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Preliminary Sales Agreement Template for Singapore

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Key Requirements PROMPT example:

Preliminary Sales Agreement

"I need a Preliminary Sales Agreement under Singapore law for the sale of industrial machinery worth SGD 2.5 million, with a 6-month exclusivity period and specific conditions for technical due diligence to be completed by March 2025."

Document background
A Preliminary Sales Agreement is commonly used in Singapore when parties wish to formalize their initial understanding before proceeding with a detailed final sale agreement. This document is particularly valuable when complex due diligence is required or when parties need to establish key commercial terms while continuing negotiations. The agreement, governed by Singapore law, typically includes provisions for exclusivity, confidentiality, and conditions precedent. It serves as a crucial stepping stone toward the final sale agreement while providing legal certainty during the negotiation phase.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the preliminary agreement

3. Definitions: Key terms used throughout the agreement

4. Subject Matter: Description of goods/services to be sold

5. Price and Payment Terms: Agreed price, payment schedule, and method

6. Duration: Validity period of the preliminary agreement

7. Governing Law: Specification of Singapore law as governing law

Optional Sections

1. Due Diligence: Terms for conducting due diligence investigations when complex transactions or high-value sales are involved

2. Conditions Precedent: Conditions that must be met before proceeding to final agreement, used when certain prerequisites need to be satisfied

3. Exclusivity: Terms preventing seller from negotiating with other parties, used when buyer requires exclusive negotiation rights

4. Confidentiality: Protection of confidential information exchanged, used when sensitive information will be shared

Suggested Schedules

1. Schedule 1: Product Specifications: Detailed description of goods/services to be sold

2. Schedule 2: Payment Schedule: Detailed breakdown of payment terms and milestones

3. Schedule 3: Due Diligence Requirements: List of documents and information required for due diligence

4. Appendix A: Form of Final Sale Agreement: Draft or outline of the intended final agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
































Clauses






























Industries

Civil Law Act (Cap. 43): Primary legislation governing contract formation, validity, and enforcement in Singapore

Contracts (Rights of Third Parties) Act: Governs how third parties may enforce terms of a contract to which they are not directly party

Electronic Transactions Act: Regulates electronic contracts and digital signatures in Singapore

Sale of Goods Act (Cap. 393): Regulates contracts for the sale of goods, including conditions and warranties

Supply of Goods Act: Provides additional protection regarding the quality and fitness of goods supplied

Consumer Protection (Fair Trading) Act: Protects consumer interests and ensures fair trading practices

Land Titles Act: Governs real estate transactions and property titles in Singapore

Housing Developers (Control and Licensing) Act: Regulates housing development projects and related sales agreements

Residential Property Act: Controls the purchase of residential properties by foreign persons

Companies Act: Regulates corporate entities and their business transactions

Partnership Act: Governs partnership arrangements and related transactions

Competition Act: Prevents anti-competitive practices in business agreements

Personal Data Protection Act: Governs the collection, use, and disclosure of personal data in commercial transactions

Unfair Contract Terms Act: Restricts the extent to which civil liability can be avoided through contract terms

UN Convention on International Sale of Goods: Governs international sale contracts, though Singapore has not ratified this convention

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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