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Home tools Buyer's Guides from tech enthusiast who loves technology and clever solutions for better living.
Home tools Buyer's Guides from tech enthusiast who loves technology and clever solutions for better living.
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Top Of The Best Holdbacks Reviewed In 2018Last Updated March 1, 2019
№1 – 2 Pair Classic European Curtain Buckle Home Office Decorative Drapes Holdbacks Holders with Strong Magnetic,Curtain Tiebacks Gray
№2 – ANJEE Hand Knitting Window Curtain Tiebacks, 2-Pack Cotton Rope Holdbacks for blackout Curtains and Draperies, Beige
№3 – Bali Blinds Generic Holdbacks, White
A pair of decorative holdbacks to accompany the John Lewis black curtain pole ranges.
Polished to a smooth finish, this range of jet black curtain poles and accessories will introduce a good-looking monochrome element to your décor. Discreet when paired with a neutral palette and chic when styled with fabulously luxe soft furnishings and trimmings, it creates a winning look in a contemporary home.
Once you test-drive the car or truck of your dreams at the first dealership you visit, it might be difficult to tell the salesman that you want to shop around. A good salesperson will understand that; an aggressive salesperson will not. Choose at least three different dealerships to visit and take your time. Keep in mind that when it comes to new cars, every dealer pays the same amount to buy that car from the manufacturer. Don’t pass on smaller dealerships thinking that big city dealers will give you the best price.
Do Your Research
Research car prices, rebates, incentives, and holdback at Internet websites such as Edmunds, NADA, and Kelley Blue Book. Nothing is better than that information in black and white from a reliable source, so print out your research and take it with you. Remember that your research will ensure that you will get the best deal on the car or truck you want.
What You Can’t Negotiate
On the dealer invoice you’ll also see a line item called destination charge. Depending on where you live, the destination charge is the cost the dealer pays to ship the vehicle to their lot. This is an expense for the dealer so don’t ask them to deduct it from the selling price.
Most dealers and their salespeople love what they do and no one should expect them to sell their products and make nothing. You might not get all the deductions off that selling price, but if you ask, you’ll get some of them. Be firm on what you can afford to pay for that car and if the salesperson tells you they can’t do it, visit another dealership because they probably will. Selling cars is a competitive game, but with a little research, you have the upper hand when it comes to buying a car and getting a monthly payment that you can afford.
Take-Aways from the Due Diligence Process
Timing – Depending on the nature and complexity of the business, the due diligence phase when selling a business can take anywhere from a couple of weeks to a month or two. In this time, as a seller, it is important to be as cooperative as possible with the buyer so that the process can run its course smoothly.
Be Honest When Selling a Business – As a seller, if you know there are certain considerations or concerns with your business, be upfront and disclose them at the outset. The last thing you want is a buyer to discover it in the due diligence process. It not only hurts your credibility as a seller, but if the buyer decides to proceed with the transaction, he will likely exaggerate the risks to reduce the purchase price or extract value in some other way (i.e. negotiating a very buyer friendly contract). To put it bluntly, if you are selling a business, be upfront with the potential buyer of any known issues you are aware of related to the business.
Always Have an NDA in Place – Your information is your secret sauce. This means that when you are disclosing information to a prospective buyer, you should always have a non-disclosure agreement (NDA) in place. An NDA provides two main benefits to the seller. First, it ensures that information you share about your business will not be disclosed to third parties. Second, it ensures that information you share will not be used for any purpose, other than what is stated in the NDA (i.e. entering into a transaction). Said differently, a prospective buyer who learns information about your business will not be able to use that information to give him or her a competitive advantage.
Take-Aways when Structuring a Transaction
THE DEFINITIVE SALE DOCUMENTATION – PROVISIONS YOU SHOULD UNDERSTAND
Regardless of the form the transaction takes when selling a business, the definitive sale documentation will generally contain a common set of provisions, which include (i) purchase price & purchase price adjustments, (ii) representations & warranties, (iii) covenants, (iv) conditions to closing, (vi) indemnification provisions and (vi) termination provisions. When selling a business, it is important to understand what these provisions actually mean to you as the main purpose of an agreement (other than documenting the sale) is to allocate risk appropriately between the buyer and the seller.
