"Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks in [City/Jurisdiction] are authorized or required by law to remain closed, and any period expressed in this Agreement to run for a number of Business Days shall exclude the day on which such period commences.

"Completion" means the consummation of the sale and purchase of the Vehicle in accordance with the Section entitled "Delivery and Handover", comprising the simultaneous payment of the Purchase Price by the Buyer and the physical delivery of the Vehicle and the Title Documents by the Seller, and "Completion Date" means [date], or such other date as the Buyer may designate by written notice to the Seller in accordance with this Agreement.

"Defect" means any fault, malfunction, damage, deficiency, wear beyond that reasonably attributable to the age and recorded mileage of the Vehicle, non-conformity with the description of the Vehicle set forth in this Agreement, or any other condition which impairs or could reasonably be expected to impair the safety, roadworthiness, legal compliance, value, performance or fitness for commercial use of the Vehicle, whether patent or latent.

"Disclosed Condition" means solely those Defects, accident history, repairs and other matters concerning the condition of the Vehicle which have been fairly, specifically and accurately disclosed by the Seller in writing in the Section entitled "Disclosure of Vehicle Condition", with sufficient detail to enable a reasonable purchaser to identify the nature, extent and consequences of the matter so disclosed; any matter disclosed in general, vague or non-specific terms shall not form part of the Disclosed Condition.

"Encumbrance" means any lien, mortgage, charge, pledge, security interest, hire-purchase or conditional sale arrangement, lease, retention of title claim, finance agreement, attachment, seizure order, right of repossession, option, right of pre-emption, third-party ownership claim or other restriction or adverse interest of any kind whatsoever affecting the Vehicle or the right to own, use, register or dispose of it.

"Losses" means any and all losses, liabilities, damages, claims, demands, penalties, fines, judgments, settlements, costs and expenses (including reasonable attorneys' fees, expert fees, towing, storage, repair and re-registration costs, and the costs of procuring a replacement vehicle), whether direct or indirect, actual or contingent.

"Registration Authority" means the governmental or administrative body, department or agency competent in [Jurisdiction] for the registration, licensing and certification of title of motor vehicles, together with any successor body and any agent duly authorized to act on its behalf.

"Title Documents" means the original certificate of title, the vehicle registration certificate, any certificate of roadworthiness, emissions or inspection required by applicable law, all duly executed transfer, assignment and release forms, the written release of any Encumbrance from the holder thereof, and every other document required by the Registration Authority or applicable law to evidence the Seller's ownership of the Vehicle and to effect the transfer of title to, and registration of the Vehicle in the name of, the Buyer.

In this Agreement, unless the context otherwise requires: headings are for convenience only and shall not affect interpretation; words in the singular include the plural and vice versa; references to a person include any individual, company, partnership or other entity; the words "include" and "including" shall be construed without limitation; references to a Section are to the Section of this Agreement bearing the heading so referred to; references to any law include such law as amended or re-enacted from time to time; and no rule of construction shall apply to the disadvantage of a Party on the basis that such Party prepared this Agreement or any part of it.

Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell, assign and transfer to the Buyer, and the Buyer hereby agrees to purchase from the Seller, the Vehicle, with full legal and beneficial title thereto, free and clear of all Encumbrances, together with all rights, benefits and interests attaching thereto as at the Completion Date, including the benefit of any manufacturer's, dealer's or third-party warranties, service plans or extended warranties remaining in effect and capable of assignment.

The sale of the Vehicle shall include, without additional charge, all keys, remote control devices, key cards, owner's manuals, service and maintenance records, spare wheel, tools, jack, navigation and entertainment equipment, and any other accessories and equipment fitted to or supplied with the Vehicle at the time of the Inspection, as more particularly identified in the Section entitled "Description of the Vehicle".

The obligation of the Buyer to proceed to Completion is conditional upon each of the following conditions precedent having been fulfilled to the satisfaction of the Buyer: the results of the Inspection being satisfactory to the Buyer in its sole discretion; the representations and warranties of the Seller being true, accurate and not misleading as at the Effective Date and the Completion Date; the discharge and release of every Encumbrance affecting the Vehicle; the Seller having made available to the Buyer complete and genuine Title Documents; and no Defect, other than the Disclosed Condition, having arisen or been discovered prior to Completion.

The conditions precedent set forth in this Section are for the sole benefit of the Buyer, and the Buyer may, at its sole discretion and by written notice to the Seller, waive any of them in whole or in part, or defer the Completion Date pending their satisfaction, without prejudice to any other right or remedy of the Buyer, including its right to claim for breach of warranty in respect of any matter so waived.

If the conditions precedent have not been fulfilled or waived by the Buyer on or before [long-stop date] (the "Long-Stop Date"), the Buyer may terminate this Agreement by written notice to the Seller, whereupon neither Party shall have any further obligation hereunder, save in respect of any antecedent breach by the Seller and the provisions expressed to survive termination.

