Private Car Sale Agreement Template
PRIVATE CAR SALE AGREEMENT
This Private Car Sale Agreement (the "Agreement") is made and entered into as of [Effective Date] (the "Effective Date"), by and between:
[Seller Full Legal Name], an individual residing at [Seller Residential Address], holding identification document number [Seller ID Type and Number] (the "Seller"); and
[Buyer Full Legal Name], an individual residing at [Buyer Residential Address], holding identification document number [Buyer ID Type and Number] (the "Buyer").
The Seller and the Buyer are each referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Seller is the sole registered and legal owner of the motor vehicle more particularly described in Schedule A – Vehicle Description and Condition Report, which the Seller has owned and used solely for personal, family and household purposes and not in the course of any trade or business;
WHEREAS, the Seller is not a motor vehicle dealer, does not hold himself or herself out as having specialized knowledge of motor vehicles, and is selling the Vehicle as an isolated private transaction;
WHEREAS, the Buyer desires to purchase the Vehicle from the Seller for the Buyer's own personal use, and has had the opportunity to inspect, test drive and evaluate the Vehicle before entering into this Agreement;
WHEREAS, the Parties intend that the Vehicle be sold strictly on an "as-is, where-is" basis, with all faults, whether known or unknown, and without any warranty except the limited representations as to title expressly set forth herein; and
WHEREAS, the Parties wish to set forth in writing the terms and conditions upon which the Seller shall sell and the Buyer shall purchase the Vehicle, including the payment of a non-refundable deposit, the payment of the balance by certified or cashier's check upon handover, the odometer disclosure and the transfer of title.
NOW, THEREFORE, in consideration of the mutual covenants, promises and undertakings set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Definitions and Interpretation
"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 Business Days shall exclude the day on which the triggering event occurs.
"Certified Funds" means a certified check or a cashier's check drawn on, issued by and payable through a federally or nationally chartered or otherwise duly licensed commercial bank, savings institution or credit union having a physical branch located in [City/Jurisdiction], made payable solely to the order of the Seller in the exact amount required hereunder, and expressly excluding personal checks, business checks, money orders, wire transfers, electronic payment applications, cryptocurrency and any other form of payment not approved by the Seller in writing.
"Certificate of Title" means the official certificate of title, ownership document or equivalent instrument issued by the Motor Vehicle Authority evidencing the Seller's ownership of the Vehicle, together with any assignment, transfer or release section thereof required to be completed and executed by the Seller in order to convey ownership of the Vehicle to the Buyer.
"Deposit" means the sum of [Currency Symbol][Deposit Amount] paid by the Buyer to the Seller in accordance with the Section entitled "Purchase Price and Non-Refundable Deposit," which sum shall be credited against the Purchase Price upon Handover and shall otherwise be non-refundable except solely as expressly provided in this Agreement.
"Handover" means the physical delivery of the Vehicle, its keys and the Certificate of Title by the Seller to the Buyer, conditioned upon and occurring only after the Seller's receipt and verification of the Balance in Certified Funds, as more fully described in the Section entitled "Delivery, Handover and Transfer of Possession."
"Handover Date" means [Handover Date], or such other date as the Parties may agree in writing, provided that in no event shall the Handover Date occur later than [Number] calendar days after the Effective Date without the Seller's prior written consent.
"Purchase Price" means the total sum of [Currency Symbol][Purchase Price Amount] payable by the Buyer to the Seller for the Vehicle, and "Balance" means the Purchase Price less the Deposit actually received and retained by the Seller.
"Vehicle" means the used motor vehicle identified by the year, make, model, vehicle identification number and other particulars set out in Schedule A – Vehicle Description and Condition Report, together with all of its components, parts, accessories, equipment, spare tire, keys, remote transmitters and owner's manuals present in or with the vehicle as of the Effective Date, but excluding the Seller's personal belongings, license plates (unless otherwise required by the Motor Vehicle Authority to remain with the vehicle) and any toll transponder, parking permit or similar device registered to the Seller.
In this Agreement, unless the context otherwise requires: headings are for convenience only and shall not affect interpretation; words importing the singular include the plural and vice versa; words importing any gender include all genders; the words "include," "includes" and "including" shall be deemed to be followed by "without limitation"; references to any Section or Schedule are to the sections and schedule of this Agreement; Schedule A – Vehicle Description and Condition Report forms an integral part of this Agreement; 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.
Sale and Purchase of the Vehicle
Subject to the terms and conditions of this Agreement, the Seller agrees to sell, assign and convey to the Buyer, and the Buyer agrees to purchase, accept and pay for, all of the Seller's right, title and interest in and to the Vehicle, for the Purchase Price and in the condition existing at the time of Handover.
