NovSPA annexes: plans, area, specifications and payment schedule
Most disputes over what was actually purchased begin not in the main SPA text but in its annexes. The plan identifies the unit and orientation, the area schedule defines pricing basis, the specification defines finishes and equipment, the inventory lists inclusions, and the payment schedule says when and why money is due. If these records are missing, unsigned or freely replaceable by the seller, a detailed main agreement still leaves the bargain incomplete. This page does not repeat NovAsia articles on area, instalments or project changes. It shows how annexes operate as one contractual set, how version control works and what to compare at handover and title registration. Every sample is synthetic. Cambodian counsel should review the actual package and language-priority rules.
Document structure
en
- 1. Schedule of annexes and complete-set control
- 2. Executed unit and floor plan
- 3. Area, measurement method and adjustment
- 4. Materials and finish quality
- 5. Furniture, appliances and showroom items
- 6. Payment schedule and milestone evidence
- 7. Parking, storage and common-facility rights
- 8. Variation, replacement and document priority
The SPA sets the framework; annexes define the purchase
The main agreement may state price and a general project address, but without annexes the buyer may not know the exact layout, area method, inclusions, materials, payment milestones or permitted variations. Annexes are therefore not administrative extras to be supplied later. They form part of the definition of the property and economic exchange.
Prakas No. 0067 requires clarity of material terms in standard consumer contracts and restricts unfair unilateral change [4]. For regulated development, legal commentary on Sub-Decree No. 50 highlights property size, timing and materials in the SPA package [5]. This does not create one mandatory annex format, but shows why missing or indefinite schedules are material.
Version and priority matter more than presentation
A project may simultaneously use a brochure plan, sales plan, construction drawing, revised layout and registration plan. All may appear official, but contractual effect belongs to the document clearly incorporated into the executed set. Each annex needs a title, number, version, date and party confirmation. When replaced, an addendum should identify what ceases to apply.
A priority rule is also needed for conflict. Which controls: the area in the SPA, Schedule B or a signed plan? Which specification applies if the materials schedule and furniture list differ? A general statement that the SPA prevails may defeat a detailed annex promise if the main text is broader.
Compare annexes with the delivered and registered result
An annex works at three stages. Before signature it defines choice and price. During construction it limits variation. At handover it becomes the standard for area, finishes, equipment and common facilities. After registration it should be compared with title because saleable and registered area may be different measures.
Create an annex register: document, version, subject, signatories, use and closure evidence. A unit plan closes through physical identification and title record; a materials schedule through handover inspection; a payment schedule through receipts and statements. The register turns a folder of PDFs into a controlled chain.
Clause-by-clause reading
Schedule of annexes and complete-set control [4][5]
What it is: The schedule should name every annex, exhibit, plan, specification, payment table, rule and addendum forming part of the SPA. It creates a control list: the document is present with a version, or it is missing and the set is not ready for execution.
What to watch: Match annex numbers and titles in the contents, cross-references and actual folder. Each should be legible, final and executed or otherwise clearly incorporated.
The catch: The SPA refers to Schedule C, but the seller says it will be prepared after signature. The later version may contain a different plan, fee or restriction.
Consequence: The buyer assumes obligations without a complete definition of the counter-performance and loses leverage over unknown terms.
Illustrative sample. “Annexes A–H are listed in Annex Register R; absence of any item means the execution set is incomplete.”
Executed unit and floor plan [1][4][5]
What it is: The plan should clearly show the selected unit in its tower and floor context, external boundaries, orientation, balcony and principal internal features. For legal identification it works with the written description and registration references, not instead of them.
What to watch: Require a highlighted unit, tower, floor, scale or dimensions where relevant, version, date and signatures. Match door position, wet areas, columns, shafts and balcony where they affect use.
The catch: A brochure plan may be mirrored, omit columns or shafts and carry a disclaimer that layouts are indicative.
Consequence: The buyer may be unable to prove promised orientation, functional layout or the link between commercial number and registered property.
Illustrative sample. “Unit U is highlighted on Floor Plan P Version V; changes are permitted only under Clause C.”
