BILL OF SALE
This Bill of Sale, hereinafter referred to as "Agreement," is dated .................................................. ("Agreement Date").
BETWEEN THE SELLER(S) (hereinafter "Seller"):
________ (ACN..................................................)
Of the Following address:
________
AND THE BUYER(S) (hereinafter "Buyer"):
________ (ACN..................................................)
Of the following address:
________
RECITALS:
IN CONSIDERATION of the payment of the Purchase Price by the Buyer, as set out in this Agreement, the receipt of which and the sufficiency of which is hereby acknowledged, the Seller hereby sells to the Buyer a certain Good, as defined in this Agreement, on the terms set out in this Agreement.
(1) DEFINITIONS:
In this Agreement, the following definitions apply:
"ACL" means the Australian Consumer Law which is contained in the Competition and Consumer Act 2010 (Commonwealth).
"Agreement" means this agreement.
"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 New South Wales.
"Buyer" means ________ (ACN..................................................)
"Good" means the vehicle described in the "Sale" clause of this Agreement.
"Goods and Services Tax" means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the GST Law.
"GST Law" means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).
"Party" means either the Buyer or the Seller.
"Parties" means the Buyer and the Seller collectively.
"Purchase Price" means the following amount: $________ (________)
"Seller" means ________ (ACN..................................................)
(2) INTERPRETATION:
In this Agreement, unless the context otherwise requires, the following rules of interpretation shall 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 New South Wales.
(f) In the event that something must be done under this Agreement on or before a particular date, if 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 in this Agreement for convenience only and shall 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 that 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/or any person that is substituted by way of novation.
(m) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.
(3) SALE:
(a) Seller hereby sells, and Buyer hereby buys, the following vehicle (the "Good"):
Vehicle Type: ________
Make: ________
Model: ________
Colour: ________
(b) For ease of identification, one or more photographs of the Good are attached to this Agreement.
(4) PRICE:
(a) The Seller hereby acknowledges receipt of the sum of $________ (________) (the "Purchase Price") in full and final payment for the Good.
(b) The Purchase Price is inclusive of Goods and Services Tax (if applicable).
(c) The Seller and the Buyer each acknowledge the sufficiency of the Purchase Price as consideration.
(5) INVOICING & PAYMENT:
(a) The Purchase Price was paid or is being paid by the following method:
________
(b) The Seller must provide to the Buyer a valid tax invoice, in compliance with any requirements which the Australian Taxation Office may impose from time to time.
(6) WARRANTIES:
(a) The Seller hereby warrants to the Buyer:
(I) that there are no legal restrictions preventing the Seller from entering this Agreement;
(II) that the Seller is the sole legal and beneficial owner of the Good.
(III) that the Seller is duly authorised to enter into this Agreement.
(IV) that the Seller will promptly provide to the Buyer duly executed versions of any and all documents or forms as are required in order to transfer title in the Good free of any encumbrances or adverse interests whatsoever.
(V) that the Good is free of any encumbrances or adverse interests whatsoever (whether legal, equitable or otherwise).
(b) The Seller provides no warranties except for those set out in this Agreement or as otherwise required by law.
(c) This clause will survive the termination or expiration of this Agreement.
(7) SELLER COVENANTS:
The Seller hereby covenants to defend the title of the Good(s) against any and all claims and demands raised by any other party in relation to ownership rights in the Good(s).
(8) SOLD "AS IS":
Buyer and Seller each agree that the Good is being sold "as is", without any warranty of any kind, either express or implied, regarding the condition of the Good. Seller expressly disclaims any implied warranties of merchantability or of fitness for a particular purpose, except for those warranties that are expressly set out in this Agreement or as are required by law (such as in the ACL or other consumer protection laws, if applicable).
(9) BUYER ACKNOWLEDGEMENT:
The Buyer hereby acknowledges that the Buyer has been given the opportunity to inspect the Good or, in the alternative, to have the Good inspected by a third party. Additionally, the Buyer has accepted the Good in its existing condition.
