Singapore: The Law Society of Singapore - Conditions of Sale 2012

Last Updated: 31 March 2012
Article by Zi Xiang Leow

The Law Society of Singapore released a 2012 version of the Conditions of Sale on 19 January 2012. This new set of Conditions is meant to be an update on the somewhat outdated 1999 version which had been in force for over a decade. The update is intended to ensure that the applicable terms and conditions are in keeping with current standard conveyancing practices and prevailing legislative and regulatory changes and also to remove redundant provisions.

The Conditions of Sale are a set of terms and conditions designed to facilitate property sale and purchase transactions by regulating the common rights and obligations of the vendor and purchaser at various stages of the transaction. From time to time, the Law Society will issue conveyancing practice directions and rulings giving interpretation of some of these Conditions where specific queries have been directed to the Law Society or where disputes may have arisen in practice and these directions and rulings will help to give added clarity to its operational effect. This will establish useful precedents for future transactions and serve to cultivate conveyancing practices which are more uniform so that transactions are better handled with more expediency and less disputes.

The Conditions of Sale, whether the 1999 or the 2012 version, are not mandatory in application and it is up to the parties to choose to incorporate them into their property sale and purchase transactions.

In practice, the vast majority of residential property Options to Purchase and Sale and Purchase Agreements do incorporate the Conditions of Sale by reference.

The rest of this article will draw the attention of potential vendors and purchasers to the most salient features of the Conditions of Sale 2012 and compare its differences with the 1999 version where appropriate1.

Condition 16 – Special Conditions

The first thing to note about the Conditions of Sale 2012 is that Condition 16 specifically provides that, should there be a conflict between any "special conditions" stipulated in a contract and the Conditions of Sale, the ISSUE 12/02 28 March 2012 former shall prevail 2 . This means that vendor and purchaser can choose to both avail themselves of the general facilitative effect of the Conditions of Sale while remaining free to negotiate additional or alternative terms, even if those terms may conflict with any of the Conditions of Sale.

Condition 9 – Late Completion Interest

If completion is delayed due solely to the default of one party, the other party shall be entitled to payment of "Late Completion Interest" as liquidated damages.

Late Completion Interest is calculated based on a "Relevant Sum" at 8% per annum pro-rated according to the number of days delayed. The Relevant Sum is the purchase price of the property less payments, if any, already made to the vendor or developer (such as the deposit and previous progress payments).

The method of calculation for Late Completion Interest under the Conditions of Sale 2012 and the Conditions of Sale 1999 remains the same, except that previously, it was 10% rather than 8% of the Relevant Sum per annum. The change is to better reflect market reality now that interest rates are generally lower than they were in 1999.

Condition 6 – Outgoings, Rents and Profits until Completion

This Condition stipulates that the vendor is (1) entitled to rents and profits and (2) responsible for outgoings and levies on the property up to and including the scheduled completion date. As a corollary, the purchaser is (1) entitled to rent and profits and (2) responsible for outgoings and levies on the property after the scheduled completion date. This is materially similar to what is provided for in the Conditions of Sale 1999.

One thing that is now being highlighted3 is that, where any levies relating to the common property (whether lump-sum or instalment payments for repair or upgrading works etc.) of a development is payable before the scheduled completion date, the vendor shall be liable for such payment.

Further, in the event of late completion due to the purchaser's default, the vendor may elect not to receive late completion interest and instead be responsible for outgoings and be entitled to rent up to and including actual completion date. This will be beneficial to the vendor in cases where the property sold is tenanted and the apportioned rental over the period of delay is more than the late completion interest computed at 8% per annum.

Potential vendors and purchasers should bear the above in mind when planning for and negotiating a completion date.

Condition 7 – Tax

The vast majority of this Condition deals with compliance matters relating to the various taxes that may potentially be levied on a property sale and purchase transaction. These include:-

  1. The withholding of income tax payable by the vendor (in the event that the vendor has been assessed as a property trader) by the purchaser's solicitors.
  2. Provisions to facilitate and regulate the payment of property tax, buyer's stamp duty and seller's stamp duty where applicable.

