Comprehensive Review: Contract of Sale of Business and Legal Aspects

This assignment presents a comprehensive contract for the sale of a business, detailing the operative parts, particulars of sale, special and general conditions, and schedules. It covers aspects such as payments, settlement, stock valuation, apportionment of outgoings, vendor's debts, finance, lease agreements, GST, running the business, inspection rights, employee matters, warranties, restraint of trade, and confidential information. The contract also addresses breach of contract scenarios, service of notices, non-merger, severance, guarantee, indemnity, and interpretation. Schedules include assets included in the price, equipment hire contracts, other material contracts, terms of current or new leases, permitted encumbrances, and warranties. The document includes warnings and disclaimers for legal practitioners, copyright information, and instructions for signing. The particulars of sale outline vendor, purchaser, business, and premises details, including price, deposit, and settlement terms. Special conditions address rental reductions and takings conditions. The assignment also includes related documents like email communications, duties forms, and property details related to a real estate transaction, providing a holistic view of legal and business practices.

Page 1
Contract of
Sale of Business
[Ref: ]

Page 2
Contents
Operative Part______________________________________3
Signing Page_______________________________________4
Particulars of sale___________________________________5
Special conditions__________________________________8
General Conditions_________________________________9
MONEY__________________________________________9
1. Payments_____________________________________9
2. Settlement____________________________________9
3. Valuing stock________________________________10
4. Apportionment of outgoings and entitlements_____10
5. Vendor’s debts_______________________________11
6. Finance______________________________________11
7. Lease _______________________________________11
8. GST________________________________________12
TRANSACTIONAL_______________________________12
9. Running the business__________________________12
10. Inspection___________________________________12
11. Employees___________________________________12
12. Warranties___________________________________13
13. Restraint of trade_____________________________13
14. Confidential information_______________________14
BREACH OF CONTRACT________________________14
15. Default______________________________________14
LEGAL AND GENERAL__________________________15
16. Service of notices_____________________________15
17. Non merger__________________________________15
18. Severance____________________________________15
19. Guarantee, indemnity and promise_______________15
20. Interpretation_________________________________16
Schedule 1: Assets included in the price_______________17
Schedule 2: Equipment hire contracts_________________18
Schedule 3: Other material contracts__________________19
Schedule 4: Terms of current or new lease_____________20
Schedule 5: Permitted encumbrances__________________22
Schedule 6: Warranties_____________________________23
Warning and Disclaimer
This document is prepared from a precedent intended solely for use by legal practitioners. The parts of the document prepared by the Law
Institute of Victoria are intended for use only by legal practitioners with the knowledge, skill and qualifications required to use the precedent
to create a document suitable for the transaction. This precedent is not a guide and it does not attempt to include all relevant issues or include
all aspects of law or changes to the law.
Legal practitioners using this document should check for any change in the law and ensure that the facts and circumstances for its intended
use are appropriately included.
The Law Institute of Victoria, its contractors and agents are not liable in any way, including, without limitation, negligence, for the use to
which the document may be put, for any errors or omissions in the precedent document, or any other changes or understanding of the law
arising from any legislative instruments or the decision of any court or tribunal, whether before or after this precedent was prepared, first
published, sold or used.
Copyright
The document is copyright. The document may only be reproduced in accordance with an agreement with the Law Institute of Victoria Limited
(ABN 32 075 475 731) for each specific transaction that is authorised. Any person who has purchased a physical copy of this precedent
document may only copy it for the purpose of providing legal services for the specific transaction or documenting the specific transaction.
“Specific transaction” means common parties entering into a legal relationship for the sale and purchase of the same subject matter.
Operative part
The vendor agrees to sell and the purchaser agrees to buy:
1. The Business for the price; and

Page 3
2. The Stock of the Business for the value of the Stock calculated under this contract;
as a going concern on the terms set out in this contract.
Each party agrees to promptly perform that party’s obligations contained in this contract.
The guarantor guarantees, indemnifies and promises as described in general condition 19.
All the terms of the sale and purchase are contained in this contract. This contract includes:
 the particulars of sale;
 any special conditions;
 the general conditions; and
 the schedules attached to this contract.
The particulars of sale, any special conditions and the general conditions are to be interpreted in that order of priority in the absence of
any provision to the contrary.
Each party represents and warrants to the other parties and the guarantors that the party has not altered the general conditions in this
contract from the form published by the Law Institute of Victoria dated May 2014, except to the extent that they are amended expressly
by a special condition (if any).
The authority of a person signing:
 under a power of attorney;
 as director of a corporation; or
 as agent authorised in writing by one or more of the parties;
must be noted beneath their signature. That person represents and warrants to the other parties that the person has the power and
authority of that party to enter that party into this contract.
The vendor must provide a statement in writing to the purchaser in the prescribed form containing the prescribed particulars under
section 52 of the Estate Agents Act 1980 (Vic) if the Business is a “small business” as defined in that legislation.

