[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-bulk-sale-agreement-D1231":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":526},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"BULK SALE AGREEMENT This Bulk Sale Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Sellers\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] THEREFORE, the parties agree as follows: AGREEMENT TO SELL The Sellers shall sell to the Buyer, and the Buyer shall buy from the Sellers, all of that certain stock of goods, wares and merchandise belonging to the Sellers, and now located at [location], together with all furniture and fixtures therein, belonging to the Sellers. COMPANY CLOSED FOR INVENTORY Upon the execution and delivery of this contract, properly signed and executed, and the payment of the earnest money hereinafter mentioned, the location shall be closed temporarily, and an inventory taken immediately, and delivered to the Buyer, at the invoice cost [AMOUNT], without including transportation charges or expenses, deducting, however, any depreciation on account of damages, wear and tear. INVOICE VALUATION OR ARBITRATION The goods, wares and merchandise and furniture and fixtures shall be inventoried at [location]. TIME TO COMPLETE INVENTORY Ten days shall be allowed to complete the inventories, upon which date all of the property shall be thereupon delivered by the Sellers to the Buyer. LIQUIDATED DAMAGES ",null,"Bulk Sale Agreement","2",34,"doc","https://templates.business-in-a-box.com/imgs/1000px/bulk-sale-agreement-D1231.png","https://templates.business-in-a-box.com/imgs/250px/1231.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1231.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Sales & Marketing","/templates/sales-marketing/",{"label":20,"url":21},"Marketing & Sales Contracts","/templates/marketing-sales-contracts/","bulk sale agreement","Bulk Sale Agreement Template","https://templates.business-in-a-box.com/imgs/400px/1231.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Sales & Purchase","/templates/sales-and-purchase/",[38,42,46,50,54,58,62,66,70,74,78,82,86,103,121,139,152,167],{"label":39,"url":40,"thumb":41,"extension":10},"Bulk Sale Notice","/template/bulk-sale-notice-D1232","https://templates.business-in-a-box.com/imgs/250px/1232.png",{"label":43,"url":44,"thumb":45,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"label":47,"url":48,"thumb":49,"extension":10},"Conditional Sale Agreement","/template/conditional-sale-agreement-D1235","https://templates.business-in-a-box.com/imgs/250px/1235.png",{"label":51,"url":52,"thumb":53,"extension":10},"Sale Agreement for International Goods","/template/sale-agreement-for-international-goods-D12553","https://templates.business-in-a-box.com/imgs/250px/12553.png",{"label":55,"url":56,"thumb":57,"extension":10},"Sale of Shares Agreement","/template/sale-of-shares-agreement-D340","https://templates.business-in-a-box.com/imgs/250px/340.png",{"label":59,"url":60,"thumb":61,"extension":10},"Master Agreement Sale of Merchandise","/template/master-agreement-sale-of-merchandise-D1246","https://templates.business-in-a-box.com/imgs/250px/1246.png",{"label":63,"url":64,"thumb":65,"extension":10},"IP Sale Agreement","/template/ip-sale-agreement-D964","https://templates.business-in-a-box.com/imgs/250px/964.png",{"label":67,"url":68,"thumb":69,"extension":10},"Agreement of Purchase and Sale of Shares","/template/agreement-of-purchase-and-sale-of-shares-D322","https://templates.business-in-a-box.com/imgs/250px/322.png",{"label":71,"url":72,"thumb":73,"extension":10},"Agreement to Rescind Contract of Sale","/template/agreement-to-rescind-contract-of-sale-D1165","https://templates.business-in-a-box.com/imgs/250px/1165.png",{"label":75,"url":76,"thumb":77,"extension":10},"Agreement of Purchase and Sale of Business Assets","/template/agreement-of-purchase-and-sale-of-business-assets-D318","https://templates.business-in-a-box.com/imgs/250px/318.png",{"label":79,"url":80,"thumb":81,"extension":10},"Agreement of Purchase and Sale of Shares by Shareholder","/template/agreement-of-purchase-and-sale-of-shares-by-shareholder-D321","https://templates.business-in-a-box.com/imgs/250px/321.png",{"label":83,"url":84,"thumb":85,"extension":10},"Agreement of Purchase and Sale of Shares 2","/template/agreement-of-purchase-and-sale-of-shares-2-D320","https://templates.business-in-a-box.com/imgs/250px/320.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":101,"url":102},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[96,98],{"label":32,"url":97},"business-legal-agreements",{"label":99,"url":100},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":119,"url":120},"SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Testamentary Executor / Seller\"), an individual with his/her main address located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller is the owner of [NUMBER] common shares in the capital stock of the Corporation (the \"Shares\"); WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT]; WHEREAS the Corporation desires to purchase for cancellation and the Seller desires to sell the Shares; WHEREAS there are no reasonable grounds to believe that: (a) the Corporation is, or would after the payment of the purchase price be, unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation's assets would after said payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the Shares; WHEREAS the aforesaid purchase will result in a deemed dividend of [AMOUNT] for the purposes of the [COUNTRY] Income Tax [ACT/LAW/RULE]; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES PURCHASED AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Corporation hereby purchases for cancellation the Shares from the Seller, hereto present and accepting, and the Seller delivers to the Corporation certificates representing the Shares. The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE Upon filing by the Corporation of the election as set forth in Article [NUMBER] hereof, the Corporation will issue to the Seller a certificate representing [NUMBER] common shares of the Corporation (the \"Common Shares\") and a promissory note in the amount of [AMOUNT] (the \"Promissory Note\") in full payment of the Purchase Price. The parties hereto determine that the Common Shares and the Promissory Note have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Corporation that: the Shares are owned by the Seller by good and marketable title; the Seller is a resident of [COUNTRY] for the purposes of the Tax [ACT/LAW/RULE]; ELECTIONS","Share Purchase Agreement Deemed Dividend","4",56,"https://templates.business-in-a-box.com/imgs/1000px/share-purchase-agreement_deemed-dividend-D342.png","https://templates.business-in-a-box.com/imgs/250px/342.