[{"data":1,"prerenderedAt":530},["ShallowReactive",2],{"document-conditional-sale-agreement-D1235":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":187,"customdescription":6,"mdFm":188,"mdProseHtml":529},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"CONDITIONAL SALE AGREEMENT This Conditional Sale Agreement (the \"Sales Contract\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME], (the \"Seller\") , 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\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PRIOVINCE], with its head office located at: [COMPLETE ADDRESS] The undersigned Buyer agrees to purchase from Seller the following goods: [DESCRIBE] Cash price $ Sales tax (if any) $ Finance charge $ Insurance (if any) $ Other charges (if any) $ Total purchase price $ Less: Down payment $ Other credits $ Total credits $ ",null,"Conditional Sale Agreement","2",34,"doc","https://templates.business-in-a-box.com/imgs/1000px/conditional-sale-agreement-D1235.png","https://templates.business-in-a-box.com/imgs/250px/1235.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1235.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/","conditional sale agreement","Conditional Sale Agreement 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Sale","/template/agreement-to-rescind-contract-of-sale-D1165","https://templates.business-in-a-box.com/imgs/250px/1165.png",{"label":71,"url":72,"thumb":73,"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":75,"url":76,"thumb":77,"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":79,"url":80,"thumb":81,"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",{"label":83,"url":84,"thumb":85,"extension":10},"Immoveable Property Sale Agreement","/template/immoveable-property-sale-agreement-D1178","https://templates.business-in-a-box.com/imgs/250px/1178.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":100,"url":101},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , 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\"), 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] For good and valuable consideration, the Seller hereby sells and transfers possession of the following goods in their present condition and location to the Buyer, and its successors and assigns forever, the following described goods [DETAILED LIST OF GOODS]. Seller warrants and represents that he/she has good title to said property, full authority to sell and transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, liabilities and adverse claims, of every nature and description.","Bill of Sale","1",29,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-D1229.png","https://templates.business-in-a-box.com/imgs/250px/1229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1229.xml",{"title":6,"description":6},[96,98],{"label":17,"url":97},"sales-marketing",{"label":20,"url":99},"marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":106,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":111,"keywords":118,"url":119},"EQUIPMENT LEASE AGREEMENT This Equipment Lease Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Lessor\"), 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 \"Lessee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH that in consideration of the mutual covenants and agreements to be performed and kept during the terms hereof and of any renewal, the Lessor and the Lessee covenant and agree as follows: LEASE The Lessor hereby leases to the Lessee and the Lessee hereby leases from the Lessor the equipment described in [SPECIFY SCHEDULE] and in all other Schedules which may hereafter be executed by the [COMPANY NAME] for the purpose of adding equipment thereto, which equipment including all original and replacement items, parts, accessories, and additions relating thereto is hereafter called the \"Equipment\". EQUIPMENT DESCRIPTION The Lessee authorizes the Lessor to complete the description of the Equipment in [SPECIFY SCHEDULE] with the insertion of serial numbers and other details specifically identifying the Equipment, such schedule to be signed by both parties hereto and form part of this Lease. WARRANTIES BY LESSEE & LESSOR The Lessee and Lessor each represents and warrants that it has the power to enter into this lease, and that this lease is properly and lawfully authorized and executed by it. LESSOR'S WARRANTIES Lessor and Lessee acknowledge that there are no other warranties, conditions, terms, representations of inducements expressed or implied statutory or otherwise, save as are expressly contained in this lease. Lessor warrants that the equipment shall