EXHIBIT 10.1
DATED 21 February 2003
AUTO Q INTERNATIONAL LTD
and
AUTO Q SOLUTIONS LTD
AGREEMENT FOR SALE OF
BUSINESS
relating to assets of Auto Q International Ltd
FOX HAYES
JRM/SM
Agreement for sale of business
THIS AGREEMENT is made 21 February 2003 BETWEEN
the vendor Auto Q International Ltd
Of 00-00 Xxxxxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxx
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the purchaser Auto Q Solutions Ltd
Of 00-00 Xxxxxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxx
Xxxxxxxxx
XX00 0XX
WHEREBY it is agreed as follows:-
1. In this agreement the following expressions shall have the meanings set
against them below
the business the business of solution providers for vehicle tracking and asset management
currently carried on by the vendor under the name of Auto Q
the transfer date the close of business on 21 February 2003 or such other date as is agreed
to in writing by the parties hereto
the purchase price L160,000
the deposit L20,000
the balance purchase price L140,000
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2. The vendor as beneficial owner shall sell and the purchaser shall
purchase with effect from the transfer date
2.1 the goodwill of the business and the right for the purchaser to
represent himself as carrying on the business in succession to the
vendor including the name "Auto Q" including such intellectual property
rights as exist and are owned by the vendor
2.2 the benefit of all outstanding agreements licences contracts and
arrangements relating to the business
2.3 all records (including records of customers and suppliers) and other
documents relating to the business or the conduct thereof or of any of
the assets hereby agreed to be sold
2.4 the equipment fixtures and fittings relating to the business described
in the attached list. Included under this heading are items subject to
hire purchase and rental agreements, full particulars of which have
been disclosed to the purchaser as he acknowledges and in respect of
which an allowance has been made in the purchase price
2.5 all stocks on the premises on the transfer date and the benefit of all
orders and enquiries by customers of the business
2.6 the purchaser shall take over the agreements relating to the items of
equipment fixtures and fittings described in the attached list which
are subject to hire purchase or lease agreements full particulars of
which have been disclosed to the purchaser
2.7 excluded from the sale are existing debts of the business
3. The price payable for the assets described in clause 2.1 shall be the
purchase price apportioned as follows:-
3.1 for the goodwill and other assets described in 2.1, 2.2 and 2.3
L100,000
3.2 for the equipment fixtures fittings and other assets described in 2.4
L25,000
3.3 for the stocks and other assets described in 2.5
L35,000
Together with VAT at the rate applicable on the date of completion on any
goodwill stock in trade fixtures and fittings capital goods and other supplies
sold by the vendor to the purchaser unless the purchaser hands to the vendors
solicitors prior to completion evidence of VAT registration by the purchaser and
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a letter of undertaking confirming responsibility for VAT on all supplies as and
from the date of actual completion of the sale.
4. This agreement is subject to ratification by the creditors of the
vendor at a meeting of creditors to be convened when a resolution for
the appointment of a liquidator will be put. If the creditors meeting
does not ratify this agreement the parties shall be returned to their
respective pre-contract positions provided that any sums expended by
the purchaser shall be re-imbursed within 7 days of the said meeting.
5. The deposit shall be paid on the signing of this agreement.
6. The balance purchase price shall be paid as follows
6.1 On 1 June 2003 and on every 1st day of the month thereafter for a
period of 6 months the following sums of
1 June 20,000
1 July 30,000
1 August 30,000
1 September 15,000
1 October 15,000
1 November 15,000
1 December 15,000
6.2 The vendor shall give to the purchaser physical possession of the
tangible assets hereby agreed to be sold and the vendor shall at the
request and expense of the purchaser execute and do such documents acts
and things as may be necessary to vest in the purchaser the full
benefit of this agreement provided that until final payments under this
clause has been received title to the assets described in clause 2.4
shall be retained by the vendor.
7. Interest shall be paid by the purchaser to the vendor on any sums
unpaid under this clause at 4% above Barclays Bank base rate from time
to time from the date of expected payment to the date of actual payment
to the vendor.
