Bulk Sale Agreement

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					A Bulk Sales Agreement is an agreement that allows a person or entity to keep records
of the sale of goods by a business of its inventory. A Bulk Sales Agreement also
protects the purchaser from any potential claims made by creditors of the seller. The
agreement sets forth the date of delivery of the goods, the price, and the terms and
conditions. The agreement leaves a lot of the terms to UCC Section 6, the law
governing bulk sales. This agreement is useful for individuals or small businesses
wishing to enter into a Bulk Sales Agreement.
                       BULK SALE AGREEMENT (SHORT-FORM)

THIS BULK SALE AGREEMENT (the “Agreement”), made as of ___________ [Instruction:
Insert Date], by and between ___________ [Instruction: Insert Name of Buyer],
___________ [Instruction: Insert Address] (the “Buyer”) and ___________ [Instruction:
Insert Name of Seller], ___________ [Instruction: Insert Address] (the “Seller”).

WHEREAS Seller desires to sell the goods described below (henceforth, the “Goods”), subject
to the terms and conditions set forth below;

WHEREAS Buyer desires to purchase the Goods offered for sale by Seller, subject to the terms
and conditions set forth below;

NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth, the parties agree as follows:

1. Description of Goods. Seller agrees to transfer to Buyer all of Seller's right and interest in
the Goods, as are further described in Exhibit “A”, attached hereto and incorporated herein.

2. Delivery. Seller agrees to deliver possession of the goods to Buyer (“Delivery”) at
___________ [Instruction: Insert Location], on or before ___________ [Instruction: Insert
Date] at 05:00 pm (the “Delivery Date”).

3. Price. Buyer agrees to pay Seller a total purchase price of ___________ Dollars
($______)[Instruction: Insert Dollar Amount] in the following manner: ___________ Dollars
($______)[Instruction: Insert Dollar Amount] shall be payable upon execution hereof,
___________ Dollars ($______)[Instruction: Insert Dollar Amount] shall be payable at the
date of the complete Delivery of the Goods; and the remainder shall be payable no later than
___________ (___) days [Instruction: Insert Number of Days] following the Delivery Date.

4. UCC Section 6 Transaction. Construction of the terms used in this agreement shall be in
accordance with the Uniform Commercial Code (the “UCC”). Wherever the term “UCC” is
used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of
___________ [Instruction: Insert State], as effective and in force on the date of this agreement.
Except as otherwise provided herein, this transaction shall be governed by and is made in
accordance with Section 6 of the UCC.

5. Disclaimer of Warranties. THE GOODS ARE SOLD “AS IS” AND THE SELLER DOES
NOT WARRANT THAT THEY ARE OF MERCHANTABLE QUALITY, NOR FIT FOR
ANY PARTICULAR PURPOSE. THE SELLER MAKES NO EXPRESS OR IMPLIED
WARRANTY. TO THE EXTENT ANY WARRANTY IS DEEMED EXPRESSED OR
IMPLIED, SELLER DISCLAIMS SAID EXPRESS OR IMPLIED WARRANTY.

6. Warranty of Title. Seller affirms that Seller has good title to all of the Goods, and that there
are no outstanding liens, security interests, or encumbrances whatsoever on the Goods except as
otherwise indicated in Exhibit “A”.
7. Risk of Loss. Seller shall bear the risk of any loss, which was not specifically caused by the
Buyer, occurring prior to Delivery of the Goods. If there is a substantial loss before Delivery,
not caused by either party, then neither party shall have any obligation under this contract, except
that Seller shall refund any money paid under this Agreement by Buyer and Buyer will return
any Goods delivered to Buyer under this Agreement. If there is an unsubstantial loss, Buyer shall
have the option of enforcing this Agreement or terminating it. If Buyer elects to continue the
Agreement, Buyer will be entitled to deduct the reasonable value of the loss from the purchase
price.

