SALES INSPECTION REPORT AND
EXCLUSIVE SELLING AGENCY AGREEMENT

FOR SALE OF BUSINESS AND CONTINUING AGENCY

The Property, Stock and Business Agents Act 2002 (NSW) and Regulation requires all Agent's instructions to be in the form of a written agreement.


SALES INSPECTION REPORT
EXCLUSIVE SELLING AGENCY AGREEMENT

PARTIES

Principal

Directors and
Company
ABN / ACN GST Registered Yes No
Address Postcode
Phone:Work Mobile
Phone:Home Fax
Email

Agent

Inspirations Business Sales & Consultants Pty Ltd
Licensee's Licence No. 1538235
ABN/ACN 89 057 148 932
GST Registered Yes No
Trading as L J Hooker Business Broking Sydney Central
Address Suite 333 / 71 Jones Street,
Ultimo NSW
Postcode 2007
Phone 02 9552 1111
Fax 02 8078 3864
Email admin@ljhbb.com.au
 

BUSINESS

For Sale as a going concern the business of a
Address of Business for Sale Postcode
Trade Name ABN
Comprising the goodwill, the plant, fittings, fixtures, stock in inventory, furniture and effects itemised below and stock in trade at valuation, together with details of any encumbrances, charges or other security interests affecting those inclusions. (Specify any instructions regarding arrangements for the transfer to the purchaser of any liability for the leasing, security interests, or hire purchase of goodwill, plant, fittings, fixtures, furniture or stock in inventory included in the sale):
Covenants/easements/defects/local government notices/orders
AGENT'S REPORT
Agent's opinion as to current estimated selling price (or price range) $
plus stock at valuation (this opinion is not to be construed as a valuation)
Recommended method of sale
 
