Contract of Sale of Business
商业销售合同
88 Asian Supermarket 88 亚洲超市

\author{
Operative Part  操作部分
Signing Page  签名页
Particulars of sale  销售细节
Special conditions  特殊条件
General Conditions  一般条款
MONEY  钱
1. Payments  1. 付款
2. Documents and information
2. 文件和信息
3. Settlement  3. 结算
4. Valuing stock  4. 估值股票
5. Apportionment of outgoings and entitlements
5. 支出和权益的分配
6. Vendor's debts  6. 供应商的债务
7. Finance  7. 财务
8. Lease  8. 租赁
9. GST  9. 商品及服务税
TRANSACTIONAL  交易性
10. Operating the Business
10. 经营业务
11. Inspection  11. 检查
12. Employees  12. 员工
13. Warranties  13. 保证
14. Restraint of trade  14. 贸易限制
15. Confidential information
15. 机密信息

}

This document is prepared from a precedent intended solely for use by legal practitioners. The parts of the document prepared by the Law Institute of Victoria are intended for use only by legal practitioners with the knowledge, skill and qualifications required to use the precedent to create a document suitable for the transaction. This precedent is not a guide and it does not attempt to include all relevant issues or include all aspects of law or changes to the law.
本文件是根据一个先例准备的，仅供法律从业者使用。由维多利亚法律学院准备的文件部分仅供具备使用该先例所需知识、技能和资格的法律从业者使用，以便创建适合该交易的文件。该先例不是指南，也不试图涵盖所有相关问题或法律的所有方面或法律的变更。

Legal practitioners using this document should check for any change in the law and ensure that their particular facts and circumstances are appropriately incorporated into the document to achieve its intended use.
使用本文件的法律从业者应检查法律是否有任何变化，并确保其特定事实和情况适当地纳入文件中，以实现其预期用途。

The Law Institute of Victoria, its contractors and agents are not liable in any way, including, without limitation, negligence, for the use to which the document may be put, for any loss or damage (including special, indirect or consequential loss and including loss of business profits), arising out of or in connection with this document or its use.
维多利亚法律研究所及其承包商和代理人对该文件的使用不承担任何责任，包括但不限于过失，因该文件或其使用而导致的任何损失或损害（包括特殊、间接或后果性损失以及商业利润损失）。

The document is copyright. The document may only be reproduced in accordance with an agreement with the Law Institute of Victoria Limited (ABN 32075475 731) for each specific transaction that is authorised. Any person who has purchased a physical copy of this precedent document may only copy it for the purpose of documenting a specific transaction for the sale and purchase of a particular business of for the purpose of providing legal services in relation to that specific transaction.
该文件受版权保护。该文件只能根据与维多利亚法律研究所有限公司（ABN 32075475 731）达成的协议，在每个特定授权交易中进行复制。任何购买了该先例文件实体副本的人只能为记录特定交易的目的复制该文件，该交易涉及特定业务的买卖或为提供与该特定交易相关的法律服务。

Clause 1: The Vendor agrees to sell and the Purchaser agrees to buy:
条款 1：卖方同意出售，买方同意购买：

Clause 2: Each party agrees to promptly perform that party's obligations contained in this contract.
条款 2：各方同意及时履行本合同中该方的义务。

Clause 3: Each Guarantor guarantees, indemnifies and promises as described in general condition 21.
条款 3：每个担保人根据一般条款 21 的规定，保证、赔偿并承诺。

Clause 4: All the terms of the sale and purchase are contained in this contract. This contract includes:
条款 4：所有买卖条款均包含在本合同中。本合同包括：

Clause 5: The particulars of sale, any special conditions and the general conditions are to be interpreted in that order of priority in the absence of any provision to the contrary.
条款 5：在没有相反规定的情况下，销售细节、任何特殊条件和一般条件应按优先顺序进行解释。

Clause 6: Each party represents and warrants to the other parties and the Guarantors that the party has not altered the general conditions in this contract from the form published by the Law Institute of Victoria in the month and year set out on the cover sheet or at the foot of this page, except to the extent that they are amended expressly by a special condition (if any).
第 6 条：每一方向其他方及担保人声明并保证，该方未对本合同中的一般条款进行任何修改，未超出封面或本页底部所列的月份和年份由维多利亚法律研究所发布的版本，除非通过特别条款（如有）明确进行了修订。

Clause 7: The authority of a person signing:
第 7 条：签署人的权威：

Clause 8: Before this contract is signed and before a deposit is paid, the Vendor must provide a statement in writing to the Purchaser in the prescribed form containing the prescribed particulars under section 52 of the Estate Agents Act 1980 (Vic) if the Business is a "small business" as defined in that legislation unless the Business holds a liquor licence and section 52(8) of the Estate Agents Act 1980 (Vic) applies.
第 8 条：在本合同签署之前以及在支付定金之前，卖方必须以规定的形式向买方提供书面声明，包含《1980 年维多利亚州房地产代理法》第 52 条规定的详细信息，如果该业务是该法律中定义的“小型企业”，除非该业务持有酒类许可证，并且《1980 年维多利亚州房地产代理法》第 52(8)条适用。

Clause 9: In this clause "Electronic Signature" means a visual representation of a person's handwritten signature or mark which is placed on a physical or electronic copy of this contract by electronic or mechanical means, and "Electronically Signed" has a corresponding meaning.
第 9 条：在本条款中，“电子签名”是指通过电子或机械手段在本合同的实体或电子副本上放置的个人手写签名或标记的视觉表现，而“电子签署”具有相应的含义。

The parties consent to execution of this contract by any signatory by an Electronic Signature.
双方同意由任何签署人通过电子签名执行本合同。
Where this contract is Electronically Signed by a signatory, the signatory warrants and agrees that the Electronic Signature has been used to identify the person signing and to indicate that the signatory or the relevant party (as the case may be) intends to be bound by the Electronic Signature.
在本合同由签署人电子签署的情况下，签署人保证并同意，电子签名已用于识别签署人，并表明签署人或相关方（视情况而定）打算受电子签名的约束。

This contract may be Electronically Signed in any number of counterparts which together will constitute the one document.
本合同可以以任意数量的副本进行电子签署，这些副本共同构成一份文件。
Each party consents to the exchange of counterparts of this contract by delivery by email or such other electronic means as may be agreed in writing.
各方同意通过电子邮件或其他书面约定的电子方式交换本合同的副本。

Each party must upon request promptly deliver a physical counterpart of this contract with the handwritten signature or signatures of the party and all written evidence of the authority of a person signing on their behalf, but a failure to comply with the request does not affect the validity of this contract.
每一方应在请求时及时交付本合同的实体副本，并附上该方的手写签名或签名以及代表其签署的人的所有书面授权证据，但未能遵守请求并不影响本合同的有效性。

WARNING 警告
THIS IS A LEGALLY BINDING CONTRACT. YOU SHOULD OBTAIN ADVICE FROM A LEGAL PRACTITIONER BEFORE YOU SIGN.
这是一个具有法律约束力的合同。在您签署之前，您应该咨询法律从业者的意见。

in accordance with section 127 of the Corporations Act 2001:
根据 2001 年公司法第 127 条：
SOLE DIRECTOR and SOLE SECRETARY*:
唯一董事和唯一秘书*：

Signature: ..............................................................................
签名：................................................................................
Changlong Fang 方长龙
Name: 姓名：
(PLEASE PRINT) （请打印）

DATE SIGNED BY VENDOR:
供应商签署日期：

SIGNED SEALED AND DELIVERED by the Vendor's Guarantor Changlong Fang in the presence of:
由卖方担保人方长龙签署、盖章并交付，见证人：

WITNESS: 证人：

Signature  签名

Name: 姓名：
(PLEASE PRINT) （请打印）

PURCHASER: 买方：

SIGNED SEALED AND DELIVERED by the Purchaser Huu
由买方 Huu 签署、封存并交付
Thang Nguyenin the presence of:
阮清在场

WITNESS: 证人：

Signature  签名

Name: 姓名：
(PLEASE PRINT) （请打印）

DATE SIGNED BY PURCHASER: . ./.
买方签署日期： . ./.

