In the simplest form of a sale in which a business for sale is 100% owned by a single person or parent company and purchased by a single buyer, there are only two parties to the agreement. However, additional parties may be involved if, for example. B, several shareholders of the company for sale are involved. In these cases, each shareholder must enter into the sale agreement to sell his shares. The buyer will try to prevent the seller from creating a new competitive business that will damage the value of the business sold. The sales contract therefore contains restrictive agreements that prevent the seller (for a fixed period and in certain geographic regions) from recruiting existing customers, suppliers or employees and, more generally, from competing with the sale of the business. These restrictive alliances must be adequate in geography, size and duration. Otherwise, they may be in violation of competition law. Unless the parties agree otherwise, the sales contract will be cancelled if all of the above conditions are not met on an agreed date (the «Longstop» date). It is therefore essential that the G.S.O. determines how to determine when the conditions are met and when they can no longer be met. It should also indicate which of the parties is responsible for complying with the respective preconditions.
The party concerned is required to make reasonable efforts to meet the relevant conditions up to the date of longstop. All stamp duty payable under the provisional agreement, formal agreement and subsequent transfer is paid by the purchaser. In the event that the price indicated in one of these documents is not accepted by the stamp collector as the actual consideration of the property, the additional stamp duty, calculated by the collector on the receipts of the stamp according to his assessment of the property, is also borne and paid by the buyer. If you know that you want to buy or sell certain goods, but you have not agreed to all the details or are not ready to sign a sales contract, you can first sign a letter of intent to outline the terms and the negotiation agreement. Immediately after the signing of the formal agreement, the property is at the buyer`s risk. While a sales contract and sales invoice have similar purposes, a sales contract offers a more detailed payment schedule and guarantees for the item. It also gives both parties more flexibility before the agreement is concluded by providing conditions to secure the goods before they are purchased.