be delivered to the Lessee in accordance with the specifications contained in [SPECIFY SCHEDULE]. The Lessor makes no representations with respect to the suitability of the equipment to the Lessee's operations. Lessor's warranties shall not extend to any party assigned this Lease by Lessor pursuant to Clause [NUMBER] herein. WARRANTIES BY MANUFACTURERS Any warranties, conditions or guarantees by the manufacturers or suppliers of the Equipment are theirs alone and not the Lessor's but are for the joint and several benefit of and enforcement by the Lessee and the Lessor. Any claims of the Lessee in connection with manufacturer's warranties, conditions or guarantees shall be made directly by the Lessor (but not Lessor's assignee) on behalf of the Lessee against the manufacturer or supplier only. TITLE The Lessor covenants that it has good titles to the Equipment and the Lessee acknowledges the Lessor's ownership of and title to the Equipment and covenants to defend the same against any contrary claim. TERM The term of this lease with respect to each piece of Equipment shall commence on the date of acceptance thereof by the Lessee in accordance with Clause [NUMBER] herein and shall continue for the term specified in [SPECIFY SCHEDULE] hereto. Rental payments with respect to each piece of Equipment shall commence and accrue due to the Lessor on such date of acceptance of such piece of Equipment by the Lessee. POSSESSION, LOCATION The Lessee shall take and, when not in default hereunder, retain exclusive control of the Equipment from the Lessee's location shown on [SPECIFY SCHEDULE]. The Lessee shall not change such location without the Lessor's prior written consent, which will not be unreasonably withheld. PERSONAL PROPERTY, LANDLORD'S DISTRESS The Equipment is and shall remain personal and moveable property. The Lessee shall not affix the Equipment nor permit it to be affixed so that it becomes part of realty and shall notify the Lessee's, Landlords, mortgagees, insurers and all others who may have an interest in or claim against the premises where the Equipment is to be located. Any removal from such premises shall be at the Lessee's risk and expense. IDENTIFICATION PLATES The Lessor may affix plates, tags or markings to the Equipment showing its interest therein, and the Lessee may display its name and such other information as may reasonably promote its business, such Lessee's markings shall be mutually approved by the parties. All Lessee's markings must be removed by the Lessee upon termination of the lease. ORDER, DELIVERY, INSTALLATION Order and delivery and installations of the Equipment shall be entirely at the Lessor's risk and expense and shall be arranged by the Lessor on behalf of the Lessee in a manner and upon terms and conditions according to the Lessee's written instructions and, to the extent of such instructions are not provided for, according to the Lessor's sole discretion but still at the Lessor's risk and expense. The Lessor shall not be responsible for any costs, losses or damages suffered by the Lessee arising out of or in connection with delays in or refusal to accept delivery of equipment. INSPECTION The Lessee shall inspect the equipment prior to delivery and accept or reject it. Notice of rejections shall be received in writing within [NUMBER] hours by the Lessor and in the absence thereof, the Lessee shall be deemed conclusively to have accepted the Equipment. Rejection shall only occur if the equipment is not in accordance with the specifications contained in [SPECIFY SCHEDULE] or as the result of faulty materials or workmanship. RE-DELIVERY, REMOVAL AT TERMINATION Upon termination of this lease for any reason, the Lessee shall deliver the Equipment entirely at its own expense to an address as designated by the Lessor in the same condition as received, reasonable wear and tear from proper use only accepted, within [NUMBER] days of the date of termination. Brakes and tires will show no more than [PERCENTAGE %] wear for each year of the Lease has elapsed and the trailers must have all signage and customer specified paint removed and returned to a white color. All damages from accident and abuse must be repaired prior to the termination of the Lease in a manner approved by the Lessor. RENT: OTHER PAYMENTS: NO SET-OFF The Lessee shall pay to the Lessor rental in the amount and at the times shown in Schedule \"A\" hereto. The Lessee shall pay to the Lessor on demand all other amounts becoming payable hereunder. The Lessee shall make such payments to the Lessor at the address of the Lessor shown above or