Seller-Friendly Car Sale Agreement Template

Created October 24, 2026 · Updated October 24, 2026

CAR SALE AGREEMENT

This Car Sale Agreement (the "Agreement") is made and entered into on [Effective Date] (the "Effective Date") by and between:

[Seller Legal Name], a legal entity duly organized and existing under the laws of [Country of Incorporation], having its registered office at [Registered Address], registered under number [Company Registration Number], represented by [Name of Authorized Representative], acting in the capacity of [Title], duly empowered to execute this Agreement (hereinafter referred to as the "Seller");

and

[Buyer Full Name], a natural person of full legal capacity, residing at [Residential Address], holder of identification document number [ID Number] issued by [Issuing Authority] on [Date of Issue] (hereinafter referred to as the "Buyer");

the Seller and the Buyer being hereinafter referred to individually as a "Party" and collectively as the "Parties".

WHEREAS, the Seller is a commercial entity engaged, inter alia, in the business of trading in used motor vehicles and is the lawful owner of the vehicle described herein;

WHEREAS, the Buyer, acting in his or her capacity as a private individual and consumer, has inspected the vehicle and desires to purchase the same from the Seller upon the terms and subject to the conditions set forth herein;

WHEREAS, the Parties have conducted preliminary negotiations and have mutually agreed to formalize the sale and purchase of the said vehicle by executing this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and undertakings herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby covenant and agree as follows.

  1. Definitions and Interpretation

    1. In this Agreement, unless the context otherwise requires, the following terms shall bear the meanings respectively ascribed to them hereunder, and such definitions shall apply equally to the singular and plural forms of the terms so defined.

    2. "Vehicle" shall mean the used motor vehicle, the particulars of which are specified in the section of this Agreement entitled "Vehicle Description and Identification", together with all accessories, documents, keys and ancillary items expressly set forth therein or customarily appurtenant thereto, as the same shall be sold by the Seller and purchased by the Buyer pursuant to this Agreement.

    3. "Purchase Price" shall mean the aggregate monetary consideration payable by the Buyer to the Seller for the Vehicle, as stipulated in the section entitled "Purchase Price and Payment Terms", inclusive of all applicable taxes save as expressly provided otherwise herein.

    4. "Handover" shall mean the physical transfer of possession of the Vehicle, together with its keys and all accompanying documentation, from the Seller to the Buyer at the time and place prescribed by this Agreement.

    5. "Business Day" shall mean any calendar day other than a Saturday, Sunday or public holiday on which commercial banks are open for general banking business in [Country/Jurisdiction].

    6. The headings and captions contained in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. References to any section or clause shall be construed as references to the sections or clauses of this Agreement unless the context otherwise requires.

    7. Words importing one gender shall include every gender, and words importing persons shall include corporations, partnerships, associations and other legal entities. Any reference to a statute, regulation or legal instrument shall be deemed to include any amendment, re-enactment or replacement thereof from time to time in force.

    8. Where any obligation is to be performed within a specified period of days, such period shall be computed in Business Days unless otherwise expressly stated herein, and if the last day for performance falls on a day which is not a Business Day, performance shall be due on the next succeeding Business Day.

  2. Subject Matter of the Agreement

    1. The Seller hereby agrees to sell, convey, assign and transfer unto the Buyer, and the Buyer hereby agrees to purchase, accept and take over from the Seller, the Vehicle described herein, together with all documents, keys and accessories pertaining thereto, upon the terms and subject to the conditions set forth in this Agreement.

    2. The sale contemplated hereunder constitutes a single, indivisible commercial transaction, and neither Party shall be entitled to partial performance, partial rescission or partial variation of the subject matter save with the prior written consent of the other Party.

    3. The Buyer expressly acknowledges that the Vehicle is a used motor vehicle previously registered and operated, and that the purchase thereof is undertaken with full awareness of such status and all consequences flowing therefrom.

    4. The Seller sells the Vehicle in the course of its ordinary business activity, whereas the Buyer purchases the Vehicle exclusively for his or her private, personal and non-commercial use, and the Parties have determined the terms of this Agreement in contemplation of such respective capacities.

