# HEADS OF TERMS FOR BUSINESS ACQUISITION
Date: 12 September 2034
Parties: Pinebridge Foods Ltd and Calder Orchard Group Ltd
## 1. Purpose and parties
These heads of terms are dated 12 September 2034 and record discussions between Calder Orchard Group Ltd, company number 14823017, of 2 Mill Street, York YO1 6DD (seller), and Pinebridge Foods Ltd, company number 15190422, of 44 Station Road, Leeds LS1 5AB (buyer), concerning Calder's prepared-food business.
## 2. Facts, scope and terms
The proposed transaction is an asset purchase for £620,000, payable £560,000 on completion and £60,000 into a retention account for six months to meet agreed warranty claims. The price is subject to due diligence, final inventory and the allocation of value in the business asset sale agreement.
## 3. Process and responsibilities
The assets are intended to include the trading name, specified equipment, stock at an agreed count, customer and supplier records transferable lawfully, and the benefit of listed contracts with required consents. Cash, seller's tax liabilities, excluded vehicles and liabilities before completion remain with the seller unless definitive documents say otherwise.
## 4. Evidence, records and safeguards
Completion is targeted for 31 October 2034 after financial, legal, food-safety and employment due diligence. The seller will operate normally, preserve key staff and records, and obtain consent before disposing of material assets; the buyer will keep information confidential and will not contact employees or customers except through an agreed process.
## 5. Review, escalation and outcome
The buyer proposes to offer employment on no less favourable basic terms to the employees transferring with the undertaking, subject to advice on the Transfer of Undertakings (Protection of Employment) Regulations 2006. The parties will exchange the information and consult as required; this document does not determine whether TUPE applies.
## 6. Reservations and practical protections
The parties agree only that English law governs these heads, each will bear its own costs, and the period of exclusivity runs to 18 October 2034 if a separately signed exclusivity letter is completed. Confidentiality, exclusivity if separately signed, costs and jurisdiction are intended to be binding; the sale, price and warranties are not.
## 7. England and Wales law and completion
No sale contract has been exchanged and either party may withdraw from the uncompleted negotiations. This completed fictional document is not an offer capable of acceptance, a warranty or tax advice; the transaction will bind the parties only through properly authorised definitive agreements.