Buy Sell Contract for Australia

Buy Sell Contract Template for Australia

This comprehensive Buy-Sell Contract Template is designed for use in Australian jurisdictions, incorporating all essential elements required under Australian contract and consumer law. The template provides a structured framework for documenting sale transactions, whether for goods, assets, or business components, while ensuring compliance with relevant federal and state legislation. It includes provisions for GST, transfer of title, warranties, and risk allocation, with flexibility to accommodate both B2B and B2C transactions across various industries. The document incorporates current Australian legal requirements and commercial practices, with specific attention to Competition and Consumer Act compliance.

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What is a Buy Sell Contract?

The Buy-Sell Contract Template has been developed to meet the growing need for standardized yet customizable sale documentation in the Australian market. This template is specifically designed for use when parties need to document the sale and purchase of goods, assets, or business components in a legally compliant manner. It incorporates key requirements under Australian law, including provisions required by the Competition and Consumer Act 2010, relevant state-based Sale of Goods Acts, and other applicable legislation. The template is suitable for both simple and complex transactions, with optional clauses that can be included based on specific transaction requirements. It includes comprehensive provisions for price, payment terms, transfer of title, warranties, and risk allocation, while maintaining flexibility to accommodate various business contexts and industry-specific requirements.

What sections should be included in a Buy Sell Contract?

1. Parties: Identification and details of the buyer and seller, including ABN/ACN for businesses

2. Background: Context of the transaction and relationship between the parties

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core agreement terms including the asset/goods being sold and purchased

5. Purchase Price: Price, payment terms, and method of payment

6. Completion: Details of when and how the sale will be completed, including delivery terms

7. Seller's Obligations: Key obligations and warranties provided by the seller

8. Buyer's Obligations: Key obligations and commitments of the buyer

9. Risk and Title: When risk and title pass from seller to buyer

10. Warranties: Standard warranties relating to the goods/assets being sold

11. Default and Termination: Consequences of default and termination rights

12. Dispute Resolution: Process for resolving disputes between parties

13. General Provisions: Standard boilerplate clauses including notices, governing law, and entire agreement

What sections are optional to include in a Buy Sell Contract?

1. GST: Detailed GST provisions - required when parties are GST-registered

2. Intellectual Property: IP transfer provisions - needed when sale includes intellectual property

3. Conditions Precedent: Include when completion is subject to specific conditions being met

4. Security Interest: Required when payment is deferred or there are PPSA implications

5. Training and Support: Include when seller must provide training or transition support

6. Confidentiality: Detailed confidentiality provisions for sensitive transactions

7. Non-Competition: Required when preventing seller from competing post-sale

8. Employee Matters: Include when sale involves transfer of employees

9. Environmental Matters: Required for sales involving environmental considerations or risks

What schedules should be included in a Buy Sell Contract?

1. Asset Schedule: Detailed description of assets/goods being sold

2. Price Schedule: Breakdown of purchase price and payment terms

3. Excluded Assets: List of assets specifically excluded from the sale

4. Form of Transfer Documents: Templates for required transfer documentation

5. Due Diligence Results: Summary of due diligence findings and disclosed matters

6. Encumbrances: List of any existing encumbrances on the assets

7. Handover Checklist: List of items and tasks for completion

8. Warranties Schedule: Detailed warranties specific to the assets being sold

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

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Sales Contract

Sector

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Retail

Manufacturing

Technology

Professional Services

Agriculture

Mining

Construction

Healthcare

Education

Real Estate

Automotive

Hospitality

Transport and Logistics

Energy

Financial Services

Relevant Teams

Legal

Commercial

Procurement

Sales

Compliance

Risk Management

Operations

Finance

Business Development

Corporate Governance

Relevant Roles

Legal Counsel

Commercial Manager

Contract Manager

Business Development Manager

Procurement Manager

Sales Manager

Company Secretary

Risk Manager

Compliance Officer

Operations Manager

General Manager

Chief Financial Officer

Chief Legal Officer

Business Owner

Transaction Manager

Industries
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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