VEHICLE SALE AGREEMENT
This Vehicle Sale Agreement, hereinafter referred to as "Agreement" is dated.................................................. ("Agreement Date").
BETWEEN THE SELLER(S) (hereinafter "Seller"):
________
Of the following address:
________
AND THE BUYER(S) (hereinafter "Buyer"):
________
Of the following address:
________
(1) RECITALS:
The Seller wishes to sell a vehicle to the Buyer, and the Buyer wishes to buy the vehicle, on the terms set out below.
(2) DEFINITIONS:
In this Agreement, the following definitions apply:
"ACL" means the Australian Consumer Law which is contained in the Competition and Consumer Act 2010 (Commonwealth).
"Agreement" means this agreement.
"Agreement Date" means the Agreement Date set out at the start of this Agreement.
"Business Day" means a day which is not a Saturday, Sunday, public holiday or bank holiday in New South Wales.
"Buyer" means ________
"Delivery Date" means ________.
"Delivery Location" means the location at which the Vehicle will be delivered to or collected by the Buyer, which is:
________
"Goods and Services Tax" means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) or any other applicable law.
"Party" means either the Buyer or the Seller.
"Parties" means the Buyer and the Seller collectively.
"Purchase Price" means the following amount: $________ (________)
"Seller" means ________
"Vehicle" means the vehicle described under the "Sale" clause of this Agreement.
(3) INTERPRETATION:
In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:
(a) Words referring to one gender include every other gender.
(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.
(c) If a word or phrase is defined in this Agreement then any grammatical variations of that word or phrase have a corresponding meaning.
(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.
(e) Any reference to time is a reference to time in New South Wales.
(f) In the event that something must be done under this Agreement on or before a particular date, if that date falls on a day which is not a business day, then that thing must be done on or before the next business day.
(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
(h) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.
(i) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.
(j) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.
(k) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.
(l) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.
(m) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.
(4) SALE:
(a) Seller hereby agrees to sell, and Buyer agrees to buy, the vehicle as described below ("Vehicle"):
Vehicle Type: Car
Make: ________
Model: ________
Year: ________
Body Type: ________
Colour: ________
Vehicle Identification Number (VIN): ________
(b) For ease of identification, one or more photographs of the Vehicle are attached to this Agreement.
(5) PRICE:
(a) The Seller hereby acknowledges receipt of the sum of $________ (________) (the "Purchase Price") in full and final payment for the Vehicle.
(b) The Seller and the Buyer each acknowledge the sufficiency of the Purchase Price as consideration.
(c) Unless otherwise expressly agreed in writing between the Parties, the Purchase Price described above is the entire sum that will be paid from the Buyer to the Seller and is inclusive of any taxes (such as Goods and Services Tax), and any other costs such as delivery costs, (but does not include stamp duty and any transfer or registration fees).
(6) STAMP DUTY AND FEES:
Unless otherwise agreed in writing between the Parties, the Buyer is responsible for payment of any stamp duty (if applicable) and any applicable transfer fees or registration fees payable to the relevant authority in connection with the sale and purchase of the Vehicle under this Agreement.
(7) CONDITIONS:
(a) It is a condition precedent to the Buyer's obligation to complete the purchase of the Vehicle described in this Agreement that on or before ________:
(I) a lender of the Buyer's choice makes a loan available to the Buyer ("the Loan").
(II) the Loan is for an amount which provides the Buyer with sufficient funds to complete the transaction described under this Agreement.
(b) In order for the Buyer to benefit from a condition set out in this clause ("Condition"), the Buyer must take all reasonable steps and must make all reasonable efforts to satisfy that Condition.
(c) A Party that is required to provide any assistance or cooperation in relation to a particular Condition, must take all reasonable steps and must make all reasonable efforts to provide that assistance or cooperation.
(d) Each Party must immediately notify the other Party if and when it satisfies a particular Condition, and if required by the other Party, must provide evidence, to the other Party's reasonable satisfaction, to confirm that the Condition has been satisfied.
