Sale and purchase agreement
Review a purchase agreement before completion
In a purchase agreement, the risk allocation lives in the warranties and their limitations. A warranty schedule that looks comprehensive can be neutered by a limitation clause three pages later setting a de minimis threshold above any claim you would realistically bring.
For buyers and sellers of businesses, assets and high-value goods.
No account needed. You see the price before paying, and the report opens immediately after.
What we check in a sale and purchase agreement
Every review of this contract type runs the full checklist, then reports what it found with the clause quoted and the line number.
- Conditions precedent and who bears the risk if they are not met
- Warranty scope and the disclosure letter's effect on it
- Limitation of warranty claims: time limits, de minimis, basket and cap
- Indemnities for identified risks, and how they differ from warranties
- Purchase price mechanics, earn-outs and completion accounts
- Retention or escrow arrangements
- Restrictive covenants on the seller
- Assignment of contracts and consents required from third parties
- Risk and title transfer timing
- Dispute resolution and expert determination for accounting disputes
Red flags we see most often
These are the specific terms that turn a routine sale and purchase agreement into an expensive one.
- Warranty claims limited to a period shorter than the first audit cycle
- A de minimis threshold set high enough to exclude realistic claims
- Earn-out targets controlled entirely by the buyer after completion
- "Sold as seen" wording excluding all warranties
- No retention or escrow against warranty exposure
- Conditions precedent with no long-stop date
What you get back
Not a summary of what the contract says. A list of what to change, and the wording to change it to.
Risk score and verdict
A calibrated 0–100 score with a one-line verdict. Clean documents score low — the score is only useful if it can say "this is fine".
Findings with the quote
Each issue names the clause, quotes it verbatim, explains the consequence in your contract's own numbers, and says how far it deviates from market standard.
Pasteable redlines
Replacement wording drafted for each issue, ready to send back to the other side.
What's missing
The standard protections for this contract type that your document does not contain.
Deadlines to calendar
Every date and trigger that costs you something if you miss it, with the consequence spelled out.
Negotiation playbook
Your asks in priority order, the reason to give for each, and the fallback position if they refuse.
Questions about sale and purchase agreements
What is the difference between a warranty and an indemnity?
A warranty is a statement of fact; breach gives a damages claim, and you must prove loss and mitigate. An indemnity is a promise to reimburse a specified loss pound for pound. Indemnities are used for known, identified risks; warranties for the general state of what is being sold.
What is a disclosure letter?
The seller's list of exceptions to the warranties. Anything properly disclosed cannot later be claimed on. It is as important as the warranty schedule itself and should be read alongside it, never separately.
What are typical warranty limitation periods?
Commonly 12 to 24 months for commercial warranties and considerably longer for tax and title. The key test is whether the period outlasts the first full audit cycle after completion - that is when problems usually surface.
Review your sale and purchase agreement now
$49, no account, about two minutes. See a complete sample report first if you want to judge the depth before paying — and if yours finds nothing you can act on, we refund it.
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