Page 4
Signing Page
WARNING
THIS IS A BINDING CONTRACT. YOU SHOULD OBTAIN ADVICE FROM A LEGAL PRACTITIONER BEFORE
YOU SIGN.
Day of sale: / / being the date by which both parties have signed the contract.
VENDOR:
*(A party that is an Individual)
SIGNED SEALED AND DELIVERED in the presence of:
............................................................................................................
WITNESS:
Signature:...........................................................................................
(to be filled by student)
Name:.................................................................................................
(PLEASE PRINT)
Signature:...........................................................................................
(to be filled by student)
Name:.................................................................................................
(PLEASE PRINT)
*(A party that is a Corporation)
EXECUTED by [insert name of corporation and ABN/ACN]
............................................................................................................
in accordance with section 127 of the Corporations Act 2001:
DIRECTOR:
Signature:...........................................................................................
Name: (to be filled by student)........................................................
(PLEASE PRINT)
DIRECTOR/SECRETARY*:
Signature:...........................................................................................
Name: (to be filled by student)........................................................
(PLEASE PRINT)
*Delete as appropriate
PURCHASER:
*(A party that is an Individual)
SIGNED SEALED AND DELIVERED in the presence of:
............................................................................................................
WITNESS:
Signature:...........................................................................................
Name: (to be filled by student)........................................................
(PLEASE PRINT)
Signature:...........................................................................................
Name: (to be filled by student)........................................................
(PLEASE PRINT)
*(A party that is a Corporation)
EXECUTED by [insert name of corporation and ABN/ACN]
............................................................................................................
in accordance with section 127 of the Corporations Act 2001:
DIRECTOR:
Signature:...........................................................................................
(to be filled by student)
Name:.................................................................................................
(PLEASE PRINT)
DIRECTOR/SECRETARY*:
Signature:...........................................................................................
Name: (to be filled by student)........................................................
(PLEASE PRINT)
*Delete as appropriate
[*See Explanatory Memorandum for forms of signing clauses]

Page 5
Particulars of sale
Vendor:
Charles John Dickenson
Email: Fax:
ABN: ABN 23 103 563 205
Address:
33 Glendene Avenue, Kew, 3101
Vendor guarantor:
Address:
Email:
Vendor’s estate agent:
Telephone: DX: Ref:
Email: Fax:
Address:
Vendor’s legal practitioner: (Name of the Student)
Telephone: DX: Ref:
Email: Fax:
Address:
Purchaser:
Olivia Twiss
Email: Fax:
ABN: ABN 23 125 325 205
Address:
23 Liddiard Street, HAWTHORN VIC 3122.
Purchaser guarantor:
Address:
Email:
Purchaser’s legal practitioner: (Need to be filled by the student)
Telephone: DX: Ref:
Email: Fax:
Address:

Page 6
Business
(General condition 20.1(b))
Name: Food GloriousFood
Registered no: 0850922M
General description:
Take-away food
Business Premises
(General condition 7 and schedule 4)
Address:
130 Denmark Street, Kew 3101
The Business premises are occupied or used by the vendor as:
owner
tenant named in lease (refer to in schedule 4)
licensee named in license (refer to in schedule 4)
other (please specify)_______________________________________________________________________________
Price for Business: $100,000.00 exclusive of GST
Deposit: $10,000.00 on / / or the date the purchaser signs this contract if
none stated.
Balance: $90,000.00 payable at settlement
PLUS the value of the Stock up to the maximum stock value of:
$2550 exclusive of GST is also payable at settlement. (General conditions 3 and 20.1(h))
Valuer
(General condition 3.1)
The parties must value the Stock and each item of Stock up to the maximum stock value unless they decide to engage an independent
valuer by marking the box “valuer”.
Due date for settlement: / / or such other date agreed in writing.
Means of Payment of:
(General conditions 1.3 – 1.6)
The balance of the price by Bank cheque unless the box is marked “EFT”
The value of Stock by personal cheque unless the box is marked “EFT” or “Bank cheque”
Assistance period
(General condition 9)
days before the due date for settlement