The Seller acknowledges that the Buyer is acquiring the Vehicle for business purposes and that the Seller has been informed of the intended commercial use of the Vehicle, namely [description of intended business use], and the Seller has had full opportunity to disclose any matter which could affect such use.

The Seller shall not, from the Effective Date until Completion, sell, offer for sale, lease, lend, pledge, encumber, modify, materially use or otherwise deal with the Vehicle or any part thereof, nor permit any third party to do so, and shall maintain the Vehicle in the same condition as at the date of the Inspection, and the recorded mileage shall not increase by more than [number] [miles/kilometers] between the Inspection and Completion.

The Seller shall afford the Buyer, its employees, agents and nominated professional advisers the right to conduct a personal inspection of the Vehicle (the "Inspection") at [inspection location] at such times as the Buyer may reasonably request during the period of [number] Business Days following the Effective Date (the "Inspection Period"), and the Seller shall extend the Inspection Period by such further period as is reasonably necessary should the Vehicle or any relevant record not be made available as required by this Section.

The Inspection may comprise, at the Buyer's election, a visual and mechanical examination of the Vehicle, a road test of reasonable duration, electronic diagnostic testing, an examination by an independent mechanic, assessor or other qualified professional nominated by the Buyer, verification of the vehicle identification number and engine number against the Title Documents, and the procurement of vehicle history, title, Encumbrance, stolen-vehicle, accident and odometer reports from any available public or commercial source.

The Seller shall, for the purposes of the Inspection, make available the Vehicle, all keys, the Title Documents or true copies thereof, all service, maintenance and repair records, and any other information in the possession or control of the Seller concerning the history and condition of the Vehicle, and shall give truthful and complete answers to all inquiries reasonably made by the Buyer or its advisers.

During any road test conducted as part of the Inspection, the Vehicle shall remain insured under the Seller's policy of insurance, and the Buyer shall bear no liability for any damage to the Vehicle or loss arising during the Inspection save to the extent directly caused by the gross negligence or willful misconduct of the Buyer or its representatives.

If the Inspection reveals any Defect which does not form part of the Disclosed Condition, any discrepancy between the Vehicle and its description in this Agreement, any Encumbrance or any irregularity in the Title Documents, the Buyer may, by written notice to the Seller at any time prior to Completion, at its sole option: reject the Vehicle and terminate this Agreement without liability; require the Seller to remedy such matter at the Seller's sole cost to the reasonable satisfaction of the Buyer prior to Completion; or proceed to Completion subject to a reduction of the Purchase Price in such amount as the Parties may agree or, failing agreement within [number] Business Days, as determined by an independent assessor appointed by the Buyer, whose fees shall be borne by the Seller.

The Buyer shall be entitled to conduct a final walk-through inspection of the Vehicle immediately prior to Completion in order to verify that the Vehicle remains in the condition observed during the Inspection, and the rights set forth in the immediately preceding clause shall apply equally to any matter revealed during such final inspection.

Neither the conduct of the Inspection, nor any failure or decision by the Buyer to inspect any part of the Vehicle, nor any knowledge acquired or capable of being acquired by the Buyer during the Inspection, shall limit, qualify, diminish or waive any representation, warranty, indemnity or other obligation of the Seller under this Agreement, nor shall it be construed as acceptance of any Defect which does not form part of the Disclosed Condition.

The Vehicle which is the subject of this Agreement is described as follows: Make: [make]; Model: [model]; Variant / Trim Level: [variant]; Year of Manufacture: [year]; Date of First Registration: [date]; Body Type: [body type]; Exterior Color: [color]; Interior Color and Upholstery: [description].

The identifying particulars of the Vehicle are as follows: Vehicle Identification Number (VIN): [VIN]; Engine Number: [engine number]; Registration / License Plate Number: [plate number]; Certificate of Title Number: [title number]; Registered Jurisdiction: [jurisdiction].

The technical specifications of the Vehicle are as follows: Engine Capacity: [capacity]; Fuel Type: [fuel type]; Transmission: [manual/automatic]; Drive Configuration: [drive type]; Number of Seats: [number]; and Odometer Reading as recorded on the Effective Date: [reading] [miles/kilometers], which reading the Seller represents to be the true and actual mileage traveled by the Vehicle.

The following keys, accessories, equipment and items shall be delivered with the Vehicle and form part of the sale: [number] keys and remote devices; [list of accessories, optional equipment, spare wheel, tools, floor mats, charging cables, roof racks, tow bar or other equipment]; and [any additional items].

The following documents relating to the Vehicle shall be delivered with the Vehicle, in addition to the Title Documents: the complete service history record; the owner's manual and handbooks; invoices and records of repairs and parts replacement in the Seller's possession; any subsisting manufacturer's or extended warranty documentation; and [any other documents].