as otherwise designated by the Lessor, without any set-off or reduction whatsoever for claims the Lessee may assert against the Lessor. Any payment not paid by the due date shall bear interest thereafter at [PERCENTAGE %] per month. UNCONDITIONAL PAYMENT Lessee's obligation to pay rent and other amounts hereunder shall be absolute and unconditional under all circumstances and without limiting the generality of the foregoing, shall not be affected by the following: Failure of the Equipment to perform in the manner expected by the Lessee. Damage to or destruction of the Equipment so that it is either completely beyond repair or partially so and whether or not it is economically justifiable to repair. Theft of the Equipment or part thereof irrespective of whether the Equipment was insured by the Lessee or the Equipment is uninsured. Seizure of the Equipment by a third party (including landlord or mortgages of the premises on which the Equipment is located). USE: MAINTENANCE: REPAIR The Lessee shall comply with all applicable laws, rules and regulations of government or other authority, with all manufacturer's and Lessor's published operation and maintenance instructions and specifications, and with all terms of any insurance policy in connection with the Equipment. The Lessor may inspect the state of repair of the Equipment at any reasonable time. ALTERATIONS ETC. TO EQUIPMENT","Equipment Lease Agreement","7",71,"https://templates.business-in-a-box.com/imgs/1000px/equipment-lease-agreement-D1140.png","https://templates.business-in-a-box.com/imgs/250px/1140.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1140.xml",{"title":6,"description":6},[112,115],{"label":113,"url":114},"Production & Operations","production-operations",{"label":116,"url":117},"Equipment Agreement","equipment-agreement","equipment lease agreement","/template/equipment-lease-agreement-D1140",{"description":121,"descriptionCustom":6,"label":122,"pages":8,"size":123,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":129,"keywords":128,"url":137},"LOAN AGREEMENT This Loan Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), 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] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Promise to Pay Within [NUMBER] months from today, Borrower promises to pay to Lender the sum of [AMOUNT], and interest and other charges stated below. Responsibility Although this Agreement may be signed below by more than one person, Borrower understands that both parties are individuals responsible for paying back the full amount. Breakdown of Loan Amount of Loan: Other (Describe): Amount Financed: Finance Charge: Total of Payments: Annual Rate: Repayment Borrower will repay the amount of this note in [NUMBER] equal uninterrupted monthly installments of [AMOUNT] each on the [DAY] of each month starting on the [DATE], and ending on [DATE]. Prepayment Borrower has the right to prepay the whole outstanding amount at any time","Loan Agreement",513,"https://templates.business-in-a-box.com/imgs/1000px/loan-agreement-D417.png","https://templates.business-in-a-box.com/imgs/250px/417.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#417.xml",{"title":128,"description":6},"loan agreement",[130,133,136],{"label":131,"url":132},"Finance & Accounting","finance-accounting",{"label":134,"url":135},"Business Loans","business-loan",{"label":134,"url":135},"/template/loan-agreement-D417",{"description":139,"descriptionCustom":6,"label":140,"pages":141,"size":142,"extension":10,"preview":143,"thumb":144,"svgFrame":145,"seoMetadata":146,"parents":147,"keywords":153,"url":154},"TABLE OF CONTENTS Pages 1. INTERPRETATION 5 1.1 Definitions 5 1.2 Generally Accepted Accounting Principles 7 1.3 Headings and References 7 1.4 Extended Meanings 7 1.5 Schedules 7 1.6 Currency 7 1.7 Tender 7 1.8 Performance on Holidays 7 1.9 Calculation of Time 7 1.10 Ordinary Course 7 1.11 \"Material\" and \"Materially\" Defined 7 2. PURCHASE AND SALE 7 2.1 Purchase and Sale and Purchase Price 7 2.1.1 Term and Conditions 7 2.1.2 The Purchase Price shall be paid and satisfied as follows: 7 2.2 Adjustments 7 2.2.1. Net Worth Determination 7 2.2.2. Final Determination of Purchase Price 7 2.2.3. Disputes 7 2.3 Closing 7 2.4 Allocation of Purchase Price 7 2.5 General Adjustments 7 2.6 Accounts Receivable 7 2.7 Liabilities Not Assumed 7 2.8 Transfer Taxes 7 2.9 Non-Assignable Contracts 7 2.10 Increase in Rent on Assignment 7 3. REPRESENTATIONS AND WARRANTIES 7 3.1. Representations and Warranties of the Vendor 7 3.1.1 Corporate Matters 7 3.1.2 Title to Purchased Assets 7 3.1.3 