AGREEMENT FOR SALE OF GOODS BY AGENCY
Craft Brewing Solutions Pty Ltd (ACN 661 903 199)
This agreement is between the Owner identified below and Craft Brewing Solutions Pty Ltd (ACN 661 903 199) (‘the Agent’).
Recitals
The Owner is the lawful owner of the Goods described in Schedule 1 of this Agreement (‘the Goods’).
The Owner warrants that all Goods submitted for sale through Craft Brewing Solutions (“CBS”) must be in full working condition unless otherwise explicitly disclosed in writing. In the event of any damage or defects, the Owner must provide a detailed description of such issues prior to listing the equipment for sale. CBS reserves the right to request further information regarding the equipment’s condition to ensure transparency and maintain the quality of offerings to prospective buyers.
The Owner wishes to engage the Agent to advertise the Goods as being available for sale on the Agent’s website and to otherwise act as the Owner’s agent for the purchase and transfer of property in, and title to, the Goods to the public at large and third-party purchasers (‘the Purchaser’).
In consideration of the Agent’s agreement to undertake these tasks, the Owner agrees to pay such fee or commission as is agreed between the parties in accordance with the terms of this Agreement.
Operative Provisions
1. Agreement to Sell on Behalf of the Owner as Agent
1.1 In return for payment of the price specified in relation to the Goods in Schedule 1 (“the Agreed Commission”), the Agent agrees to advertise the Goods for sale on their website (“the Promotion Period”) and to otherwise act as the Owner’s agent for the purchase and transfer of property in, and title to, the Goods to the Purchaser. “Promotion Period” means the period commencing on the date of this Agreement and continuing until the earlier of (a) the sale of the Goods, or (b) termination of this Agreement, unless otherwise agreed in writing.
1.2 In consideration of the Agent agreeing to advertise the Goods on their website and otherwise promote the Goods for sale, the Owner agrees that in the event the Goods are sold during the Promotion Period, whether by payment being made to the Agent, by payment being made directly to the Owner, or sold by any other means, the Owner is obliged to notify the Agent that the Goods have been sold and to pay the Agent the Agreed Commission specified in Schedule 1.
1.3 In the event the Goods are sold by the Agent, the Agent shall direct the Purchaser to make payment for the Goods to the Agent directly, and upon receipt of such payment, the Agent will be entitled to deduct the Agreed Commission from the sale price before remitting the balance of the proceeds of the sale to the Owner.
2. Manner of Advertising and Promoting Goods for Sale
2.1 By entry into this Agreement, the Agent undertakes to use their best endeavours to advertise and promote the sale of the Owner’s goods, and to sell the Goods at such price as is agreed. The manner of advertising and promoting goods for sale includes placing advertisements, photos, and descriptions of the Goods on the Agent’s business website (https://craftbrewingsolutions.com.au), and through such other means as the Agent in their absolute discretion considers appropriate.
3. Acceptance of Orders
3.1 By entry into this Agreement, the Owner authorises the Agent, without reservation, to sell the Goods to any party which expresses interest in purchasing the Goods, and who covenants to buy the Goods for such agreed sale price as is first instructed by the Owner, or later advised by the Owner as being an accepted offer price for the Goods in question.
3.2 Acceptance of a purchase order by the Agent and payment of the agreed sale price binds both the Owner and Agent to complete the sale to the Purchaser, except in the event that the sale is prevented or prohibited by operation of law.
3.3 Withdrawal from Sale. Once the Agent has received a formal offer from a buyer and has commenced the sales or financing process on the buyer’s behalf, the Owner may not withdraw the Goods from sale or refuse to complete the sale without the written agreement of the Agent. In the event of an unauthorised withdrawal, the Owner agrees to compensate the Agent for lost commission and administrative expenses by paying a cancellation fee equal to 10% of the agreed sale price.
3.4 Disclosure of Encumbrances. The Owner warrants that they have full legal authority to sell the Goods and that the Goods are not subject to any third-party encumbrances, finance obligations, or restrictions that would prevent or materially affect a sale. The Owner must disclose any such encumbrances prior to listing the Goods with the Agent. Failure to disclose such obligations may be deemed a material breach of this Agreement and subject to the cancellation fee under Clause 3.3.
