BUY BACK AGREEMENT- sample

THIS AGREEMENT is made the ... day of…..BETWEEN:

(1) (name of supplier) [(for individuals) of (address) (or) (for company) the registered
office of which is situated at (address)] ('the Supplier') and
(2) (name of lessor) (and its assigns) [(for individuals) of (address) (or) (for company)
the registered office of which is situated at (address)] (the Lessor')

WHEREAS
(1) Under the terms of this Agreement, the Supplier agrees to sell the goods ('the
Goods') described in Schedule 1 below to the Lessor; and
(2) The Lessor agrees to enter into a lease ('the Lease') of the Goods with (name of
lessee) (and its assigns) [(for individuals) of (address) (or) (for company) the
registered office of which is situated at (address)] ('the Lessee'); and
(3) The Supplier and the Lessor agree to deal with [the Lessor's rights in] the Goods
as hereinafter appearing.
NOW IT IS AGREED as follows:

1 Offer to sell
1.1 The Supplier offers to sell the Goods at the cash price ('the Price') stated in
Schedule 1 in order to enable the Lessor to enter into the Lease with the Lessee
which the Supplier acknowledges to have read.
1.2 Acceptance of the Supplier's said offer may be effected only by payment of the
Price by the Lessor to the Supplier. No other mode of acceptance shall be
effective to accept the Supplier's offer.

2 Representations and warranties

The Supplier hereby makes the following representations and warranties and they shall
be conditions of the sale that:
2.1 its statements contained in this Agreement are true;
2.2 the Goods are the Supplier's sole unencumbered property and are free from any
lien;
2.3 the Goods have not been the subject of any previous transaction with the Lessee;
2.4 this transaction has not been offered to any other company; and
2.5 every statement made by the Supplier to the Lessor or to the Lessee with regard to
the capacity, age, suitability, quality, description, state or condition of the Goods
whether in the course of any negotiations leading up to the making of the Lease or
the sale of the vehicles to the Lessor is true.

3 No agency
The Supplier acknowledges that it is not the Lessor's agent for any purpose and confirms
that it has not held and will not hold itself out as its agent.
4 Maintenance of the Goods
If the Lessee enters into a maintenance agreement with the Lessor in respect of the
Goods whereby the Lessor undertakes with the Lessee obligations [free of charge] in
respect of the Goods for the duration of the fixed period referred to in the Lease, the
Supplier agrees to maintain the Goods under identical obligations (mutatis mutandis) at
the charges set out in Schedule 2.
5 Purchase of [rights relating to] the Goods
In consideration of the Lessor buying the Goods from the Supplier and entering into the
Lease with the Lessee, the Supplier agrees that it will within 7 days of the Lessor's
request made at any time on or after the expiration of the fixed period referred to in the
Lease if the letting has subsisted for so long or it it has not so long subsisted made at any
time on or after the earlier termination of the Lessor's consent to the Lessee's possession
of the Goods, purchase [the Lessor's rights under the Lease including the Lessees right to
possession of)7 the Goods for the price ('the End Price') unless otherwise mutually agreed
in writing of:
5.1 the amount shown or referred in Schedule 1 as the End Price if the letting has
continued for the said fixed period; or
5.2 if the Lessor's consent to the Lessee's possession of the Goods has been earlier
terminated the said End Price plus a sum equal to the difference between the
rentals paid by the Lessee to the Lessor under the Lease and the total of the
aggregate of the rentals which would have been paid if the letting had
continued from the date of the Lease for the fixed period.
6 Freedom from incumbrances
The Supplier agrees that any purchase by the Supplier of such rights as the Lessor may
have in respect of the Goods to which the Supplier becomes entitled hereunder shall not
be with the benefit or subject to any condition or warranty express or implied by statute
or otherwise as to the capacity, age, quality, description, state, condition or fitness for
any purpose of the Goods or otherwise whatsoever.
7 Supplier's obligations
The Supplier's obligations under this Agreement shall not be affected by any breach by
the Lessee of the terms and conditions of the Lease or by the Lessor's failure to enforce
any of its rights under it.
8 Governing Law
This Agreement shall be governed by and construed and interpreted in accordance with
the laws of Malaysia.

(signatures for and on behalf of supplier and lessee)

SCHEDULE 1
The Vehicles
Description Regn/Ident Price Tax Cash Price End Price
of Vehicles Number
Goods

SCHEDULE 2

No of payments Amount Commencement Frequency

date