# BUSINESS SALE AGREEMENT
## Date, parties and interpretation
Agreement date: 6 June 2028
This agreement is made between Cegin Harbour Limited, company number 07462918, whose registered office is 5 Mariners Square, Aberaeron, Ceredigion SA46 0DP, email accounts@ceginharbour.example.test, called the Seller, and Evan Rhys Morgan, of 18 Heol y Môr, Aberystwyth SY23 2LA, email evan.morgan@example.test, called the Buyer. The Seller operates Harbour Light Café at 5 Mariners Square, Aberaeron SA46 0DP, called the Business. The Seller and Buyer are each a party.
The Buyer is buying the specified assets and goodwill described in clause 1 and Schedule 1 only. The Buyer is not acquiring the Seller's shares, cash, bank account, tax history, liabilities or other businesses. References to writing include an email that satisfies clause 12. For this agreement, Business Day means a day other than a Saturday, Sunday or bank holiday in England and Wales on which banks in London are open for business.
## 1. Sale and assets
At completion the Seller sells with full title guarantee, and the Buyer buys, the Business assets described in this clause and Schedule 1, free of security and third-party rights except the lease and licences expressly assumed. They comprise the trading name Harbour Light Café, goodwill attached to the premises, customer telephone number 01570 555 812, domain harbourlightcafe.example.test, social-media accounts, menus, recipes owned by the Seller, furniture, equipment, signage, point-of-sale terminal, website content, supplier records, customer mailing list subject to lawful transfer, and the stock accepted under clause 4. Schedule 1 identifies the principal included fixed assets, goodwill and exclusions; an asset is included only if it is described in this clause or Schedule 1.
The sale excludes the Seller's cash, receivables arising before completion, tax refunds, insurance claims for pre-completion events, corporate records, trade debts, the Seller's registered office, and any asset specifically marked excluded in Schedule 1. The Seller will assign transferable supplier and maintenance contracts at completion, obtain consent where required, and give the Buyer the benefit of warranties that can lawfully be transferred. The Buyer accepts that a third party may have to consent before an assignment is effective.
## 2. Price and payment
The fixed price for goodwill and fixed assets is £185,000, comprising £120,000 goodwill, £42,000 equipment and furniture, £8,000 website, brand and customer records, and £15,000 lease-related fixtures. The Buyer will pay £18,500 deposit to the Seller's solicitor, Brynford Legal, account reference HL-2028, within two Business Days after signing. The deposit is credited against the price at completion and is forfeitable only if the Buyer repudiates after all conditions in clause 10 are satisfied, subject to the law on deposits and any court order.
The balance of £166,500 is payable by cleared funds at completion. The Buyer will also pay the value of accepted stock under clause 4 and the net apportionment under clause 8. The price excludes VAT if VAT is properly chargeable; the Seller will issue a valid VAT invoice. The parties will obtain advice on whether the transaction is a transfer of a going concern and will not assume that treatment without evidence.
## 3. Lease, premises and licences
The Business trades from the ground-floor premises under a lease dated 1 September 2021 between Mynydd Estates Limited and the Seller, expiring 31 August 2031, with current annual rent of £24,000 plus VAT and a service charge capped at £2,400 plus VAT. Completion is conditional on the landlord giving written consent to an assignment or granting a new lease to the Buyer on substantially those terms, with no arrears created by the Buyer. The Buyer will pay the landlord's reasonable consent fees.
The Seller will keep its premises licence, food registration and trading consents valid until completion. The Buyer must make its own applications for any licence, registration or consent that cannot transfer. Neither party promises that a licensing authority will approve an application. The Buyer will inspect fire, gas, electrical, extraction and food-safety records and accepts responsibility for operation after completion.