No Options 7 3.1.4 The Financial Statements 7 3.1.5 Undisclosed Liabilities 7 3.1.6 Absence of Changes 7 3.1.7 Absence of Unusual Transactions 7 3.1.8 Tax Matters 7 3.1.9 Books and Records 7 3.1.10 Leases, Material Contracts, etc. 7 3.1.11 Accounts Receivable 7 3.1.12 Consents, Approvals, Etc. 7 3.1.13 Absence of Guarantees 7 3.1.14 Restrictions on Business 7 3.1.15 Absence of Conflicting Agreements 7 3.1.16 Compliance with Applicable [YOUR COUNTRY LAW] 7 3.1.17 Employees 7 3.1.18 Collective Agreements 7 3.1.19 Benefit Plans 7 3.1.20 Litigation 7 3.1.21 Insurance 7 3.1.22 Leases 7 3.1.23 Premises 7 3.1.24 No Expropriation 7 3.1.25 Leased Equipment 7 3.1.26 Licenses 7 3.1.27 Intellectual Property Rights 7 3.1.28 Assets 7 3.1.29 Inventories 7 3.1.30 Forward Commitments 7 3.1.31 Copies of Documents 7 3.1.32 Residency 7 3.1.33 Environmental Matters 7 3.1.34 Occupational Health and Safety 7 3.1.35 Workers' Compensation 7 3.1.36 Disclosure 7 3.1.37 Obligations to Customers 7 3.1.38 Retail Outlets 7 3.2. Representations and Warranties of the Purchaser 7 3.2.1 Incorporation 7 3.2.2 Corporate Power and Due Authorization 7 3.2.3 Enforceability of Obligations 7 3.2.4 Absence of Conflicting Agreements 7 3.2.5 Consents and Approvals 7 3.3. Interpretation 7 3.4. Commission 7 3.5. Qualification of Representations and Warranties 7 3.6. Non-Waiver 7 3.7. Survival of Representations and Warranties of the Vendor 7 3.8. Survival of Representations and Warranties of Purchaser 7 3.9. Knowledge of the Vendor 7 4. OTHER COVENANTS OF THE [COMPANY NAME] 7 4.1. Conduct of Business Prior to Closing 7 4.2. Conduct Business in Ordinary Course 7 4.3. Contracts 7 4.4. Continue Insurance 7 4.5. Comply with [YOUR COUNTRY LAW] 7 4.6. Taxes 7 4.7. Employees 7 4.8. Material Changes 7 4.9. Liens 7 4.10. Action by Vendor 7 4.11. Capital Expenditures 7 4.12. [SPECIFY] Claim 7 4.13. Conduct of Business Prior to Closing 7 4.14. Lease Consents and Estoppel Certificates 7 4.15. Consents and Waivers 7 4.16. Access for Investigation 7 4.17. Delivery of Books and Records 7 4.18. Accounts Receivable 7 4.19. Discharge of Obligations 7 4.20. Cooperation 7 4.21. Employees 7 4.21.1. Offer of Employment 7 4.21.2. Employment Process 7 4.21.3. Indemnification for Severance Claims of Non-Hired Employees 7 4.21.4. Claims Re: Employment Prior to Closing 7 4.21.5. Benefit Plans 7 4.21.6. Termination after Time of Closing 7 4.22. Pension Plan for Employees 7 4.23. Actions to Satisfy Closing Conditions 7 4.24. Disclosure 7 4.25. Injunctions 7 4.26. Action by the Vendor 7 4.27. Competition Act 7 4.28. Bulk Sales Legislation and Provincial Legislation 7 4.29. Consignment Goods and Contractual Rights 7 4.30. [DATE] Financial Statements 7 4.31. Purchaser Radius Clauses 7 5. INDEMNIFICATION 7 5.1 Definitions 7 5.2 Indemnification by the Vendor 7 5.3 Indemnification by the Purchaser 7 5.4 Notice of and the Defense of Third Party Claims 7 5.5 Assistance for Third Party Claims 7 5.6 Settlement of Third Party Claims 7 5.7 Direct Claims 7 5.8 Failure to Give Timely Notice 7 5.9 Payment and Interest 7 5.10 Limitation 7 5.11 Rights in Addition 7 5.12 Survival 7 5.13 Subsequent Recovery 7 5.14 Subrogation 7 5.15 Letter of Credit 7 5.16 Notices to Escrow Agent 7 6. CONDITIONS PRECEDENT 7 6.1 Purchaser's Conditions 7 6.2 Accuracy of Representations and Performance of Covenants 7 6.3 Consents to Assignments 7 6.4 No Material Adverse Change 7 6.5 Litigation 7 6.6 Receipt of Closing Documentation 7 6.7 Non-Competition Agreement 7 6.8 Opinion of Counsel for Vendor 7 6.9 Approval of Board of Directors 7 6.10 Management Agreement 7 6.11 Space and Facilities Agreement 7 6.12 Trade Mark License Agreement 7 6.13 Trade Mark Assignment 7 6.14 Cancellation of Certain Agreements 7 6.15 Environmental Audit 7 6.16 Escrow Agreement 7 6.17 Minimum Number of Leases 7 6.18 Vendor's Conditions 7 6.18.1. Accuracy of Representations and Performance of Covenants 7 6.18.2. Litigation 7 6.18.3. Opinion of Counsel for Purchaser 7 6.18.4. Competition Act 7 6.18.5. Minimum Number of Leases 7 6.18.6. Approval of [SPECIFY] Board of Directors 7 6.18.7. Escrow Agreement 7 6.18.8. Management Agreement 7 6.19 Waiver 7 6.20 Failure to Satisfy Conditions 7 6.21 Destruction or Expropriation 7 7. POST CLOSING OPERATIONS 7 7.1 Failure to Obtain Consent to Assignment of Lease 7 7.1.1. If with respect of any Lease described in Schedule [SPECIFY], the Vendor is unable to obtain any necessary consent, substantially in form or forms approved or deemed approved pursuant to subsection 4.1.10, to the assignment thereof to the Purchaser as herein contemplated at the Time of Closing (a \"Non-Assignable Lease\"), then the Non-Assignable Lease shall not be assigned and the Purchaser shall, in accordance with the terms of a management agreement to be entered into by the parties at Closing, manage the Business as it is carried on at the location covered by the Non-Assignable Lease for the account of the Vendor provided that such agreement does not result in a violation of any Applicable [YOUR COUNTRY LAW] or result in the early termination of the Non-Assignable Lease. 