E-COMMERCE SITE PURCHASE AGREEMENT
This E-Commerce Site Purchase Agreement is made and entered into on _10th January 2022_(the “Effective Date”) by and between the following parties:
WHEREAS, Seller owns and operates an e-commerce website (the “Website”) and Seller’s business is devoted, in part, to the sale of _Social media Growth Service_via the Website and the associated seller account on the online marketplace, such as Instagram/Facebook/YouTube followers/likes; which is more fully described in this Agreement (the “Business”); and
WHEREAS, Buyer desires to purchase all of the assets, inventory, rights, contracts for service of customers and clients, clientele, leads, goodwill, book of business, and overall business related to the business, which is more particularly identified below, and specifically less and except the Excluded Assets (defined below);
WHEREAS, the parties agree that the past sale performances of the business do not predict or guarantee the future sales herein;
NOW, THEREFORE, for valuable consideration, the parties agree as follows: PURCHASE AND SALE
- Purchase and Sale. On the Closing Date (as defined below), the Seller shall sell, transfer, convey, assign, and deliver to Buyer, and the Buyer shall purchase, acquire, and accept from the Seller:
- All of the assets, rights, goodwill, and overall business and rights of Seller related to the Business, whether or not they are carried on the books of Seller, including, without limitation, all of the assets listed on Schedule 1 attached below and incorporated by reference (collectively, the “Purchased Assets”), all as the same shall exist at 12:01 A.M. on the Closing Date; and
- The items described on Schedule 2 attached below and incorporated by reference are expressly excluded from the Purchased Assets (the “Excluded Assets”), and the Buyer is not purchasing them.
- Purchase Price; Payment Terms. The total purchase price (the “Purchase Price”) for the Purchased Assets shall be _149,000 US DOLLARS, with the down payment of _100,000 US DOLLARS, and the remaining 49,000 US DOLLARS payable in 6 consecutive months, each month 8167 US DOLLARS. The Buyer will pay the Purchase Price to www.escrow.com on the effective date of this Agreement.
In case of any delay in payment of the installments, any amount not paid when due shall accrue interest of 2% per month. However, suppose the Buyer fails to pay the purchase price balance within the stipulated timeline. In that case, the Seller has the right to repossess the Website without refunding the Buyer the amount already paid.
- Assumed Obligations. Buyer assumes all monetary and non-monetary obligations arising under or in connection with the Purchased Assets (collectively, the “Assumed Obligations”), but no further; provided, however, that the Buyer’s assumption of said obligations shall only apply to any such obligations accruing from and after the Closing Date; and provided further that Assumed Obligations shall not include: (1) any payables of Seller for any liabilities that are incurred prior to the Closing Date but billed or invoiced on or after the Closing Date Time and (2) any loan obligations of Seller.
- Excluded Obligations. The Buyer is not assuming any other liabilities, obligations, contracts, or commitments of the Seller other than those expressly identified among the Assumed Obligations.
- Seller’s Obligations. The Seller agrees to remain liable for and to pay, perform, and discharge when and as due, and to indemnify and hold harmless Buyer against all debts, liabilities, obligations, contracts, and commitments (whether known or unknown, contingent or fixed, liquidated or unliquidated) arising out of or related to the business or the ownership, operation or use of any of the Purchased Assets on or prior to the Closing Date, or the conduct of the business of Seller, whether incurred before, on or after the Closing Date.
- Performance of Transition Services. For a period of 3 months following the Closing (from 10th January to 10th April 2022), the Seller agrees to provide such services as may be necessary to transition the Business to Buyer. Such services may include, but are not be limited to;-
- Communicating with the customers regarding the transition;
- Answering questions & queries from Buyer regarding the business;
- Forwarding correspondence, telephone calls, and payment, if any, received in connection with the Business to Buyer;
- Assisting with vendors;
- Assisting with any Website questions; and
- Such other services as reasonably requested by Buyer from time to time during the Transition Period.
Consideration for such services rendered by Seller during the Transition Period is included in the Purchase Price.