The sale contemplated herein is a private, isolated and casual sale between individuals, and the Buyer expressly acknowledges that the Seller is not a merchant, dealer, broker or other person dealing in goods of the kind sold, and that no obligation, standard of conduct or implied term applicable to merchants or dealers shall apply to the Seller.
The Seller's obligation to sell the Vehicle is expressly conditioned upon the Buyer's timely payment of the Deposit, the Buyer's tender of the Balance in Certified Funds at or before Handover, and the Buyer's full performance of all other obligations required to be performed by the Buyer on or before the Handover Date.
Until Handover has been completed in accordance with this Agreement, legal and equitable title to the Vehicle shall remain vested exclusively in the Seller, and the Buyer shall acquire no ownership, possessory, security or other interest in the Vehicle by virtue of the execution of this Agreement or the payment of the Deposit alone.
Between the Effective Date and Handover, the Seller shall continue to have the right to retain, store and use the Vehicle in the ordinary course for personal purposes, provided that the Seller shall not intentionally cause material damage to the Vehicle and shall not drive the Vehicle more than [Number] additional miles or kilometers beyond the odometer reading recorded in Schedule A – Vehicle Description and Condition Report without the Buyer's consent.
Upon execution of this Agreement and receipt of the Deposit, the Seller shall withdraw any public advertisement of the Vehicle and shall refrain from entering into a binding agreement to sell the Vehicle to any third party, unless and until this Agreement is terminated in accordance with its terms.
The Buyer represents and warrants that the Buyer is of legal age and has full legal capacity to enter into and perform this Agreement, that the Buyer is purchasing the Vehicle for the Buyer's own account, and that the Buyer is not acting as an agent or nominee for any undisclosed principal.
Transfer of Title, Registration and Associated Costs
At Handover, and only after the Seller has received and verified the Balance in Certified Funds, the Seller shall execute and deliver to the Buyer the Certificate of Title, duly signed in the appropriate assignment section, together with a bill of sale in the form customarily required by the governmental agency responsible for motor vehicle titling and registration in [Jurisdiction] (the "Motor Vehicle Authority").
The Seller shall complete the Certificate of Title and any related transfer documents accurately and legibly, inserting the date of sale, the Purchase Price, the odometer reading and the Buyer's name and address as provided by the Buyer, and the Buyer shall be solely responsible for the accuracy of all information the Buyer furnishes for such purpose.
The Buyer shall, at the Buyer's sole cost and expense, submit the executed Certificate of Title and all other documents required by the Motor Vehicle Authority, and shall complete the transfer of title and registration of the Vehicle into the Buyer's name, within [Number] calendar days following the Handover Date or such shorter period as may be prescribed by applicable law.
The Buyer shall bear and pay, and shall indemnify and hold the Seller harmless from, all title transfer fees, registration fees, license plate fees, sales and use taxes, excise taxes, transfer taxes, documentary fees, emissions or safety inspection fees and any other governmental charges, penalties or assessments arising from or relating to the sale, transfer, titling or registration of the Vehicle, whether assessed against the Buyer or the Seller.
Unless the law of the place of registration requires otherwise, the Seller shall remove and retain the license plates currently affixed to the Vehicle at Handover, and the Buyer shall be solely responsible for obtaining temporary or permanent registration, plates or permits before operating the Vehicle on any public road.
The Seller shall be entitled, at any time on or after the Handover Date, to file with the Motor Vehicle Authority any notice of sale, notice of transfer, release of liability or similar filing available to a transferor, and the Buyer hereby irrevocably consents to such filing and authorizes the Seller to disclose the Buyer's name and address for that purpose.
The Buyer shall be solely liable for, and shall indemnify, defend and hold the Seller harmless from and against, all parking citations, traffic violations, toll charges, impound and towing fees, fines, liabilities, claims and expenses (including reasonable attorneys' fees) arising from the ownership, operation, use, parking or storage of the Vehicle from and after the time of Handover, irrespective of whether title has then been formally transferred.
Should the Buyer fail to complete the transfer of title within the period required hereunder, the Seller may, without obligation, notify the Motor Vehicle Authority of the sale and take any other lawful step to protect the Seller from continuing liability, and the Buyer shall reimburse the Seller on demand for all costs reasonably incurred in doing so.
Purchase Price and Non-Refundable Deposit
The Buyer shall pay the Seller the Purchase Price of [Currency Symbol][Purchase Price Amount], which the Parties acknowledge has been freely negotiated, reflects the age, mileage, condition and disclosed defects of the Vehicle, and is a fair and complete price for the Vehicle sold on an "as-is, where-is" basis.
