Restaurant Bill of Sale Template

This Restaurant Bill of Sale (“Bill of Sale”) is made as of [Date of Bill of Sale].

1. Parties

Seller

Full Legal Name: [Seller Full Legal Name]

Business Name (if any): [Seller Business Name]

Entity Type: [Individual / Corporation / LLC / Partnership / Other]

Address: [Seller Street Address]

City, State/Province, ZIP/Postal Code, Country: [Seller City, State/Province, ZIP/Postal Code, Country]

Phone: [Seller Phone Number]

Email: [Seller Email Address]

Buyer

Full Legal Name: [Buyer Full Legal Name]

Business Name (if any): [Buyer Business Name]

Entity Type: [Individual / Corporation / LLC / Partnership / Other]

Address: [Buyer Street Address]

City, State/Province, ZIP/Postal Code, Country: [Buyer City, State/Province, ZIP/Postal Code, Country]

Phone: [Buyer Phone Number]

Email: [Buyer Email Address]

2. Restaurant and Location

Restaurant Trade Name: [Restaurant Name]

Business Description: [Restaurant Business Description]

Restaurant Address: [Restaurant Street Address]

City, State/Province, ZIP/Postal Code, Country: [Restaurant City, State/Province, ZIP/Postal Code, Country]

3. Assets Being Sold

Seller sells, assigns, transfers, and delivers to Buyer all of Seller’s right, title, and interest in and to the business assets listed in this Section 3 (the “Restaurant Assets”).

3.1 Furniture, Fixtures, and Front-of-House Equipment

The Restaurant Assets include, to the extent owned by Seller:

• Dining tables, chairs, booths, and bar stools

• Host/hostess stand and waiting area furniture

• Bar fixtures, shelving, and glass racks

• Lighting fixtures and décor items

• Point-of-sale (POS) terminals, cash drawers, card readers, and receipt printers

• Signage and menu boards located on or inside the premises

Dining tables, chairs, booths, and bar stools

Host/hostess stand and waiting area furniture

Bar fixtures, shelving, and glass racks

Lighting fixtures and décor items

Point-of-sale (POS) terminals, cash drawers, card readers, and receipt printers

Signage and menu boards located on or inside the premises

3.2 Kitchen Equipment, Smallwares, and Inventory

The Restaurant Assets include:

• Commercial ranges, ovens, grills, fryers, and other cooking equipment

• Refrigerators, freezers, walk-in coolers, prep tables, and dishwashers

• Exhaust hoods, fire suppression systems, and related installed kitchen fixtures

• Food preparation tables, shelving units, and storage racks

• Smallwares (pots, pans, utensils, knives, cutting boards, trays, etc.)

• Plates, bowls, glassware, cutlery, and serving ware

• On-hand food and beverage inventory (perishable and non-perishable) located at the restaurant on the Effective Transfer Date, unless specifically excluded

Commercial ranges, ovens, grills, fryers, and other cooking equipment

Refrigerators, freezers, walk-in coolers, prep tables, and dishwashers

Exhaust hoods, fire suppression systems, and related installed kitchen fixtures

Food preparation tables, shelving units, and storage racks

Smallwares (pots, pans, utensils, knives, cutting boards, trays, etc.)

Plates, bowls, glassware, cutlery, and serving ware

On-hand food and beverage inventory (perishable and non-perishable) located at the restaurant on the Effective Transfer Date, unless specifically excluded

3.3 Technology, Systems, and Intangible Assets (If Included)

If agreed by the parties, the Restaurant Assets may also include:

• POS software licenses and restaurant management systems used primarily for the restaurant

• Restaurant trade name and branding associated with the Restaurant Name stated in Section 2

• Restaurant website, domain name, online ordering pages, and social media accounts used primarily for the restaurant

• Online delivery platform listings and profiles, to the extent transferable

• Customer contact lists, reservation records, and loyalty program data, to the extent transferable under applicable privacy laws

POS software licenses and restaurant management systems used primarily for the restaurant

