The Buy and Sale Agreement serves as a fundamental commercial document in New Zealand business transactions, used to formalize the transfer of goods, assets, or property between parties. This agreement is essential when parties wish to document the terms of a sale transaction with legal certainty and clarity. It includes crucial elements such as detailed description of the sale items, purchase price, payment terms, conditions precedent, warranties, and risk transfer provisions. The agreement ensures compliance with New Zealand legal requirements, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and relevant tax legislation. It is particularly important for significant transactions where parties need protection beyond basic sale terms, providing a comprehensive framework for the rights and obligations of both buyer and seller.
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1. Parties: Identifies and provides full legal details of the buyer and seller, including legal names, addresses, and registration numbers for companies
2. Background: Provides context for the agreement and outlines the intention of the parties to enter into a sale and purchase transaction
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpreting the document
4. Sale and Purchase: Core section stating the fundamental agreement to sell and purchase the goods/assets
5. Purchase Price: Specifies the price, payment terms, deposit requirements, and payment method
6. GST: Addresses GST treatment of the transaction and requirements for tax invoices
7. Conditions: Lists any conditions that must be satisfied before the agreement becomes unconditional
8. Settlement: Details the settlement process, timing, and requirements for completion
9. Risk and Title: Specifies when risk and title pass from seller to buyer
10. Seller's Warranties: Lists warranties provided by the seller regarding the goods/assets
11. Buyer's Warranties: Contains warranties provided by the buyer
12. Default: Outlines consequences of default by either party
13. Notices: Specifies how formal notices under the agreement must be given
14. General Provisions: Contains standard boilerplate clauses including governing law, entire agreement, and amendments
1. Due Diligence: Include when buyer requires a due diligence period to investigate the goods/assets
2. Finance Condition: Include when the purchase is subject to the buyer obtaining finance
3. Intellectual Property: Include when the sale involves transfer of intellectual property rights
4. Employee Matters: Include when the sale involves transfer of employees or employment obligations
5. Restraint of Trade: Include when seller agrees not to compete with the business being sold
6. Transitional Services: Include when seller will provide support services post-completion
7. Earn-out Provisions: Include when part of purchase price is contingent on future performance
8. Third Party Consents: Include when the sale requires consent from third parties
1. Schedule 1 - Assets: Detailed list and description of assets being sold
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Purchase Price Allocation: Breakdown of purchase price across different asset categories
4. Schedule 4 - Warranties: Detailed warranties given by the seller
5. Schedule 5 - Encumbrances: List of any security interests or encumbrances affecting the assets
6. Schedule 6 - Contracts: List of contracts being assigned or novated
7. Appendix A - Form of Transfer Documents: Templates for documents required to transfer assets
8. Appendix B - Settlement Checklist: List of items to be delivered or completed at settlement
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Technology
Real Estate
Agriculture
Professional Services
Automotive
Construction
Mining
Healthcare
Hospitality
Transportation
Wholesale
Energy
Telecommunications
Relevant Teams
Legal
Finance
Procurement
Sales
Commercial
Operations
Risk Management
Compliance
Business Development
Property Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Commercial Director
Procurement Manager
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Risk Manager
Operations Manager
Asset Manager
Property Manager
Compliance Officer
Finance Manager
Company Secretary
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