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Commercial Agreement Of Purchase And Sale
"I need a Commercial Agreement of Purchase and Sale for the acquisition of industrial machinery from a German manufacturer for our Saudi factory, including installation services and warranty terms, with delivery scheduled for March 2025."
1. Parties: Identifies and provides full details of the seller and purchaser, including registration numbers and addresses
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation
4. Sale and Purchase: Core terms of the transaction including description of goods/assets being sold
5. Purchase Price and Payment Terms: Specifies the price, payment method, and payment schedule in compliance with Sharia principles
6. Delivery and Transfer of Title: Details the delivery terms, timing, and process for transfer of ownership
7. Representations and Warranties: Standard warranties about the goods/assets and the parties' capacity to enter into the agreement
8. Inspection and Acceptance: Procedures for inspecting goods and accepting or rejecting delivery
9. Risk and Insurance: Allocation of risk and insurance requirements during transit and delivery
10. Termination: Circumstances under which the agreement can be terminated and consequences
11. Force Majeure: Provisions for unforeseen circumstances preventing performance
12. Dispute Resolution: Procedures for resolving disputes, including reference to Saudi courts or arbitration
13. Governing Law: Confirms Saudi law as governing law and compliance with Sharia principles
14. Notices: How formal communications between parties should be made and delivered
15. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Intellectual Property Rights: Required when the sale involves products with associated IP rights or licensed technology
2. Confidentiality: Important when sensitive information will be exchanged during the transaction
3. Training and Support: Necessary when the seller must provide training or ongoing support for complex products
4. Import/Export Requirements: Required for international transactions involving customs and trade regulations
5. Quality Assurance: Important for manufacturing or technical products requiring specific quality standards
6. Environmental Compliance: Necessary when the goods or their use have environmental implications
7. Zakat and Tax Provisions: Required when specific tax arrangements or Zakat considerations need to be addressed
8. Security Arrangements: Needed when payment terms require security or guarantees
9. Change of Control: Important for long-term agreements where ownership changes might affect the relationship
1. Schedule 1 - Product Specifications: Detailed technical specifications of the goods being sold
2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices, including any variable components
3. Schedule 3 - Delivery Schedule: Specific delivery dates, locations, and requirements
4. Schedule 4 - Quality Standards: Applicable quality standards and testing procedures
5. Schedule 5 - Warranty Terms: Detailed warranty terms and procedures
6. Appendix A - Required Certificates: Copies of necessary certificates, permits, and regulatory approvals
7. Appendix B - Form of Acceptance Certificate: Template for formal acceptance of delivered goods
8. Appendix C - Technical Documentation: Operating manuals, maintenance procedures, and technical specifications
9. Appendix D - Bank Guarantee Format: Template for any required bank guarantees or security documents
Authors
Applicable Law
Business Day
Confidential Information
Contract Price
Delivery Date
Delivery Location
Delivery Schedule
Effective Date
Force Majeure Event
Goods
Intellectual Property Rights
Letter of Credit
Material Adverse Effect
Notice
Parties
Payment Terms
Product Specifications
Purchase Order
Quality Standards
Related Entities
Representatives
SAR
Seller's Warranty
Sharia Compliant
Shipping Documents
Specifications
Term
Territory
Title and Risk
Transaction Documents
VAT
Warranty Period
Working Hours
Zakat
Consideration and Payment
Delivery
Title and Risk
Representations and Warranties
Conditions Precedent
Party Obligations
Quality Assurance
Inspection and Testing
Documentation
Confidentiality
Intellectual Property
Insurance
Indemnification
Force Majeure
Term and Termination
Assignment and Subcontracting
Compliance with Laws
Sharia Compliance
Anti-Corruption
Dispute Resolution
Governing Law
Notices
Entire Agreement
Amendment and Waiver
Severability
Third Party Rights
Costs and Expenses
Language
Counterparts
Further Assurance
Relationship of Parties
Survival
VAT and Taxation
Export Controls
Manufacturing
Retail
Oil and Gas
Construction
Technology
Healthcare
Automotive
Industrial Equipment
Consumer Goods
Agriculture
Mining
Telecommunications
Petrochemicals
Energy
Pharmaceuticals
Legal
Procurement
Sales
Finance
Operations
Compliance
Supply Chain
Quality Assurance
Risk Management
Commercial
Business Development
Technical Operations
Contract Administration
Chief Executive Officer
Commercial Director
Procurement Manager
Sales Director
Legal Counsel
Contract Manager
Supply Chain Manager
Business Development Manager
Finance Director
Operations Manager
Compliance Officer
Risk Manager
Import/Export Manager
Quality Assurance Manager
Technical Director
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