    5. Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency or employment relationship between the Parties, the sole legal nexus being that of seller and purchaser arising from the sale and purchase of the Vehicle.

    6. This Agreement supersedes any prior offers, negotiations, proposals, representations, correspondence or understandings, whether oral or written, made or exchanged between the Parties with respect to the subject matter hereof.

  3. Buyer's Acknowledgments and Inspection

    1. The Buyer hereby expressly declares and acknowledges that, prior to the execution of this Agreement, he or she has been afforded a full and unimpeded opportunity to inspect the Vehicle, to examine its documentation and to take such test drives as he or she deemed appropriate.

    2. The Buyer further acknowledges that he or she has, where considered necessary, obtained independent technical, mechanical and legal advice regarding the condition, suitability and value of the Vehicle, or has knowingly and voluntarily elected to waive the right to obtain such advice.

    3. The Buyer confirms that all questions posed by him or her to the Seller concerning the Vehicle have been answered to his or her satisfaction, and that no promises, assurances, representations or guarantees other than those expressly set forth in this Agreement have been relied upon in deciding to enter into this transaction.

    4. The Buyer acknowledges that the Vehicle has been previously used, that it exhibits such wear, tear, defects and deficiencies as are commensurate with its age, mileage and prior use, and that no used motor vehicle can be expected to be free from all faults or imperfections.

    5. The Buyer accepts that any oral statements, advertisements, brochures, listings or informal descriptions concerning the Vehicle shall not form part of this Agreement and shall not give rise to any contractual obligation on the part of the Seller, save to the extent they are expressly incorporated by reference herein.

    6. The Buyer acknowledges having been informed of the mileage reading displayed on the odometer and accepts that, in respect of a used vehicle, such reading is indicative only and that the Seller gives no guarantee as to the accuracy of mileage records derived from periods preceding the Seller's acquisition of the Vehicle.

    7. Upon execution of this Agreement, the Buyer shall be conclusively deemed to have accepted the Vehicle in its then-existing condition, subject only to such obligations of the Seller as are expressly undertaken and remain outstanding under this Agreement.

  4. Vehicle Description and Identification

    1. The Vehicle which is the subject matter of this Agreement is identified as follows: make [Make]; model [Model]; variant/trim [Variant]; body type [Body Type]; year of first registration [Year of First Registration]; vehicle identification number (VIN/chassis number) [VIN]; engine number [Engine Number]; registration plate number [Registration Plate]; color [Color].

    2. The Vehicle is further characterized by the following technical particulars: engine capacity [Engine Capacity]; fuel type [Fuel Type]; transmission [Transmission Type]; power output [Power]; odometer reading at the date hereof [Mileage]; and such further particulars as may be set forth in the vehicle registration certificate.

    3. The Seller shall deliver to the Buyer, concurrently with the Handover, the following documents and items: the original vehicle registration certificate, the service and maintenance booklet (if available), the owner's manual (if available), [Number] key(s) and remote(s), and any other documents customarily accompanying the Vehicle.

    4. Any accessories, equipment or additional items included in the sale and not forming an integral factory-installed part of the Vehicle shall be enumerated as follows: [List of Additional Items/Accessories], and only such enumerated items shall be deemed included in the Purchase Price.

    5. The Seller discloses the following known matters concerning the Vehicle's history, to the extent within its actual knowledge: [Prior Accidents/Repairs/Modifications/Encumbrances/None], and the Buyer accepts the Vehicle on the basis of such disclosure.

    6. The particulars set forth in this section shall prevail in the event of any discrepancy with any other description of the Vehicle appearing in advertisements, listings or other pre-contractual materials.

  5. Purchase Price and Payment Terms

    1. The total Purchase Price for the Vehicle, inclusive of all applicable value-added or sales taxes legally payable by the Seller in respect of the sale, shall be [Amount] [Currency] (the "Purchase Price").