(10) LIMITATION OF LIABILITY:
(a) In some cases, the Australian Consumer Law ("ACL"), or other similar or related consumer protection laws could apply, which would give the Buyer certain rights which cannot be denied by the Seller.
(b) The ACL (or other similar or related consumer protection laws) may give the Buyer certain rights, warranties, guarantees and remedies regarding the provision of goods or services by the Seller, which cannot be excluded, modified or restricted by the Seller ("Statutory Rights").
(c) To the maximum extent permitted by law, and except as otherwise expressly provided in this Agreement, the Seller excludes all conditions and warranties implied by custom, law or statute, except for the Buyer's Statutory Rights, and the Seller expressly disclaims all warranties of any kind including but not limited to implied warranties that the Good is fit for a particular purpose.
(d) The Buyer hereby agrees that the Buyer is solely responsible for evaluating the Good and for determining whether the Good is fit for the Buyer's purpose.
(e) The Buyer hereby agrees that the Seller is not liable for any direct, indirect, consequential or incidental loss or damage which may result from the Buyer's use of the the Good. For the sake of clarity, in no event will the Seller be liable for any consequential, indirect, incidental or special damages of any kind including any damages for loss of revenue, profits, interruption of business, or loss of data, even if the possibility of such loss was made known to the Seller.
(f) If the ACL or other consumer protection laws apply, and the Buyer is entitled to any Statutory Rights, then to the maximum extent possible, the Seller's liability in respect of any claim is limited to, at the Seller's option:
(I) A repair of the Good ; or
(II) A replacement of the Good ; or
(III) A refund of the Purchase Price paid by the Buyer.
(g) The Seller's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
(h) 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 Good.
(i) This clause will survive the termination or expiration of this Agreement.
(11) 55525 888 8555 82 2855:
(________) 58282 22 252 2225 525 8882 22 8288 225 252 2225 255282258 2522 252 528825 22 252 85225 5222 252852822 22 2588 825222222.
(________) 5222 252852822 22 2588 825222222 (25 52 8585 22525 2822 58 88 252528882 525225 8228222 85225 525 528825), 528825 8888 2528852 22 85225 5582 25285225 82588228 22 522 525 588 528522228 25 22528 58 552 52858525 82 25525 22 25528225 28282 82 252 2225 2522 22 522 228528552828 25 5582582 822252828 8552822825.
(12) MANUFACTURER WARRANTY:
Nothing in this Agreement, including any disclaimer of warranties by the Seller, will affect the terms of any applicable warranties by the manufacturer of the Good.
(13) WARRANTIES REGARDING LEGAL ADVICE:
(a) Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:
(I) that the Warranting Party fully understands the terms of this Agreement.
(II) that the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Agreement and the Warranting Party has either:
(A) taken such independent legal advice; or
(B) elected not to take such independent legal advice.
(III) that the Warranting Party has not been induced to enter this Agreement by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as provided in this Agreement.
(b) This clause will survive the termination or expiration of this Agreement.
(14) GENERAL PROVISIONS:
(a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales.
(b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
(c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party except with the other Party's prior written consent.
(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. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone or otherwise limit any right, remedy or power which that Party may have.
(f) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination and/or expiration.
(g) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
(h) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
(i) ENTIRE AGREEMENT: In relation to the subject matter of this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
(j) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
(k) 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 as reasonably required in order to give effect to this Agreement and to the rights and obligations of the Parties created under this Agreement.
EXECUTED AS AN AGREEMENT ON THE AGREEMENT DATE.
Signed for and on behalf of ________ (ACN ..................................................) in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________, two of its directors:
..................................................
________, Director
..................................................
________, Director
Signed for and on behalf of ________ (ACN ..................................................) in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________ two of its directors:
..................................................
________, Director
..................................................
