Bulk Sale Agreement

How To Use

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 credit worthiness of the Seller.

This review list is provided to inform you about this document in question and assist you in its preparation.

  • Make multiple copies. Consider getting expert legal advice as to the risks involved in bulk transfer before entering such agreements.
  • Keep copies in the related files.
  • Be sure proper notice is sent out to the creditors, per the UCC notification requirements.

Bulk Sale Agreement

________________________________, 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.