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*and days after settlement
*Delete or complete as appropriate wherever asterisk (*) appears.
Restraint of trade
(General condition 13)
Time from date of settlement Distance from business premises
2 Years Restraint of trade 2 years 5 KM
Finance
(General condition 6)
Lender
Loan not less than $
Approval date

Page 8
Special Conditions
(General condition 20.7)
[Note: it is recommended that:
1. Any special conditions are numbered;
2. The parties initial beside each special condition;
3. A line is drawn through any blank space remaining on this page; and
4. Additional pages should be attached if there is not enough space and those pages may be numbered “8(a), 8(b), 8(c)” or
“8.1, 8.2, 8.3” etc.]
1. RENTAL REDUCTION
1.1. The contract is conditional upon the Landlord consenting to reduce the rent by $300 exclusive of
GST each month for 3 months from 1 July 2020 and 30 September 2020.
1.2. If Special Condition 1.1 is not satisfied within 7 days of the parties signing this contract
(termination date), then the purchaser may end this contract by written notice to the vendor no
later than 2 business days after the termination date, upon which the vendor must return to the
purchaser all monies paid by the purchaser under this contract to the vendor immediately, and both
parties agree to release the other party from any further obligation under this contract.
2. TAKINGS CONDITION
2.1. For the purpose of this Special Condition 2, the following terms have the meanings set out below:
2.1.1. Gross Takings means the total sum of all sales and other income of the Business before
tax and allowable deductions.
2.1.2. Minimum Gross Takings means the sum of $[amount].
2.1.3. Trading Days means those days during the Trial Period on which the Business is open
for trade.
2.1.4. Trading Records means records of GrossTakings kept by the vendor in the conduct of the
Business, including (as appropriate) cash register tapes, records of electronic funds points
of sale, float details and transactions carried out via the internet, invoices and receipts,
cost of goods sold.
2.1.5. Trial Period means the period from [date] to [date].
2.2. During the Trial Period, the vendor must, subject to Special Condition 2.5:
2.2.1. give the purchaser reasonable access to the Business Premises on all Trading Days for
the purpose of viewing the conduct of the Business; and
2.2.2. upon the reasonable request of the purchaser, produce to the purchaser such Trading
Records as are necessary to provide satisfactory evidence of the Gross Takings during
the Trial Period.
2.3. If upon completion of the Trial Period the Gross Takings, as evidenced by the Trading Records
provided by the vendor under Special Condition 2.2, are less than the Minimum Gross Takings, the
purchaser may terminate the contract by written notice to the vendor given not less than two (2)
business days after the end of the Trial Period.
2.4. If the purchaser terminates the contract pursuant to Special Condition 2.3, all money paid to the
vendor must be immediately refunded to the purchaser.
2.5. Notwithstanding anything contained in this Special Condition 2, the vendor is not required to give
the purchaser access to the Business Premises during the Trial Period if, in the vendor’s reasonable
opinion, the purchaser’s presence may adversely affect the vendor’s relationship with its staff or
customers.