(e) If a Party that benefits from a particular condition under this Agreement ("Benefiting Party") fails to satisfy or waive that condition (after having taken all reasonable steps and after having made all reasonable efforts to satisfy that condition) on or before the date set out in that condition, or if no date is set out in that condition then on or before the Delivery Date, then the Benefiting Party may terminate this Agreement by providing written notice to the other Party.
(f) In the event that a Party terminates this Agreement under this clause, the Parties will be released from their respective obligations under this Agreement and the Buyer will be entitled to a refund of any monies which the Buyer has paid under this Agreement.
(8) WARRANTIES:
(a) The Seller hereby warrants:
(I) that the Seller is the sole legal and beneficial owner of the Vehicle.
(II) that there are no legal restrictions preventing the Seller from entering this Agreement.
(III) that the Seller is duly authorised to enter into this Agreement.
(IV) that the Vehicle is free of any encumbrances or adverse interests whatsoever (whether legal, equitable or otherwise).
(V) that on or before the Delivery Date, the Seller will provide to the Buyer duly executed versions of any and all documents or forms as are required in order to transfer title in the Vehicle free of any encumbrances or adverse interests whatsoever.
(VI) that to the best of the Seller's knowledge, the Odometer Reading, listed in the "Sale" clause of this Agreement is accurate, and has not been adjusted, altered, disconnected, set back, reset or otherwise tampered with, whether by the Seller or by any other party.
(VII) that except as otherwise expressly disclosed to the Buyer, to the best of the Seller's knowledge, the Vehicle is in good operating condition and there are no defects in the Vehicle.
(b) In the event that the Vehicle has a defect in breach of a warranty under this clause ("Breach"):
(I) the Seller will:
________
(II) in order to be entitled to make a claim in relation to the Breach, the Buyer must:
________
(III) in order to claim in relation to the Breach, the Buyer must:
________
(IV) the Buyer is responsible for any expenses associated with a claim in relation to the Breach, but may claim back any expenses incurred in the following manner:
________
(V) any benefits provided to the Buyer in relation to a Breach are in addition to other rights and remedies available to the Buyer under the law.
(c) Except as otherwise required by law, the Buyer's rights in relation to a Breach will expire the following period after the Buyer takes possession of the Vehicle: ________
(d) The Seller provides no warranties except for those set out in this Agreement or as otherwise required by law.
(e) This clause will survive the termination or expiration of this Agreement.
(9) SELLER COVENANTS:
The Seller hereby covenants to defend the title of the Vehicle against any and all claims and demands raised by any other party in relation to ownership rights in the Vehicle.
(10) MANUFACTURER WARRANTY:
Nothing in this Agreement, including any disclaimer of warranties by the Seller, will affect the terms of any applicable warranties by the manufacturer of the Vehicle.
(11) TITLE AND RISK OF LOSS:
Title in the Vehicle and Risk of loss for the Vehicle will transfer from the Seller to the Buyer when the Buyer takes physical possession of the Vehicle and receives any applicable executed transfer of ownership form(s) from the Seller.
(12) LIABILITIES:
(a) For some vehicle sales, the ACL or other similar or related consumer protection laws might apply, which would give the Buyer certain rights which cannot be denied by the Seller.
(b) If the ACL applies to this Agreement, then the Buyer should take note of the following:
Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
(c) The ACL (or other similar or related consumer protection laws) may give the Buyer certain rights, warranties, guarantees and remedies regarding the provision of the Vehicle by the Seller, which cannot be excluded, modified or restricted by the Seller ("Statutory Rights").
(d) The Seller's liability to the Buyer is governed solely by the ACL (and any other similar or related consumer protection laws) and by this Agreement. To the maximum extent permitted by law, the Seller excludes all conditions and warranties implied by custom, law or statute, except for the Buyer's Statutory Rights, and any conditions or warranties expressly set out in this Agreement.
(e) The Buyer hereby agrees that the Buyer is solely responsible for evaluating the Vehicle and for determining whether the Vehicle is fit for the Buyer's purpose.
(f) The Buyer hereby agrees that the Seller is not liable for any direct, indirect, consequential or incidental loss or damage which may result from the Buyer's use of the Vehicle.
