As Is Sales Agreement for Canada

As Is Sales Agreement Template for Canada

A Canadian As Is Sales Agreement is a legally binding contract used for the sale of goods where the seller transfers ownership of items in their current condition, without warranties or guarantees beyond those that cannot be legally disclaimed. This agreement, governed by Canadian federal and provincial laws, particularly the Sale of Goods Act and Consumer Protection Act, explicitly states that the buyer accepts the goods with all existing faults and defects. It includes detailed provisions for the transfer of title, risk allocation, and liability limitations, while ensuring compliance with mandatory Canadian consumer protection regulations where applicable.

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What is a As Is Sales Agreement?

The As Is Sales Agreement is commonly used in Canadian business transactions where sellers wish to dispose of goods without providing warranties or guarantees beyond those mandated by law. This document is particularly relevant for sales of used equipment, pre-owned assets, or items where the condition may not be perfect but is fully disclosed. The agreement complies with Canadian federal and provincial legislation, including the Sale of Goods Act and Consumer Protection Act, while providing clear documentation of the parties' understanding that the goods are sold in their current condition. It includes essential provisions for price, payment terms, delivery arrangements, and explicit acknowledgments from the buyer regarding the condition of the goods. This type of agreement is especially useful in commercial transactions between businesses, though it can also be used in consumer transactions where permitted by law.

What sections should be included in a As Is Sales Agreement?

1. Parties: Identifies and provides full details of the seller and buyer

2. Background: Establishes the context of the sale and basic intent of the parties

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Describes the goods being sold and the basic agreement to sell/purchase

5. Purchase Price and Payment: Specifies the price and payment terms

6. As Is Condition and Disclaimer: Clear statement that goods are sold 'as is' with all faults and explicit warranty disclaimers

7. Delivery and Transfer of Title: Specifies delivery arrangements and when title passes to buyer

8. Buyer's Acknowledgments: Buyer's confirmation of inspection and acceptance of condition

9. Risk and Insurance: Specifies when risk transfers and any insurance requirements

10. Representations and Warranties: Limited representations about ownership and authority to sell

11. Limitation of Liability: Limits seller's liability for defects or issues with the goods

12. General Provisions: Standard boilerplate clauses including governing law, notices, etc.

13. Execution: Signature blocks and execution details

What sections are optional to include in a As Is Sales Agreement?

1. Intellectual Property: Required when selling goods with associated intellectual property rights

2. Confidentiality: Include when sensitive information is exchanged during the sale process

3. Environmental Matters: Required when selling goods with potential environmental impacts or hazards

4. Export Controls: Include when goods may be subject to export regulations

5. Third Party Consents: Required when the sale requires approval from other parties

6. Installation: Include if seller is providing any installation services

7. Training: Include if seller is providing any training on use of goods

8. Maintenance Records: Include for sales of equipment with maintenance history

What schedules should be included in a As Is Sales Agreement?

1. Schedule A - Description of Goods: Detailed description of goods including condition, defects, and specifications

2. Schedule B - Known Defects: List of known defects or issues with the goods

3. Schedule C - Delivery Details: Specific delivery instructions, timing, and location

4. Schedule D - Photos and Inspection Report: Visual evidence of condition and third-party inspection findings

5. Schedule E - Maintenance Records: Historical maintenance and repair records if available

6. Schedule F - Operating Instructions: Basic operating instructions or manuals if applicable

7. Appendix 1 - Form of Bill of Sale: Template for the bill of sale to be executed at closing

8. Appendix 2 - Transfer Documents: Any additional transfer documentation required

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

Canada

Publisher

Genie AI

Cost

Free to use
Relevant Industries

Manufacturing

Automotive

Industrial Equipment

Real Estate

Retail

Technology

Agriculture

Construction

Maritime

Aviation

Heavy Machinery

Electronics

Furniture and Fixtures

Transportation

Mining

Relevant Teams

Legal

Procurement

Sales

Operations

Finance

Risk Management

Compliance

Supply Chain

Asset Management

Commercial Operations

Business Development

Relevant Roles

Procurement Manager

Sales Manager

Contract Administrator

Legal Counsel

Business Development Manager

Operations Manager

Asset Manager

Fleet Manager

Equipment Manager

Facility Manager

Risk Manager

Commercial Director

Chief Financial Officer

Supply Chain Manager

Compliance Officer

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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