7 7.2 Delivery of Space and Facilities Agreement 7 7.3 Release of Vendor from Lease Covenants 7 7.4 No Hiring of Employees 7 7.5 Access for Taxes 7 7.6 Volume Rebates 7 7.7 Remediation of Certain Outstanding Phase I Violations 7 8. GENERAL 7 8.1 Further Assurances 7 8.2 Time of the Essence 7 8.3 Expenses 7 8.4 Benefit of the Agreement 7 8.5 Entire Agreement 7 8.6 Amendments and Waiver 7 8.7 Assignment 7 8.8 Notices 7 8.9 Confidentiality 7 8.10 Governing [YOUR COUNTRY LAW] 7 8.11 Attornment 7 8.12 Counterparts 7 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: [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: [COMPLETE ADDRESS] WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business; AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor's [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith:","Asset Purchase Agreement For a Retail Business","71",671,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-retail-business-D931.png","https://templates.business-in-a-box.com/imgs/250px/931.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#931.xml",{"title":6,"description":6},[148,150],{"label":32,"url":149},"business-legal-agreements",{"label":151,"url":152},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",{"description":156,"descriptionCustom":6,"label":157,"pages":89,"size":158,"extension":10,"preview":159,"thumb":160,"svgFrame":161,"seoMetadata":162,"parents":163,"keywords":168,"url":169},"COMPANY NAME:_______________________ Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[164,165],{"label":17,"url":97},{"label":166,"url":167},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":171,"descriptionCustom":6,"label":172,"pages":173,"size":174,"extension":10,"preview":175,"thumb":176,"svgFrame":177,"seoMetadata":178,"parents":179,"keywords":185,"url":186},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), 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] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note","3",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[180,181,182],{"label":131,"url":132},{"label":134,"url":135},{"label":183,"url":184},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",false,{"seo":189,"reviewer":201,"legal_disclaimer":205,"quick_facts":206,"at_a_glance":208,"personas":212,"variants":237,"glossary":264,"clauses":298,"how_to_fill":349,"common_mistakes":390,"faqs":415,"industries":443,"comparisons":460,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":516,"classification":517},{"meta_title":190,"meta_description":191,"primary_keyword":192,"secondary_keywords":193},"Conditional Sale Agreement Template | BIB","Free conditional sale agreement template for seller-financed asset sales. Covers ownership transfer, payment conditions, default, and repossession.","conditional sale agreement template",[22,194,195,196,197,198,199,200],"conditional sale contract template","conditional sale agreement word","conditional sale agreement free download","seller financing agreement template","hire purchase agreement template","asset sale agreement with payment terms","conditional purchase agreement template",{"name":202,"credential":203,"reviewed_date":204},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":207,"legal_review_recommended":205,"signature_required":205,"notarization_required":187},"advanced",{"what_it_is":209,"when_you_need_it":210,"whats_inside":211},"A Conditional Sale Agreement is a legally binding contract in which a seller transfers possession of an asset to a buyer immediately, but retains legal title until the buyer fulfills a defined condition — typically full payment of an agreed purchase price in installments. This free Word download gives you a complete, attorney-reviewed starting point you can edit online and export as PDF for both commercial and consumer asset sales.\n","Use it whenever you are selling goods, vehicles, equipment, or other tangible assets on installment terms and need an enforceable mechanism to reclaim the asset if the buyer defaults before paying in full. It is especially common in dealer financing, equipment leasing-to-own, and small business asset sales where bank financing is not used.