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Conditional Sale Agreement Template for Austria

A Conditional Sale Agreement under Austrian law is a specialized contract that facilitates the sale of goods while protecting the seller's interests through retention of title until full payment is received. The agreement is governed by the Austrian Civil Code (ABGB) and, where applicable, the Austrian Commercial Code (UGB) for business transactions or the Consumer Protection Act (KSchG) for consumer transactions. It details the terms of sale, payment conditions, delivery requirements, and critically, the conditional transfer of ownership. The document includes specific provisions for default scenarios, maintenance requirements during the payment period, and procedures for repossession if necessary.

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What is a Conditional Sale Agreement?

The Conditional Sale Agreement is a vital legal instrument in Austrian commercial practice, particularly used in transactions where the seller wishes to maintain security over goods until full payment is received. This document type is commonly employed in both business-to-business and business-to-consumer contexts, governed primarily by the Austrian Civil Code (ABGB) with additional requirements from the Commercial Code (UGB) or Consumer Protection Act (KSchG) depending on the parties involved. The agreement is especially relevant for high-value goods, equipment, or machinery sales where payment is made in installments. It must carefully balance the rights and obligations of both parties while ensuring compliance with Austrian mandatory laws regarding retention of title (Eigentumsvorbehalt) and security interests.

What sections should be included in a Conditional Sale Agreement?

1. Parties: Identification of the seller and buyer with full legal names, registration numbers (if applicable), and addresses

2. Background: Context of the sale and brief description of the transaction

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

4. Sale and Purchase: Core provisions describing the goods being sold and the basic agreement to sell/purchase

5. Purchase Price: Detailed description of the purchase price, payment schedule, and payment methods

6. Retention of Title: Provisions specifying that title remains with the seller until full payment is received

7. Delivery and Risk: Terms regarding delivery of goods and transfer of risk

8. Seller's Warranties: Warranties regarding the goods' condition, ownership, and compliance with specifications

9. Default and Termination: Consequences of payment default and conditions for contract termination

10. Return of Goods: Procedures for returning goods in case of default or termination

11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

What sections are optional to include in a Conditional Sale Agreement?

1. Insurance: Requirements for insurance of goods while title is retained by seller - include when high-value goods are involved

2. Security Deposit: Terms for any security deposit required - include for high-value transactions or where buyer creditworthiness is a concern

3. Maintenance and Use: Conditions for maintenance and use of goods while under retention of title - relevant for machinery or equipment sales

4. Third-Party Rights: Provisions regarding potential third-party rights or claims - important for complex assets

5. Assignment: Terms regarding assignment of rights under the agreement - include for business-to-business transactions

6. Consumer Protection Provisions: Additional provisions required by Austrian Consumer Protection Act - mandatory if buyer is a consumer

What schedules should be included in a Conditional Sale Agreement?

1. Schedule 1 - Description of Goods: Detailed technical specifications and description of the goods being sold

2. Schedule 2 - Payment Schedule: Detailed breakdown of payment installments, dates, and amounts

3. Schedule 3 - Delivery Terms: Specific delivery requirements, timelines, and locations

4. Schedule 4 - Warranty Terms: Detailed warranty conditions and claim procedures

5. Appendix A - Condition Report: Initial condition report of goods (if used/pre-owned)

6. Appendix B - Required Insurance Coverage: Specifications of required insurance coverage (if applicable)

Authors

Alex Denne

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

Jurisdiction

Austria

Document Type

Sales Agreement

Sector

Sales

Cost

Free to use

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