Terms & Conditions of Listing

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 and it’s agents thereof “the brokerage”, as my exclusive agent with the exclusive right to sell the above named business, including all fixed and non-fixed assets “it’s assets” owned by it, for a minimum period of 12 months and continually thereafter until sold or until the expiry of a period of one months written notice “the Contract Period”.

3. The brokerage hereby accepts this appointment on this basis. We the brokerage, promise to use our best efforts in the ordinary course of our business to list/offer for sale and to introduce ready, willing and able purchasers to the business. I the vendor grant the brokerage the right to discretely advertise and show the business during normal business hours or by appointment with me. I the vendor authorise the brokerage to negotiate, receive and present to me any or all offers, until such time as I the vendor accept an offer to purchase. I the vendor understand that by this agreement the brokerage does not guarantee the sale of the above business.

4. I confirm and warrant 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 I freely entered into this agreement. I understand that it is my responsibility to consider advice from a suitable professional advisor on the business, legal, financial, investment, tax and other implications of a sale. I confirm that the brokerage has not given me any business, legal, financial, investment, tax or other advice.

5. I hereby confirm and warrant that all such fact, figures, suitability of equipment and other information provided to the brokerage, is now and will remain so, true and complete in all material respects with no material omissions, and I agree to inform the brokerage should this change. I hereby confirm that I have sought and have obtained the landlords agreement (where applicable) to re-assign the lease to a suitable purchaser. I agree to indemnify and hold harmless the brokerage against all claims, demands, causes of action, losses, damages, cost and expenses, including all legal fees and fees on appeals arising out of a breach of this warranty. I understand and hereby acknowledge that all relevant facts, figures and other information and all additional supporting documentation has been provided to the brokerage by me, and that the brokerage will rely upon my representations of such facts, figures, suitability of equipment and other information when describing and promoting the business to potential purchasers, without making an investigation into the accuracy and completeness of such representations.

6. The “asking price” for the business is as entered on the listing form. The “minimum acceptable price” is as entered on the listing form. The “brokerage fee” is 10%, subject to a minimum fee of €7500 in any and all cases. A “sale” is effected when I accept and complete an offer to purchase; or, I transfer of any part of the ownership/ control of the business or a significant part of its assets to a third party; or, I sell or transfer ownership or control of the business or a significant part of it's assets to a third party within 1 year after the termination date of this contract to any person, firm or entity introduced by the brokerage to the business, or such person, firm or entity who becomes aware of the business through the efforts of the brokerage during the Contract Period. If ownership or control of the business, by whatever means, or a significant portion of the assets of the business are sold or transferred to a third party, then the brokerage fee payable will be calculated pro rata subject to a full fee being payable if the ownership or control transfer represents a controlling share of the business. The “proceeds” of the sale include the sum to be paid for the business (or projected to be paid if payment is deferred), it's assets, and the monetary equivalent value of all non cash considerations, or any debts or liabilities paid, satisfied or relieved by the purchaser, but before any deductions of costs, tax or any other expenses. In the above cases I agree to pay the brokerage fee calculated based on the proceeds of the sale. Irrespective of the ultimate structure or phasing of the sale, the payment of the proceeds of a sale will become due and be paid on contract signing. In the event of the business being withdrawn from sale prior to the expiration of the Contract Period; or, I purport to terminate this Agreement prior to the expiration of the Contract Period; or I interfere with the selling effort of the brokerage e.g. breach any company laws/regulations, supply un-true or misleading information; or I act in any way to impede/scupper negotiations with a potential buyer; or, I fail or refuse 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, the sale fails to be effected due to the failure or refusal of the landlord to reassign the lease; or, I fail 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, I fail to issue the brokerage with a copy of the final completed contract/bill of sale to enable calculation of correct fees, I agree to pay the brokerage fee calculated based on the asking price. I agree that the transfer of the business cannot and will not be effected until this fee is paid in full. The brokerage expresses its right to interest and charges under the late payment of commercial debts regulations. Fees & charges are subject to VAT.

7. I 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 each be paid 50% of this as compensation for their inconvenience.

8. This agreement and all the information supplied contain our entire understanding. Any changes or modifications must be in writing and signed by both parties. I agree to any disputes In relation to this contract to be initially subject to a mediated or arbitrated settlement before any subsequent legal action (governed by English law) being served in the head office of the brokerage.

I have read and understood, and hereby agree to the above terms and provisions of the Agreement. Also, I represent and warrant that the undersigned constitute all of the vendors / Partners / Shareholders of the business listed herein and hereby personally guarantee performance of this Agreement.