________, Director
(Attach one or more photographs of the Good )
BILL OF SALE
This Bill of Sale, hereinafter referred to as "Agreement," is dated .................................................. ("Agreement Date").
BETWEEN THE SELLER(S) (hereinafter "Seller"):
________ (ACN..................................................)
Of the Following address:
________
AND THE BUYER(S) (hereinafter "Buyer"):
________ (ACN..................................................)
Of the following address:
________
RECITALS:
IN CONSIDERATION of the payment of the Purchase Price by the Buyer, as set out in this Agreement, the receipt of which and the sufficiency of which is hereby acknowledged, the Seller hereby sells to the Buyer a certain Good, as defined in this Agreement, on the terms set out in this Agreement.
(1) DEFINITIONS:
In this Agreement, the following definitions apply:
"ACL" means the Australian Consumer Law which is contained in the Competition and Consumer Act 2010 (Commonwealth).
"Agreement" means this agreement.
"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 New South Wales.
"Buyer" means ________ (ACN..................................................)
"Good" means the vehicle described in the "Sale" clause of this Agreement.
"Goods and Services Tax" means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the GST Law.
"GST Law" means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).
"Party" means either the Buyer or the Seller.
"Parties" means the Buyer and the Seller collectively.
"Purchase Price" means the following amount: $________ (________)
"Seller" means ________ (ACN..................................................)
(2) INTERPRETATION:
In this Agreement, unless the context otherwise requires, the following rules of interpretation shall 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 New South Wales.
(f) In the event that something must be done under this Agreement on or before a particular date, if 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 in this Agreement for convenience only and shall 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 that 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/or any person that is substituted by way of novation.
(m) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.
(3) SALE:
(a) Seller hereby sells, and Buyer hereby buys, the following vehicle (the "Good"):
Vehicle Type: ________
Make: ________
Model: ________
Colour: ________
(b) For ease of identification, one or more photographs of the Good are attached to this Agreement.
(4) PRICE:
(a) The Seller hereby acknowledges receipt of the sum of $________ (________) (the "Purchase Price") in full and final payment for the Good.
(b) The Purchase Price is inclusive of Goods and Services Tax (if applicable).
(c) The Seller and the Buyer each acknowledge the sufficiency of the Purchase Price as consideration.
(5) INVOICING & PAYMENT:
(a) The Purchase Price was paid or is being paid by the following method:
________
(b) The Seller must provide to the Buyer a valid tax invoice, in compliance with any requirements which the Australian Taxation Office may impose from time to time.
(6) WARRANTIES:
(a) The Seller hereby warrants to the Buyer:
(I) that there are no legal restrictions preventing the Seller from entering this Agreement;
(II) that the Seller is the sole legal and beneficial owner of the Good.
(III) that the Seller is duly authorised to enter into this Agreement.
(IV) that the Seller will promptly provide to the Buyer duly executed versions of any and all documents or forms as are required in order to transfer title in the Good free of any encumbrances or adverse interests whatsoever.
(V) that the Good is free of any encumbrances or adverse interests whatsoever (whether legal, equitable or otherwise).
(b) The Seller provides no warranties except for those set out in this Agreement or as otherwise required by law.
(c) This clause will survive the termination or expiration of this Agreement.
(7) SELLER COVENANTS:
The Seller hereby covenants to defend the title of the Good(s) against any and all claims and demands raised by any other party in relation to ownership rights in the Good(s).
(8) SOLD "AS IS":
Buyer and Seller each agree that the Good is being sold "as is", without any warranty of any kind, either express or implied, regarding the condition of the Good. Seller expressly disclaims any implied warranties of merchantability or of fitness for a particular purpose, except for those warranties that are expressly set out in this Agreement or as are required by law (such as in the ACL or other consumer protection laws, if applicable).
(9) BUYER ACKNOWLEDGEMENT:
The Buyer hereby acknowledges that the Buyer has been given the opportunity to inspect the Good or, in the alternative, to have the Good inspected by a third party. Additionally, the Buyer has accepted the Good in its existing condition.
