Goods Purchase Agreement Drafting in Malaysia
Buying or selling goods, shares, or entire businesses? Don’t leave your deal to chance. At The Law Chambers of Gurvin, we help you draft clear, enforceable, and fully compliant Goods Purchase Agreement that protect your interests and reduce the risk of future disputes.
Whether you’re a startup, SME, investor, or enterprise, we make sure your contracts cover all key terms—price, delivery, representations, liabilities, and legal remedies.
1. General Sale & Purchase Agreement
A Sale & Purchase Agreement (SPA) is the foundation of any transaction involving the transfer of goods, assets, or services. We tailor each agreement to reflect the specific deal, outlining the buyer’s and seller’s rights, obligations, and liabilities.
What’s Included:
Payment terms and methods (e.g., deposit, instalments, final payment)
Delivery timelines and logistics
Representations and warranties from both parties
Indemnity and limitation of liability clauses
Force majeure and termination clauses
Dispute resolution (arbitration, mediation, or court jurisdiction)
Use Cases:
Sale of machinery, equipment, or inventory
One-off commercial product transactions
Service-based business exchanges
2. Goods Purchase Agreement
This agreement is ideal for businesses engaged in the buying or selling of tangible products, whether locally or internationally. It protects both seller and buyer by clearly setting out expectations and remedies for non-performance.
What’s Included:
Detailed product description and quantity
Incoterms (FOB, CIF, DDP) for international trade
Delivery schedule and shipping method
Inspection and acceptance procedures
Product warranties and defect liability period
Payment terms, tax implications, and refund policy
Use Cases:
Import/export companies
Wholesale and distribution businesses
E-commerce or retail bulk supply deals
3. Shares Sale & Purchase Agreement
When transferring ownership of company shares, this agreement ensures that the process is legally sound and that both parties are protected. It also covers regulatory compliance, especially for private limited companies under the Companies Act 2016.
What’s Included:
Number and class of shares to be transferred
Purchase price and payment method
Warranties about the company’s financial standing
Conditions precedent (board approval, shareholder consent)
Restrictive covenants (e.g., non-compete, non-solicit)
Post-sale rights (e.g., dividend rights, directorship)
Tax and stamp duty obligations
Use Cases:
Founder exits or buyouts
Startup investments or venture capital deals
Internal restructuring of shareholding
4.Business Purchase Agreement
This comprehensive agreement governs the acquisition of an entire business or key business assets, ensuring all legal, operational, and financial terms are clearly documented and enforceable.
What’s Included:
Scope of business/assets being sold (e.g., goodwill, licenses, stock)
Assumption of liabilities and debts
Assignment of contracts, permits, and intellectual property
Employee transfer and retrenchment clauses
Confidentiality and non-compete terms
Post-completion obligations and transition assistance
Due diligence verification and conditions precedent
Use Cases:
Buying or selling an SME or franchise outlet
Business restructuring or mergers
Investor takeovers or management buy-ins/buyouts
Benefits of Choosing Us
🧑⚖️ Expert Legal Drafting — Avoid generic templates; we customize every agreement based on your transaction type.
🔐 Risk Mitigation — Limit liability and legal exposure through clearly defined clauses.
🇲🇾 Malaysian Law Compliant — Fully aligned with local regulatory and industry practices.
💼 Business-Centric Approach — We understand both the legal and commercial aspects of your transaction.
6. FAQs
Q: Can I just use a template for a Goods Purchase agreement?
A: Generic templates often miss critical legal protections. Our custom contracts ensure legal clarity and enforceability specific to Malaysian law.
Q: Do I need a lawyer to sell my business?
A: Absolutely. A legal expert will ensure all liabilities, assets, and warranties are properly addressed, reducing post-sale disputes.
Q: How long does it take to prepare a Goods Purchase agreement?
A: Typically 3–5 working days, depending on the complexity of the deal and documentation required.
Contact Us for Quotation and Discount
Whether you’re starting fresh or need to review an existing agreement, we’re here to help.
📞 Contact us now for a free consultation with our legal team and get your business contracts professionally drafted.
🔍 Need an affordable Goods Purchase Agreement in Kuala Lumpur, Selangor & Across Malaysia? Contact The Law Chambers of Gurvin today for Quotation & Discount. Contact us at below Whatsapp Button