Changlong Fang 方长龙
Address: 地址：
399 Clayton Road, Clayton VIC 3168
399 克莱顿路，克莱顿 VIC 3168

Vendor's estate agent: 卖方的房地产代理：
Balance Business & Real Estate
平衡商业与房地产

Purchaser guarantor: Huu Thang Nguyen (it shall be applicable in the event that the Purchaser nominates a Nominee Purchaser under Special Condition 5)
购买方担保人：Huu Thang Nguyen（在购买方根据特别条款 5 指定提名购买方的情况下适用）

Address: 地址：
294 Hampshire Rd, Sunshine VIC 3020
294 汉普郡路，阳光维多利亚州 3020

(General condition 22.1(b))
（一般条款 22.1(b)）
Name: 88 Asian Supermarket
名称：88 亚洲超市
Registered no: 55655523309
注册号：55655523309
General description: 一般描述：
Asian Supermarket 亚洲超市

(General condition 8 and schedule 4)
（一般条件 8 和附表 4）
Address: 地址：
399 Clayton Road, Clayton VIC 3168
399 克莱顿路，克莱顿 VIC 3168

The Business premises are occupied or used by the vendor as:
商业场所由卖方占用或使用：
owner  所有者
tenant named in lease (refer to in schedule 4)
租户在租约中列出（参见附表 4）
licensee named in license (refer to in schedule 4)
许可证持有人（请参见附表 4）
other (please specify) 其他（请具体说明）

Note: apportionment of Price to specific types of assets can be specified in Schedule 1.
注意：价格的分配可以在附表 1 中指定给特定类型的资产。
PLUS the Value of the Stock:
加上股票的价值：
The estimated Stock value is: exclusive of GST. (General conditions 3, 4 and )
估计的库存价值为： 不包括商品及服务税。 （一般条款 3、4 和 ）

(General condition 4.1) （一般情况 4.1）
The parties must value the Stock and each item of Stock unless they decide to engage an independent valuer by marking the box "valuer".
各方必须对股票及每项股票进行估值，除非他们决定通过勾选“估值师”框来聘请独立估值师。
Due date for settlement: 23 Sep 2024 or 1 week after the fulfilment of Special Condition 2 of this contract (whichever is later)
结算截止日期：2024 年 9 月 23 日或本合同特别条款 2 履行后 1 周（以较晚者为准）

(General conditions 1.3-1.5)
（一般条件 1.3-1.5）

The balance of the Price by Bank Cheque unless the box is marked "EFT"
余额通过银行支票支付，除非框中标记为“EFT”

The Value of Stock by personal cheque unless the box is marked "EFT" or "Bank cheque"
通过个人支票支付股票的价值，除非框中标记为“EFT”或“银行支票”

Assistance period 援助期
(General condition 10.2)
（一般条件 10.2）
days before the due date for settlement
到期结算前的天数
*0
days after settlement 
Delete or complete as appropriate wherever asterisk () appears
在星号（）出现的地方删除或根据需要补充

(General condition 1.4) （一般情况 1.4）

Finance 金融
(General condition 7) （一般情况 7）

(General condition 22.9) （一般情况 22.9）

This contract contains the entire understanding and the whole agreement between the parties with reference to the subject matter of this contract. All previous negotiations, representations, warranties, arrangements and statements, whether express or implied with reference to the subject matter hereof are merged herein and otherwise are hereby excluded and uncalled. 

(a) This contract is subject to the landlord granting the Purchaser a transfer of the Vendor's current lease, with the replacement of personal guarantee from the Purchaser's guarantor. 
(b) All outgoings under the lease that apply are to be adjusted at settlement.
(b) 所有适用的租约支出将在结算时进行调整。
(c) The Purchaser shall within 5 days of signing this contract, provide the Vendor's legal practitioner with all documentation as required, including but not limited to, credit, financial, character and business references, assets and liability statements, business plan, and complete any application, and submit any further information which might be requested to enable the landlord or its solicitors to assess and approve the Purchaser as a tenant. 

The Vendor shall at settlement provide the ASIC transfer number enabling the Purchaser to transfer the registration of the Business name. 

This contract may be executed in any number of counterparts and such counterparts taken together will be deemed to constitute one and the same instrument, and the date of this contract will be the date on which it is executed by the last party. 

The Purchaser may, at least 14 days before the settlement date, nominate a substitute purchaser (Nominee Purchaser) to assume the rights and obligations under this contract. In such event, the Purchaser acknowledges and agrees to be the Purchaser Guarantor and be bound by the applicable clauses under this contract. 

(a) All equipment this Business as attached in Schedule 1, is included in the sale (Equipment). 
(b) In entering into this contract, the purchaser acknowledges and agrees that:
在签订本合同时，购买方承认并同意：
(i) it has had the opportunity to conduct an inspection and made all necessary enquiries and investigations in relation to the Equipment; 
(ii) neither the Vendor nor any person acting on behalf of the Vendor have given any representation or warranty in respect of the Equipment, except as expressly set out in this contract; and 
(iii) the Equipment is sold on an 'as is' basis, and the Purchaser may not make any objection, requisition or claim because of the condition or state of repair of the Equipment. 

The general condition 12 is deleted. 

1.1. The Purchaser must pay the deposit to the Vendor's legal practitioner or the Vendor's estate agent as stakeholder at the time and on the day specified in the particulars of sale. The deposit may be paid by personal cheque. 
1.2. The stakeholder: 
(a) must hold the deposit and any interest derived on it, in its trust account as stakeholder, until the contract is settled or ended. The stakeholder must then pay the deposit and any interest to the party entitled. The party entitled to the deposit is entitled to the interest; 
(b) being the Vendor's estate agent, must transfer the deposit from the Vendor's estate agent to the Vendor's legal practitioner as stakeholder if directed by the Vendor or Vendor's legal practitioner; 
(c) is authorised, but is not obliged, to pay the deposit and any interest into an interest bearing account with an authorised deposit-taking institution. The investment with the authorised deposit-taking institution is at the risk of the party entitled to the interest; 
(d) may pay the deposit and any interest into court if it is reasonable to do so; and
(d) 如果这样做是合理的，可以将押金和任何利息支付到法院；并且
(e) is entitled to deduct from the deposit any authorised deposit-taking institution fees.
(e) 有权从存款中扣除任何授权存款机构的费用。
1.3. The Purchaser must make all payments: 
(a) to or as directed by, the Vendor; and
（a）由供应商指示或按照其指示；并且
(b) by delivery of a Bank Cheque unless the particulars of sale or a special condition authorises another form of payment.
(b) 通过交付银行支票，除非销售细节或特别条款授权其他付款方式。
1.4. This general condition 1.4 applies if any payments are required to be made by electronic funds transfer: 
(a) all electronic funds transfers must be paid to the Vendor's legal practitioner's trust account; 
(b) the Vendor must ensure that the Vendor's legal practitioner notifies the Purchaser of the Vendor's legal practitioner's trust account particulars at least 7 days before the due date for payment if the particulars of sale specify payment by electronic funds transfer. The Purchaser must advise the Vendor's legal practitioner of the reference details recorded against the money electronically transferred and notify the Vendor's legal practitioner, as soon as the money has been transferred; and 
(c) the Purchaser must ensure that the payment of the balance of the Price by electronic funds transfer into the Vendor's legal practitioner's trust account is designated by the remitting authorised deposittaking institution as cleared funds, or those payments received into the recipient's trust account have become cleared funds, by 10.00 am on the due date for settlement. 
1.5. The party making payment by cheque or electronic funds transfer represents and warrants to the other party that the cheque or electronic funds transfer will be honoured and payment irrevocably made by the payer's authorised deposit taking institution when the cheque or electronic funds transfer is presented or transferred by the recipient's authorised deposit taking institution. 
1.6. Each party must do everything reasonably necessary to assist the other party to trace and identify the recipient of and to recover, any missing or mistaken payment. 