Set forth below are the provisions in a purchase agreement that you should understand:
Representations & Warranties
In an ideal world, a buyer wants to allocate as much risk to the seller as possible. This means that a buyer would prefer “flat” or “clean” representations, which are black and white. For example, the above statement, “the company has complied with all applicable laws relating to the business,” is a clean representation. Either the company has complied or it has not.
A seller wants to qualify representations as much as possible so that he or she can comfortably make the representation, without foot faulting. There are three main ways to qualify a representation, which are, (i) adding materiality thresholds, (ii) knowledge thresholds or (iii) lookback periods. To use the above example again, it could be phrased in the following manner “to the knowledge of the seller, the company has complied with all applicable laws relating to the business.” So now, even if the company has not complied with an applicable law, as long as the seller did not know of the non-compliance, the statement would still be true and a buyer would not have a claim.
The appropriateness of including qualifiers for certain types of representations is often highly negotiated between the attorneys. While most parties perceive this as wordsmithing or lawyers “over lawyering,” these slight word changes can mean all the difference between breaching a representation (and the resulting potential liability that ensues) or not.
Covenants are promises to do or refrain from doing something. There are essentially two types of covenants – covenants that operate between the signing and closing of a transaction and covenants that continue in effect following the closing.
If there is a period between signing the transaction and closing the transaction, common covenants a buyer will likely require are: (i) seller operating the business in the ordinary course, (ii) giving buyer and its representatives access to certain information (iii) obtaining consents, for instance, if there is a real estate lease that requires the consent of the landlord in order transfer the lease to the buyer, and (iv) further assurances to consummate the transaction.
Covenants that remain in effect post-closing include, among others, confidentiality, publicity and non-compete covenants. A non-compete covenant is a covenant whereby the seller agrees to not undertake any activities that are competitive with the business being sold. In effect, a buyer wants to know that a seller selling a business is not going to re-enter the same business shortly after selling. If you are a seller, you should pay careful attention to how broadly or narrowly “competitive business” is defined as. In addition, you will want to limit the geographic scope and duration of the non-compete.
If there is a period between signing and closing, the purchase agreement will include a set of conditions that will be required to be fulfilled (or waived) in order for the transaction to close. Common closing conditions include:
Bring-Down of Representations & Warranties – A representation is made as of a specific time, namely at the time the agreement is signed. The buyer will want the seller to “bring-down” the representations and warranties to the closing. In other words, the buyer wants to know that the representations and warranties made as of the signing still hold true as of the closing.
Compliance with Covenants – Similarly, a buyer will want assurance from the seller that any covenants required to be performed prior to the closing have been satisfactorily performed.
Consents – If there are any contracts that require the consent of the counterparty to properly be transferred to the buyer, a buyer will likely make obtaining such consents a condition to closing.
Resignations – If the buyer is purchasing the entity (as in the case of a stock purchase), he will likely want the existing directors and/or officers of the company to resign at closing.
No Legal Impediments – Both parties want assurances that there are no legal impediments prohibiting the sale. Therefore, it is common to include a condition to closing that no governmental authority has enacted any law or issued any order that would prohibit the consummation of the transaction.
