SALE AND PURCHASE AGREEMENT

This SALE AND PURCHASE AGREEMENT (hereinafter referred to as “the Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE SELLER], having registered office at [INSERT THE ADDRESS OF THE SELLER] (hereinafter referred as the “Seller” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE BUYER], having registered office at [INSERT THE ADDRESS OF THE BUYER] (hereinafter referred as the “Buyer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Seller and the Buyer shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS:

1. The Seller is in the business of providing [INSERT THE PRODUCTS TO BE PROVIDED BY THE SELLER] (the “Product”);
2. The Buyer desires to purchase the products of the Seller;
3. Both the parties wish to evidence their contract in writing;
4. The parties are duly authorized and have the capacity to enter into this contract;
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. SALE
   1. The Seller agrees to sell the following product(s) to the Buyer:[INSERT LIST THE PRODUCT(S) TO BE PROVIDED BY THE SELLER]
2. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
3. OBLIGATIONS OF SELLER
   1. Deliver the Purchased products in the agreed-upon condition at the agreed time and place.
   2. Provide all necessary documents for the transfer of ownership, including warranties, maintenance records, and compliance certificates (if applicable).
   3. Ensure that the Purchased Assets remain in the same condition as at the time of agreement until the date of delivery.
   4. Notify Buyer of any material changes in the condition of the Purchased Assets prior to Closing.
   5. Assist Buyer in fulfilling any regulatory requirements needed for ownership transfer.
4. OBLIGATIONS OF BUYER
   1. Make timely payment of the Purchase Price as per the agreed terms.
   2. Accept delivery and complete necessary documentation for transfer.
   3. Inspect the Purchased products upon delivery and immediately notify Seller of any discrepancies.
   4. Comply with all legal and regulatory requirements related to the ownership and use of the Purchased products.
   5. Ensure that any third-party financing (if applicable) is secured and ready for disbursement prior to Closing.
5. DELIVERY
   1. The Seller shall deliver the Products to the Buyer on [INSERT THE DATE ON WHICH SELLER SHALL DELIVER PRODUCTS TO BUYER] at [INSERT THE LOCATION WHERE PRODUCTS SHALL BE DELIVERED]. The Products shall be deemed delivered when the Buyer has accepted delivery at the above-referenced location.
6. PAYMENT
   1. In consideration for the products, the Buyer shall pay the Seller a maximum amount of [INSERT THE AMOUNT OF CONSIDERATION TO BE PAID TO SELLER BY BUYER]. The Consideration shall be due and payable upon the Seller providing the Buyer with an invoice.
   2. The Buyer agrees to pay the amount mentioned in the invoice within [INSERT THE DAYS WITHIN WHICH BUYER SHALL PAY THE SELLER] business days. The payment shall be made via [INSERT THE MODE OF PAYMENT].
7. REPRESENTATION AND WARRANTIES
   1. The Seller represents and warrants that:
      1. The Seller has full legal authority to enter into this Agreement and perform its obligations hereunder;
      2. The Seller is the legal owner of the Purchased Products and possesses full rights to transfer them;
      3. The Purchased Products are free from all liens, encumbrances, and third-party claims;
      4. Unless otherwise disclosed, the Purchased Products are in good working condition and suitable for their intended use;
      5. The Seller has disclosed any known defects, deficiencies, or issues concerning the Purchased Products.
   2. The Buyer represents and warrants that:
      1. The Buyer has full legal authority to enter into this Agreement and perform its obligations hereunder;
      2. The Buyer has sufficient financial resources to fulfill its payment obligations under this Agreement;
      3. The Buyer has conducted an inspection of, or has had the opportunity to inspect, the Purchased Products prior to execution of this Agreement;
      4. The Buyer acknowledges and accepts any disclosed defects or issues concerning the Purchased Products.
8. CONFIDENTIALITY
   1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
   2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   4. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
9. TERMINATION
   1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
   2. this Agreement provides a specific date or period for performance of the obligation breached; or
   3. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
   4. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
   5. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
10. INDEMNIFICATION
    1. The Parties indemnifies and shall hold indemnified the other party, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Seller’s product, the breach of any of the Seller’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or any obligations arising out of the Seller infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, taxes, Excise and Import duties, etc.
    2. The Seller shall indemnify and hold harmless the Buyer from and against any claims, damages, liabilities, or expenses arising from pre-closing issues related to the Purchased Products, including but not limited to disputes regarding ownership, undisclosed liens, and regulatory violations.
11. LIMITATION OF LIABILITY
    1. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOSS BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.
12. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
13. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Buyer and Seller.
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
14. FORCE MAJEURE
    1. No failure or omission by the Seller or the Buyer in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Seller or the Buyer, as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than [INSERT NUMBER OF DAYS/ WEEK] days OR week without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
15. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Seller: [INSERT THE EMAIL ID OR/AND ADDRESS OF SELLER]
       2. If to the Buyer: [INSERT THE EMAIL ID OR/AND ADDRESS OF BUYER]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
16. INDEPENDENT CONTRACTOR
    1. The Seller acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner or joint venturer of the Buyer. The Buyer will provide the Seller with the details of the Services it wants the Seller to undertake and perform henceforth. The Buyer shall not withhold any taxes or any amount or payment due to the Seller and which it owes to the Seller in regard to the services rendered by it to the Buyer.
17. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
    8. Entire agreement: This Agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
18. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
19. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Buyer

Name: [INSERT THE NAME OF BUYER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH BUYER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Seller

Name: [INSERT NAME OF SELLER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH SELLER SIGNS THE AGREEMENT]