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General conditions
MONEY
1. PAYMENTS
1.1 The purchaser must pay the deposit to the vendor’s
legal practitioner or the vendor’s estate agent as
stakeholder at the time and on the day specified in
the particulars. The deposit may be paid by personal
cheque.
1.2 The stakeholder:
(a) must hold the deposit and any interest derived
on it, in their trust account as stakeholder, until
the contract is settled or ended. The stakeholder
must then pay the deposit and any interest to
the party entitled. The party entitled to the
deposit is entitled to the interest;
(b) being the vendor’s estate agent, must transfer
the deposit from the vendor’s estate agent to the
vendor’s legal practitioner as stakeholder if
directed by the vendor or vendor’s legal
practitioner;
(c) is authorised, but is not obliged, to pay the
deposit and any interest into an interest bearing
account with an authorised deposit-taking
institution. The investment with the authorised
deposit- taking institution is at the risk of the
party entitled;
(d) may pay the deposit and any interest into court
if it is reasonable to do so; and
(e) is entitled to deduct from the deposit any
authorised deposit-taking institution fees and
any reasonable professional fees for dealing
with the deposit.
1.3 The purchaser must make all other payments by
delivery of a Bank cheque payable as directed by the
vendor unless the particulars of sale specify payment
by electronic funds transfer by the box being marked
“EFT”, in which case payment must be made by
electronic funds transfer unless a special condition
authorises another form of payment.
1.4 This general condition 1.4 applies if any payments
are required to be made by electronic funds transfer:
(a) all electronic funds transfers must be paid to the
vendor’s legal practitioner’s trust account;
(b) the vendor must ensure that the vendor’s legal
practitioner notifies the purchaser of the
vendor’s legal practitioner’s trust account
particulars at least 7 days before the due date
for settlement if the particulars of sale specify
payment by electronic funds transfer. The
purchaser must advise the vendor’s legal
practitioner of the reference details recorded
against the money electronically transferred and
notify the vendor’s legal practitioner, as soon as
the money has been transferred;
(c) the purchaser must ensure that the payment of
the balance of the price by electronic funds
transfer into the vendor’s legal practitioner’s
trust account, is designated by the remitting
authorised deposit-taking institution as cleared
funds, or those payments received into the
recipient’s trust account have become cleared
funds, by 10.00 am on the due date for
settlement.
1.5 Payment for any Stock may be made by personal
cheque unless the particulars of sale specify that
payment of the Stock is to be made by electronic
funds transfer or Bank cheque.
1.6 The party making payment by cheque or electronic
funds transfer represents and warrants to the other
party that the cheque or electronic funds transfer will
be honoured and payment irrevocably made by the
payer’s authorised deposit taking institution when
the cheque or electronic funds transfer is presented
by the recipient’s authorised deposit taking
institution.
2. SETTLEMENT
2.1 The parties must perform the obligations in this
contract by the due date for settlement unless
indicated otherwise.
2.2 Settlement is effected when the vendor transfers to
the purchaser the full title, benefit and quiet
possession of the Business, the Stock and all
documents of title free from all Encumbrances other
than the Permitted Encumbrances, in exchange for
the whole of the price and the value of the Stock up
to the maximum stock value as set out in the
particulars of sale.
2.3 Ownership of the Business and Stock passes when
the whole of the price and the value of the Stock up
to the maximum stock value are paid.
2.4 The vendor must deliver the assets of the Business
described in Schedule 1 to the purchaser at
settlement in the same state of repair (fair wear and
tear excepted) as at the day of sale and in proper
working order unless otherwise agreed. The quality
and quantity of the Stock must remain materially the
same other than in the ordinary course of the
Business.
2.5 The vendor must sign all documents prepared by the
purchaser and do whatever else is necessary for the
vendor to do to enable the transfer to the purchaser
on settlement of the right, title and benefit in the
Business, including the Stock; as a going concern.
2.6 The purchaser indemnifies the vendor against any
cost, loss or damage arising from a breach of a
contract described in schedules 2, 3 or 4 which
occurs after settlement.
2.7 The vendor must by the due date for settlement:
(a) ensure that the business premises can be
lawfully used for the Business; and
(b) comply with any order or notice affecting the
Business or the business premises served before
settlement.
2.8 This general condition 2.8 applies if any part of the
assets of the Business, including the Stock, is subject
to a security interest to which the Personal Property
Securities Act 2009 (Cth) applies.
(a) The vendor must advise the purchaser of the
vendor’s date of birth solely for the purpose of
enabling the purchaser to search the Personal
Properties Securities Register for any security
interests affecting any personal property for
which the purchaser is entitled to a release,
statement, approval or correction under general
condition 2.8(c). The purchaser must keep the
vendor’s date of birth secure and confidential.