- Post-Closing Matters. Except as otherwise provided, the Parties intend that Seller will be responsible for all charges and credits for goods and services incurred by Seller prior to the Closing and that Buyer will be responsible for all charges for goods and services incurred by Buyer after the Closing, in either case regardless of whether credits, bills for such charges or such payments were received before or after the Closing. The Parties have agreed that Seller will order additional inventory, to be specified by Buyer, prior to Closing. The Buyer will be solely responsible for paying all charges associated with this order, and a separate agreement will detail the items of inventory to be purchased.
- Closing. The Closing (the “Closing”) shall occur on or before ___________________ (the “Closing Date”), or at such other time as the Parties may agree upon in writing. At this point, the documents, instruments, and other items referred to in this Agreement will be delivered by the Parties.
- Contingency. The Buyer’s obligation to close shall be contingent upon:
a) Seller’s ability to deliver, at the Closing, all of the Purchased Assets and all of the documents and instruments described, in accordance with the terms and conditions of this Agreement; and
b) Seller’s representations and warranties being complete, authentic, and accurate as of the Closing Date.
- Deliveries by Buyer. At Closing, Buyer shall:
a) Instruct the escrow agent to disburse the Purchase Price;
b) provide any such documents, instruments, and items reasonably required to complete the transactions, consistent with the terms of this Agreement.
- Deliveries by Seller. At Closing, Seller shall deliver to Buyer the following:
a) A fully-executed original of the Bill of Sale attached as Exhibit A and incorporated by reference (the “Bill of Sale”), conveying title to the Purchased Assets, with covenants of warranty and good title, and inform and substance satisfactory to Buyer as shall be necessary or appropriate to assign and transfer to and vest in Buyer good and marketable title to all of the Purchased Assets, free and clear of any and all liens, claims, restrictions on transfer and encumbrances (except as expressly permitted).
b) Good and sufficient evidence satisfactory to Buyer that;-
- There are no mortgages, security interests, judgments, or other liens outstanding against any of the Purchased Assets, except for any liens and encumbrances expressly permitted;
- The Seller has good and marketable title to all of the Purchased Assets, except for any liens and encumbrances expressly permitted; and
- There are no undisclosed liens, claims, or encumbrances outstanding against any of the Purchased Assets, including, without limitation, any federal, state, or local tax liens.
- Such other documents, instruments, and things as shall be reasonably requested by Buyer, consistent with the terms of this Agreement.
- Assignment of Contracts. At the Closing, and thereafter at the request of Buyer, the Seller shall obtain the written consent of any third party which shall be necessary to transfer to Buyer any and all licenses, websites, social media accounts, or other contractual rights which are part of the Purchased Assets, as of the Closing Date.
- Commissions and Expenses of Sale. Each party to this Agreement shall bear its legal, accounting, and other related expenses in connection with the transaction. Other than as explicitly detailed in paragraph 30 below, each of the Parties represents and warrants that it has not incurred any obligation or liability, contingent or otherwise, for broker’s or finder’s fees in connection with the transaction, and each agrees to hold the other harmless from and against any such liability arising out of contracts, express or implied, which may be asserted against the non-contracting parties.
- Further Assurances. Before and after the Closing, the parties agree to execute and deliver such instruments and take such other actions necessary for the purpose of carrying out the performance of this Agreement, including, without limitation, obtaining any consents and authorizations of government agencies and third parties, and making any all filings as may be necessary to effectuate the transactions contemplated by this Agreement.
At any time before or after the Closing, Seller shall give prompt notice to Buyer, after receipt thereof by Seller, of;-
- Any notice of, or other communication relating to, any default or event that, with notice or lapse of time or both, would become a default under any instrument or agreement material to Seller, to which Seller is a party or by which Seller is bound, and
- Any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement.
- Non-Compete. The Seller agrees that neither it, nor any of its shareholders, officers, or directors, has, or for a period of two (2) years from the Closing will have, equity interest or any other interest (direct or indirect) in any other entity in the same or similar businesses as that of the business, including but not limited to any e-commerce business of the same or similar nature.