The Vendor must promptly after the Day of Sale: 
2.1 provide to the Purchaser copies of the equipment hire contracts details of which are provided in schedule 2 (Equipment Hire Contracts), and the other contacts details of which are provided in schedule 3 (Material Contracts): and 
2.2 inform the Purchaser of: 
(a) all persons or entities who have or may have any security interest, in the Business or the Business Assets or Stock; 
(b) if not set out in the Particulars of Sale, the Vendor's ABN; 
(c) the Vendor's date of birth; and 
(d) any other information required by the Purchaser for the purposes of conducting a search of the Personal Properties Securities Register, 
and the Purchaser covenants to use this information solely for the purpose of searching the Personal Properties Securities Register, and to keep the Vendor's date of birth secure and confidential. This general condition does not limit the Vendor's obligations under general conditions 3.2 or 3.9 in any way. 

3.1 The parties must perform the obligations in this contract by the due date for settlement unless indicated otherwise. 
3.2 Settlement is effected when the Vendor transfers to the Purchaser the full title, benefit and quiet possession of the Business, the Business Assets, the Stock and all documents of title free from all Encumbrances, in exchange for the whole of the Price and the Value of the Stock, without any deduction or set-off other than usual adjustments of Outgoings (even if payment of the Value of the Stock has not yet been made). 
3.3 Ownership of the Business, Business Assets and Stock passes when the whole of the Price is paid (even if payment of the Value of the Stock has not yet been made).
3.3 企业、商业资产和库存的所有权在全额支付价格时转移（即使库存的价值尚未支付）。
3.4 The Vendor must deliver the Business Assets listed in item (a) of Schedule 1 to the Purchaser at settlement in the same state of repair (fair wear and tear excepted) as at the Day of Sale and in proper working order unless otherwise agreed. The quality and quantity of the Stock must remain substantially the same other than in the ordinary course of the Business. 
3.5 The Vendor must sign all documents prepared by the Purchaser and do whatever else is necessary for the Vendor to do to enable the transfer to the Purchaser upon settlement of the Vendor's right, title and benefit in the Business, including the Business Assets and the Stock, as a going concern. 
3.6 For the purposes of general condition 3.5, the Vendor must transfer to the Purchaser at settlement the benefit of all Equipment Hire Contracts and Material Contracts, whether by formal assignment or novation or otherwise, and where so required obtain the consent of the other party or parties to the Equipment Hire Contracts and the Material Contracts. 
3.7 The Purchaser indemnifies the Vendor against any cost, loss or damage arising from a breach of a contract described in schedules 2,3 or 4 which occurs after settlement. 
3.8 The Vendor must by the due date for settlement: 
(a) ensure that the Business Premises can be lawfully used for the Business; and 
(b) comply with any order or notice issued by an authority having jurisdiction over the Business affecting the Business, the Business Assets, the Business Premises or Stock served before settlement.
(b) 遵守任何由对业务具有管辖权的机构发出的影响业务、业务资产、业务场所或库存的命令或通知，该命令或通知在结算前送达。
3.9 At or before settlement the Vendor must ensure that the Purchaser receives evidence in writing (which is acceptable to the Purchaser, acting reasonably) that all Encumbrances over the Business, Business Assets
3.9 在结算时或之前，卖方必须确保买方收到书面证据（买方合理地接受的），证明对业务和业务资产的所有负担。
and Stock have been released and (except where a new financing statement would be required omitting the relevant collateral resulting in a loss of priority for the security holder) that the secured party will forthwith register a financing change statement on the Personal Properties Securities Register.
并且股票已被释放（除非需要新的融资声明，省略相关担保物导致担保权人优先权丧失），担保方将立即在个人财产证券登记处注册融资变更声明。
3.10 If the Vendor fails to comply with any of its obligations under general conditions 3.8 and 3.9, the parties may by agreement extend the due date for settlement. Failing agreement, general condition 16 [Default] will apply.
3.10 如果供应商未能遵守一般条款 3.8 和 3.9 下的任何义务，双方可以通过协议延长结算的到期日。如果未达成协议，则适用一般条款 16 [违约]。
3.11 The parties agree that: 
(a) if requested by the Purchaser, the Vendor must provide to the Purchaser a copy of all Financial Records of the Business reasonably required by the Purchaser. These Financial Records will be delivered at settlement except for those Financial Records that relate to employees who do not transfer to and accept employment with the Purchaser after settlement; 
(b) after settlement the Purchaser must allow the Vendor reasonable opportunity to inspect the Financial Records of the Business held by the Purchaser for the time up to settlement as reasonably required by the Vendor and upon reasonable notice by the Vendor to the Purchaser to enable the Vendor to compile any tax returns required for the period up to settlement; and 
(c) for the purposes of this general condition 3.11, and any warranty in Schedule 6 the term "Financial Records" means the records of the Business detailing the income and expenditure of the Business and which are the basis of the Vendor's income tax and GST returns and (if applicable) the statement by the Vendor provided to the Purchaser under Section 52 of the Estate Agents Act in respect of the sale of the Business. 
3.12 Settlement must be effected: 
(a) on the due date for settlement between 10.00 a.m. and 3.00 p.m. as specified by the Vendor; and 
(b) at the place or places in Victoria reasonably specified by the Vendor.
(b) 在卖方合理指定的维多利亚州的地点或地点。

Different parts of the settlement may occur simultaneously at different places.
不同地区的定居点可能会在不同的地方同时发生。

4.1 Unless the particulars of sale are completed with the word 'valuer', the parties must jointly conduct a stocktake by no later than the last Business Day before the due date for settlement, and the value of each Stock item mutually agreed. If there is a dispute as to value or items, general condition 4.3 will apply. 
4.2 The Purchaser must pay the Vendor the Value of the Stock within seven (7) days of settlement. The Purchaser must buy all Stock if there is no maximum Stock value specified in the particulars of sale.
4.2 购买者必须在结算后七（7）天内向卖方支付库存的价值。如果销售细则中没有指定最大库存价值，购买者必须购买所有库存。
4.3 Where the particulars of sale are completed with the word 'valuer' or the parties fail to agree on the Value of the Stock, any item of Stock or any other matters described in general condition 4.1, the Value of the Stock and each Stock item must be decided by an independent valuer mutually appointed by the parties. If the parties fail to agree on the appointment by 3 Business Days before the due date for settlement, either party may apply to the President of the Law Institute of Victoria or the nominee of the President to appoint a valuer. 
4.4 The Purchaser can decide which Stock the Purchaser will not purchase if the Stock exceeds the maximum Stock value specified in the particulars of sale.
4.4 如果股票超过销售细则中规定的最大股票价值，买方可以决定不购买哪些股票。
4.5 The valuer acts as an expert and the valuer's decisions are binding on the parties. Each party must pay or reimburse the other an equal share of the valuer's fees. 
5

