Inventory is the biggest number and the biggest negotiation
In a jewelry store, you are often buying more inventory than business. Diamonds, gold, and finished pieces can represent more of the asking price than the goodwill or cash flow does. Have the inventory appraised independently at wholesale and melt value, not at the retail tag, and separate dead stock from sellable goods. Structure the inventory as its own line in the deal, ideally at cost or on consignment, so you are not financing aged display cases at retail prices.