An indemnity is a provision where one party contractually agrees to cover the losses of another party in specified circumstances. When selling a business, it is common for the buyer to require the seller to indemnify the buyer for losses incurred related to (i) breaches of representations and warranties made by the seller and/or the company and (ii) the seller’s failure to perform covenants. While indemnification provisions are thought to be a buyer friendly provision since the seller is contractually agreeing to cover losses up front, it can actually be an asset to the seller. The reason is that related provisions associated with an indemnity set boundaries on the scope and amount of liability a seller could face if there is a breach of the agreement. Below is a description of those provisions:
Deductibles/Tipping Basket – If you are a seller, one way to mitigate against claimed losses is to require a deductible if there is a loss. This is akin to a deductible before being able to utilize your medical insurance. If there is a claimed loss, say for a breach of a representation, the seller will not be required to cover the loss if the claim is less than the deductible. One caveat is that if there is a deductible concept included, the buyer will likely push for a “tipping basket” formulation of the provision, which means that if there is a claim in excess of the deductible, the seller will have to cover losses from the first dollar, that is, the amount of the deductible and any excess loss. The seller friendly formulation would require the seller to only cover losses in excess of the deductible.
Survival Periods – Another way for the seller to control the scope of liability is to limit the time frame when claims can be made if there is a breach. This concept is known as a “survival period.” When selling a business, it is common to limit the survival period of non-fundamental representations to a period of to years. For instance, suppose a seller represented to the buyer that there were no liens on any assets of the business. Assume further that the survival period was one year. In year 2, the buyer finds out that there is a lien on some printers at the office and it will cost some amount of money to have them removed. Since the survival period has lapsed, the buyer is prevented from making a claim. It is important to note that most “fundamental” representations (i.e. representations that are foundational to the transaction), are exempt from this survival limitation and are instead tied to the applicable statute of limitations. A good example of a fundamental representation is ownership of the shares being acquired. If the seller actually didn’t own the shares, that is a pretty big deal.
Caps – Yet another way a seller can limit losses is to include a “cap” or upper limit on liability. Usually the cap is a percentage of the purchase price for breaches of non-fundamental representations and up to the purchase price for breaches of fundamental representations.
Fraud Exceptions – While the above provisions limit the seller’s overall potential liability, it is important to note that most agreements will make clear that these protections do not apply if the losses were the result of fraud or willful misconduct of the seller.
GET FREE QUOTES
Disclaimer: This article is not a substitute for professional legal advice. This article does not create an attorney-client relationship, nor is it a solicitation to offer legal advice. Seek the advice of a licensed attorney in the appropriate jurisdiction before taking any action that may affect your rights.
Whether or not you believe it, a dealership is still a relationship business. Salespeople very much enjoy building a relationship with their clients. If you storm into a motorcycle dealer with your fists up ready to battle, they are not likely to give you any special treatment. Visit the dealership you want to buy from multiple times and introduce yourself to the General Manager. Chat about bikes with different salespeople and find someone you like. Give them your contact information and stay in touch to discuss your future purchase. When the deal is ready to be inked you will have a lot of allies, not enemies.
Dealer Handling is Sacred
The joke was that if Jesus himself walked in to buy a new bike, he would be charged D There are many state laws that prevent “discrimination” on D, so don’t act surprised if they do not budge on that fee. It’s a sacred fee that cannot be avoided. You can, however, ask for them to take it out of the assembly and delivery fee, which is usually higher and less than necessary with the way bikes are shipped now. You can also offer to pay the set up fees up front in cash in exchange for a discount.
Financing is Important
Unless you have a large wad of cash burning a hole in your pocket, normal people usually finance vehicle purchases. Understand how APR, term, finance reserve, and buy rate works before walking into the finance office. The standard operating procedure is for them to fire your information off to about 5-lenders in order to find the best rate, then they add “points” on top of it and sell it back to you at a higher rate. This is how the dealer makes money on financing.
There are legal limits on how high they can mark up the rate, and the OEM financing can often be deceiving. Be smart and save yourself some time and money by shopping for financing before coming to the dealership. The credit score you pull for free is going to be completely different than the credit score they use for purchasing vehicles, so it’s always best to have your financing prepared beforehand. Avoid expensive service contracts, but seriously consider GAP insurance if you’re not putting any money down.
Above all things, just remember that dealers are truly interested in making you happy, and as long as you aren’t hostile or rude, they will try to reach a scenario where you get a great deal while they make a profit. It works best when you are educated and they are honest. Good luck!