5.1 All Outgoings of the Business and any revenue and income of the Business must be apportioned and adjusted between the parties at settlement; including the following employee expenses: 
(a) Wages; and 工资；和
(b) superannuation payments.
(b) 退休金支付。
5.2 The Vendor is entitled to the revenue and income, and is liable for the Outgoings, of the Business before and for the day of settlement except:
5.2 供应商有权获得业务的收入和收益，并对结算日前及结算日的支出负责，但以下情况除外：
(a) sales of the Stock made which is included in this sale;
（a）本次销售中包含的股票销售；
(b) any new Stock acquired by the Purchaser after settlement; and
(b) 任何在结算后由买方获得的新股票；和
(c) employee expenses that accrue after the day of settlement.
(c) 结算日后产生的员工费用。
5.3 The Purchaser is entitled to the revenue and income of the Business and is liable for the Outgoings referred to in general conditions 5.2(a), (b) and (c) after the day of settlement.
5.3 买方有权获得业务的收入和收益，并在结算日后对一般条款 5.2(a)、(b)和(c)中提到的支出负责。
5.4 Transferring employee entitlements will be apportioned and adjusted in the following manner (whether within the meaning of the Fair Work Act 2009 (Cth) or not): 
(a) of the value of accrued annual leave and any annual leave loading, where this is not paid out on settlement under general condition 12.8 , is adjusted against the Vendor; 
(b) of the value of long service entitlements accrued but not taken, is adjusted against the Vendor; 
(c) of the value of long service entitlements of employees with greater than 5 but fewer than 7 years of service, as if a statutory entitlement accrues after 5 years of service, is adjusted against the Vendor; and 
(d) of the value of accrued personal leave is adjusted against the Vendor. 
5.5 Amounts representing any employee entitlements not referred to in general condition 5.4 above, payable by the Vendor or adjusted against the Vendor at settlement must be paid in full by the Purchaser to the employee when the employee becomes entitled to those employee entitlements. The Purchaser indemnifies the Vendor against any cost, loss, damage or other liability arising from or incurred by the Vendor to an employee for which any amount was adjusted against the Vendor. 
5.6 The parties must not apportion the following Outgoings of the Business which remain the responsibility of the Vendor: 
(a) advertising contracts;
（a）广告合同；
(b) business promotion prizes;
(b) 商业推广奖品；
(c) business, professional or trade subscriptions; and
(c) 商业、专业或贸易订阅；以及
(d) telephone or trade directory subscriptions and similar entries.
（d）电话或商业目录订阅及类似条目。

6.1 The debts of the Business owed to the Vendor before settlement are not included in this contract. The Vendor must not cause any unreasonable damage or risk to the goodwill of the Business when collecting those debts after settlement. 
6.2 The debts of the Business incurred by the Vendor before settlement remain the liability of the Vendor. The Vendor must meet those liabilities as and when they become due and payable or are required to be performed.
6.2 卖方在结算前产生的业务债务仍由卖方承担。卖方必须在这些债务到期或需要履行时，及时履行这些义务。
6.3 The Purchaser must immediately pay to the Vendor any money that represents the Vendor's debts that the Purchaser receives after settlement. 

7.1 This contract is subject to the Purchaser obtaining approval of a loan for not less than the amount specified for the purchase of the Business by the approval date if the finance items of the particulars of sale are filled in. Either party may end the contract if the finance is not approved by the approval date or any later date agreed by the parties. However, the Purchaser may only end the contract under this general condition 7.1 if the Purchaser: 
(a) has made immediate application for the finance;
(a) 已立即申请融资；
(b) has done everything reasonably required to obtain approval of the finance;
(b) 已经做了所有合理要求的事情以获得融资的批准；
(c) serves written notice ending the contract on the Vendor on or before 2 Business Days after the approval date or later agreed date together with written evidence of rejection or non-approval of the loan; and 
(d) is not in default under any other condition of this contract when the notice is served.
(d) 在通知送达时，未因本合同的任何其他条款而违约。
7.2 The Purchaser must immediately notify the Vendor in writing when the Purchaser's finance is approved or refused. 
7.3 All money paid by the Purchaser must be immediately refunded to the Purchaser if the contract is ended under this general condition 7.
7.3 如果根据本一般条款 7 终止合同，买方支付的所有款项必须立即退还给买方。

8.1 The Vendor must obtain for the Purchaser by the due date for settlement, a Lease of the Business Premises either: 
(a) by transfer of the current Lease with the landlord's written consent (a Transfer); or 
(b) by a new Lease from the landlord to the Purchaser on the terms specified in item 3 of schedule 4 (a New Lease).
(b) 由房东根据附表 4 第 3 项中规定的条款向购买者签订新租约（新租约）。
8.2 Both parties must take all reasonable steps to obtain the landlord's consent to the Transfer or the New Lease of the Business Premises. 
8.3 The Purchaser must promptly provide to the Vendor information that a landlord could or does reasonably require about the financial resources and business experience of the Purchaser.
8.3 购买者必须及时向卖方提供房东可能合理要求的关于购买者财务资源和商业经验的信息。
8.4 The Purchaser must prepare the deed of transfer unless the Lease provides otherwise.
8.4 除非租约另有规定，买方必须准备转让契约。
8.5 The Vendor must perform all the tenant's obligations under the Lease of the Business Premises up to settlement and the Purchaser must perform all the tenant's obligations after settlement. 
8.6 The parties must do everything reasonably required to achieve written evidence of consent of any mortgagee or chargee of the freehold of the Business Premises to the Transfer or the New Lease, to enable the Purchaser to obtain priority against the mortgagee or chargee.
8.6 各方必须尽一切合理的努力，以获得任何对商业场所自由持有权的抵押权人或质押权人对转让或新租约的书面同意，以使买方能够在抵押权人或质押权人面前获得优先权。
8.7 If the Purchaser has complied with the obligations under general conditions 8.3, 8.4 and 8.6, and either: 
(a) the landlord has not; 
(i) consented in writing to the Transfer; or
(i) 书面同意转让；或
(ii) agreed to grant a New Lease; or
(ii) 同意授予新租约；或者
(b) written evidence has not been provided that any mortgagee or chargee has consented to the Transfer or New Lease 
by the date which is 5 Business Days prior to the due date for settlement, the Purchaser may by written notice to the Vendor extend the due date for settlement to a date not exceeding 14 days from the due date for settlement.
在结算到期日之前的 5 个工作日内，买方可以通过书面通知卖方将结算到期日延长至不超过结算到期日后 14 天的日期。
8.8 If the provisions of general conditions 8.7 (a) or 8.7 (b) have not been satisfied, by the due date for settlement or the extended due date for settlement (as the case may be) either party may end this contract by service of 5 Business Days' notice of termination of contract in which case the Vendor must repay any moneys paid by the Purchaser. 
8.9 Unless the parties agree otherwise, the Purchaser must pay any duty payable on the Transfer or New Lease.
8.9 除非双方另有约定，买方必须支付转让或新租赁所需支付的任何税费。
8.10 Where a current Lease is to be transferred, unless the parties otherwise agree: 
(a) if any security bond controlled by the landlord will be refundable to the Purchaser at the end of the lease term, the Purchaser will adjust in favour of the Vendor an amount equal to the potentially refundable amount; and 
(b) if the Vendor has provided a bank guarantee in respect of the Lease, the parties must do everything reasonably required to procure the return of that bank guarantee to the Vendor, including the provision by the Purchaser of a replacement bank guarantee. 
8.11 Unless the Retail Leases Act 2003 (Vic) prevents their recovery or the parties agree otherwise, the Vendor must pay
8.11 除非《2003 年维多利亚州零售租赁法》阻止其追索或双方另有协议，卖方必须支付
(a) all other lawful expenses relating to obtaining the written consent to any Transfer or any New Lease from: 
(i) the landlord; and 房东；和
(ii) any mortgagee or charge; and
(ii) 任何抵押权人或质权人；并
(b) the landlord's reasonable costs relating to any Transfer or New Lease. 
9.1 The parties agree that this contract is for the supply of a going concern. 
(a) The Vendor warrants that the Vendor will carry on the Business as a going concern until settlement.
供应商保证，供应商将在结算之前持续经营该业务。
(b) The Purchaser warrants that the Purchaser will, at settlement, be registered, or required to be registered, for GST.
(b) 购买者保证，在结算时，购买者将注册或需要注册增值税。
9.3 If a supply under this contract is taxable because it does not satisfy the requirements of section 38-325 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth), the Purchaser must pay the Vendor, in addition to the amount payable for the supply, the amount of GST payable, but not if the failure to qualify is due to circumstances amounting to a breach of the Vendor's warranty in general condition 9.2(a). 
9.4 The Purchaser is not obliged under this general condition to pay to the Vendor an amount for GST on a taxable supply, until given a tax invoice for the supply 

