As Is Where Is Sale Agreement Template for England and Wales

An As Is Where Is Sale Agreement allows you to buy or sell assets with limited warranties and guarantees under England and Wales law. This contract shifts responsibility for assessing the asset's condition, quality, and suitability entirely to the buyer, making it a crucial document for commercial transactions where standard seller protections are either unavailable or inappropriate.

When do you need this document?

You'll need this agreement when conducting sales where the seller cannot or will not provide warranties about the asset's condition. This commonly occurs in distressed asset sales, bankruptcy disposals, estate clearances, or when selling second-hand equipment or machinery. Property developers often use these agreements when selling land that may contain unknown defects or contamination. Additionally, businesses liquidating assets quickly may use this format to avoid lengthy warranty negotiations and potential future liability claims.

Key legal considerations

The agreement must carefully navigate England and Wales legislation to ensure enforceability. Under the Sale of Goods Act 1979, certain implied terms about title, description, quality, and fitness for purpose automatically apply to sales contracts. Your agreement needs explicit exclusion clauses to modify these terms, but the Unfair Contract Terms Act 1977 requires such exclusions to be reasonable in business-to-business contexts. You cannot exclude liability for misrepresentation or breach of the implied term about title. If selling to consumers, the Consumer Rights Act 2015 makes many exclusions void, so consumer sales require different approaches. The agreement should include comprehensive asset descriptions, clear inspection periods, and express acknowledgments that the buyer accepts all risks associated with the purchase.

Legal requirements in England and Wales

Your agreement must comply with specific statutory requirements under England and Wales law. The contract should clearly identify both parties and provide detailed asset descriptions to satisfy the Sale of Goods Act's requirements about description. Include explicit clauses stating that implied conditions under sections 13-15 of the Sale of Goods Act are excluded to the extent permitted by law. For business sales, ensure exclusion clauses meet the reasonableness test under the Unfair Contract Terms Act 1977 by being clearly worded and proportionate to the transaction. The agreement must specify the purchase price, payment terms, and delivery arrangements. Include provisions for inspection periods and express acknowledgments that the buyer has examined the assets or waived the right to do so. Risk and title transfer clauses should clearly define when ownership and liability pass between parties.