What comes with the sale of a cleaning products manufacturer?
A buyer should see written into the deal the formulas and batch records, customer accounts and private-label contracts, brand names and label artwork, mixing and filling equipment, and inventory and packaging. Some items often stay with the seller, such as cash, personal vehicles and any equipment that is leased or belongs to a customer.
In a cleaning products maker, several things cannot be seen on a tour: how each product is made, who buys it and whose name is on the label. Equipment and stock are easy to count. The rest has to be named in the purchase agreement, or the buyer may find that the seller kept a copy or that nobody ever owned it.
Formulas, records and know-how
Ask for every formula, the batch records and the supplier specifications for raw materials. Find out who developed each formula and whether a chemist, contractor or customer has any claim to it. Ask how the know-how is protected, and have your lawyer look at confidentiality terms with staff. The buyer should leave with the full set, not a summary.
Customers, contracts and brands
List the customer accounts and read the private-label contracts, since a brand owner may have a say over a change of ownership. Confirm who owns the product names, label artwork and any website or domain. Where a customer owns its own label design, the maker may be only a supplier. Our page on checking a cleaning company’s contracts shows the habit of reading contracts early.
Equipment, stock and what stays
Walk the floor with an equipment list: mixing vessels, pumps, filling and capping lines, labelling gear and storage. Mark what is leased or financed. Count inventory and packaging, and ask how slow-moving or expired stock will be treated. Agree in writing what the seller keeps, such as cash and personal items. See also what product liability comes with buying a business.
Related reading
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Due diligence
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Business Development Bank of CanadaGovernmentHow to conduct due diligence when buying a business
- 02Canadian Intellectual Property OfficeGovernmentTrade secrets
- 03Canadian Centre for Occupational Health and Safety (CCOHS)GovernmentWHMIS - General
- 04Business Development Bank of CanadaGovernmentWhat is inventory
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