10.1 The Vendor must maintain the goodwill of the Business and carry on the Business in the ordinary course and in a proper and business-like manner until settlement. 
10.2 The Vendor must do whatever is reasonably necessary to introduce the Purchaser to customers and suppliers of the Business and allow the Purchaser to observe and give the Purchaser reasonable assistance and advice about running the Business during the assistance period.
10.2 供应商必须采取合理必要的措施，将买方引见给业务的客户和供应商，并允许买方在协助期间观察并给予买方合理的帮助和建议，以便经营业务。
10.3 The Business, including the Stock and Business Assets, are at the risk of the Vendor until settlement.
10.3 业务，包括库存和商业资产，在结算之前由卖方承担风险。
10.4 If the Vendor (or any director of, related person to or associate of, the Vendor) has provided a guarantee to any supplier, creditor or other third party in relation to the Business and any obligations under that guarantee will continue after settlement of the sale, the Purchaser: 
(a) will use reasonable endeavours to procure a release from their obligations, including, if required, by providing a substitute Guarantor; and 
(b) indemnifies the Vendor or other Guarantor from all liability arising after settlement of the sale.
(b) 使卖方或其他担保人免于因销售结算后产生的所有责任。

11.1 The Purchaser may inspect the Business and the Business Premises at all reasonable times within 3 Business Days before the due date for settlement.
11.1 买方可以在结算到期日前的 3 个工作日内，在合理的时间内检查业务和营业场所。
11.2 The Vendor must allow inspection of the Business Premises by officers of local government or officers authorised by any government department if requested by the valuer and Purchaser.
11.2 如果评估师和买方要求，供应商必须允许地方政府官员或任何政府部门授权的官员对商业场所进行检查。

12.1 The Vendor must provide the following information to the Purchaser in respect of each employee. The information is to be provided within 5 Business Days if requested in writing by the Purchaser: 
(a) the employee's name; 员工的姓名；
(b) date of commencement:
(b) 开始日期：
(c) job title; (c) 职位名称;
(d) Wages and other employee benefits;
(d) 工资和其他员工福利；
(e) employment status (i.e. permanent fulltime, permanent part-time or casual);
(e) 就业状态（即：永久全职、永久兼职或临时工）；
(f) accrued annual, personal and long-service leave entitlements and any other entitlements to time off (such as rostered days off/time off in lieu); 
(g) any employee complaints, applications or proceedings in a tribunal or court;
(g) 任何员工投诉、申请或在法庭或法院的诉讼；
(h) any formal or informal performance management process;
(h) 任何正式或非正式的绩效管理过程；
(i) any industrial instrument which governs the employee's terms and conditions of employment (i.e. awards, enterprise agreements or individual flexibility arrangements); and 
(j) any letter of offer/employment contract used by the Vendor for each class of employee engaged.
(j) 供应商为每类雇员使用的任何聘用信/雇佣合同。
12.2 The Vendor must, if requested, give the Purchaser a reasonable opportunity to inspect: 
(a) the Vendor's employment policies and procedures; 
(b) the contracts of employment of all employees to whom the Purchaser offers, or may offer, employment from settlement and who accept, or may accept, that offer, in accordance with this contract; and 
(c) the employment files of each employee.
(c) 每位员工的就业档案。
12.3 The Purchaser must use any information obtained in accordance with general conditions 12.1 and 12.2 only for purposes related to this contract, including complying with its obligations. The Purchaser must not disclose that information to any other person other than as provided in general condition 15.3.
12.3 采购方必须仅将根据一般条款 12.1 和 12.2 获得的任何信息用于与本合同相关的目的，包括履行其义务。采购方不得向除一般条款 15.3 规定的其他任何人披露该信息。
12.4 The Purchaser must: 
(a) at least 35 days before the due date for settlement, notify the Vendor of the names of the Vendor's employees to whom the Purchaser wishes to offer employment from settlement; 
(b) then, within a further 2 Business Days, make an offer of employment to those employees from and conditional on settlement taking place; 
(c) ensure that the terms and conditions of the offer made to a prospective transferring employee are substantially similar to and, overall, no less favourable than the existing terms and conditions of employment with the Vendor; and 
(d) ensure that the offers made by the Purchaser under any relevant transferable industrial instrument (award, enterprise agreement or other relevant industrial instrument notified by the Vendor under general condition ) include a statement whether: 
(i) the employee's service for redundancy purposes is to be, or is not to be, recognised by the Purchaser; and 
(ii) the employee's service with the Vendor will be recognised by the Purchaser for the purposes of unpaid leave entitlements, in addition to annual leave. 
12.5 The Purchaser must notify the Vendor in writing at least 35 days before the due date for settlement whether it elects not to recognise the service of employees with the Vendor for: 
(a) annual leave purposes in accordance with section 91(1) of the Fair Work Act 2009 (Cth); and
根据 2009 年《公平工作法》第 91(1)条的规定，年假目的；并且
(b) redundancy purposes in accordance with section 122(1) of the Fair Work Act 2009 (Cth).
根据 2009 年《公平工作法》第 122(1)条的规定，出于冗余目的。
12.6 The Purchaser must recognise all service of transferring employees with the Vendor as service with the Purchaser for annual leave and redundancy purposes if no notice of election is received by the Vendor under general condition 12.5 
12.7 The Vendor must give written notice of termination of employment to all employees under the minimum notice provisions contained in the Fair Work Act 2009 (Cth) or the employee's contract of employment (whichever is the greater). 
12.8 Where the Purchaser elects not to recognise any transferring employee's service with the Vendor for the purposes of annual leave or redundancy in accordance with general condition 12.5 the Vendor must pay to each transferring employee: 
(a) his or her accrued annual leave entitlements as at the settlement date, under sections 90(2) and 91(1) of the Fair Work Act 2009 (Cth) or the employee's terms and conditions of employment; and 
(b) any entitlements to redundancy pay under the Fair Work Act 2009 (Cth) or the employee's terms and conditions of employment. 
12.9 The Purchaser is responsible for all liabilities of any transferring employee arising out of or about their employment by the Purchaser after settlement, including: 
(a) all Wages, commissions and bonuses earned after settlement under any contract of employment, policy, award, enterprise agreement or other industrial instrument; and 
(b) entitlements to annual leave, personal leave, parental leave, long service leave and superannuation contributions required by law.
(b) 法律规定的年假、个人假、育儿假、长期服务假和退休金缴款的权利。
12.10 The Vendor indemnifies the Purchaser against any cost, Loss, damages or claims made against or incurred by the Purchaser: 
(a) by a transferring employee, insofar as the claim relates to Wages owing to the employee for time worked before settlement that has not been adjusted in the apportioned expenses under general conditions 5.1 and 5.3 ; and 
(b) arising from any termination payments payable to any employee who did not transfer to the Purchaser either because the Purchaser did not make an offer of employment to them or because the employee rejected an offer of employment made by the Purchaser under general condition 12.4(b). 
12.11 The Vendor must give written notice to the Purchaser within 5 Business Days of a request by the Purchaser or, failing a request, at least 21 days before the due date for settlement of any transferring employee who is on long term absence for any reason as at the due date for settlement, and inform the Purchaser of any responsibilities the Purchaser has to those employees after settlement. 
12.12 The Vendor must not after the Day of Sale alter significantly the Wages or other conditions of employment of any employee unless the Purchaser consents.
12.12 卖方在销售日后不得显著改变任何员工的工资或其他雇佣条件，除非买方同意。
12.13 The Vendor must not after the Day of Sale adversely affect the employment relationship with its employees except as is contemplated by this contract.
12.13 卖方不得在销售日后对其员工的雇佣关系产生不利影响，除非本合同另有规定。
12.14 The Vendor must encourage any and all employees who receive an offer of employment from the Purchaser to accept the offer.
供应商必须鼓励所有收到买方聘用邀请的员工接受该邀请。

