Seller Listing
Agreement
I, I "the vendor", confirm that
I am the true legal owner or authorised vendor of the
business known as "the business", or have
the express authorisation to enter all contracts on
behalf of the true vendor to effect the sale of the
business.
2. I hereby appoint BizSales “the
Brokerage”, as my Exclusive and Sole Agent with
the Exclusive and Sole Right to sell the above named
Business at the Asking Price, including all its’
assets from the date undersigned, until sold or until
the expiry of the Contract Period. The brokerage hereby
accepts this appointment on this basis and the Terms
herein.
3. The Brokerage hereby agrees to list/offer
for sale and to use its’ best efforts in the ordinary
course of business to introduce ready, willing and able
purchasers of the business, and to facilitate them in
the purchase of the Business.
4. The Vendor confirms that all relevant
facts, figures and other information and all additional
supporting documentation has been provided to the brokerage,
and he acknowledges that the brokerage will rely upon
such when describing and promoting the business to potential
purchasers without making any investigation into the
accuracy and completeness of such representations. The
Vendor hereby confirms and warrants that all this information
is accurate, true, complete and not misleading in all
material respects with no material omissions. The Vendor
agrees to inform the brokerage should this cease to
be the case. If the business contains a lease, the Vendor
confirms that he has obtained the lessor’s agreement
(if applicable) to re-assign the lease to a suitable
purchaser.
The Vendor confirms and warrants that
the business operation is now, and shall remain, in
full compliance with all laws, rules and regulations
regarding the operation and sale of the business described
above, and that he has freely entered into this agreement.
The Vendor grants the brokerage the right
to discretely advertise and show the business during
normal business hours or by appointment with the Vendor.
The Vendor will co-operate fully with the Brokerage
in the marketing of the Business and progressing the
Sale to completion. The Vendor authorises the brokerage
to negotiate, receive and present to the Vendor any
or all offers, to store and use all information relating
to the vendor, the Business and any Sale in any way
and for any lawful purpose.
5. The Brokerage’s Remuneration
shall be ten percent of the Sale Value subject to a
minimum fee in any and all cases. The vendor shall pay
the Brokerage’s remuneration in full without any
set off, withholding or any other deduction. The remuneration
shall be paid by the vendor on the Effective Sale Date,
irrespective of the date on which any or all of the
Sale Value is received or is due. Fees & charges
may be subject to VAT. The Vendor will notify the Brokerage
immediately of any Sale and will supply a copy of the
contract including the Sale Value. The Vendor hereby
authorise the Brokerage to accept deposits and issue
receipts for deposits on all offers, holding such deposits
in a client account and retain any amount of such deposit
equal to or in part payment of the brokerage’s
fee. In the event that a deposit is forfeited by a prospective
purchaser, the brokerage & vendor will share this
deposit equally as compensation for their inconvenience.
If payment is late the Brokerage will
exercise its statutory rights under the late payment
of commercial debts regulations. If the vendor does
not pay the Brokerage’s Remuneration, the vendor
shall pay and fully indemnify the Brokerage in respect
of all costs which the Brokerage incurs in the collection
of the remuneration including all legal costs and expenses
and the cost of any form of enforcement proceedings.
The Vendor agrees that the transfer of the business
can not and will not be effected until this fee is paid
in full.
6. This agreement and the attached definitions
and interpretations contain our entire understanding.
Any changes or modifications must be in writing and
signed by both parties. The Vendor confirms that he
has not entered into these Terms in reliance upon any
promises representations statements or undertakings,
written or oral, made by or on behalf of the Brokerage
except those terms expressly set out in this agreement
or referenced below. The Vendor acknowledges that it
is their responsibility to consider advice from suitable
professional advisors on the business, legal, financial,
investment, tax and other implications of a Sale and
he confirms receipt of such advice. The Vendor confirms
that the brokerage has not given him any business, legal,
financial, investment, tax or other advice. The vendor
understands that by this agreement the brokerage does
not guarantee the sale of the above business. The Brokerage
does not act as agent for any Purchaser. The Brokerage
will not be liable to the vendor for any representation
howsoever made by any Purchaser nor in respect of any
contract entered into by the vendor in relation to the
Sale. The Vendor confirms that he will fully indemnify
and hold harmless the brokerage against all claims,
demands, causes of action, losses, damages, cost and
expenses, including all legal advise/fees, settlement
advice/costs and any fees on appeals arising out of
a breach of this warranty. The Vendor warrants that
the Brokerage’ maximum aggregate liability to
the vendor in the event of professional negligence on
any matter in relation to which The Brokerage is appointed
under these Terms shall be amount of remuneration due
to the Brokerage under these terms. The Vendor agrees
to any disputes he has in relation to this agreement
to be initially subject to a mediated or arbitrated
settlement at his cost before any subsequent legal action
can be served upon and using the national law and courts
prevailing at the head office of the brokerage. Any
failure by the Brokerage at any time to enforce or exercise
any rights under these Terms will not be construed as
a waiver of the right to enforce or exercise that right
in future or other rights under these Terms at any time.
Termination of the Brokerage’ appointment shall
not affect any accrued rights or liabilities of either
party nor the coming into or continuance in force of
any provisions herein which are expressly stated as
or by reasonable interpretation implied as coming into
or continuing in force after such termination
7. This Agreement may be revoked or terminated
at any time during the contract period upon written
notice given by either party to the other shall if sent
by recorded delivery. However, in the event that the
vendor revokes this agreement during the contract period;
or, in any way withdraws purports to withdraw the business
from sale prior to the expiration of the Contract Period;
or, interferes with the selling effort of the brokerage
e.g. supplies un-true/misleading information, breach
any company laws/regulations, fails to supply proper
accounts, increases the asking price etc; or, acts in
any way to impede the broker and/or scupper the negotiations
with a potential purchaser; or, fails or refuses to
complete a sale, lease, trade or disposition of all
or any part of the Business/Assets after entering into
any agreement intending to do so; or, fails to accept
an offer for at least the minimum acceptable price during
the term of the contract when advised by the brokerage
to do so; or, fails to issue the brokerage with a copy
of the final completed contract/bill of sale to enable
calculation of correct remuneration; or, the sale fails
to be effected due to the failure or refusal of the
landlord to reassign the lease, then the Vendor agrees
to pay immediately the Brokerage’s Remuneration
calculated in these instances based on the Asking Price.
I have received a copy of this agreement
and associated definitions and interpretation. I have
read, understood and hereby agree to its’ Terms.