TERMS AND CONDITIONS OF SALE
Price at which Business is to be offered $ plus stock at valuation
Offered: Free OR subject to book debts
Deposit Balance
Special Conditions
PRINCIPAL'S SOLICITOR
Firm
Name of Solicitor
Address 1.Business
Phone:Work Mobile
Fax Email
Signature of Agent
Add Sign Date of report
Agency Period
    1. In consideration of the Agent promising to use their best endeavours to sell the subject Business, the Principal hereby grants to the Agent exclusive selling rights of the Business for a period from to inclusive now called the "Exclusive Agency Period':
    2. In addition to the exclusive selling rights granted to the Agent under Clause 1i, the Principal also grants to the Agent nonexclusive selling rights of the Business commencing on the expiry of the Exclusive Agency Period specified in Clause 1i and until such time as the Business is sold or this agreement is terminated by either party giving notice in writing, but without prejudice to either party's rights accrued or obligations incurred prior to the effective termination, now called the "Continuing Agency Period".
    Price
    1. The Agent is authorised to sell the Business for a price of $ plus stock at valuation or such other price as the Principal may agree to accept.
      The price excludes GST.
    2. The sale price of the Business shall include the value of all plant, fixtures, furniture and effects and goodwill being sold with the Business. The value of any plant, furniture, effects and stock in trade to be sold to a purchaser subject to an existing bill of sale or hire purchase or lease agreement or charge or other security interest the liability under which (by arrangement with the Principal's secured creditor or lessor) is to be taken over by the purchaser shall, for the purposes of calculation of the Agent's selling fee, be treated as part of the purchase price, by adding to the sale price the amount of the debt outstanding or rental/hire purchase payment plus residual value as the case may be.
    3. Where the parties arrange for the sale of the Business to take place by way of transfer of company shares, calculation of the Agent's selling fee shall be based on the GST inclusive sale price of the Business and stock at valuation (GST inclusive) and not on the amount of consideration to be stated in the share transfer.
    Agent's Remuneration
      1. The Agent shall be entitled to a fee of (GST incl.) if during the Exclusive Agency Period the Business is sold either: (a) by the Agent; (b) by any other Agent; or (c) by the Principal
      2.  
      3. The Agent shall be entitled to a fee at the agreed amount if at any time following the expiration of the Exclusive Agency Period the Principal enters into a Contract for Sale of the Business with a purchaser effectively introduced to the Principal or the Business during the Exclusive Agency Period by the Agent, by any other agent or by the Principal.
      4. The Agent shall be entitled to a fee at the agreed amount if during the Continuing Agency Period the Agent effectively introduces to the Principal or the Business a purchaser who subsequently enters into a binding contract.
      5. The Agent's remuneration in the event of a sale at the Agent's estimate of selling price would equate to $ (GST incl.)
      1. In the event of a partial sale the Agent shall be entitled to a fee of (GST incl.)
        if during the Exclusive Agency Period the Business is sold either: (a) by the Agent; (b) by any other agent; or (c) by the Principal.
      2. The Agent shall be entitled to a fee at the agreed amount if at any time following the expiration of the Exclusive Agency Period the Principal enters into a Contract for Sale of the Business with a purchaser effectively introduced to the Principal or the Business during the Exclusive Agency Period by the Agent, by any other agent or by the Principal.
      3. The Agent shall be entitled to a fee at the agreed amount if during the Continuing Agency Period the Agent effectively introduces to the Principal or the Business a purchaser who subsequently enters into a binding contract.
      4. The Agent's remuneration in the event of a partial sale at the Agents's estimate of sellimng price would equate to (GST incl.)
    1. The Agent's fee is calculated on the selling price of the Business and/or stock at valuation. If the sale or partial sale is subject to GST then the Agent's fee is calculated on the GST inclusive selling price.
    2. The Agent is authorised to effect the assignment or variation of or the exercise of an option pursuant to any leasehold interest or right of occupation in the premises from which the Business is conducted and to negotiate the grant of a new lease or right of occupation to the purchaser in connection with the sale of the Business.
      The Agent shall be entitled to a fee of $ (GST incl.)
      in the event of the assignment or variation of or exercise of option pursuant to such leasehold interest or right of occupation, in addition to the selling fee stipulated in clause 3i and 3ii.
    3. The Agent is authorised to negotiate the surrender of any existing leasehold interest or right of occupation in the premises from which the subject Business is conducted and to negotiate the grant of a new lease or right of occupation to the purchaser in connection with the sale of the business
      The Agent shall be entitled to a fee of $ (GST incl.)
      in the event of the surrender and grant of such leasehold interest or right of occupation, in addition to the selling fee stipulated in Clause 3i and 3ii.
    4. The Agent shall perform the following additional services in connection with the sale and shall be entitled to remuneration as follows.
      Service
      Fee
      When due and payable
    5. The fee to which the Agent is entitled shall be due and payable upon demand:
      1. on completion of the sale (unless the Principal and Agent have otherwise agreed in writing); or
      2. if the sale is not completed owing to the default of the Principal after the parties have entered into a binding contract; or
      3. if after the making of the contract the Principal and the purchaser mutually agree not to proceed with the contract; or
      4. upon the termination of the contract by the Principal if the sale is not completed owing to the default of the Purchaser and the fee is the same or less than the amount of the deposit which is forfeited to the Principal.
    IMPORTANT: This is an exclusive agency agreement. This means you may have to pay the Agent commission even if another agent (or you) sell the business or introduce a buyer who later buys the business.
    WARNING: Have you signed an agency agreement for the sale of this business with another agent? If you have you may have to pay 2 commissions (if this agreement or the other agreement you have signed is a sole or exclusive agency agreement).
    WARNING: The term immediately above provides that a commission is payable under this agreement even if the sale of the business is not completed.
  1.  
    Inspection
  2. Unless otherwise instructed by the Principal, any prospective purchaser is entitled to inspect the Business premises (if any) and the records, documents and books of account of the Business in the following circumstances:
  3. Promotional Activities
  4. The sale of the Business is to be advertised and/or otherwise promoted as per the attached schedule OR not advertised
    OR as follows:
    For Sale Sign: Permission is hereby granted for the Agent to erect "For Sale" signage Yes No
    It is acknowledged that the Agent is not responsible for any liability, damages or injuries incurred as a result of the erection of the signage.
  5. Expenses
  6. The Agent shall be entitled to reimbursement for the following expenses incurred by them:
    Item
    Amount
    When due and payable
  7. Variation of Fees and Expenses
  8. The services to be provided by the Agent and any fees or expenses payable by the Principal to the Agent pursuant to this agreement cannot be varied except as agreed by the Principal in writing.
  9. Deposit
  10. It is irrevocably agreed that all monies paid by the purchaser as deposit monies shall be held by the Agent in their trust account as stakeholder pending completion.
  11. Authority to Deduct
  12. If any money is received by the Agent on behalf of the Principal, then the Principal authorises the Agent to deduct all of the Agent's above mentioned fees, expenses and charges before accounting to the Principal or the Principal's solicitor/ conveyancer.
  13. Payment to Principal