- Restraint. In further consideration of the Buyer, Seller will not at any time after Closing use a symbol, logo, domain name, trademark, or business name substantially identical or deceptively similar to the business names, trademarks, or the domain names associated with the business.
REPRESENTATIONS AND WARRANTIES OF SELLER
As an inducement to Buyer to enter into and perform this Agreement, Seller represents and warrants to Buyer as follows:
- Authorization. The Seller has full power and authority to enter into this Agreement, including all exhibits and schedules (this Agreement and all such exhibits, schedules, and other agreements are collectively referred to as the “Acquisition Documents”), to perform his obligations, to transfer the Purchased Assets, and to carry out the transactions contemplated. The Seller has taken all actions required by law or otherwise to authorize the performance of Seller’s obligations.
This Agreement has been duly executed and delivered by Seller. Upon the execution and delivery of the remaining Acquisition Documents, the remaining Acquisition Documents will have been duly executed and delivered by Seller. This Agreement and the other Acquisition Documents will be the legal, valid, and binding obligations of Seller enforceable according to their terms.
- Title. Except for any liens and encumbrances expressly permitted, Seller owns and has a good and marketable title to all of the Purchased Assets, free and clear of all liens, encumbrances, or restrictions (e.g., restrictions on transfers or otherwise). The Acquisition Documents are sufficient to transfer to Buyer all of Seller’s right, title, and interest in and to the Purchased Assets, free and clear of any liens and encumbrances (except as expressly permitted).
- No Violation. None of;-
- The execution and delivery of this Agreement or any of the other Acquisition Documents by Seller,
- The performance by Seller of his obligations,
- The consummation of the transactions contemplated in this Agreement after the Closing will;
- violate, or conflict with, or constitute a default under or breach of, or permit the termination of, or cause the acceleration of the maturity of, any indenture, mortgage, contract, commitment, debt or obligation of Seller, which violation, conflict, default, breach, termination, or acceleration, either individually or in the aggregate with all other such violations, disputes, defaults, breaches, terminations, and accelerations, would have a material adverse effect on the operation and business of the business and/or the Purchased Assets;
- Require the consent of any other party to or result in the creation or imposition of any lien upon any of the Purchased Assets under any indenture, mortgage contract, commitment, debt or obligation of or to which Seller is a party or by which Seller is bound;
- Violate any statute, law, judgment, decree, order, regulation, or rule of any court or governmental authority to which Seller or the Purchased Assets is subject; or
- Result in the loss of any material license, privilege, brokerage agreement, or certificate benefiting Seller and/or the Business (including the Purchased Assets).
- Financial Records. The Seller has delivered to the Buyer the true and complete copies of Seller’s financial records relating to the Purchased Assets and the operation of the business for the year 2020, and for January 1, 2021, through the Effective Date; and such financial records are true and correct in all respects and fairly present Seller’s actual revenues and expenses associated with the operation of the business.
- Contract Rights & Liabilities. The Seller has also delivered and disclosed to Buyer true and complete records and information concerning all of Seller’s licenses and all other contracts and agreements that are material to the operation of the business or the beneficial use and enjoyment of the Purchased Assets.
- Absence of Certain Changes. The Seller has not:
- suffered any material adverse changes, financial or otherwise, related to the Purchased Assets or the Business;
- created or incurred any liability (fixed, absolute, accrued, contingent, or otherwise) related to the Purchased Assets or the Business, except for unsecured current liabilities incurred for other than money borrowed, and liabilities under contracts entered into in the ordinary course of business and for amounts and for terms consistent with past practice;
- transferred or granted any concessions, leases, licenses, or agreements with respect to the Purchased Assets or the Business;
- sold or otherwise disposed of, or entered into or agreed to enter into any agreement or other arrangement to sell or otherwise dispose of, any of the Purchased Assets, or any other properties or rights associated with the Purchased Assets or the Business, except for the sale of goods in the ordinary course of business, or any agreement or other arrangement which requires the consent of any party to the transfer and assignment of any such assets, properties, or rights; or
- agreed, whether in writing or otherwise, to take any action described in this section.
