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importance notice
T e c p r o Pty Ltd | |
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Accepting Information Memorandum/Business Information Profile | |
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By accepting and not immediately returning an Information Memorandum (IM), Business Information Profile (BIP), the recipient acknowledges that they have read, understood, accepts and agrees to be bound by this Important Notice. If the recipient does not accept and agree to be bound by this Important Notice, then the recipient must immediately return this IM to Tecpro Pty Ltd PO Box 3049, Stocklands, Wetherill Park . NSW. 2164. |
The IM has been prepared by the Vendors with the assistance of their advisers, Tecpro Pty Ltd , in good faith to provide the recipients with information about the Vendor’s business and its business operations (the Business). The IM nor the information in it constitutes a recommendation by the Vendors, the business, Tecpro or any other person to subscribe for securities of or in the business. It is solely for the information of the recipient. |
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Freehold | |
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If the Freehold is being offered for sale notice is hereby given that the information contained herein or given verbally has been given to us by the vendor of the property or obtained from sources that we deem reliable and has been offer/prepared for marketing purposes only. Any intending purchaser, tenants, interested party(ies), recipients of this information |
should not rely on it as statements of representations of fact, and should undertake their own enquiries as to the accuracy of the information and to seek professional advise, independent advice, independent valuations, inspections or otherwise as to its correctness. |
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Confidentiality | |
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The information contained in this IM is confidential to the Vendors and the business and is not intended for, and should not be distributed to, any person other than as permitted by the Non-Disclosure Agreement (NDA) and/or Confidentiality Agreement (CA) executed by the recipient prior to receiving this IM or as expressly permitted in writing by the Vendor, the business. The contents of this IM may not be reproduced in whole or part, or made available in whole or part to, any party other than the recipient. This IM and the information contained in it, is the property of the vendor, the business and must not be reproduced, stored in a retrieval system or transmitted in any form or by any method (including electronically) for |
for any purpose, except as expressly permitted by the NDA, CA, or with the written permission of the vendor or Tecpro .
The recipient must not contact or discuss the contents of this IM or the Business with any officer, employee, supplier, customer, distributor, financier or agent of the vendor, the business.
Information, subsequently provided to the recipient, whether orally, electronically, or in writing by or on behalf of the vendor, the business, is also provided on the terms and conditions set out in this IM and the NDA, CA. |
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Disclaimer | |
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The information, opinions and/or recommendation contained herein, IM and or given orally and or any subsequent document are made in good faith on the information before us at the time, supplied to Tecpro by the vendor of the business, and are offered for ‘guide purposes only’ and to be verified by the recipient and or user and for the recipient and or user to seek professional advice. No warranty is given or implied as to its accuracy.
Where the IM includes certain statements, estimates, forecasts and projections that are forward-looking and reflect various assumptions that may or may not prove to be correct and which are therefore inherently speculative. The recipient must make its own independent assessment and investigations of those statements, estimates, forecasts, projections and assumptions and to seek professional advice. The actual results are likely to be different from the projections and could be materially different since anticipated event s m ay not occur and unanticipated event s m ay occur. Any forecasts and projections in this IM are ‘illustrative only’, and should not be taken as a certain indication |
of possible future events, returns.
Tecpro , nor any persons employed, engaged or associated with Tecpro shall be liable for any loss or damage which may be sustained by the user of this information, opinions and or recommendations and reliance on this information, opinions and or recommendations and gives no warranty, nor accepts any responsibility for any resultant errors or omissions which may appear and any liability however caused , from or by its use.
By requesting this IM the recipient acknowledges their responsibility to perform a due diligence review, including obtaining independent legal, accounting and professional advice, prior to any acquisition of the subject business or freehold.
Tecpro for themselves and for the Vendors of the business/property, for whom they act, give notice that intending purchasers should satisfy themselves as to the truth and accuracy of all information, by making and relying upon their own enquiries relating to this business and seeking professional advice. |
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Interpretation | |
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All references in this Important Notice and in the Information Memorandum (IM) to: | |
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· Vendor means the principal/owner of the business |
· Tecpro means Tecpro Pty Ltd ACN 97 071 401 226 |
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· The busines s m eans the business identified in the IM |
· BIP means Business Information Profile and generally means the same as IM |
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· CA means Confidentiality Agreement |
· NDA means Non Disclosure Agreement |
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· Recipient means the individual, business, party who signed NDA or accepts this IM |
· ‘Dollars’ or ‘$’ means Australian currency and all references to years are to financial years ending 30 June, unless expressly stated otherwise |
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· Total Purchase Price For the Business – shall generally consist of consideration for three distinct and separate components with the business;
o Cost of Assets
o Stock on Hand
o Goodwill
o Freehold is additional. |
· Heads of Agreement (HOA) is not a legally binding document. The HOA document is intended to provide a record of key points of understanding, and to provide a statement as to the intention of the parties. Upon signing of the HOA the buyer generally agrees to pay 10% (fully refundable) as a deposit on purchase and to commence due diligence process |
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· SAV – means stock at value as determined by the vendor. The Buyer shall pay the Seller for the stock at mutually agreed valuation remaining on hand at the date of completion. |
· Plant and Equipment, Fixtures and Fittings shall mean the value as determined by the vendor and or the market value of same |
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· Deposit – shall mean deposit paid on signing HOA. See Heads of Agreement |
· Assets that are included in the sale will be confirmed and itemised during the due diligence process |
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· Due Diligence – the Seller agrees to allow the buyer to attend the premises at the agreed times and to have meetings/interviews with the buyer to carryout diligence work. The buyer is advised to obtain independent legal, accounting and professional advice, prior to any acquisition of the subject business. |
· Exchange of Contract – on exchange of contracts the 10% is no longer refundable. If the buyer does not settle or complete the contract the 10% deposit is owed to the vendor. |
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· Settlement/Completion - means a full and binding Contract has been settled/complete and the balance owing has been paid to the vendor. | |
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Copyright ©, Brand/Trade Names/ Marks | |
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This document is copyright to Tecpro and always remains the property of T e c p r o Pty Ltd
· Name/ logo and photographs © copyright and or registered to the business owner/owner
· Photographs if included are for ‘guide purposes only’ and are used to give/show ‘typical
products/services’ and do not necessarily mean that they are the exact products sold/manufactured by
the business. Photographs are © copyright business/photograph owner
· Brand names, Trade Names if included © copyright of owner(s)
Any information, including information obtained on the web is a ‘guide only’ and is not legal, and is not suitable to be relied on by you as such advice. Information and availability is subject to change without notice. Also see: Legal & Disclaimer, Important Notice Privacy Statement
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