Asset Purchase Agreement
This agreement is made on 7 November 2026 between:
- Harbour Bakery Ltd, of 14 Mill Lane, Leeds LS1 4AB, United Kingdom ("the Seller"); and
- Northgate Foods Ltd, of 3 Quay Street, Manchester M3 4LZ, United Kingdom ("the Buyer").
The Seller carries on the retail and wholesale bakery business carried on by the Seller at 14 Mill Lane, Leeds, under the name Harbour Bakery (the "Business"). The Seller wishes to sell, and the Buyer wishes to buy, the assets described below, on the terms of this agreement.
1. Words used in this agreement
- "Assets" means the assets listed in section 2.1, and nothing in section 2.2.
- "Assumed Liabilities" means only the debts and obligations described in section 4.1.
- "Completion" means the moment at which the sale is completed under section 7, and "Completion Date" means the date on which it takes place.
- "Business Day" means a day on which banks are open for general business in the place where the Seller has its address.
- "Warranties" means the statements the Seller makes in section 10.
- "Losses" means reasonable and provable losses, damages, costs and expenses, including reasonable legal fees, but not loss of profit that the party could not reasonably have foreseen.
2. What is sold
2.1 The Seller sells to the Buyer, and the Buyer buys from the Seller, with effect from Completion, all of the Seller's right, title and interest in the following (the "Assets"):
- the ovens, mixers, display counters and other equipment listed in the inventory attached to this agreement
- the stock of ingredients and packaging at completion
- the trade name Harbour Bakery, the website and the social media accounts
- the customer and supplier lists and the recipes
- the Seller's rights under the lease of 14 Mill Lane
2.2 The following are not sold and remain the property of the Seller (the "Excluded Assets"), together with anything else that is not listed in section 2.1:
the Seller's cash and bank accounts, its company records, and the delivery van registered LK21 ABC
2.3 The Seller will give the Buyer, at Completion, everything the Buyer needs to use the Assets, including keys, passwords, access codes, manuals, licences, records and the books and documents that relate to the Assets. The Seller may keep copies of the books of account and tax records it is required to keep by law, and will let the Buyer see them for as long as the Buyer reasonably needs.
2.4 If the Seller finds after Completion that it still holds an asset that belongs to the Buyer under this agreement, it will hand it over without charge, and if it receives money that belongs to the Buyer, it will pay it over within 7 days. The Buyer will do the same for anything it receives that belongs to the Seller.
3. The price
3.1 The price for the Assets is GBP 185,000 (the "Price").
3.2 Sales taxes on the price
3.3 On signing this agreement the Buyer will pay a deposit of GBP 18,500 to the Seller, or to a stakeholder both parties accept. The deposit counts toward the Price. It is returned to the Buyer if Completion does not take place because the Seller is in breach or a condition in section 6 is not met, and the Seller may keep it if Completion does not take place because the Buyer is in breach.
3.4 The Price is split between the Assets as follows:
Equipment GBP 60,000; stock at cost; goodwill, trade name and recipes GBP 95,000; the rest to the lease rights.
Both parties will file their tax returns in line with that split, unless the law requires otherwise. If this section sets out no split, the parties will agree one in good faith before Completion, as a fair reflection of the value of each Asset.
3.5 The Buyer will pay the rest of the Price at Completion, in cleared funds, by bank transfer to the account the Seller names in writing at least 3 Business Days before. The Buyer may not deduct or hold back any part of the Price, except an amount it is entitled to under this agreement.
4. Debts and obligations
4.1 From Completion the Buyer takes over only the following debts and obligations of the Business (the "Assumed Liabilities"):
the Seller's obligations under the lease of 14 Mill Lane that arise after completion, and unfilled customer orders in the order book
4.2 The Seller remains responsible for every other debt, tax, claim and obligation of the Business and of the Seller, whether it arose before or after Completion, and whether or not the Buyer knew of it, including all taxes on the profits of the Business to the Completion Date, all amounts owed to employees up to the Completion Date, and all claims by customers about goods or services supplied before Completion. The Seller will pay them when due and will keep the Buyer free from them.
4.3 The Buyer is responsible for the Assumed Liabilities, and for the operation of the Business after Completion, and will keep the Seller free from claims that arise from them.
4.4 Rent, rates, utilities, and other charges that relate to the Assets are shared as of the Completion Date, so that the Seller bears them for the time before it and the Buyer for the time after. The parties will settle the difference in cash within 30 days after Completion.
5. Stock and the state of the Business before Completion
5.1 From the date of this agreement until Completion, the Seller will carry on the Business in the usual way and as a prudent owner would, and will protect the Assets and the goodwill of the Business. In particular, the Seller will not, without the Buyer's written consent:
- sell, lend, pledge or part with any of the Assets, except stock sold in the ordinary course of trade at the usual prices;
- make any large payment or commitment outside the ordinary course of the Business;
- end, change or give notice under any important contract, lease or licence;
- change the pay or terms of employees, or hire or dismiss anyone, except in the ordinary course; or
- do anything that would make a Warranty untrue.
