Business Buyers

Buying a business can be one of the most important decisions of a lifetime. Adel Business Brokers will help you secure the best possible outcome of the buying process. We can offer you better insight and enhances the probability of a successful business purchase. We are dedicated to our industry, it's attitudes, professionalism, integrity and you!

QUICK CHECK LIST FOR PURCHASERS

1. Consider approach, price and the industry you wish to enter.
2. Business identity namely is the business a company, close-corporation.
3. Trading hours of the business.
4. Owner or manager-run.
5. The list of assets and/or liablities of the business.
6. Reason for the seller selling the business

BUSINESS BEING SOLD

1. Business being sold as a going concern.
2. Trade name, goodwill, brand names, patents, fixed and moveable assets included.
3. Trade licences.
4. Lease of the premises.
5. Stock. Will a physical stock taking occur on the effective date by the Seller and the Purchaser? Will the purchase price be adjusted by adding thereto the cost value of additional stock on hand over and above the estimated cost value or by deducting the shortfall from the estimated cost value? Will the stock be valued at the lowest of cost or net realisable value?
6. Is seller liable for liabilities of the business prior to effective date? If so, when will they be paid up?

SPECIAL CONDITIONS

1. Trade, liquor and other licences. Who are liable for these costs? When must applications be made?
2. Lease of the business. how will purchaser obtain lease? Will it be either-?
2.1 The cession of the Seller's rights and obligations in and to the lease to the Purchaser.
2.2 The Seller and the Purchaser entering into a sub-lease.
2.3 The Purchaser obtaining a new lease for a certain period with/without an option.
2.4 The Purchaser electing to enter into a lease on different terms and conditions acceptable to himself. Who is liable for these costs?
3. Franchise Agreement.

DELIVERY OF THE BUSINESS

1. When is the effective date?
2. When will the risk and benefits of the business pass to the Purchaser?
3. Assets of the business must be insured by the purchaser as from the effective date.
4. Leave and sick pay, salaries and bonuses of employees must be settled by seller.

INSOLVENCY

1. The sale of the business to be advertised by the purchaser in terms of Section 34 of the Insolvency Act No. 24 of 1936 (as amended). Note that should there be no advertisement. assets of the business can be sold for debts of seller notwithstanding that the purchase price has been paid and purchaser has taken delivery of the business
2. Who is liable for costs of advertising?

WARRANTIES OF THE SELLER

1. No option has been granted by seller to any other party for the sale of the business.
2. The business is not subject to litigation
3. The assets of the business are not subject to any cession, lien, lease or H.P. agreements except that specified under Special Conditions in the contract.
4. The assets of the business are fully insured against loss or damage by fire and theft and adequately insured against public liability.
5. No insurance will be cancelled prior to the effective date without the written consent of the Purchaser.
6. On the effective date, the Sellers necessary trade, liquor and other licences will be of effect and no grounds will exist for the cancellation of the licences.
7. On the effective date the business will have met all its obligations to its employees in respect of leave pay, sick pay, salaries and bonuses.

WARRANTIES OF THE PURCHASER

1. Does purchaser understand the implications of voetstoots?
2. Until the purchase price has been paid in full, the business is to be kept stocked, staffed and maintained in good order and must not deteriorate from neglect or other avoidable cause, nor shall the Purchaser cease to trade nor must the purchaser remove, pledge or part with possession of any of the assets, except stockin trade in the ordinary course of business.
3. Conditions of the lease and licences must be adhered to.
4. All the assets of the business to be adequately insured against such contingencies as may be reasonably required by the Seller and to furnish proof when called upon by the Seller that all obligations in terms of this clause have been complied with.

BREACH

In the event of either party committing a breach of the terms and conditions of the sale agreement and failing to remedy such breach within a specified period after receiving written notice calling upon it to do so, then the party giving notice shall be entitled if it is the Purchaser either to cancel the agreement and claim full restitution or to claim specific performance without prejudice to a right to claim damages; and if it is the Seller to cancel the agreement retake possession of "the business" and retain all payments made as preestimated and liquidated damages alternatively to claim immediate payment of the full balance owing at the time of such default together with all interest in terms of this agreement.

GENERAL UNDERTAKINGS

The seller and purchaser must do all such things, perform all such acts, take all such steps and procure the doings of all such things, as may be necessary to give effect to the terms and conditions of the agreement.

BROKERS PROFESSIONAL FEE

1. The Broker’s commission shall be borne by the Seller who shall be liable to the Broker if the sale is cancelled by mutual consent.
2. If the sale is cancelled due to default by the Purchaser, the Purchaser shall become liable to the Broker for the commission.

ONLY AGREEMENT

Any representations made by either party, shall not affect it unless recorded in writing.

RESTRAINT

Restraint is predominantly significant where goodwill is part of the sale.