Purchase and Sale Agreement
Please Note: the following terms contain the conditions upon which Domain Sellers on the Sedo Domain Marketplace offer their respective domains for sale. Once an agreement has been reached between Buyer and Seller the terms of this agreement will become legally binding. This complimentary template purchase and sales agreement is provided to users free of any warranty or representation of fitness for any particular use and does not constitute legal advice. Buyer and Seller are responsible for performing any and all due diligence research before entering into an agreement to buy or sell a domain on the Sedo Domain Marketplace.
Please read carefully the following terms and conditions for the sale of [domain name].
The following are the agreed upon terms and conditions for the purchase and sale of <DOMAINNAME>. This agreement is written between Seller and Buyer, collectively the “Parties”.
In this agreement the following words and phrases shall have the following meaning:
“Marketplace” means a domain trading platform whereby domain owners may list, market, auction, and sell Domains to buyers ("Sellers"), and whereby domain buyers on the Site and Promotional Partner Network may search, bid, and purchase domains from their owners ("Buyers").
“Site” means an international collection of URLs that are owned or operated by Sedo GmbH, Germany or Sedo LLC, USA or one of its subsidiaries.
“Promotional Partner Network” means an international collection of URLs that are owned or operated by companies cooperating with Sedo GmbH, Germany or Sedo LLC, USA or one of its subsidiaries.
“Purchase Object” means an Internet domain name offered for sale by the Seller via the Marketplace. Offers at the Site are under the conditions articulated by Seller in their Offer Description posted on the related Make Offer page for their listing, including, when marked as a website/project, content comprising the Website associated with said Internet domain, or conditions otherwise agreed upon by the Parties in the course of negotiation.
“Website” means any and all multimedia content, images, databases, user lists (including credentials and contact information, when applicable), and related underlying source code required for the continual operation of the website found at the corresponding domain at the time of agreement, unless otherwise indicated by Seller in their Offer Description or otherwise altered in the course of negotiation.
2. Purchase Object and Purchase Price
The Purchase Object of this Purchase and Sale Agreement of <DATE> is the Internet domain name <DOMAINNAME>, and when included by the Seller as indicated on the Make Offer page, the related Website.
The Purchase Price shall amount to <PRICE> <CURRENCY> including any statutory tax that may be incurred (for instance VAT).
3. Warranties and Representations
a) The Seller guarantees that they are the owner of the aforementioned Purchase Object and may freely dispose of said Purchase Object. Furthermore, Seller warrant that the Purchase Object is not encumbered by the rights of third parties and that to date, they have not received any warnings of potential litigation or preliminary injunctions against the Purchase Object that have not been disclosed to Buyer.
b) The Buyer understands and agrees that it is their sole responsibility and duty to perform all necessary due diligence before entering into this agreement to buy the Purchase Object, including research of fitness for particular intended uses, trademark clearance, or anything that could inhibit their future use and enjoyment of the Purchase Object.
c) Buyer and Seller shall be liable to each other only for damages that are based upon their failure to perform the necessary steps to complete this transaction, intentional wrongdoing or gross negligence and shall not be liable for claims seeking consequential or punitive damages.
4. Processing the Transaction
a) For Buyers who accessed the Marketplace via a website participating in the Promotional Partner Network, the parties agree that the partner website and their affiliates shall assist Buyer fulfill his/her Purchase Price payment obligations and taking control of the Purchase Object. Sellers in such transactions agree that facilitating the transfer of control of the Purchase Object away from the Seller and payment of the Purchase Price to the Seller after such transfer was successfully completed shall be conducted by Sedo LLC, 161 First Street, Fourth floor, Cambridge, MA 02142, USA and/or Sedo GmbH, Im Mediapark 6, 50670 Cologne.
5. Disputes & Specific Performance
a) Due to the unique and specific nature of Internet domain names, the Parties agree that in the event a breach of this agreement results in a failed attempt to transfer control of the Purchase Object from Seller to Buyer, the aggrieved Party shall have the right to demand specific performance in lieu of monetary damages.
b) In the event that either Party requires legal assistance enforcing their rights pursuant to this agreement, the winning Party is entitled to recover legal fees from the other.
c) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice-of-law or conflict-of-law provision or rule (whether of Massachusetts or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Massachusetts.
d) If any provision of this Agreement, or part thereof, shall be held to be unenforceable, void or contrary to law, such provision, or part thereof, shall be severed from this Agreement, with the other provisions remaining in full force and effect. The ineffective provision shall be replaced by a valid one that approaches the ineffective provision as closely as possible.