The Seller confirms that the Vehicle has had [number] previous registered owners, that it has been used by the Seller solely for [private/commercial/other] purposes, and that it has not been used as a taxi, rental, ride-sharing, driving-school, police, emergency or racing vehicle, save as expressly stated as follows: [details or "None"].

Any discrepancy between the Vehicle as delivered and the description set forth in this Section, howsoever minor, shall entitle the Buyer to exercise the rights set forth in the Section entitled "Pre-Completion Inspection" and, after Completion, shall constitute a breach of the Seller's warranties hereunder.

The total purchase price payable by the Buyer for the Vehicle is [amount in words] ([currency] [amount in figures]) (the "Purchase Price").

The Purchase Price is a fixed and all-inclusive sum which constitutes the entire consideration payable by the Buyer for the Vehicle, including all keys, accessories, equipment, documents and rights referred to in this Agreement, and no additional sum of any nature, whether by way of commission, handling charge, preparation fee, storage fee, delivery charge or otherwise, shall be payable by the Buyer to the Seller or to any person on the Seller's behalf.

The Purchase Price shall not be subject to any increase for any reason whatsoever, but shall be subject to reduction in accordance with the provisions of the Section entitled "Pre-Completion Inspection" or as otherwise agreed in writing between the Parties prior to Completion.

The Purchase Price is inclusive of any tax or charge which, under applicable law, is levied upon or payable by the Seller in respect of the sale, and the Seller shall be solely responsible for accounting for any such tax to the competent authority, without any right of recovery from the Buyer.

Where any amount is required at Completion to discharge an Encumbrance affecting the Vehicle, the Buyer shall be entitled, at its election, to pay such amount directly to the holder of the Encumbrance out of the Purchase Price against delivery of a written release in form satisfactory to the Buyer, and any such payment shall constitute a pro tanto discharge of the Buyer's obligation to pay the Purchase Price.

The Buyer shall be entitled to set off against the Purchase Price any amount due and payable to the Buyer by the Seller under this Agreement, including any sum which the Buyer may be required to pay to any third party in respect of fines, tolls, charges or liabilities attributable to the period prior to Completion which are known or notified at the Completion Date.

The Seller acknowledges that the Purchase Price has been determined on the basis of the description of the Vehicle, the Disclosed Condition and the representations and warranties of the Seller set forth in this Agreement, and that the Buyer would not have agreed to pay the Purchase Price had any of them been untrue, inaccurate or misleading.

The Buyer shall be responsible for submitting the application for transfer of title and registration of the Vehicle in its name to the Registration Authority and for the payment of the associated fees, in accordance with the Section entitled "Taxes, Fees and Expenses", and shall use reasonable endeavors to submit such application within [number] Business Days following Completion or within such shorter period as may be prescribed by applicable law.

The Seller shall, at Completion and at its own cost, deliver to the Buyer the original Title Documents duly signed and completed by the Seller in all respects required for the transfer of title, endorsed in favor of the Buyer, together with evidence of identity of the Seller, and, where the Seller is an entity, evidence of the authority of the signatory, in such form as the Registration Authority may require.

The Seller shall, prior to Completion and at its sole cost, procure the discharge and release of every Encumbrance affecting the Vehicle and procure the removal of any notation thereof from the records of the Registration Authority and any public register of security interests, and shall deliver to the Buyer written evidence thereof satisfactory to the Buyer.

Where required by applicable law, the Seller shall notify the Registration Authority of the disposal of the Vehicle within the period prescribed by law and shall provide the Buyer with a copy of such notification, and the Seller shall promptly deliver to the Buyer any correspondence, notice or document concerning the Vehicle received by the Seller after Completion.

The Seller hereby irrevocably appoints the Buyer, and any officer or agent designated by the Buyer, as its attorney-in-fact, with effect from Completion, for the sole purpose of executing, signing and delivering any document and doing any act which may be required to effect or perfect the transfer of title and registration of the Vehicle in the name of the Buyer, and the Seller undertakes to execute any separate power of attorney or authorization in such form as the Registration Authority may require.

If the Registration Authority refuses, delays or conditions the transfer of title or registration of the Vehicle by reason of any defect in the Title Documents, any Encumbrance, any inaccuracy in the identifying particulars of the Vehicle, any outstanding fine or charge, or any other matter attributable to the Seller or to the period prior to Completion, the Seller shall rectify such matter at its sole cost within [number] Business Days of written notice from the Buyer, failing which the Buyer may exercise the rights set forth in the Section entitled "Default and Termination".

Unless otherwise agreed in writing, the Seller shall remove any personalized or transferable registration plate from the Vehicle only if expressly identified herein as excluded from the sale, namely [details or "None"], and in such event shall procure, at its own cost and prior to Completion, the assignment to the Vehicle of a standard registration number and the issue of corresponding Title Documents.