8. Acceptance/Right To Inspect. Buyer shall have a reasonable opportunity to ascertain
whether the Goods conform to the quantity and description provided in Exhibit “A”. Failure to
inspect the goods prior to delivery will constitute a waiver by Buyer of all right to inspect.
Acceptance of the goods shall be final and irrevocable.

9. Right of Rescission. In the event that Seller fails to cooperate fully with Buyer in
effectuating compliance with UCC Article 6, Buyer shall have the right to terminate this
Agreement, in whole or in part.

10. List of Creditors. In accordance with UCC Article 6, Seller agrees to prepare and deliver to
Buyer, on or before ___________ [Instruction: Insert Date], a true and accurate list of creditors
(the “List”). The List shall, to the best of Seller’s knowledge, information and belief, include the
names and addresses of all creditors of the Seller, whether the creditor is a general or secured
creditor and the amounts owing. In addition, the List shall include the names of all persons who
are known to Seller to assert claims against Seller, even if such claims are disputed or contingent.
In the event that credit is extended to Seller, or claims are made against Seller, between the
signing of this Agreement and the Delivery Date, Seller will supply Buyer with an amended List
showing such new creditors and claimants.

11. Time is of the Essence. It is hereby acknowledged by the parties hereto that time is of the
essence with respect to the terms hereof. The parties hereby agree that if Delivery is not
completed on or before the Delivery Date, the Buyer shall to incur substantial economic damages
and losses of types and in amounts which are impossible to compute and ascertain with certainty
as a basis for recovery by the Buyer of actual damages, and that liquidated damages represent a
fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for such
delay, the Seller agrees that liquidated damages may be assessed and recovered by the Buyer, in
the event Delivery is completed beyond the Delivery Date without the Buyer being required to
present any evidence of the amount or character of actual damages sustained by reason thereof;
therefore the Seller shall be liable to Buyer for payment of liquidated damages in the amount of
___________ Dollars ($_____) [Instruction: Insert Amount] for each day that complete
Delivery is delayed beyond the Delivery Date. Such liquidated damages are intended to
represent estimated actual damages and are not intended as a penalty, and Seller shall pay them
to Buyer without limiting Buyer's right to terminate this agreement for default as provided
elsewhere in the Agreement.

12. Miscellaneous.
    A. In the event that any provision or part of this Agreement shall be deemed void or invalid
by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full
force and effect.

    B. This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.

    C. Any modification to this Agreement must be in writing and signed by the parties or it
shall have no effect and shall be void.

    D. This Agreement shall be governed in accordance with the laws of the State of
_____________, [Instruction: Insert State], applicable to agreements to be wholly performed
therein, with jurisdiction exclusive to the federal and state courts located in the County of
_____________ [Instruction: Insert County], State of ______________ [Instruction: Insert
State].

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
written above.


BUYER:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


SELLER:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
                                               Exhibit “A”

                                                 Goods

GOODS                  QUANTITY         DESCRIPTION/                     ENCUMBRANCES           (please
                                                                         provide            supporting
                                                                         documentation)
___________            _______          ___________ [Instruction: Insert ___________      [Instruction:
[Instruction: Insert   [Instruction:    Description]                     Insert Encumbrance Info]
Goods]                 Insert Amount]
___________            _______          ___________ [Instruction: Insert ___________      [Instruction:
[Instruction: Insert   [Instruction:    Description]                     Insert Encumbrance Info]
Goods]                 Insert Amount]
___________            _______          ___________ [Instruction: Insert ___________      [Instruction:
[Instruction: Insert   [Instruction:    Description]                     Insert Encumbrance Info]
Goods]                 Insert Amount]

				
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Description: A Bulk Sales Agreement is an agreement that allows a person or entity to keep records of the sale of goods by a business of its inventory. A Bulk Sales Agreement also protects the purchaser from any potential claims made by creditors of the seller. The agreement sets forth the date of delivery of the goods, the price, and the terms and conditions. The agreement leaves a lot of the terms to UCC Section 6, the law governing bulk sales.  This agreement is useful for individuals or small businesses wishing to enter into a Bulk Sales Agreement.