Agreement To Sell And Contract Of Sale Template for Malaysia

The Agreement To Sell And Contract Of Sale is a crucial legal instrument in Malaysian commerce, designed to facilitate both immediate and future sale transactions. This document is particularly useful when parties wish to combine both the initial commitment to sell and the final sale agreement in a single instrument, typically used for significant asset transfers or complex commercial transactions. It must comply with Malaysian legal requirements, including the Contracts Act 1950 and Sale of Goods Act 1957, and can be adapted for various types of assets from real estate to commercial goods. The document includes essential elements such as party details, purchase price, payment terms, warranties, and completion requirements, while also addressing risk transfer, default provisions, and dispute resolution mechanisms.

1. Parties: Identifies and provides full details of the seller and buyer, including registration numbers for companies or NRIC for individuals

2. Background: Contextual information about the transaction and the purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent ambiguity

4. Subject Matter of Sale: Detailed description of the property or goods being sold

5. Purchase Price: Specifies the agreed purchase price and any applicable taxes

6. Payment Terms: Details of payment schedule, method of payment, and any deposit requirements

7. Conditions Precedent: Conditions that must be fulfilled before the sale becomes binding

8. Completion: Terms and process for completing the sale, including timing and location

9. Seller's Representations and Warranties: Warranties about the condition, ownership, and legal status of the sale item

10. Buyer's Representations and Warranties: Warranties about the buyer's capacity and authority to enter into the agreement

11. Risk and Title: When and how risk and ownership transfer from seller to buyer

12. Default and Termination: Consequences of breach and circumstances allowing termination

13. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes

14. Execution: Signature blocks and execution requirements