## 4. Stock and valuation
At 6.00 pm on the day before completion, the parties will carry out a joint count using the stock sheet signed by Naomi Elin Davies for the Seller and Gareth John Bowen for the Buyer. Stock means unopened, saleable food, beverages and packaging held for ordinary trade, excluding expired, damaged, obsolete or consignment goods. Each item is valued at the lower of its invoiced cost excluding recoverable VAT and its estimated net realisable value. Work in progress, opened perishables and complimentary items are valued at nil.
The agreed stock total is expected to be approximately £9,600 but is not fixed. The signed count will show, for example, 240 coffee-bean bags at £12 each totalling £2,880, 180 tea cartons at £4 each totalling £720, 300 syrup bottles at £6 each totalling £1,800, 160 bottled-drink cases at £15 each totalling £2,400 and packaging at £1,800. Those examples total £9,600; only the actual accepted count becomes payable. If the parties disagree by more than £500, an independent hospitality accountant appointed jointly will decide within five Business Days, and the cost will be shared equally.
## 5. Employees and TUPE
The Seller has five employees assigned to the Business: Carys Lowri Evans, café manager, £29,500 annual salary; Idris Wyn Thomas, barista, £24,800; Ffion Megan Rees, chef, £28,600; Mali Seren Jones, part-time server, £12.50 per hour; and Owain Tudor Hughes, kitchen assistant, £12.50 per hour. Their employment particulars, start dates, accrued holiday, disciplinary matters, absences, pension arrangements and liabilities are set out in the employee information pack dated 30 May 2028.
The parties anticipate that the Transfer of Undertakings (Protection of Employment) Regulations 2006 may apply because an organised economic entity will continue as the same café under new ownership. The Seller warrants that it has supplied the Buyer with employee liability information at least 28 days before completion, will consult and inform as required, and will notify the Buyer promptly of any change. The Buyer will provide information about measures it genuinely envisages after transfer. Neither party will dismiss or vary employment because of the transfer except for an economic, technical or organisational reason entailing workforce changes and a lawful process. The Buyer assumes post-transfer employment liabilities to the extent imposed by those Regulations; the Seller remains responsible for pre-completion payroll, tax, pension contributions and liabilities caused by its breach.
## 6. Completion
Completion will take place on 1 July 2028 at 10.00 am at Brynford Legal, 2 Castle Street, Carmarthen SA31 1SA, or remotely when the completion documents and cleared funds are exchanged. The Seller will deliver keys, access codes, executed assignments, the stock sheet, equipment manuals, food-safety records, employee information update, landlord consent, and a transfer of the domain and social-media credentials through a secure password method. The Buyer will deliver the balance, signed assumption documents, evidence of insurance and any landlord deed.
Risk in the assets passes on completion. The Seller will trade in the ordinary course, maintain equipment and insurance, and not remove, pledge or materially replace an asset before completion. If a material asset is destroyed before completion, the Seller will notify the Buyer; the Buyer may terminate and receive the deposit back, or complete with an agreed insurance assignment and price adjustment.
## 7. Seller warranties
The Seller warrants at signing and completion that it owns the assets, has authority to sell them, has disclosed all security interests, has complied in all material respects with food and licensing laws, has paid wages and taxes due for the Business, has not received a written notice of a material health or enforcement breach not disclosed, and has disclosed all material contracts, complaints, claims and supplier rebates. The website, recipes, trading name and supplied content do not knowingly infringe another person's rights. No warranty is given about future turnover, profit, customer retention or the landlord's future conduct.
The warranties are qualified by the disclosure letter dated 6 June 2028 and the documents in the electronic data room index signed by both parties. A claim must be notified with reasonable detail before 5.00 pm on 30 June 2030, except a tax claim, which must be notified within 30 days after the relevant assessment. The Seller's aggregate liability for warranty claims is capped at £185,000; the cap does not apply to fraud, deliberate concealment, title, authority or liability that cannot lawfully be limited. A claim below £1,000 is ignored and claims count only once, with the Buyer taking reasonable steps to mitigate.
