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As Is Purchase Agreement Template for Malaysia

An As Is Purchase Agreement under Malaysian law is a legally binding document used for the sale and purchase of assets in their current condition, without warranties or guarantees regarding their state or functionality. This agreement, governed by Malaysian law including the Contracts Act 1950 and Sale of Goods Act 1957, explicitly states that the buyer accepts the asset in its existing condition, with all faults and defects, whether visible or not. The document includes comprehensive disclaimers and acknowledgments to protect the seller from future claims regarding the asset's condition, while still maintaining compliance with mandatory consumer protection provisions under Malaysian law.

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What is a As Is Purchase Agreement?

The As Is Purchase Agreement is commonly used in Malaysia for transactions where the seller wishes to transfer assets without providing warranties about their condition or functionality. This document type is particularly relevant for sales of used equipment, pre-owned vehicles, second-hand goods, or properties that may have known or unknown defects. The agreement, while predominantly used in commercial contexts, must comply with Malaysian legal requirements including the Contracts Act 1950, Sale of Goods Act 1957, and where applicable, the Consumer Protection Act 1999. The document typically includes detailed descriptions of the assets, explicit acknowledgments of the 'as is' nature of the sale, comprehensive disclaimers, and confirmation of the buyer's opportunity to inspect the assets. It's essential for protecting sellers from future claims while ensuring the transaction remains legally enforceable under Malaysian law.

What sections should be included in a As Is Purchase Agreement?

1. Parties: Identifies and provides full details of the seller and purchaser

2. Background: Explains the context of the sale and confirms seller's ownership of the property/goods

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Details the basic agreement to sell and purchase, including the specific items being sold

5. Purchase Price and Payment: Specifies the purchase price and payment terms, including deposit and balance payment arrangements

6. As Is Condition: Explicitly states that the property/goods are sold 'as is' and details the implications

7. Disclaimers and Acknowledgments: Contains specific disclaimers regarding the condition of the property/goods and buyer's acknowledgment of the as-is nature

8. Inspection and Due Diligence: Confirms buyer's right to inspect and their satisfaction with the inspection

9. Completion: Details the completion process, including timing and logistics of transfer

10. Risk and Title: Specifies when risk and title pass to the buyer

11. Representations and Warranties: Limited warranties from seller about ownership and authority to sell

12. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement

13. Execution: Signature blocks and execution formalities

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

1. Condition Precedents: Used when completion is subject to certain conditions being met

2. Intellectual Property: Required when the sale includes any intellectual property rights

3. Confidentiality: Important when sensitive information is involved in the transaction

4. Tax Provisions: Needed when there are specific tax implications to be addressed

5. Environmental Matters: Required for sales involving property or equipment with potential environmental impacts

6. Employee Matters: Relevant when the sale involves transfer of employees or employee-related assets

7. Insurance: Used when specific insurance arrangements need to be addressed

8. Post-Completion Obligations: Required when parties have continuing obligations after completion

What schedules should be included in a As Is Purchase Agreement?

1. Schedule 1 - Asset Description: Detailed description of all assets being sold

2. Schedule 2 - Known Defects: List of known defects or issues with the assets (if any)

3. Schedule 3 - Payment Schedule: Detailed payment terms and installment schedule if applicable

4. Schedule 4 - Form of Transfer Documents: Ƶ of any required transfer documentation

5. Schedule 5 - Inspection Report: Results of any pre-purchase inspections conducted

6. Appendix A - Photographs: Visual documentation of the asset's condition at time of sale

7. Appendix B - Technical Specifications: Technical details and specifications of the assets being sold

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

Malaysia

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use

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