  14. If money held by the Agent becomes due to the Principal, then the Principal directs the Agent to pay that money by: Cheque Electronic Funds Transfer (EFT)
    If by EFT: /
  15. Financial Institution Taxes or Deductions
  16. The Agent shall be entitled to be reimbursed for any taxes or deductions debited by banks or other financial institutions against the Agent's account that are attributable to the affairs of the Principal.
  17. Contract For Sale
  18. The Agent is not authorised to enter into or sign a Contract for Sale on behalf of the Principal.
  19. Conjunction
  20. Unless otherwise instructed, the Agent may allow other agents to act in conjunction with them in o.rder to effect a sale but only one fee will be payable.
  21. GST
    1. Any amounts referred to in this agreement which are payable by the Principal to the Agent in respect of services provided by the Agent under this agreement, including reimbursement of expenses, are expressed inclusive of the Goods and Services Tax ("GST"), at the rate of 10% (the current rate). If the current rate is increased or decreased, the parties agree that any amounts referred to in this agreement will be varied accordingly.
    2. The parties agree that the time of supply for GST purposes shall be the date on which the Agent's fee becomes due and payable in accordance with this agreement.
  22.  
    Principal's Health and Safety Obligations
  23. The Principal acknowledges that, at all material times:
    1. the Principal has sole management and control of the Business listed for sale, to the exclusion of the Agent;
    2. the Agent acts under the direction, management and control of the Principal to facilitate the business sale transaction between the Principal and the purchaser; and
    3. the Principal is the person conducting a business or undertaking for the purposes of all work, health and safety laws, regulations and other requirements.
  24. The Principal acknowledges, so far as reasonably practicable, that the Principal has thoroughly inspected the Business prior to sale and that the Business is:
    1. without risk to health and safety Yes No
    2. OR
    3. subject to the defects and risks outlined in the contract for sale Yes No
  25. Agent's Indemnity and Liability
  26. The Principal will hold and keep indemnified the Agent against all actions, suits, proceedings, claims, demands, costs and expenses whatsoever which may be taken or made against the Agent in the course of or arising out of the proper performance or exercise of any of the powers, duties or authorities of the Agent under this agreement.
  27. Financial and Investment Advice
  28. The Principal acknowledges that any financial or investment advice provided by the Agent to the Principal is of a general nature only whose preparation does not take into account the individual circumstances, objectives, financial situation or needs of the Principal. The Principal is advised to consult with their own independent financial and/or investment advisor.
  29. Material Fact
    1. i The Principal warrants that the Principal has supplied the Agent in writing with all the relevant details and information pertaining to all the material facts in respect of the Business.
    2. The Principal acknowledges that the Property, Stock and Business Agents Act 2002 (NSW) requires the Agent to disclose all material facts to prospective and actual purchasers.
    3. The Principal directs the Agent to disclose all of the material facts provided in writing by the Principal to the Agent to all prospective and actual purchasers of the Business.
    4. In this clause "material fact" has the same meaning as it has in Section 52 of the Property, Stock and Business Agents Act 2002 (NSW).
  30. Privacy Policy
  31. The Privacy Act 1988 (Cth) (the Act) allows information to be collected, used and disclosed for the purposes which it was collected, and otherwise in accordance with the Act. This Privacy Policy does not form part of this agreement and only applies to the extent the Agent collects, uses and discloses personal information. The Agent may amend, or amend and restate, this Privacy from time to time and may subsequently notify the Principal of any changes to this Privacy Policy by updating it on the Agent's website or by other written notification to the Principal. Any changes to this Privacy Policy take effect upon the earlier of the update to the website or other notification to the Principal.
    The personal information the Principal provides the Agent in connection with this agreement or collected from other sources is necessary for the Agent to: (a) identify and verify the Principal and the Business; (b) act on behalf of the Principal in accordance with this agreement; (c) where applicable, advertise, promote and, otherwise, market tile Business for sale; (d) negotiate any prospective sale of the Business; (e) liaise and exchange information with the Principal, the ultimate purchaser, prospective purchasers and each of their legal, financial and other advisors in relation to or in connection with any sale of the Business (including with respect to the contract for sale of ti1e Business); (f) comply with this agreement, any applicable law and any dispute resolution process; (g) manage any sale of the Business; and (h) contact and liaise with goods and services providers as instructed by the Principal and to provide those providers with the Principal's personal information.
    If the personal information is not provided by the Principal, the Agent may not be able to act on behalf of the Principal effectively or at all.
    Personal information collected about the may be disclosed the Agent for the purpose for which it was collected to other parties including actual or prospective purcl1asers, the iegal, financial and other advisors of the Agent, Principal, purchaser and/or prospective purchasers, and any Agent (if applicable), clients of the Agent both existing and potential, advertising and media organisations, data service providers, valuers, parties engaged to evaluate the Business, owners' corporations, government and statutory bodies, financial institutions and other third parties as instructed by the Principal (including, without limitation, goods and services providers) or as required by any applicable law.
    The Agent may also use the Principal's information including personal information for marketing and research purposes to inform the Principal of products and services provided by th,e Agent, which the Agent considers may be of value or interest to the Principal, unless the Principal tells the Agent (see opt out option below) or has previously told the Agent not to. If the Principal does not wish to receive any information about such products and services then please tick this box or otherwise notify the Agent using the Agent's contact details set out earlier in this agreement.
    The Principal has the right to request access to any personal information held by the Agent which relates to it, unless the Agent is permitted by Jaw (including the Act) to withhold that information. Any requests for access to the Principal's personal information should be made in writing to the Agent at the contact details included in this agreement. The Agent may charge a reasonable fee where access to personal information is provided (no fee may be charged for making an application to access personal information). The Principal has the right to request the correction of any personal information which relates to the Principal that is inaccurate, incomplete or out-of-date.
    Tile Agent will take reasonable precautions to protect the personal information it holds in relation to the Principal from misuse, loss, and unauthorised access, modification or disclosure.
    By signing this agreement, the Principal acknowledges that it has read, understands and accepts the terms o'I this Privacy Policy and the permissions to collect, use and disclose personal information, and the Principal authorises the Agent to collect, use and disclose, in accordance with tile Act, their personal information for the purposes specified in this Privacy Policy.
  32. Disclosure of Rebates, Discounts, Commissions or Beneiits
  33. In respect of any expenses to be incurred by the Principal or the Agent on behalf of the Principal pursuant to this agreement or if the Agent refers a person to a non-independent service provider, the Agent discloses that tile Agent may receive, or expects to receive, the following rebates, discounts, commissions or benefits from third parties:





