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1. Parties: Identifies and defines the parties to the agreement - typically the Seller and the Purchaser
2. Background: Sets out the context and purpose of the agreement, including brief description of the transaction
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Details the fundamental agreement to sell and purchase the subject matter
5. Purchase Price: Specifies the total purchase price and how it was determined
6. Payment Terms: Details the deferred payment structure, including installment amounts, dates, and payment methods
7. Interest and Finance Charges: Specifies any interest or additional charges applicable to the deferred payments
8. Delivery and Transfer of Risk: Establishes when and how delivery will occur and when risk passes to the purchaser
9. Title Retention: Specifies that title remains with the seller until full payment is received
10. Security Arrangements: Details any security required for the deferred payments
11. Representations and Warranties: Sets out the promises and assurances made by each party
12. Default and Remedies: Specifies what constitutes default and the consequences thereof
13. Termination: Outlines circumstances under which the agreement can be terminated and the consequences
14. General Provisions: Standard contractual provisions including notices, governing law, etc.
1. Conditions Precedent: Used when certain conditions must be met before the agreement becomes effective
2. Guarantee Provisions: Required when a third-party guarantee is part of the security structure
3. Insurance Requirements: Included when specific insurance coverage is required during the payment period
4. Early Payment Provisions: Details any early payment options and associated discounts
5. Special Delivery Arrangements: Used when delivery involves complex logistics or special requirements
6. Maintenance and Support: Relevant when the purchased item requires ongoing maintenance during the payment period
7. Import/Export Provisions: Required for international transactions
8. Tax Provisions: Detailed tax arrangements when complex tax implications exist
1. Schedule 1 - Description of Goods/Assets: Detailed description of the items being purchased
2. Schedule 2 - Payment Schedule: Detailed breakdown of payment amounts and due dates
3. Schedule 3 - Delivery Schedule: Timeline and specifications for delivery if complex or multiple deliveries
4. Schedule 4 - Technical Specifications: Detailed technical requirements or specifications of the purchase items
5. Schedule 5 - Security Documents: Forms of security documents required under the agreement
6. Schedule 6 - Condition Report: Initial condition report of goods where relevant
7. Appendix A - Calculation of Interest: Methodology for calculating applicable interest
8. Appendix B - Required Insurance: Detailed insurance requirements and specifications
Asset(s)
Business Day
Commencement Date
Completion Date
Conditions Precedent
Default Event
Default Interest Rate
Default Notice
Deferred Amount
Delivery Date
Deposit
Due Date
Effective Date
Encumbrance
Finance Charges
Financial Indebtedness
Governing Law
Guarantor
Initial Payment
Installment
Installment Date
Interest Rate
Material Adverse Change
Outstanding Balance
Parties
Payment Schedule
Payment Terms
Purchase Price
Purchaser
Related Agreements
Relevant Jurisdiction
Security
Security Documents
Security Interest
Seller
Signature Date
Specifications
Term
Title
Transaction
Transfer Date
VAT
Warranty Period
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Interest and Finance Charges
Security
Title Retention
Risk and Insurance
Delivery
Warranties and Representations
Conditions Precedent
Default
Remedies
Force Majeure
Assignment
Confidentiality
Notices
Dispute Resolution
Governing Law
Jurisdiction
Costs
Value Added Tax
Early Termination
Acceleration
Credit Checks
Compliance with Laws
Anti-Money Laundering
Data Protection
Records and Reporting
Maintenance
Insurance
Indemnification
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Further Assurance
Counterparts
Good Faith
Time of Essence
Set-off
Survival
Boilerplate
Manufacturing
Mining
Construction
Agriculture
Industrial Equipment
Technology and IT
Transportation and Logistics
Real Estate
Healthcare
Energy and Utilities
Telecommunications
Retail
Automotive
Legal
Finance
Procurement
Treasury
Risk Management
Commercial
Operations
Compliance
Credit Control
Business Development
Chief Financial Officer
Financial Director
Procurement Manager
Legal Counsel
Commercial Director
Risk Manager
Treasury Manager
Contract Manager
Business Development Manager
Operations Director
Asset Manager
Credit Manager
Finance Manager
Compliance Officer
Corporate Lawyer
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