Vehicle Sale Agreement - Template, Sample Form Pro · AU-law
✓ Valid in Australia · drafted to comply with local law
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VEHICLE SALE AGREEMENT
This Vehicle Sale Agreement (this "Agreement") is dated ________ (the "Agreement Date").
BETWEEN THE SELLER(S) (hereinafter the "Seller"):
________ (ABN/ACN: ________)
Of the following address:
________
AND THE BUYER(S) (hereinafter the "Buyer"):
________ (ABN/ACN: ________)
Of the following address:
________
(1) RECITALS:
The Seller wishes to sell a vehicle to the Buyer, and the Buyer wishes to buy the vehicle, on the terms set out in this Agreement.
(2) DEFINITIONS:
In this Agreement, the following definitions apply:
"ACL" means the Australian Consumer Law as contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth) and, where applicable, the corresponding application law of the State or Territory named below.
"Agreement" means this agreement, together with any schedule, annexure or attachment to it.
"Agreement Date" means the Agreement Date set out at the start of this Agreement.
"Business Day" means a day which is not a Saturday, Sunday, public holiday or bank holiday in ________.
"Buyer" means ________.
"Delivery Date" means ________.
"Delivery Location" means the location at which the Vehicle will be delivered to or collected by the Buyer, which is:
________
"GST" means Goods and Services Tax imposed on a supply of goods or services in Australia pursuant to the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or any other applicable law.
"Party" means either the Buyer or the Seller, and "Parties" means the Buyer and the Seller collectively.
"PPSA" means the Personal Property Securities Act 2009 (Cth).
"Purchase Price" means $________ (________).
"Seller" means ________.
"Vehicle" means the vehicle described under the "Sale" clause of this Agreement.
(3) INTERPRETATION:
In this Agreement, unless the context otherwise requires, the following rules of interpretation apply:
(a) Words referring to one gender include every other gender.
(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.
(c) If a word or phrase is defined in this Agreement, then any grammatical variations of that word or phrase have a corresponding meaning.
(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.
(e) Any reference to time is a reference to time in ________.
(f) If something must be done under this Agreement on or before a particular date, and that date falls on a day which is not a Business Day, then that thing must be done on or before the next Business Day.
(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
(h) Headings and titles are included for convenience only and do not affect the interpretation of this Agreement.
(i) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.
(j) A reference to legislation or any part or provision of legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.
(k) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.
(l) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and any person substituted by way of novation.
(m) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.
(4) SALE:
(a) The Seller agrees to sell, and the Buyer agrees to buy, the vehicle described below (the "Vehicle"):
Vehicle Type: ________
Make: ________
Model: ________
Year: ________
Body Type: ________
Colour: ________
Vehicle Identification Number (VIN): ________
Engine Number: ________
Registration Number: ________
Odometer Reading: ________
(b) For ease of identification, one or more photographs of the Vehicle may be attached to this Agreement.
(5) PRICE:
(a) The Buyer must pay to the Seller the sum of $________ (________) (the "Purchase Price") as full and final payment for the Vehicle, payable by ________ on or before ________.
(b) Each Party acknowledges the sufficiency of the Purchase Price as consideration.
(c) Unless otherwise expressly agreed in writing between the Parties, the Purchase Price is the entire sum payable from the Buyer to the Seller and is inclusive of any taxes (such as GST) and any other costs such as delivery costs, but does not include stamp duty or any transfer or registration fees.
(6) STAMP DUTY AND FEES:
Unless otherwise agreed in writing between the Parties, the Buyer is responsible for payment of any stamp duty (if applicable) and any applicable transfer fees or registration fees payable to the relevant authority in connection with the sale and purchase of the Vehicle under this Agreement.
