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As Is Where Is Sale Agreement for Canada

As Is Where Is Sale Agreement Template for Canada

A comprehensive sale agreement governed by Canadian law that facilitates the transfer of property or assets on an 'as is, where is' basis, explicitly excluding warranties and representations about the condition or quality of the sale items. This agreement is commonly used in commercial transactions where the buyer assumes all risks associated with the purchase after having the opportunity to inspect the property or assets. The document includes detailed provisions for risk transfer, liability limitations, and explicit acknowledgments from the buyer regarding the acceptance of the current condition of the sale items, all structured in compliance with Canadian federal and provincial sales laws.

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What is a As Is Where Is Sale Agreement?

The As Is Where Is Sale Agreement is a crucial legal document used in Canadian commercial and private transactions where assets or property are sold in their current condition without warranties or representations. This type of agreement is particularly valuable in scenarios involving used equipment sales, property liquidations, asset disposals, or situations where the seller wishes to limit their liability regarding the condition of the items being sold. The document comprehensively addresses risk transfer, explicitly disclaims warranties, and requires the buyer to acknowledge they have inspected and accept the items in their current state. It's commonly used in both business-to-business and business-to-consumer transactions across Canada, though its application in consumer transactions may be limited by provincial consumer protection laws. The agreement must comply with both federal and provincial legislation, including the Sale of Goods Act and Consumer Protection Act of the relevant province.

What sections should be included in a As Is Where Is Sale Agreement?

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

2. Background: Context of the sale and general description of the property/goods being sold

3. Definitions: Key terms used throughout the agreement, including 'As Is Where Is' definition

4. Subject Matter of Sale: Detailed description of the property/goods being sold with reference to relevant schedules

5. Purchase Price and Payment: Purchase price, payment terms, and method of payment

6. 'As Is Where Is' Basis: Express provision that the sale is on an 'as is where is' basis with all faults and without warranties

7. Disclaimer of Warranties: Explicit disclaimer of all warranties, express or implied

8. Inspection and Acceptance: Buyer's acknowledgment of inspection and acceptance of current condition

9. Risk and Title Transfer: Timing and process for transfer of risk and title

10. Closing and Delivery: Details of closing process and delivery arrangements

11. Buyer's Representations: Buyer's acknowledgments and representations regarding inspection and acceptance of condition

12. Seller's Representations: Limited representations by seller regarding ownership and authority to sell

13. Governing Law: Specification of Canadian law as governing law

14. Dispute Resolution: Process for resolving disputes

15. General Provisions: Standard boilerplate including entire agreement, amendments, notices, etc.

What sections are optional to include in a As Is Where Is Sale Agreement?

1. Environmental Matters: Required when selling property with potential environmental issues or hazardous materials

2. Financing Contingency: Include when buyer's purchase is contingent on obtaining financing

3. Removal Requirements: Include when goods/equipment need to be removed from seller's premises with specific timing and process

4. Regulatory Compliance: Required when sale involves regulated goods or property requiring specific permits or licenses

5. Third Party Consents: Include when transfer requires consent from third parties

6. Security Interest: Include when seller is retaining any security interest until full payment

7. Insurance Requirements: Include when specific insurance is required during removal or transport

8. Indemnification: Enhanced indemnification provisions when selling potentially hazardous or high-risk items

What schedules should be included in a As Is Where Is Sale Agreement?

1. Schedule A - Property Description: Detailed description of all property/goods included in the sale

2. Schedule B - Current Condition Report: Documented current condition including photographs and known defects

3. Schedule C - Price Breakdown: Itemized pricing if multiple items are being sold

4. Schedule D - Known Defects: List of all known defects or issues with the property/goods

5. Schedule E - Delivery Schedule: Timeline and logistics for delivery or removal of goods

6. Schedule F - Required Permits: List of any permits or licenses required for transfer or operation

7. Schedule G - Inspection Report: Third-party inspection reports if available

8. Schedule H - Release Form: Form acknowledging acceptance of goods in current condition

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Canada

Publisher

Ƶ

Cost

Free to use

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