## 8. Apportionments
The parties will apportion rent, service charge, business rates, utilities, card fees and supplier subscriptions at completion by reference to the period of actual benefit. The Seller pays amounts relating to periods ending before completion and the Buyer pays amounts beginning on completion. For a worked calculation, if the quarterly rent of £6,000 is paid by the Seller for 1 July to 30 September, the Buyer reimburses £6,000 because completion is at the start of that quarter. If completion were 16 July, the parties count both 16 July and 30 September, giving 77 of the 92 calendar days in the quarter, and the reimbursement would be £6,000 multiplied by 77 divided by 92, being £5,021.74, subject to the actual invoice and VAT. The parties will sign a completion statement recording actual figures.
The Seller is responsible for customer deposits and supplier invoices relating to pre-completion orders. The Buyer will honour outstanding customer bookings only where the completion statement records the corresponding cash and the Buyer chooses to do so. A disputed amount is paid into stakeholder account pending agreement and does not delay undisputed completion sums.
## 9. Restrictive covenants
For 24 months after completion, the Seller must not, within five miles of 5 Mariners Square, operate or assist a café principally competing with Harbour Light Café, solicit a transferred employee to leave, or knowingly solicit a customer using confidential information. This does not prevent the Seller holding up to 5 per cent of shares in a listed company, operating a non-competing catering business outside the radius, or responding to an unsolicited approach. Each restriction is separate and applies only so far as reasonable and lawful.
## 10. Conditions and termination
Completion is conditional on landlord consent, payment of the deposit, satisfactory stock and equipment inspection, confirmation that no undisclosed closure or enforcement notice has been received, and signed employee information. Either party may terminate by written notice if a condition is not satisfied by 24 June 2028, unless that party caused the failure. On termination the deposit is returned unless the Buyer repudiated after conditions were satisfied. The provisions of clause 7 (Seller warranties), clause 8 (Apportionments), clause 9 (Restrictive covenants), clause 11 (Data and records) and clause 12 (Notices, law and jurisdiction), together with accrued rights and payment obligations, survive completion, termination or expiry to the extent their subject matter requires.
## 11. Data and records
The Seller will transfer only personal data reasonably necessary for the Business and on a lawful basis. The Buyer will provide its privacy information, secure the records, honour unsubscribe requests and comply with UK data-protection law. The Seller will retain accounting and employment records for the periods required by law but will not use transferred customer data for a competing purpose.
## 12. Notices, law and jurisdiction
A notice must be delivered by hand, pre-paid recorded post or email to the addresses above. Hand delivery is effective when left between 9.00 am and 5.00 pm on a Business Day. Recorded post is effective at 9.00 am on the second Business Day after posting. Email is effective when sent before 5.00 pm on a Business Day if no delivery failure message is received, and at 9.00 am on the next Business Day if sent later. Email is an agreed valid notice method, not a courtesy copy. The agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction, with mediation to be considered before a non-urgent claim.
## Schedule 1: principal assets
The included fixed assets are the La Marzocco espresso machine serial LM-44781, two Mazzer grinders serials MZ-1902 and MZ-1903, Rational oven serial RN-77814, six café tables, twenty-four chairs, two display fridges, dishwasher, till, menu boards, crockery and the sign above the frontage. The included goodwill is the local customer connection under Harbour Light Café. The excluded assets are the Seller's company books, £4,280 cash, pre-completion receivables, company vehicle and any item removed from the premises with the Buyer's written consent.
## Execution
Signed for and on behalf of Cegin Harbour Limited by Megan Elin Pritchard, Director:
Signature: __________________________
Date: 6 June 2028
Witness signature: __________________________
Witness name: Huw Gareth Lewis
Witness address: 22 Penparc Road, Cardigan SA43 1AB
Witness occupation: Chartered surveyor
Signed by Evan Rhys Morgan:
Signature: __________________________
Date: 6 June 2028
Witness signature: __________________________
Witness name: Siân Elin Roberts
Witness address: 11 Cambrian Terrace, Aberystwyth SY23 2DL
Witness occupation: Accountant