Sale and Purchase Agreement Template

DATE: [DD MONTH YYYY]

PARTIES
(1) [PARTY A LEGAL NAME], company number [NUMBER], whose registered office is [ADDRESS] (Party A); and
(2) [PARTY B LEGAL NAME], company number [NUMBER], whose registered office is [ADDRESS] (Party B).

Each signatory confirms authority to bind the relevant party.

1. SALE AND PURCHASE
The Seller agrees to sell and the Buyer agrees to purchase the goods or assets described in Schedule 1 on these terms.

2. PRICE AND TAX
The price is [AMOUNT] [GBP / EUR / USD], plus VAT or other tax where lawfully chargeable. The Buyer shall pay [DEPOSIT] on [DATE] and the balance on [DATE / ACCEPTANCE / DELIVERY].

3. DELIVERY AND ACCEPTANCE
Delivery shall occur at [PLACE] under [INCOTERM IF RELEVANT] by [DATE]. The Buyer shall inspect promptly and give particular written notice of visible shortage or non-conformity within [NUMBER] business days.

4. TITLE AND RISK
Risk passes [ON DELIVERY / UNDER INCOTERM]. Title passes only when the Seller receives cleared payment in full [SUBJECT TO LOCAL LAW].

5. WARRANTIES
The Seller warrants that it has title, authority to sell and that the goods materially conform to Schedule 1 at delivery. All other terms are excluded only to the extent permitted by law.

6. REMEDY AND LIABILITY
For proven non-conformity the Seller shall [REPAIR / REPLACE / REFUND] within a reasonable period. Neither party excludes liability that cannot lawfully be excluded. Any negotiated cap is [AMOUNT / PERCENTAGE], excluding [AGREED EXCEPTIONS].

7. TERMINATION
A party may terminate for material breach not remedied within [NUMBER] days after notice, insolvency event or unlawful performance.

SCHEDULE 1 — GOODS / ASSETS
Description: [DETAIL]
Quantity / serial number: [DETAIL]
Condition / specification: [DETAIL]
Included documents / accessories: [DETAIL]
Price allocation: [DETAIL]

GENERAL
Notices must be sent to the addresses and emails stated in Schedule 2. Neither party may assign this agreement without written consent, except as expressly agreed. This agreement and its schedules contain the entire agreement on its subject. A variation must be signed by authorised representatives. If a provision is invalid, the remainder continues. Delay in enforcement is not a waiver. No third party has a right to enforce this agreement unless stated.

GOVERNING LAW AND DISPUTES
This agreement is governed by the law of England and Wales [CHANGE IF REQUIRED]. The courts of England and Wales have exclusive jurisdiction [OR INSERT AGREED ARBITRATION / MEDIATION PROCESS].

SIGNATURES
For Party A: [NAME / TITLE / SIGNATURE / DATE]
For Party B: [NAME / TITLE / SIGNATURE / DATE]

SCHEDULE 2 — NOTICES AND PAYMENT
Party A notice email: [EMAIL]
Party B notice email: [EMAIL]
Payment currency: [GBP / EUR / USD]
Account name: [LEGAL NAME]
Account / IBAN: [DETAILS]
SWIFT / BIC: [CODE]
Payment reference: [REFERENCE]