Upon execution of this Agreement, or no later than [Number] Business Days thereafter, the Buyer shall pay the Deposit to the Seller by [Deposit Payment Method], and this Agreement shall not become binding upon the Seller unless and until the Deposit has been received by the Seller in cleared funds within such period.
The Buyer acknowledges and agrees that the Deposit is paid in consideration of the Seller removing the Vehicle from the market, foregoing other prospective purchasers, and holding the Vehicle for the Buyer until the Handover Date, and that the Deposit constitutes a reasonable pre-estimate of the Seller's damages in the event of the Buyer's failure to complete the purchase, such damages being difficult to ascertain with precision.
The Deposit shall be non-refundable in all circumstances, including the Buyer's change of mind, the Buyer's inability to obtain financing, insurance or registration, the Buyer's dissatisfaction with any subsequent inspection, and any failure by the Buyer to complete the purchase, save only where this Agreement is terminated due to the Seller's uncured default or as expressly provided in the Section entitled "Risk of Loss and Insurance."
The Seller shall acknowledge receipt of the Deposit in writing upon request, and the Deposit shall be credited in full against the Purchase Price at Handover.
The Balance shall be due and payable in full, without set-off, deduction, counterclaim or withholding of any kind, at Handover, and no portion of the Balance may be deferred, financed by the Seller, paid in installments or made subject to any condition not expressly stated herein.
The Purchase Price is exclusive of all taxes, fees and governmental charges allocated to the Buyer under this Agreement, and no such tax, fee or charge shall reduce the net amount received by the Seller.
Payment by Certified or Cashier's Check
The Balance shall be paid exclusively in Certified Funds delivered to the Seller in person at Handover, and the Seller shall have no obligation to accept, and may refuse without liability, any other form or method of payment.
The Buyer shall notify the Seller in writing, no later than [Number] Business Days before the Handover Date, of the name and branch address of the financial institution that will issue the Certified Funds, and the Seller may object to any issuing institution that the Seller, acting reasonably, cannot verify.
Before releasing the Vehicle or the Certificate of Title, the Seller shall be entitled to verify the authenticity, validity and availability of the Certified Funds by contacting the issuing institution directly using contact information independently obtained by the Seller, and not information printed on the instrument or supplied by the Buyer.
At the Seller's election, Handover shall take place at, or immediately following a visit to, a branch of the issuing institution during its regular business hours, so that the Seller may present, deposit or verify the Certified Funds in person, and the Buyer shall cooperate fully with such arrangements.
The Seller shall not be required to complete Handover unless and until the Seller is reasonably satisfied that the Certified Funds are genuine and will be honored, and any delay in Handover resulting from the verification process shall not constitute a default by the Seller.
If the Certified Funds tendered by the Buyer are dishonored, reversed, stopped, recalled, counterfeit or otherwise not paid in full for any reason, the Buyer shall be in material default, title to the Vehicle shall be deemed never to have passed to the Buyer, and the Buyer shall immediately return the Vehicle, its keys and all transfer documents to the Seller at the Buyer's expense, in the same condition as at Handover.
Any instrument tendered in an amount exceeding the Balance shall not oblige the Seller to make change or a refund in cash at Handover, and any excess shall be refunded to the Buyer by the Seller only after the instrument has been finally paid.
As-Is, Where-Is Sale and Disclaimer of Warranties
THE BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE VEHICLE IS A USED MOTOR VEHICLE AND IS SOLD STRICTLY "AS IS, WHERE IS" AND "WITH ALL FAULTS," IN ITS PRESENT CONDITION AS OF THE DATE OF HANDOVER, WITHOUT ANY WARRANTY, GUARANTEE OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, EXCEPT SOLELY THE LIMITED REPRESENTATIONS AS TO TITLE SET FORTH IN THE SECTION ENTITLED "SELLER'S REPRESENTATIONS REGARDING TITLE AND ABSENCE OF ENCUMBRANCES."
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SELLER HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF ROADWORTHINESS, SAFETY, DURABILITY, QUALITY, WORKMANSHIP OR COMPLIANCE WITH EMISSIONS, SAFETY OR EQUIPMENT STANDARDS, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
The Seller makes no representation or warranty as to the mechanical, electrical, structural or cosmetic condition of the Vehicle, the condition of its engine, transmission, drivetrain, brakes, suspension, steering, cooling system, electrical system, frame or body, the remaining life of any component, the absence of rust, flood, fire or hail damage, the fuel economy of the Vehicle, or the Vehicle's ability to pass any inspection required for registration.