Area, measurement method and adjustment [1][4][5]
What it is: The schedule should distinguish saleable, internal, balcony, wall, common-area allocation and expected registered area where these concepts are used. It explains which figure determines price, permitted tolerance and what follows from final measurement variance.
What to watch: Look for formula, units, inclusions, exclusions, responsible measurer, measurement date, threshold and price adjustment both upward and downward. Check the service-charge basis separately.
The catch: The clause lets the seller increase price for excess area but denies a refund for a shortfall, or permits any variance without consequence.
Consequence: The buyer receives less usable area, pays on another basis and lacks a clear contractual remedy.
Illustrative sample. “Price is based on saleable area S under Method M; variance above T results in symmetrical Adjustment A.”
Materials and finish quality [1][4][5]
What it is: The specification lists floors, walls, ceilings, doors, windows, sanitary ware, kitchen, electrical points, air-conditioning and other permanent elements. The more material a feature is to price, the less it should depend on vague labels such as premium, high quality or equivalent.
What to watch: State brand/model where material or a measurable minimum standard, quantity, location, warranty and permitted substitution. An unavailable item needs an objective equal-or-better test and notice.
The catch: The seller may substitute any material in its sole discretion while the showroom sample is expressly excluded.
Consequence: The delivered unit may satisfy an abstract quality label while being materially cheaper and worse than the expected sample.
Illustrative sample. “Material Q meets Specifications S; substitution requires equal or better performance and written notice.”
Furniture, appliances and showroom items [1][4]
What it is: A separate inventory shows what forms part of the purchase price, a promotional package or an optional upgrade. Each item benefits from quantity, description, model or standard, room and status. Decoration, artwork and display accessories should be expressly excluded to avoid false expectation.
What to watch: Match the sales promise to the executed inventory; record serial numbers at handover; confirm warranty holder, installation and responsibility for missing or damaged items.
The catch: The furniture package exists only in a quotation or chat while the SPA contains an entire-agreement clause and no inventory.
Consequence: The owner bears unexpected fit-out costs before occupation or letting and cannot prove the promised package.
Illustrative sample. “Purchase price includes Items F01–F25 in Inventory I; showroom decoration D1–D9 is excluded.”
Payment schedule and milestone evidence [1][4][5]
What it is: The schedule links amount, percentage, date or event to a specific obligation. It should reconcile with total price, reservation credit, incentives and taxes. A milestone payment needs a defined event and evidence rather than only a seller invoice.
What to watch: Recalculate every line and check currency, bank charges, grace period, notice, milestone certificate and dispute consequences. Distinguish calendar instalments from construction-linked instalments.
The catch: The seller may declare a milestone complete without independent evidence; percentages exceed price after fees; the reservation is not credited.
Consequence: The buyer enters default for withholding payment on an unclear event or discovers an unexpected balance before handover.
Illustrative sample. “Payment P becomes due after Milestone M and Evidence E; the total schedule equals Purchase Price X after Credit C.”
Parking, storage and common-facility rights [3][6]
What it is: The annex should explain whether parking or storage is a separate property, attached right, allocated use, licence or revocable permission. Access to pools, gyms and other common areas usually follows rules and the co-ownership regime rather than a promise of exclusive ownership [3][6].
What to watch: State number/location, duration, transfer on resale, fee, relocation power and what happens if the facility is not delivered or available.
The catch: Included is used without defining the legal form; the seller may reallocate parking or close a facility without consequence.
Consequence: The buyer does not obtain expected use and cannot transfer it to a tenant or resale buyer.
Illustrative sample. “Parking Space P is allocated for use under Rules R and transfers with Unit U.”
Variation, replacement and document priority [4][5]
What it is: The final section states who may amend an annex, how the buyer is notified, what is material, whether consent is required and which document prevails. Unilateral change to material terms of a standard form is restricted by the consumer-protection framework [4].
What to watch: Use a version log, executed addendum for material change, objective thresholds and remedy. The priority rule should preserve specific negotiated promises in a conflict.
The catch: The seller may replace an annex from time to time by uploading a new PDF, with buyer silence deemed acceptance.
Consequence: The property, quality, payments or use rules change after commitment without a clear buyer right to reject or adjust.