    2. The Purchase Price shall be paid by the Buyer to the Seller in full and without any deduction, set-off, counterclaim or withholding whatsoever, by means of bank transfer in immediately available funds to the following account of the Seller: Account Holder: [Account Holder Name]; Bank: [Bank Name]; Account Number/IBAN: [IBAN]; SWIFT/BIC: [SWIFT/BIC]; Reference: [Payment Reference].

    3. Payment shall be effected and credited to the Seller's designated account prior to and as a strict condition precedent to the Handover of the Vehicle. No part of the Vehicle, keys or documents shall be released to the Buyer until the full Purchase Price has been irrevocably received into the Seller's account.

    4. Payment shall be deemed effected only upon unconditional and irrevocable credit of the full Purchase Price to the Seller's account, and the mere issuance of a transfer order, confirmation or receipt by the Buyer's bank shall not constitute payment for the purposes of this Agreement.

    5. Should the Buyer fail to pay the Purchase Price in full within [Number] Business Days from the Effective Date, the Seller shall be entitled, at its sole discretion and without prejudice to any other rights or remedies available to it, to terminate this Agreement with immediate effect by written notice to the Buyer, to retain any sums already received by way of liquidated damages to the extent permitted by law, and to resell the Vehicle to any third party.

    6. All bank charges, transfer fees, correspondent bank commissions and currency conversion costs associated with the payment of the Purchase Price shall be borne exclusively by the Buyer, and the amount credited to the Seller's account shall equal the full Purchase Price net of any such deductions.

    7. Any deposit or part-payment previously made by the Buyer to the Seller in respect of the Vehicle shall be credited against the Purchase Price, provided that the Buyer furnishes evidence of such payment satisfactory to the Seller.

  6. Passing of Risk

    1. The risk of loss, damage, destruction, theft, deterioration or diminution in value of the Vehicle, from whatsoever cause arising, shall pass from the Seller to the Buyer upon the Handover of the Vehicle, or upon the date on which Handover ought to have taken place but was prevented, delayed or refused by reason of any act, omission or default attributable to the Buyer, whichever occurs earlier.

    2. From and after the passing of risk, the Buyer shall bear sole responsibility for the Vehicle and shall be liable for any loss, damage, cost or expense whatsoever arising in connection therewith, irrespective of fault.

    3. Prior to the passing of risk, the Seller shall maintain the Vehicle in substantially the same condition in which it was inspected by the Buyer, fair wear and tear and acts beyond the Seller's reasonable control excepted.

    4. The Buyer shall be solely responsible, from the moment risk passes, for procuring and maintaining at his or her own expense all such insurance coverage as may be required by law or as he or she may consider prudent in respect of the Vehicle, including without limitation third-party liability insurance.

    5. The Seller shall be under no obligation to maintain any insurance in respect of the Vehicle for the benefit of the Buyer following the passing of risk, and any residual insurance held by the Seller shall confer no rights upon the Buyer.

    6. The passing of risk shall occur independently of, and shall not be contingent upon, the completion of any administrative formalities relating to the deregistration or re-registration of the Vehicle.

  7. Delivery and Handover

    1. The Handover of the Vehicle shall take place at the Seller's business premises located at [Seller's Premises Address], on [Handover Date] or on such other date as the Parties may mutually agree in writing, provided always that Handover shall not occur prior to the Seller's irrevocable receipt of the full Purchase Price.

    2. The Buyer shall collect the Vehicle in person or through a duly authorized representative furnishing a written power of attorney satisfactory to the Seller, and shall present valid identification and such other documents as the Seller may reasonably require.

    3. At the Handover, the Seller shall deliver to the Buyer the Vehicle together with all keys, documents, accessories and ancillary items enumerated in the section entitled "Vehicle Description and Identification", and the Parties shall execute a handover protocol recording the condition of the Vehicle, the odometer reading and the items delivered.

    4. Should the Buyer fail to take Handover of the Vehicle on the appointed date, the Seller shall be entitled to charge a reasonable storage fee of [Amount] [Currency] per day commencing from the day following the appointed Handover date, and to recover any additional costs or losses occasioned by such delay.