Any statement, description, advertisement, listing, photograph, opinion, estimate or comment made or provided by or on behalf of the Seller, whether before or after the Effective Date, concerning the Vehicle's condition, history, performance, value or mileage is provided for general information only, does not form the basis of the bargain, and shall not constitute a warranty or representation of any kind.
The Buyer assumes the entire risk as to the quality, condition and performance of the Vehicle, and should the Vehicle prove defective or require repair following Handover, the Buyer shall bear the entire cost of all necessary servicing, repair, correction or replacement, without recourse against the Seller.
Any remaining portion of a manufacturer's warranty or third-party service contract that may apply to the Vehicle is not provided by the Seller, and the Seller makes no representation as to its existence, transferability or coverage; the Buyer shall rely solely on the terms of any such warranty or contract and on the issuer thereof.
The disclosure of defects and accident history made by the Seller in this Agreement and in Schedule A – Vehicle Description and Condition Report shall not be construed as a representation that no other defects exist or as a limitation of the "as-is" nature of this sale.
Delivery, Handover and Transfer of Possession
Handover shall take place on the Handover Date at [Handover Location Address], or at such other location as the Seller may reasonably designate in accordance with the Section entitled "Payment by Certified or Cashier's Check," between the hours of [Start Time] and [End Time].
At Handover, the Buyer shall tender the Balance in Certified Funds and present a valid government-issued photographic identification, and, upon the Seller's verification of the Certified Funds, the Seller shall deliver to the Buyer the Vehicle, all keys and remote transmitters in the Seller's possession, the executed Certificate of Title, the bill of sale and any owner's manuals and service records listed in Schedule A – Vehicle Description and Condition Report.
The Buyer shall take delivery of the Vehicle at the Handover location and shall be solely responsible, at the Buyer's own risk and expense, for removing, driving, towing or transporting the Vehicle therefrom, and the Seller shall have no obligation to deliver the Vehicle to any other place.
Prior to Handover, the Seller shall remove all personal belongings from the Vehicle and may clear any personal data, paired devices, garage door codes and navigation history stored in the Vehicle's systems, and the Buyer releases the Seller from any responsibility for items or data remaining in the Vehicle thereafter.
The Parties shall jointly record the odometer reading displayed at Handover on the Certificate of Title and in Schedule A – Vehicle Description and Condition Report, and each Party shall initial the recorded figure.
If the Buyer fails to appear and complete Handover on the Handover Date, the Seller may, at the Seller's sole option, either grant the Buyer a single extension of up to [Number] Business Days, during which the Buyer shall pay storage charges of [Currency Symbol][Daily Storage Amount] per day, or treat such failure as a material default by the Buyer under the Section entitled "Default and Remedies."
Possession of the Vehicle shall pass to the Buyer upon completion of Handover, and the Buyer's acceptance of the keys shall constitute conclusive evidence of the Buyer's acceptance of the Vehicle in its then-existing condition.
Seller's Representations Regarding Title and Absence of Encumbrances
The Seller represents to the Buyer that the Seller is the sole lawful owner of the Vehicle, that the Seller's name appears as owner on the Certificate of Title, and that the Seller has full legal right, power and authority to sell and transfer the Vehicle to the Buyer.
The Seller represents that, as of the Effective Date and at Handover, the Vehicle is free and clear of any loan, lien, security interest, charge, pledge, lease, conditional sale arrangement, mechanic's or storage lien, judgment, levy or other encumbrance of any kind, and that no lienholder is noted on the Certificate of Title.
The Seller represents that, to the Seller's actual knowledge, the Vehicle is not stolen, has not been reported stolen, and is not the subject of any pending seizure, forfeiture, repossession or governmental hold.
The Seller represents that, to the Seller's actual knowledge, the Certificate of Title does not bear any brand or designation such as "salvage," "rebuilt," "reconstructed," "flood," "junk" or "lemon law buyback," except as may be stated in Schedule A – Vehicle Description and Condition Report.
The Seller covenants not to create or permit to be created any encumbrance on the Vehicle between the Effective Date and Handover, and to deliver to the Buyer at Handover such title as the Seller holds, free of any encumbrance created by the Seller.
The representations in this Section are the only representations given by the Seller in respect of the Vehicle, are given as of the Effective Date and the Handover Date only, and, for purposes of the Seller's liability, shall survive Handover for a period of [Number] months, after which no claim may be brought in respect thereof.
Where any representation in this Section is qualified by reference to the Seller's actual knowledge, such knowledge means the actual, conscious knowledge of the Seller as an individual, without any duty of inquiry, investigation or search of any registry or database.
Odometer Disclosure Statement
The Seller hereby discloses that the odometer of the Vehicle reads [Odometer Reading] [miles/kilometers] as of the Effective Date, and the reading displayed at Handover shall be recorded in accordance with the Section entitled "Delivery, Handover and Transfer of Possession" (the reading so recorded at Handover being the "Odometer Reading").