The Buyer shall pay the Purchase Price in full in a single installment at Completion, simultaneously with and conditional upon the delivery to the Buyer of the Vehicle, all keys, accessories and documents referred to in this Agreement, and the Title Documents in the form required by the Section entitled "Registration and Transfer Formalities", and no part of the Purchase Price shall be payable in advance of Completion.

Payment of the Purchase Price shall be made by [electronic bank transfer of immediately available funds / certified or banker's check / payment through an escrow agent designated by the Buyer] to the account of the Seller with the following particulars: Account Name: [account name]; Bank: [bank name]; Account Number: [account number]; Bank Identifier / Routing Code: [code], or to such other account in the name of the Seller as the Seller may notify in accordance with the following clause.

The Seller shall not be entitled to change the account particulars specified in this Section except by written notice signed by the Seller and confirmed orally by the Seller to the Buyer by telephone at a number previously verified by the Buyer, and the Buyer shall not be liable for any payment made in good faith to an account notified in accordance with this Section, nor for any delay resulting from the Buyer's verification of any purported change of account particulars.

The obligation of the Buyer to pay the Purchase Price shall be discharged upon the Buyer's irrevocable instruction to its bank to transfer the relevant funds, or upon delivery of the relevant check, as the case may be, and the Buyer shall bear no responsibility for any bank charges levied by the Seller's bank or any delay in the crediting of funds attributable to the banking system.

Upon receipt of the Purchase Price, the Seller shall deliver to the Buyer a written receipt, signed by the Seller, acknowledging payment in full and confirming that no further amount is due from the Buyer in respect of the Vehicle.

The Buyer shall be entitled to withhold payment of the Purchase Price, without incurring any liability for late payment or interest, for so long as the Seller is in breach of any obligation to be performed at or prior to Completion, or any condition precedent to the Buyer's obligation to complete remains unsatisfied and has not been waived by the Buyer.

No deposit, advance payment or security of any kind shall be required of the Buyer, and the Seller shall have no right to claim interest, compensation or any other amount in respect of the timing of payment, provided that the Buyer pays the Purchase Price at Completion in accordance with this Section.

The Seller represents and warrants to the Buyer that it has full legal capacity, power and authority to enter into and perform this Agreement; that, where the Seller is an entity, this Agreement has been duly authorized by all necessary corporate action; and that the execution and performance of this Agreement does not and will not conflict with any law, judgment, order, agreement or instrument binding upon the Seller or the Vehicle, nor require the consent of any spouse, co-owner, financier or other third party which has not been obtained.

The Seller represents and warrants that it is the sole legal, registered and beneficial owner of the Vehicle, that it has good and marketable title to the Vehicle, and that upon Completion the Buyer will acquire full, unencumbered and indefeasible title to the Vehicle, free and clear of all Encumbrances and of any claim by any person.

The Seller represents and warrants that the Vehicle is not, and has never been, recorded as stolen, written-off, salvaged, rebuilt, reconstructed, flood-damaged, fire-damaged, or as a total loss by any insurer or authority, nor has it been subject to any seizure, impoundment, confiscation or forfeiture proceedings, and that no claim, litigation, investigation or proceeding is pending or threatened concerning the Vehicle or the Seller's title thereto.

The Seller represents and warrants that the Title Documents are genuine, valid, complete and unaltered; that the vehicle identification number, engine number and other identifying particulars of the Vehicle are original, have not been tampered with, and correspond exactly to those recorded in the Title Documents and the records of the Registration Authority; and that the description of the Vehicle set forth in this Agreement is true and accurate in all respects.

The Seller represents and warrants that the odometer reading of the Vehicle reflects the true and actual mileage traveled by the Vehicle, that the odometer has not been altered, replaced, disconnected, reset or tampered with, and that the Seller has no knowledge of any fact suggesting that the recorded mileage is inaccurate.

The Seller represents and warrants that the Disclosed Condition is true, complete and accurate; that the Seller has disclosed every Defect, accident, repair, modification and other matter known to the Seller, or which the Seller ought reasonably to have known, which may adversely affect the condition, safety, roadworthiness, legal compliance or value of the Vehicle; and that, save for the Disclosed Condition, the Vehicle is free from any material Defect known to the Seller and is in a condition compliant with all applicable roadworthiness, safety and emissions requirements.

The Seller represents and warrants that there are no outstanding parking fines, traffic penalties, tolls, congestion or emissions charges, registration fees, road taxes or other governmental charges relating to the Vehicle in respect of the period prior to Completion, and that the Seller has not received any notice of any outstanding manufacturer's safety recall relating to the Vehicle which has not been remedied, save as stated in the Disclosed Condition.

Each of the representations and warranties set forth in this Section is given as at the Effective Date and shall be deemed repeated at Completion by reference to the facts and circumstances then existing; each is separate and independent and shall not be limited by reference to any other provision of this Agreement; and the Seller acknowledges that the Buyer has entered into this Agreement in reliance upon each of them.

