Free Sales Agreement

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Sales Agreement

Type of Goods


Type of Goods

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Your Sales Agreement

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Sales Agreement

THIS SALES AGREEMENT (the 'Agreement') dated this ________ day of ________________, ________

BETWEEN:

______________ of ________________________________________________
(the 'Seller')

OF THE FIRST PART

- AND -

______________ of _________________________________________________
(the 'Buyer')

OF THE SECOND PART

IN CONSIDERATION OF THE COVENANTS and agreements contained in this Sales Agreement the parties to this Agreement agree as follows:

  1. Sale of Goods
  2. The Seller will sell, transfer and deliver to the Buyer the following goods on or before _____ day of _____________, 20____ (the 'Goods' or the 'Vehicle'):

    Vehicle details:

    • Vehicle Type: __________
    • Make: __________
    • Model: __________
    • Year: __________
    • Colour: __________
    • VIN or HIN: __________
    • Odometer Reading: __________
  3. Purchase Price
  4. The Buyer will accept the Goods and pay for the Goods with the sum of $________________________ (AUD) (the 'Purchase Price'), paid by cash as required in clause 6 of this Agreement.
  5. The Seller and the Buyer both acknowledge the sufficiency of this consideration. In addition to the Purchase Price specified in this Agreement, the amount of any present or future use, excise or similar tax applicable to the sale of the Goods will be paid by the Buyer unless the Buyer provides to the Seller a tax exemption certificate acceptable to the applicable taxing authorities.
  6. The Purchase Price is inclusive of Goods and Services Tax, but does not include transfer duty. The Seller will provide a valid tax invoice to the Buyer that complies with requirements imposed by the Australian Taxation Office.
  7. The Buyer must pay any transfer duty required for the sale and purchase of the vehicle, where applicable.
  8. Payment
  9. The Buyer will make payment for the Goods at the time when, and at the place where, the Goods are received by the Buyer or, in the alternative, when any document of title or registrable bill of sale, bearing any necessary endorsement, is tendered to the Buyer.
  10. Delivery of Goods
  11. The Goods will be delivered to ______________________________________. The Seller agrees to furnish the facilities and at its cost to load the Goods on trucks furnished by the Buyer. The method of shipment will be within the discretion of the Buyer. However, the Seller will only be responsible for the lesser of truck freight or rail freight to the Buyer.
  12. Risk of Loss
  13. Risk of loss will be on the Buyer from the time of delivery to the carrier. The Buyer will provide, at its expense, insurance on the Goods insuring the Seller's and the Buyer's interest as they appear, until payment in full to the Seller.
  14. Warranties
  15. THE GOODS ARE SOLD 'AS IS' AND THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Seller does not assume, or authorise any other person to assume on the behalf of the Seller, any liability in connection with the sale of the Goods. The Seller's above disclaimer of warranties does not, in any way, affect the terms of any applicable warranties from the manufacturer of the Goods.
  16. The Buyer has been given the opportunity to inspect the Goods or to have it inspected and the Buyer has accepted the Goods in its existing condition. Further, the Seller disclaims any warranty as to the condition of the Goods.
  17. Title
  18. Title to the Goods will remain with the Seller until delivery and actual receipt of the Goods by the Buyer or, in the alternative, the Seller delivers a document of title or registrable bill of sale of the Goods, bearing any necessary endorsement, to the Buyer.
  19. Security Interest
  20. The Seller retains a security interest in the Goods until paid in full.
  21. Inspection
  22. Inspection will be made by the Buyer at the time and place of delivery.
  23. Any refund will not include costs of delivery or instalation/de-instalation. Those costs will be borne by the Buyer.
  24. Claims
  25. The Buyer's failure to give notice of any claim within 10 days from the date of delivery will constitute an unqualified acceptance of the Goods and a waiver by the Buyer of all claims with respect to the Goods.
  26. Excuse for Delay or Failure to Perform
  27. The Seller will not be liable in any way for any delay, non-delivery or default in shipment due to labour disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the date of this Agreement, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer, which notice will be accompanied by full refund of all sums paid by the Buyer pursuant to this Agreement. In all other cases, if the Seller fails to deliver the Goods to the Buyer within the time and manner specified in this Agreement, the Buyer may provide written notice of the default to the Seller. If within seven (7) days of the notice being received, or within such other time period as agreed to by the parties, the default is not corrected, the Buyer may immediately terminate this Agreement.
  28. Remedies
  29. The Buyer's exclusive remedy and the Seller's limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the Purchase Price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Buyer.
  30. Cancellation
  31. The Seller reserves the right to cancel this Agreement:
    1. if the Buyer fails to pay for any shipment when due;
    2. in the event of the Buyer's insolvency or bankruptcy; or
    3. if the Seller deems that its prospect of payment is impaired.
  32. Notices
  33. Any notice to be given or document to be delivered to either the Seller or Buyer pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered post to the address specified below. Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the third (3rd) consecutive business day next following the date of posting if sent by prepaid registered post:

    SELLER:

    • ______________ of ________________________________________________

    BUYER:

    • ______________ of _________________________________________________
  34. General Provisions
  35. Headings are inserted for convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  36. All representations and warranties of the Seller contained in this Agreement will survive the closing of this Agreement.
  37. The Buyer may not assign its right or delegate its performance under this Agreement without the prior written consent of the Seller, and any attempted assignment or delegation without such consent will be void. An assignment would change the duty imposed by this Agreement, would increase the burden or risk involved and would impair the chance of obtaining performance or payment.
  38. This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.
  39. This Agreement will be governed by and construed in accordance with the laws of the State of  and the Seller and the Buyer hereby attorn to the jurisdiction of the Courts of the State of .
  40. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.
  41. This Agreement will inure to the benefit of and be binding upon the Seller and the Buyer and their respective successors and assigns.
  42. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
  43. Time is of the essence in this Agreement.
  44. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. The Buyer acknowledges that it has not relied upon any representations of the Seller as to prospective performance of the Goods, but has relied upon its own inspection and investigation of the subject matter.

