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  1. #1
    Ju is offline Senior Member
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    Red face Memorandum of Agreement - BB truck

    ***HAPPY NEW YEAR TO ALL IN THE YEAR OF 2007 ***

    I am studying a Memorandum of Agreement with queries as below.
    Kindly explain the words/phrases in blue with underline.

    1) ABC company, the seller, have agreed to sell the BB truck "as is where is"

    2) Buyer shall remit 20% by swift a deposit of US$1000000 within 48 hours.....

    3) The buyer have inspected the BB truck and have accepted the same on "as is where is" therefore the sale is outright,.....

    4) The BB truck shall be delivered and taken over "as is where is" however the truck are to be delivered in the same condition as/when inspected, fair wear and tear excepted,......

    5) removal of the truck by ferry service or scrap,...

    6) fixing of the truck at the parking rams

    7) Should the truck become an actual, constructive or compromised total loss before delivery...........

    8) industry liens or any other debts, claims
    (what are the differences in defination of lien, debts and claims here?)

    9) free from industry liens or any other debts, claims whatsoever, duly notarially attested

    10) all expenses under the buyer's flag.....

    11) the agreement shall be governed by and construed in accordance with.....

    Many thanks.

  2. #2
    Ouisch's Avatar
    Ouisch is offline Moderator
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    Default Re: Memorandum of Agreement - BB truck

    1) ABC company, the seller, have agreed to sell the BB truck "as is where is"
    The truck is sold in the condition it is currently in, no repairs or changes will be made. It will be sold at its current location, it will not be transported to the buyer.

    2) Buyer shall remit 20% by swift a deposit of US$1000000 within 48 hours.....
    S.W.I.F.T. (or SWIFT) stands for Society for Worldwide Interbank Financial Telecommunication. It is a non-profit organization comprised of member financial institutions.

    3) The buyer have inspected the BB truck and have accepted the same on "as is where is" therefore the sale is outright,.....
    Without further payments due, restrictions, or qualifications

    4) The BB truck shall be delivered and taken over "as is where is" however the truck are to be delivered in the same condition as/when inspected, fair wear and tear excepted,......
    If the truck is still being used prior to the final sale, normal wear and tear (additional mileage on the odometer, road dirt, small scratches or scrapes, etc.) are acceptable. Major changes or defects (cracked windshield, different tires, etc) that have taken place since the inspection are not acceptable.

    5) removal of the truck by ferry service or scrap,...
    Hard to know for sure without more context. As is, it appears to mean the buyer shipping the truck out via ferry boat, or having a scrap dealer pick it up. (If it was sold for scrap, that means the metal, rubber, and other usuable parts will be stripped from the vehicle and sold separately.)

    6) fixing of the truck at the parking rams
    I am unfamiliar with the term "parking rams," and Google doesn't reveal any information. Could you mean "parking ramps"?

    7) Should the truck become an actual, constructive or compromised total loss before delivery...........
    An actual loss is just that, the truck is completely gone. It might have been stolen, or destroyed in a tornado, or something like that.
    A constructive loss means the truck was exactly as purchased, but now, perhaps to changes in the market or changes in the ownership of the buying company, the truck is no longer needed or will be less useful than when the order was placed.
    A compromised total loss means that damage has occurred to the truck after the purchase, and the expense of repairing it exceeds the actual value of the truck.

    8) industry liens or any other debts, claims
    (what are the differences in defination of lien, debts and claims here?)
    Claim: A creditor's assertion of a right to payment from a debtor or the debtor's property.
    Lien: A right to take and hold or sell the property of a debtor as security or payment for a debt or duty.
    Debt: Money, goods, or services owed by an individual, firm, or government to another individual, firm, or government.

    9) free from industry liens or any other debts, claims whatsoever, duly notarially attested
    Witnessed and authenticated by a notary public.

    10) all expenses under the buyer's flag.....
    Any taxes, service charges, tariffs, etc. that are required by the buyer's native country.

    11) the agreement shall be governed by and construed in accordance with.....
    Interpreted.

  3. #3
    Ju is offline Senior Member
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    Default Re: Memorandum of Agreement - BB truck

    Quote Originally Posted by Ouisch View Post
    1) ABC company, the seller, have agreed to sell the BB truck "as is where is"
    The truck is sold in the condition it is currently in, no repairs or changes will be made. It will be sold at its current location, it will not be transported to the buyer.

    2) Buyer shall remit 20% by swift a deposit of US$1000000 within 48 hours.....
    S.W.I.F.T. (or SWIFT) stands for Society for Worldwide Interbank Financial Telecommunication. It is a non-profit organization comprised of member financial institutions.

    3) The buyer have inspected the BB truck and have accepted the same on "as is where is" therefore the sale is outright,.....
    Without further payments due, restrictions, or qualifications

    4) The BB truck shall be delivered and taken over "as is where is" however the truck are to be delivered in the same condition as/when inspected, fair wear and tear excepted,......
    If the truck is still being used prior to the final sale, normal wear and tear (additional mileage on the odometer, road dirt, small scratches or scrapes, etc.) are acceptable. Major changes or defects (cracked windshield, different tires, etc) that have taken place since the inspection are not acceptable.

    5) removal of the truck by ferry service or scrap,...
    Hard to know for sure without more context. As is, it appears to mean the buyer shipping the truck out via ferry boat, or having a scrap dealer pick it up. (If it was sold for scrap, that means the metal, rubber, and other usuable parts will be stripped from the vehicle and sold separately.)

    6) fixing of the truck at the parking rams
    I am unfamiliar with the term "parking rams," and Google doesn't reveal any information. Could you mean "parking ramps"?

    7) Should the truck become an actual, constructive or compromised total loss before delivery...........
    An actual loss is just that, the truck is completely gone. It might have been stolen, or destroyed in a tornado, or something like that.
    A constructive loss means the truck was exactly as purchased, but now, perhaps to changes in the market or changes in the ownership of the buying company, the truck is no longer needed or will be less useful than when the order was placed.
    A compromised total loss means that damage has occurred to the truck after the purchase, and the expense of repairing it exceeds the actual value of the truck.

    8) industry liens or any other debts, claims
    (what are the differences in defination of lien, debts and claims here?)
    Claim: A creditor's assertion of a right to payment from a debtor or the debtor's property.
    Lien: A right to take and hold or sell the property of a debtor as security or payment for a debt or duty.
    Debt: Money, goods, or services owed by an individual, firm, or government to another individual, firm, or government.

    9) free from industry liens or any other debts, claims whatsoever, duly notarially attested
    Witnessed and authenticated by a notary public.

    10) all expenses under the buyer's flag.....
    Any taxes, service charges, tariffs, etc. that are required by the buyer's native country.

    11) the agreement shall be governed by and construed in accordance with.....
    Interpreted.
    Ouisch,

    What does it mean of "scrap dealer" at point 5) ?

    Thanks / ju

  4. #4
    Ouisch's Avatar
    Ouisch is offline Moderator
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    Default Re: Memorandum of Agreement - BB truck

    Quote Originally Posted by Ju View Post
    Ouisch,
    What does it mean of "scrap dealer" at point 5) ?
    Thanks / ju
    A scrap dealer buys certain materials and then re-sells them, either to other dealers or to recycling plants. If he purchased this truck, he'd sell the metal body panels to a scrap metal dealer, and the engine parts to a junk yard (which in turn would sell them to someone looking for part to use in repairing their own truck). Almost everything from the truck could be sold to someone else for re-use, except for the tires.

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