Page 10
(b) However, the vendor is only required to so
advise of the vendor’s date of birth if the
purchaser makes the request at least 21 days
before the due date for settlement.
(c) The vendor must ensure that at or before
settlement, the purchaser receives:
(i) a release from the secured party releasing
the security interest in personal property;
or
(ii) a statement in writing under section
275(1)(b) of the Personal Property
Securities Act 2009 (Cth) setting out that
the amount or obligation that is secured is
nil at settlement; or
(iii) a written approval or correction under
section 275(1)(c) of the Personal Property
Securities Act 2009 (Cth) indicating that,
on settlement, the personal property
included in the contract is not or will not
be property in which the security interest
is granted.
(d) A release for the purposes of general condition
2.8(c) (1) must be in writing. The release must
be effective in releasing the personal property
from the security interest and be in a form that
allows the purchaser to take title to the personal
property free of that security interest.
(e) The purchaser must provide the vendor with a
copy of the release at or as soon as practicable
after settlement if the purchaser receives a
release under general condition 2.8(c)(1) at
settlement.
(f) The purchaser must advise the vendor at least
21 days before the due date for settlement of
any security interest that is registered on or
before the day of sale on the Personal Property
Securities Register, that the purchaser requires
a statement, approval or correction in
accordance with general condition 2.8(c).
(g) The vendor may delay settlement until 21 days
after the purchaser advises the vendor of the
security interests that the purchaser reasonably
requires to be released under general condition
2.8(f).
(h) The purchaser must pay the vendor:
(i) interest from the due date for settlement
until the date on which settlement occurs
or 21 days after the vendor receives the
advice, whichever is the earlier; and
(ii) any reasonable cost, loss or damage
incurred by the vendor as a result of the
delay; and
(iii) as though the purchaser was in default,
if settlement is delayed under general condition
2.8(g).
2.9 The vendor gives the purchaser the full benefit of
and quiet possession of the Business and the Stock at
settlement, except as provided in this contract.
2.10 Settlement must be effected:
(a) on the due date for settlement between 10.00
a.m. and 3.00 p.m. as specified by the vendor;
and
(b) at the place or places in Victoria reasonably
specified by the vendor.
Different parts of the settlement may occur
simultaneously at different places.
3. VALUING STOCK
3.1 A stocktake will be jointly conducted by the parties
and the value of each Stock item mutually agreed
unless there is a dispute as to value or items in which
case Clause 3.3 will apply.
3.2 The purchaser must pay the vendor the value of the
Stock up to the maximum stock value. The purchaser
must buy all Stock if there is no maximum stock
value specified in the particulars of sale.
3.3 The value of the Stock and each Stock item must be
decided by an independent valuer mutually
nominated by the parties, or failing their mutual
nomination by 15 days before the due date for
settlement, nominated by the president or acting
president of the Law Institute of Victoria on
application by either party if the valuer item in the
particulars of sale is completed with the word
“valuer”, or the parties fail to mutually agree on the
value of the Stock, any item of Stock or any other
matters described in general condition 3.1.
3.4 The purchaser can decide which Stock the purchaser
will not purchase if the Stock exceeds the maximum
stock value specified in the particulars of sale.
3.5 The valuer acts as an expert and the valuer’s
decisions are binding on the parties. Each party must
pay or reimburse the other an equal share of the
valuer’s fees.
4. APPORTIONMENT OF OUTGOINGS AND
ENTITLEMENTS
4.1 All Outgoings of the Business and any revenue and
income of the Business must be apportioned and
adjusted between the parties at settlement; including
the following employee expenses:
(a) wages; and
(b) superannuation payments, charges and levies.
4.2 The vendor is entitled to the revenue and income and
is liable for the Outgoings, of the Business before
and for the day of settlement except:
(a) sales of the Stock made which is included in
this sale;
(b) any new Stock acquired by the purchaser after
settlement; and
(c) employee expenses that accrue after settlement.
The purchaser is entitled to that revenue and income
and is liable for the Outgoings, referred to in this
general condition 4.2(a), (b) and (c) after the date of
settlement.
4.3 Transferring employee entitlements will be
apportioned and adjusted in the following manner
(whether within the meaning of the Fair Work Act
2009 (Cth) or not):
(a) 70% of the value of accrued annual leave and
any annual leave loading, where this is not paid
out on settlement under general condition 11.7,
is adjusted against the vendor;
(b) 70% of the value of long service entitlements
accrued but not taken, is adjusted against the
vendor;
(c) 70% of the value of long service entitlements of
employees with greater than 5 but fewer than 7
years of service, as if a statutory entitlement