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#342.xml",{"title":6,"description":6},[113,116],{"label":114,"url":115},"Finance & Accounting","finance-accounting",{"label":117,"url":118},"Buy & Sell Shares","buy-sell-shares","share purchase agreement deemed dividend","/template/share-purchase-agreement-deemed-dividend-D342",{"description":122,"descriptionCustom":6,"label":123,"pages":124,"size":125,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":130,"keywords":137,"url":138},"EQUIPMENT PURCHASE AGREEMENT This Equipment Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS the Vendor is the owner of certain warehousing and related equipment located at [NUMBER], [NUMBER], [STATE/PROVINCE]; and AND WHEREAS the Vendor has agreed to sell to the Purchaser and the Purchaser has agreed to purchase from the Vendor the aforementioned warehousing equipment, upon and subject to the terms and conditions hereof; NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE CONDITIONS AND COVENANTS HEREIN CONTAINED, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: DEFINITIONS In this Agreement, unless specifically defined otherwise or the context otherwise requires, the following terms shall have the following meanings, and the terms elsewhere herein shall have the meaning there defined: \"Agreement\" means this Equipment Purchase Agreement including all schedules attached hereto, all of which are incorporated herein by reference and form part hereof and all amendments and supplements hereto and the terms \"herein\", \"hereof\", \"hereto\", \"hereunder\", and like terms refer to this Agreement; \"Closing\" means the completion of the sale to and purchase by the Purchaser of the Equipment under this Agreement by the transfer and delivery of documents of title thereto and the payment of the Purchase Price therefor in accordance with this Agreement; \"Person\" means any individual, corporation, partnership, trustee or trust or unincorporated association; \"Equipment\" means the warehousing and related equipment listed exhaustively in Schedule A hereto; \"Purchase Price\" means the purchase price to be paid by the Purchaser to the Vendor for the Equipment as provided for in Section 2.1 hereof. PURCHASE AND SALE The Vendor hereby sells, conveys and transfers the Equipment to the Purchaser and the Purchaser, in specific reliance on each and every representation and warranty of the Vendor herein contained, hereby purchases the Equipment from the Vendor for a total purchase price (the \"Purchase Price\") of [AMOUNT] payable as hereinafter set forth. The Purchase Price is payable in full concurrently with the execution of this Agreement and shall be paid by the Purchaser by certified check or bank draft issued by a [COUNTRY] chartered bank in the amount of [AMOUNT] [CURRENCY], and deposited to [NOTARY], in trust. The Vendor and the Purchaser hereby designate [NOTARY] as the mandatory designated to receive and disburse the Purchase Price in accordance with the provisions of the [CODE/LAW/RULE] of [COUNTRY/STATE/PROVINCE] regarding the sale of an enterprise (bulk sale). The Purchaser and the Vendor acknowledge and agree that the Purchase Price includes all applicable taxes, including goods and services tax and [FEDERAL/STATE/provincial] sales taxes. The Vendor hereby undertakes to remit all applicable taxes payable on the conveyance of the Equipment to the appropriate government authorities within the legally prescribed time limits. The Seller represents and warrants to the Purchaser that it is duly registered for purposes of the goods and services tax under the Tax [ACT/LAW/RULE] of ([COUNTRY/STATE/PROVINCE]) under the number [NUMBER]. The Purchaser represents and warrants to the Purchaser that it is duly registered for purposes of the goods and services tax under the Tax [ACT/LAW/RULE] of ([COUNTRY/STATE/PROVINCE]) under the number [NUMBER]. The Purchaser does not and shall not assume and shall be deemed not to assume any of the liabilities, debts or obligations of the Vendor, whether present or future, and whether or not relating to the Equipment. The Vendor shall execute and deliver to the Purchaser all such bills of sale, assignments, instruments of transfer, assurances, consents and other documents as shall be necessary effectively to transfer to Purchaser all Vendor's rights, titles and interest in, to and under, or in respect of the Equipment and shall effect such registrations, recordings and filings with public authorities as may be required in connection with the transfer of ownership to Purchaser of the Equipment. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE VENDOR The Vendor hereby covenants, represents and warrants to the Purchaser as follows: The Vendor is a corporation duly incorporated, property organized and validly subsisting in good standing under the [YOUR COUNTRY CORPORATION LAW]. The Vendor has the corporate power, authority and capacity to own its property and to carry on its business in the manner and to the extent currently carried on in all jurisdictions in which it presently carries on business and to carry out the transaction contemplated hereby. The execution and delivery by the Vendor of and the performance of its obligations under this Agreement and the completion by the Vendor of the transaction contemplated hereby will not result in the violation of any of [YOUR COUNTRY LAW] or regulation of [COUNTRY] or of the State/Province of [STATE/PROVINCE], or any order or decree of any court or tribunal to which the Vendor, the Purchaser or the Equipment are subject. This Agreement has been duly authorized, executed and delivered by the Vendor and is a valid and binding obligation of the Vendor enforceable in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency or other [YOUR COUNTRY LAW] of general application affecting the rights of creditors and except that specific performance is an equitable remedy which may only be awarded in the discretion of the court. The Equipment is owned by the Vendor by good and marketable title thereto, free and clear of all liens, hypothecs, pledges, security interests or other encumbrances whatsoever.","Equipment Purchase Agreement","6",79,"https://templates.business-in-a-box.com/imgs/1000px/equipment-purchase-agreement-D1146.png","https://templates.business-in-a-box.com/imgs/250px/1146.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1146.xml",{"title":6,"description":6},[131,134],{"label":132,"url":133},"Production & Operations","production-operations",{"label":135,"url":136},"Equipment Agreement","equipment-agreement","equipment purchase agreement","/template/equipment-purchase-agreement-D1146",{"description":140,"descriptionCustom":6,"label":141,"pages":124,"size":142,"extension":10,"preview":143,"thumb":144,"svgFrame":145,"seoMetadata":146,"parents":148,"keywords":147,"url":151},"WHOLESALE AGREEMENT This Wholesale Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME] (the \"Customer\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Seller\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] All sales made by [COMPANY NAME] (\"Seller\") to you (\"Customer\") are governed by these Terms and Conditions of Sale unless otherwise indicated by [COMPANY NAME] in writing. Please read these Terms and Conditions thoroughly before applying for wholesale pricing The Seller reserves the right to amend or modify these Terms and Conditions of sale at any time at its sole discretion. Seller shall not accept Customer's purchase orders unless and until Customer consents to these Terms and Conditions of Sale and completes the Wholesale Application. These Terms and Conditions of Sale as set forth in this document will govern all transactions between Customer and Seller. These Terms and Conditions of Sale also apply to all future transactions unless modified in writing signed by Seller and Customer. Distribution grant Seller hereby grants to Customer and Customer hereby accepts from Seller the non-exclusive right to distribute [COMPANY NAME] products subject to all