The representations and warranties set forth in this Section shall survive Completion and the registration of the Vehicle in the name of the Buyer, provided that the representations and warranties relating to capacity, title, Encumbrances and the authenticity of the Title Documents and identifying particulars shall survive without limit of time, and all other representations and warranties shall survive for a period of [number] months following the Completion Date; nothing in this Agreement shall exclude or restrict any warranty or right implied in favor of the Buyer by applicable law to the extent the same cannot lawfully be excluded or restricted.

Completion shall take place at [handover location], or at such other location as the Buyer may reasonably designate, at [time] on the Completion Date, and the Seller shall deliver the Vehicle to such location at its own cost and risk.

At Completion, the Seller shall deliver to the Buyer: the Vehicle; all keys, remote devices and accessories described in the Section entitled "Description of the Vehicle"; the Title Documents duly executed; written releases of any Encumbrance; all service records, manuals and documents described in this Agreement; and any security codes, PIN numbers, radio or navigation unlock codes and digital account credentials required for the full use of the Vehicle and its systems.

The Seller shall deliver the Vehicle at Completion in a clean and roadworthy condition, in the same condition as at the date of the Inspection, with all personal belongings of the Seller removed, with a fuel tank or battery charge of not less than [fraction/percentage], and with all personal data of the Seller and any third party deleted from the Vehicle's infotainment, navigation and telematics systems, and any connected mobile applications or subscriptions unlinked from the Seller's accounts.

The Buyer shall be entitled to refuse to accept delivery of the Vehicle if the Vehicle, any accessory or any document tendered by the Seller does not conform in all respects to the requirements of this Agreement, and any such refusal shall not constitute a breach by the Buyer nor give rise to any liability of the Buyer to the Seller.

If the Seller fails to deliver the Vehicle and the Title Documents on the Completion Date in accordance with this Agreement, the Buyer may, at its sole option and without prejudice to its other rights and remedies: defer Completion to such later date as it may specify; proceed to Completion so far as practicable without waiving the Seller's outstanding obligations; or terminate this Agreement in accordance with the Section entitled "Default and Termination".

At Completion, the Parties shall execute a handover certificate recording the date and time of delivery, the odometer reading of the Vehicle, the keys, accessories and documents delivered, and any non-conformity observed, and the signature of the handover certificate by the Buyer shall not constitute a waiver of any right or remedy in respect of any Defect which does not form part of the Disclosed Condition or any non-conformity not apparent upon reasonable visual examination at the time of delivery.

The Seller shall, upon request by the Buyer within [number] days following Completion, deliver to the Buyer any further keys, documents, records or accessories relating to the Vehicle which subsequently come into the possession or control of the Seller, at no cost to the Buyer.

Full legal and beneficial title to the Vehicle shall pass from the Seller to the Buyer at Completion, upon payment of the Purchase Price in accordance with the Section entitled "Payment Terms" and delivery of the Vehicle, notwithstanding that the registration of the Vehicle in the name of the Buyer by the Registration Authority may occur at a later date.

Risk of loss of, damage to, or destruction of the Vehicle shall remain with the Seller until the physical delivery of the Vehicle to the Buyer at Completion, and shall pass to the Buyer only upon the signature of the handover certificate by both Parties.

The Seller shall maintain in full force and effect, until the passing of risk to the Buyer, a policy of insurance covering the Vehicle against loss, damage, theft and third-party liability, with a reputable insurer, in an amount not less than the Purchase Price, and shall, upon request, provide the Buyer with evidence of such insurance.

If, prior to the passing of risk, the Vehicle is lost, stolen, destroyed or damaged in any respect, the Seller shall promptly notify the Buyer in writing, and the Buyer may, at its sole option, terminate this Agreement without liability, or require the Seller to repair the damage at the Seller's cost to the satisfaction of the Buyer prior to Completion, or proceed to Completion subject to an equitable reduction of the Purchase Price, in which case the Seller shall assign to the Buyer all rights to insurance proceeds relating to such damage.

The Buyer shall procure insurance of the Vehicle in its own name with effect from the passing of risk, and the Seller shall not cancel its own insurance in respect of the Vehicle until the passing of risk has occurred.

Notwithstanding the passing of title and risk, the Seller shall remain solely liable for all fines, penalties, tolls, charges, claims and liabilities of any nature arising out of or in connection with the ownership, possession, use or operation of the Vehicle in respect of any period prior to Completion, irrespective of the date on which the same are notified or assessed.

The Seller shall not retain or assert any lien, right of retention, right of resale, right of stoppage or any other right or interest in or over the Vehicle following Completion, and hereby irrevocably waives any such right which may otherwise arise by operation of law.

The Seller hereby discloses to the Buyer the following Defects known to the Seller in the Vehicle, each described with specificity as to its nature, location and extent: [specific description of each known Defect, or "None"].

