Buyers often ask for a sample gas station purchase agreement. Templates exist, but fuel retail carries clauses that generic business-sale forms simply do not contain — and those clauses are where the risk sits.
This article walks through the structure of a station purchase agreement and the provisions that matter most. Have counsel draft the actual document; use this as a checklist. See also legal requirements to buy a gas station.
Structure and Standard Provisions
A station purchase agreement identifies the parties and whether the deal is an asset purchase or an equity purchase, describes the assets including real estate, tanks and equipment, inventory, intangibles, and assumed contracts, and states the price with its allocation across categories.
It then covers deposit and escrow, the diligence period and access rights, representations and warranties, covenants for the interim operating period, closing conditions, closing deliverables, indemnification with survival periods and caps, and default and remedies.
The Fuel-Retail Specific Clauses
Environmental provisions come first: seller representations about discharges and compliance, allocation of pre-closing contamination liability, rights to conduct Phase I and Phase II assessments, escrow holdback for known conditions, and eligibility or status under any state cleanup program.
Then tank and equipment provisions covering registration transfer, testing and compliance records delivery, and condition warranties. Then supply agreement assignment or termination with supplier consent as a closing condition, license and permit transfer cooperation, fuel and store inventory counting and pricing at closing, and lottery, ATM, and car wash contract treatment.
Where Buyers Get Hurt
The recurring failures are the same: no environmental indemnity or holdback, no closing condition on supplier consent, inventory valuation left undefined, an interim covenant that does not stop the seller from running down inventory or deferring maintenance, and indemnity survival too short to catch a problem that only appears after a season of operation.
Add a non-compete with sensible geography and duration, and a transition and training period. Then have a fuel-retail attorney draft it. See legal counsel for petroleum retail acquisitions.
Frequently Asked Questions
Speak With a Florida Gas Station Specialist
Request a confidential consultation or off-market opportunities and pricing through our contact page, or call +1-305-518-1545. The Gas Station Group is headquartered at 8603 S Dixie Hwy, Miami, FL 33143. Principal: Bobby Berrido.