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Sell And Buy Agreement for the United Kingdom

Sell And Buy Agreement Template for England and Wales

A Sell and Buy Agreement under English and Welsh law is a legally binding contract that documents the terms and conditions for the sale and purchase of goods or assets between parties. It includes detailed provisions regarding the purchase price, payment terms, warranties, representations, and completion mechanics. The agreement is governed by various statutes including the Sale of Goods Act 1979 and related legislation, providing a framework for both parties' rights and obligations throughout the transaction.

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Sell And Buy Agreement

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What is a Sell And Buy Agreement?

A Sell and Buy Agreement is essential for any transaction involving the transfer of goods or assets from one party to another. This contract type is commonly used in England and Wales to protect both parties' interests by clearly defining the terms of sale, including price, payment conditions, warranties, and completion requirements. It's particularly important for high-value transactions or where complex assets are involved, ensuring compliance with relevant legislation such as the Sale of Goods Act 1979 and providing clear remedies in case of breach.

What sections should be included in a Sell And Buy Agreement?

1. Parties: Details of buyer and seller, including registered addresses

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transaction

5. Price and Payment: Purchase price, payment terms, and method

6. Completion: Timing and mechanics of completion

7. Warranties: Standard warranties regarding goods/assets

What sections are optional to include in a Sell And Buy Agreement?

1. Conditions Precedent: Conditions that must be met before completion - used for complex transactions with pre-completion requirements

2. Due Diligence: Buyer's right to investigate the assets - used for high-value or complex asset sales

3. Post-Completion Obligations: Ongoing obligations after completion - used when parties have continuing obligations

What schedules should be included in a Sell And Buy Agreement?

1. Asset Schedule: Detailed list of assets being sold

2. Form of Transfer: Template documents for transferring title

3. Warranties Schedule: Detailed warranties given by seller

4. Disclosure Schedule: Seller's disclosures against warranties

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 | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Document Type

Contract to Sell

Cost

Free to use
Relevant legal definitions



























Clauses






























Industries

Sale of Goods Act 1979: Primary legislation governing contracts for the sale of goods, defining fundamental rights and obligations of buyers and sellers, including implied terms about quality and fitness for purpose

Supply of Goods and Services Act 1982: Legislation applicable when services are provided alongside goods in the sale agreement, establishing standards for service provision

Consumer Rights Act 2015: Key legislation providing additional protections when one party is a consumer rather than a business entity

Misrepresentation Act 1967: Governs false or misleading statements made during contract negotiations and provides remedies for misrepresentation

Unfair Contract Terms Act 1977: Controls the use and enforceability of exclusion and limitation clauses in contracts

Companies Act 2006: Relevant for corporate parties, particularly regarding authority to enter into contracts and execution requirements

Value Added Tax Act 1994: Governs VAT implications of the sale, including requirements for tax treatment and documentation

Data Protection Act 2018: Regulates the handling of personal data that may be involved in the transaction, incorporating UK GDPR requirements

Money Laundering Regulations 2017: Sets out requirements for due diligence and anti-money laundering procedures in significant transactions

Limitation Act 1980: Establishes time limits for bringing legal actions relating to the contract and its enforcement

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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