13.1 The Vendor makes the Vendor Warranties (if any) to the Purchaser, and the Purchaser makes the Purchaser Warranties (if any) to the Vendor; as set out in parts A and B of schedule 6, respectively, and any special condition.
13.1 供应商向购买者作出供应商保证（如有），购买者向供应商作出购买者保证（如有）；具体内容见附表 6 的 A 部分和 B 部分，以及任何特殊条款。
14.1 The Vendor, the Vendor's Guarantor and any third party who signs a separate restraint agreement pursuant to which the third party agrees to be bound by this general condition 14 jointly and severally agree that they must not, without the written consent of the Purchaser: 
(a) be "involved in any way" in a Business, activity or operation that is the same as, substantially similar to or competitive with, the Business or any material part of it (a Competitor Business); 
(b) solicit, canvass or approach any client or customer of the Business for the purpose of persuading that person to cease being a client or customer of the Business or to become a client or customer of any Competitor Business; or 
(c) interfere with the relationships between the Purchaser and the employees of the Business (including doing anything to entice away from the Purchaser any employee of the Business), or entice any such employee to accept an offer to provide services in competition with the business, 
within each of the times and each of the radial distances from the Business Premises described in the particulars of sale.
在销售细则中描述的商业场所的每个时间和每个径向距离内。
14.2 In general condition 14.1, "involved in any way" includes: 
(a) actively participating in, assisting with or otherwise being directly or indirectly involved, engaged, concerned or participating in a Competitor Business in any capacity; and 
(b) being interested in on its or his own account or as a member, shareholder, unitholder, director, partner or joint venturer, with greater than interest in or with Control of the Competitor Business. 
14.3 The Vendor's Guarantor acknowledges that he or she has agreed to be bound by the restraint of trade provisions of this general condition 14 in consideration of the Purchaser entering into this contract. 
14.4 The parties agree that each of the covenants and restraints contained in general condition 14.1 and the particulars are to have effect, and be enforceable as, a separate and independent prohibition or restriction, and that they be interpreted according to the following: 
(a) of each of the restraint periods and areas specified in the particulars of sale, the greater length of time and larger geographical area of restriction or restraint shall apply to restrain the Vendor and the Vendor's Guarantor; 
(b) if any of the several separate and independent covenants and restraints in general condition 14.1 and the particulars of sale is or are declared by any court or tribunal to be invalid or unenforceable for any reason, then that invalidity or unenforceability will not affect the validity or enforceability of any of the other separate and independent covenants and restraints which apply in this contract. 
14.5 The parties referred to in general condition 14.1 acknowledge that: 
(a) each of the covenants and restraints contained in general condition 14.1 and the particulars of sale: 
(i) are reasonable in the circumstances and necessary to protect the goodwill of the Business as at settlement; and 
(ii) confers a benefit on the Purchaser which is no more than that which is reasonably and necessarily required by the Purchaser for the maintenance and protection of the Business and Business Assets; and 
(b) monetary damages alone will not be adequate compensation to the Purchaser for any actual or threatened breach of general condition 14.1, and the Purchaser is entitled to seek (in addition to any other remedies it may be able to seek) an injunction from a court of competent jurisdiction 
14.6 This general condition 14 is for the benefit of the Purchaser, and the parties referred to in general condition 14.1 acknowledge that they have had the opportunity to obtain independent legal advice.
14.6 本一般条款 14 是为了买方的利益，条款 14.1 中提到的各方承认他们有机会获得独立的法律建议。
15.1 The parties must keep confidential all Confidential Information of the Business provided before or after the Day of Sale, subject to general condition 15.3 . 
15.2 The parties must seek to agree in writing on the terms of a joint public announcement of the fact, but not the particulars, of the sale of the Business and the identity of the parties, to be made at or shortly after settlement. However, either party may otherwise announce that information 5 Business Days after the settlement if the parties have not agreed on the wording of a joint announcement. 
15.3 A party may disclose any Confidential Information: 
(a) as required by law; 
(b) to any of its professional advisors, consultants and financiers for a genuine purpose but subject to confidentiality; or 
(c) otherwise for the purposes of this contract.
(c) 否则为本合同的目的。
15.4 If for any reason settlement does not occur and this contract is terminated, the Purchaser warrants to the Vendor that it will not use and will promptly return to the Vendor all Confidential Information and documents relating to held or controlled by the Purchaser and to destroy all copies and records containing such information in either paper or electronic form held or controlled by the Purchaser and not returned to the Vendor. 

16.1 Time is of the essence of this contract. 
16.2 The Vendor may sue for any unpaid balance of the Price or the Value of the Stock or both immediately, without giving notice and without affecting any other rights, if the Purchaser defaults in any payment; without affecting the Vendor's other rights. 
16.3 A party who breaches the contract must pay the other party on demand: 
(a) compensation for any reasonably foreseeable cost, loss or damages incurred or suffered by the other party resulting from the default; and 
(b) interest on any money overdue during the period of default at a rate higher than the rate for the time being fixed under section 2 of the Penalty Interest Rates Act 1983 (Vic) as at the date of the default, 
without affecting the rights of the offended party.
不影响受害方的权利。
16.4 A party is not entitled to exercise any rights arising from the other party's default, other than the right to receive interest and the right to sue for money owing, until the other party is served and fails to comply with a written default notice. 
16.5 For the purposes of general condition 16.4, the default notice must: 
(a) specify the particulars of the default; and 
(b) state that it is the offended party's intention to exercise the rights arising from default unless, within 5 Business Days of service of the notice: 
(i) the default is remedied;
(i) 默认情况已得到纠正；
(ii) the reasonable costs incurred as a result of the default and any interest payable, are paid; and 
(iii) states the rights which the party serving the notice intends to exercise if the default is not remedied in time.
(iii) 说明发出通知的一方如果未能及时纠正违约，将打算行使的权利。
16.6 All money unpaid under this contract becomes immediately payable if the default is not remedied and the costs and interest paid.
16.6 本合同下所有未支付的款项在违约未得到补救且费用和利息已支付的情况下，立即到期应付。
16.7 The contract ends if the default notice specifies that the contract will end if it is not complied with, and the default notice is not complied with.
16.7 如果违约通知中规定合同将在不遵守的情况下终止，并且未遵守该违约通知，则合同终止。
16.8 The Vendor may keep the deposit if the Vendor ends this contract in accordance with general conditions 16.5 and 16.7 and may either: 
(a) resell the Business and Business Assets by public auction or private contract and sue the Purchaser for all expenses and any deficiency in Price on resale; or 
(b) retain the Business and Business Assets and sue the Purchaser for damages for breach of contract.
(b) 保留业务和业务资产，并因违反合同起诉买方索赔。
16.9 The Vendor must repay any money paid by the Purchaser and pay the expenses attributable to the default if the Purchaser ends this contract under this general condition.
16.9 如果买方根据本一般条款终止本合同，卖方必须偿还买方支付的任何款项，并支付因违约而产生的费用。
16.10 The expression "breach" and "default" are interchangeable in this general condition 16. 