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accrues after 5 years of service, is adjusted
against the vendor; and
(d) 35% of the value of accrued personal leave is
adjusted against the vendor.
4.4 Amounts representing employee expenses payable
by the vendor or adjusted against the vendor at
settlement must be paid in full by the purchaser to
the employee when the employee becomes entitled
to those employee entitlements. The purchaser
indemnifies the vendor against any cost, loss,
damage or other liability arising from or incurred by
the vendor to an employee for which any amount
was adjusted against the vendor.
4.5 The parties must not apportion the following
Outgoings of the Business which remain the
responsibility of the vendor:
(a) advertising contracts;
(b) business promotion prizes;
(c) business, professional or trade subscriptions;
and
(d) telephone or trade directory subscriptions and
similar entries.
5. VENDOR’S DEBTS
5.1 The debts of the Business owed to the vendor before
settlement are not included in this contract. The
vendor must not cause any unreasonable damage or
risk to the goodwill of the Business when collecting
those debts after settlement.
5.2 The debts of the Business incurred by the vendor
before settlement remain the liability of the vendor.
The vendor must meet those liabilities as and when
they become due and payable or are required to be
performed.
5.3 The purchaser must immediately pay to the vendor
any money that represents the vendor’s debts that the
purchaser receives after settlement.
6. FINANCE
6.1 This contract is subject to the lender approving the
finance for the purchase of the Business by the
approval date if the finance items of the particulars
of sale are filled in. Either party may end the contract
if the finance is not approved by the approval date or
any later date agreed by the parties. However, the
purchaser may only end the contract under this
general condition 6.1 if the purchaser:
(a) has made immediate application for the
finance;
(b) has done everything reasonably required to
obtain approval of the finance;
(c) serves written notice ending the contract on the
vendor on or before 2 Business days after the
approval date or later agreed date; and
(d) is not in default under any other condition of
this contract when the notice is served.
6.2 The purchaser must immediately notify the vendor in
writing when the purchaser’s finance is approved or
refused.
6.3 All money paid by the purchaser must be
immediately refunded to the purchaser if the contract
is ended under this general condition 6.
7. LEASE
7.1 The vendor must attach a copy of the lease and the
other relevant lease related documents and provide
the other information referred to in schedule 4.
7.2 The vendor must obtain for the purchaser by the due
date for settlement, a lease of the business premises
either:
(a) by transfer of the current lease with the
landlord’s written consent; or
(b) by a new lease as described in item 3 of
schedule 4.
7.3 (a) Both parties must take all reasonable steps to
obtain the transfer and the landlord’s consent or
the new lease of the business premises. In
particular, the purchaser must promptly provide
the vendor with the following to assist the
vendor to obtain the landlord’s consent:
(i) evidence that the purchaser does not
intend to use the business premises in a
way not permitted under the lease;
(ii) information that a landlord could or does
reasonably require about the financial
resources and business experience of the
purchaser and to enable the landlord to
make a decision; and
(iii) a statement that the purchaser has been
provided with the business records of the
Business for the previous 3 years or such
shorter period as the vendor has carried on
business at the business premises.
(b) The purchaser must prepare the transfer unless
the lease provides otherwise.
(c) The vendor must provide the purchaser with the
business records of the Business (or a copy of
them) at settlement except for those business
records that relate to employees who are not
offered and accept employment with the
purchaser from settlement. The purchaser must
allow the vendor to inspect the business records
for the time up to settlement to enable the
vendor to compile a tax return for a period
which includes the time up to settlement.
(d) The vendor must perform all the tenant’s
obligations under any lease up to settlement and
the purchaser must perform all the tenant’s
obligations after settlement.
7.4 The vendor must provide written evidence of consent
of any mortgagee or chargee of the freehold of the
business premises to any existing lease, or the new
lease if one is proposed, to enable the purchaser to
obtain priority against the mortgagee or chargee.
7.5 The purchaser may end this contract by service of an
unsatisfied 5 business day notice which specifies one
of the following:
(a) the landlord has not consented in writing to the
transfer;
(b) the landlord has not granted a new lease; or
(c) any mortgagee or chargee has not consented to
the transfer or grant of the new lease (as the
case may be),
by the due date for settlement in which case the
vendor must repay any monies paid by the purchaser.
7.6 (a) The purchaser must pay:
(i) any duty payable on the transfer or new
lease, and