5.2 The Seller will let the Buyer and its advisers visit the premises during business hours, with reasonable notice, and will give them the information about the Assets and the Business that they reasonably ask for. The Buyer will keep that information confidential and will not use it for any purpose other than this purchase.
5.3 The Seller will tell the Buyer promptly of anything that makes, or may make, a Warranty untrue, or that stops a condition in section 6 from being met.
5.4 If the Business sells stock between the date of this agreement and Completion, the Seller will replace it at the usual level. At Completion the parties will count the stock together. Stock that is damaged, out of date or unsaleable is left out of the count, and the Price is adjusted up or down by the cost to the Seller of the stock found at Completion compared with the stock listed in the inventory, unless this agreement says that the stock is included in the Price without adjustment.
6. Conditions
6.1 Completion depends on the following conditions being met (or waived in writing by the party that benefits from them) by the last date for Completion, 30 April 2027:
- the Warranties being true and complete on the date of this agreement and on the Completion Date;
- the Seller having complied with section 5;
- no law, order or ruling stopping or making unlawful the sale of the Assets;
- consents from third parties that are needed to pass the Assets or contracts to the Buyer being obtained, on terms that the Buyer reasonably accepts, including consents for the lease and for important licences and contracts; and
- the further conditions below, if any.
the landlord of 14 Mill Lane consenting in writing to the assignment of the lease, and the Buyer obtaining the food business registration it needs
6.2 Each party will use reasonable efforts to bring about the conditions as soon as possible. The Seller is responsible for obtaining the third-party consents and the Buyer will give it the information it needs to do so.
6.3 If a condition is not met by 30 April 2027, the party that benefits from it may end this agreement by written notice. If it does, neither party has any further duty to the other, except for a breach that happened before the notice, the duty of confidentiality, and the return of the deposit under section 3.3.
7. Completion
7.1 Completion will take place on 2 March 2027, at the offices of the Buyer's solicitors in Manchester, or by electronic exchange, or at another time and place that both parties agree in writing. If a condition is not met by then, the parties may postpone Completion by agreement, but not beyond 30 April 2027.
7.2 At Completion the Seller will deliver, or make available to the Buyer:
- a signed bill of sale or transfer document in a form that the Buyer reasonably requires, and the documents needed to register the transfer of any land, vehicle, domain name, trade mark or other registered asset;
- possession of the Assets, including the stock and equipment, at the premises where they are kept;
- the original or certified copies of contracts, licences, permits and records that are among the Assets, together with written consents of third parties to their transfer;
- the keys, passwords and access to all accounts, systems and websites that are part of the Assets;
- evidence that any security interest or charge on the Assets has been released;
- if the Seller is a company, a copy of the resolution of its board or members approving the sale; and
- any other document that is reasonably needed to give the Buyer full ownership of the Assets.
7.3 At Completion the Buyer will pay the part of the Price due under section 3.5, and will deliver any document that it has agreed to sign, including its confirmation that it takes over the Assumed Liabilities.
7.4 The parties will do everything else that is reasonably needed after Completion to put the Buyer in full ownership of the Assets, including signing documents and letting the other use the Seller's name to bring a claim about any Asset.
8. Title and risk
8.1 Ownership of the Assets passes to the Buyer at Completion, once the Price has been paid. Until then the Assets are at the Seller's risk, and the Seller will keep them insured for their full replacement value. If any Asset is lost or seriously damaged before Completion, the Buyer may end this agreement or complete with a fair reduction in the Price, in each case by written notice.
8.2 The Seller sells the Assets free from every mortgage, charge, lien, lease, security interest, claim, or other third-party right, except those described in section 4.1. The Seller is the sole owner of the Assets and has the right to sell them.
9. Employees
Employees
If employees transfer, the Seller will give the Buyer, at least 14 days before Completion, a list of each employee with their role, pay, service, notice, accrued leave and any claims or disputes. The Seller is responsible for pay and benefits earned up to the Completion Date, and for the cost of any dismissal that happens before it. The Buyer is responsible for them from Completion. The Seller will keep the Buyer free from any claim by an employee that arises from the Seller's acts before Completion, and the Buyer will keep the Seller free from any claim that arises from the Buyer's acts after it. Each party will give the information and notice to employees that the law requires.
10. Warranties
10.1 The Seller promises the Buyer that, on the date of this agreement and on the Completion Date, the following are true:
- The Seller is entitled to sell the Assets, has all the power and approvals it needs, and signing this agreement does not break any law, order, contract or constitutional document that binds it.
- The Seller is the sole owner of the Assets, free from any security interest or third-party right, and the Assets are in the condition described, in good working order for their age, and enough to carry on the Business as it is now carried on.
- The information given to the Buyer about the Business, including its sales, costs, customers, stock and contracts, is true, complete and not misleading, and the accounts that the Seller gave to the Buyer fairly show the state of the Business at their date.
- Since the date of the last accounts, the Business has been carried on in the ordinary course, with no sale of Assets outside it, and no event that has had or is likely to have a serious bad effect on the Business.
- The contracts, leases and licences transferred are valid, in force, and not in breach by the Seller or, as far as the Seller knows, the other party, and none will end because of this sale unless the consent in section 6 is given.