terms and conditions set forth in this Agreement. Customer shall not, directly or indirectly, including through any agents, distribute, market, sell or solicit orders for any [COMPANY NAME] products on any of the third-party selling platform, including, but not limited to [SPECIFY]. Customer further covenants and agrees not to distribute, market or sell [COMPANY NAME] products to any person if the Customer knows or has any reason to believe that such [COMPANY NAME] product will be resold by such person, directly or indirectly, on any of the [SPECIFY] selling platform, including, but not limited to [SPECIFY]. If Customer becomes aware that any person to whom Customer supplies any [COMPANY NAME] product is marketing or selling, or is planning to market or sell, the [COMPANY NAME] product on any of the [SPECIFY] selling platform, including, but not limited to [SPECIFY], Customer shall immediately notify Seller and shall cease forthwith to supply such person with [COMPANY NAME] product. Method of ordering Once the Customer's account has been established and a Wholesale Agreement has been signed, [COMPANY NAME] will configure the Customer's account so that the customer has access to [COMPANY NAME] wholesale prices through the online store. The Customer must place the wholesale order online via our website and the wholesale account will only provide access to wholesale products. Acceptance of orders All orders placed by Customer are subject to Seller's acceptance. Seller hereby reserves the right to reject any order, in whole, or in part, for any reason whatsoever. Minimum original order The minimum original order is $ [SPECIFY] and must be paid to the Seller by the Customer by [SPECIFY TYPE OF PAYMENT METHOD]. The seller accepts [VISA/MASTERCARD/OTHER] as acceptable credit cards for initial orders. For credit card purchases, 100% of purchase price will be billed at the time of shipment. Order will generally be shipped within [SPECIFY] days of placing the order. If more lead time is needed, Customer will be notified within [SPECIFY] days. Minimum re-order The minimum re-order amount is $ [SPECIFY]. Terms may be extended by the Seller to the Customer for reorders as outlined below. For credit card purchases, 100% of the purchase price will be billed at the time the goods are ready to be shipped. Payments [COMPANY NAME] accept any of the following methods of payment for wholesale accounts: Credit card (Visa, MC, etc.) Bank wire transfer Paypal Certified cashier's check from major banking institution COD payments are not accepted. All wholesale account payments will be subject to a \"waiting\" period to verify clearance of the funds before any shipment will be made. After the funds have been properly verified as released and deposited to Seller's accounts, shipment of requested products will be sent. All orders must be paid in full at time of purchase. Seller will not ship any order that is unpaid Shipping Orders will be shipped by the Seller via UPS, DHL, FedEx or another company. Alternatively, orders may be shipped by any method arranged for by the Customer. [COMPANY NAME] will try to accommodate all rush orders. Most small orders, up to [SPECIFY] units, are shipped within [SPECIFY] business days after order and payment are received. Special orders and backorders will require additional time and can be estimated at the customer's request on a case by case basis. Actual shipping time is contingent upon availability of goods and credit verification. Seller will not be responsible for shipping delays caused by a carrier. Notice of defects The Customer is responsible for inspecting the goods upon receipt. Any goods with visible damage must be reported to the Seller, upon receipt of the goods, in the customer's warehouse. The Customer shall notify the Seller in writing, within 5 days of receipt of the goods by the Customer, of any claim for damage resulting from any defect in the goods discovered by the Customer, including, without limitation, claims relating to missing parts, quality, or specifications. The Seller is not responsible for missing parts when deliveries are intended for a third party other than the Customer. Acceptance of late or defective merchandise Failure by the Customer to provide written notice of a claim, as set out in these Terms and Conditions of Sale, constitutes a waiver of any future claim that the Customer may have for damages resulting from such defects, including late delivery. Changes to pricing & products Prices are subject to change without notice. All goods will be shipped at the prices in effect at the time of shipping. The Seller reserves the right, at its sole discretion, to change packaging and any included documentation. All orders are subject to availability. Confidentiality Customer shall not disclose and shall otherwise maintain the confidentiality of all pricing information, terms, and advance product information supplied by the seller","Wholesale Agreement",513,"https://templates.business-in-a-box.com/imgs/1000px/wholesale-agreement-D12707.png","https://templates.business-in-a-box.com/imgs/250px/12707.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12707.xml",{"title":147,"description":6},"wholesale agreement",[149,150],{"label":32,"url":97},{"label":32,"url":97},"/template/wholesale-agreement-D12707",{"description":153,"descriptionCustom":6,"label":154,"pages":155,"size":142,"extension":10,"preview":156,"thumb":157,"svgFrame":158,"seoMetadata":159,"parents":161,"keywords":160,"url":166},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":160,"description":6},"non disclosure agreement nda",[162,163],{"label":32,"url":97},{"label":164,"url":165},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":168,"descriptionCustom":6,"label":169,"pages":155,"size":142,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":175,"keywords":178,"url":179},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":174,"description":6},"letter of intent_acquisition of business",[176,177],{"label":32,"url":97},{"label":32,"url":97},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":182,"reviewer":193,"legal_disclaimer":197,"quick_facts":198,"at_a_glance":200,"personas":204,"variants":229,"glossary":256,"clauses":290,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":434,"comparisons":459,"diy_vs_lawyer":472,"jurisdictions":485,"related_template_ids_curated":506,"schema":514,"classification":515},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186},"Bulk Sale Agreement Template | BIB","Free bulk sale agreement template for transferring business assets outside the ordinary course of trade.","bulk sale agreement template",[22,187,188,189,190,191,192],"bulk sale contract template","bulk sale agreement word","bulk transfer agreement template","business asset sale agreement","bulk sale agreement free download","bulk sale of inventory agreement",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":199,"legal_review_recommended":197,"signature_required":197,"notarization_required":180},"advanced",{"what_it_is":201,"when_you_need_it":202,"whats_inside":203},"A Bulk Sale Agreement is a legally binding contract governing the sale of a business's inventory, stock-in-trade, or a substantial portion of its assets outside the ordinary course of business. This free Word download gives buyers and sellers a structured, enforceable starting point covering asset identification, purchase price, creditor notice obligations, and closing conditions — exportable as PDF and ready to sign.