(g) When the Buyer's Statutory Rights apply, to the maximum extent possible, the Seller's liability in respect of any claim is limited to, at the Seller's option:
(I) A repair of the Vehicle; or
(II) A replacement of the Vehicle; or
(III) A refund of the Purchase Price paid by the Buyer.
(h) The Seller's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
(i) To the maximum extent permitted by law, the Seller does not assume (and does not authorise any other party to assume on the Seller's behalf) any liabilities in relation to the sale or delivery of the Vehicle.
(j) This clause will survive the termination or expiration of this Agreement.
(13) DELIVERY DETAILS:
(a) The Vehicle will be delivered from the Seller to the Buyer on the following date: ________.
(b) If the Vehicle is not delivered by ________, the Seller shall be liable to Buyer for the following late charge:
________
(c) The Vehicle will be delivered to the Buyer at the Delivery Location.
(14) TERMINATION:
(a) In the event that either Party ("the Defaulting Party") commits a material breach of any term under this Agreement ("Breach"):
(I) the Party which is not in default ("Non-Defaulting Party") may serve a notice ("Breach Notice") on the Defaulting Party, requiring the Breach to be rectified within ________ (________) Business Days; and
(II) if the Breach is not rectified within ________ (________) Business Days of the Defaulting Party having received the Breach Notice, or in the event that the Breach is not capable of being rectified;
(III) then the Non-Defaulting Party may terminate this Agreement by providing written notice to the Defaulting Party.
(b) In the event that the Buyer validly terminates this Agreement as a result of a Breach by the Seller, the Buyer will be entitled to a refund of any monies already paid by the Buyer to the Seller under this Agreement.
(c) Any termination of the Agreement under this clause shall not affect the accrued rights and liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies that either Party may be entitled to.
(d) Any part of this Agreement which is meant to continue after termination or which is meant to come into force at or after termination shall not be affected by this clause.
(15) NOTICES:
(a) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing, will be deemed validly given to the Seller if delivered to the following address:
________
(b) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Buyer if delivered to the following address:
________
(c) Either Party ("the Nominating Party") may nominate another address ("the New Address") by notifying the other Party in writing of the New Address. Any notice demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.
(d) The relevant email contact information for the Parties is as follows:
Seller:................................
Buyer:................................
(e) The relevant facsimile contact information for the Parties is as follows:
Seller:................................
Buyer:................................
(f) The relevant telephone contact information for the Parties is as follows:
Seller:................................
Buyer:................................
(16) WRITTEN COMMUNICATION:
In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:
(a) such notice is properly given if given to the other Party:
(I) by email to an email address that the other Party has nominated, acknowledged or used in connection with this Agreement.
(II) by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with this Agreement.
(III) by post to a postal address the other party has nominated, acknowledged or used in connection with this Agreement.
(b) such notice is taken to be received:
(I) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address.
(II) if sent by facsimile, at the time shown of correct and complete transmission to the recipient's facsimile number by the sending machine.
(III) if sent by prepaid post within Australia, five (5) Business Days after the date of posting.
(IV) if sent by prepaid post to or from an address outside Australia, twenty (20) Business Days after the date of posting.
(17) 2888885555 852888582 25282 885585:
(________) 5585 25522, (85885 225 252 25522828 22 2588 885582 85588 82 52225525 22 58 252 "2555522822 25522" 58 252 8222252 52858528) 525282 528228288282 85555228:
(________) 2552 252 2555522822 25522 25882 52525825258 252 22528 22 2588 825222222.
(________) 2552 252 2555522822 25522 558 555 252 22225252822 22 282582 82522225222 82258 558882 82 52852822 22 252 2522258 555528825 82 2588 825222222 525 252 2555522822 25522 558 282525:
(________) 25222 8585 82522225222 82258 558882; 25
(________) 2828225 222 22 2522 8585 82522225222 82258 558882.