(7) FINANCE CONDITION:
(a) Where this clause is expressed to apply, it is a condition precedent to the Buyer's obligation to complete the purchase of the Vehicle that, on or before ________:
(I) a lender of the Buyer's choice makes a loan available to the Buyer (the "Loan"); and
(II) the Loan is for an amount which provides the Buyer with sufficient funds to complete the transaction under this Agreement.
(b) In order to benefit from a condition set out in this clause (a "Condition"), the Buyer must take all reasonable steps and make all reasonable efforts to satisfy that Condition.
(c) A Party required to provide any assistance or cooperation in relation to a particular Condition must take all reasonable steps and make all reasonable efforts to provide that assistance or cooperation.
(d) Each Party must immediately notify the other Party when it satisfies a particular Condition and, if required, provide evidence to the other Party's reasonable satisfaction that the Condition has been satisfied.
(e) If the Party benefiting from a Condition (the "Benefiting Party") fails to satisfy or waive that Condition (after taking all reasonable steps and making all reasonable efforts) on or before the date set out in it, or if no date is set out, on or before the Delivery Date, then the Benefiting Party may terminate this Agreement by written notice to the other Party.
(f) If a Party terminates this Agreement under this clause, the Parties are released from their respective obligations under this Agreement and the Buyer is entitled to a refund of any monies the Buyer has paid under this Agreement.
(8) WARRANTIES:
(a) The Seller warrants that:
(b) If the Vehicle has a defect in breach of a warranty under this clause (a "Breach"):
(I) the Seller will:
________
(II) in order to be entitled to make a claim in relation to the Breach, the Buyer must:
________
(III) in order to claim in relation to the Breach, the Buyer must:
________
(IV) the Buyer is responsible for any expenses associated with a claim in relation to the Breach, but may claim back any expenses incurred in the following manner:
________
(V) any benefits provided to the Buyer in relation to a Breach are in addition to the Buyer's other rights and remedies available under the law, including under the ACL.
(c) Except as otherwise required by law (including the ACL), the Buyer's rights in relation to a Breach will expire the following period after the Buyer takes possession of the Vehicle: ________.
(d) The Seller provides no warranties except for those set out in this Agreement or as otherwise required by law.
(e) This clause survives the termination or expiration of this Agreement.
(9) SELLER COVENANTS:
The Seller covenants to defend the title of the Vehicle against any and all claims and demands raised by any other party in relation to ownership rights in the Vehicle.
(10) MANUFACTURER WARRANTY:
Nothing in this Agreement, including any disclaimer of warranties by the Seller, affects the terms of any applicable warranty given by the manufacturer of the Vehicle.
(11) TITLE AND RISK OF LOSS:
Title in the Vehicle and risk of loss for the Vehicle will transfer from the Seller to the Buyer when the Buyer takes physical possession of the Vehicle and receives any applicable executed transfer of ownership form(s) from the Seller.
(12) AUSTRALIAN CONSUMER LAW AND LIABILITY:
(a) Where the Buyer acquires the Vehicle as a "consumer" within the meaning of the ACL, the Vehicle may come with consumer guarantees under the ACL that cannot be excluded.
(b) Where the ACL applies, the Buyer's attention is drawn to the following mandatory text:
Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
(c) The ACL (or other similar or related consumer protection laws) may give the Buyer certain rights, guarantees and remedies regarding the supply of the Vehicle which cannot be excluded, modified or restricted by the Seller (the "Statutory Rights"). Nothing in this Agreement excludes, restricts or modifies any Statutory Right.
(d) Subject to the Buyer's Statutory Rights, and to the maximum extent permitted by law, the Seller excludes all conditions, warranties and guarantees implied by custom, law or statute, except for those expressly set out in this Agreement.
(e) Except to the extent the Buyer relies on a Statutory Right, the Buyer is solely responsible for evaluating the Vehicle and for determining whether the Vehicle is fit for the Buyer's purpose.
(f) To the maximum extent permitted by law, and subject to the Buyer's Statutory Rights, the Seller is not liable for any indirect, consequential or incidental loss or damage which may result from the Buyer's use of the Vehicle.