\n","Use it when a business is selling most or all of its inventory or tangible assets in a single transaction — such as a business wind-down, a going-out-of-business sale, or a strategic asset divestiture — rather than selling goods in the normal flow of daily trade. Many jurisdictions impose specific creditor notification requirements whenever such a bulk transfer occurs.\n","Asset schedule identifying all inventory and property being transferred, purchase price and payment structure, representations and warranties from seller and buyer, creditor notice and bulk sale law compliance provisions, conditions to closing, indemnification, and governing law. A closing checklist and asset schedule are included as appendices.\n",[205,209,213,217,221,225],{"title":206,"use_case":207,"icon_asset_id":208},"Business owners closing or winding down","Selling remaining inventory and assets before ceasing operations","persona-small-business-owner",{"title":210,"use_case":211,"icon_asset_id":212},"Buyers acquiring distressed business assets","Purchasing inventory and equipment from a business exiting the market","persona-entrepreneur",{"title":214,"use_case":215,"icon_asset_id":216},"Mergers and acquisitions attorneys","Documenting asset-only business transfers that fall outside standard share sales","persona-lawyer",{"title":218,"use_case":219,"icon_asset_id":220},"Retail and wholesale operators","Transferring large inventory lots between entities during restructuring","persona-retailer",{"title":222,"use_case":223,"icon_asset_id":224},"Creditors and lenders","Ensuring proper notice is given before a debtor transfers major assets","persona-creditor",{"title":226,"use_case":227,"icon_asset_id":228},"Business brokers","Facilitating asset-based business sales where no share transfer occurs","persona-business-broker",[230,233,237,241,245,249,252],{"situation":231,"recommended_template":88,"slug":232},"Selling all business assets including goodwill and IP","asset-purchase-agreement-D928",{"situation":234,"recommended_template":235,"slug":236},"Transferring ownership through a share sale rather than assets","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",{"situation":238,"recommended_template":239,"slug":240},"Selling only physical equipment and machinery","Equipment Sale Agreement","equipment-purchase-agreement-D1146",{"situation":242,"recommended_template":243,"slug":244},"Selling a business as a going concern with staff transfer","Business Sale Agreement","agreement-of-purchase-and-sale-of-business-assets-D318",{"situation":246,"recommended_template":247,"slug":248},"Liquidating business assets through a formal insolvency process","Liquidation Agreement","non-profit-partnership-agreement-D14023",{"situation":250,"recommended_template":141,"slug":251},"Selling specific inventory lots on a recurring wholesale basis","wholesale-agreement-D12707",{"situation":253,"recommended_template":254,"slug":255},"Transferring assets between related companies within a group","Intercompany Asset Transfer Agreement","asset-transfer-and-sale-agreement-brand-D861",[257,260,263,266,269,272,275,278,281,284,287],{"term":258,"definition":259},"Bulk Sale","A transfer of a major portion of a business's inventory or assets in a single transaction outside the ordinary course of that business's trade.",{"term":261,"definition":262},"Bulk Sales Law","Legislation — historically Article 6 of the Uniform Commercial Code in the US — requiring sellers to notify creditors before a bulk transfer so creditors can protect their interests.",{"term":264,"definition":265},"Asset Schedule","A detailed list attached to the agreement identifying every item of inventory or property being sold, including descriptions, quantities, and agreed values.",{"term":267,"definition":268},"Encumbrance","Any lien, mortgage, security interest, or other claim against an asset that may affect the buyer's ability to take clear title.",{"term":270,"definition":271},"Representations and Warranties","Factual statements made by each party — such as clear title and absence of undisclosed liabilities — that are relied upon by the other party and give rise to indemnification rights if false.",{"term":273,"definition":274},"Indemnification","A contractual obligation requiring one party to compensate the other for specified losses, claims, or liabilities arising from a breach of the agreement.",{"term":276,"definition":277},"Closing","The date and event at which all conditions are satisfied, documents are exchanged, payment is made, and title to the assets transfers from seller to buyer.",{"term":279,"definition":280},"Clear Title","Ownership of an asset free from any liens, encumbrances, or competing claims that would prevent a valid transfer to the buyer.",{"term":282,"definition":283},"Successor Liability","The legal risk that a buyer of business assets inherits the seller's obligations — including tax debts, employment claims, or product liability — depending on how the transaction is structured.",{"term":285,"definition":286},"Escrow","An arrangement where a neutral third party holds funds or documents until all closing conditions are satisfied, protecting both buyer and seller during the transition.",{"term":288,"definition":289},"Bill of Sale","A short-form document executed at closing that formally transfers title of specific personal property from seller to buyer, typically attached as an exhibit to the bulk sale agreement.",[291,296,301,306,311,316,321,326,330,335],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Parties and recitals","Identifies the seller and buyer as legal entities, confirms their authority to enter the agreement, and describes the general nature of the transaction.","This Bulk Sale Agreement ('Agreement') is entered into as of [DATE] by and between [SELLER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Seller'), and [BUYER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Buyer'). Seller operates a [BUSINESS DESCRIPTION] and wishes to sell, and Buyer wishes to purchase, the Assets described herein.","Using trade names instead of registered legal entity names. If the entity name on the agreement doesn't match title documents or UCC filings, clearing encumbrances at closing becomes significantly more complicated.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Description and schedule of assets","Defines precisely what is being sold — inventory, fixtures, equipment, or other personal property — by reference to a detailed schedule attached to the agreement.","Seller agrees to sell and Buyer agrees to purchase all assets listed in Schedule A attached hereto ('Assets'), which includes all inventory, stock-in-trade, equipment, and fixtures located at [ADDRESS] as of [DATE]. Schedule A forms an integral part of this Agreement.","Describing assets only in general terms like 'all inventory' without an itemized schedule. Disputes over what was included are the most common source of post-closing litigation in bulk sale transactions.