The Seller hereby discloses the following accident and damage history of the Vehicle, including the date, nature and extent of each incident, whether any insurance claim was made, and the nature of the repairs carried out and by whom: [details of accident and damage history, or "None"].

The Seller hereby discloses the following major repairs, part replacements, modifications, aftermarket installations and alterations to the original manufacturer's specification of the Vehicle, including any replacement of the engine, transmission, airbags, odometer or structural components: [details, or "None"].

The Seller hereby discloses the following information regarding the maintenance and recall status of the Vehicle: date and mileage of last service: [date and mileage]; outstanding scheduled maintenance: [details or "None"]; and outstanding manufacturer's safety recalls or service campaigns: [details or "None"].

The Seller shall have a continuing obligation, from the Effective Date until Completion, to notify the Buyer promptly in writing of any Defect, incident, damage or other matter affecting the condition of the Vehicle which arises or comes to the Seller's knowledge after the Effective Date, and any such notification shall entitle the Buyer to exercise the rights set forth in the Section entitled "Pre-Completion Inspection" but shall not form part of the Disclosed Condition unless the Buyer expressly accepts such matter in writing.

The Buyer accepts the Vehicle subject only to the Disclosed Condition, and nothing in this Agreement shall be construed as acceptance by the Buyer of any Defect, history or matter which does not form part of the Disclosed Condition, nor as acceptance of the Vehicle on an "as is" or "with all faults" basis beyond the Disclosed Condition.

Any failure by the Seller to disclose any matter required to be disclosed under this Section, and any inaccuracy or material omission in the Disclosed Condition, shall constitute a breach of the Seller's representations and warranties and shall entitle the Buyer to all rights and remedies available under this Agreement and applicable law.

The Seller shall indemnify, defend and hold harmless the Buyer, its affiliates, and their respective directors, officers, employees and agents (each an "Indemnified Person") from and against any and all Losses suffered or incurred by any of them arising out of or in connection with: any breach of, or inaccuracy in, any representation or warranty of the Seller; any breach of any covenant or obligation of the Seller; any defect in the Seller's title to the Vehicle or any Encumbrance; any claim by any third party asserting ownership of, or any interest in, the Vehicle; any fine, penalty, toll, charge or liability attributable to the period prior to Completion; and any fraud, misrepresentation or willful concealment by the Seller.

Without limiting the generality of the foregoing, if the Vehicle is seized, repossessed, confiscated or otherwise removed from the possession of the Buyer by reason of any matter attributable to the Seller or the period prior to Completion, the Seller shall, in addition to any other indemnified Losses, refund to the Buyer the Purchase Price in full together with all taxes, fees and costs incurred by the Buyer in connection with the acquisition, registration, insurance and improvement of the Vehicle, and compensate the Buyer for the reasonable cost of procuring a comparable replacement vehicle.

The Buyer shall notify the Seller in writing of any claim by a third party which may give rise to a claim for indemnity under this Section within a reasonable time after becoming aware thereof, provided that any delay in giving such notice shall relieve the Seller of its obligations only to the extent that the Seller is materially prejudiced thereby.

The Buyer shall be entitled to conduct and control the defense and settlement of any third-party claim, and the Seller shall provide all such information and assistance as the Buyer may reasonably request; the Buyer shall consult with the Seller in good faith before agreeing to any settlement, but shall not require the Seller's consent where the Seller has failed to confirm in writing its obligation to indemnify within [number] Business Days of notice of such claim.

The Seller shall pay any amount due under this Section within [number] Business Days of written demand by the Buyer accompanied by reasonable supporting documentation, and any amount not paid when due shall bear interest at the rate of [rate] per cent per annum from the due date until the date of actual payment.

The Buyer shall indemnify the Seller against Losses arising solely from fines, penalties, tolls and third-party claims attributable to the ownership, use or operation of the Vehicle by the Buyer after Completion, including any failure by the Buyer to apply for transfer of registration in accordance with this Agreement, save to the extent such Losses arise from any act, omission or breach of the Seller.

The obligations set forth in this Section shall survive Completion, the registration of the Vehicle in the name of the Buyer, and any termination or rescission of this Agreement.

The aggregate liability of the Buyer to the Seller arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no event exceed an amount equal to [percentage] per cent of the Purchase Price.

The Buyer shall in no event be liable to the Seller for any loss of profit, loss of opportunity, loss of bargain, loss of resale value, or any indirect, incidental, special or consequential loss or damage, howsoever arising.

Nothing in this Agreement shall limit or exclude the liability of the Seller in respect of: any breach of the representations and warranties relating to capacity, title, Encumbrances, the authenticity of the Title Documents, the identifying particulars of the Vehicle or the odometer reading; the indemnities given by the Seller in respect of title, Encumbrances, third-party claims and pre-Completion liabilities; or fraud, fraudulent misrepresentation, willful concealment or willful misconduct.

