As Is Sale Agreement Template for Hong Kong

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Key Requirements PROMPT example:

As Is Sale Agreement

I need an As Is Sale Agreement under Hong Kong law for the sale of used manufacturing equipment worth HKD 2.5 million, with the buyer acknowledging several known mechanical defects and agreeing to collect the equipment from our factory by March 2025.

Document background
The As Is Sale Agreement is a specialized contract used in Hong Kong for transactions where assets are sold in their existing condition with limited or no warranties. This document is particularly relevant when selling used equipment, distressed assets, or items with known defects where the seller wishes to limit their liability for the asset's condition. The agreement includes comprehensive details about the asset's current state, any known defects, and explicit acknowledgments from the buyer about accepting the asset's condition. It complies with Hong Kong legal requirements, including the Sale of Goods Ordinance and Control of Exemption Clauses Ordinance, while maximizing the protection available to sellers through appropriate disclaimers. This type of agreement is commonly used in commercial transactions, particularly in situations where the buyer has had the opportunity to inspect the assets thoroughly before purchase.
Suggested Sections

1. Parties: Identification and details of the seller and buyer

2. Background: Context of the sale and brief description of the asset being sold

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the sale including price, payment terms, and explicit 'as is' provisions

5. Condition of Property: Detailed acknowledgment of the 'as is' condition and buyer's acceptance

6. Disclaimers and Warranties: Express disclaimers of warranties and representations, except those that cannot be legally disclaimed

7. Inspection and Acceptance: Buyer's acknowledgment of inspection and acceptance of current condition

8. Transfer of Title and Risk: Terms regarding when and how title and risk pass to the buyer

9. Payment Terms: Details of purchase price, payment method, and timing

10. Delivery: Arrangements for delivery or collection of the asset

11. Representations: Limited representations that survive even in an 'as is' sale

12. Termination: Circumstances under which the agreement can be terminated

13. Governing Law and Jurisdiction: Confirmation of Hong Kong law and jurisdiction

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Intellectual Property: Required when the sale involves assets with associated IP rights

2. Regulatory Compliance: Needed when the asset requires specific regulatory declarations or compliance

3. Environmental Matters: Important for sales of assets with potential environmental implications

4. Third Party Rights: Required when there are existing third party rights or claims

5. Insurance: Relevant when discussing transition of insurance responsibilities

6. Confidentiality: Important when the transaction involves sensitive information

7. Post-Sale Support: Optional provisions for any limited post-sale assistance

8. Tax Matters: Required when there are specific tax implications to address

Suggested Schedules

1. Asset Description: Detailed description of the asset being sold, including specifications and known conditions

2. Current Condition Report: Documented current state, including photographs and known defects

3. Inspection Report: Results of any pre-sale inspections conducted

4. Price and Payment Details: Breakdown of purchase price and payment terms

5. Known Defects List: Comprehensive list of known issues or defects

6. Delivery Schedule: Specific details about delivery or collection arrangements

7. Required Disclaimers: Any jurisdiction-specific disclaimers required by law

8. Existing Third Party Rights: Details of any existing liens, encumbrances, or third-party rights

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

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Industrial Equipment

Real Estate

Automotive

Construction

Technology Hardware

Aviation

Maritime

Heavy Machinery

Retail

Asset Management

Distressed Assets

Equipment Leasing

Auction Houses

Wholesale Trade

Relevant Teams

Legal

Procurement

Sales

Operations

Risk Management

Compliance

Finance

Asset Management

Commercial Operations

Business Development

Property Management

Contract Administration

Relevant Roles

Legal Counsel

Commercial Director

Procurement Manager

Asset Manager

Sales Director

Operations Manager

Risk Manager

Compliance Officer

Business Development Manager

Contract Administrator

Chief Financial Officer

Equipment Manager

Facilities Manager

Property Manager

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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