Bulk Sale
Agreement, Simple
____________, referred
to as SELLER, and ___________, referred to as BUYER, agree:
SELLER shall sell to
BUYER the following goods:
______________________________________________________________
The total purchase
price shall be $_______ (_________________ _______ &___/100 dollars). The
BUYER shall pay a deposit of $ ______ (_____________&___/100 dollars) no
later than _____________, 20___. The balance of the purchase price shall be
paid no later than _____________, 20___. Delivery of the same shall take place
on no later than
_____________, 20___,
at _______________, ____________________,
______________.
This sale shall be
pursuant to the Section 6 of the Uniform Commercial Code (referred to herein as
the “Bulk Sales Law”) of the State of ____________.
SELLER shall provide to
BUYER a complete and sworn list of creditors, including those who assert
claims, but which are disputed by SELLER, even if those claims are groundless
or false.
The SELLER shall be
under a continuing duty to supplement the list of creditors if there are any
changes or new claims asserted, even if the same are groundless or false.
At least _________ days
before the closing scheduled herein, the BUYER shall give notice of the
transfer, as is provided in the Bulk Sales Law, to all creditors, including
those who are listed as disputed. The SELLER shall fully cooperate with BUYER
in the mailing of the notices and the provision of information necessary to
complying with the provisions of the Bulk Sales Laws.
There are no liens upon
the property to be sold by BUYER, and BUYER shall indemnify the SELLER from the
claims of any entities to the sold goods.
The risk of loss to the
property shall be borne by the SELLER until closing. In the event that 3%
(three percent) or less of the value of the goods are lost, at the option of
BUYER, the BUYER may either deduct the value of the damaged goods, or may
accept an assignment of insurance proceeds, and pay the full contract price.
In the event that more
than 3% (three percent) of the value of the property is destroyed, the BUYER
shall have the right to rescind this contract, or to close, and to accept an
assignment of insurance proceeds.
Each party represents
to the other that there are no brokers or agents employed in relation to this
agreement.
Time shall be of the
essence in this agreement.
This contract
constitutes the entire agreement between the parties and there are agreements,
express or implied, that are not stated herein. This agreement may only be
modified by a writing executed by both parties herein.
Dated:
_______________________________
__________________________,
by Buyer
__________________________,
by Seller
Bulk Sale Agreement,
Simple
Review List
This review list is provided to inform you about this
document in question and assist you in its preparation. A bulk sale has the advantage of not making
the buyer potentially liable for debts of the seller. The goods themselves, however, can be
attached if any of the seller’s creditors have claims against them. For this reason, the buyer should beware of
any potential liabilities of this kind and investigate thoroughly the
possibility that any such claims may arise.
Getting indemnification from the seller is a wise idea; however, the
indemnification is only as good as the creditworthiness of the Seller.
1.
Make multiple copies. Consider getting expert legal advice as to
the risks involved in bulk transfer before entering such agreements.
2.
Keep copies in the related files.
3.
Be sure proper notice is sent out to the
creditors, per the UCC notification requirements.
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