7.1 All apportionments of rent rates insurance premiums charges for
services royalties hire maintenance and rental charges shall be made as
at the transfer date.
8. The purchaser shall have no responsibility for creditors of business or
other liabilities of the vendor existing or accruing by reason of
anything done or omitted to be done before the transfer date and the
vendor shall have no responsibility for creditors or other liabilities
in relation to the business arising by reason of anything done or
omitted to be done on or after the transfer date. And for the avoidance
of doubt it is hereby agreed that the landlord shall be a creditor of
the vendor and purchaser
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respectively for any rent that is and may become due in respect of any
period prior to and subsequent to the transfer date respectively
8.1 All sums received after the transfer date by the purchaser in relation
to debts of the business arising or accrued before the transfer date
shall be accounted for by the purchaser to the vendor and all sums
received by the vendor in relation to the debts of the business arising
or accruing on or after the transfer date shall be accounted for by the
vendor to the purchaser. Sums received for debts the subject of this
sub-clause shall be applied in the manner specified by the debtor but
in the absence of any such specification shall be applied on a
"first-in-first-out" basis first against debts of the debtor to the
business arising or accruing before the transfer date
8.2 The vendor shall indemnify the purchaser against all liabilities of the
business and claims in relation to the conduct of the business arising
or accruing before the transfer date provided that in the event of such
liabilities or claims being first notified to the purchaser as a
precondition of the vendor's liability the purchaser shall forthwith
notify the vendor thereof and will refer any such claims to the vendor
and the vendor shall have the exclusive right to deal with oppose
accept or negotiate in relation to any such liabilities or claims
8.3 The purchaser shall perform and observe all the contractual obligations
undertaken by the vendor under the agreements licences contracts and
arrangements referred to in 2.2 subsisting at the transfer date and
shall indemnify the vendor against any liability which the vendor may
sustain or incur as a result of any act or thing done or omitted to be
done after the transfer date in relation to any such agreements
licences contracts arrangements orders bookings reservations and
enquiries and any damages costs charges or expenses resulting
therefrom.
9. The vendor and the purchaser acknowledge that the transfer of
undertakings (protection of employment) regulations apply to the
transfer of the business as regards the employees listed in the
schedule and that on completion the employees will be transferred to
the employment of the purchaser by operation of law and the purchaser
shall compensate the seller in full on demand against all liabilities
in respect of the employees which arise on or after the transfer of the
business
10. The purchaser shall be entitled to keep and use and add to the ledgers
and account books correspondence and other papers (the records) of the
vendor in relation to the business provided that:-
10.1 the purchaser shall permit the vendor and his agents access to the
records at all reasonable times for reasonable cause
10.2 the purchaser shall keep the records for a minimum period of two years
from the transfer date and
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10.3 the records shall exclude the statutory books of the vendor and its tax
files
11. The equipment fixtures fittings and other moveable items included in
the sale to the purchaser are sold as seen and inspected and the vendor
gives no warranty or undertaking in respect thereof and all conditions
and warranties whether express or implied are hereby excluded save that
the vendor will give the purchaser the benefit so far as available and
assignable to the purchaser (without the vendor being thereby further
liable himself) of any express guarantee or warranty given by and any
other rights available in law to the vendor against any supplier to the
vendor of any such item.
12. All provisions of this agreement shall so far as they are capable of
being performed or observed continue in full force and effect
notwithstanding completion except in respect of those matters then
already fully performed.
13. This agreement shall be binding on and shall enure for the benefit of
each party's successors and assigns as the case may be
AS WITNESS the hands of the parties by their duly authorised representatives the
day and year first before written
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THE SCHEDULE
EQUIPMENT FIXTURES AND FITTINGS RELATING TO THE BUSINESS
See attached schedule
HIRE PURCHASE AND LEASE AGREEMENTS RELATING TO THE ITEMS OF EQUIPMENT FIXTURES
AND FITTINGS
See attached schedule
LIST OF EMPLOYEES
See attached schedule
SIGNED on behalf of the vendor )
in the presence of:- )
witness
name
address
occupation
SIGNED on behalf of the purchaser )
In presence of:- )
witness
name
address
occupation
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