Purchase Term Sheet for Singapore

Purchase Term Sheet Template for Singapore

A Purchase Term Sheet under Singapore law is a preliminary document that outlines the key commercial terms and conditions for a proposed purchase transaction. It serves as a foundation for the subsequent definitive purchase agreement, capturing essential elements such as price, payment terms, delivery conditions, and basic obligations of the parties. While not typically legally binding in its entirety, it provides a structured framework for negotiations and helps parties align on key commercial points before proceeding with detailed documentation.

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What is a Purchase Term Sheet?

The Purchase Term Sheet is commonly used in Singapore commercial transactions as a preliminary step before entering into a full purchase agreement. It is particularly useful for transactions where parties need to agree on key commercial terms before investing time and resources in detailed documentation. The document typically includes essential information about pricing, payment structure, delivery terms, and basic obligations, while operating under Singapore's robust commercial law framework. A Purchase Term Sheet helps streamline negotiations and provides a clear roadmap for the transaction, though it usually contains both binding and non-binding provisions.

What sections should be included in a Purchase Term Sheet?

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

2. Background: Context of the transaction and relationship between parties

3. Definitions: Key terms used throughout the term sheet

4. Purchase Price: Detailed breakdown of pricing, payment terms and schedule

5. Description of Goods: Detailed specification of goods to be purchased

6. Delivery Terms: Timing, location and method of delivery

7. Governing Law: Specification of Singapore law as governing law

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

1. Conditions Precedent: Conditions that must be met before the purchase becomes binding - used for complex transactions or when regulatory approval is needed

2. Due Diligence: Requirements for investigation of goods or seller - used for high-value purchases or complex goods

3. Warranties: Specific promises about the goods or transaction - used when quality assurance is critical

What schedules should be included in a Purchase Term Sheet?

1. Product Specifications: Detailed technical specifications of goods

2. Pricing Schedule: Detailed breakdown of prices, especially for multiple items

3. Delivery Schedule: Detailed timeline for delivery if multiple shipments

4. Quality Standards: Specific quality requirements and testing procedures

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

Singapore

Publisher

Genie AI

Cost

Free to use
Industries

Sale of Goods Act (SOGA): Primary legislation governing sale of goods contracts in Singapore, defining rights, duties and remedies for both buyers and sellers

Common Law Contract Principles: Fundamental contract law principles derived from common law system, covering formation, consideration, intention, and remedies

Supply of Goods Act: Legislation governing the supply of goods, including implied terms about quality and fitness for purpose

Unfair Contract Terms Act (UCTA): Regulates unfair terms in contracts and limits the extent to which liability for breach of contract can be excluded

Consumer Protection (Fair Trading) Act: Protects consumer rights in B2C transactions and prohibits unfair practices by suppliers

Competition Act: Ensures fair competition and prohibits anti-competitive agreements and practices

Electronic Transactions Act: Governs electronic transactions and digital signatures, providing legal recognition to electronic records and signatures

Companies Act: Primary legislation governing company operations and corporate transactions in Singapore

Goods and Services Tax Act: Regulates the imposition and collection of GST on goods and services in Singapore

Personal Data Protection Act (PDPA): Governs the collection, use, and disclosure of personal data by organizations

UN Convention on Contracts for International Sale of Goods (CISG): International treaty governing cross-border sale of goods, applicable if parties are from contracting states

Industry-Specific Regulations: Sector-specific laws and regulations that may apply depending on the nature of goods (e.g., pharmaceuticals, food, telecommunications)

Import/Export Regulations: Laws governing the import and export of goods, including customs requirements and trade restrictions

Foreign Exchange Regulations: Rules governing currency exchange and international payments in cross-border transactions

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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