05 Oct

2021

By / bintoromover

Sales Purchase Agreement Que Es

The last expected phase of an M&A process is called a sales contract or SPA. According to the entire due diligence procedure and when a buyer has analyzed the actual state of the company for sale, it is finally time to establish the agreement and the sale price of the company. It is therefore the document formalized in an authentic deed and finally submitted to a notary, including all the conditions of the sale. If your company buys or sells goods, the sales contract serves as documentation of the transaction. This is especially useful for more complex transactions. In terms of complexity, it can concern several aspects, such as payment terms or delivery of goods. A sales contract must be signed by both the buyer and the seller before the goods are delivered and before payment is made. It is not a binding contract until it is signed by both parties. As a rule, the contract defines a minimum of liability that can be the subject of a debate about the seller`s liability, so that the parties exclude the possibility of minor problems. For each transaction, depending on the size, the amount is the amount in which the parties feel comfortable structuring the agreement.

Once concluded, the sales contract remains an important document as a reference, as it covers how an earn-out should operate and contains restrictive agreements, confidentiality obligations, warranties and indemnifications, all of which can remain highly relevant. The contract consists of five main parts: (1) Description of the transaction; (2) terms of the contract; (3) insurance and guarantees; (4) limitations of liability; (5) Terms.

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