Restaurant trade name and branding associated with the Restaurant Name stated in Section 2

Restaurant website, domain name, online ordering pages, and social media accounts used primarily for the restaurant

Online delivery platform listings and profiles, to the extent transferable

Customer contact lists, reservation records, and loyalty program data, to the extent transferable under applicable privacy laws

3.4 Other Included Assets

Other Restaurant Assets included in this Bill of Sale:

• [Other Included Assets]

4. Excluded Assets

The following items are not included in this sale and remain the property of Seller (the “Excluded Assets”):

• Cash in bank accounts or cash on hand (unless specifically listed as included)

• Accounts receivable of Seller (unless specifically listed as included)

• Personal property of Seller or Seller’s employees not listed as Restaurant Assets

• Any leased or rented equipment not owned by Seller, unless expressly listed as included

• Any assets specifically listed here as excluded: [Excluded Items]

• Any other assets not expressly included in Section 3

Cash in bank accounts or cash on hand (unless specifically listed as included)

Accounts receivable of Seller (unless specifically listed as included)

Personal property of Seller or Seller’s employees not listed as Restaurant Assets

Any leased or rented equipment not owned by Seller, unless expressly listed as included

Any assets specifically listed here as excluded: [Excluded Items]

Any other assets not expressly included in Section 3

5. Purchase Price and Payment

5.1 Purchase Price

The total purchase price for the Restaurant Assets (the “Purchase Price”) is:

Purchase Price: [Purchase Price Amount and Currency]

5.2 Payment Acknowledgment

Seller acknowledges receipt from Buyer of the Purchase Price as follows:

Amount and Method of Payment: [Amount and Payment Method]

Date of Payment: [Date Payment Made]

If any portion of the Purchase Price remains unpaid as of the date of this Bill of Sale, the unpaid portion and repayment terms are:

Unpaid Portion (if any): [Unpaid Amount and Currency]

Payment Terms: [Payment Schedule, Due Dates, and Payment Method]

6. Transfer of Title, Possession, and Risk

6.1 Transfer Date

Title to the Restaurant Assets transfers from Seller to Buyer on:

Effective Transfer Date: [Transfer / Closing Date]

6.2 Possession

Seller has delivered, or will deliver, possession of the Restaurant Assets to Buyer on or before the Effective Transfer Date at:

Asset Location / Delivery Address: [Restaurant Address or Other Address]

6.3 Risk of Loss

Risk of loss or damage to the Restaurant Assets passes from Seller to Buyer on the earlier of:

• The Effective Transfer Date; or

• The time Buyer takes possession of the Restaurant Assets.

The Effective Transfer Date; or

The time Buyer takes possession of the Restaurant Assets.

7. Condition of Restaurant Assets

The Restaurant Assets are sold and transferred to Buyer on the following basis:

The Restaurant Assets are sold “as-is,” “where-is,” and “with all faults.” Seller does not make any warranties, express or implied, regarding condition, performance, merchantability, or fitness for a particular purpose, except for the ownership and authority representations in Section 8.

If the parties agree on any specific limited condition warranties, they may be described here:

Limited Warranties (if any): [Limited Warranty Description or “None”]

8. Seller’s Representations and Warranties

Seller represents and warrants to Buyer that, as of the Effective Transfer Date:

• Seller is the lawful owner of the Restaurant Assets being transferred under this Bill of Sale, or otherwise has the right to transfer them.

• The Restaurant Assets are free and clear of all liens, pledges, and security interests, except as disclosed below.

• Seller has the power and authority to execute this Bill of Sale and to transfer the Restaurant Assets to Buyer.

Seller is the lawful owner of the Restaurant Assets being transferred under this Bill of Sale, or otherwise has the right to transfer them.

The Restaurant Assets are free and clear of all liens, pledges, and security interests, except as disclosed below.

Seller has the power and authority to execute this Bill of Sale and to transfer the Restaurant Assets to Buyer.