(10) LIMITATION OF LIABILITY:
(a) In some cases, the Australian Consumer Law ("ACL"), or other similar or related consumer protection laws could apply, which would give the Buyer certain rights which cannot be denied by the Seller.
(b) The ACL (or other similar or related consumer protection laws) may give the Buyer certain rights, warranties, guarantees and remedies regarding the provision of goods or services by the Seller, which cannot be excluded, modified or restricted by the Seller ("Statutory Rights").
(c) To the maximum extent permitted by law, and except as otherwise expressly provided in this Agreement, the Seller excludes all conditions and warranties implied by custom, law or statute, except for the Buyer's Statutory Rights, and the Seller expressly disclaims all warranties of any kind including but not limited to implied warranties that the Good is fit for a particular purpose.
(d) The Buyer hereby agrees that the Buyer is solely responsible for evaluating the Good and for determining whether the Good is fit for the Buyer's purpose.
(e) The Buyer hereby agrees that the Seller is not liable for any direct, indirect, consequential or incidental loss or damage which may result from the Buyer's use of the the Good. For the sake of clarity, in no event will the Seller be liable for any consequential, indirect, incidental or special damages of any kind including any damages for loss of revenue, profits, interruption of business, or loss of data, even if the possibility of such loss was made known to the Seller.
(f) If the ACL or other consumer protection laws apply, and the Buyer is entitled to any Statutory Rights, then to the maximum extent possible, the Seller's liability in respect of any claim is limited to, at the Seller's option:
(I) A repair of the Good ; or
(II) A replacement of the Good ; or
(III) A refund of the Purchase Price paid by the Buyer.
(g) The Seller's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
(h) 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 Good.
(i) This clause will survive the termination or expiration of this Agreement.
(11) 55525 888 8555 82 2855:
(________) 58282 22 252 2225 525 8882 22 8288 225 252 2225 255282258 2522 252 528825 22 252 85225 5222 252852822 22 2588 825222222.
(________) 5222 252852822 22 2588 825222222 (25 52 8585 22525 2822 58 88 252528882 525225 8228222 85225 525 528825), 528825 8888 2528852 22 85225 5582 25285225 82588228 22 522 525 588 528522228 25 22528 58 552 52858525 82 25525 22 25528225 28282 82 252 2225 2522 22 522 228528552828 25 5582582 822252828 8552822825.
(12) MANUFACTURER WARRANTY:
Nothing in this Agreement, including any disclaimer of warranties by the Seller, will affect the terms of any applicable warranties by the manufacturer of the Good.
(13) WARRANTIES REGARDING LEGAL ADVICE:
(a) Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:
(I) that the Warranting Party fully understands the terms of this Agreement.
(II) that the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Agreement and the Warranting Party has either:
(A) taken such independent legal advice; or
(B) elected not to take such independent legal advice.
(III) that the Warranting Party has not been induced to enter this Agreement by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as provided in this Agreement.
(b) This clause will survive the termination or expiration of this Agreement.
(14) GENERAL PROVISIONS:
(a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales.
(b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
(c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party except with the other Party's prior written consent.
(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. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone or otherwise limit any right, remedy or power which that Party may have.
(f) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination and/or expiration.
(g) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
(h) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
(i) ENTIRE AGREEMENT: In relation to the subject matter of this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
(j) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
(k) 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 as reasonably required in order to give effect to this Agreement and to the rights and obligations of the Parties created under this Agreement.
EXECUTED AS AN AGREEMENT ON THE AGREEMENT DATE.
Signed for and on behalf of ________ (ACN ..................................................) in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________, two of its directors:
..................................................
________, Director
..................................................
________, Director
Signed for and on behalf of ________ (ACN ..................................................) in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________ two of its directors:
..................................................
________, Director
..................................................
________, Director
(Attach one or more photographs of the Good )
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