(________) 2552 252 2555522822 25522 558 222 8222 8255825 22 22225 2588 825222222 82 522 52252822252822(8) 2552 82 252 22525 25522 25 82 522 2228825, 22282222, 58528225, 52222, 8222558225, 58882222, 858828825 25 22525 52252822252882 22 252 22525 25522, 258222 58 25288525 82 2588 825222222.
(________) 5588 885582 8888 8558882 252 22528252822 25 2528552822 22 2588 825222222.
(18) GENERAL PROVISIONS:
(a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales.
(b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
(c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party without the prior written consent of the other Party.
(d) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
(e) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone or otherwise limit any right, remedy or power which that Party may have.
(f) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination and/or expiration.
(g) NO WAIVER: None of the powers or rights created under the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Agreement may only be waived in writing, signed by the Party that is waiving the said power or right. No waiver of any power or right under a term of this Agreement shall constitute a waiver of any other power or right or of the same power or right on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
(h) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
(i) 585585 828552585: 52 52852822 22 252 8582282 252225 22 2588 825222222, 2588 825222222 82282825228 252 222852 525222222 8228222 252 2552828 525 8522582528 522 25825 25 822222225522258 52525825258228, 8522525 8582222 25 2558.
(j) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
(k) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances. Seller is not liable for any delivery delay or non-performance caused by labor or transportation disputes or shortage, material delays, or delays or non-performance caused by any of Seller's suppliers. If Seller is unable to perform for any reason within 30 (thirty) days after the expected date of delivery, Seller may terminate this Agreement in full and provide a complete and total refund to Buyer of any fees paid.
(l) FURTHER ACTS: Each Party must, and must ensure that its employees, agents and representatives, do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required in order to give effect to this Agreement and to the rights and obligations of the Parties created under this Agreement.
EXECUTED AS AN AGREEMENT ON THE AGREEMENT DATE.
Signed for and on behalf of ________ in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________, two of its directors:
..................................................
________, Director
..................................................
________, Director
Signed for and on behalf of ________ in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________ two of its directors:
..................................................
________, Director
..................................................
________, Director
(Attach one or more photographs of the Vehicle)
VEHICLE SALE AGREEMENT
This Vehicle Sale Agreement, hereinafter referred to as "Agreement" is dated.................................................. ("Agreement Date").
BETWEEN THE SELLER(S) (hereinafter "Seller"):
________
Of the following address:
________
AND THE BUYER(S) (hereinafter "Buyer"):
________
Of the following address:
________
(1) RECITALS:
The Seller wishes to sell a vehicle to the Buyer, and the Buyer wishes to buy the vehicle, on the terms set out below.
(2) DEFINITIONS:
In this Agreement, the following definitions apply:
"ACL" means the Australian Consumer Law which is contained in the Competition and Consumer Act 2010 (Commonwealth).
"Agreement" means this agreement.
"Agreement Date" means the Agreement Date set out at the start of this Agreement.
"Business Day" means a day which is not a Saturday, Sunday, public holiday or bank holiday in New South Wales.
"Buyer" means ________
"Delivery Date" means ________.
"Delivery Location" means the location at which the Vehicle will be delivered to or collected by the Buyer, which is:
________
"Goods and Services Tax" means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) or any other applicable law.
"Party" means either the Buyer or the Seller.
"Parties" means the Buyer and the Seller collectively.
"Purchase Price" means the following amount: $________ (________)
"Seller" means ________
"Vehicle" means the vehicle described under the "Sale" clause of this Agreement.
(3) INTERPRETATION:
In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:
(a) Words referring to one gender include every other gender.
(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.
(c) If a word or phrase is defined in this Agreement then any grammatical variations of that word or phrase have a corresponding meaning.
(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.
(e) Any reference to time is a reference to time in New South Wales.
(f) In the event that something must be done under this Agreement on or before a particular date, if that date falls on a day which is not a business day, then that thing must be done on or before the next business day.
(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
(h) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.
(i) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.
(j) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.
(k) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.
(l) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.
(m) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.
