What should I check before buying a contract (OEM) manufacturer?
Check who owns the moulds, dies and fixtures, whether each customer will keep approving the plant under a new owner, what the supply agreements say about a change of control or price reductions, and how much of the work rests on a small number of customers.
A contract manufacturer makes parts or finished goods for other companies, often under their brand. That shapes what you are really buying. Customer relationships and approvals are worth examining as closely as the building. The general manufacturing checks still apply. This page covers the questions that matter most when the customers are other businesses that hold a lot of power over the plant.
Who owns the tooling
Moulds, dies, jigs and fixtures are expensive, and customers often own them even though they sit on the shop floor. Ask for a list of every tool and who holds title. Ownership depends on the contract, so confirm it with your lawyer. Match the list against the equipment the seller says is included in the sale, and ask your lawyer how ownership is documented.
Approved-supplier status
Many customers qualify a supplier through audits, certifications and sample approvals. Ask whether a change in ownership triggers a fresh review, who at each customer decides, and how long it has taken in the past. A buyer who meets key customers before closing, with the seller’s consent, can hear first-hand what the documents do not show.
Contract terms and customer reliance
Read each supply agreement for change-of-control wording, termination rights and price-down or rebate terms that squeeze margins over time. Then look at the customer list. If a couple of customers carry most of the volume, losing one changes the business. Our page on supplier concentration risk explains the idea from the supplier side.
- A tooling list with the owner of each item.
- Current approvals, audits and certifications.
- Every supply agreement, with amendments.
- Sales by customer over several years.
Related reading
15 pages on the same subject, grouped by topic.
Due diligence
Buying
- GuideHow do I buy a manufacturing business in Ontario?
- Expert answerWhat should I check before buying a wholesale distribution business?
- GuideBuying an auto parts wholesale distributor in Canada
- Expert answerWhat should I check before buying a clothing manufacturer or cut-and-sew factory?
- Expert answerShould I buy an existing clothing manufacturer or start one?
- Expert answerHow can I tell if a sewing or cut-and-sew business is actually profitable?
- Expert answerHow do I check the industrial sewing machines before buying a garment business?
- Expert answerHow do I find a garment or sewing business for sale?
Selling
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
- 02Business Development Bank of CanadaGovernmentHow to diversify your supply chain
- 03Business Development Bank of CanadaGovernmentMajor pitfalls to avoid when negotiating a purchase agreement
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