tiktok���˰�

The Vendor Loan Agreement is commonly used in commercial transactions where the seller agrees to finance the buyer's purchase through a structured loan arrangement. This document type is particularly relevant in Germany, where it must comply with specific provisions of the German Civil Code (BGB) regarding both sales and loan agreements. The agreement typically arises when a buyer requires financing but prefers or needs to obtain it directly from the seller rather than through traditional bank financing. The Vendor Loan Agreement details the complete financing arrangement, including the loan amount (usually tied to the purchase price), interest rates (compliant with German usury laws), repayment schedule, security interests (if any), and enforcement mechanisms. It's particularly common in large asset sales, business acquisitions, or equipment purchases where the vendor has the financial capacity to offer financing and wants to facilitate the sale while maintaining security interests in the sold assets.

1. Parties: Identification of the Vendor/Lender and Purchaser/Borrower with full legal names and addresses

2. Background: Context of the transaction, including reference to the main sale transaction and the agreement to defer payment through vendor financing

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Loan Amount and Purpose: Specification of the loan amount, typically tied to the purchase price, and confirmation of its purpose

5. Interest: Interest rate, calculation method, and payment terms in compliance with German interest rate regulations

6. Repayment Terms: Schedule of repayments, including installment amounts, dates, and final maturity date

7. Conditions Precedent: Conditions that must be satisfied before the loan becomes effective

8. Representations and Warranties: Standard declarations by the borrower about their legal and financial status

9. Covenants: Ongoing obligations of the borrower during the loan term

10. Events of Default: Circumstances constituting default and consequences thereof

11. Payments: Payment mechanics, including account details and payment procedures

12. Taxes: Treatment of taxes and which party bears tax obligations

13. Notices: Communication procedures between parties

14. Assignment and Transfer: Rules regarding transfer of rights under the agreement

15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

16. Execution: Signature blocks and execution formalities