Illustrative sample. “Material Change M requires executed Addendum A; silence is not consent; Priority Rule P applies.”
Red flags
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- The SPA refers to an annex absent from the execution set.
- The plan does not mark the unit, lacks a version or differs from the sales plan.
- Area is one figure without method, tolerance or adjustment.
- Materials may be substituted at sole discretion without an objective standard.
- The furniture package exists only in marketing correspondence.
- The payment schedule does not reconcile with price or reservation credit.
- Parking is included without defining ownership or use.
- A new version may take effect by seller notice or buyer silence.
- The priority clause defeats specific promises in annexes.
Completeness check
before signing
- Create an Annex Register covering every reference.
- Obtain a final legible version of every document.
- Execute or clearly incorporate each annex.
- Recalculate price and the payment schedule.
during construction
- Maintain a version log and all addenda.
- Test each proposed change against materiality and remedy rules.
- Do not treat chat or a revised brochure as a contractual amendment.
at handover
- Compare unit, area, finishes, furniture and access rights.
- Attach discrepancies to the defect list.
- Do not close annex obligations through general clean acceptance.
after registration
- Compare title description and registered area with the SPA package.
- Retain the final annex set with title and payment records.
Counsel reviews incorporation, hierarchy, amendment rights, area adjustment, payment triggers and entire-agreement effects. Counsel does not determine technical equivalence of materials without an engineer.
An engineer or quantity specialist checks measurement method, actual area, specification and substitutions. Sales staff are not an independent measurer.
Accounting reconciliation is needed where incentives, credits, taxes or fees are spread across the main text and schedules.
Legal review is required before signature where an annex is missing, the seller may change it unilaterally, pricing basis is unclear, a payment event is self-certified or priority language conflicts with a negotiated promise.
Related guides
Related document explainers
Frequently asked questions
Is a brochure plan sufficient?
No. Contractual certainty requires an identified plan of the selected unit incorporated into the executed set. A brochure may evidence marketing but does not replace a controlled annex.
Must every annex be signed?
The method of incorporation depends on the package, but the link should be unambiguous. Execution or initials, versioning and an annex register provide strong control. Counsel should confirm sufficiency.
Which matters more: SPA area or title area?
They perform different functions. The SPA defines pricing and contractual promise; title records registered area. A difference requires explanation rather than choosing the convenient figure.
May a material be replaced with an equivalent?
It depends on the SPA. Equivalent is useful only with an objective minimum standard, notice and a consequence for material difference. Otherwise it grants near-unlimited discretion.
What if the seller sends a new version after signing?
Do not assume it is effective. Compare changes, amendment procedure and materiality; retain the old version and correspondence; refer material changes to counsel.
Can the payment schedule be replaced by invoices?
An invoice evidences a request but should not unilaterally rewrite the contractual schedule. Amount, event and recipient should be checked against the SPA and annex.
Sources
Sources are named for verification, but external URLs are not published on the page.
- [1] Civil Code of the Kingdom of Cambodia, Articles 515–558 on sale, delivery, conformity, defects and remedies — Kingdom of Cambodia; unofficial English translation published by JICA — 2007; English translation published by JICA
- [3] Law on Providing Foreigners with Ownership Rights in Private Units of Co-Owned Buildings, Articles 5–8, 11 and 14–19 — Kingdom of Cambodia; English-language copy published by the Council for the Development of Cambodia — 2010-05-24
- [4] Prakas No. 0067 on Unfair Contract Clauses — Cambodian Ministry of Commerce; Consumer Protection, Competition and Fraud Repression Directorate-General — 2022-03-01
- [5] Sub-Decree No. 50 on Management of Real Estate Development Business — dated legal overview of project and SPA requirements — Royal Government of Cambodia; legal overview by DFDL — 2023-03-02; overview updated 2023-11-07
- [6] Sub-Decree No. 126 on the Management and Use of Co-Owned Buildings — Royal Government of Cambodia; English-language copy hosted by IBC Cambodia — 2009-08-12
This is a document explainer, not legal advice and not a template for signing. A Cambodian lawyer must review the actual document, Khmer text, parties, title and payment chain.