- Litigation. There are no actions, claims, proceedings, or investigations (“Actions”), including, without limitation, Actions for personal injuries, products liability, or breach of warranty arising from the operation of the business, whether pending or threatened against the Seller or any properties or rights of Seller, or the transactions contemplated by this Agreement or any other Acquisition Document before any court, arbitrator, or administrative or governmental body. No state of facts exists or has existed that would constitute grounds for the institution of any action against the Seller or against any properties or rights of the Seller or the transactions contemplated by this Agreement or any other Acquisition Document. The Seller is not subject to any judgment, order, or decree entered in any lawsuit or proceeding that has materially adversely affected the transactions contemplated by this Agreement.
- Tax Returns and Payments. All tax returns and reports of Seller or respecting the operations of the business required by law to be filed on or before the Effective Date have been duly and timely filed, and all taxes are shown as due have been paid. There are in effect no waivers of any applicable statute of limitations related to such returns. No liability for any tax will be imposed upon the Purchased Assets. The provisions of this section shall include, without limitation, all reports, returns, and payments due under all federal, state, or local laws or regulations relating to income, sales, use and withholding taxes, withholding obligations, unemployment insurance, Social Security, workers’ compensation and other obligations of the same or of a similar nature. Seller is not subject to any open audit in respect of any taxes, no deficiency assessment or proposed adjustment for taxes is pending, and Seller has no knowledge of any liability, whether or not proposed, for any tax with respect to any period through the Effective Date to be imposed upon any of his properties or assets, including (without limitation) the Business and the Purchased Assets.
- Insurance. The Seller has maintained in full force and effect policies of insurance owned or held by or for the benefit of Seller related to the Purchased Assets and/or the Business, including general liability insurance related to the Business and/or the Purchased Assets (collectively, the “Insurance Policies”). All such Insurance Policies are and will remain in full force and effect through the Closing Date, and there is no notice of or basis for any modification, suspension, termination, or cancellation of any Insurance Policy.
- Contracts and Commitments. The Seller has disclosed each and every contract and commitment of Seller, whether written or oral, relating to the Purchased Assets and the Business. The Seller is not in default under or in breach or violation of, nor has the Seller received notice of any asserted claim of default by any other party under, or a breach or violation of, any of the contracts, agreements, and commitments described. The Buyer will not, by reason of the transfer of the Purchased Assets, become obligated under, liable under, or in any way responsible for any obligations or liabilities of Seller under any contract, except for the Assumed Obligations.
- Compliance with Laws. The Seller has not been charged with any violation of, and is not in violation of, and is not under any investigation with respect to any charge concerning any violation of, any federal, state, local, or foreign law, statute, ordinance, rule, regulation, or court or administrative order or process, or arbitrator’s award or process (collectively, “Requirements of Law”), in which such violation either singly or in the aggregate with other violations would have a material adverse effect upon the Purchased Assets and/or the Business. Seller is not in default with respect to any order, writ, injunction, or decree of any court, agency, or instrumentality.
- Disclosure. The Seller has disclosed to the Buyer all information concerning the Purchased Assets and the Business and has not failed to disclose any information known to Seller concerning the Purchased Assets and the Business which, if known to a reasonable purchaser, would materially affect or alter the decisions of such purchaser with respect to the transactions contemplated. No representation or warranty by Seller in this Agreement or any of the other Acquisition Documents (including, without limitation, the schedules attached) contains or will contain any untrue statement of any material fact or omits or will omit to state any material fact. There is no fact known to Seller that materially adversely affects, or that might in the future materially adversely affect, the Buyer’s use of the Purchased Assets and/or the operation of the business, that has not been set forth in this Agreement or the attached schedules.
