AS-IS SALES AGREEMENT
Craft Brewing Solutions Pty Ltd — Victoria, Australia
This AS-IS SALES AGREEMENT is made and entered into as of the date of electronic acceptance below (the “Effective Date”), by and between Craft Brewing Solutions Pty Ltd, a corporation registered in Victoria, Australia (the “Agent”), and the Buyer identified below.
Recitals
WHEREAS, the Agent, acting on behalf of the owner (the “Vendor”), has the authority to sell certain second-hand equipment more particularly described herein, and
WHEREAS, the Buyer is desirous of purchasing said equipment on an “as-is, where-is” basis with all faults;
NOW, THEREFORE, in consideration of the mutual covenants, representations, and warranties contained herein, the parties hereto agree as follows:
1. Sale of Equipment
The Agent agrees to sell, transfer, and convey to the Buyer, and the Buyer agrees to purchase from the Agent, all right, title, and interest in and to the equipment described in the invoice issued by the Agent, upon the terms and conditions set forth in this Agreement.
2. Equipment Description
The equipment subject to this Agreement is described in the invoice issued by Craft Brewing Solutions Pty Ltd to the Buyer (the “Invoice”). The Invoice forms part of this Agreement and is incorporated herein by reference. The Buyer confirms they have received, reviewed, and accepted the Invoice prior to executing this Agreement.
In the event of any inconsistency between the equipment described in this Agreement and the Invoice, the Invoice shall prevail.
3. Purchase Price
The total cost of the Equipment, including any shipping, handling, or applicable taxes, shall be as stated on the invoice issued by the Agent (the “Total Cost”). The Total Cost shall be payable in full by the Buyer prior to collection or dispatch of the Equipment.
Any deposit paid towards the Total Cost is non-refundable under all circumstances. By making a deposit, the Buyer acknowledges and agrees to this condition.
4. No Set-Offs or Deductions
The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by CBS, nor to withhold payment of any invoice because part of that invoice is in dispute. Upon receipt of an invoice for payment, if any part of the invoice is in dispute, the Customer must notify CBS in writing within three (3) business days. The invoice shall remain due and payable for the full amount until such time as CBS investigates the dispute claim. No credit shall be passed for a refund until the review is completed. Failure to make payment may result in CBS placing the Customer’s account into default, subject to default interest in accordance with clause 5.
5. Default and Consequences of Default
Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and one half percent (2.5%) per calendar month (and at CBS’ sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
6. Condition of Equipment
(a) The Buyer acknowledges and agrees that the Equipment is being sold on an “AS-IS, WHERE-IS” basis, with all faults and without any representations or warranties of any kind, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
(b) The Buyer accepts the Equipment in its present condition and assumes all risks associated with its use.
7. No Returns; Non-Refundable
The Buyer acknowledges and agrees that all sales of the Equipment are final. Under no circumstances shall the Buyer be entitled to return the Equipment or receive a refund of the Purchase Price, regardless of any defects, latent or patent, or any other condition affecting the Equipment.
8. Limitation of Liability
(a) In no event shall either party, including their respective affiliates, directors, officers, employees, or agents, be liable to the other for any indirect, incidental, consequential, special, or punitive damages of any kind, including, without limitation, lost profits, arising from or in connection with this Agreement or the sale of the Equipment, whether based on contract, tort, strict liability, or any other legal or equitable theory.
(b) The Buyer acknowledges and agrees that the total liability of either party in respect of any claims related to the Equipment or this Agreement shall in no event exceed the Purchase Price paid by the Buyer for the Equipment. However, under no circumstances shall the Buyer be entitled to any refund or return of the Equipment once the sale is finalized.
(c) Risk of loss, damage, or deterioration of the Equipment shall transfer to the Buyer upon the earlier of: (i) the Buyer or their designated carrier taking possession of the Equipment; or (ii) completion of delivery at the agreed-upon location.
(d) The Seller shall not be responsible for any loss, damage, or claims arising from the Buyer’s handling, transportation, installation, storage, or use of the Equipment after the transfer of risk.