(4) SALE:
(a) Seller hereby agrees to sell, and Buyer agrees to buy, the vehicle as described below ("Vehicle"):
Vehicle Type: Car
Make: ________
Model: ________
Year: ________
Body Type: ________
Colour: ________
Vehicle Identification Number (VIN): ________
(b) For ease of identification, one or more photographs of the Vehicle are attached to this Agreement.
(5) PRICE:
(a) The Seller hereby acknowledges receipt of the sum of $________ (________) (the "Purchase Price") in full and final payment for the Vehicle.
(b) The Seller and the Buyer each acknowledge the sufficiency of the Purchase Price as consideration.
(c) Unless otherwise expressly agreed in writing between the Parties, the Purchase Price described above is the entire sum that will be paid from the Buyer to the Seller and is inclusive of any taxes (such as Goods and Services Tax), and any other costs such as delivery costs, (but does not include stamp duty and any transfer or registration fees).
(6) STAMP DUTY AND FEES:
Unless otherwise agreed in writing between the Parties, the Buyer is responsible for payment of any stamp duty (if applicable) and any applicable transfer fees or registration fees payable to the relevant authority in connection with the sale and purchase of the Vehicle under this Agreement.
(7) CONDITIONS:
(a) It is a condition precedent to the Buyer's obligation to complete the purchase of the Vehicle described in this Agreement that on or before ________:
(I) a lender of the Buyer's choice makes a loan available to the Buyer ("the Loan").
(II) the Loan is for an amount which provides the Buyer with sufficient funds to complete the transaction described under this Agreement.
(b) In order for the Buyer to benefit from a condition set out in this clause ("Condition"), the Buyer must take all reasonable steps and must make all reasonable efforts to satisfy that Condition.
(c) A Party that is required to provide any assistance or cooperation in relation to a particular Condition, must take all reasonable steps and must make all reasonable efforts to provide that assistance or cooperation.
(d) Each Party must immediately notify the other Party if and when it satisfies a particular Condition, and if required by the other Party, must provide evidence, to the other Party's reasonable satisfaction, to confirm that the Condition has been satisfied.
(e) If a Party that benefits from a particular condition under this Agreement ("Benefiting Party") fails to satisfy or waive that condition (after having taken all reasonable steps and after having made all reasonable efforts to satisfy that condition) on or before the date set out in that condition, or if no date is set out in that condition then on or before the Delivery Date, then the Benefiting Party may terminate this Agreement by providing written notice to the other Party.
(f) In the event that a Party terminates this Agreement under this clause, the Parties will be released from their respective obligations under this Agreement and the Buyer will be entitled to a refund of any monies which the Buyer has paid under this Agreement.
(8) WARRANTIES:
(a) The Seller hereby warrants:
(I) that the Seller is the sole legal and beneficial owner of the Vehicle.
(II) that there are no legal restrictions preventing the Seller from entering this Agreement.
(III) that the Seller is duly authorised to enter into this Agreement.
(IV) that the Vehicle is free of any encumbrances or adverse interests whatsoever (whether legal, equitable or otherwise).
(V) that on or before the Delivery Date, the Seller will provide to the Buyer duly executed versions of any and all documents or forms as are required in order to transfer title in the Vehicle free of any encumbrances or adverse interests whatsoever.
(VI) that to the best of the Seller's knowledge, the Odometer Reading, listed in the "Sale" clause of this Agreement is accurate, and has not been adjusted, altered, disconnected, set back, reset or otherwise tampered with, whether by the Seller or by any other party.
(VII) that except as otherwise expressly disclosed to the Buyer, to the best of the Seller's knowledge, the Vehicle is in good operating condition and there are no defects in the Vehicle.
(b) In the event that the Vehicle has a defect in breach of a warranty under this clause ("Breach"):
(I) the Seller will:
________
(II) in order to be entitled to make a claim in relation to the Breach, the Buyer must:
________
(III) in order to claim in relation to the Breach, the Buyer must:
________
(IV) the Buyer is responsible for any expenses associated with a claim in relation to the Breach, but may claim back any expenses incurred in the following manner:
________
(V) any benefits provided to the Buyer in relation to a Breach are in addition to other rights and remedies available to the Buyer under the law.
