The Sale Agreement is a fundamental commercial document used in New Zealand business transactions to formalize the sale of assets, goods, or sometimes entire businesses. This contract type is essential when parties need to document their rights and obligations in a sale transaction with legal precision. The agreement should comply with New Zealand law, particularly the Contract and Commercial Law Act 2017 and Sale of Goods Act 1908, and typically includes detailed provisions about the assets being sold, purchase price, completion mechanics, warranties, and liability limitations. It's particularly important for high-value transactions or complex sales where clarity and legal certainty are paramount. The document can be customized to accommodate various types of sales, from simple asset transfers to complex business acquisitions, while maintaining compliance with New Zealand legal requirements.
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1. Parties: Identifies and provides full legal details of the seller and purchaser
2. Background: Sets out the context of the sale and brief description of what is being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase, including description of assets/goods being sold
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Any conditions that must be satisfied before completion occurs
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Details of when, where and how completion will occur, including delivery obligations
9. Warranties: Standard warranties given by the seller about the assets/goods being sold
10. Liability and Limitations: Limitations on liability and time limits for claims
11. Confidentiality: Obligations regarding confidential information
12. GST: GST treatment of the sale
13. General Provisions: Standard boilerplate provisions including notices, amendments, governing law
1. Intellectual Property: Required when the sale includes transfer of intellectual property rights
2. Employee Matters: Required when the sale involves transfer of employees
3. Post-Completion Obligations: Used when parties have ongoing obligations after completion
4. Non-Competition: Include when restricting seller's future competitive activities
5. Third Party Consents: Required when the sale needs consent from third parties
6. Tax Indemnity: Include for complex sales with potential tax implications
7. Environmental Matters: Required when selling assets with environmental considerations
8. Transition Services: Include when seller will provide services post-completion
9. Break Fee: Include when parties agree to compensation if deal fails
1. Schedule 1 - Assets: Detailed list and description of assets being sold
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Purchase Price Allocation: Breakdown of purchase price across different asset categories
4. Schedule 4 - Warranties: Detailed seller warranties
5. Schedule 5 - Completion Obligations: Detailed list of actions required at completion
6. Schedule 6 - Encumbrances: List of any security interests or encumbrances affecting the assets
7. Schedule 7 - Contracts: List of contracts being transferred
8. Appendix A - Form of Transfer Documents: Templates for documents required to transfer assets
9. Appendix B - Disclosure Letter: Seller's disclosures against warranties
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