Sale of goods agreement

SALE AND PURCHASE AGREEMENT

This sale and purchase agreement (hereinafter the "Agreement") is entered into in [City where the contract is signed] on [Contract date] between the following parties:

1. PARTIES

1.1 Seller:
[Seller's name/company]
Registry code / personal identification code: [Seller's registry code / personal ID code]
Address: [Seller's address]
Contact: [Seller's contact]
Bank account: [Seller's bank account (IBAN)]
(hereinafter the "Seller")

1.2 Buyer:
[Buyer's name/company]
Registry code / personal identification code: [Buyer's registry code / personal ID code]
Address: [Buyer's address]
Contact: [Buyer's contact]
(hereinafter the "Buyer")

1.3 Type of this sale transaction: [Type of sale].

2. OBJECT OF SALE

2.1 The Seller sells and the Buyer buys the following item (hereinafter the "Item"): [Description of the item sold]. Condition of the Item: [Condition]. Vehicle details: make [Vehicle make], model [Vehicle model], year of first registration [Year of first registration], VIN [VIN], registration plate [Registration plate], mileage [Mileage (km)] km, fuel type [Fuel type], colour [Colour], next roadworthiness inspection [Next roadworthiness inspection]. Change of registration data: [Change of registration data].

2.2 The Seller undertakes to deliver the Item to the Buyer and to enable the transfer of ownership to the Buyer; the Buyer undertakes to pay the purchase price and to accept the Item (Law of Obligations Act (VÕS) § 208).

2.3 The Item must conform to the terms of the Agreement, in particular as regards quantity, quality, type, description and packaging, and, in the absence of agreement, be fit for the purposes for which things of the same type are ordinarily used (VÕS § 217).

3. SELLER'S REPRESENTATIONS

3.1 The Seller confirms that the Item belongs to the Seller, that it is free from encumbrances and rights of pledge, that there are no claims of third parties and that, to the Seller's knowledge, the description and condition of the Item are accurately reflected in this Agreement. The Seller has informed the Buyer of all defects of the Item known to the Seller.

3.2 The Seller further confirms the following: [Seller's representations].

4. PURCHASE PRICE AND VALUE ADDED TAX

4.1 The purchase price is [Purchase price (€)] euros. VAT treatment: [VAT].

4.2 Unless otherwise provided in the Agreement, the Seller shall bear the costs of delivery of the Item and the Buyer shall bear the costs of acceptance of the Item and of payment of the purchase price (VÕS § 215 lg 1).

5. TERMS OF PAYMENT

5.1 Payment method for the purchase price: [Payment method] — [Number of instalments] instalments of [Instalment amount (€)] euros each, according to the following schedule: [Instalment schedule], with the payment deadline: [Payment deadline].

5.2 A payment made by bank transfer shall be deemed made upon receipt of the amount in the Seller's bank account specified in clause 1.1. The Seller shall give the Buyer a written confirmation of a cash payment.

5.3 Ownership shall pass to the Buyer only after the purchase price has been paid to the Seller in full (retention of ownership, VÕS § 233 lg 1). Until ownership passes, the Buyer shall not transfer or encumber the Item. Relying on the retention of ownership, the Seller may reclaim the Item from the Buyer only if the Seller has withdrawn from the Agreement (VÕS § 233 lg 2).

6. DELIVERY

6.1 The Item shall be delivered on [Delivery date] at [Place of delivery]. Transport arranged by: [Transport arranged by]. Transport costs: [Transport costs].

6.2 The risk of accidental destruction of or damage to the Item shall pass to the Buyer upon delivery of the Item, and also at the time the Buyer is in delay in accepting the Item. The Buyer must pay the purchase price even if the Item is accidentally destroyed or damaged after the risk has passed to the Buyer (VÕS § 214).

6.3 A separate delivery and acceptance report shall be drawn up for the delivery, which forms an annex to this Agreement.

6.4 Together with the Item, the Seller shall deliver all documents necessary for the acceptance, possession, use and disposal of the Item (VÕS § 211), including user manuals, warranty certificates and registration documents, where available.

6.5 The Buyer may refuse to accept the Item if, upon delivery, the Item reveals defects which prevent its use for its intended purpose, or if the Item differs materially from what was agreed in the Agreement.

7. WARRANTY

7.1 The Seller shall be liable for any lack of conformity of the Item with the terms of the contract which becomes evident within two years after the delivery of the Item to the Buyer, and this period may not be shortened to the detriment of the Buyer (VÕS § 218 lg 2 and § 237). Where a lack of conformity becomes evident within one year after delivery, it is presumed to have existed at the time of delivery, unless such presumption is incompatible with the nature of the thing or of the defect — this presumption must be rebutted by the Seller. Where a lack of conformity becomes evident later, the Buyer must prove that it existed at the time of delivery.

