Sale And Agreement To Sell for Germany

Sale And Agreement To Sell Template for Germany

This document is a comprehensive sale agreement governed by German law (Bürgerliches Gesetzbuch - BGB), specifically structured to address both immediate sales and agreements to sell future or conditional goods. It incorporates essential elements required under German contract law, including detailed specifications of the goods, precise payment terms, and clear conditions for the transfer of ownership. The agreement complies with German Civil Code requirements while also considering EU regulations and international trade provisions where applicable. It includes provisions for warranties, liability allocation, and dispute resolution mechanisms specific to the German legal system.

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What is a Sale And Agreement To Sell?

The Sale and Agreement to Sell document is a versatile commercial instrument used in German business transactions, designed to comply with the requirements of the German Civil Code (BGB) and related commercial laws. It serves both immediate sales transactions and future sale commitments, making it particularly useful for complex commercial arrangements or phased deliveries. This document is typically employed when parties need to formalize both current and future sale obligations, especially in scenarios involving manufacturing lead times, conditional sales, or multiple delivery schedules. The agreement incorporates essential elements required under German law, including precise descriptions of goods, payment terms, transfer of title provisions, and warranty obligations. It's structured to accommodate both domestic German transactions and international sales, with consideration for EU regulations and the UN Convention on Contracts for the International Sale of Goods (CISG) where applicable.

What sections should be included in a Sale And Agreement To Sell?

1. Parties: Identification and details of the seller and buyer, including full legal names, registration numbers (if companies), and addresses

2. Background: Context of the sale and brief description of the parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement

4. Object of Sale: Detailed description of the goods or property being sold, including quantity, quality, and specifications

5. Purchase Price: The agreed purchase price, currency, and payment terms including VAT provisions

6. Transfer of Title and Risk: Provisions regarding when and how ownership and risk transfer from seller to buyer

7. Delivery: Terms and conditions of delivery, including timing, location, and method

8. Seller's Warranties: Standard warranties regarding ownership, quality, and condition of the goods

9. Inspection and Acceptance: Procedures for inspecting goods and accepting or rejecting delivery

10. Liability and Indemnification: Allocation of risks and responsibilities between parties

11. Term and Termination: Duration of the agreement and circumstances allowing termination

12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

13. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

14. Execution: Signature blocks and execution provisions

What sections are optional to include in a Sale And Agreement To Sell?

1. Intellectual Property Rights: Required when the sale involves software, patents, trademarks, or other IP rights

2. Export Controls: Necessary for international sales or goods subject to export restrictions

3. Confidentiality: Important when sensitive information is exchanged during the sale process

4. Insurance: Required for high-value goods or when specific insurance arrangements are needed

5. Force Majeure: Optional but recommended for long-term or complex sales agreements

6. Data Protection: Required when personal data processing is involved in the transaction

7. Quality Assurance: Important for manufacturing or technical equipment sales

8. Training and Support: Necessary when the sale includes ongoing service obligations

9. Environmental Compliance: Required for sales involving regulated materials or environmental concerns

What schedules should be included in a Sale And Agreement To Sell?

1. Schedule 1 - Technical Specifications: Detailed technical description of the goods, including drawings, plans, or specifications

2. Schedule 2 - Payment Schedule: Detailed breakdown of payment terms, installments, and conditions

3. Schedule 3 - Delivery Schedule: Detailed timeline for delivery, particularly for multiple deliveries or complex logistics

4. Schedule 4 - Acceptance Testing Procedures: Detailed procedures for testing and accepting the goods

5. Schedule 5 - Warranty Terms: Detailed warranty terms, conditions, and claim procedures

6. Appendix A - Required Certifications: Copies of required certificates, permits, or regulatory approvals

7. Appendix B - Form of Acceptance Certificate: Template for formal acceptance of goods

8. Appendix C - Contact Details: List of key contacts for both parties for various aspects of the agreement

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

Germany

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Wholesale Trade

Automotive

Industrial Equipment

Consumer Goods

Technology Hardware

Raw Materials

Construction Materials

Agricultural Products

Medical Equipment

Machinery

Electronics

Furniture and Fixtures

Textiles

Relevant Teams

Legal

Procurement

Sales

Finance

Operations

Compliance

Risk Management

Commercial

Supply Chain

Business Development

Contract Administration

Relevant Roles

Commercial Director

Procurement Manager

Sales Director

Contract Manager

Legal Counsel

Chief Financial Officer

Supply Chain Manager

Business Development Manager

Operations Director

Compliance Officer

Risk Manager

Commercial Lawyer

Finance Manager

Managing Director

Chief Executive 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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