IN WITNESS WHEREOF the parties have executed this Sales Agreement on this ________ day of ________________, ________.


______________________________
(Witness)

______________________________
______________ (Seller)

 



______________________________
(Witness)

______________________________
______________ (Buyer)

 


Last updated September 23, 2022

What is a Sales Agreement?

A Sales Agreement is a legally binding contract between a buyer and a seller that outlines the purchase of assets. It includes information about both parties, payment details, and warranties.

This document is applicable for selling goods, such as motor vehicles, boats, electronics, or artwork.

If your transaction involves the sale of real estate or a business, this template does not apply. Instead, you can use a Contract for Sale of Real Estate.

Similarly, if you are buying or selling a business, you should use a Purchase of Business Agreement.

A Sales Agreement is also known as a:

  • Purchase Agreement
  • Purchase and Sale Agreement

Why is a Sales Agreement important?

A Sales Agreement can protect both buyers and sellers. Suppose a buyer doesn’t pay for the goods or a seller doesn’t uphold their end of the agreement, and the parties end up in a legal dispute. In that case, a Sales Agreement can be evidence that proves what terms were agreed upon.

More formal Sales Agreements will also have dispute resolution clauses that outline whether a conflict will go to mediation or arbitration. LawDepot's Sales Agreement template gives you this option.

Also, Sales Agreements give buyers and sellers something to reference if they're ever unsure about their agreement terms. Having these details spelled out helps prevent miscommunication between the buyer and seller. Writing down an agreement is always superior to relying on a purely verbal deal.

When can I use a Sales Agreement?

You can use a Sales Agreement in the following situations:

  • The sale of goods: Physical items or possessions (e.g., animals, exercise equipment, household appliances, vehicles, etc.).
  • The sale of goods and related services: The purchase of a physical item and supplying additional services related to the item (e.g., a refrigerator and installing it).

The parties to a Sales Agreement can be individuals or corporations. It doesn’t matter whether the buyer or seller creates the Sales Agreement—only that both parties agree to its terms and sign it.

What’s included in a Sales Agreement?

A Sales Agreement outlines:

  • Details about each party
  • The exchange of goods (and any related services)
  • Price and payment details
  • Delivery details
  • Liability and warranty information

How do I write a Sales Agreement?

You can easily create a Sales Agreement by filling out LawDepot's questionnaire. Using our template will ensure you complete the necessary steps:

1. Specify your location

Start by specifying the state or territory where your transaction is taking place. Our template is applicable in all Australian states and territories.

2. Provide the buyer’s and seller’s information

Include the buyer's and seller's full names and addresses (e.g., street, city, state or territory, and postcode).

3. Describe the goods

Provide a detailed description of the goods and services the seller is providing.

For example, provide a car’s make, model, year, colour, and VIN. If they’re providing a service, give a breakdown of every duty they perform.

4. State the price and deposit details (if applicable)

Be sure to include the price of the goods in your Sales Agreement. If a deposit is also part of the agreement, state how much it is, when the buyer will pay it, and whether they’ll get the deposit back if the transaction isn’t completed.

5. Outline payment details

Outline how the buyer will pay the seller for the goods. The payment can either be a lump sum or made in instalments. If the buyer pays in instalments, specify whether payments will be regular or triggered by milestones.

Payment can come in the form of:

  • Cash
  • Certified cheque
  • Cheque
  • Bank draft
  • Electronic funds transfer

Also, if the seller charges the buyer a penalty for late payments, include the interest rate percentage that will act as a penalty.

6. State delivery terms

You can include terms regarding where the seller will deliver the goods. The delivery can be at the buyer's address, the seller's address, or another specified location.

7. Include liability details

Liability addresses the goods' risk of loss or damage.  By outlining liability terms, you determine who’s responsible for the item at each point of the transaction.

Use the Sales Agreement to specify when the seller is no longer liable for lost or damaged goods. The buyer usually takes over responsibility when the seller delivers the goods to the shipping carrier or when the buyer receives the goods.

8. Outline warranty info

The seller can either include a warranty on the goods or transfer them to the buyer “as is,” meaning they do not guarantee the quality of the goods. Often, people sell vehicles “as is” during private sales.

A warranty is a guarantee from the seller about the quality and condition of the goods.

Here are some of the guarantees a seller can make regarding an item:

  • The goods are fit for ordinary use
  • The seller owns the goods
  • There are no claims of loans against the goods
  • The goods do not infringe any patents or trademarks

9. Address dispute resolution

If necessary, the buyer and seller can include a dispute resolution clause in their Sales Agreement. Should a dispute arise, the parties can choose to either go to mediation or arbitration or start with mediation and then go to arbitration if mediation is unsuccessful.

10. Sign the agreement

The document has space at the bottom for the buyer and seller to sign the agreement. If you know the date the Sales Agreement will be signed, include it in the contract as well. Otherwise, you can skip this step and the template will leave a space for you to fill in later. Once the document is signed, the transaction is official.

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