These requirements should not worry the parties to a property sale and purchase as they fall within the realm of responsibility of the solicitors handling the transaction.

The most important part of this Condition that parties should take note of is Condition 7.2, regarding the liability for Goods & Services Tax (GST), should it be payable.

It is now explicitly clear that, unless otherwise agreed, if the contract is silent as to whether the purchase price of the property includes GST, and the property transaction is one which is subject to GST 4 , the purchaser shall be liable for its payment. The previous phrasing of the equivalent Condition in the 1999 version was somewhat ambiguous, and it led to litigation over which party should be liable for GST amounting to $266,0005 because the contract was silent in relation to GST on the purchase price.

Conditions 5, 8 and 10 – "As is where is"?

In the Conditions of Sale 1999, a purchaser of a property is deemed to have notice of its "actual state and condition". In most property sale and purchase contracts, there will also be a clause to such an effect. These clauses are known as "as is where is" clauses. The effect of such clauses is to preclude a purchaser from alleging that he was not aware of the presence of minor non-latent defects (such as a leaking pipe or a cracked ceiling, for example) and to use such defects to either claim damages or to void the transaction.

In the Conditions of Sale 2012, however, Condition 8, the "as is where is" clause, is now made subject to Conditions 5 and 10.

Condition 5.1 states that the vendor shall deliver the property "in the same state and condition as it was at the date of the [contract]", save for fair wear and tear.

This places an obligation on the vendor to ensure that the property remains in generally the same condition as it was at the time of contract. The vendor is not allowed to rely on an "as is where is" clause to displace responsibility for unreasonable deterioration of the property that is not due to fair wear and tear.

Additionally, Condition 10.1 contains a representation and warranty by the vendor that he has not "carried out any unauthorised additions or alterations" to the property.

Unauthorised additions or alterations to a property are not uncommon as homeowners sometimes erect structures or undergo reconstruction works to their property without explicitly obtaining authorization from the relevant authorities. Possession of and responsibility for such unauthorised additions or alterations then get passed on to a new owner; sometimes without his knowledge.

This clause is advantageous to a purchaser (the new owner) because it gives him protection

against unauthorised additions or alterations. In the event that a new owner of a property is later required by the authorities or a subsequent purchaser to rectify any unauthorised additions or alterations, he can rely on such a clause to trace the responsibility back to the vendor who initiated them in the first place. The vendor, based on the representation and warranty in Condition 10.1, may be found to be in breach of such representation and warranty and then be made to pay for the rectification works.

The inclusion of this new Condition should lead to more transparency between vendors and purchasers regarding the existence of unauthorised additions and alterations, and they can then negotiate6 around it.

Final Observations

It is good to see that the Conditions of Sale 2012 has been streamlined to a more accessible 16 from the previous 33 number of Conditions. In the process, it has shed many obsolete Conditions which are no longer applicable, while at the same time made provisions for the requirements of the modern conveyancing climate.

At the moment, the 1999 version is still being widely used in most standard printed form contracts such as Options to Purchase issued by various real estate agents. Notwithstanding this, where terms are being negotiated, parties are free to decide on which version of the Conditions of Sale is to govern their contract for the sale and purchase of property. The above discussion should assist parties to make an informed decision on choosing the appropriate set of Conditions of Sale depending on various factors such as whether they are purchasing or selling, the condition of the property or the risks that they wish to guard against.


1 Note that any references to specific Conditions are in relation to the Conditions of Sale 2012 unless otherwise stated.
2 Previously, the clause which incorporates the Conditions of Sale itself will usually also have words to such an effect, but now it is no longer necessary.
3 It should be noted that this was already the implicit position under the Conditions of Sale 1999, but it is now specifically provided for.
4 Residential property transactions are exempt from GST. Generally, this provision will only affect transactions involving non-residential properties sold by a vendor who is himself also GST-registered.
5 Ma Ong Kee and another v Kaiyo Reptile Products Pte Ltd [2011] SGHC 188.
6 It is useful to remember that it is always possible to agree otherwise, as per Condition 16.

This update is provided to you for general information and should not be relied upon as legal advice.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions