Forward Sale Agreement for New Zealand

Forward Sale Agreement Template for New Zealand

A Forward Sale Agreement is a legally binding contract governed by New Zealand law that establishes the terms and conditions for the future sale and purchase of specified goods, commodities, or property. The agreement details the purchase price, payment terms, delivery conditions, quality specifications, and risk allocation between parties. It incorporates key provisions from New Zealand's Contract and Commercial Law Act 2017 and related legislation, providing mechanisms for enforcement and dispute resolution. The document includes comprehensive provisions for contingencies, default scenarios, and force majeure events, while ensuring compliance with New Zealand commercial practices and regulatory requirements.

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What is a Forward Sale Agreement?

The Forward Sale Agreement is a crucial commercial document used in New Zealand business transactions where parties wish to agree on terms for a future sale and purchase. It is particularly valuable in situations where delivery or transfer of goods or property will occur at a future date, but parties want to lock in commercial terms, pricing, and obligations now. The agreement must comply with New Zealand's commercial law framework, including the Contract and Commercial Law Act 2017, Property Law Act 2007, and Fair Trading Act 1986. It typically includes detailed provisions on payment structures, delivery conditions, quality requirements, risk allocation, and dispute resolution mechanisms. This type of agreement is commonly used in commodity trading, property development, manufacturing, and agricultural sectors, where future delivery arrangements are standard practice.

What sections should be included in a Forward Sale Agreement?

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

2. Background: Context of the agreement and high-level description of the forward sale arrangement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase Obligation: Core agreement for future sale and purchase, including subject matter description

5. Price and Payment Terms: Purchase price, payment schedule, and any advance payments or deposits

6. Delivery Terms: Timing, location, and method of delivery, including transfer of title and risk

7. Quality and Specifications: Required specifications and quality standards of the goods/property

8. Conditions Precedent: Any conditions that must be satisfied before the agreement becomes fully effective

9. Representations and Warranties: Standard and specific warranties given by each party

10. Default and Termination: Events of default, remedies, and termination rights

11. Force Majeure: Circumstances beyond parties' control affecting performance

12. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

13. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

What sections are optional to include in a Forward Sale Agreement?

1. Third Party Rights: Include when third parties have rights or obligations under the agreement

2. Insurance: Include when specific insurance requirements are needed for the subject matter

3. Security Arrangements: Include when payment security or performance security is required

4. Inspection Rights: Include for goods requiring pre-delivery inspection or quality verification

5. Confidentiality: Include when sensitive commercial information is involved

6. Compliance with Laws: Include when specific regulatory compliance needs to be addressed

7. Tax Provisions: Include when specific tax treatments or obligations need to be addressed

8. Step-In Rights: Include when one party needs rights to take over certain obligations in specific circumstances

What schedules should be included in a Forward Sale Agreement?

1. Schedule 1 - Product Specifications: Detailed technical specifications of the goods/property being sold

2. Schedule 2 - Pricing Mechanism: Detailed pricing calculations, adjustments, and formulae

3. Schedule 3 - Delivery Schedule: Detailed timeline for delivery, including any milestone dates

4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures

5. Schedule 5 - Form of Notice: Template notices for key communications under the agreement

6. Schedule 6 - Security Documents: Forms of any required security documents or guarantees

7. Appendix A - Required Documents: List of documents required for completion and delivery

8. Appendix B - Site Details: If applicable, details of delivery or storage locations

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

New Zealand

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Agriculture

Manufacturing

Mining

Real Estate

Energy

Commodities Trading

Construction

Food and Beverage

Wholesale Trade

Import/Export

Technology Hardware

Relevant Teams

Legal

Commercial

Finance

Procurement

Sales

Operations

Risk Management

Treasury

Compliance

Supply Chain

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Procurement Manager

Sales Director

Legal Counsel

Contract Manager

Risk Manager

Treasury Manager

Operations Manager

Supply Chain Manager

Business Development Manager

Finance Manager

Compliance Officer

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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