Purchase of business assets or hive-down

The essence of this agreement is that seller gives no warranties so the buyer has little protection. What he sees is what he gets. The reason for the sale is not relevant. The document is not the sale of a business as a going concern but of assets in a "break-up" situation.

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About this asset purchase agreement

The key point about this agreement is that the seller gives no warranties. That makes this document suitable for a “hive-down” or any other sale by a liquidator or administrator or trustee in bankruptcy. However, the agreement is also suitable for any private sale where the seller will not give any warranty.

Use this asset sale agreement for any asset whatever. You could be selling or buying plant, equipment, customer list, a ship, copyright, cars, stocks, work in progress, software. Do not use for the sale of real property.

The agreement also covers a sale by any owner without any insolvency connection. It could be used for surplus goods, buying unseen, insurance re-claimed goods, fire-damaged goods, and for similar situations.

This document is suitable for a seller who wants no "post sale risk". The buyer gets what he sees with only enough help from the seller to enable him to acquire the goods.

When to use this document?

This agreement can be used by a buyer or a seller where the counter party may be any person, business or other organisation.

Note: This agreement is not suitable for sale of shares in a company. For a company sale, See our company sale agreements section.

Examples of use might be:

  • a hive-down in an administration;
  • a shop owner who wants to sell goods including customer orders, before moving to another area (not a sale to consumers);
  • a business owner, closing a business or changing direction;
  • a company with an unused equipment, machinery who sells it to another company (perhaps in the same group of companies);
  • a person is declared insolvent and receiver is selling the assets as per order of the court.

What you buy now?

If you are selling only heavy physical assets then use: Purchase of used plant or physical assets. That version provides for transportation and/or delivery.

This “Purchase of business assets” agreement is written in plain English. It has been drawn for maximum flexibility and ease of use. Key features are:

  • one step completion - buyer makes payment, take possession of goods. Sale completed!
  • is not specific to any particular industry.
  • can include sale of intellectual property.
  • includes only the most basic warranties.
  • provides options for payment.
  • allow you to construct commercial terms to suit your exact business needs.
  • includes practical and commercial help and suggestions.

Alternative to this document

Of course, not everyone wants to sell his business assets on simple terms. If this is not the deal you want, consider:


This document was written by a solicitor for Net Lawman. It complies with current Indian law.

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