The Agreement of Purchase and Sale is a fundamental commercial document used in Malta to formalize sales transactions across various sectors. It serves as the primary contract documenting the transfer of ownership from a vendor to a purchaser, whether for real estate, business assets, shares, or other valuable items. The agreement must comply with Maltese law, particularly the Civil Code of Malta and related legislation such as the Duty on Documents and Transfers Act. It typically includes detailed provisions on the sale item(s), purchase price, payment terms, warranties, and completion requirements. This document is crucial for both simple and complex transactions, providing legal certainty and protection for all parties involved. The agreement's structure and content can be adapted to different types of sales while maintaining compliance with Maltese legal requirements and commercial practices.
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1. Parties: Identification and details of the Vendor and Purchaser, including registration numbers for companies or ID numbers for individuals
2. Background: Context of the sale and brief description of what is being sold and why
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the sale including description of the item(s) being sold and purchased
5. Purchase Price: The amount to be paid and payment terms, including VAT treatment
6. Completion: Details of when and how the sale will be completed, including delivery terms
7. Vendor's Warranties: Warranties given by the vendor regarding the sale item(s)
8. Purchaser's Warranties: Warranties given by the purchaser, including capacity to enter into the agreement
9. Title and Risk: When title passes and who bears risk at different stages
10. Confidentiality: Obligations regarding confidential information
11. Notices: How formal notices under the agreement should be given
12. Governing Law and Jurisdiction: Confirmation of Maltese law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and execution formalities
1. Conditions Precedent: Used when completion is subject to certain conditions being met first
2. Due Diligence: Include when the purchaser needs to conduct investigations before completion
3. Property Specific Provisions: Required when the sale involves real estate, including specific property warranties
4. Intellectual Property: Include when the sale involves IP rights or licenses
5. Employee Matters: Required when the sale includes transfer of employees
6. Tax Indemnities: Include for complex transactions with specific tax implications
7. Post-Completion Obligations: Used when parties have ongoing obligations after completion
8. Competition Compliance: Include for business sales that might have competition law implications
9. Force Majeure: Optional clause protecting parties from unforeseen circumstances
10. Assignment: Include when parties might need to transfer their rights under the agreement
1. Schedule 1 - Description of Sale Items: Detailed description of what is being sold
2. Schedule 2 - Purchase Price Calculation: Breakdown of the purchase price and payment terms
3. Schedule 3 - Completion Requirements: List of documents and actions required at completion
4. Schedule 4 - Form of Transfer Documents: Templates for any transfer documents required
5. Schedule 5 - Vendor Warranties: Detailed warranties given by the vendor
6. Schedule 6 - Encumbrances: List of any existing encumbrances on the sale items
7. Appendix A - Property Plans: For property sales, plans and drawings of the property
8. Appendix B - Inventory: For sales involving multiple items, detailed inventory list
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