The Seller certifies that, to the best of the Seller's knowledge, the Seller has not altered, disconnected, reset, rolled back or replaced the odometer during the Seller's period of ownership, other than as may be disclosed in Schedule A – Vehicle Description and Condition Report.
THE SELLER EXPRESSLY STATES, AND THE BUYER EXPRESSLY ACKNOWLEDGES, THAT THE SELLER CANNOT CONFIRM THAT THE ODOMETER READING REFLECTS THE ACTUAL MILEAGE OF THE VEHICLE, AND THAT THE ODOMETER READING IS NOT WARRANTED AS THE ACTUAL MILEAGE. THE ACTUAL MILEAGE OF THE VEHICLE SHALL BE TREATED AS UNKNOWN.
The Seller's inability to confirm the accuracy of the Odometer Reading arises from, among other things, the Seller's lack of knowledge of the Vehicle's use and maintenance prior to the Seller's acquisition of the Vehicle on or about [Date of Seller's Acquisition], and from any matters noted in Schedule A – Vehicle Description and Condition Report.
The Seller shall indicate on the Certificate of Title, or on any separate odometer disclosure form required by the Motor Vehicle Authority, that the Odometer Reading is not the actual mileage or that the actual mileage is unknown, as the applicable form permits, and the Buyer shall countersign and acknowledge such disclosure.
The Buyer acknowledges that the Purchase Price has been negotiated taking into account the uncertainty as to the actual mileage, and that the Buyer has had the opportunity to obtain an independent vehicle history report and to make such other inquiries as the Buyer deems appropriate regarding the Vehicle's mileage history.
The Buyer waives, to the fullest extent permitted by law, any claim against the Seller arising from any discrepancy between the Odometer Reading and the actual mileage of the Vehicle, provided that nothing in this Agreement shall relieve the Seller of liability for any knowing and intentional falsification of the odometer disclosure made herein.
Disclosure of Known Defects and Accident History
The Seller has disclosed to the Buyer, in Schedule A – Vehicle Description and Condition Report, all defects, malfunctions, warning lights, repairs and conditions affecting the Vehicle of which the Seller has actual knowledge as of the Effective Date (the "Disclosed Defects").
The Seller has further disclosed in Schedule A – Vehicle Description and Condition Report every accident, collision, insurance claim, flood, fire or other damage event involving the Vehicle of which the Seller has actual knowledge, together with a general description of the damage sustained and any repairs undertaken to the extent known to the Seller.
The disclosures in this Section and in Schedule A – Vehicle Description and Condition Report are made in good faith, on the basis of the Seller's personal experience as a non-expert owner, and without any mechanical inspection, diagnostic testing or professional evaluation having been performed by or on behalf of the Seller, unless otherwise stated therein.
The Seller makes no representation as to the cause, extent, severity, cost of repair or likely progression of any Disclosed Defect, nor as to the quality or completeness of any repair carried out by the Seller or by any prior owner or repair facility.
The Seller does not represent that the Vehicle's history, as disclosed, is complete for any period prior to the Seller's acquisition of the Vehicle, and the Buyer acknowledges that the Vehicle may have been involved in accidents or sustained damage of which the Seller has no knowledge.
The Buyer acknowledges having read and understood the Disclosed Defects and accident history, and agrees that no Disclosed Defect, and no consequence thereof, shall entitle the Buyer to rescind this Agreement, reduce or withhold any part of the Purchase Price, or claim damages or other relief from the Seller.
If, between the Effective Date and Handover, the Seller becomes actually aware of a new material defect not previously disclosed, the Seller shall inform the Buyer before Handover, and the Buyer's sole remedy in that event shall be either to proceed with the purchase on the terms hereof or to terminate this Agreement by written notice prior to Handover and receive a refund of the Deposit, whereupon neither Party shall have any further liability to the other.
Buyer's Acknowledgments and Inspection
The Buyer acknowledges that the Buyer has been afforded a full and fair opportunity, prior to executing this Agreement, to inspect the Vehicle personally, to test drive it, to review its documents, and to have it examined by an independent mechanic or inspection service of the Buyer's choosing at the Buyer's expense.
The Buyer confirms that the Buyer has either conducted such inspections and test drives as the Buyer considers necessary or has voluntarily elected not to do so, and in either case the Buyer accepts the Vehicle on the basis of the Buyer's own inspection, judgment and evaluation.
Any pre-purchase inspection requested by the Buyer after the Effective Date shall be conducted at a location and time approved by the Seller, at the Buyer's sole cost, before the Handover Date, and the results of such inspection shall not entitle the Buyer to a refund of the Deposit or to any adjustment of the Purchase Price.