4. Transfer of Risk, Title, and Vendor Shipment Obligations
4.1 The transfer of title and risk from the Owner to the Purchaser shall occur upon the equipment being loaded onto the logistics vehicle for transport, at which point the risk and title in the Goods shall pass to the Purchaser.
4.2 The Owner shall be solely responsible for the proper packing and preparation of the Goods for shipment from their premises in a manner that minimises the risk of damage during transit. It is further agreed that the Agent shall bear no responsibility or liability whatsoever for any failure by the Owner or Purchaser to complete the sale or to arrange for the delivery of the Goods in question.
4.3 Vendor Delay — Cost Liability. Once logistics have been arranged and confirmed in writing by the Purchaser, the Vendor shall be responsible for ensuring that the Goods are available and ready for collection or loading at the agreed date and time. In the event of any delay on the Vendor’s part in making the Goods available for loading — whether due to incomplete preparation, lack of access, or any other reason not caused by the Purchaser — the Vendor shall bear all additional logistics, storage, demurrage, or rescheduling costs incurred as a result of such delay. These additional costs shall be invoiced directly to the Vendor or deducted from any outstanding amounts payable to the Vendor by CBS. The Vendor agrees that CBS shall not be liable for any such costs under any circumstances.
4.4 The Owner bears sole liability in respect to any other claims or suits whatsoever which may be brought in respect to a sale. This includes, but is not limited to, claims brought pursuant to the Consumer Rights Act 2015 (Vic) and claims made under the Product Safety and Consumer Guarantee provisions of The Australian Consumer Law (ACL).
4.5 The Owner agrees unreservedly and without limitation to indemnify the Agent against all claims, liability, or legal costs incurred by the Agent in respect to claims falling within the ambit of this section.
5. Entitlement to Payment of Commission on Sale of Goods
5.1 The Agent is entitled to claim payment from the Owner, or alternatively to deduct the agreed fee or commission following the transfer of Goods to the Purchaser and completion of sale.
5.2 In the event of the Agent rendering an invoice to the Owner requesting payment of the fee or commission, the Owner agrees to pay the amount claimed within such time, and subject to such conditions as are specified in the invoice.
5.3 In the event that the Owner fails to pay any fees, commissions, or other amounts owed to the Agent under this Agreement within the agreed terms, the Owner shall be responsible for all reasonable costs incurred by the Agent in recovering the outstanding amounts. These costs include, but are not limited to, debt collection agency fees, legal fees, and court costs. Additionally, the Agent reserves the right to report the default to credit reporting agencies or industry databases, which may impact the Owner’s credit standing.
6. Exclusive Rights and Non-Circumvention
6.1 The Owner grants the Agent the exclusive right to sell the Goods. If the Goods are sold by any other means during the Promotion Period, the Agent is still entitled to the Agreed Commission. The Owner shall not circumvent the Agent and shall ensure that any potential sales inquiries are directed to the Agent.
6.2 The Owner agrees that if circumvention occurs, whereby the Goods are sold by any means other than through the Agent during the Promotion Period, the Owner must pay the Agent an amount equal to 16.5% (for sales over $5,000) or 17.5% (for sales under $5,000) of the sale price as the Agreed Commission. This clause applies to both domestic and international Owners, ensuring the Agent’s rights are upheld regardless of jurisdiction. For international Owners, the Owner expressly agrees that any dispute related to circumvention or unpaid commission shall be subject to the laws of Victoria, Australia, and resolved through arbitration under the rules of the Australian Centre for International Commercial Arbitration (ACICA). The Owner further agrees to bear any additional costs incurred by the Agent in recovering fees or enforcing this clause internationally, including but not limited to, currency exchange fees, legal fees in foreign jurisdictions, and international debt collection agency fees.
7. Post-Termination Sales Protection
7.1 The Agent is entitled to the Agreed Commission for any Goods sold during a period of 60 days following the termination of this Agreement if the sale can be reasonably attributed to efforts made by the Agent during the Promotion Period.