(e) Title to the Equipment shall pass to the Buyer only upon full payment of the Purchase Price.
9. Indemnification
The Buyer agrees to indemnify, defend, and hold harmless the Agent, and their respective affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with (i) the Buyer’s use, operation, or possession of the Equipment, and (ii) any breach by the Buyer of its representations, warranties, or covenants under this Agreement.
10. Non-Circumvention Upon Inspection
If an inspection of the Equipment is arranged or undertaken by the Buyer, the Buyer agrees and warrants that it shall not, directly or indirectly, engage in any discussions, negotiations, or transactions with the Vendor or any party introduced by the Agent, except through and with the full knowledge and consent of the Agent.
The Buyer further agrees that it shall not circumvent or attempt to circumvent the Agent in any manner, including but not limited to, entering into a direct transaction or side agreement with the Vendor or any related party.
In the event of any breach of this clause, the Buyer shall be liable to pay the Agent the full amount of commission or fees that the Agent would have otherwise been entitled to under this Agreement, as well as any associated losses, damages, legal fees, and costs incurred by the Agent in enforcing its rights under this clause.
This clause shall survive termination or completion of this Agreement.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to its conflict of law principles.
12. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.
13. Unauthorized Modifications
Any modifications to this agreement without the prior written consent of Craft Brewing Solutions Pty Ltd shall render such modifications null and void. The terms of the original, unaltered agreement shall remain legally binding and enforceable.
14. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
15. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Facsimile or electronic signatures shall be deemed to have the same force and effect as original signatures.
16. Risk of Loss
The risk of loss or damage to the Equipment shall pass to the Buyer upon the Buyer’s receipt of the Equipment. The Buyer shall be responsible for obtaining any necessary insurance to cover such risk.
17. Timely Completion of Sale
The Buyer agrees to complete the purchase and arrange pickup of the Equipment within thirty (30) days from the Effective Date. Failure to complete the transaction within this time shall be deemed a material breach of this Agreement. In such event, the Vendor may, at their sole discretion:
- Retain the non-refundable deposit as liquidated damages; and/or
- Terminate this Agreement and sell the Equipment to another party.
If the Vendor elects to terminate the Agreement under this clause, the Buyer shall have no further rights or claims in relation to the Equipment or this Agreement, and the Vendor shall have no further obligations to the Buyer.
18. Dispute Resolution
Any disputes arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the Australian Centre for International Commercial Arbitration (ACICA).
19. Witness and Secondary Contact
19.1 The Buyer agrees to provide the details of a witness or secondary contact person at the time of executing this Agreement. This person must be someone who can be contacted by CBS in the event that the Buyer becomes unreachable during the term of this Agreement.
19.2 The witness or secondary contact does not assume any financial or legal obligations under this Agreement by virtue of being named herein. Their role is solely to assist CBS in contacting the Buyer if required.
19.3 The Buyer warrants that they have obtained the consent of the nominated witness or secondary contact to provide their personal details to CBS for the purposes outlined in this clause.
19.4 CBS agrees to use the witness or secondary contact details only for the purpose of contacting the Buyer in relation to this Agreement and will handle such details in accordance with applicable privacy laws.
20. Electronic Acceptance
20.1 The Buyer agrees that by ticking the electronic acceptance checkbox below and submitting this form, they are providing their legally binding electronic signature to this Agreement in accordance with the Electronic Transactions Act 1999 (Cth). This electronic acceptance shall have the same legal force and effect as a handwritten signature.
20.2 The Buyer confirms that they have read, understood, and agree to all terms and conditions of this Agreement prior to providing electronic acceptance.
20.3 The date and time of electronic acceptance as recorded by the CBS website system shall be deemed the Effective Date of this Agreement.
20.4 CBS will retain a permanent record of this electronic acceptance, including the Buyer’s name, email address, and timestamp, as evidence of the Buyer’s agreement to these terms.
EXECUTED AS AN AGREEMENT — Craft Brewing Solutions Pty Ltd
Electronic acceptance below constitutes a legally binding signature under the Electronic Transactions Act 1999 (Cth)