The Buyer shall be responsible for, and shall indemnify the Seller against, any damage to the Vehicle, injury to persons or property, traffic violation or other liability arising from any test drive or inspection undertaken by or on behalf of the Buyer, and the Buyer shall ensure that any person test driving the Vehicle holds a valid driver's license and applicable insurance.
The Buyer acknowledges that the Buyer is not relying on any statement, representation, assurance or promise made by or on behalf of the Seller, other than those expressly set forth in the Sections entitled "Seller's Representations Regarding Title and Absence of Encumbrances," "Odometer Disclosure Statement" and "Disclosure of Known Defects and Accident History."
The Buyer acknowledges that the Buyer has received and reviewed a copy of Schedule A – Vehicle Description and Condition Report and has had the opportunity to seek independent legal or technical advice before signing this Agreement.
The Buyer acknowledges that the Vehicle may require repairs, maintenance, inspection or modification in order to be registered, insured or lawfully operated in the Buyer's place of residence, and that the cost of any such work shall be borne entirely by the Buyer.
Risk of Loss and Insurance
Risk of loss, theft, destruction of or damage to the Vehicle shall remain with the Seller until Handover and shall pass to the Buyer immediately and irrevocably upon completion of Handover, regardless of whether title has then been registered in the Buyer's name.
If, before Handover, the Vehicle is destroyed, stolen or damaged to an extent that, in the Seller's reasonable opinion, materially impairs its value, the Seller shall notify the Buyer and either Party may terminate this Agreement by written notice, whereupon the Seller shall refund the Deposit to the Buyer within [Number] Business Days and neither Party shall have any further liability to the other.
If, before Handover, the Vehicle sustains minor damage that does not materially impair its value, the Seller may, at the Seller's option, either repair such damage before Handover or offer the Buyer a reasonable reduction in the Purchase Price, and the Buyer shall accept the Vehicle on either such basis.
All insurance proceeds payable in respect of any loss or damage to the Vehicle occurring before Handover shall belong exclusively to the Seller.
The Buyer shall obtain and maintain, effective no later than the time of Handover, motor vehicle liability insurance and such other insurance coverage as is required by law for the operation of the Vehicle, and shall provide the Seller with satisfactory evidence of such insurance upon request at Handover.
The Seller shall be entitled to cancel, suspend or transfer the Seller's own insurance policy covering the Vehicle effective upon Handover, and the Buyer shall not under any circumstances rely upon the Seller's insurance coverage for any purpose after Handover.
If the Seller grants the Buyer an extension of the Handover Date at the Buyer's request, the Seller shall not be liable for any loss or damage to the Vehicle occurring during the extension period except to the extent caused by the Seller's gross negligence or willful misconduct.
Limitation of Liability and Release
To the maximum extent permitted by applicable law, the Seller shall not be liable to the Buyer or any third party for any indirect, incidental, consequential, special, exemplary or punitive damages, or for any loss of use, loss of income, towing, rental vehicle, storage, travel, diminution in value or inconvenience, arising out of or in connection with the Vehicle or this Agreement, however caused and on any theory of liability.
The Seller's aggregate liability arising out of or in connection with this Agreement and the Vehicle, whether in contract, tort (including negligence), misrepresentation, strict liability or otherwise, shall in no event exceed the portion of the Purchase Price actually received by the Seller.
Effective upon Handover, the Buyer, on behalf of the Buyer and the Buyer's heirs, successors, assigns and insurers, hereby fully and forever releases, acquits and discharges the Seller from any and all claims, demands, actions, causes of action, damages and liabilities, whether known or unknown, suspected or unsuspected, arising out of or relating to the condition, quality, performance, safety, history, mileage, defects or value of the Vehicle.
The Buyer expressly waives the benefit of any law or principle that would otherwise limit a general release to claims known or suspected at the time of executing the release, and acknowledges that the Buyer may later discover facts different from those now known or believed, and that the release herein shall nonetheless remain fully effective.
The Buyer shall indemnify, defend and hold harmless the Seller from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) asserted by any third party arising from the Buyer's ownership, possession, operation, repair, modification or resale of the Vehicle after Handover.
Nothing in this Agreement shall exclude or limit any liability of a Party for fraud, intentional misrepresentation, or any other liability that cannot be excluded or limited under applicable law, and the limitations and release in this Section shall be enforced only to the extent so permitted.
The limitations, exclusions, release and indemnities contained in this Section shall survive Handover and any termination of this Agreement.
