As Is Where Is Sale Agreement Template for England and Wales

An As Is Where Is Sale Agreement is a legal contract under English and Welsh law that facilitates the sale of assets in their current condition, with the buyer accepting all existing defects and issues. This agreement explicitly limits the seller's warranties and representations, transferring the risk of the asset's condition to the buyer. It's commonly used in commercial transactions where the buyer has the opportunity to inspect the assets before purchase.

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What is a As Is Where Is Sale Agreement?

The As Is Where Is Sale Agreement is utilized when parties wish to conduct a sale with minimal warranties or representations from the seller. Under English and Welsh law, this document is particularly important in commercial transactions where the buyer is expected to rely on their own due diligence rather than seller assurances. The agreement typically includes detailed provisions about the asset's current state, inspection rights, and explicit exclusions of warranties. It's commonly used in distressed sales, asset disposals, or situations where the seller cannot or will not provide warranties about the asset's condition.

What sections should be included in a As Is Where Is Sale Agreement?

1. Parties: Identification and details of seller and buyer

2. Background: Context of the sale and brief description of the asset(s)

3. Definitions: Key terms used throughout the agreement

4. Asset Description: Detailed description of what is being sold 'as is where is'

5. Price and Payment Terms: Purchase price and payment mechanisms

6. As Is Where Is Provisions: Express provisions excluding warranties and conditions

7. Delivery/Collection: Terms for transfer of possession

8. Risk and Title: Transfer of risk and ownership provisions

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

1. Inspection Rights: Provisions outlining buyer's right to inspect assets before purchase - recommended for complex or high-value assets

2. Insurance: Insurance requirements during transfer period - recommended for high-value items or extended transfer periods

3. Environmental Provisions: Environmental liabilities and obligations - recommended for sale of industrial equipment or property

4. Regulatory Compliance: Specific regulatory requirements - recommended for regulated assets or industries

What schedules should be included in a As Is Where Is Sale Agreement?

1. Asset Schedule: Detailed list and description of assets being sold

2. Condition Report: Current condition of assets (if available)

3. Location Details: Specific location and access information

4. Transfer Documentation: Forms and documents required for transfer of title

Authors

Alex Denne

Advisor @ GenieAI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Publisher

GenieAI

Document Type

Cost

Free to use

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