THIS SALES AGREEMENT (the "Agreement") dated this ________ day of ________________, ________
This Agreement is entered into by:
_________ residing at _________
hereinafter individually and collectively referred to as the "Seller"
_________ residing at _________
hereinafter individually and collectively referred to as the "Buyer"
IN CONSIDERATION of the promises and mutual agreements set out in this Sales Agreement, the parties hereby agree to the following terms:
The Seller shall sell, transfer and deliver the following goods to the Buyer no later than _____ day of _____________, 20____ (the "Goods"):
- Condition: ______________________
- Make: ______________________
- Model: ______________________
- Year: ______________________
- Colour: ______________________
- VIN: ______________________
- Date of Last MOT Test: ______________________
- Odometer reading: ______________________
The Buyer agrees to accept the Goods and to pay the sum of £_________ (GBP) as the purchase price (the "Purchase Price"), to be paid by cash, in accordance with the Payment clause of this Agreement.
The Seller and the Buyer acknowledge that the consideration is sufficient. In addition to the Purchase Price set out in this Agreement, the Buyer shall be responsible for any applicable present or future use, excise, or similar taxes relating to the sale of the Goods, unless the Buyer provides the Seller with a valid tax exemption certificate acceptable to the relevant tax authorities.
The Purchase Price includes Value Added Tax (VAT) and shall be payable by the Buyer unless the Buyer supplies the Seller with a valid tax exemption certificate acceptable to the relevant tax authorities, in which case the VAT amount will be deducted from the Purchase Price payable by the Buyer.
The Buyer shall make payment for the Goods either at the time and place of receipt of the Goods, or alternatively, upon presentation of any document of title or registrable bill of sale, duly endorsed as required, to the Buyer.
The Goods shall be delivered to _________. The Seller shall, at its own expense, provide the necessary facilities and arrange for loading the Goods onto trucks supplied by the Buyer. The method of shipment shall be determined at the Buyer's discretion; however, the Seller's responsibility for freight costs shall be limited to the lower of truck or rail freight to the Buyer.
Risk of loss or damage to the Goods shall transfer to the Buyer upon delivery to the carrier. If any part of the Purchase Price remains unpaid at that time, the Buyer shall, at its own cost, obtain and maintain insurance covering the Goods and safeguarding the interests of both the Seller and the Buyer from the moment of delivery to the carrier until full payment has been made to the Seller. If the Purchase Price has been paid in full prior to such delivery, the Buyer shall maintain insurance solely for its own benefit.
THE GOODS ARE SOLD ‘AS IS’, AND THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS OTHERWISE SET OUT IN THIS AGREEMENT. The Seller does not accept, nor authorise any other person to accept on its behalf, any liability relating to the sale of the Goods. This disclaimer does not affect the terms of any applicable manufacturer’s warranty relating to the Goods.
The Buyer has had the opportunity to inspect, or arrange for the inspection of, the Goods and has accepted them in their current condition. The Seller further disclaims any warranty regarding the condition of the Goods.
The Seller warrants that: (1) they are the lawful owner of the Goods; (2) the Goods are free from any liens, charges, or encumbrances; (3) the Seller holds full authority to sell the Goods; and (4) the Seller will warrant and defend the title to the Goods against all claims and demands from any third party.
Title to the Goods shall remain with the Seller until the Buyer has taken delivery and actual receipt of the Goods, or alternatively, until the Seller provides the Buyer with a duly endorsed document of title or registrable bill of sale for the Goods.
The Seller shall retain a security interest in the Goods until the Purchase Price has been paid in full.
The Buyer shall carry out inspection of the Goods at the time and place of delivery.
Any refund issued shall exclude delivery and installation or de-installation costs, which shall be the responsibility of the Buyer.
If the Buyer fails to provide notice of any claim within 10 days of delivery, such failure shall be deemed an unconditional acceptance of the Goods and a waiver of all claims relating to them.
11. Excuse for Delay or Failure to Perform
The Seller shall not be held liable for any delay, failure to deliver, or default in shipment arising from labour disputes, transport shortages, delays in receiving materials, priority allocations, fire, accidents, or any other circumstances beyond the control of the Seller or its suppliers. If, in the Seller’s sole discretion, such circumstances prevent delivery of the Goods at the agreed time or within one month of the date of this Agreement, the Seller may terminate this Agreement by giving written notice to the Buyer, accompanied by a full refund of all amounts paid by the Buyer under this Agreement. In all other situations, where the Seller fails to deliver the Goods in the time and manner specified, the Buyer may issue a written notice of default. If the Seller does not remedy the default within seven (7) days of receiving the notice, or within any extended period agreed between the parties, the Buyer may terminate this Agreement with immediate effect.
The Buyer’s sole remedy, and the Seller’s total liability for any loss or damage arising from defective Goods or any other cause, shall be limited to the Purchase Price of the specific delivery to which the claim relates, together with any transportation costs actually incurred and paid by the Buyer.
Notwithstanding the provisions above, if the Buyer wrongfully fails or refuses to pay for the Goods in accordance with the terms of this Agreement, the Seller may take legal action to recover the purchase price of the Goods. Conversely, if the Seller wrongfully fails or refuses to deliver the Goods, the Buyer may:
- a. Initiate a claim against the Seller for damages arising from non-delivery, calculated based on the estimated loss that would ordinarily result from the Seller’s failure to deliver the Goods.
- b. Commence legal proceedings to compel specific performance.
The Seller reserves the right to terminate this Agreement:
- a. If the Buyer fails to make payment for any shipment by the due date.
- b. If the Buyer becomes insolvent or is declared bankrupt.
Any notice or document required to be given or delivered under this Agreement shall be deemed sufficient if personally delivered or sent by prepaid registered post to the address set out below. Where delivered in person, notice shall be deemed received on the date of delivery; if sent by prepaid registered post, it shall be deemed received on the third (3rd) consecutive business day following the date of posting.
Clause headings are included for convenience only and shall not affect the interpretation of this Agreement. Words in the singular shall include the plural, and words in the plural shall include the singular. References to the masculine shall include the feminine, and vice versa.
All representations and warranties made by the Seller under this Agreement shall remain in effect and continue to apply after the completion of this Agreement.
The Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Seller. Any attempted assignment or delegation without such consent shall be void. Such an assignment would alter the obligations under this Agreement, increase the associated burden or risk, and diminish the likelihood of proper performance or payment.
No modification of this Agreement shall be valid unless it is made in writing and signed by all parties to this Agreement.
This Agreement will be governed by and construed in accordance with the laws of the Country of England and the Seller and the Buyer hereby attorn to the jurisdiction of the Courts of the Country of England.
If any provision of this Agreement is deemed unconscionable by a court of competent jurisdiction, arbitration panel, or other authorised decision-maker, that provision shall be deemed severed from this Agreement, and the remainder shall continue in full force and effect.
This Agreement shall be binding upon and inure to the benefit of the Seller and the Buyer and their respective successors and permitted assigns. It may be executed in counterparts, and facsimile or scanned signatures shall be deemed as effective as originals. This Agreement constitutes the entire agreement between the parties, and supersedes any prior understandings, whether oral or written. The Buyer acknowledges that it has not relied on any representations by the Seller regarding the prospective performance of the Goods and has instead relied on its own inspection and assessment.
IN WITNESS WHEREOF the parties have executed this Sales Agreement on this ________ day of ________________, ________.
_____________________________
Witness Signature | _____________________________
_________ (Seller) |
_____________________________
Witness Signature | _____________________________
_________ (Buyer) |
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