Untitled Document




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.