(g) Where permitted by law, and to the extent the failure does not relate to a Statutory Right which cannot be so limited, the Seller's liability in respect of any claim for a failure to comply with a consumer guarantee in relation to goods is limited, at the Seller's option, to:
(I) repair of the Vehicle; or
(II) replacement of the Vehicle; or
(III) refund of the Purchase Price paid by the Buyer.
(h) The Seller's failure to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision.
(i) To the maximum extent permitted by law, the Seller does not assume (and does not authorise any other party to assume on the Seller's behalf) any liabilities in relation to the sale or delivery of the Vehicle other than as set out in this Agreement or as required by law.
(j) This clause survives the termination or expiration of this Agreement.
(13) DELIVERY DETAILS:
(a) The Vehicle will be delivered from the Seller to the Buyer on the following date: ________.
(b) If the Vehicle is not delivered by ________, the Seller is liable to the Buyer for the following late charge:
________
(c) The Vehicle will be delivered to the Buyer at the Delivery Location.
(14) TERMINATION:
(a) If either Party (the "Defaulting Party") commits a material breach of any term of this Agreement (a "Breach"):
(I) the Party not in default (the "Non-Defaulting Party") may serve a notice (the "Breach Notice") on the Defaulting Party requiring the Breach to be rectified within ________ Business Days; and
(II) if the Breach is not rectified within ________ Business Days of the Defaulting Party having received the Breach Notice, or if the Breach is not capable of being rectified;
(III) then the Non-Defaulting Party may terminate this Agreement by written notice to the Defaulting Party.
(b) If the Buyer validly terminates this Agreement as a result of a Breach by the Seller, the Buyer is entitled to a refund of any monies already paid by the Buyer to the Seller under this Agreement.
(c) Termination under this clause does not affect the accrued rights and liabilities of either Party under this Agreement or at law, and is without prejudice to any rights or remedies to which either Party may be entitled.
(d) Any part of this Agreement intended to continue after, or to come into force at or after, termination is not affected by this clause.
(15) NOTICES:
(a) Any notice, demand, request or other correspondence in relation to this Agreement which is required or permitted to be given in writing is deemed validly given to the Seller if delivered to the following address:
________
(b) Any such notice is deemed validly given to the Buyer if delivered to the following address:
________
(c) Either Party (the "Nominating Party") may nominate another address (the "New Address") by notifying the other Party in writing. After nomination of the New Address, any such notice is deemed validly given if delivered to the Nominating Party at the New Address.
(d) The relevant email contact information for the Parties is as follows:
Seller: ________
Buyer: ________
(e) The relevant telephone contact information for the Parties is as follows:
Seller: ________
Buyer: ________
(16) WRITTEN COMMUNICATION:
In relation to any correspondence or notification required under this Agreement to be provided in writing from one Party to the other Party:
(a) such notice is properly given if given to the other Party:
(I) by email to an email address that the other Party has nominated, acknowledged or used in connection with this Agreement; or
(II) by post to a postal address the other Party has nominated, acknowledged or used in connection with this Agreement.
(b) such notice is taken to be received:
(I) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address, unless the sender receives an automated message that the email has not been delivered;
(II) if sent by prepaid post within Australia, five (5) Business Days after the date of posting; and
(III) if sent by prepaid post to or from an address outside Australia, twenty (20) Business Days after the date of posting,
provided that if a notice is taken to be received on a day that is not a Business Day, or after 5:00pm on a Business Day, it is taken to be received at 9:00am on the next Business Day.
(17) ENTIRE AGREEMENT:
(a) This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior negotiations, representations, understandings and agreements, whether written or oral, between the Parties in relation to that subject matter.
(b) Each Party acknowledges that, in entering into this Agreement, it has not relied on any representation, warranty, promise or statement made by or on behalf of the other Party which is not expressly set out in this Agreement.
