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On Sale Agreement
"I need a Dutch On Sale Agreement for selling our manufacturing equipment to a German buyer, with delivery scheduled for March 2025; the agreement should include specific provisions for technical inspection and installment payments."
1. Parties: Identification and details of the seller and buyer, including registration numbers 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. Object of Sale: Detailed description of the goods or assets being sold
5. Purchase Price: Price, payment terms, and payment method
6. Transfer of Ownership: Terms and conditions for the transfer of title and risk
7. Delivery: Delivery terms, timing, and location
8. Warranties: Seller's warranties regarding the object of sale
9. Representations: Parties' representations regarding their capacity and authority
10. Conformity: Requirements for the goods to conform to the agreement
11. Liability: Allocation of risks and limitation of liability
12. Force Majeure: Provisions for unforeseen circumstances preventing performance
13. Termination: Grounds and procedure for termination
14. Governing Law and Jurisdiction: Confirmation of Dutch law application and competent courts
15. Signing: Execution clause and signature blocks
1. Intellectual Property: Required when the sale includes IP rights or licenses
2. Confidentiality: Needed when sensitive information is exchanged during the transaction
3. Due Diligence: Relevant for complex assets requiring investigation
4. Security: Used when payment securities or guarantees are required
5. Insurance: Relevant when specific insurance requirements apply during transfer
6. Compliance: Required when specific regulatory requirements apply
7. Tax: Needed when specific tax arrangements or implications need to be addressed
8. Assignment: Required when transfer rights need to be restricted or clarified
9. Third Party Rights: Relevant when third party rights might affect the sale
10. Post-Closing Obligations: Needed when parties have continuing obligations after closing
1. Schedule 1 - Asset Description: Detailed technical specifications or inventory of the sale object
2. Schedule 2 - Price Calculation: Detailed breakdown of the purchase price components
3. Schedule 3 - Delivery Schedule: Detailed timeline and requirements for delivery
4. Schedule 4 - Warranties: Specific warranties and their limitations
5. Schedule 5 - Encumbrances: List of any existing encumbrances on the sale object
6. Appendix A - Required Permits: Copies or lists of required permits and authorizations
7. Appendix B - Technical Documentation: Technical manuals, certificates, or documentation
8. Appendix C - Due Diligence Reports: Results of any due diligence investigations
Authors
Manufacturing
Retail
Wholesale
Technology
Real Estate
Agriculture
Automotive
Construction
Energy
Consumer Goods
Industrial Equipment
Food and Beverage
Pharmaceuticals
Electronics
Maritime
Legal
Commercial
Procurement
Sales
Finance
Operations
Supply Chain
Risk Management
Compliance
Business Development
Corporate Affairs
Legal Counsel
Commercial Director
Procurement Manager
Sales Manager
Contract Manager
Business Development Manager
Chief Financial Officer
Operations Manager
Supply Chain Manager
Risk Manager
Compliance Officer
General Counsel
Transaction Lawyer
Corporate Lawyer
Finance Director
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