Page 12
(ii) the landlord’s reasonable legal costs for
the preparation of the new lease but not if
the lease is subject to the Retail Leases
Act 2003 (Vic).
(b) The vendor must pay all other lawful expenses
including expenses related to obtaining the
written consent of:
(i) the landlord;
(ii) any mortgagee or chargee;
to the transfer or the new lease.
8. GST
8.1 The parties agree that this contract is for the supply
of a going concern.
8.2 The vendor warrants that the vendor will carry on the
Business as a going concern until settlement. The
purchaser warrants that the purchaser is, or before
settlement will be, registered for GST and that the
purchaser will carry on the Business after settlement.
8.3 The purchaser must pay the vendor any GST payable
by the vendor:
(a) solely as a result of any action taken or
intended to be taken by the purchaser after the
day of sale, including a change of use;
(b) where the supply does not does not satisfy the
requirements of section 38-325 of the GST Act
for a ”going concern”; or
(c) the amount payable by a party for a taxable
supply is expressed as a GST exclusive amount
if a party makes a taxable supply which is not
part of the consideration for a going concern.
This general condition 8.3 is subject to any other
provisions of this contract.
8.4 The party liable to pay for a taxable supply to which
this general condition 8 applies must also pay the
amount of any GST payable for the taxable supply
on the date on which payment for the taxable supply
is due.
8.5 A party is not obliged under this general condition to
pay GST on a taxable supply to the other party, until
the party is given a tax invoice for the supply.
TRANSACTIONAL
9. RUNNING THE BUSINESS
9.1 The vendor must maintain the goodwill of the
Business and carry on the Business in the ordinary
course and in a proper and businesslike manner until
settlement.
9.2 The vendor must do whatever is reasonably
necessary to introduce the purchaser to customers
and suppliers of the Business and give the purchaser
reasonable assistance and advice about running the
Business during the assistance period set out in the
particulars of sale.
9.3 The Business, including the Stock, is at the risk of
the vendor until settlement.
10. INSPECTION
10.1 The purchaser may inspect the Business and the
business premises at all reasonable times within 3
Business days before the due date of settlement.
10.2 The vendor must allow inspection of the business
premises by officers of the local government or
officers authorised by any government department if
requested by the purchaser.
11. EMPLOYEES
11.1 The vendor must provide the following information
to the purchaser in respect of each employee. The
information is to be provided within 5 Business days
if requested in writing by the purchaser:
(a) the employees’ names;
(b) date of commencement:
(c) job title;
(d) remuneration and other employee benefits;
(e) employment status (i.e. permanent fulltime,
permanent part-time or casual);
(f) accrued annual, personal and long-service leave
entitlements and any other entitlements to time
off (such as rostered days off/time off in lieu);
(g) any employee complaints, applications or
proceedings in a tribunal or court;
(h) any applicable industrial instrument for the
employee (i.e. award/enterprise agreement);
and
(i) any sample letter of offer/employment contract
used by the vendor for each class of employee
engaged.
11.2 The purchaser must also be given a reasonable
opportunity (if requested) to inspect:
(a) the vendor’s employment policies and
procedures; and
(b) the contracts of employment of all employees
to whom the purchaser offers, or may offer,
employment from settlement and who accept,
or may accept, that offer, in accordance with
this contract; and
(c) the employment files of each employee.
However, this general condition 11.2 (c) only
applies if or when this contract is or becomes
unconditional by way of a financial condition
or contract subject to finance being satisfied.
11.3 The purchaser must only use any information
obtained in accordance with general conditions 11.1
and 11.2 for the purpose of the Business. The
purchaser must not disclose that information to any
other person.
11.4 The purchaser must:
(a) at least 35 Business days before the due date for
settlement, notify the vendor of the names of
the vendor’s employees to whom the purchaser
wishes to offer employment from settlement;
(b) then, within a further 2 Business days, make an
offer of employment to those employees from
and conditional on settlement taking place;
(c) ensure that the terms and conditions of the offer
made to a prospective transferring employee
are substantially similar to and, overall, no less
favourable than the existing terms and
conditions of employment with the vendor; and
(d) ensure that the offers made by the purchaser
under any relevant transferable industrial
instrument (award, enterprise agreement or
other relevant industrial instrument notified by
the vendor under general condition 11.1 (h))
include a statement whether:
(i) the employee’s service is to be, or is not to
be, recognised by the purchaser; and