(c) Nothing in this clause operates to limit or exclude any liability for fraud or fraudulent misrepresentation, or any liability that cannot be excluded under the ACL or other applicable law.
(d) No terms or conditions other than those set out in this Agreement, and no agreement or understanding modifying or varying the terms of this Agreement, will be binding on either Party unless made in writing and signed by both Parties.
(e) Each Party has had the opportunity to obtain independent legal advice in relation to the terms of this Agreement prior to entering into it.
(f) The Parties acknowledge that they have read and understood the terms of this Agreement and agree to be bound by them.
(g) In the event of any inconsistency between the terms in the body of this Agreement and any schedule, annexure or attachment, the terms in the body of this Agreement prevail to the extent of the inconsistency.
(18) GENERAL PROVISIONS:
(a) GOVERNING LAW: This Agreement is governed by the laws of ________ and any applicable Commonwealth law. Each Party submits to the non-exclusive jurisdiction of the courts of ________ and the courts competent to hear appeals from them.
(b) LANGUAGE: All communications made or notices given pursuant to this Agreement must be in the English language.
(c) ASSIGNMENT: This Agreement, and the rights granted under it, may not be assigned, sold, leased or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.
(d) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
(e) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have, and nothing in this Agreement reduces, extinguishes, postpones or otherwise limits any such right, remedy or power.
(f) SURVIVAL OF OBLIGATIONS: On termination or expiration of this Agreement, any provisions which by their nature would be expected to survive remain in full force and effect, including any provisions explicitly stated to survive termination or expiration.
(g) NO WAIVER: No power or right under this Agreement is deemed waived by any act or acquiescence of either Party. A power or right may only be waived in writing, signed by the Party waiving it. No waiver of any power or right constitutes a waiver of any other power or right or of the same power or right on a future date. Failure to enforce any term does not constitute a waiver of that or any other term.
(h) SEVERABILITY: If any provision of this Agreement is held to be unenforceable, this Agreement is deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of this Agreement, valid and enforceable. If a court declines to so amend, the invalidity or unenforceability of any provision does not affect the validity or enforceability of the remaining terms, which are enforced as if the offending provision had not been included.
(i) RELATIONSHIP OF THE PARTIES: Nothing in this Agreement creates any partnership, joint venture, agency or relationship of employer and employee between the Parties. Neither Party has authority to act for, or to incur any obligation on behalf of, the other Party, except as expressly provided in this Agreement.
(j) COUNTERPARTS: This Agreement may be executed in counterparts (including by electronic signature and electronic exchange), all of which together constitute a single agreement. If the dates of execution differ, this Agreement is effective as of the later date of signing.
(l) FURTHER ACTS: Each Party must, and must ensure that its employees, agents and representatives do, all things and sign, execute and deliver all documents, agreements and instruments reasonably required to give effect to this Agreement and the rights and obligations created under it.
EXECUTED AS AN AGREEMENT ON THE AGREEMENT DATE.
Executed by the Seller, ________:
[Where the Seller is a company, signed in accordance with section 127(1) of the Corporations Act 2001 (Cth):]
..................................................
________, Director
..................................................
________, Director / Company Secretary
[Where the Seller is an individual, signed by the Seller in the presence of a witness:]
..................................................
Signature of Seller: ________
..................................................
Signature of Witness: ________
Witness Address: ________
Date: ________
Executed by the Buyer, ________:
[Where the Buyer is a company, signed in accordance with section 127(1) of the Corporations Act 2001 (Cth):]
..................................................
________, Director
..................................................
________, Director / Company Secretary
[Where the Buyer is an individual, signed by the Buyer in the presence of a witness:]
..................................................
Signature of Buyer: ________
..................................................
Signature of Witness: ________
Witness Address: ________
Date: ________
(Attach one or more photographs of the Vehicle)
Fields you complete are inserted into the document live. This template is general guidance only — not legal advice.