- Brokerage. Seller shall be solely responsible for and shall pay from funds held by www.escrow.com a “success fee” to flippa.com pursuant to the terms of a separate agreement. The Seller represents and warrants that except as provided in the preceding sentence, no broker or finder has acted directly or indirectly for Seller in connection with this Agreement.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
- Survival of Representations and Warranties. Notwithstanding the making of this Agreement, any examination made by or on behalf of the Parties, and the Closing,;-
- The representations and warranties of the parties or in any certificate or other document delivered pursuant to this Agreement shall survive the Closing Date for a period of five (5) years thereafter, and
- The covenants and agreements required to be performed after the Closing pursuant to any provision of this Agreement, including this Article, shall survive until entirely performed or fulfilled.
- Indemnification by Seller. Seller shall hold harmless, indemnify, and defend Buyer and its members, officers, representatives, attorneys, insurers, predecessors, successors and assigns, against any and all claims, losses, damages, liabilities, and expenses (including, without limitation, settlement costs and legal, accounting, and other expenses) (collectively, the “Damages”) incurred by Buyer and its successors and assigns in connection with any of the following:
- Any claim by any person or other entity for any broker’s or finder’s fee or similar fee charged for any commission that arises from any action, statement, or commitment made by Seller or its agents;
- Any breach or other failure to perform any covenant, Agreement, or obligation of Seller contained in this Agreement, any other Acquisition Document, or any other instrument, including all certificates;
- Any breach of any representation or warranty by Seller contained in this Agreement any other Acquisition Document, or any other instrument, including all certificates and schedules;
- Any Damages with respect to taxes based on or arising from the income, sales, assets, capital, operations, or activities of Seller;
- Any Damages accruing to Buyer from the operations of Seller before, on, or after the Closing Date; and
- Any liability to employees or third parties for personal injury or death or damage to property arising out of or occurring in connection with products sold or services rendered by Seller, or any other Seller activities, on or before the Closing Date.
- Indemnification by Buyer. Buyer shall hold harmless, indemnify and defend Seller and his attorneys, insurers, predecessors, successors, and assigns, from and against any and all damages incurred by Seller in connection with any of the following:
- Any claim by any person for any broker’s or finder’s fee or similar fee charged for any commission that arises from any actions, statements, or commitments made by Buyer or its agents;
- Any breach or other failure to perform any covenant, Agreement, or obligation of Buyer contained in this Agreement or any other Acquisition Document, including any Damages accruing to Seller in connection with the Assumed Obligations or from the operation of the business by the Buyer on or after the Closing Date.
- Amendments and Modification. This Agreement may be amended, modified, or supplemented only by a written agreement signed by all parties.
- Inspection Period. Due to the nature of the digital product, the parties agree that the inspection period shall be for a period of 48 hours after all the purchased assets have been transferred to the Buyer.
- Cancellation. In the event, the Buyer decides to cancel the purchase after the inspection period is over. Once the Website has been returned to the Seller having been damaged or not in its previous condition, the Buyer agrees to pay 50% of the sale price as compensation.
The Buyer cannot cancel the purchase of the Website if it’s due to his inability of running a business (for example, he didn’t send the orders correctly or didn’t; make the google ads work well), we as the sellers, only guarantee to transfer all the agreed assets. We do not accept cancellation of the sale for the reason that the Buyer can’t run the Website well.
- Waiver. Any failure by any party to this Agreement to comply with any obligation, covenant, Agreement, or condition may be expressly waived in writing by the other party, but such waiver or failure to insist upon strict compliance shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failures. Whenever this Agreement requires or permits consent by or on behalf of any party, such consent shall be given in a manner consistent with the requirements for a waiver of compliance as set forth in this section.
- Fees and Expenses. Except as otherwise provided, each of the Parties will pay its fees and expenses (including attorneys’ and accountants’ fees, legal costs, and expenses) incurred in connection with this Agreement, the other Acquisition Documents, and the performance of the transactions.
- Assignment. This Agreement and all of its provisions shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests, or obligations shall be assigned by the Seller without the prior written consent of the Buyer. However, the Buyer may assign all of its rights and obligations without prior notice to the Seller and its prior consent.