Subject to the immediately preceding clause, the aggregate liability of the Seller for all other claims arising out of or in connection with this Agreement shall not exceed an amount equal to [number] times the Purchase Price, together with all costs, fees and taxes incurred by the Buyer in connection with the acquisition and registration of the Vehicle.

Subject to the survival periods set forth in the Section entitled "Representations and Warranties of the Seller", no time limitation applicable to claims against the Seller shall be shorter than that provided by applicable law, and the Buyer shall be entitled to bring a claim at any time within the relevant survival period by written notice setting out the nature of the claim in reasonable detail.

Each Party shall take reasonable steps to mitigate any Losses for which it is entitled to claim against the other Party under this Agreement, provided that the Buyer shall not be required to take any step which would be detrimental to its business or to incur any material expense in so doing, and any reasonable costs of mitigation shall be recoverable from the Seller as Losses.

Nothing in this Agreement shall limit or exclude any liability which cannot lawfully be limited or excluded under applicable law, and any limitation or exclusion of liability which is held to be unenforceable shall be deemed modified to the minimum extent necessary to render it enforceable.

Each of the following shall constitute a "Seller Default": the Seller fails to deliver the Vehicle or the Title Documents at Completion in accordance with this Agreement; any representation or warranty of the Seller proves to be untrue, inaccurate or misleading; the Seller fails to discharge any Encumbrance prior to Completion; the Seller sells, encumbers or otherwise deals with the Vehicle in breach of this Agreement; the Seller becomes insolvent, enters into any arrangement with its creditors, or is the subject of any bankruptcy, liquidation or analogous proceeding; or the Seller commits any other material breach of this Agreement.

Upon the occurrence of a Seller Default prior to Completion, the Buyer may, by written notice to the Seller, terminate this Agreement with immediate effect, or require specific performance by the Seller of its obligations, and in either case claim damages and indemnification for all Losses suffered or incurred by the Buyer, including the reasonable costs of the Inspection and any incremental cost of acquiring a comparable vehicle.

If, after Completion, it is established that the Seller did not have good title to the Vehicle, that the Vehicle was subject to an undisclosed Encumbrance which the Seller fails to discharge within [number] Business Days of written notice, that the identifying particulars or odometer reading of the Vehicle were falsified, or that the Seller has committed any fraud or willful concealment, the Buyer may, at its sole option and without prejudice to its other rights, rescind this Agreement by written notice to the Seller, whereupon the Seller shall refund the Purchase Price and all amounts recoverable under the Section entitled "Indemnification" within [number] Business Days, against which the Buyer shall make the Vehicle available for collection by the Seller at the Seller's cost.

The Buyer shall be in default only if it fails to pay the Purchase Price at Completion after the Seller has duly tendered delivery of the Vehicle and the Title Documents in full compliance with this Agreement and all conditions precedent have been fulfilled or waived (a "Buyer Default"), and such failure continues for a period of [number] Business Days after receipt by the Buyer of written notice from the Seller specifying the default and requiring it to be remedied.

Upon the occurrence of a Buyer Default that is not remedied within the period specified in the immediately preceding clause, the Seller's sole and exclusive remedy shall be to terminate this Agreement by written notice to the Buyer and to claim its reasonable, documented out-of-pocket costs directly incurred in preparing for Completion, subject always to the limitations set forth in the Section entitled "Limitation of Liability".

The Buyer may, in addition to its other rights hereunder, terminate this Agreement by written notice to the Seller at any time prior to Completion in the circumstances described in the Sections entitled "Sale and Purchase of the Vehicle", "Pre-Completion Inspection" and "Transfer of Title and Risk", without incurring any liability to the Seller.

Termination or rescission of this Agreement shall be without prejudice to any rights, remedies, obligations or liabilities of the Parties accrued as at the date of termination or rescission, and the provisions of this Agreement relating to indemnification, limitation of liability, governing law and dispute resolution, confidentiality and notices, together with any other provision which by its nature is intended to survive, shall survive such termination or rescission.

The Buyer shall bear and pay all fees charged by the Registration Authority for the transfer of title and registration of the Vehicle in the name of the Buyer, any transfer tax, stamp duty or similar levy imposed by applicable law upon the purchaser in respect of the transfer of the Vehicle, and the cost of issuance of any new registration plates required as a consequence of the transfer, in an amount estimated at [amount] or as otherwise prescribed by the Registration Authority.

The Seller shall bear and pay all income tax, capital gains tax, sales tax, value added tax or other tax imposed upon the Seller by reason of the sale of the Vehicle or the receipt of the Purchase Price, and the Seller shall indemnify the Buyer against any such tax which may be assessed against or recovered from the Buyer.

The Seller shall bear and pay all road taxes, registration renewal fees, parking fines, traffic penalties, tolls, emissions and congestion charges and other governmental charges relating to the Vehicle in respect of any period prior to Completion, and all costs of discharging any Encumbrance, obtaining duplicate or replacement Title Documents, and rectifying any irregularity in the records of the Registration Authority attributable to the Seller.

