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Vehicle Sale Agreement

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VEHICLE SALE AGREEMENT

This Vehicle Sale Agreement, hereinafter referred to as "Agreement" is entered into and made effective this ________ by and between the following parties:




BETWEEN THE SELLER(S) (hereinafter "Seller"):

________ (ACN ________)

Of the Following address:

________


AND THE BUYER(S) (hereinafter "Buyer"):

________ (ACN ________)

Of the following address:

________

RECITALS:

WHEREAS, Seller wishes to offer for sale a vehicle, as defined below; and

WHEREAS, Buyer wishes to buy such vehicle from Seller;

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:


(1) DEFINITIONS:

In this Agreement, the following definitions apply:

"Agreement" means 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 ________)

"Delivery Date" means ________.

"Delivery Location" means the location at which the Vehicle will be delivered to or collected by the Buyer, which is:

________

"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: $________ (________ Australian dollars)

"Seller" means ________ (ACN ________)

"Vehicle" means the vehicle described under the "Sale" clause of this Agreement.


(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 agrees to sell, and Buyer agrees to buy, the vehicle as described below ("Vehicle"):

Vehicle Type: Car

Make: ________

Model: ________

Year: ________

Body Type: ________

Colour: ________

Odometer Reading: ________ (________) kilometres

Vehicle Identification Number (VIN): ________

(b) For ease of identification, one or more photographs of the Vehicle are attached to this Agreement.


(4) PRICE:

(a) The Seller hereby acknowledges receipt of the sum of $________ (________ Australian dollars) (the "Purchase Price") in full and final payment for the Vehicle.

(b) The Seller and the Buyer each acknowledge the sufficiency of the Purchase Price as consideration.

(c) Unless otherwise expressly agreed in writing between the Parties, the Purchase Price described above is the entire sum that will be paid from the Buyer to the Seller and is inclusive of any taxes (such as Goods and Services Tax), and any other costs such as delivery costs, transfer costs or registration costs (except for stamp duty).


(5) STAMP DUTY:

Unless otherwise agreed in writing between the Parties, the Buyer is responsible for payment of any stamp duty (if applicable) in connection with the sale and purchase of the Vehicle under this Agreement.


(6) CONDITIONS:

(a) It is a condition precedent to the Purchaser's obligation to complete the purchase of the Vehicle described in this Agreement that on or before ________:

(I) a lender of the Purchaser's choice makes a loan available to the Purchaser ("the Loan").

(II) the Loan is for an amount which provides the Purchaser with sufficient funds to complete the transaction described under this Agreement.

(b) A Party that benefits from one of the conditions set out in this clause ("Condition") must take all reasonable steps and must make all reasonable efforts to satisfy that Condition.

(c) A Party that is required to provide any assistance or cooperation in relation to a particular Condition, must take all reasonable steps and must make all reasonable efforts to provide that assistance or cooperation.

(d) Each Party must immediately notify the other Party if and when it satisfies a particular Condition, and if required by the other Party, must provide evidence, to the other Party's reasonable satisfaction, to confirm that the Condition has been satisfied.

(e) If a Party that benefits from a particular Condition under this Agreement fails to satisfy or waive that Condition on or before the date set out in that condition, or if no date is set out in that Condition then on or before the Completion Date, either Party may terminate this Agreement by providing written notice to the other Party.

(f) In the event that a Party terminates this Agreement under this clause, the Parties will be released from their respective obligations under this Agreement and the Buyer will be entitled to a refund of any monies which the Buyer has paid under this Agreement.


(7) WARRANTIES:

(a) The Seller hereby warrants:

(I) that the Seller is the sole legal and beneficial owner of the Vehicle.

(II) that there are no legal restrictions preventing the Seller from entering this Agreement.

(III) that the Seller is duly authorised to enter into this Agreement.

(IV) that the Vehicle is free of any encumbrances or adverse interests whatsoever (whether legal, equitable or otherwise).

(V) that on or before the Delivery Date, the Seller will provide to the Buyer duly executed versions of any and all documents or forms as are required in order to transfer title in the Vehicle free of any encumbrances or adverse interests whatsoever.

(VI) that to the best of the Seller's knowledge, the Odometer Reading, listed in the "Sale" clause of this Agreement is accurate, and has not been adjusted, altered, disconnected, set back, reset or otherwise tampered with, whether by the Seller or by any other party.

(VII) that except as otherwise expressly disclosed to the Buyer, to the best of the Seller's knowledge, the Vehicle is in good operating condition and there are no hidden defects in the Vehicle.

(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.