    5. The Buyer's signature on the handover protocol shall constitute conclusive evidence of receipt of the Vehicle in the condition therein described, together with all documents and accessories listed, and shall preclude the Buyer from subsequently asserting that the Vehicle or any accompanying item was missing or defective at the time of Handover, save in respect of hidden defects not reasonably discoverable upon ordinary inspection, subject nonetheless to the exclusion of warranty set forth herein.

    6. Transportation of the Vehicle from the Seller's premises to any other location after Handover shall be undertaken by the Buyer at his or her sole cost, risk and responsibility.

    7. If Handover is delayed by more than [Number] Business Days beyond the appointed date through the fault of the Buyer, the Seller may, by written notice to the Buyer, terminate this Agreement, retain the Purchase Price received to the extent of its damages, and dispose of the Vehicle at its discretion.

  8. Condition of the Vehicle and Exclusion of Warranty

    1. THE VEHICLE IS SOLD AND PURCHASED STRICTLY ON AN "AS-IS, WHERE-IS" BASIS, WITH ALL FAULTS, DEFECTS AND DEFICIENCIES, WHETHER PATENT OR LATENT, KNOWN OR UNKNOWN, AND WITHOUT ANY WARRANTY, GUARANTEE OR ASSURANCE WHATSOEVER ON THE PART OF THE SELLER AS TO ITS CONDITION, QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, PERFORMANCE, DURABILITY, SAFETY OR CONFORMITY.

    2. To the fullest extent permitted by applicable law, the Seller hereby expressly disclaims and excludes all warranties, conditions, representations and terms of any nature whatsoever, whether express, implied, statutory or arising from course of dealing or trade usage, in respect of the Vehicle, including without limitation any implied warranty of merchantability, satisfactory quality or fitness for a particular purpose.

    3. The Buyer expressly acknowledges and agrees that he or she has not relied upon any statement, representation, assurance or warranty made or given by or on behalf of the Seller which is not expressly set forth in this Agreement, and the Buyer irrevocably waives any claim, demand or cause of action for breach of any such extra-contractual statement.

    4. Any obligations which cannot lawfully be excluded or limited as between the Seller acting in the course of business and the Buyer acting as a consumer shall remain in effect to the minimum mandatory extent required by applicable law, and nothing in this Agreement shall be construed as excluding or limiting such mandatory obligations. All other warranties and obligations are hereby excluded to the maximum extent permitted.

    5. The Seller shall not be liable for any defect, malfunction, failure or deterioration of the Vehicle manifesting itself after Handover, nor for any direct, indirect, incidental, consequential or special damages whatsoever arising out of or in connection with the condition or use of the Vehicle, save for liability which cannot lawfully be excluded.

    6. Any manufacturer's warranty subsisting in respect of the Vehicle, if transferable, shall pass to the Buyer upon Handover without any undertaking, guarantee or responsibility whatsoever on the part of the Seller as to its scope, enforceability or continued validity.

    7. The Buyer shall have no right to rescind this Agreement, to claim reduction of the Purchase Price, to claim damages or to require repair or replacement on account of the condition of the Vehicle, except insofar as such rights are mandatorily conferred upon the Buyer by applicable law and cannot be contractually excluded.

  9. Transfer of Ownership

    1. Title to and ownership of the Vehicle shall pass from the Seller to the Buyer upon the concurrence of the following two conditions: (i) the irrevocable receipt by the Seller of the full Purchase Price in cleared funds; and (ii) the Handover of the Vehicle to the Buyer.

    2. Until the aforesaid conditions are both satisfied, the Seller shall retain full legal and beneficial ownership of the Vehicle, notwithstanding any physical possession, use or control thereof that may inadvertently or temporarily have come into the hands of the Buyer.

    3. The Seller warrants that, at the moment of transfer of ownership, it shall convey to the Buyer good and marketable title to the Vehicle, free and clear of any mortgage, pledge, lien, charge, security interest, encumbrance or third-party claim of any nature whatsoever, save as may have been expressly disclosed to the Buyer in writing prior to the Effective Date.