(c) Except as otherwise required by law, the Buyer's rights in relation to a Breach will expire the following period after the Buyer takes possession of the Vehicle: ________
(d) The Seller provides no warranties except for those set out in this Agreement or as otherwise required by law.
(e) This clause will survive the termination or expiration of this Agreement.
(9) SELLER COVENANTS:
The Seller hereby covenants to defend the title of the Vehicle against any and all claims and demands raised by any other party in relation to ownership rights in the Vehicle.
(10) MANUFACTURER WARRANTY:
Nothing in this Agreement, including any disclaimer of warranties by the Seller, will affect the terms of any applicable warranties by the manufacturer of the Vehicle.
(11) TITLE AND RISK OF LOSS:
Title in the Vehicle and Risk of loss for the Vehicle will transfer from the Seller to the Buyer when the Buyer takes physical possession of the Vehicle and receives any applicable executed transfer of ownership form(s) from the Seller.
(12) LIABILITIES:
(a) For some vehicle sales, the ACL or other similar or related consumer protection laws might apply, which would give the Buyer certain rights which cannot be denied by the Seller.
(b) If the ACL applies to this Agreement, then the Buyer should take note of the following:
Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
(c) The ACL (or other similar or related consumer protection laws) may give the Buyer certain rights, warranties, guarantees and remedies regarding the provision of the Vehicle by the Seller, which cannot be excluded, modified or restricted by the Seller ("Statutory Rights").
(d) The Seller's liability to the Buyer is governed solely by the ACL (and any other similar or related consumer protection laws) and by this Agreement. To the maximum extent permitted by law, the Seller excludes all conditions and warranties implied by custom, law or statute, except for the Buyer's Statutory Rights, and any conditions or warranties expressly set out in this Agreement.
(e) The Buyer hereby agrees that the Buyer is solely responsible for evaluating the Vehicle and for determining whether the Vehicle is fit for the Buyer's purpose.
(f) The Buyer hereby agrees that the Seller is not liable for any direct, indirect, consequential or incidental loss or damage which may result from the Buyer's use of the Vehicle.
(g) When the Buyer's Statutory Rights apply, to the maximum extent possible, the Seller's liability in respect of any claim is limited to, at the Seller's option:
(I) A repair of the Vehicle; or
(II) A replacement of the Vehicle; or
(III) A refund of the Purchase Price paid by the Buyer.
(h) The Seller's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
(i) To the maximum extent permitted by law, the Seller does not assume (and does not authorise any other party to assume on the Seller's behalf) any liabilities in relation to the sale or delivery of the Vehicle.
(j) This clause will survive the termination or expiration of this Agreement.
(13) DELIVERY DETAILS:
(a) The Vehicle will be delivered from the Seller to the Buyer on the following date: ________.
(b) If the Vehicle is not delivered by ________, the Seller shall be liable to Buyer for the following late charge:
________
(c) The Vehicle will be delivered to the Buyer at the Delivery Location.
(14) TERMINATION:
(a) In the event that either Party ("the Defaulting Party") commits a material breach of any term under this Agreement ("Breach"):
(I) the Party which is not in default ("Non-Defaulting Party") may serve a notice ("Breach Notice") on the Defaulting Party, requiring the Breach to be rectified within ________ (________) Business Days; and
(II) if the Breach is not rectified within ________ (________) Business Days of the Defaulting Party having received the Breach Notice, or in the event that the Breach is not capable of being rectified;
(III) then the Non-Defaulting Party may terminate this Agreement by providing written notice to the Defaulting Party.
(b) In the event that the Buyer validly terminates this Agreement as a result of a Breach by the Seller, the Buyer will be entitled to a refund of any monies already paid by the Buyer to the Seller under this Agreement.
(c) Any termination of the Agreement under this clause shall not affect the accrued rights and liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies that either Party may be entitled to.
(d) Any part of this Agreement which is meant to continue after termination or which is meant to come into force at or after termination shall not be affected by this clause.
