Terms and Conditions
Sole selling rights
1. Who is liable for the agency fee? The vendor, by which is meant the person owning the business; the directors of any company which owns the business (“the owning company”), the directors of any company owning an interest in the owning company, the person owning any shares to be transferred in connection with the disposal of the business, the person signing the instructions and the person on whose behalf they are signed, and all of them jointly and severally.
2. How long will this Agreement last? The sole selling rights agreement shall be for a minimum period of six months from the date of commencement of this agreement, terminable in the sixth month by the vendor giving four weeks written notice to Drysdale & Company. Otherwise the period shall continue indefinitely until it expires four weeks after notice is received by either party.
3. Can it be terminated prematurely? The vendor may do so at any time by immediate notice but on such premature termination, Drysdale & Company shall be immediately entitled to their agency fee as specified in condition 12 unless they become entitled to their full agency fee by reason of conditions 5 or 7.
4. How is notice served? It must be served in writing by recorded delivery post to the head office of Drysdale & Company, 28 Winchester Avenue, Denny FK6 6QE. This is an essential requirement and can only be amended by an email or letter sent by a director of Drysdale & Company to the vendor.
5. When and how does the liability for payment arise? You will be liable to pay an agency fee under this sole selling rights agreement in addition to any other costs or charges agreed, in each of the following circumstances:-
(a) If unconditional missives for the sale, lease or sub-lease of the business are concluded in the period during which we have sole selling rights, even if the purchaser, tenant or sub-tenant was not found by us but by another agent or by any other person, including the vendor.
(b) If unconditional missives for the sale, lease or sub-lease of the business are concluded after the expiry of the period during which we had sole selling rights but to a purchaser, tenant or sub-tenant who was introduced howsoever to the business by anyone, including the vendor, during that period or to a purchaser, tenant or sub-tenant with whom the vendor had negotiations or with whom we had negotiations about the business or to whom we provided particulars of the business during that period.
(c) On the grant of a lease or sub-lease whether on payment of a premium or otherwise.
6. Is VAT payable? Yes, all fees are exclusive of VAT.
7. Is there any liability to pay the agency fee is there is no sale? Yes. The vendor will be liable to pay a fee of up to 50% of the minimum transaction fee if the vendor withdraws from a transaction after heads of agreement or similar agreement has been agreed.
8. What if an offer to purchase is received by the vendor or his solicitors? The vendor irrevocably agrees that all offers in respect of the business will be submitted within 3 days of receipt to Drysdale & Company prior to being submitted or acted on by the vendor’s solicitors. The vendor irrevocably mandates and instructs his solicitors to submit within 3 days of receipt, the offer to Drysdale & Company prior to any acceptance being issued. The vendor further irrevocably agrees that in the event that any offer is not submitted to Drysdale & Company Commercial Property Agents prior to being submitted to such solicitors, or acted upon by them, then, notwithstanding any other rights or obligations incumbent upon either the vendor or Drysdale & Company, Drysdale & Company’s whole remuneration and advertising charges will be payable whether or not this agreement has been terminated.
9. When is payment due? The agency fee shall be payable upon the conclusion of missives except in the circumstances set out in condition 7.
10. How much does the vendor pay on a disposal?
(a) In the case of a business with freehold property the agency fee shall be 2.5% of the total consideration payable to the vendor, whether in cash or otherwise, for the business, goodwill, fixtures and fittings.
(b) In the event of a sale of the business/property by way of a lease the agency fee will be the greater of the minimum fee (noted below) and 5% of the agreed leasehold premium/price of the sale/transfer, including the purchase price of goodwill and /or fixtures and fittings.
11. Is there a minimum fee? Yes. There is a minimum fee of £7,500 + VAT in respect of the business, goodwill, fixtures and fittings.
12. How much does the vendor pay on a premature termination? If the vendor prematurely terminates this agreement before the expiry of the initial six months of the sole selling rights period or thereafter without notice, the agency fee shall be a maximum of £1000 ( plus VAT) This shall not detract from Drysdale & Company’s right to any further fee under conditions 5 or 7.
13. Publicity and Services. Unless the vendor otherwise instructs Drysdale & Company in writing, Drysdale & Company may prepare and issue sales particulars of the business, advertise the business for sale (including the internet) and subsequently announce the completion of the sale. Drysdale & Company and associate companies may use the sales data derived from the transaction for comparable analysis.
Acquisitions & Disposals
Leasing & Renting
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