7.2 If the Owner directly or indirectly sells the Goods to a buyer introduced by CBS at any time within 12 months following the termination of this Agreement, CBS shall be entitled to the full Agreed Commission as if the sale had occurred during the term of this Agreement.
7.3 The Owner shall not engage in any action or agreement that has the effect of circumventing CBS’s entitlement to the Agreed Commission, including delaying a sale to avoid the commission payment. Any such action will result in CBS being entitled to claim the Agreed Commission as damages.
7.4 If the Owner terminates this Agreement, the Owner agrees to pay CBS a fee of AUD $1,000 (excluding GST) for the work performed up to that point, in addition to any commission due under Clauses 7.1, 7.2, and 7.3. Either party may terminate this Agreement upon 14 days’ written notice. If the Owner terminates during the Promotion Period, the AUD $1,000 fee applies.
8. Dispute Resolution
8.1 Any disputes arising under this Agreement shall first be subject to mediation. If mediation fails, the dispute shall be resolved through binding arbitration under the rules of the Australian Centre for International Commercial Arbitration (ACICA).
9. Retention of Funds
9.1 The Agent shall retain a portion of the proceeds from any sale to cover the commission until full payment is confirmed.
10. Unauthorised Modifications
Any modifications to this agreement without the prior written consent of Craft Brewing Solutions Pty Ltd shall render such modifications null and void. In the event that any unauthorised changes are made, the terms of the original, unaltered agreement shall remain legally binding and enforceable as if no modifications had occurred.
11. Confidentiality and Non-Disclosure
11.1 Both parties agree to maintain the confidentiality of this Agreement and any information shared in connection with its execution and performance.
12. Miscellaneous
12.1 Warranty. Each of the parties warrants its powers to enter into this Agreement and has obtained all necessary approvals to do so.
12.2 Force Majeure. Both parties will be released from their respective obligations in case of national emergency, war, prohibitive governmental regulations, or if any other cause beyond the reasonable control of the parties renders the performance of the Agreement impossible.
12.3 Severance. In case any provision of this Agreement is declared void, the parties may amend that provision in a reasonable manner as achieves the intention of the parties without illegality.
12.4 Notices. Notice to either party must be sent by prepaid, recorded delivery or registered post or by electronic mail and deemed received within 72 hours of posting or 24 hours if sent by electronic mail.
12.5 Proper Law. This Agreement will be governed by the laws of Victoria, including formation and interpretation, and must be deemed to have been made in Victoria.
13. Witness and Secondary Contact
13.1 The Owner 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 Owner becomes unreachable during the term of this Agreement.
13.2 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 Owner if required.
13.3 The Owner 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.
13.4 CBS agrees to use the witness or secondary contact details only for the purpose of contacting the Owner in relation to this Agreement and will handle such details in accordance with applicable privacy laws.
14. Electronic Acceptance
14.1 The Owner 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.
14.2 The Owner confirms that they have read, understood, and agree to all terms and conditions of this Agreement, including all clauses and Schedule 1, prior to providing electronic acceptance.
14.3 The date and time of electronic acceptance as recorded by the CBS website system shall be deemed the Effective Date of this Agreement.
14.4 CBS will retain a permanent record of this electronic acceptance, including the Owner’s name, email address, and timestamp, as evidence of the Owner’s agreement to these terms.
SCHEDULE 1 — EQUIPMENT DETAILS
This schedule is completed by Craft Brewing Solutions prior to sending this agreement to the Owner for execution.
| # | Equipment Description | Make / Model | Condition | Agreed Listing Price (AUD ex GST) |
|---|---|---|---|---|
| 1 | ||||
| 2 | ||||
| 3 | ||||
| 4 | ||||
| 5 |
| Sale Price (ex GST) | CBS Commission Rate (ex GST) | Notes |
|---|---|---|
| Greater than $5,000 | 16.5% | |
| Less than $5,000 | 17.5% |
| Pickup Address: | |
| Promotion Period Start: | |
| Special Conditions: |
EXECUTED AS AN AGREEMENT — Craft Brewing Solutions Pty Ltd (ACN 661 903 199)
Electronic acceptance below constitutes a legally binding signature under the Electronic Transactions Act 1999 (Cth)