DATED 2008
COMPANYA PTY LTD
(“Vendor”)
to
COMPANYB P PTY LTD
("Purchaser")
CONTRACT OF SALE OF EQUIPMENT
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THIS AGREEMENT is made on 30th day of October 2008
BETWEEN / the Vendor named and described in Item 1(a) of the First Schedule (" Vendor")AND / the Purchaser named and described in Item 2 of the First Schedule (“Purchaser")
BACKGROUND
- The Vendor owns equipment which is leased and encumbered by Finance Company
- The equipment is surplus to requirements and the Vendor has agreed to sell the equipment to the Purchaser.
OPERATIVE PART
1. SALE AND PURCHASE
The Vendor agrees to sell to the Purchaser and the Purchaser agrees to buy from the Vendor all the Vendor’s right, title and interest in the Equipment as described in Item 3 of the Second Schedule presently located by the Vendor at the Location shown in Item 4 of the First Schedule.
2. purchase price and payment
2.1 The Purchase Price of the Equipment is the amount shown in Item 5 of the First Schedule.
3. IDENTIFICATION OF FENCING
3.1 The Purchaser shall have the right to inspect the Equipment.
4. mode of payment
4.1 Payment will be regarded for the purpose of this Agreement as having been made by the Purchaser making a direct payment of the amount as shown in Item 5 of the First Schedule, on the Settlement Date as shown in Item 6 of the First Schedule, to Finance Company.
5. dELIVERY AND possession
5.1 On the Settlement Date title and ownership of all Equipment shall pass to the Purchaser.
5.2 The Vendor must transfer the Equipment to the Purchaser at the Settlement Date free from all encumbrances.
6. settlement of disputes
6.1 If a dispute arises out of or relates to this Agreement (including any dispute as to breach or termination of the Agreement) a party to the agreement may not commence any Court proceedings relating to the dispute unless it has complied with this clause except where the party seeks urgent interlocutory relief.
6.2 A party to this agreement claiming that a dispute (“the dispute”) has arisen under or in relation to this Agreement must give written notice to the other party to this Agreement specifying the nature of the dispute.
6.3 On receipt of that notice by that other party, the parties to this Agreement must endeavour in good faith to resolve the dispute expeditiously using mediation.
6.4 The parties must jointly appoint a mediator and agree on the mediator’s remuneration. If the parties fail to agree on the appointment and remuneration within 5 days of service of the notice or any other time that the parties agree to in writing, either party may apply to the President of the Law Institute of Victoria or the President’s nominee to appoint a mediator and determine the mediator’s remuneration.
6.5 The parties must observe the instructions of the mediator about the conduct of the mediation.
6.6 If the dispute is not resolved within 10 days after the mediator is appointed or any other time that the parties agree to in writing, the mediation ceases.
6.7 Each party must pay an equal share of the costs of the mediation to the mediator and each party agrees to indemnify the mediator against liability in respect of the mediation of the dispute.
7. continuing effect
The rights and obligations of each party in respect of the terms and conditions of this Agreement will not merge or be extinguished by or upon completion of Settlement.
8. default
8.1 Time is of the essence in this Agreement.
8.2 If the Purchaser defaults in the payment of money, the Vendor may sue for the unpaid money immediately, without mediating, without giving notice and without affecting any other right.
8.3 If either party defaults, the other party may demand:
8.3.1 Reasonable expenses incurred as a result of the default;
8.3.2 Interest on any money overdue during the period of default at a rate 2% higher than the rate for the time being fixed under section 2 of the Penalty Interest Rates Act 1983 as at the date of the default,
and the Purchase Price shall be altered accordingly.
8.4 If either party defaults, the other party may serve a notice which:
8.4.1 Specifies the default, the expenses attributable to the default and the rate of any interest payable; and
8.4.2 Allows not less than 7 days for the remedy of the default and payment; and
8.4.3 States the rights under clauses 8.5 and 8.6 that the party serving the notice intends to exercise if the default is not remedied.
