Shop transfer (business sale) contract template

Shop Transfer (Business Sale) Contract

Contract no.: Contract number

Date: Contract date

Place: City of signing

Parties

First Party (Seller): First party name, CR / ID no. First party CR, national address: First party address, e-mail: First party e-mail, mobile: First party mobile, represented by First party signatory as First party signatory title.

Second Party (Buyer): Second party name, CR / ID / freelance document no. Second party CR, VAT no.: Second party VAT no., national address: Second party address, e-mail: Second party e-mail, mobile: Second party mobile, represented by Second party signatory as Second party signatory title.

Article 1: Recitals and definitions

1.1 Whereas the Seller owns the shop below, and the Buyer wishes to buy it with the agreed elements, the parties agree as follows.

1.2 The recitals and schedules form an integral part of this Contract and are read with it. In a conflict, this Contract prevails, then the schedules in numerical order.

1.3 "Business Day" means any day other than Friday, Saturday and an official holiday in the Kingdom of Saudi Arabia. "Laws" means the laws and regulations in force in the Kingdom.

1.4 Each party confirms that it has legal capacity to contract, that its signatory is authorised, and that entering into this Contract breaches no other obligation binding on it.

Article 2: The shop and its elements

2.1 Shop: Shop name and activity, at Shop location, commercial registration no. Commercial registration.

2.2 The sale includes furniture, equipment, stock per the inventory, the trade name: included / not included, the mark, accounts, phone and customer lists: Elements sold.

2.3 The sale excludes cash, receivables and earlier debts, except as stated: Excluded elements.

Article 3: Price and payment

3.1 Price: SAR Total contract value (in words: Value in words). VAT applies unless the sale meets the conditions of a transfer as a going concern.

| Payment | Amount | When due |

| --- | --- | --- |

| First payment | Advance payment | On signature |

| On transfer of licences | Transfer payment | Licence transfer date |

| Held for liabilities | Held amount | After Holding period |

Article 4: Transfer of registration, licences and lease

4.1 The Seller cooperates in amending registrations and licences with the Ministry of Commerce, municipality, ZATCA, Human Resources, GOSI and civil defence within Licence transfer time. Transfer fees are on: Who pays fees.

4.2 The lease transfers only with the Landlord's consent and an updated Ejar contract; this is a condition for the transfer payment. If the landlord refuses: Effect of landlord refusal.

4.3 Staff contracts continue by transfer of service with their consent through Qiwa, and their rights up to the transfer date are settled by the Seller.

Article 5: Debts, liabilities and warranties

5.1 The Seller confirms the information and accounts are true, and the shop has no pledge, seizure, hidden claim or violation, except as listed in Schedule 3.

5.2 Debts, tax, zakat, wages and fines up to the transfer date are on the Seller, and later ones on the Buyer; the sale is announced to creditors under the Laws.

5.3 The Seller shall obtain the required ZATCA certificates before final transfer. Stock is counted in both parties' presence on the transfer date.

Article 6: Non-compete and handover

6.1 The Seller shall not compete with the shop in Non-compete scope for Non-compete period, nor solicit its staff or customers.

6.2 The Seller trains the Buyer for Handover period, and hands over passwords, supplier details and sales records.

6.3 If licences are not transferred in time for a reason not on the Buyer's side, it may terminate and recover what it paid. If the Buyer withdraws without excuse, proved loss is deducted.

Article 7: Representations and warranties

7.1 The Seller and the Buyer each confirm the following at signing, and shall tell the other at once if any of it changes:

• the details and documents it has provided are true and complete on everything affecting the other's decision, and it has hidden nothing it knows to be material.

• no claim, seizure, disposal ban, bankruptcy or legal bar prevents performance of this Contract.

• the source of funds and purpose of contracting are lawful, and this Contract is no cover for any prohibited dealing.

• it holds the licences, approvals and legal capacity needed to sign and perform this Contract, and will keep them valid throughout.

7.2 An untrue material statement is a breach of this Contract, subject to its terms and the Civil Transactions Law; deliberately misleading information is deceit that allows annulment and compensation to be sought.

Article 8: Breach and its effects

8.1 A breach notice is in writing, states the obligation breached, what is needed to cure it and a reasonable time of at least 15 days, unless this Contract sets another period. No notice is needed if cure is impossible or the party at fault has said it will not perform.

8.2 Each party may withhold its corresponding obligation that has fallen due if the other has not performed its own, unless that would run against good faith or the failure is minor, under the Civil Transactions Law.