(8) BUYER ACKNOWLEDGEMENT:

The Buyer hereby acknowledges that the Buyer has been given the opportunity to inspect the Vehicle or, in the alternative, to have the Vehicle inspected by a third party. Additionally, the Buyer has accepted the Vehicle in its existing condition.


(9) SELLER COVENANTS:

The Seller hereby 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, will affect the terms of any applicable warranties 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.


(12) LIABILITIES:

(a) 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.

(b) In no event will Seller's liability in relation to any cause of action or future claim exceed the Purchase Price paid by the Buyer. Buyer hereby acknowledges and agrees that except as may be otherwise expressly set out in this Agreement, Seller is not liable for any special, indirect, consequential or punitive damages, including but not limited to lost profits and/or loss of business, arising out of or relating to this Agreement in any way.

(c) To the maximum extent permitted by law, except as otherwise provided in this Agreement, Seller hereby expressly disclaims any and all warranties of quality, whether express or implied, including but not limited to any warranties of merchantability and fitness for a particular purpose. Buyer acknowledges that it is relying solely on its own investigations, inspections and/or examinations and has not been induced by the Seller or any of Seller's agents or representatives making any statements as to the quality or condition of the Vehicle.

(d) This clause will survive 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 shall be liable to Buyer for the following late charge:

________

(c) The Vehicle will be delivered to the Buyer at the Delivery Location.


(14) TERMINATION:

(a) In the event that either Party ("the Defaulting Party") commits a material breach of any term under this Agreement ("Breach"):

(I) the Party which is not in default ("Non-Defaulting Party") may serve a notice ("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 in the event that the Breach is not capable of being rectified;

then the Non-Defaulting Party may terminate this Agreement by providing written notice to the Defaulting Party.

(b) In the event that the Buyer validly terminates this Agreement as a result of a Breach by the Seller, the Buyer will be entitled to a refund of any monies already paid by the Buyer to the Seller under this Agreement.

(c) Any termination of the Agreement under this clause shall not affect the accrued rights and liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies that either Party may be entitled to.

(d) Any part of this Agreement which is meant to continue after termination or which is meant to come into force at or after termination shall not be 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, will be deemed validly given to the Seller if delivered to the following address:

________

(b) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be 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 of the New Address. Any notice demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.

(d) The relevant facsimile 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 which is 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.

(II) by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with this Agreement.

(III) 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.

(II) if sent by facsimile, at the time shown of correct and complete transmission to the recipient's facsimile number by the sending machine.

(III) if sent by prepaid post within Australia, five (5) Business Days after the date of posting.

(IV) if sent by prepaid post to or from an address outside Australia, twenty (20) Business Days after the date of posting.


(17) 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 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. 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 powers or rights created under the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Agreement may only be waived in writing, signed by the Party that is waiving the said power or right. No waiver of any power or right under a term of this Agreement shall constitute a waiver of any other power or right or of the same power or right 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) BAEAABCFEFFA: Fb cbp dfcefafcb cf fafa cb fafa Bdfaaaabf fa aafb fc aa bbabbcfaacafa, faab fafa Bdfaaaabf afff aa baaaab caabbab fc faa aafabf baaaaacfp fc fabbaf faa cfaafafaa bbabbcfaacafa dfcefafcb, cbb faa faaf cb faa Bdfaaaabf, ecffb cbb abbcfaacafa. Fb c acbff baaffbaa fc caabb fafa Bdfaaaabf ca dfcefbab aafafb, faa fbecffbffp cf bbabbcfaacaffffp cb cbp dfcefafcb cb fafa Bdfaaaabf aacff bcf cbbaaf faa ecffbffp cf abbcfaacaffffp cb faa faacfbfbd fafaa cbb dfcefafcba, aafaa aacff aa abbcfaab ca fb faa cbbabbfbd fafa cf dfcefafcb acb bcf aaab fbafbbab fb fafa Bdfaaaabf.

(I) AAFFAA BBAAAFAAF: Fb fafcffcb fc faa abaaaaf acffaf cb fafa Bdfaaaabf, fafa Bdfaaaabf acbafffbfaa faa abfffa cdfaaaabf aafaaab faa Bcfffaa cbb abdafaabaa cbp dffcf cf acbfaadcfcbacba bbbafafcbbfbda, aaafaaf affffab cf cfcf.

(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) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances. Seller is not liable for any delivery delay or non-performance caused by labor or transportation disputes or shortage, material delays, or delays or non-performance caused by any of Seller's suppliers. If Seller is unable to perform for any reason within 30 (thirty) days after the expected date of delivery, Seller may terminate this Agreement in full and provide a complete and total refund to Buyer of any fees paid.