    4. The Seller shall execute and deliver such further documents, instruments and assurances as may reasonably be required to perfect, evidence or give effect to the transfer of ownership of the Vehicle to the Buyer.

    5. The Buyer shall take all steps necessary and appropriate to record and give effect to his or her ownership of the Vehicle, including without limitation complying with any registration, titling and notification requirements imposed by applicable law or by any competent authority.

    6. The passing of ownership shall be independent of the completion of administrative re-registration formalities, which remain the responsibility of the Buyer as further set forth herein.

  10. Deregistration and Re-Registration Obligations

    1. Promptly following the Handover and upon receipt of a written request from the Buyer, the Seller shall undertake, at its own cost, the deregistration of the Vehicle from the Seller's name with the competent vehicle registration authority of [Country/Jurisdiction], and shall furnish the Buyer with such documentary evidence of deregistration as may be issued by the said authority.

    2. The Buyer shall, at his or her sole cost and expense, be solely and exclusively responsible for the re-registration, titling and licensing of the Vehicle in his or her own name, and for compliance with all administrative formalities incident thereto, within the period prescribed by applicable law and in any event no later than [Number] days following the Handover.

    3. The Buyer shall bear all taxes, duties, fees, levies, charges and expenses of any nature whatsoever associated with the re-registration, titling, licensing, roadworthiness certification, emissions testing and insurance of the Vehicle following Handover.

    4. The Buyer undertakes to furnish the Seller, upon the Seller's written request, with documentary proof of the completed re-registration of the Vehicle in the Buyer's name, within [Number] Business Days of such request.

    5. Should the Buyer fail or neglect to re-register the Vehicle within the period aforesaid, the Seller shall be entitled, without prejudice to any other right or remedy, to notify the competent authorities of the sale and transfer of the Vehicle, and the Buyer shall indemnify and hold the Seller harmless against any and all consequences arising from such failure.

    6. The Parties shall cooperate in good faith and shall promptly execute and deliver such further documents, declarations, powers of attorney and consents as may reasonably be required to effect the deregistration and re-registration contemplated herein.

  11. Release of Liability

    1. With effect from the Handover, the Buyer hereby irrevocably and unconditionally releases, discharges and holds harmless the Seller, together with its officers, directors, employees, agents, affiliates and representatives, from any and all claims, demands, suits, actions, liabilities, losses, damages, costs and expenses of any nature whatsoever, whether known or unknown, present or future, arising out of or in connection with the Vehicle, its condition, use, operation, possession or ownership from and after the Handover.

    2. The Buyer shall indemnify, defend and hold harmless the Seller against any and all claims brought by any third party, including without limitation any passenger, pedestrian, motorist, authority or insurer, in respect of any act, omission, accident, incident or event occurring in connection with the Vehicle on or after the Handover.

    3. The Buyer shall indemnify the Seller in respect of any fine, penalty, tax, toll, charge or administrative sanction imposed on the Seller as the registered keeper of the Vehicle in consequence of any act, omission or event occurring on or after the Handover and prior to the completion of re-registration.

    4. The release and indemnity set forth in this section shall survive the completion of the sale, the Handover and any termination of this Agreement, and shall remain in full force and effect without limitation of time.

    5. The Buyer shall promptly notify the Seller in writing upon becoming aware of any claim, demand or proceeding in respect of which the Seller may be entitled to the benefit of this release or indemnity, and shall afford the Seller all reasonable cooperation in the defense or settlement thereof.

    6. Nothing in this section shall operate to release the Seller from liability for fraud, willful misconduct or any liability which cannot lawfully be excluded.

  12. Representations and Warranties of the Parties

    1. The Seller represents and warrants to the Buyer that it is a duly constituted legal entity validly existing under the laws of its jurisdiction of incorporation and has full power, authority and capacity to enter into and perform this Agreement.

    2. The Seller represents and warrants that it is the lawful and sole owner of the Vehicle, that the Vehicle is free of any undisclosed mortgage, pledge, lien, charge, encumbrance or third-party right, and that it has full authority to sell and transfer the Vehicle to the Buyer.