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Purchase price and payment terms","States the total purchase price, how it is calculated (lump sum, per-unit, or appraised value), and the payment method and timeline — including any deposit or escrow arrangement.","The total purchase price for the Assets is $[AMOUNT] ('Purchase Price'), payable as follows: (a) a deposit of $[DEPOSIT AMOUNT] due upon execution of this Agreement; and (b) the balance of $[BALANCE] due at Closing by [wire transfer / certified check] to [ACCOUNT DETAILS / ESCROW AGENT].","Omitting an escrow arrangement for transactions involving creditor notice periods. Releasing funds to the seller before the notice period expires exposes the buyer to successor liability claims from unpaid creditors.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Seller's representations and warranties","The seller confirms that it has clear title to the assets, that no undisclosed liens or encumbrances exist, that the inventory quantities are accurate, and that it is not insolvent or in default under any material agreement.","Seller represents and warrants that: (a) Seller has good and marketable title to all Assets, free and clear of all encumbrances except as listed in Schedule B; (b) the inventory quantities stated in Schedule A are accurate as of [DATE]; (c) Seller is not a party to any pending or threatened legal proceedings that would affect the Assets; and (d) Seller has the authority to enter into and perform this Agreement.","Accepting a bare title warranty without requiring the seller to list known liens and encumbrances in a separate schedule. Undisclosed security interests discovered post-closing can unwind the entire transaction.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Buyer's representations and warranties","The buyer confirms that it has the legal authority and financial capacity to complete the purchase, and that it is not entering the transaction to defraud any third party.","Buyer represents and warrants that: (a) Buyer is duly organized and in good standing under the laws of [STATE/PROVINCE]; (b) Buyer has the authority to execute and perform this Agreement; and (c) the purchase of the Assets is for a legitimate business purpose and not to hinder, delay, or defraud any creditor of Seller.","Omitting the buyer's warranty of legitimate purpose. In fraudulent conveyance challenges, documented buyer representations of good faith strengthen the transaction's defensibility.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Bulk sale law compliance and creditor notice","Specifies which party bears responsibility for complying with applicable bulk sales laws — including creditor notification, publication requirements, and any mandatory waiting periods before closing.","The parties acknowledge that this transaction may constitute a bulk sale under applicable law. [Seller / Buyer] shall be responsible for complying with all applicable bulk sale notification requirements, including providing written notice to known creditors at least [X] days prior to the Closing Date. Buyer shall withhold [AMOUNT / a pro-rata portion of the Purchase Price] in escrow until the applicable notice period expires.","Failing to allocate bulk sale compliance responsibility clearly between the parties. If neither party assumes it, creditors may successfully void the transfer and pursue the buyer directly for the seller's debts.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Conditions to closing","Lists the conditions each party must satisfy before the closing can occur — such as obtaining consents, releasing liens, or completing an inventory count.","The obligations of Buyer to complete the purchase are conditioned upon: (a) Seller delivering a bill of sale and lien releases for all Assets; (b) completion of a physical inventory count confirming quantities within [X]% of Schedule A; (c) no material adverse change in the condition of the Assets since [DATE]; and (d) compliance with all applicable bulk sale notice requirements.","Setting no closing deadline or tolerance for inventory discrepancies. Without a defined variance threshold — typically 2–5% — the buyer can refuse to close over trivial count differences, creating unnecessary disputes.",{"name":273,"plain_english":327,"sample_language":328,"common_mistake":329},"Allocates financial responsibility if a party's representations or warranties prove false, or if pre-closing liabilities surface after the transaction closes.","Seller shall indemnify and hold harmless Buyer from and against any losses, claims, or liabilities arising from: (a) any breach of Seller's representations or warranties; (b) any pre-closing liabilities of Seller not disclosed in writing; or (c) any failure by Seller to comply with applicable bulk sale notification requirements. Seller's indemnification obligations survive Closing for a period of [X] years.","No survival period specified for indemnification obligations. Without one, indemnification rights may be extinguished at closing — leaving the buyer unprotected against pre-closing liabilities discovered months later.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Risk of loss and transition","States who bears the risk if assets are damaged or destroyed between signing and closing, and addresses who handles transition responsibilities such as staff notification, lease termination, or utilities.","Risk of loss for the Assets shall remain with Seller until the Closing Date, at which time all risk of loss shall transfer to Buyer. Seller shall maintain existing insurance coverage on the Assets through the Closing Date. Each party is responsible for its own costs related to transitioning its obligations after Closing.","No risk-of-loss clause at all, leaving ambiguity if inventory is damaged by fire or theft between signing and closing — particularly problematic when the gap between execution and closing is several weeks.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes between the parties will be resolved — litigation, arbitration, or mediation first.","This Agreement shall be governed by the laws of the State of [STATE] without regard to conflict of law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration in [CITY, STATE] under the rules of the American Arbitration Association, except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law jurisdiction that has repealed its bulk sales statute. Several US states have repealed Article 6 UCC — if bulk sale compliance is central to the transaction, ensure the governing state still imposes those obligations or address them contractually.