About this document
This is a sale agreement for a business that sells food and/or beverages for consumption off-premises such as a hot food takeaway business or coffee van. The business may consist of one or more outlets.
Specifically, the agreement deals with:
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business premises: we assume that the premises on which food is made are leased. The document includes provisions for the transfer of the lease.
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sale of stock that is likely to include food and drink, and also commercial kitchen equipment
The purchase price may be apportioned among the assets to assist in tax planning.
Use throughout the sale process
You can use this template agreement throughout the sale process: initially during negotiations to remind you what may be important to you; then as the basis of a heads of terms document that sets out the key terms; and then in full as a final sale and purchase agreement.
It is usual for the buyer to produce the sale document because that allows them to set their terms that the seller must accept. However, if the seller wants to set the initial negotiating position, they might suggest that they write the contract.
For the sale of business assets, not shares
This type of sale agreement is also known as an asset puchase agreement. That is because what is being sold are the assets of the business. If the business operates through a limited company, you might consider instead selling or buying the shares of the company. For a company sale, see our sale agreements for companies section.
Warranties
Warranties are statements as to the condition of the subject matter where the condition cannot be ascertained easily by the buyer otherwise. For example, you might have a warranty that there is currently no litigation threatened against the business.
Warranties are an important tool within a business sale because if the seller can be shown to have given a warranty that later is shown to be untrue, then they have broken the contract and the buyer can seek damages to put right what is wrong.
This template includes 73 warranties relevant to the sale of a takeaway food and beverage retail business from which you can choose which you want the seller to give. If you are the seller, you might use these to help inform what the buyer might require and choose whether you are willing to give them (or draw attention to them).
Contents
As with all Net Lawman documents, at the end of the purchase and sale agreement template we provide extensive notes, in plain English, that guide you as to how to edit it.
The contract contains the following sections:
- Interpretation
- Agreement for sale
- Purchase price
- Items to be delivered at completion
- Completion
- Stocks
- Debtors
- Creditors and liabilities
- Value Added Tax
- Warranties by the seller
- Future activities
- Guarantor
- Communications
- Miscellaneous matters
- Jurisdiction
Warranties cover
- Assets
- Stocks
- Accounts
- Employees
- Suppliers and customers
- Licences, consents and passwords
- Insurance
- Statutory restrictions
- Litigation
- Seller’s activities
- Contracts
- Properties
- Leasehold properties
- Intellectual property
- Internet domain names
This document was written by a solicitor for Net Lawman. It complies with current English law.
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