majeure event and both parties unless otherwise agreed, either party has the right to terminate this contract unilaterally or such termination shall not be considered a breach of contract.
2. The handling of consequences due to contract termination according to Clause 1 of this Article such as: refund of transfer amount, interest calculation, fines and compensation ............ to be specifically agreed upon by the two parties.
3. Other agreements (if any): (these agreements may not go against the law and morality)………..
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1. The parties agree that one of the following cases shall be considered a force majeure event:
a) Due to war or natural disasters or changes in the State's legal policies;
b) Due to the implementation of decisions of competent regulatory agencies or other cases prescribed by law;
c) Due to an accident or illness requiring emergency treatment at a medical facility;
d) Other agreements (if any): (these agreements may not go against the law and morality)………..
2. Any case of solely financial hardship will not be considered a force majeure event.
3. Upon occurrence of one of the force majeure circumstances as agreed in Clause 1 of this Article, the party affected by the force majeure event must notify in writing or directly notify the other party within ... days, from the date of force majeure event (if there are documents proving the reason for force majeure, the affected party must present this document). The failure of the party affected by a force majeure event to perform its obligations will not be considered a breach of its contractual obligations and will not serve as a basis for the other party to have the right to terminate this contract.
4. The performance of contractual obligations of the parties will be suspended during the time of force majeure events. The parties will continue to perform their obligations after the force majeure event ends, except for the case specified at point d, clause 1, Article 12 of this contract.
5. Other agreements (if any): (these agreements may not go against the law and morality)………..
...
...
...
1. Address for the parties to receive notices of the other party (specify for the Transferor, for the Transferee): ........................................
2. Form of notice between the parties (via Fax, mail, telegram, direct delivery): ....................... ........................................
3. The notice-receiving party (if the Transferee has many people, the Transferee agrees to appoint 1 representative to receive the notice) is: ...........................................
4. Any notice, request, information, or claim in connection with this contract must be in writing. The two parties agree that the notices, requests and complaints are considered received if they are sent to the correct address, the correct name of the recipient of the notice, and the correct form of notice as agreed in Clauses 1, 2 and 3 and within the time as follows:
a) On the date of delivery in the case of a hand-delivered letter and signed by the recipient of the notice;
b) On the date the sender receives the notification of successful fax transmission in the case of sending the notice by fax;
c) On …………, from the date of postmark in the case of sending notice by express mail;
d) Other agreements of the parties (if any): (these agreements may not go against the law and morality)………..
5. The parties must notify each other in writing if there is a request to change the address, form and name of the recipient of the notice; if there is a change in (address, form, name of the recipient of the notice as agreed upon by the parties ..................) but the party with the change fails to notify it to the other party, the party sending the notice is not responsible for the fact that the other party does not receive the written notices.
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...
...
In addition to the agreements mentioned in the articles, clauses and points in this contract, the two parties may agree on other issues, but the issues shall be further agreed upon by the two parties in this article as well as in other articles, clauses and other points in this entire contract must not be contrary to the agreements specified in this contract and must be in accordance with the law and morality.
Article 16. Dispute settlement
The parties are responsible for agreeing on the method and form of dispute settlement specifically over the contents of the contract when a dispute arises and choose ....... (court agency) to settle in accordance with the law when the two parties cannot reach an agreement on the settlement.
Article 17. Effective date of contract
1. This contract comes into force from ……..
2. This contract contains Articles, with ................. page, is made into.. ........ copies that have the same legal validity, the Lessee keeps ................. the copy, the Lessor keeps .................. copies for storage, carrying out procedures for paying taxes, fees and charges as prescribed by law.
3. Attached to this contract are land-related documents such as .....................
The appendices attached to this contract and the amendments and supplements agreed by the two parties are integral to this contract and are enforceable for both parties.
4. In case the parties agree to change the contents of this contract, it must be made in writing with signatures of both parties.
...
...
...
TRANSFEROR
(Signature, full name, position, seal)
TRANSFEREE
(Signature, full name, position, seal)
____________________
1 In case of transfer of a part of real estate project only.
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