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Preliminary Sales Agreement for Austria

Preliminary Sales Agreement Template for Austria

This document serves as a legally binding preliminary sales agreement under Austrian law, governed by the Austrian Civil Code (ABGB), particularly § 936. It establishes the framework for a future main sales agreement by defining essential terms, conditions, and obligations of both parties. The agreement includes crucial elements such as the description of the sale object, purchase price, timeline for executing the main agreement, and any conditions precedent. It provides legal security for both parties while maintaining flexibility for detailed terms to be finalized in the main agreement, making it particularly useful in complex transactions where immediate execution of a final sale agreement is not feasible.

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What is a Preliminary Sales Agreement?

The Preliminary Sales Agreement (Vorvertrag) is a crucial legal instrument in Austrian business practice, commonly used when parties have reached agreement on essential terms but need time to finalize details or fulfill certain conditions before executing the main sales agreement. This document type is particularly relevant in complex transactions, real estate deals, or situations requiring due diligence, regulatory approvals, or financing arrangements. Governed by the Austrian Civil Code (ABGB), especially § 936, it creates a legally binding obligation to enter into the main sales agreement while providing a structured framework for the preparation phase. The agreement typically includes detailed provisions about the subject matter, essential terms of the future sale, timelines, and conditions precedent, offering both parties security in their preliminary arrangements while maintaining flexibility for the final agreement.

What sections should be included in a Preliminary Sales Agreement?

1. Parties: Identification and details of the prospective seller and buyer, including full legal names, addresses, and registration numbers for companies

2. Background: Context of the transaction, including brief description of the subject matter and parties' intention to enter into a future sales agreement

3. Definitions: Key terms used throughout the agreement, including 'Main Sales Agreement', 'Subject Matter', and 'Completion Date'

4. Subject Matter of Future Sale: Detailed description of the item/property to be sold in the main agreement, including all relevant specifications or characteristics

5. Essential Terms of Future Sale: Core terms that will be included in the main sales agreement, including purchase price, payment terms, and delivery conditions

6. Timeline and Conditions: Deadline for concluding the main sales agreement and any conditions that must be met before its execution

7. Binding Effect: Statement of the binding nature of the preliminary agreement and consequences of failure to enter into the main agreement

8. Deposit and Costs: Any advance payments or deposits required, and allocation of costs related to both preliminary and main agreements

9. Governing Law and Jurisdiction: Confirmation of Austrian law application and competent courts

What sections are optional to include in a Preliminary Sales Agreement?

1. Due Diligence: Required when the sale involves complex assets requiring investigation - outlines the scope and process of due diligence

2. Financing Conditions: Include when the execution of the main agreement depends on securing financing

3. Regulatory Approvals: Necessary when the transaction requires governmental or regulatory approvals

4. Confidentiality: Include when sensitive information will be exchanged during the preliminary phase

5. Exclusivity: Optional clause preventing the seller from negotiating with other potential buyers

6. Force Majeure: Include when there's a need to address potential extraordinary circumstances that might affect the execution of the main agreement

7. Assignment Rights: Include when parties want to address the possibility of transferring rights under the preliminary agreement

What schedules should be included in a Preliminary Sales Agreement?

1. Description Schedule: Detailed technical description of the sale object, especially important for complex assets or real estate

2. Price Calculation Schedule: When the purchase price involves complex calculations or adjustments

3. Due Diligence Checklist: List of documents and information to be provided during the due diligence phase

4. Timeline Schedule: Detailed timeline of key dates and milestones towards the main agreement

5. Form of Main Agreement: Draft or key terms of the intended main sales agreement

6. Required Approvals: List of necessary regulatory or third-party approvals needed before main agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Austria

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions






























Clauses






























Relevant Industries

Real Estate

Manufacturing

Technology

Automotive

Industrial Equipment

Retail

Agriculture

Energy

Construction

Professional Services

Hospitality

Healthcare

Consumer Goods

Transportation

Mining

Relevant Teams

Legal

Sales

Procurement

Finance

Business Development

Risk Management

Compliance

Operations

Corporate Secretariat

Real Estate

Project Management

Executive Leadership

Commercial Operations

Relevant Roles

Legal Counsel

Contract Manager

Business Development Manager

Chief Executive Officer

Chief Financial Officer

Sales Director

Procurement Manager

Real Estate Manager

Commercial Director

Risk Manager

Compliance Officer

Project Manager

Operations Director

Corporate Secretary

General Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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