(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 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 THIS ________



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 Vehicle)

See your document in progress

VEHICLE SALE AGREEMENT

This Vehicle Sale Agreement, hereinafter referred to as "Agreement" is entered into and made effective this ________ by and between the following parties:




BETWEEN THE SELLER(S) (hereinafter "Seller"):

________ (ACN ________)

Of the Following address:

________


AND THE BUYER(S) (hereinafter "Buyer"):

________ (ACN ________)

Of the following address:

________

RECITALS:

WHEREAS, Seller wishes to offer for sale a vehicle, as defined below; and

WHEREAS, Buyer wishes to buy such vehicle from Seller;

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:


(1) DEFINITIONS:

In this Agreement, the following definitions apply:

"Agreement" means 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 ________)

"Delivery Date" means ________.

"Delivery Location" means the location at which the Vehicle will be delivered to or collected by the Buyer, which is:

________

"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: $________ (________ Australian dollars)

"Seller" means ________ (ACN ________)

"Vehicle" means the vehicle described under the "Sale" clause of this Agreement.


(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 agrees to sell, and Buyer agrees to buy, the vehicle as described below ("Vehicle"):

Vehicle Type: Car

Make: ________

Model: ________

Year: ________

Body Type: ________

Colour: ________

Odometer Reading: ________ (________) kilometres

Vehicle Identification Number (VIN): ________

(b) For ease of identification, one or more photographs of the Vehicle are attached to this Agreement.


(4) PRICE:

(a) The Seller hereby acknowledges receipt of the sum of $________ (________ Australian dollars) (the "Purchase Price") in full and final payment for the Vehicle.

(b) The Seller and the Buyer each acknowledge the sufficiency of the Purchase Price as consideration.

(c) Unless otherwise expressly agreed in writing between the Parties, the Purchase Price described above is the entire sum that will be paid from the Buyer to the Seller and is inclusive of any taxes (such as Goods and Services Tax), and any other costs such as delivery costs, transfer costs or registration costs (except for stamp duty).


(5) STAMP DUTY:

Unless otherwise agreed in writing between the Parties, the Buyer is responsible for payment of any stamp duty (if applicable) in connection with the sale and purchase of the Vehicle under this Agreement.


(6) CONDITIONS:

(a) It is a condition precedent to the Purchaser's obligation to complete the purchase of the Vehicle described in this Agreement that on or before ________:

(I) a lender of the Purchaser's choice makes a loan available to the Purchaser ("the Loan").

(II) the Loan is for an amount which provides the Purchaser with sufficient funds to complete the transaction described under this Agreement.

(b) A Party that benefits from one of the conditions set out in this clause ("Condition") must take all reasonable steps and must make all reasonable efforts to satisfy that Condition.

(c) A Party that is required to provide any assistance or cooperation in relation to a particular Condition, must take all reasonable steps and must make all reasonable efforts to provide that assistance or cooperation.

(d) Each Party must immediately notify the other Party if and when it satisfies a particular Condition, and if required by the other Party, must provide evidence, to the other Party's reasonable satisfaction, to confirm that the Condition has been satisfied.

(e) If a Party that benefits from a particular Condition under this Agreement fails to satisfy or waive that Condition on or before the date set out in that condition, or if no date is set out in that Condition then on or before the Completion Date, either Party may terminate this Agreement by providing written notice to the other Party.

(f) In the event that a Party terminates this Agreement under this clause, the Parties will be released from their respective obligations under this Agreement and the Buyer will be entitled to a refund of any monies which the Buyer has paid under this Agreement.


(7) WARRANTIES:

(a) The Seller hereby warrants:

(I) that the Seller is the sole legal and beneficial owner of the Vehicle.

(II) that there are no legal restrictions preventing the Seller from entering this Agreement.

(III) that the Seller is duly authorised to enter into this Agreement.

(IV) that the Vehicle is free of any encumbrances or adverse interests whatsoever (whether legal, equitable or otherwise).

(V) that on or before the Delivery Date, the Seller will provide to the Buyer duly executed versions of any and all documents or forms as are required in order to transfer title in the Vehicle free of any encumbrances or adverse interests whatsoever.

(VI) that to the best of the Seller's knowledge, the Odometer Reading, listed in the "Sale" clause of this Agreement is accurate, and has not been adjusted, altered, disconnected, set back, reset or otherwise tampered with, whether by the Seller or by any other party.

(VII) that except as otherwise expressly disclosed to the Buyer, to the best of the Seller's knowledge, the Vehicle is in good operating condition and there are no hidden defects in the Vehicle.

(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.