17.1 A party and the party's legal practitioner may serve a notice, by: 
(a) personal service on the other party or the legal practitioner for the other party; 
(b) prepaid post to the other party or the legal practitioner for the other party;
（b）预付邮资寄给对方或对方的法律从业者；
(c) facsimile transmission to the other party or the legal practitioner for the other party;
(c) 向对方或对方的法律从业者发送传真；
(d) email to an email address notified by the recipient; or
(d) 发送至收件人通知的电子邮件地址；或
(e) any other method authorised by law.
(e) 任何其他法律授权的方法。

A notice may be served on the Vendor's estate agent in any of the same ways. 
17.2 A notice is taken to be served: 
(a) on the date the recipient receives it if the notice or other document is given personally; 
(b) six Business Days after posting if the notice or demand is sent by regular post;
（b）如果通知或要求通过普通邮寄发送，则在邮寄后六个工作日
(c) on the date the sender's facsimile confirms receipt by the other party; or 
(d) on the date the recipient's email server receives the email without the sender receiving an error or "out of office" report. 

18.1 Any provision of this contract capable of having effect after settlement and all warranties and indemnities given by each party to any other under this contract will remain in full force and effect after settlement and will not merge on or by virtue of settlement.
18.1 本合同的任何条款在结算后仍然有效，且各方根据本合同向其他方提供的所有担保和赔偿将在结算后继续有效，并且不会因结算而合并。

19.1 Any part of this contract that is unenforceable, illegal or void; is severed from this contract without affecting the rest of the contract, which remains in force.
19.1 本合同中任何不可执行、非法或无效的部分将从本合同中剥离，而不影响合同的其他部分，后者仍然有效。

20.1 If the details of the Purchaser set out in the particulars of sale include the expression "and/or nominee" (or words to similar effect) the named Purchaser may, not less than 28 days before the due date for settlement 
by notice in writing, nominate an additional or substitute Purchaser but the named Purchaser and the Purchaser's Guarantor remain personally liable for the due performance of all the Purchaser's obligations under this contract. 

21.1 This general condition 21 applies if one or both of the Vendor Guarantor or Purchaser Guarantor items are completed in the particulars of sale.
21.1 如果销售细则中完成了供应商担保人或购买者担保人中的一个或两个条目，则适用本一般条款 21。
21.2 The Vendor Guarantor: 
(a) guarantees the due and punctual performance by the Vendor of the Vendor's obligations; 
(b) separately indemnifies and agrees to keep indemnified the Purchaser against all Loss suffered or incurred by the Purchaser as a result of any failure by the Vendor to perform any obligation or failure to pay any money; and 
(c) separately promises to perform the Vendor's obligations without demand if the Vendor fails to promptly do so. 

This guarantee, indemnity and promise by the Vendor Guarantor to the Purchaser is given in consideration of the Purchaser entering into this contract at the request of the Vendor Guarantor.
本保证、赔偿和承诺由供应商担保人向购买者提供，是考虑到购买者应供应商担保人的请求而签订本合同。

(a) guarantees the due and punctual payment of any money and performance by the Purchaser of the Purchaser's obligations; 
(b) separately indemnifies and agrees to keep indemnified the Vendor against all Loss suffered or incurred by the Vendor as a result of any failure by the Purchaser to perform any obligation or failure to pay any money; and 
(c) separately promises to perform the Purchaser's obligations without demand if the Purchaser fails to promptly do so. 

This guarantee, indemnity and promise by the Purchaser Guarantor is given in consideration of the Vendor entering into this contract at the request of the Purchaser Guarantor.
本保证、赔偿和承诺由购买方担保人提供，考虑到卖方应购买方担保人的请求签订本合同。
21.4 The Guarantors' respective guarantees, indemnities and promises have full force and effect even if: 
(a) the Vendor or Purchaser or both, are not or cease to be bound by all or any of the terms of the contract; 
(b) the obligations of the Vendor or Purchaser or both are abrogated, diminished or modified in any way, otherwise than by performance of all of the respective parties' obligations; or 
(c) the obligations of the Vendor or Purchaser or both are abrogated, diminished or modified by operation of law, disclaimer of the contract by a liquidator or any other person who is or purports to be entitled by law to disclaim it or otherwise 
21.5 The guaranties, indemnities and promises of the respective Guarantors under general condition 21.2 and 21.3 are original and independent and are not by way of surety.
21.5 各担保人在一般条款 21.2 和 21.3 下的担保、赔偿和承诺是原始和独立的，并非以担保的方式。
21.6 The respective Guarantors are not released from liability under this guarantee, indemnity and promise except by: 
(a) payment in full of 100 cents in each dollar of the money payable under the contract;
根据合同支付的每美元 100 美分的全额付款；
(b) performance and observance of all of the obligations of the Purchaser or the Vendor (as the case may be) under the contract; and 
(c) payment of all money payable under this guarantee, indemnity and promise; or
(c) 根据本担保、赔偿和承诺应支付的所有款项的支付；或
(d) the Vendor or Purchaser having the benefit of the guarantee releasing the Guarantor in writing.
（d）享有担保利益的卖方或买方以书面形式解除担保人的责任。
21.7 These guarantees, indemnities and promises are not affected by:
21.7 这些担保、赔偿和承诺不受以下因素的影响：
(a) any waiver or indulgence, whether as to time or otherwise;
(a) 任何宽恕或宽容，无论是时间上的还是其他方面的；
(b) any variation, assignment, renewal or extension of the contract;
(b) 合同的任何变更、转让、续签或延长；
(c) any want of capacity or of due execution by the Vendor or Purchaser;
(c) 供应商或买方的任何能力不足或未能适当履行；
(d) rescission or repudiation of the contract; or
（d）合同的撤销或拒绝；或
(e) any other matter or thing which but for this general condition would modify or abrogate the liability of the Vendor Guarantor or the Purchaser Guarantor.
(e) 任何其他事项或事物，如果没有这一一般条件，将会修改或废除卖方担保人或买方担保人的责任。

If a Guarantor is released by an agreement in writing between the Vendor and Purchaser to that effect, such release does not affect the obligations of any other Guarantor.
如果担保人通过卖方和买方之间的书面协议被解除， such 解除不影响任何其他担保人的义务。
21.8 The Vendor Guarantor must not compete with the Purchaser, and the Purchaser Guarantor must not compete with the Vendor for any dividend or distribution in any winding-up, scheme of arrangement or official management of the Purchaser or the Vendor (as the case may be).
21.8 卖方担保人不得与买方竞争，买方担保人不得与卖方竞争，以获取在买方或卖方（视情况而定）的清算、安排方案或官方管理中的任何红利或分配。
21.9 The obligations of each person who together constitute a Guarantor are both joint and individual. The failure of one or more persons who constitute the Vendor Guarantor or the Purchaser Guarantor to sign this contract does not affect the liability of the other persons who constitute a Guarantor.
21.9 共同构成担保人的每个人的义务既是共同的也是个人的。构成卖方担保人或买方担保人的一个或多个人的未签署本合同并不影响其他构成担保人的人的责任。
21.10 In this general condition 21, unless the context requires otherwise: 
(a) "Loss" includes direct and indirect, special and consequential loss or damage; and 
(b) "Guarantor" means a Vendor Guarantor or a Purchaser Guarantor or both. 