(15) NOTICES:
(a) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing, will be deemed validly given to the Seller if delivered to the following address:
________
(b) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Buyer if delivered to the following address:
________
(c) Either Party ("the Nominating Party") may nominate another address ("the New Address") by notifying the other Party in writing of the New Address. Any notice demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.
(d) The relevant email contact information for the Parties is as follows:
Seller:................................
Buyer:................................
(e) The relevant facsimile contact information for the Parties is as follows:
Seller:................................
Buyer:................................
(f) The relevant telephone contact information for the Parties is as follows:
Seller:................................
Buyer:................................
(16) WRITTEN COMMUNICATION:
In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:
(a) such notice is properly given if given to the other Party:
(I) by email to an email address that the other Party has nominated, acknowledged or used in connection with this Agreement.
(II) by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with this Agreement.
(III) by post to a postal address the other party has nominated, acknowledged or used in connection with this Agreement.
(b) such notice is taken to be received:
(I) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address.
(II) if sent by facsimile, at the time shown of correct and complete transmission to the recipient's facsimile number by the sending machine.
(III) if sent by prepaid post within Australia, five (5) Business Days after the date of posting.
(IV) if sent by prepaid post to or from an address outside Australia, twenty (20) Business Days after the date of posting.
(17) 2888885555 852888582 25282 885585:
(________) 5585 25522, (85885 225 252 25522828 22 2588 885582 85588 82 52225525 22 58 252 "2555522822 25522" 58 252 8222252 52858528) 525282 528228288282 85555228:
(________) 2552 252 2555522822 25522 25882 52525825258 252 22528 22 2588 825222222.
(________) 2552 252 2555522822 25522 558 555 252 22225252822 22 282582 82522225222 82258 558882 82 52852822 22 252 2522258 555528825 82 2588 825222222 525 252 2555522822 25522 558 282525:
(________) 25222 8585 82522225222 82258 558882; 25
(________) 2828225 222 22 2522 8585 82522225222 82258 558882.
(________) 2552 252 2555522822 25522 558 222 8222 8255825 22 22225 2588 825222222 82 522 52252822252822(8) 2552 82 252 22525 25522 25 82 522 2228825, 22282222, 58528225, 52222, 8222558225, 58882222, 858828825 25 22525 52252822252882 22 252 22525 25522, 258222 58 25288525 82 2588 825222222.
(________) 5588 885582 8888 8558882 252 22528252822 25 2528552822 22 2588 825222222.
(18) GENERAL PROVISIONS:
(a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales.
(b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
(c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party without the prior written consent of the other Party.
(d) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
(e) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone or otherwise limit any right, remedy or power which that Party may have.
(f) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination and/or expiration.
(g) NO WAIVER: None of the powers or rights created under the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Agreement may only be waived in writing, signed by the Party that is waiving the said power or right. No waiver of any power or right under a term of this Agreement shall constitute a waiver of any other power or right or of the same power or right on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
(h) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
(i) 585585 828552585: 52 52852822 22 252 8582282 252225 22 2588 825222222, 2588 825222222 82282825228 252 222852 525222222 8228222 252 2552828 525 8522582528 522 25825 25 822222225522258 52525825258228, 8522525 8582222 25 2558.
(j) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
(k) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances. Seller is not liable for any delivery delay or non-performance caused by labor or transportation disputes or shortage, material delays, or delays or non-performance caused by any of Seller's suppliers. If Seller is unable to perform for any reason within 30 (thirty) days after the expected date of delivery, Seller may terminate this Agreement in full and provide a complete and total refund to Buyer of any fees paid.
(l) FURTHER ACTS: Each Party must, and must ensure that its employees, agents and representatives, do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required in order to give effect to this Agreement and to the rights and obligations of the Parties created under this Agreement.
EXECUTED AS AN AGREEMENT ON THE AGREEMENT DATE.
Signed for and on behalf of ________ in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________, two of its directors:
..................................................
________, Director
..................................................
________, Director
Signed for and on behalf of ________ in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________ two of its directors:
..................................................
________, Director
..................................................
________, Director
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