(8) BUYER ACKNOWLEDGEMENT:

The Buyer hereby acknowledges that the Buyer has been given the opportunity to inspect the Vehicle or, in the alternative, to have the Vehicle inspected by a third party. Additionally, the Buyer has accepted the Vehicle in its existing condition.


(9) SELLER COVENANTS:

The Seller hereby 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, will affect the terms of any applicable warranties 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.


(12) LIABILITIES:

(a) 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.

(b) In no event will Seller's liability in relation to any cause of action or future claim exceed the Purchase Price paid by the Buyer. Buyer hereby acknowledges and agrees that except as may be otherwise expressly set out in this Agreement, Seller is not liable for any special, indirect, consequential or punitive damages, including but not limited to lost profits and/or loss of business, arising out of or relating to this Agreement in any way.

(c) To the maximum extent permitted by law, except as otherwise provided in this Agreement, Seller hereby expressly disclaims any and all warranties of quality, whether express or implied, including but not limited to any warranties of merchantability and fitness for a particular purpose. Buyer acknowledges that it is relying solely on its own investigations, inspections and/or examinations and has not been induced by the Seller or any of Seller's agents or representatives making any statements as to the quality or condition of the Vehicle.

(d) This clause will survive 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 shall be liable to Buyer for the following late charge:

________

(c) The Vehicle will be delivered to the Buyer at the Delivery Location.


(14) TERMINATION:

(a) In the event that either Party ("the Defaulting Party") commits a material breach of any term under this Agreement ("Breach"):

(I) the Party which is not in default ("Non-Defaulting Party") may serve a notice ("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 in the event that the Breach is not capable of being rectified;

then the Non-Defaulting Party may terminate this Agreement by providing written notice to the Defaulting Party.

(b) In the event that the Buyer validly terminates this Agreement as a result of a Breach by the Seller, the Buyer will be entitled to a refund of any monies already paid by the Buyer to the Seller under this Agreement.

(c) Any termination of the Agreement under this clause shall not affect the accrued rights and liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies that either Party may be entitled to.

(d) Any part of this Agreement which is meant to continue after termination or which is meant to come into force at or after termination shall not be 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, will be deemed validly given to the Seller if delivered to the following address:

________

(b) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be 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 of the New Address. Any notice demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.

(d) The relevant facsimile 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 which is 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.

(II) by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with this Agreement.

(III) 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.

(II) if sent by facsimile, at the time shown of correct and complete transmission to the recipient's facsimile number by the sending machine.

(III) if sent by prepaid post within Australia, five (5) Business Days after the date of posting.

(IV) if sent by prepaid post to or from an address outside Australia, twenty (20) Business Days after the date of posting.


(17) 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 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. 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 powers or rights created under the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Agreement may only be waived in writing, signed by the Party that is waiving the said power or right. No waiver of any power or right under a term of this Agreement shall constitute a waiver of any other power or right or of the same power or right 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) BAEAABCFEFFA: Fb cbp dfcefafcb cf fafa cb fafa Bdfaaaabf fa aafb fc aa bbabbcfaacafa, faab fafa Bdfaaaabf afff aa baaaab caabbab fc faa aafabf baaaaacfp fc fabbaf faa cfaafafaa bbabbcfaacafa dfcefafcb, cbb faa faaf cb faa Bdfaaaabf, ecffb cbb abbcfaacafa. Fb c acbff baaffbaa fc caabb fafa Bdfaaaabf ca dfcefbab aafafb, faa fbecffbffp cf bbabbcfaacaffffp cb cbp dfcefafcb cb fafa Bdfaaaabf aacff bcf cbbaaf faa ecffbffp cf abbcfaacaffffp cb faa faacfbfbd fafaa cbb dfcefafcba, aafaa aacff aa abbcfaab ca fb faa cbbabbfbd fafa cf dfcefafcb acb bcf aaab fbafbbab fb fafa Bdfaaaabf.

(I) AAFFAA BBAAAFAAF: Fb fafcffcb fc faa abaaaaf acffaf cb fafa Bdfaaaabf, fafa Bdfaaaabf acbafffbfaa faa abfffa cdfaaaabf aafaaab faa Bcfffaa cbb abdafaabaa cbp dffcf cf acbfaadcfcbacba bbbafafcbbfbda, aaafaaf affffab cf cfcf.

(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) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances. Seller is not liable for any delivery delay or non-performance caused by labor or transportation disputes or shortage, material delays, or delays or non-performance caused by any of Seller's suppliers. If Seller is unable to perform for any reason within 30 (thirty) days after the expected date of delivery, Seller may terminate this Agreement in full and provide a complete and total refund to Buyer of any fees paid.

(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 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 THIS ________



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 Vehicle)