8.3 The injured party shall make reasonable efforts to limit its loss and is not compensated for what it could have avoided. Compensation follows proved loss. Nothing is charged as compensation or increase merely for lateness in paying a sum of money, and the actual costs awarded by the competent authority may be claimed.

8.4 On termination the parties are restored as far as possible, each answering for what it actually benefited from. This Contract does not affect statutory limitation periods or the terms that survive its end by their nature.

Article 9: Documents, correspondence and proof

9.1 Each party keeps a copy of this Contract, its schedules, payment receipts and handover reports for at least 5 years after it ends, or any longer statutory period.

9.2 Correspondence through the e-mail or mobile at the head of this Contract, and approved government platforms, is proof where it can be attributed to its sender, under the Electronic Transactions Law and the Evidence Law. Nothing said orally changes this Contract.

9.3 The party receiving money gives a receipt for each sum, stating what it covers. No payment is a final release unless that is stated in writing.

Article 10: Successors and third parties

10.1 This Contract binds the parties and their lawful successors, within the limits of any estate, unless a party's person was central to contracting. On death, the heirs or their representative shall tell the other party within a reasonable time, and rights are settled under Sharia and the Laws.

10.2 This Contract creates no right for anyone other than the parties unless stated. A party's dealing with what is its own does not affect the other's rights here, and nothing can be raised against a third party in good faith who did not know of it until it is documented or registered where that is required.

Article 11: Confidentiality

11.1 Each party shall keep the other's non-public information confidential, use it only to perform this Contract, and disclose it only to staff and advisers who need it and are bound by confidentiality.

11.2 This excludes information that is public through no fault of the recipient, or that a competent authority lawfully requires, provided the other party is told where possible. The duty lasts 3 years after the Contract ends, and information is returned or destroyed on request.

Article 12: Personal data protection

12.1 The parties shall comply with the Personal Data Protection Law and its regulations in respect of the personal data they exchange for the purpose of this Contract. Neither party shall use it for any other purpose or disclose it except with the data subject's consent or as the law requires.

Article 13: Force majeure and exceptional circumstances

13.1 A party is not liable for delay or failure caused by an event beyond its control that was unforeseeable and unavoidable, provided it notifies the other within 7 days and makes reasonable efforts to limit the effect. Force majeure does not excuse paying what fell due before it occurred.

13.2 Affected obligations are suspended for the duration. If the event lasts more than 60 days, either party may terminate by written notice, with payment for work actually performed.

13.3 If unforeseeable general exceptional circumstances make performance so onerous as to threaten a heavy loss, the affected party may request renegotiation without delay while continuing to perform, as provided by the Civil Transactions Law.

Article 14: General provisions

14.1 Notices are in writing and sent to the addresses at the head of this Contract; the registered e-mail is valid, and a notice counts as received on the next Business Day. Each party shall report any change of address.

14.2 Neither party may assign this Contract or subcontract without the other's prior written approval, and it remains responsible for its subcontractors.

14.3 Delay in using a right does not waive it, and this Contract changes only by a signed written annex. If a provision is void the rest stays in force, unless that provision was the reason for contracting.

14.4 The parties shall comply with the rules against bribery, corruption and money laundering. Neither is the agent, partner or employer of the other, and each bears the obligations of its own staff.

14.5 This Contract may be signed electronically under the Electronic Transactions Law, and electronic signatures and records have their legal force. It is made in two copies, one for each party.

Article 15: Governing law and disputes

15.1 This Contract is governed by the laws of the Kingdom of Saudi Arabia, including the Civil Transactions Law, and in a manner consistent with Islamic Sharia.

15.2 The parties shall try to settle any dispute amicably through their representatives within 30 days of notice, and may then use conciliation through the Taradhi platform.

15.3 If it remains unresolved, it shall be decided by: Forum: the competent courts in the city of ... / arbitration under the rules of the Saudi Center for Commercial Arbitration, seated in .... The parties shall keep performing whatever the dispute does not affect.

15.4 Where made in Arabic and English, the Arabic text prevails in any difference.

Schedules

• Schedule 1: inventory of assets and stock.

• Schedule 2: list of contracts, staff and licences.

• Schedule 3: statements of debts and liabilities.

Signatures

The parties sign this Contract after reading and accepting all of its terms.

| First Party (Seller) | Second Party (Buyer) |

| --- | --- |

| Name: First party signatory | Name: Second party signatory |

| Signature: First party signature | Signature: Second party signature |

| Date: Signing date | Date: Signing date |

| First witness | Second witness |

| --- | --- |

| Name: First witness name | Name: Second witness name |

| ID: First witness ID | ID: Second witness ID |

| Signature: First witness signature | Signature: Second witness signature |