- Notice. All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if sent by registered or certified mail, postage prepaid, and return receipt requested or other means which affords the sender evidence of delivery, or attempted delivery, to the addresses listed above. The addresses of any party may be changed by similar written notice. Notices shall be deemed effective as of the date of their receipt, not as of their delivery date.
- Governing Law. This Agreement and the legal relations between the Parties shall be governed by, and construed in accordance with, the laws of the State of ______________, without reference to the conflict of laws principles.
- Counterparts. This Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
- Headings. The headings contained in this Agreement are inserted for convenience of reference only.
- Entire Agreement. This Agreement, including any schedules, the exhibits, and all other documents referred to which form a part of the Agreement, embodies the entire Agreement and understanding of the Parties in respect of the subject matter and supersedes all prior agreements and understandings between the parties with respect to such subject matter. There are no restrictions, promises, warranties, covenants, or undertakings other than those expressly set forth by this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their authorized representatives on the Effective Date.
For purposes of this Schedule, the term “Business” shall be construed to include the Business identified in the Asset Purchase Agreement, including any business activities that have been carried out (or which could have been carried out) by the Seller in connection with the Business and the Purchased Assets:
Unless otherwise counted among the Excluded Assets, the following items shall be included among the “Purchased Assets”:
- The Domain Name, _Inszhangfen. com_, currently registered with _Go Daddy__;
- Google ads campaign details (keywords, negative keywords, headlines, descriptions, countries of target, customer list) without Google Ads account;
- All website content and files;
- Stripe account that is connected to the Website to receive payments;
- Supplier panel access with login information;
- All email addresses associated with the Website;
- All registered or unregistered trademarks, brand names, logos, design materials, and graphics;
- All content such as photos and videos created by the business or obtained from customers of the business, in relation to products sold by the business;
- All general intangibles and payment intangibles of the business;
- All goodwill associated with the business;
- All trade names associated with the business;
- All additional intellectual property rights associated with the business;
- WordPress & Woocommerce;
- Customer Email list in the format of Excel;
- Wechat customer support account;
- Manychat account;
- Inszhangfen Facebook page;
- Whatsapp customer support account; and
- Employee: one Virtual Assistant.
Seller’s Initials: _________ Buyer’s Initials: __________
- The business records and tax records of Seller;
- Any and all bank accounts of Seller;
- Any and all merchant accounts of Seller besides Stripe;
- Real name verifications that have been done to any customer support accounts; and
- Seller’s any accounts receivable, security deposits of any kind, insurance premium refunds, or personal Property.
Seller’s Initials: _________ Buyer’s Initials: __________
ASSIGNMENT AND BILL OF SALE
FOR AND IN CONSIDERATION OF the sum of ONE HUNDRED AND FORTY NINE THOUSAND US DOLLARS (US $149,000) (the “Seller”), DOES SELL, ASSIGN, AND TRANSFER to ______________________________, (the “Buyer”) all of the Seller’s right, title and interest in and to the assets set forth on Schedule 1 attached to the Asset Purchase Agreement between the Parties (the “Assigned Assets).
The Seller represents and warrants that he is the lawful owner of all Property, transferred hereunder, free and clear of all mortgages, liens, or encumbrances of any nature whatsoever. The Seller shall indemnify, defend and hold the Buyer harmless against such claims and demands.
In the event any dispute between the Parties should result in litigation or arbitration, the prevailing party shall be reimbursed for all reasonable costs, including, but not limited to, reasonable attorney’s fees and defense costs. In no event shall either party be liable for incidental, consequential, indirect, or special damages of any kind, including but not limited to loss of profit.
The terms of this Bill of Sale shall bind and inure to the benefit of the Parties and their respective heirs, legal representatives, successors, and assigns.
The parties agree to execute such other documents and perform such further acts as may be necessary or desirable to carry out the purposes of this Bill of Sale.
IN WITNESS WHEREOF, this Bill of Sale has been executed and delivered effective of the _______________________.
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