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Commercial Agreement Of Purchase And Sale Template for Australia

A comprehensive legal document governed by Australian law that formalizes the terms and conditions of a commercial sale transaction between business entities. This agreement details the purchase price, payment terms, conditions of sale, warranties, and obligations of both parties. It incorporates relevant Australian commercial law requirements, including provisions from the Competition and Consumer Act 2010 and applicable state-specific Sale of Goods Acts. The document provides a legally binding framework for the transfer of goods or assets while protecting the interests of both the seller and purchaser through clear terms and conditions.

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What is a Commercial Agreement Of Purchase And Sale?

The Commercial Agreement of Purchase and Sale is a vital legal instrument used in Australian business transactions for the sale and purchase of goods, assets, or commercial property between business entities. This document is essential when businesses need to formalize significant commercial transactions, requiring detailed terms about the sale, purchase price, delivery, warranties, and various obligations of both parties. It ensures compliance with Australian federal and state legislation, including the Competition and Consumer Act 2010, relevant Sale of Goods Acts, and other applicable commercial laws. The agreement is particularly important for protecting both parties' interests in substantial business transactions, providing clear terms for completion, risk transfer, and dispute resolution.

What sections should be included in a Commercial Agreement Of Purchase And Sale?

1. Parties: Identification and details of the seller and purchaser, including ABN/ACN

2. Background: Context of the transaction and relationship between the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core agreement to sell and purchase, including description of goods/assets

5. Purchase Price: Amount, currency, and payment terms including GST considerations

6. Completion: Time, place, and requirements for completion of the sale

7. Conditions Precedent: Any conditions that must be satisfied before completion

8. Seller's Obligations: Specific obligations of the seller including warranties and representations

9. Purchaser's Obligations: Specific obligations of the purchaser including payment and acceptance

10. Risk and Title: Transfer of risk and ownership provisions

11. Warranties: Standard warranties relating to the goods/assets being sold

12. Default and Termination: Consequences of default and termination rights

13. Dispute Resolution: Process for resolving disputes between parties

14. General Provisions: Standard boilerplate clauses including notices, governing law, etc.

15. Execution: Signature blocks and execution details

What sections are optional to include in a Commercial Agreement Of Purchase And Sale?

1. Intellectual Property: Required when the sale includes IP rights or licenses

2. Due Diligence: Include when purchaser requires inspection or investigation period

3. Security Interest: Include when payment terms are deferred or security is required

4. Ongoing Services: Required when seller provides additional services post-sale

5. Transition Arrangements: Include when handover period or training is required

6. Confidentiality: Include when sensitive information is exchanged

7. Insurance: Include when specific insurance requirements apply during sale process

8. Third Party Consents: Required when sale requires external approvals

9. Environmental Matters: Include for sales involving environmental considerations

10. Employee Matters: Required when sale involves transfer of employees

What schedules should be included in a Commercial Agreement Of Purchase And Sale?

1. Schedule 1 - Asset Schedule: Detailed description of assets being sold

2. Schedule 2 - Purchase Price Breakdown: Itemized breakdown of the purchase price

3. Schedule 3 - Completion Checklist: List of documents and actions required at completion

4. Schedule 4 - Excluded Assets: List of assets specifically excluded from the sale

5. Schedule 5 - Encumbrances: List of any existing encumbrances on the assets

6. Appendix A - Technical Specifications: Detailed technical specifications of goods/assets

7. Appendix B - Form of Transfer Documents: Templates for transfer documentation

8. Appendix C - Warranty Claims Procedure: Process for making warranty claims

9. Appendix D - Due Diligence Results: Summary of due diligence findings if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Australia

Publisher

Genie AI

Sector

Cost

Free to use

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