Purchase Term Sheet for Malaysia

Purchase Term Sheet Template for Malaysia

A Purchase Term Sheet under Malaysian law serves as a preliminary document outlining the key commercial terms and conditions for a proposed purchase transaction. It acts as a framework for negotiation and serves as the foundation for the subsequent definitive purchase agreement. The document captures essential elements including purchase price, payment terms, delivery conditions, and other crucial commercial terms while complying with Malaysian contract law principles, particularly the Contracts Act 1950 and the Sale of Goods Act 1957. While not typically legally binding in its entirety, certain provisions such as confidentiality and exclusivity may be specifically designated as binding.

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What is a Purchase Term Sheet?

The Purchase Term Sheet is a crucial preliminary document used in Malaysian commercial transactions to establish the fundamental terms of a proposed purchase. It serves as a roadmap for negotiations and subsequent documentation, typically preceding a detailed purchase agreement. This document is particularly valuable in complex commercial transactions where parties need to agree on key commercial terms before proceeding with detailed due diligence and definitive documentation. Under Malaysian law, while the term sheet is generally non-binding except for specific provisions like confidentiality, it demonstrates parties' serious intention to proceed with the transaction and outlines the framework for the final agreement. The document should comply with Malaysian commercial law principles, including the Contracts Act 1950 and related legislation, while maintaining flexibility for negotiation of final terms.

What sections should be included in a Purchase Term Sheet?

1. Parties: Identification of buyer and seller with full legal names and registration details

2. Background: Brief context of the proposed transaction and relationship between parties

3. Definitions: Key terms used throughout the term sheet

4. Subject Matter: Clear description of assets or goods to be purchased

5. Purchase Price: Amount, currency, and payment structure

6. Payment Terms: Timing and method of payment, including any deposits or installments

7. Delivery Terms: Delivery timeline, location, and responsibility for shipping costs

8. Conditions Precedent: Key conditions that must be met before the transaction proceeds

9. Timeline: Key dates including signing, closing, and major milestones

10. Binding Effect: Statement on which terms are binding and non-binding

11. Confidentiality: Basic confidentiality obligations regarding the term sheet and negotiations

12. Governing Law: Specification of Malaysian law as governing law

What sections are optional to include in a Purchase Term Sheet?

1. Due Diligence: Include when buyer requires a due diligence period before final commitment

2. Warranties: Include for complex assets requiring basic quality or condition guarantees

3. Regulatory Approvals: Include when transaction requires specific regulatory clearances

4. Break Fee: Include when parties want to specify compensation if either party backs out

5. Exclusivity: Include when buyer requires exclusive negotiation rights for a period

6. Financing Contingency: Include when purchase is subject to buyer obtaining financing

7. Post-Closing Obligations: Include when there are important obligations after closing

8. Dispute Resolution: Include when parties want to specify mediation or arbitration process

What schedules should be included in a Purchase Term Sheet?

1. Asset Schedule: Detailed list and description of assets/goods being purchased

2. Price Breakdown: Detailed breakdown of purchase price components if complex pricing structure

3. Key Terms Summary: Summary of critical commercial terms for quick reference

4. Timeline Schedule: Detailed timeline of key dates and milestones for the transaction

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

Malaysia

Publisher

Genie AI

Cost

Free to use
Relevant Industries

Manufacturing

Technology

Real Estate

Industrial

Retail

Construction

Energy

Telecommunications

Agriculture

Automotive

Healthcare

Mining

Logistics

Consumer Goods

Relevant Teams

Legal

Finance

Procurement

Operations

Commercial

Risk & Compliance

Business Development

Supply Chain

Corporate Secretarial

Project Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Procurement Manager

Legal Counsel

Commercial Director

Finance Director

Business Development Manager

Contract Manager

Supply Chain Manager

Operations Manager

Risk Manager

Company Secretary

Compliance Officer

Project 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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