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Identify and name the parties correctly","Enter the full registered legal name of both the seller and buyer entities, including entity type (LLC, corporation, sole proprietor). Confirm names match current state or provincial registry records.","Run a UCC or PPSA lien search on the seller's legal name before executing — security interests filed under a slightly different name will still attach to the assets and can derail closing.",{"step":347,"title":348,"description":349,"tip":350},2,"Prepare a complete asset schedule","Conduct a physical inventory count and list every item being sold in Schedule A — include descriptions, SKUs or serial numbers where applicable, quantities, and agreed values. Both parties should sign the schedule at closing.","Photograph high-value inventory items and equipment and attach images to the schedule. Photos resolve 'condition at closing' disputes faster than descriptions alone.",{"step":352,"title":353,"description":354,"tip":355},3,"Set the purchase price and payment structure","Enter the total purchase price, deposit amount, and balance payment method. Decide whether funds will be held in escrow pending the creditor notice period and document that arrangement in the payment clause.","If the seller has known creditors, structure the purchase price payment so the balance is held in escrow by a neutral third party until the statutory notice period expires — typically 10–45 days depending on jurisdiction.",{"step":357,"title":358,"description":359,"tip":360},4,"Complete the representations and warranties","Work through each representation in the seller and buyer warranty clauses. Attach a Schedule B listing any known liens, encumbrances, or pending claims against the assets so the warranties are accurate on their face.","Never mark a warranty as true before running a lien search. An inaccurate warranty triggers the indemnification clause and can expose the seller to damages far exceeding the purchase price.",{"step":362,"title":363,"description":364,"tip":365},5,"Address bulk sale law compliance","Determine whether the governing jurisdiction still has active bulk sales statutes. If so, identify who is responsible for notifying creditors, set the notice period, and specify how much of the purchase price will be escrowed during that period.","Even in US states that have repealed Article 6 UCC, buyers can still face successor liability under tax law (state sales tax, payroll tax) — consult a local attorney before waiving bulk sale compliance obligations.",{"step":367,"title":368,"description":369,"tip":370},6,"Define closing conditions and the closing date","List every condition each party must satisfy before closing — lien releases, inventory count confirmation within an agreed variance, required third-party consents, and completion of creditor notice. Set a specific closing date and a drop-dead date.","Include a 2–5% inventory count variance threshold to prevent a buyer from refusing to close over minor count discrepancies while still protecting against material shortfalls.",{"step":372,"title":373,"description":374,"tip":375},7,"Set indemnification scope and survival period","Specify which losses are covered by each party's indemnification obligation, any cap on liability (e.g., the purchase price), and the number of years the indemnification survives closing.","A 2–3 year survival period covers most tax and creditor claims that arise post-closing. Matching the survival period to the applicable statute of limitations in the governing jurisdiction is the most defensible approach.",{"step":377,"title":378,"description":379,"tip":380},8,"Execute before the closing date and retain originals","Both parties must sign the agreement and all schedules before the closing date. At closing, the seller executes a separate bill of sale for each asset category and delivers lien releases for any encumbrances listed in Schedule B.","Use a digital signature platform with timestamped audit trails — in jurisdictions where bulk sale compliance is critical, the execution date determines the start of the creditor notice period.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"No itemized asset schedule","Post-closing disputes over what was included in the sale are the most common source of bulk sale litigation. A vague description of 'all inventory' is unenforceable when the buyer and seller disagree on scope.","Attach a signed, itemized Schedule A before closing that lists every asset with quantity, description, and agreed value. Both parties should initial each page.",{"mistake":387,"why_it_matters":388,"fix":389},"Skipping the creditor notice requirement","In jurisdictions with active bulk sales statutes, failing to notify creditors allows them to void the transfer and recover assets directly from the buyer — even if the buyer paid fair value and acted in good faith.","Determine whether the governing jurisdiction's bulk sales law is active, identify all known creditors, and send written notice within the statutory timeframe. Document every notice with proof of delivery.",{"mistake":391,"why_it_matters":392,"fix":393},"Releasing purchase price funds before the notice period expires","A buyer who pays the seller in full before the creditor notice period ends has no practical remedy if a creditor successfully voids the transfer — the money is gone and the assets may be reclaimed.","Require purchase price funds to be held in escrow by a neutral attorney or title company until the statutory creditor notice period expires and no challenges have been received.",{"mistake":395,"why_it_matters":396,"fix":397},"No indemnification survival period","Without a stated survival period, indemnification obligations may be treated as extinguished at closing under the merger doctrine, leaving the buyer unprotected against pre-closing liabilities that surface later.","Specify a survival period of at least 2–3 years for general representations and warranties, and match tax-related indemnification to the applicable tax statute of limitations.",{"mistake":399,"why_it_matters":400,"fix":401},"Failing to run a lien search before signing","Security interests filed under the UCC or PPSA against the seller's assets attach to the inventory being sold. A buyer who takes encumbered assets without clearing liens acquires the debt along with the goods.","Conduct a UCC or PPSA lien search in every jurisdiction where the seller operates or has filed, and require the seller to deliver lien releases for all encumbrances as a condition to closing.",{"mistake":403,"why_it_matters":404,"fix":405},"Choosing a governing law state that has repealed its bulk sales statute","If the chosen governing state has no active bulk sales law, contractual compliance provisions may be the only protection — and buyers may not realize the statutory safety net is absent until a creditor challenge arises.","Confirm whether the governing state or province still has an active bulk sales statute. If it does not, add express contractual creditor notification obligations and adjust the escrow period accordingly.",[407,410,413,416,419,422,425,428,431],{"question":408,"answer":409},"What is a bulk sale agreement?","A bulk sale agreement is a legally binding contract that governs the transfer of a business's inventory, stock-in-trade, or a large portion of its assets in a single transaction outside the ordinary course of business. It identifies the assets being sold, sets the purchase price and payment structure, allocates compliance obligations under applicable bulk sales laws, and protects both the buyer and seller through representations, warranties, and indemnification provisions.\n",{"question":411,"answer":412},"When is a bulk sale agreement required?","A bulk sale agreement is required — or strongly advisable — whenever a business sells the majority of its inventory or tangible assets in a transaction that is not part of its normal day-to-day trade. Common triggers include business wind-downs, going-out-of-business sales, restructurings, and asset-only acquisitions. Many jurisdictions impose statutory creditor notification requirements for such transfers, making a written agreement the primary mechanism for documenting compliance.