Default and Remedies
The Buyer shall be in material default under this Agreement if the Buyer fails to pay the Deposit when due, fails to tender the Balance in Certified Funds at Handover, tenders Certified Funds that are not honored, fails to appear for Handover by the end of any extension granted by the Seller, or otherwise repudiates or fails to perform any material obligation hereunder.
Upon any material default by the Buyer, the Seller may, by written notice to the Buyer, terminate this Agreement with immediate effect, retain the Deposit in its entirety as liquidated damages and not as a penalty, and thereafter sell or otherwise dispose of the Vehicle to any third party on any terms the Seller sees fit, free of any claim by the Buyer.
In addition to retaining the Deposit, the Seller shall be entitled to recover from the Buyer any storage charges accrued under this Agreement and any costs incurred by the Seller in recovering the Vehicle following a dishonored payment, together with all reasonable attorneys' fees and collection costs.
The Seller shall be in default under this Agreement only if the Seller, without lawful excuse, fails to complete Handover within [Number] Business Days after the Buyer has given written notice that the Buyer stands ready, willing and able to tender the Balance in Certified Funds, and the Seller has failed to cure such failure within that period.
Upon an uncured default by the Seller, the Buyer's sole and exclusive remedy shall be to terminate this Agreement by written notice and receive a full refund of the Deposit within [Number] Business Days, and the Buyer hereby waives any right to specific performance, damages, or other relief against the Seller arising from the Seller's failure to complete the sale.
No termination of this Agreement shall affect any rights or obligations that accrued prior to termination, nor any provision of this Agreement which by its nature is intended to survive termination.
The failure or delay of the Seller in exercising any remedy hereunder shall not operate as a waiver of that remedy, and the Seller's remedies under this Section are cumulative with any other rights the Seller may have under applicable law, except where expressly stated to be exclusive.
Governing Law and Dispute Resolution
This Agreement and any dispute, controversy or claim arising out of or in connection with it, including its formation, validity, interpretation, performance or termination, shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction.
In the event of any dispute arising out of or relating to this Agreement or the Vehicle, the Parties shall first attempt in good faith to resolve the dispute through direct negotiation, and either Party may initiate such negotiation by written notice describing the dispute in reasonable detail.
If the dispute is not resolved within [Number] calendar days after delivery of such notice, either Party may commence proceedings exclusively in the courts of competent jurisdiction located in [County/City and Jurisdiction], and each Party irrevocably submits to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.
Notwithstanding the foregoing, either Party may bring a claim within the monetary jurisdiction of a small claims court located in [County/City and Jurisdiction], and the Seller may at any time seek urgent injunctive or other interim relief to recover possession of the Vehicle following a dishonored payment.
To the fullest extent permitted by applicable law, each Party knowingly, voluntarily and intentionally waives any right to a trial by jury in any proceeding arising out of or relating to this Agreement.
In any action or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, court costs and expenses from the non-prevailing Party.
Any claim by the Buyer arising out of or relating to this Agreement or the Vehicle must be commenced within [Number] months after the Handover Date, or within such longer minimum period as may be mandated by applicable law, failing which such claim shall be permanently barred.
Miscellaneous Provisions
This Agreement, together with Schedule A – Vehicle Description and Condition Report, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, advertisements, listings, communications, understandings and agreements, whether written or oral, relating thereto.
No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both Parties, and no waiver of any breach shall be deemed a waiver of any other or subsequent breach.
All notices under this Agreement shall be in writing and shall be deemed duly given when delivered by hand, one Business Day after dispatch by a recognized overnight courier, or upon transmission by email with confirmation of receipt, in each case to the addresses and email addresses set forth in the signature section of this Agreement or to such other address as a Party may designate by notice.
The Buyer may not assign, transfer or delegate this Agreement or any of the Buyer's rights or obligations hereunder without the prior written consent of the Seller, and any purported assignment in breach of this clause shall be void; this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives and permitted assigns.
If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect.
Time shall be of the essence with respect to the Buyer's obligations to pay the Deposit and the Balance and to complete Handover on the Handover Date.
Each Party shall, at the Buyer's expense where the matter relates to title, registration or taxes, execute and deliver such further documents and take such further actions as may be reasonably required to give full effect to this Agreement.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, and signatures delivered by electronic means or in portable document format shall be as effective as original signatures, provided that the Certificate of Title shall be signed in original form as required by the Motor Vehicle Authority.
Nothing in this Agreement shall be construed as creating any partnership, agency, employment or fiduciary relationship between the Parties, and no person other than the Parties and their permitted successors shall have any right to enforce any term of this Agreement.
