All businesses look to grow. For some it's necessary; if they stagnate and fail to grow they will be overwhelmed by the competition and fade into the twilight of dissolution. For others, the owners desire better revenue streams so that they can earn more profits, give their employees better benefits, maybe upgrade their facilities to be nicer, cleaner, more suitable to the business.
Part of the growth process is acquisition. Some may simply buy premade assets from the manufacture and they're done. Others may be buying specialized assets or used assets, and there is no boilerplated contract at hand and ready for the company to sign and get moving on the actual shifting of monies and assets.
In the case there is no contract ready to go, it may be a good time to contact an attorney for guidance. Some may want a mere, "hey, what terms should I have in this?" and others may want the attorney to draw up the paper and hand it to the seller for their signature.
In the case of the business that is looking for general terms, remember the golden rule - if it's not in the contract, it probably doesn't count.
With that rule in mind, be mindful that the contract lists out what is being acquired, in what condition, and if there are any particular representations the seller made. This could be as minor as the seller assuring the buyer the asset is blue, or as major as the seller assuring the buyer the asset is 'perfect and functioning just like new'.
The next rule - how are you paying for this? It should be spelled out in the contract: cash, check, wire, gold bullion, or bitcoin. What is owed, when and how is it being transferred.
When is delivery - how are you getting the asset, who is paying for it to be moved to the business location, when is it to arrive. What is the fee if the asset is delayed?
And my favorite - what happens if things fall apart? If the equipment is not working like new, if the money doesn't arrive on time, if the asset never shows up, what is the dispute resolution. Arbitration? Litigation? What if the disputed amount is under $5,000.00? Bear in mind, in any dispute clause, you want to know who is covering attorney fees - usually it's the losing side, but you can say each handles their own.
The foregoing are not the full and complete items, merely the initial items I focus on in the forging of a deal. Items such a:- limitation of liability, indemnification, notice requirements, modification of the agreement (how and when), term and termination are all items that should be covered and are incredibly necessary.
I have had some clients hand me a paper, usually about two pages, and ask if it works. After five minutes of explaining what I would prefer to see in it and why, they angrily say, "why didn't you tell me all this before?" Well, a lot goes into a contract, and while I can hand over a list of items, the fact is that each deal is unique, the negotiated terms specific to that deal, and I can't simply hand off a sheet of paper and say, "this is everything you will need." A small deal that is relatively straightforward may be as few as five single spaced pages. In the alternative, it could be a sixty page goliath of details.
This leads of course to the client who asks the attorney to handle the deal. This is my preference. The attorney who is involved in the deal can review the due dilligence, ask the client if this is everything they need, if anything was missed, what, if anything, would they like to see before signing the paper, what representations do that want to hold the seller to (and why), and what terms would they like to insert to help give themselves some leeway. Maybe the payment terms need some flexibility. Maybe delivery can be adjusted to details (what if the shop is too small? Deliver to a warehouse? Enlarge the shop? Ask the seller to store until a new space is ready?).
Having been on the respective buyer and seller sides of numerous acquisitions, I know there is always uncertainty in business. That said, having another set of eyes on the matter helps and may even point to possible headaches and problems that haven't been considered yet.
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