Where applicable law requires the issue of a certificate of roadworthiness, safety inspection, emissions compliance or similar certificate as a condition of the transfer of title, the Seller shall procure such certificate at its own cost, valid as at the Completion Date, and deliver it to the Buyer as part of the Title Documents.

The Buyer shall bear the costs of its own personnel, mechanics and advisers engaged in connection with the Inspection, provided that where the Inspection reveals any Defect which does not form part of the Disclosed Condition, or any Encumbrance or irregularity in the Title Documents, and the Buyer elects to terminate this Agreement, the Seller shall reimburse the Buyer for all reasonable costs of the Inspection and of any vehicle history reports obtained.

Each Party shall bear its own legal, advisory and other costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement, save as otherwise expressly provided herein.

Any tax, fee or charge not expressly allocated in this Section shall be borne by the Party upon whom it is imposed by applicable law, and the Parties shall cooperate in good faith to make any filings and to provide any information reasonably required for the purposes of any such tax, fee or charge.

This Agreement, and any dispute, controversy or claim arising out of or in connection with it or its subject matter or formation, including any non-contractual dispute or claim, shall be governed by and construed in accordance with the laws of [governing jurisdiction], without regard to its conflict of laws principles.

In the event of any dispute arising out of or in connection with this Agreement, either Party may give written notice of the dispute to the other Party, and authorized representatives of the Parties shall meet and negotiate in good faith with a view to resolving such dispute within [number] Business Days of the date of such notice.

If the dispute is not resolved by negotiation within the period specified in the immediately preceding clause, the dispute shall be submitted to the exclusive jurisdiction of the courts of [city/venue], and each Party irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in such courts on the grounds of venue or inconvenient forum; [alternatively, the Parties may elect to refer the dispute to final and binding arbitration under the rules of [arbitral institution], seated in [seat of arbitration], before [number] arbitrator(s), conducted in the English language].

Notwithstanding the foregoing, the Buyer shall be entitled at any time to apply to any court of competent jurisdiction for injunctive relief, specific performance, an order for the delivery or preservation of the Vehicle or the Title Documents, or any other interim or conservatory measure necessary to protect its rights in respect of the Vehicle.

The prevailing Party in any proceedings arising out of or in connection with this Agreement shall be entitled to recover from the other Party its reasonable attorneys' fees, court or arbitration costs and expenses incurred in connection therewith, in addition to any other relief to which it may be entitled.

Pending the resolution of any dispute, each Party shall continue to perform those of its obligations under this Agreement which are not the subject of the dispute, and the Seller shall not withhold the delivery of any document or item required for the registration or lawful use of the Vehicle by reason of the existence of any dispute.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, understandings, advertisements, listings and agreements, whether written or oral, relating thereto, provided that nothing in this clause shall limit or exclude any liability of the Seller for any statement, representation or listing description made fraudulently or upon which the Buyer has relied, whether or not repeated in this Agreement.

No amendment, variation or modification of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both Parties, and no waiver of any right or remedy shall be effective unless given in writing; no failure or delay by the Buyer in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of that or any other right or remedy.

Any notice under this Agreement shall be in writing and delivered by hand, by recognized courier, by registered mail, or by email with confirmation of transmission, to the Seller at [Seller notice address and email] and to the Buyer at [Buyer notice address and email], marked for the attention of [name/title], or to such other address as a Party may notify in accordance with this clause; a notice shall be deemed received upon delivery if delivered by hand or courier, on the third Business Day after posting if sent by registered mail, and at the time of transmission if sent by email during business hours on a Business Day, or otherwise on the next Business Day.

The Buyer may assign, transfer or novate any or all of its rights and obligations under this Agreement to any affiliate, to any financier providing finance for the acquisition of the Vehicle, or to any successor to its business, upon written notice to the Seller; the Seller shall not assign, transfer, subcontract or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the Buyer.

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

The Seller shall, at its own cost and upon the request of the Buyer, promptly execute and deliver all such further documents and do all such further acts as may be reasonably required to give full effect to this Agreement and to vest in the Buyer full legal and beneficial title to the Vehicle and its unimpeded registration in the Buyer's name.

The Seller shall keep the terms of this Agreement, including the Purchase Price, confidential and shall not disclose them to any third party except as required by law, by the Registration Authority, or to its professional advisers under a duty of confidentiality.

Nothing in this Agreement shall create any partnership, joint venture, agency or employment relationship between the Parties, and save for the Indemnified Persons, who may enforce the indemnities expressed to be given for their benefit, no person other than the Parties shall have any right to enforce any term of this Agreement.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, and the Parties agree that signatures delivered by electronic means, including by scanned copy or a recognized electronic signature platform, shall be valid and binding to the same extent as original handwritten signatures.