As Is Where Is Sale Agreement Template for United States

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Key Requirements PROMPT example:

As Is Where Is Sale Agreement

"I need an As Is Where Is Sale Agreement for selling used manufacturing equipment to a buyer in Texas, with specific clauses about the buyer arranging transportation and accepting all maintenance history as-is, to be completed by March 2025."

Document background
The As Is Where Is Sale Agreement is commonly used when selling assets where the seller wishes to avoid future liability for the asset's condition. This contract type is particularly relevant in the United States where sellers need protection from warranty claims and buyers must conduct due diligence before purchase. The agreement typically includes detailed asset descriptions, explicit warranty disclaimers, and clear acknowledgment from the buyer regarding the asset's condition. It's particularly useful for used equipment, distressed assets, or properties requiring renovation.
Suggested Sections

1. Parties: Identification and details of seller and buyer

2. Background: Context of the sale and brief description of the asset/property

3. Definitions: Key terms used throughout the agreement

4. Asset Description: Detailed description of the item(s) being sold in current condition

5. Purchase Price: Amount and payment terms

6. As Is Where Is Clause: Express disclaimer of warranties and condition acceptance

7. Risk Transfer: Point at which risk passes to buyer

8. Governing Law: Applicable jurisdiction and dispute resolution

Optional Sections

1. Inspection Period: Terms for buyer's inspection rights - used for high-value items or complex assets

2. Environmental Matters: Environmental disclaimers and disclosures - used for real estate or industrial equipment

3. Removal/Transportation: Terms for asset removal or transportation - used for large equipment or fixtures

4. Insurance Requirements: Insurance obligations during removal/transportation - used when removal/transportation is included

Suggested Schedules

1. Asset Schedule: Detailed inventory of items being sold

2. Photographs: Visual documentation of asset condition

3. Known Defects List: Documentation of known issues or defects

4. Inspection Report: Third-party condition assessment if available

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Uniform Commercial Code (UCC): Primary legislation governing sales of goods, including Article 2 for sales transactions, Section 2-316 for warranty disclaimers, and Section 2-312 for warranty of title

State-Specific Contract Laws: Individual state requirements for contracts, including specific consumer protection measures and state-specific requirements for disclaimers and warranties

Federal Trade Commission Rules: Federal regulations governing fair trade practices, consumer protection, and disclosure requirements in sales transactions

Consumer Protection Laws: Including Magnuson-Moss Warranty Act and state-specific consumer protection statutes, requiring specific disclosures and setting standards for consumer transactions

Product Safety Laws: Including Consumer Product Safety Act and state-specific safety requirements, mandating disclosure of safety hazards and compliance with safety standards

Property Laws: State-specific regulations governing property transfers, including real estate disclosure requirements and zoning regulations, when applicable to the sale

Environmental Laws: Federal and state environmental regulations requiring disclosure of environmental hazards and compliance with environmental standards in sales transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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