22.1 Unless the context otherwise requires: 
(a) "Bank Cheque" means a cheque drawn on an authorised deposit-taking institution. 
(b) "Business" means the Business as generally described in the particulars of sale. 
(c) "Business Assets" means: 
(i) the items described in schedule 1 including any goodwill;
（i）附表 1 中描述的项目，包括任何商誉；
(ii) the right to possession, occupancy or use of the Business Premises under any present or future lease, licence or other agreement described in schedule 4 together with all keys and security codes; 
(iii) the Business name of the Business;
（iii）商业名称；
(iv) the Vendor's interest in the equipment hire contracts in schedule 2; 
(v) the Vendor's interest in the other material contracts in schedule 3; 
(vi) any quotas and franchises the Vendor uses in the Business;
（vi）供应商在业务中使用的任何配额和特许权；
(vii) the services connected to the Business Premises;
（七）与商业场所相关的服务；
(viii) any Intellectual Property specifically relating to the Business;
（八）与业务特别相关的任何知识产权；
(ix) any work in progress; and
（九）任何进行中的工作；以及
(x) all licences, permits, approvals and registrations necessary for the Business
(x) 所有开展业务所需的许可证、许可、批准和注册
but does not include any items described in schedule 1 as "excluded assets". 
(d) "Business Day" means any day except: 
(i) a Saturday or Sunday; or
（i）一个星期六或星期天；或者
(e) "Control" for the purposes of general condition 14.2, means the capacity of a person or entity to determine the outcome of decisions about the financial and operating policies of the Competitor Business notwithstanding the nature and scope of the rights or interest he or she holds in the Competitor Business 
(f) "Confidential Information" means all and any information belonging or relating to the Vendor including but not limited to the Business records, information described as confidential and all other information relating to: 
(i) the structure of the Business and the Vendor;
（i）商业和供应商的结构；
(ii) property and assets owned, used or occupied by the Vendor;
(ii) 由卖方拥有、使用或占用的财产和资产；
(iii) contracts to which the Vendor is a party;
（iii）卖方为一方的合同；
(iv) Intellectual Property owned, used, possessed or controlled by the Vendor;
（四）由供应商拥有、使用、占有或控制的知识产权；
(v) financial information about the Vendor and the Business;
（v）关于供应商和业务的财务信息；
(vi) commercial Information about the Vendor or persons with whom the Vendor deals, including details of agreements with employees, contractors, customers, suppliers and other third parties; 
(vii) product, pricing and market information;
（七）产品、定价和市场信息；
(viii) details of this contract; and
（八）本合同的详细信息；和
(ix) all employees of the Vendor which is disclosed, provided or made available by the Vendor (or a related person to or associate of the Vendor) to the Purchaser (whether it is written, electronic, oral, visual or in any other form) either before or after the date of this Contract but excluding information in the public domain which was not disclosed or published by a party in breach of this contract. 
(g) "Day of Sale" means the date by which both parties have signed the contract. 
(h) "Encumbrance" means: 
(i) a security interest; or
(i) 一项担保权益；或
(ii) any charge, lease, mortgage, liability or other interest but excludes Permitted Encumbrances.
（ii）任何费用、租赁、抵押、负债或其他权益，但不包括允许的负担。
(i) "GST" means GST within the meaning of A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended and includes penalties and interest. Expressions used in the of A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meanings in general condition 9. 
(j) "Intellectual Property" means all industrial or intellectual property rights and proprietary rights (whether registered or unregistered) owned by the Vendor and used in the conduct of the Business, including: 
(i) all websites; 所有网站；
(ii) all trademarks and logos;
(ii) 所有商标和标志；
(iii) all domain names and email addresses;
(iii) 所有域名和电子邮件地址；
(iv) trade secrets, technical data, computer programs, databases, know-how, designs, design rights, copyright; 
(v) Confidential Information.
(v) 机密信息。
(k) 'Lease' means any lease, renewal, license, franchisee license and any other license that allows for occupancy. 
(I) "Outgoings" means recurrent Business liabilities (including pre-payments) of the Business incurred in the ordinary course in respect of the time before or the time after the date of settlement (as the case may be). 
(m) "Permitted Encumbrance" means: 
(i) any security interest described in schedule 5; and
(i) 附表 5 中描述的任何担保权益；和
(ii) any Encumbrance notified to and accepted in writing by the Purchaser before settlement.
(ii) 在结算之前，任何已通知并被买方书面接受的负担。
(n) "Stock" means all marketable Stock of the Business appropriate for the Business in the possession of the Vendor in the ordinary course of the Business 
(o) "Value of the Stock" means the value determined under general condition 4 or the maximum stock value, whichever is the lesser. 
(p) "Wages" means salary, remuneration and associated employee benefits. 
(q) "Warranties" means the warranties and representations described in schedule 6. 
22.2 Words and phrases which are defined in the Personal Property Securities Act 2009 (Cth) have the same meaning in general condition 2.2 and schedule 5.
22.2 在《2009 年个人财产证券法》（联邦法）中定义的词语和短语在一般条款 2.2 和附表 5 中具有相同的含义。
22.3 A word or expression with a particular meaning has the corresponding meaning to other grammatical forms of that word or expression.
22.3 一个具有特定含义的词或表达在该词或表达的其他语法形式中具有相应的含义。
22.4 A word or expression defined or particularised in the Particulars of Sale has that meaning.
22.4 在销售细则中定义或具体说明的词语或表达具有该含义。
22.5 Unless the context otherwise requires, words to the effect of, a party "must" (or "must not") do a specified act or thing, create an obligation and undertaking by that party, a breach of which will constitute a default. 
22.6 "Include" and "including" are not words of limitation. 
22.7 A reference to a party refers to each person alone and any two or more of them together where two or more persons are named as a party.
22.7 对一方的提及指的是每个人单独以及两个或更多人一起的情况，当两个或更多人被指定为一方时。
22.8 A party who is a trustee is bound both personally and in that person's capacity as a trustee. 
22.9 These general conditions must be read subject to any special conditions.
22.9 这些一般条款必须根据任何特殊条款进行阅读。

(General condition 22.1(c))
（一般条款 22.1(c)）
Description of Assets and Values:
资产和价值的描述：
[As per the attached inventory and/or as below]
根据附带的清单和/或如下所示
(a) Plant, equipment, fittings: 
$nil 
(b) Goodwill: 
$nil 
(c) Other assets including those defined in general condition 22.1(c): 
[Apportionment of Price to specific types of assets can all be specified below]
[对特定类型资产的价格分配可以在下面指定]

Total: 

This allocation of the Price also applies for taxation purposes.
此价格的分配也适用于税务目的。

1 cash register 1 台收银机
24 single-sided shelf 24 个单面货架
12 double-sided shelves 12 个双面书架
2 wooden shelves 2 个木架
3 steel shelves 3 个钢架
5 refrigerators 5 个冰箱
6 freezers 6 个冷冻柜
3 chest freezers 3 个冷冻柜
16 surveillance system cameras
16 个监控系统摄像头
1 display monitor 1 个显示器

nil 

(General conditions 2.1 and 3.6)
（一般条款 2.1 和 3.6）

Not applicable 不适用

(General conditions 2.1 and 3.6)
（一般条款 2.1 和 3.6）
Not applicable. 不适用。

1 The Vendor has provided to the Purchaser the following lease documents: 
(a) the lease agreement dated 25 October 2022 entered into between the landlord and the Vendor for the use of the Business Premises; and 
(b) the disclosure statement of assignment of lease signed by the Vendor.
（b）由卖方签署的租赁转让披露声明。

(General conditions 3.2 and 22.1(m))
（一般条款 3.2 和 22.1（m））
Not applicable. 不适用。

(General condition 13) （一般情况 13）
The warranties in schedule 6 are made as at the Day of Sale and are also made as at settlement.
附表 6 中的担保在销售日时作出，并在结算时也作出。

The Vendor must disclose to the Purchaser before settlement if the Vendor becomes aware of any fact which makes any warranty incorrect or misleading.
卖方必须在结算前向买方披露，如果卖方意识到任何使保修不正确或误导的事实。

The Vendor makes the following warranties to the Purchaser subject to any other provision of this contract:
供应商向买方作出以下保证，受本合同其他条款的约束：

The Purchaser makes the following warranties to the Vendor:
买方向卖方作出以下保证：