\n",{"question":414,"answer":415},"What is bulk sales law and does it still apply?","Bulk sales law — codified as Article 6 of the Uniform Commercial Code in the US — historically required sellers to notify creditors before transferring a major portion of their inventory, giving creditors a chance to protect unpaid debts. Most US states have repealed Article 6, but successor liability under state tax law and fraudulent transfer statutes still creates significant risk for buyers who skip creditor notice entirely. Canada and several other jurisdictions maintain active bulk sales legislation. Always confirm the rules in the governing jurisdiction before structuring the transaction.\n",{"question":417,"answer":418},"What is the difference between a bulk sale agreement and an asset purchase agreement?","A bulk sale agreement focuses specifically on the transfer of inventory and stock-in-trade outside the ordinary course of business, with an emphasis on creditor notification and bulk sales law compliance. An asset purchase agreement is broader — it typically covers all categories of business assets including goodwill, intellectual property, customer lists, contracts, and equipment, and is the standard document for a full business acquisition. Use a bulk sale agreement when the transaction is primarily an inventory or tangible-asset transfer; use an asset purchase agreement when acquiring a complete business operation.\n",{"question":420,"answer":421},"What is successor liability and how does a bulk sale agreement protect a buyer?","Successor liability is the risk that a buyer of business assets inherits the seller's pre-existing obligations — including unpaid taxes, employment claims, and trade creditor debts — depending on how the transaction is structured. A properly drafted bulk sale agreement protects the buyer by requiring the seller to represent and warrant that no undisclosed liabilities exist, complying with creditor notification requirements, holding a portion of the purchase price in escrow until the notice period expires, and including indemnification obligations that survive closing.\n",{"question":423,"answer":424},"Does the buyer or seller notify creditors in a bulk sale?","The allocation of creditor notification responsibility varies by jurisdiction and by the parties' agreement. Under most statutory schemes, the obligation falls primarily on the seller, but buyers have a strong practical interest in ensuring compliance — because a buyer who takes assets without proper notice can have the transfer voided by creditors. Many agreements require the seller to prepare and send notices, with the buyer confirming receipt and holding funds in escrow until the notice period has run without challenge.\n",{"question":426,"answer":427},"How long is the creditor notice period for a bulk sale?","The required notice period varies by jurisdiction. In US states that still maintain bulk sales statutes, it is typically 10 to 45 days before the closing date. In Canadian provinces with active bulk sales legislation, notice periods range from 10 to 30 days depending on the province. In jurisdictions without a statutory requirement, parties often agree to a contractual 10–15 day notice period as a practical safeguard. Always confirm the specific requirement in the governing jurisdiction before setting a closing date.\n",{"question":429,"answer":430},"What happens if a bulk sale is completed without notifying creditors?","In jurisdictions with active bulk sales statutes, a transfer made without proper creditor notification is voidable — meaning creditors can seek a court order unwinding the transaction and recovering the assets or their value directly from the buyer. Even in states where the UCC bulk sales statute has been repealed, buyers may face successor liability for the seller's unpaid payroll taxes and sales taxes, which the IRS and state tax authorities can collect from the transferee regardless of what the contract says.\n",{"question":432,"answer":433},"Do I need a lawyer for a bulk sale agreement?","For most bulk sale transactions, legal review is strongly recommended. The interplay between bulk sales statutes, successor liability, fraudulent transfer law, UCC lien searches, and tax authority claims creates jurisdiction-specific risks that a template alone cannot fully address. A 2–4 hour attorney review — typically $600–$1,500 — is a modest cost relative to the potential exposure from an improperly structured bulk transfer. The template gives you a solid starting framework; legal counsel confirms it is correctly tailored to the governing jurisdiction and transaction specifics.\n",[435,439,443,447,451,455],{"industry":436,"icon_asset_id":437,"specifics":438},"Retail and wholesale trade","industry-retail","Inventory lot transfers during store closures, liquidations, or brand exits where buyer assumes large volumes of physical stock with detailed SKU-level asset schedules.",{"industry":440,"icon_asset_id":441,"specifics":442},"Manufacturing","industry-manufacturing","Sale of raw materials, work-in-progress, and finished goods inventories alongside equipment, often requiring appraisal-based pricing and UCC lien releases from secured lenders.",{"industry":444,"icon_asset_id":445,"specifics":446},"Food and beverage","industry-food-beverage","Perishable inventory creates tight closing timelines and condition warranties; health department and liquor license transfer requirements must be coordinated alongside the bulk sale closing.",{"industry":448,"icon_asset_id":449,"specifics":450},"Professional services and finance","industry-professional-services","Asset sales involving client files, work-in-progress billings, and office equipment require careful allocation of client notification obligations and professional indemnity tail coverage coordination.",{"industry":452,"icon_asset_id":453,"specifics":454},"E-commerce and technology","industry-ecommerce","Bulk transfers of physical inventory held in third-party fulfillment centers require coordination with 3PL providers and clear risk-of-loss allocation during in-transit periods.",{"industry":456,"icon_asset_id":457,"specifics":458},"Construction and trades","industry-construction","Equipment-heavy bulk sales require serial number verification, equipment titles, and coordination with secured lenders holding chattel mortgages or equipment financing agreements.",[460,463,466,469],{"vs":88,"vs_template_id":461,"summary":462},"asset-purchase-agreement-D1229","An asset purchase agreement covers the full spectrum of business assets — goodwill, IP, contracts, customer lists, equipment, and inventory — and is the standard document for acquiring a complete business operation. A bulk sale agreement focuses specifically on inventory and tangible asset transfers outside the ordinary course of business, with its defining feature being the creditor notification and bulk sales law compliance framework. Use an asset purchase agreement for full business acquisitions; use a bulk sale agreement when the transaction is primarily a liquidation or inventory transfer.",{"vs":288,"vs_template_id":464,"summary":465},"D{BILL_OF_SALE_ID}","A bill of sale is a short-form document that transfers title to specific personal property at the moment of exchange — it records what was sold, for how much, and confirms the transfer. A bulk sale agreement is the governing contract that sets all the terms, conditions, representations, warranties, and compliance obligations leading up to and including that transfer. The bill of sale is typically executed at closing as an exhibit to the bulk sale agreement, not