Schedule A – Vehicle Description and Condition Report
Vehicle Identification: Year: [Year]; Make: [Make]; Model: [Model]; Trim/Version: [Trim]; Body Style: [Body Style]; Exterior Color: [Color]; Interior Color: [Color]; Vehicle Identification Number (VIN): [VIN]; Engine: [Engine Description]; Transmission: [Automatic/Manual]; Fuel Type: [Fuel Type]; Certificate of Title Number: [Title Number]; Title Brand, if any: [None/Describe]; Current Registration/Plate Number: [Plate Number].
Odometer Information: Odometer reading at the Effective Date: [Reading] [miles/kilometers]; Odometer reading at Handover: [Reading] [miles/kilometers]; Odometer Status: NOT WARRANTED – ACTUAL MILEAGE UNKNOWN; Reason(s) the Seller cannot confirm accuracy: [Describe]; Date the Seller acquired the Vehicle: [Date]. Seller's initials: [____] Buyer's initials: [____].
Items Delivered With the Vehicle: Number of keys and remote transmitters: [Number]; Owner's manual: [Yes/No]; Service records: [Describe or None]; Spare tire and jack: [Yes/No]; Other accessories: [Describe]. Items excluded from the sale: [Describe, e.g., license plates, toll transponder, personal accessories].
Condition Report: Exterior and body (dents, scratches, rust, paint condition): [Describe]; Glass and lights: [Describe]; Tires and wheels: [Describe]; Interior (seats, upholstery, dashboard, controls): [Describe]; Engine and transmission (as observed by the Seller, without professional inspection): [Describe]; Brakes, steering and suspension (as observed by the Seller): [Describe]; Electrical systems and dashboard warning lights currently illuminated: [Describe]; Air conditioning and heating: [Describe].
Known Defects: The Seller discloses the following defects, malfunctions and conditions of which the Seller has actual knowledge: [Defect 1 – Description]; [Defect 2 – Description]; [Defect 3 – Description]; [Additional defects or "None known beyond the above"].
Accident and Damage History: The Seller discloses the following accidents, collisions, insurance claims and damage events of which the Seller has actual knowledge: [Date – Description of incident – Area of Vehicle affected – Repairs performed, if known]; [Additional incidents or "None known to the Seller"]. The Seller has no knowledge of the Vehicle's accident or damage history prior to [Date of Seller's Acquisition] except as follows: [Describe or None].
Acknowledgment: The Buyer confirms that the Buyer has read this Schedule A – Vehicle Description and Condition Report, has had the opportunity to inspect the Vehicle and verify the foregoing information, and accepts the Vehicle "as-is, where-is" with all faults, including those disclosed above and any undisclosed or unknown defects. Seller's initials: [____] Buyer's initials: [____] Date: [Date].
IN WITNESS WHEREOF, the Parties have executed this Private Car Sale Agreement as of the Effective Date first written above, each Party acknowledging that it has read and understood this Agreement, including the "as-is" disclaimer, the odometer disclosure, the non-refundable nature of the Deposit, and the limitation of liability and release.
SELLER
Signature: ______________________________
Full Legal Name: [Seller Full Legal Name]
Address: [Seller Residential Address]
Telephone: [Seller Telephone Number]
Email: [Seller Email Address]
Identification Document Type and Number: [Seller ID Type and Number]
Date: [Date of Signature]
BUYER
Signature: ______________________________
Full Legal Name: [Buyer Full Legal Name]
Address: [Buyer Residential Address]
Telephone: [Buyer Telephone Number]
Email: [Buyer Email Address]
Driver's License Number and Issuing Authority: [Buyer Driver's License Number and Issuing Authority]
Date: [Date of Signature]
ACKNOWLEDGMENT OF RECEIPT OF DEPOSIT
The Seller acknowledges receipt of the Deposit in the amount of [Currency Symbol][Deposit Amount] on [Date of Receipt] by [Deposit Payment Method].
Seller Signature: ______________________________ Date: [Date]
ACKNOWLEDGMENT OF HANDOVER AND RECEIPT OF BALANCE
The Seller acknowledges receipt of the Balance in the amount of [Currency Symbol][Balance Amount] by Certified Funds No. [Check Number] issued by [Issuing Institution], and the Buyer acknowledges receipt of the Vehicle, [Number] keys and the executed Certificate of Title, at [Time] on [Handover Date], with the odometer reading [Odometer Reading at Handover] [miles/kilometers], which actual mileage is unknown.
Seller Signature: ______________________________ Date: [Date]
Buyer Signature: ______________________________ Date: [Date]
WITNESS OR NOTARY (IF REQUIRED OR DESIRED)
Signature: ______________________________
Name: [Witness or Notary Name]
Commission Number and Expiration, if applicable: [Details]
Date: [Date]