    3. The Seller represents and warrants that, to the best of its actual knowledge as at the Effective Date, the Vehicle is not the subject of any outstanding theft report, insurance total-loss declaration or legal proceeding of which it has not informed the Buyer in writing.

    4. The Buyer represents and warrants that he or she is a natural person of full legal age and capacity, acting on his or her own behalf as a private individual, and has full power and authority to enter into and perform this Agreement.

    5. The Buyer represents and warrants that the funds used for payment of the Purchase Price have been lawfully obtained and are not the proceeds of any criminal activity, and that the purchase of the Vehicle complies with all applicable laws and regulations binding upon the Buyer.

    6. The Buyer represents and warrants that he or she holds, or shall prior to operating the Vehicle on public roads obtain, all driving licenses, permits, authorizations and insurances required by applicable law.

    7. Each Party represents and warrants that the execution and performance of this Agreement does not and will not contravene any law, regulation, order or agreement binding upon it.

  13. Taxes, Fees, and Costs

    1. The Purchase Price is stated inclusive of such value-added, sales or turnover tax as may be chargeable by the Seller in respect of the sale under the laws applicable to the Seller.

    2. All taxes, duties, levies, fees, charges and expenses arising in connection with the re-registration, titling, licensing, insuring and use of the Vehicle on and after the Handover, including without limitation road tax, registration tax, environmental charges, insurance premiums and inspection fees, shall be borne exclusively by the Buyer.

    3. Each Party shall bear its own costs and expenses, including legal and professional fees, incurred in connection with the negotiation, preparation, execution and performance of this Agreement.

    4. Any transfer tax, stamp duty or similar impost that may be chargeable upon the sale and transfer of the Vehicle to the Buyer shall be borne by the Buyer, unless applicable mandatory law provides otherwise.

    5. Bank charges and transfer costs associated with the payment of the Purchase Price shall be borne by the Buyer as further provided in the section entitled "Purchase Price and Payment Terms".

    6. Any administrative fees, penalties or surcharges arising from the Buyer's delay or failure in complying with his or her re-registration obligations shall be borne solely by the Buyer, and the Buyer shall indemnify the Seller in respect thereof.

    7. The Buyer shall, upon request, furnish the Seller with such information or documentation as may reasonably be required to enable the Seller to comply with its tax reporting obligations in connection with the sale.

  14. Confidentiality and Data Protection

    1. Each Party undertakes to treat as strictly confidential, and not to disclose to any third party without the prior written consent of the other Party, the commercial terms of this Agreement, in particular the Purchase Price and the identity of the counterparty, save to the extent that disclosure is required by law, by any competent authority or for the purpose of enforcing the Party's rights hereunder.

    2. The confidentiality undertaking set forth herein shall not apply to information which is or becomes publicly available otherwise than through breach of this Agreement, or which is lawfully obtained from a third party free of any obligation of confidentiality.

    3. The Seller shall process the personal data of the Buyer solely for the purposes of performing this Agreement, complying with its legal obligations, including tax, accounting and vehicle registration requirements, and asserting or defending its legal rights.

    4. The Seller shall implement and maintain appropriate technical and organizational measures to safeguard the personal data of the Buyer against unauthorized or unlawful processing and against accidental loss, destruction or damage, in accordance with applicable data protection laws.

    5. The Buyer acknowledges that his or her personal data may be disclosed to competent authorities in connection with the deregistration, re-registration or taxation of the Vehicle, and consents to such disclosure to the extent necessary for the aforesaid purposes.

    6. The confidentiality obligations set forth herein shall survive the completion or termination of this Agreement for a period of [Number] years.

    7. Each Party shall promptly notify the other upon becoming aware of any actual or suspected breach of the confidentiality or data protection obligations contained herein and shall take all reasonable steps to mitigate the consequences thereof.

  15. Notices

    1. Any notice, request, demand, consent or other communication required or permitted to be given under this Agreement shall be in writing and in the English language, and shall be delivered by hand, by registered or recorded post with acknowledgment of receipt, by internationally recognized courier service, or by electronic mail with confirmation of receipt.