8.5 If the Purchaser has defaulted the Vendor may in the notice state that, unless the default is remedied all money owing under this Agreement which is not yet due for payment is now due. If the notice is not complied with then that money becomes due.
8.6 The Party giving the notice may state in it that unless the notice is complied with this Agreement is ended. If the notice is not complied with this Agreement is ended and no further notice is necessary.
8.7 If the Vendor ends this Agreement, the Vendor may either:
8.7.1 resell the Equipment by public auction or private contract and sue the Purchaser for all expenses and any deficiency in the price on resale; or
8.7.2 retain the Equipment and sue the Purchaser for damages for breach of contract.
8.8 If the Purchaser ends this Agreement, the Vendor must repay any money paid by the Purchaser, and pay the expenses attributable to the default.
9. SERVICE OF NOTICE
Any demand or notice by one party on or to the other shall be sufficiently served if service personally or if posted by prepaid post to the address of the party appearing in this Agreement.
10. further assurance
Each party agrees to do all things and sign all documents necessary to give full effect to the provisions of this Agreement.
11. duties, costs and expenses
11.1 The Purchaser must pay any stamp duty in respect of the execution, delivery and performance of this Agreement.
11.2 Subject to Clause 12.1, each party must pay its own costs and expenses in respect of the negotiation, preparation, execution and delivery of this Agreement.
12. Counterparts
This Agreement may be executed in any number of counterparts and all counterparts taken together shall be deemed to constitute one and the same instrument.
13. INSPECTION AND ACCESS
The Purchaser may inspect the Equipment within 5 Equipment days before the Settlement Date.
14. SeVERANCE
If any provision of this Agreement does not comply with the law, then the provision must be read down so as to give it as much effect as possible. If it is not possible to give the provision any effect at all, then it must be treated as severable from the rest of this Agreement. This approach is to be used equally where any Court is construing this Agreement and finds an invalid provision.
15. GST CLAUSE
15.1 GST Definitions
For the purpose of this clause:
“GST” means GST within the meaning of the GST Act.
“GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (as amended).
Expressions used in this clause bear the same meaning as those expressions in the GST Act.
15.2 Amounts payable do not include GST
To the extent that a party makes a taxable supply in connection with this agreement, except where express provision is made to the contrary and subject to this clause, the consideration payable by a party under this agreement represents the value of the taxable supply for which payment is to be made.
15.3 Liability to pay GST
Subject to clause 16.4, if a party makes a taxable supply in connection with this agreement for a consideration which, under clause 16.2, represents its value, then the party liable to pay for the taxable supply must also pay, at the same time and in the same manner as the value is otherwise payable, the amount of any GST payable in respect of the taxable supply.
15.4 Tax invoice
A party’s right to payment under clause 15.3 is subject to a valid tax invoice being delivered to the party liable to pay for the taxable supply.
16. NON-MERGER
A provision of this Contract which can, and is intended to, operate after Settlement remains effective.
EXECUTED as a Deed
EXECUTED by the said COMPANYA PTY LTD by an authorised officer in the presence of: / )))
...... / WITNESS
...... / Name of Witness (print)
EXECUTED by the said COMPANYB PTY LTD by an authorised officer in the presence of: / ))
)
...... / WITNESS
...... / Name of Witness (print)
Equipment Sale Agreement
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FIRST SCHEDULE
1. Vendor / CompanyA Pty Ltd (ACN: XXX XXX XXX) of Address enter this Agreement2. Purchaser / CompanyB Pty Ltd of XXX XXX enter this Agreement
3. Description of Equipment / Equipment as per Second Schedule
4. Location of Equipment / Address
5. Purchase Price / $43,509.00
6. Settlement Date / 30th October 2008 or such other date by mutual agreement
SECOND SCHEDULE – EQUIPMENT
Describe Equipment
Equipment Sale Agreement