The Guarantee And Indemnity Contract Of Sale is a crucial security document used in New Zealand business and property transactions where additional assurance is required for a sale contract's performance. This document is typically used when the seller needs extra security beyond the buyer's direct obligations, such as in high-value transactions, sales to newly established businesses, or where the buyer's financial standing requires support. The document combines both guarantee provisions (promising to fulfill the buyer's obligations) and indemnity provisions (promising to compensate for losses), providing comprehensive protection under New Zealand law. It must comply with various New Zealand legislation including the Contract and Commercial Law Act 2017, Property Law Act 2007, and relevant consumer protection laws.
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1. Parties: Identification of all parties including the Guarantor(s), the Beneficiary (typically the seller), and the Principal Debtor (typically the buyer)
2. Background: Context of the guarantee and indemnity, including reference to the primary contract of sale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Guarantee: The primary guarantee obligations, including the scope and extent of the guarantee
5. Indemnity: The indemnity provisions, including the scope of indemnification and trigger events
6. Nature of Guarantee and Indemnity: Specification that the guarantee and indemnity are continuing, irrevocable, and unconditional
7. Guarantor's Obligations: Detailed obligations of the guarantor, including payment obligations and performance requirements
8. Preservation of Rights: Provisions ensuring the beneficiary's rights are preserved in various circumstances
9. Enforcement: Rights and procedures for enforcing the guarantee and indemnity
10. Representations and Warranties: Guarantor's representations and warranties regarding capacity and authority
11. Payments: Terms regarding payment obligations, including timing and method
12. Costs and Expenses: Allocation of costs related to the guarantee and indemnity
13. General Provisions: Standard contract terms including notices, amendments, governing law, and jurisdiction
1. Multiple Guarantors: Additional provisions for when there are multiple guarantors, including joint and several liability
2. Security Provisions: Specific security arrangements if the guarantee is secured against particular assets
3. Limit of Liability: Optional cap on the guarantor's liability, if agreed
4. Priority Arrangements: Required when there are multiple security interests or guarantees to establish priority
5. Corporate Guarantor Provisions: Additional provisions specific to corporate guarantors
6. Assignment and Transfer: Provisions allowing for assignment of rights under the guarantee, if permitted
7. Guarantee Release Terms: Specific conditions under which the guarantee may be released or discharged
1. Schedule 1 - Primary Contract Details: Details of the contract of sale being guaranteed
2. Schedule 2 - Guaranteed Obligations: Detailed description of the obligations being guaranteed
3. Schedule 3 - Security Details: Details of any security provided in support of the guarantee
4. Schedule 4 - Guarantor Information: Detailed information about the guarantor(s) including contact details and relevant financial information
5. Appendix A - Form of Demand: Standard form for making a demand under the guarantee
6. Appendix B - Deed of Priority: If applicable, terms of priority arrangements with other security holders
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