    2. Notices to the Seller shall be addressed to: [Seller Legal Name], [Registered Address], Attention: [Contact Person], Email: [Seller Email].

    3. Notices to the Buyer shall be addressed to: [Buyer Full Name], [Residential Address], Email: [Buyer Email].

    4. A notice delivered by hand or by courier shall be deemed received upon actual delivery; a notice sent by registered post shall be deemed received on the fifth Business Day following dispatch; and a notice sent by electronic mail shall be deemed received on the Business Day of transmission, provided no delivery failure notification is received by the sender.

    5. Either Party may change its address for notices by giving written notice to the other Party in accordance with the provisions of this section, such change to take effect no earlier than five Business Days after receipt of such notice.

    6. Notices shall not be effective if sent by any means other than those expressly provided for in this section, save with the written consent of the receiving Party.

  16. Governing Law and Dispute Resolution

    1. This Agreement shall be governed by, construed and enforced in accordance with the substantive laws of [Country/Jurisdiction], without regard to its conflict of laws principles.

    2. The Parties shall endeavor to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination, amicably through good-faith negotiations within a period of [Number] days from the date on which written notice of the dispute is served by one Party on the other.

    3. Failing amicable resolution within the period aforesaid, any such dispute, controversy or claim shall be submitted to the exclusive jurisdiction of the competent courts of [City, Country/Jurisdiction], to which jurisdiction the Parties hereby irrevocably submit.

    4. Notwithstanding the foregoing, nothing herein shall preclude either Party from seeking urgent injunctive, interim or conservatory relief before any court of competent jurisdiction where necessary to protect its rights.

    5. Any mandatory consumer protection rights conferred upon the Buyer by the law of the Buyer's habitual residence shall not be prejudiced by the choice of law or forum set forth in this section, to the extent that such rights cannot be contractually derogated from.

    6. The prevailing Party in any dispute arising hereunder shall, to the extent permitted by applicable law and the discretion of the adjudicating body, be entitled to recover from the other Party its reasonable legal costs and expenses.

  17. Severability and Entire Agreement

    1. If any provision of this Agreement is held by any court or competent authority to be invalid, illegal or unenforceable in whole or in part, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect.

    2. The Parties shall negotiate in good faith to replace any invalid, illegal or unenforceable provision with a valid, legal and enforceable provision the economic and legal effect of which comes as close as possible to that of the replaced provision.

    3. This Agreement, together with any documents expressly referred to herein, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations and discussions, whether oral or written, between the Parties relating thereto.

    4. Each Party acknowledges that, in entering into this Agreement, it has not relied upon any statement, representation, warranty, assurance or undertaking, whether written or oral, which is not expressly set forth in this Agreement.

    5. The failure or delay of either Party to exercise any right, power or remedy under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof.

    6. No waiver of any provision of or any default under this Agreement shall be effective unless made in writing and signed by the waiving Party, and any such waiver shall apply only to the specific instance for which it is given.

  18. Amendments and Assignment

    1. No amendment, modification, supplement or variation of this Agreement shall be valid or binding unless made in writing and duly signed by the authorized representatives of both Parties.

    2. The Buyer shall not assign, transfer, delegate, charge, subcontract or otherwise dispose of any of his or her rights or obligations under this Agreement without the prior written consent of the Seller.

    3. The Seller may assign, transfer or novate its rights and obligations under this Agreement to any affiliate or successor in business, upon written notice to the Buyer.

    4. Any purported assignment or transfer in contravention of this section shall be null, void and of no effect.

    5. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

    6. This Agreement is executed in two original counterparts in the English language, one for each Party, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first above written.

THE SELLER:

[Seller Legal Name]

By: ______________________________

Name: [Name of Authorized Representative]

Title: [Title]

Date: ______________________________

Signature: ______________________________

THE BUYER:

[Buyer Full Name]

By: ______________________________

Identification Document: [ID Type and Number]

Date: ______________________________

Signature: ______________________________