as a standalone replacement for it.",{"vs":235,"vs_template_id":467,"summary":468},"share-purchase-agreement-D12800","A share purchase agreement transfers ownership of a company by selling its shares, leaving all assets and liabilities inside the legal entity unchanged. A bulk sale agreement transfers specific assets directly, leaving the selling entity and its liabilities behind. Buyers typically prefer asset transfers to avoid inheriting unknown liabilities; sellers often prefer share sales for tax treatment reasons. The bulk sale agreement is the primary tool for asset-side transactions where creditor notification is a statutory requirement.",{"vs":243,"vs_template_id":470,"summary":471},"business-sale-agreement-D1228","A business sale agreement covers the transfer of an entire going-concern business including operations, goodwill, staff, leases, and customer relationships. A bulk sale agreement is narrower in scope — it deals with inventory and physical assets being transferred outside the normal course of trade, typically in a wind-down or liquidation context rather than a continuing-business transfer. If the buyer intends to operate the business in the same form after closing, a business sale agreement is more appropriate.",{"use_template":473,"template_plus_review":477,"custom_drafted":481},{"best_for":474,"cost":475,"time":476},"Simple inventory transfers between known parties in a jurisdiction with no active bulk sales statute","Free","1–2 hours to complete",{"best_for":478,"cost":479,"time":480},"Transactions involving known creditors, active bulk sales statutes, or purchase prices above $50,000","$600–$1,500 for attorney review and lien search","3–5 business days",{"best_for":482,"cost":483,"time":484},"Complex multi-location liquidations, transactions with secured lenders, or cross-border asset transfers","$2,500–$8,000+","1–3 weeks",[486,491,496,501],{"code":487,"name":488,"flag_asset_id":489,"note":490},"us","United States","flag-us","Most US states have repealed Article 6 of the UCC, which was the primary bulk sales notification statute. However, successor liability for unpaid state sales tax and federal payroll tax survives in all jurisdictions regardless of UCC repeal — buyers remain exposed to the seller's tax debts if proper notice is not given. California and a handful of other states still maintain active bulk sales statutes requiring creditor notification 12 or more business days before closing. Always confirm the status of the statute in the governing state before structuring the transaction.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"ca","Canada","flag-ca","Canada has active bulk sales legislation in most provinces, including Ontario's Bulk Sales Act, which requires sellers to obtain a waiver from the Ministry of Government Services or comply with detailed creditor notification and escrow requirements before completing a bulk transfer. British Columbia and Alberta have repealed their bulk sales statutes, but fraudulent preference legislation under the Bankruptcy and Insolvency Act continues to apply nationally. Quebec follows civil law principles under the Civil Code, which impose distinct obligations on asset transfers affecting creditors.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"uk","United Kingdom","flag-uk","The UK does not have a specific bulk sales statute equivalent to US or Canadian legislation, but transactions that transfer assets to defeat creditors may be challenged under the Insolvency Act 1986 as transactions at an undervalue or as preferences. VAT transfer of a going concern (TOGC) rules may apply if the buyer continues the seller's business, affecting whether VAT is chargeable on the asset transfer. Buyers should conduct a Companies House search for registered charges (equivalent to UCC liens) before closing.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"eu","European Union","flag-eu","There is no unified EU bulk sales statute, but member states' national insolvency and fraudulent transfer laws apply to asset transfers that prejudice creditors. Germany, France, and the Netherlands each have national provisions that allow creditors to challenge asset transfers completed without notice in proximity to an insolvency. The EU Restructuring Directive (2019/1023) establishes minimum standards for restructuring frameworks across member states, which may affect the enforceability of bulk asset transfers made during pre-insolvency proceedings. GDPR considerations apply if customer data is transferred as part of the asset sale.",[232,236,244,240,251,507,508,509,510,511,512,513],"non-disclosure-agreement-nda-D12692","letter-of-intent_acquisition-of-business-D5197","bill-of-sale-D1229","purchase-order-D1411","indemnification-agreement-D13016","promissory-note-D434","escrow-agreement-D1173",{"emit_how_to":197,"emit_defined_term":197},{"primary_folder":97,"secondary_folder":516,"document_type":517,"industry":518,"business_stage":519,"tags":520,"confidence":525},"sales-and-purchase","agreement","general","all-stages",[521,517,522,523,524],"contract","legal","bulk-sale","asset-sale",0.95,"\u003Ch2>What is a Bulk Sale Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Bulk Sale Agreement\u003C/strong> is a legally binding contract that governs the transfer of a business's inventory, stock-in-trade, or a substantial portion of its tangible assets in a single transaction outside the ordinary course of business. Unlike a standard sales contract for everyday goods, a bulk sale agreement exists specifically to address the legal complexity that arises when a seller moves most or all of its physical assets in one transaction — a scenario that statutory creditor protection laws in many jurisdictions treat as a distinct legal event requiring formal notice. The agreement identifies the assets being transferred through a detailed schedule, sets the purchase price and payment structure, allocates compliance responsibilities under applicable bulk sales laws, and protects both parties through representations, warranties, and post-closing indemnification obligations.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly structured bulk sale agreement, both the buyer and seller face significant and distinct legal exposure. Buyers who acquire inventory without documented creditor notification risk having the entire transfer voided by unpaid creditors — meaning they lose the assets and the purchase price simultaneously. Sellers who fail to document representations about clear title and undisclosed liabilities expose themselves to indemnification claims long after the transaction closes. In jurisdictions with active bulk sales statutes — including Ontario, California, and several other provinces and states — completing the transfer without the required creditor notice can allow creditors to recover assets directly from the buyer as if the sale never happened. Even in jurisdictions that have repealed their bulk sales statutes, successor liability for the seller's unpaid taxes and employment obligations follows the buyer regardless of contractual intent. This template gives buyers and sellers a structured, enforceable framework for documenting the transaction, allocating compliance obligations, and protecting against post-closing claims — reducing the legal risk that an unstructured asset transfer leaves on both sides of the table.\u003C/p>\n",1778773466879]