Liens or Encumbrances on Restaurant Assets (if any): [Description or “None”]

9. Buyer’s Representations

Buyer represents to Seller that:

• Buyer has the power and authority to enter into this Bill of Sale and to purchase the Restaurant Assets.

• Buyer has paid, or will pay, the Purchase Price as stated in Section 5.

Buyer has the power and authority to enter into this Bill of Sale and to purchase the Restaurant Assets.

Buyer has paid, or will pay, the Purchase Price as stated in Section 5.

10. Lease, Premises, Licenses, and Permits (Reference Only)

The parties acknowledge that this Bill of Sale concerns the Restaurant Assets only. The premises lease, business licenses, and permits (including any liquor license, food service permits, and health approvals) are handled separately.

If applicable, related agreements may include:

• Commercial lease or lease assignment regarding the restaurant premises dated [Lease or Assignment Date]

• Agreements or applications to transfer or obtain required licenses and permits

Commercial lease or lease assignment regarding the restaurant premises dated [Lease or Assignment Date]

Agreements or applications to transfer or obtain required licenses and permits

Nothing in this Bill of Sale alone assigns a real property lease or guarantees any licensing or regulatory approvals.

11. Taxes, Fees, and Costs

The parties agree that:

• Any transfer, sales, or value-added taxes specifically applicable to this sale of Restaurant Assets will be paid by: [Seller / Buyer / Shared – specify].

• Each party is responsible for its own income, profit, or capital gains taxes resulting from this sale.

• Each party will bear its own legal, accounting, and advisory costs, unless they agree in writing to a different allocation.

Any transfer, sales, or value-added taxes specifically applicable to this sale of Restaurant Assets will be paid by: [Seller / Buyer / Shared – specify].

Each party is responsible for its own income, profit, or capital gains taxes resulting from this sale.

Each party will bear its own legal, accounting, and advisory costs, unless they agree in writing to a different allocation.

12. Relationship to Other Agreements (If Any)

If this sale of Restaurant Assets is part of a larger transaction:

• This Bill of Sale may be delivered pursuant to a Restaurant Asset Purchase Agreement or other written agreement dated [Agreement Date].

• If there is a direct conflict between this Bill of Sale and that written agreement, the terms of the written agreement will control to the extent of the conflict.

This Bill of Sale may be delivered pursuant to a Restaurant Asset Purchase Agreement or other written agreement dated [Agreement Date].

If there is a direct conflict between this Bill of Sale and that written agreement, the terms of the written agreement will control to the extent of the conflict.

13. Governing Law

This Bill of Sale is governed by the laws of:

Governing Law: [State/Province, Country]

14. Entire Bill of Sale and Amendments

This Bill of Sale records the parties’ understanding with respect to the sale and transfer of the Restaurant Assets described in it. Any change to this Bill of Sale must be in writing and signed by both Seller and Buyer.

Signatures

Seller:

Signature: _______________________________

Printed Name: [Seller Full Legal Name]

Title (if signing for a business): [Seller Title]

Date: [Date Signed by Seller]

Buyer:

Signature: _______________________________

Printed Name: [Buyer Full Legal Name]

Title (if signing for a business): [Buyer Title]

Date: [Date Signed by Buyer]

Witnesses (If Used)

Witness 1:

Signature: _______________________________

Printed Name: [Witness 1 Full Legal Name]

Address: [Witness 1 Address]

Date: [Date Signed by Witness 1]

Witness 2 (if required):

Signature: _______________________________

Printed Name: [Witness 2 Full Legal Name]

Address: [Witness 2 Address]

Date: [Date Signed by Witness 2]

Notary Acknowledgment (If Required)

State/Province of [State/Province]

County of [County]

On [Notarization Date], before me, [Notary Full Name], a Notary Public, personally appeared [Seller Full Legal Name] and [Buyer Full Legal Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Restaurant Bill of Sale for the purposes stated in it.

Notary Public Signature: _______________________________

Notary Public Printed Name: [Notary Full Name]

My Commission Expires: [Commission Expiration Date]

Notary Seal: ☐