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Sale Agreement Without Possession Template for Canada

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Key Requirements PROMPT example:

Sale Agreement Without Possession

"I need a Sale Agreement Without Possession for the purchase of industrial manufacturing equipment worth $2.5M, where the seller will store the equipment in their climate-controlled facility for 3 months until our new factory is ready in March 2025."

Document background
The Sale Agreement Without Possession is a specialized commercial contract designed for situations where a sale is completed but the goods remain in the seller's possession temporarily. This arrangement is common in various scenarios such as agricultural harvests sold before collection, manufactured goods awaiting shipping, or valuable items requiring specific storage conditions. The agreement, governed by Canadian law, carefully balances the rights and obligations of both parties during the period between sale and physical transfer. It addresses critical aspects such as risk of loss, insurance requirements, storage conditions, and access rights, while ensuring compliance with relevant federal and provincial legislation. This document type is particularly valuable in commercial transactions involving bulk goods, seasonal products, or items requiring specialized storage conditions, providing legal certainty while maintaining practical flexibility in the timing of physical transfer.
Suggested Sections

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

2. Background: Context of the sale, brief description of the goods, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the sale including description of goods and purchase price

5. Payment Terms: Details of payment including amount, method, and timing

6. Title and Risk: Provisions regarding when title passes and who bears risk, particularly important given lack of possession

7. Representations and Warranties: Seller's warranties about the goods and buyer's representations regarding payment ability

8. Storage and Maintenance: Responsibilities for storage, maintenance, and insurance while goods remain with seller

9. Access Rights: Buyer's rights to inspect or access the goods while in seller's possession

10. Duration and Termination: Term of the agreement and circumstances for termination

11. Default and Remedies: Consequences of default by either party and available remedies

12. General Provisions: Standard legal provisions including notices, governing law, and dispute resolution

Optional Sections

1. Security Interest: Required if buyer is granting security interest in goods to secure payment

2. Insurance: Detailed insurance requirements if value of goods is significant

3. Export/Import Requirements: Necessary for international sales or regulated goods

4. Third Party Rights: Required if other parties have interests in or rights to the goods

5. Tax Provisions: Detailed tax arrangements if transaction has significant tax implications

6. Confidentiality: Required if sensitive information will be exchanged

7. Force Majeure: Required for long-term storage arrangements or high-value goods

Suggested Schedules

1. Schedule A - Description of Goods: Detailed description of goods including specifications, condition, and quantity

2. Schedule B - Purchase Price and Payment Schedule: Detailed breakdown of purchase price and payment terms

3. Schedule C - Storage Location and Conditions: Details of where and how goods will be stored

4. Schedule D - Insurance Requirements: Specific insurance requirements and certificates

5. Schedule E - Inspection Protocol: Procedures for buyer's inspection of goods during storage

6. Appendix 1 - Condition Report: Documentation of goods' condition at time of sale

7. Appendix 2 - Title Documents: Copies of relevant title documents or certificates

Authors

Alex Denne

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

Relevant legal definitions






























Clauses






























Relevant Industries

Manufacturing

Wholesale Trade

Agriculture

Mining and Resources

Automotive

Heavy Equipment

Art and Collectibles

Commodities Trading

Industrial Equipment

Luxury Goods

Wine and Spirits

Construction

Warehousing and Storage

Relevant Teams

Legal

Procurement

Sales

Operations

Finance

Risk Management

Compliance

Supply Chain

Logistics

Commercial Operations

Asset Management

Contract Administration

Relevant Roles

Commercial Contract Manager

Procurement Manager

Sales Director

Legal Counsel

Business Development Manager

Supply Chain Manager

Warehouse Manager

Operations Director

Risk Manager

Compliance Officer

Commercial Director

Chief Financial Officer

Logistics Manager

Asset Manager

Trade Finance 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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