- The Seller owns or has a valid licence to use all the intellectual property used in the Business, and no one has claimed that the Business infringes the rights of another.
- The Seller has paid all taxes due on the Business, filed every return, and no tax authority has raised any inquiry that remains open.
- The Seller is not insolvent, and no step has been taken to wind it up or to appoint an administrator, receiver or similar person. The sale does not defraud any creditor.
- No legal or official action is pending or, to the Seller's knowledge, threatened against the Business or the Assets.
- The Business has complied with the laws that apply to it, and holds all licences and permits it needs, which are in force.
10.2 The Seller gives the Warranties on its own behalf, and the Buyer is entitled to rely on them. Each Warranty is separate and is not limited by any other. A Warranty given "to the Seller's knowledge" means what the Seller knows after it has made proper enquiries of the people who run the Business.
10.3 The Buyer promises that it has the power to sign and carry out this agreement, that it can pay the Price, and that it is not insolvent.
10.4 The Seller will keep the Buyer free from Losses that result from a Warranty being untrue.
11. Limits on claims
11.1 The Seller is not liable for a claim under the Warranties unless the Buyer gives written notice of it, with reasonable detail, within 18 months after completion after Completion. A claim about tax, title to the Assets, or fraud may be made at any time within the time the law allows.
11.2 The Seller's total liability for claims under the Warranties will not be more than the purchase price. This limit does not apply to claims about title to the Assets, to anything done by fraud or dishonesty, or to any liability that cannot lawfully be limited.
11.3 The Seller is not liable for a claim about something that the Buyer knew of at the date of this agreement, or that is described in the written disclosures that the Seller gave to the Buyer before signing and that the Buyer accepted.
11.4 The Buyer must take reasonable steps to limit its loss, and must tell the Seller promptly of any claim by a third party that may lead to a claim under this agreement, so that the Seller can take part in defending it. The Buyer may not settle the claim without the Seller's consent, which the Seller will not withhold unreasonably.
11.5 The Buyer may not recover twice for the same loss, and must give credit for any amount it receives from insurance or a third party for it.
12. Seller's promise not to compete
12.1 The Seller promises the Buyer that for the following period and area (the "Restricted Period"), it will not, directly or through another person, run, advise, hold a share in (apart from a small stake in a listed company) or work for any business that competes with the Business, for this period and within this area:
3 years, within 25 km of Leeds city centre
12.2 During the Restricted Period, the Seller will also not try to persuade any customer, supplier or employee of the Business to stop dealing with the Buyer, or to take their business to a competitor, and will not use the name of the Business or one close to it.
12.3 The Seller will keep confidential all information about the Business and the Assets, and will not use it after Completion, except where the law requires it.
12.4 The parties agree that this promise is reasonable, and is given to protect the goodwill of the Business that the Buyer is paying for. If a court finds that any part of it is wider than the law allows, the part will be reduced to the extent needed to make it valid. If this section sets out no period or area, no restraint applies.
13. Costs and taxes
13.1 Each party pays its own costs of preparing and negotiating this agreement.
13.2 Any transfer tax, stamp duty, registration fee or similar charge that is due on the sale will be paid by Who pays transfer taxes, duties and registration fees.
13.3 The Seller is responsible for all taxes on any gain it makes on the sale.
13.4 If a tax authority holds the Buyer liable for a tax of the Seller that relates to the time before Completion, the Seller will pay it and the Buyer's costs of dealing with it.
14. Ending the agreement before Completion
If one party materially breaches this agreement before Completion and, where the breach can be put right, does not do so within 10 days of being asked in writing, the other party may end the agreement by written notice. The party that ends it may also claim its Losses. Ending the agreement does not affect rights that arose before it, or the sections on confidentiality, costs and disputes.
15. General
- Notices under this agreement must be in writing, and may be sent by email or delivered to the address at the top of this agreement, or to another address that a party has told the other of in writing.
- Neither party may transfer its rights under this agreement without the other's written consent, except that the Buyer may transfer them to a company in its group by written notice to the Seller.
- This agreement is the whole agreement between the parties about the sale of the Assets. They replace everything said or written earlier. A change must be in writing and signed by both parties.
- Each party confirms that it did not rely on any statement that is not written in this agreement, except in the case of fraud.
- If any part of this agreement cannot be enforced, the rest remains in effect.
- A party that does not use a right straight away has not given it up.
- A person who is not a party to this agreement has no right to enforce it.
- This agreement may be signed in separate copies and electronically, and together they form one agreement.
- Time is of the essence for Completion and for payment.
16. Governing law and disputes
This agreement, and any dispute that arises from it, is governed by the laws of England and Wales. The parties will first try to settle any dispute by discussing it in good faith for 30 days after one of them gives written notice of it.
The place for deciding any dispute under this agreement is London. How disputes are decided
Either party may ask a court anywhere for an urgent order to protect its rights while a dispute is decided.
Signatures
For the Seller: Harbour Bakery Ltd
Name and title: ______________
Signature: ______________
Date: ______________
For the Buyer: Northgate Foods Ltd
Name and title: ______________
Signature: ______________
Date: ______________