Dealer Holdback = Up to 3% of MSRP or Factory Invoice
Depending on the manufacturer, the holdback percentage will be somewhere between 0-3% of the MSRP or invoice price. The dealer is reimbursed holdback from the manufacturer after the vehicle is sold. It’s usually totaled from all the vehicles sold within a specific time frame and sent from the manufacturer to the dealer on a quarterly basis.
Current New Car Dealer Holdback Percentages 2018
Below is a list of the current new car manufacturers, and their dealer holdback percentages. Some of the dealers listed are no longer in business or have been phased out. I’ve left the last known holdback rates for them for students doing research.
How to Figure Dealer Holdback on Any New Car
There are four different ways holdback is calculated on a new vehicle:
Base Invoice – Figured from base invoice before any options.
Total Invoice – Include invoice price of all options before figuring holdback.
Base MSRP – Figured from the MSRP before any added options.
Total MSRP – Calculated from total MSRP with all options included.
Most foreign manufacturers like Toyota, Nissan, and Honda will calculate dealer holdback as a varible percentage of the base invoice, total invoice, base Manufacturer Retail Price (MSRP), or total MSRP (sticker price).
Domestic manufacturers like General Motors, Ford, and Chrysler offer car dealers a holdback of 3% of the total MSRP of the new car. Some manufacturers like BMW, Audi, and Porsche offer no dealer holdback to a car dealer.
Total dealer holdback amount
Total Invoice: You must add all the factory added options and package costs together for a total invoice cost before multiplying the percentage for the total dealer holdback amount.
Dealer holdback (BEFORE any manufacturer added options)
Recommended Sites for Online Car Shopping
CarClearanceDeals and CarsDirect are the quickest way to compare new car prices in your local area. These online sites will provide you with free, no-obligation price quotes, and the discounts you receive will give you confidence on your next new car purchase. Walk away from the dealership knowing you received a good deal, not hoping you did.
How to Figure Out a Dealer’s True Cost
Despite what you may have read on other sites, there is no way to know for sure what a dealer’s true cost is for each vehicle they sell.
There are simply too many hidden variables involved. For example, the dealer’s financing cost increases by a small amount each day a car goes unsold. You would need to find out how many days that car has been sitting on the lot, in addition to knowing some other hidden costs and possible kick-backs they receive from the manufacturer. It’s nearly impossible.
The good news, however, is that we can get a very good idea of a dealer’s true cost – it simply involves things: Invoice price, Holdback, and Factory-to-dealer incentives.
Dealer holdback is something that most dealers don’t like to acknowledge – because it’s basically a hidden profit. Holdback is usually an amount equal to 1% to 3% of the MSRP price. The dealer gets reinbursed for this amount by the manufacturer for each vehicle they sell.
Factory to Dealer Incentives
A major factor that can affect a dealer’s true cost are incentives they receive from the factory. Each car manufacturer offers their own version of incentives, called “dealer cash” or “dealer allowance”, which encourage dealers to sell more vehicles.
Many of these programs involve monthly sales goals which can add several hundred dollars profit for each vehicle sold.
True Dealer Cost
Although the vehicle you’re interested in may not have such high hidden incentives, the point is – dealers do have access to these hidden profit sources, so next time they complain they’re not making any money on the deal, you can point these out.
First of all thanks for reading my article to the end! I hope you find my reviews listed here useful and that it allows you to make a proper comparison of what is best to fit your needs and budget. Don’t be afraid to try more than one product if your first pick doesn’t do the trick.
Most important, have fun and choose your Holdbacks wisely! Good luck!
So, TOP3 of Holdbacks
- №1 — 2 Pair Classic European Curtain Buckle Home Office Decorative Drapes Holdbacks Holders with Strong Magnetic,Curtain Tiebacks Gray
- №2 — ANJEE Hand Knitting Window Curtain Tiebacks, 2-Pack Cotton Rope Holdbacks for blackout Curtains and Draperies, Beige
- №3 — Bali Blinds Generic Holdbacks, White