7.2 The Seller shall repair or replace a non-conforming Item within a reasonable time after notification by the Buyer and without significant inconvenience to the Buyer, and shall bear the related costs, in particular transport, postal, labour and material costs (VÕS § 222).

8. NOTIFICATION OF DEFECTS AND LEGAL REMEDIES

8.1 The Buyer is not obliged to examine the Item. The Buyer shall notify the Seller of any lack of conformity of the Item with the terms of the contract within two months after becoming aware of the lack of conformity (VÕS § 220 lg 1); any agreement derogating therefrom to the detriment of the Buyer is void (VÕS § 237).

8.2 In the event of a lack of conformity, the Buyer may demand repair or replacement of the Item (VÕS § 222). If the Seller fails to bring the Item into conformity with the terms of the contract within a reasonable time, refuses to do so, or the lack of conformity is so serious that it justifies doing so immediately, the Buyer may reduce the purchase price or, in the event of a material lack of conformity, withdraw from the Agreement (VÕS § 223–224). In addition, the Buyer may claim compensation for damage if the breach is not excusable.

8.3 If the Buyer intends to withdraw from the Agreement or demands replacement of the Item, the Buyer shall take reasonable measures to preserve and protect the Item (VÕS § 229).

9. LIMITATIONS OF LIABILITY

9.1 The Seller's liability may not be limited below the statutory minimum.

9.2 The Seller shall not be liable for normal wear and tear of the Item or for defects caused by the Buyer or by alterations made to the Item without the Seller's consent. This does not restrict the statutory rights of a Buyer who is a consumer (VÕS § 237).

9.3 A Party shall be liable for breach of obligations arising from the Agreement, unless the breach is excusable (VÕS § 103). The injured Party has the right to claim compensation for both direct patrimonial damage and loss of profit (VÕS § 128).

10. LATE PAYMENT INTEREST

10.1 If the payment deadline is exceeded, late payment interest at the rate of [Late payment interest rate (%/year)]% per annum shall apply. Payment of late payment interest does not preclude a claim for compensation for damage exceeding the late payment interest (VÕS § 113 lg 5).

11. RIGHT OF WITHDRAWAL

11.1 If the Agreement is entered into outside the Seller's business premises or by means of communication (e.g. through an online shop), the Buyer has the right to withdraw from the Agreement without giving any reason within 14 days, except in the cases provided by law (VÕS § 49 and § 56). Otherwise, the statutory right of withdrawal does not apply.

12. FORCE MAJEURE

12.1 A breach of obligations arising from the Agreement is excusable if a Party breached the obligation due to force majeure, i.e. a circumstance which the Party could not influence and, based on the principle of reasonableness, the Party could not be expected to take into account at the time of entering into the Agreement, or to avoid or overcome the circumstance or its consequences (VÕS § 103).

12.2 A Party whose performance of an obligation is prevented by force majeure shall notify the other Party thereof immediately. The time limits arising from the Agreement shall be extended by the duration of the effect of force majeure.

13. NOTICES

13.1 Notices related to the Agreement which have legal consequences (including notification of defects and a declaration of withdrawal) shall be given to the other Party in writing or in a form which can be reproduced in writing (including by e-mail) at the contact details specified in clause 1 or at other details which the Party has notified to the other Party in writing.

13.2 Notices of a purely informative nature may also be communicated by telephone. A Party shall notify the other Party of any change in its contact details without delay.

14. DISPUTE RESOLUTION

14.1 Disputes arising from this Agreement shall be resolved primarily through negotiations and, failing agreement, as follows: [Dispute resolution].

14.2 The Agreement is governed by the law of [Governing law].

15. FINAL PROVISIONS

15.1 Non-public information about the other Party which has become known to the Parties in the course of performance of the Agreement is confidential and shall not be disclosed to third parties, except in the cases provided by legislation and to the extent necessary for the performance of the Agreement.

15.2 Amendments and supplements to the Agreement shall be made in writing or in a form which can be reproduced in writing and shall enter into force once both Parties have confirmed them.

15.3 A Party may not transfer the rights and obligations arising from the Agreement to a third party without the prior written consent of the other Party.

15.4 If any provision of the Agreement is or becomes invalid, this shall not affect the validity of the remaining provisions. The Parties shall replace the invalid provision with a valid one which is as close as possible to it in its economic substance.

15.5 The Agreement (together with its annexes) constitutes the entire agreement between the Parties and supersedes all prior oral and written agreements relating to the subject matter of the Agreement. The Agreement enters into force once both Parties have signed it.

16. LEGAL BASIS

16.1 This sale and purchase agreement is governed by §§ 208–237 of the Law of Obligations Act (contract of sale) and, as regards the transfer of ownership, by the Law of Property Act.