  34. Name of the Third Party

    Nature of relationship with Third Party
    Thie nature and value of any estimated amount of rebate, discount, commissicm or benefit
    Principal's Authority
  35. The Principal warrants that tile Principal llas authority to enter into this agreement
  36. Acknowledgement
  37. The Principal acknowledges being served with a copy of this agreement.
  38. Signature of Principal
    Add Sign
    Add Sign

    Signature of Agent
    Add Sign

    Annexure to Exclusive Agency Selling Agreement

    The following additional terms and conditions apply to the Sales Inspection Report and Exclusive Selling Agency Agreement for sale of Business and Continuing Agency between the Agent and the Principal:

  39. Clause 1. (i) is amended such that after the expiry of the Exclusive Agency Period the agency agreement continues on an exclusive basis until either party terminates the agency agreement by providing 60 days written notice to the other of termination.
  40. For the purposes of Clause 3(i)(a) a sale of the business shall include a transfer of the business or in respect to Clause 3(ii)(a), the assets or any part of the business to any party whether for value or not and the fee shall be the greater of that disclosed at 3(i)(a) and 3(ii)(a) or that at Clause 25 above. For the avoidance of doubt the Agent shall be entitled to a minimum fee even if the business or any part thereof is disposed of without value or consideration.
  41. For the purposes of Clause 3(vi) unless otherwise stated, the services to be provided shall be for the preparation of the business for sale generally.
  42. In the event the Principal decides to withdraw the business for sale or to terminate this agency agreement then any money owing (in particular that under Clause 3(vi)) will become due and payable as of the date of withdrawal or termination.
  43. Clause 9 shall be amended to include the right to deduct the same before accounting to the vendor including where the deposit is to be forfeited.
  44. In addition to any other right contained in clause 9 – the Principal agrees to provide an irrevocable direction to pay to any purchaser on settlement the agents fees, expenses and charges in full from the settlement proceeds to the extent that the same are not covered by a deposit held by the Agent.
  45. Signature of Principal
    Add Sign
    Add Sign

    Signature of Agent
    Add Sign



Appendix 1


Services Provided


Retainer Packages (Non Refundable)


$3,850 upfront including GST. As part of this retainer package the vendor gets: Advertising on 4 websites for a period of 12 months*

  • Businesses For Sale
  • Seek Commercial
  • Domain Business
  • L.J Hooker
  • HTML mail to our existing data base
  • Complete Information Memorandum
 

Optional Advertising: (Tick Boxes)


Saturday SMH Size mm: 45x31= $275* (Fixed template)
Saturday SMH Size mm: 134x31= $575* (Fixed Template)
Australian Chinese Daily 4 Saturdays $100
Community magazines
Community news papers
Other ethnic media
Financial Review
*Advertising will continue till the expiry of the date of the agreed advertising period, or the agency agreement or termination of the agency agreement whichever occurs first.
Signature of Principal
Add Sign
Add Sign

Signature of Agent
Add Sign