BUSINESS SALE AGREEMENT
BETWEEN
__________, of __________, PAN __________ (the "Seller");
AND
__________, of __________, PAN __________ (the "Buyer").
- 1. WHAT IS SOLD
1.3 The Seller shall hand over everything sold free from any charge, pledge, lien, hire-purchase or other claim of any person, and with good title.
- 2. PRICE AND PAYMENT
2.3 If the Buyer fails, without good reason, to complete on the handover date, the Seller may cancel by written notice after giving the Buyer seven days to complete, and keep a fair sum from the advance to cover its actual loss, returning the rest. If the Seller fails to complete, the Buyer may cancel and recover the advance with its proved loss. Time is of the essence of the handover date unless the Parties extend it in writing.
2.4 The price is stated without tax. Whether any tax is payable on the sale of the Business or its parts, and who bears it, is settled by the law then in force; the Parties shall give each other the invoices, details and help needed, and any tax that is the Seller's under the law is the Seller's to bear.
- 3. DEBTS AND LIABILITIES
3.1 All debts, taxes, dues, penalties, rents, wages and other liabilities of the Business that relate to the time before the handover date remain the Seller's, whether or not they are yet known or claimed, and the Seller shall pay them and indemnify the Buyer against any claim for them. Liabilities for the time after the handover date are the Buyer's. The Buyer takes over no debt unless this Agreement names it.
3.2 The Seller confirms that it has told the Buyer of every loan, pending dispute, notice or inspection against the Business, that the accounts and stock figures it has given are true to its knowledge, and that it has filed its tax returns and paid its tax dues up to the handover date. The Buyer may keep back from the balance of the price an amount that the Parties agree in writing as a fair cover for dues the Seller has not proved paid, and shall release it as they are proved paid.
- 4. HANDOVER, LICENCES AND CUSTOMERS
4.1 On the handover date the Seller shall hand over possession of the Business and everything sold, with the keys, records, supplier and customer lists, passwords and the signed papers the Buyer needs to carry the Business on. From that date the Business is carried on at the Buyer's profit and risk.
4.2 Licences and registrations (such as GST, shop and establishment, trade licence, drug or food licence, and pollution consent) that can lawfully be transferred shall be transferred, and those that cannot be transferred shall be applied for afresh by the Buyer in its own name, with the Seller's help and consent. The Seller shall keep its own registration alive until the Buyer's is granted where the law allows and the Buyer needs it, and shall then cancel it as the law requires. Where a licence cannot be had on the handover date, the Parties shall agree in writing how the Business is to be run in the meantime and the Buyer is not to carry on the part of the Business that needs the licence until it has one.
- 5. PREMISES AND STAFF
- 6. THE SELLER'S PROMISE NOT TO COMPETE
6.2 The Seller shall keep confidential the Business's customer and supplier information, prices and methods, and shall not use them to compete, or disclose them to anyone else.
- 7. DISPUTES AND GOVERNING LAW
7.3 This Agreement is governed by the laws of India.
- 8. GENERAL
8.1 This Agreement is the entire agreement between the parties about its subject matter and replaces all earlier discussion, whether oral or written.
8.2 No change to this Agreement is effective unless it is in writing and signed by all the parties.
8.3 If any provision is held invalid or unenforceable, the rest of this Agreement continues in effect.
8.4 A notice under this Agreement must be in writing and sent to the other party at its address stated above, or to a new address it has given in writing. It is treated as received on delivery, or on the third day after posting by registered post.
SIGNED by the SELLER
__________
Signature: ______________________________
SIGNED by the BUYER
__________
Signature: ______________________________
WITNESSES