Manufacturing business purchase agreement

About this document

This is a comprehensive agreement to be used by the buyer or the seller of a business that manufactures any type of products.

The manufacturer could provide other services alongside, such as design consultancy or packaging.

It is based on our standard agreement, edited to suit a manufacturer by including:

• provisions relating to the transfer of ownership of the leaseholds or freeholds of property

• provisions relating to the condition and value of assets and liabilities in this type of business - important to make sure plant and equipment functions

• extensive warranties (from which you can choose) relating to this type of business

• provisions to transfer the employees

This agreement should be used where the business is being bought, rather than shares in a company that owns the business. If shares are being traded, then our agreements for the sale of company shares are more appropriate.

The warranties in the document are extensive and cover all areas of importance. You have full freedom to choose those that suit you best. You can read more about using them in this article.

The purchase price may be apportioned among the assets to assist in tax planning.

You will probably also be buying the property or at least taking over a lease. To complete the freehold transfer, you will need to draw a Land Registry transfer form and pay a fee. The solicitors’ monopoly prevents us from helping with this, but a solicitor should charge very little because most of the work has already been done. We give you more information about these procedures in the drafting notes that come with the document.

Contents

• Interpretation
• Agreement for sale
• The purchase price
• Items to be delivered at completion
• Completion
• Stocks
• Debtors
• Creditors and liabilities
• Value Added Tax
• Warranties by the seller
• Future activities
• The guarantor
• Communications
• Miscellaneous matters
• Jurisdiction

The warranties cover:

• Assets
• Stocks
• Accounts
• Employees
• Suppliers and customers
• Licences, consents and passwords
• Insurance
• Joint ventures and partnerships
• Statutory restrictions
• Litigation
• Seller’s activities
• Contracts
• Defective products and service liabilities
• Properties
• Leasehold properties
• Freehold properties
• Intellectual property
• Internet domain names