\n","Parties and asset description, purchase price and installment schedule, title retention and risk of loss, buyer obligations and permitted use, default triggers and repossession rights, insurance requirements, governing law, and final title transfer conditions.\n",[213,217,221,225,229,233],{"title":214,"use_case":215,"icon_asset_id":216},"Equipment dealers and suppliers","Selling machinery or tools on installment terms while retaining title until final payment","persona-equipment-dealer",{"title":218,"use_case":219,"icon_asset_id":220},"Vehicle dealers and auto sellers","Financing a vehicle sale directly without involving a bank or third-party lender","persona-auto-dealer",{"title":222,"use_case":223,"icon_asset_id":224},"Small business owners","Selling business assets or inventory to a buyer who will pay over time","persona-small-business-owner",{"title":226,"use_case":227,"icon_asset_id":228},"Commercial lenders and finance companies","Structuring asset-backed consumer or business financing with clear default and repossession terms","persona-commercial-lender",{"title":230,"use_case":231,"icon_asset_id":232},"Startups acquiring assets","Purchasing equipment or technology assets from a seller who provides direct financing","persona-startup-founder",{"title":234,"use_case":235,"icon_asset_id":236},"Real estate and property dealers","Structuring land or property sales where title passes only after all installments are paid","persona-real-estate-dealer",[238,242,245,248,252,256,260],{"situation":239,"recommended_template":240,"slug":241},"Financing a vehicle sale between two private parties","Vehicle Conditional Sale Agreement","conditional-sale-agreement-D1235",{"situation":243,"recommended_template":104,"slug":244},"Leasing equipment with an option to purchase at end of term","equipment-lease-agreement-D1140",{"situation":246,"recommended_template":88,"slug":247},"Selling goods with title transfer on delivery rather than full payment","bill-of-sale-D1229",{"situation":249,"recommended_template":250,"slug":251},"Providing seller financing for a business acquisition","Business Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":253,"recommended_template":254,"slug":255},"Entering a hire-purchase arrangement for consumer goods","Hire Purchase Agreement","purchase-agreement-D12670",{"situation":257,"recommended_template":258,"slug":259},"Securing a loan against an existing owned asset","Secured Loan Agreement","secured-lumpsum-promissory-note-agreement-D13041",{"situation":261,"recommended_template":262,"slug":263},"Selling real property with installment payments and retained title","Land Contract (Contract for Deed)","audit-contract-D13507",[265,268,271,274,277,280,283,286,289,292,295],{"term":266,"definition":267},"Conditional Sale","A sale in which possession passes to the buyer immediately but legal title remains with the seller until a specific condition — usually full payment — is met.",{"term":269,"definition":270},"Title Retention Clause","A contractual provision, also called a Romalpa or reservation-of-title clause, that keeps ownership with the seller until all payments have been received.",{"term":272,"definition":273},"Installment Schedule","A table or list specifying the amount, due date, and frequency of each payment the buyer must make toward the total purchase price.",{"term":275,"definition":276},"Default","A buyer's failure to meet a contractual obligation — most commonly missing a payment — that entitles the seller to exercise remedies such as repossession.",{"term":278,"definition":279},"Repossession","The seller's right to reclaim physical possession of the asset when the buyer defaults, enabled by the seller's retained legal title.",{"term":281,"definition":282},"Risk of Loss","The allocation of responsibility for damage, destruction, or theft of the asset between the parties — typically transferred to the buyer upon delivery regardless of who holds title.",{"term":284,"definition":285},"Acceleration Clause","A provision that makes the entire remaining balance immediately due and payable upon the buyer's default, rather than only the missed installment.",{"term":287,"definition":288},"UCC Article 9","The section of the US Uniform Commercial Code governing secured transactions, which determines how a seller's interest in conditionally sold goods is perfected and prioritized against other creditors.",{"term":290,"definition":291},"Chattel","Movable personal property — such as vehicles, machinery, or equipment — as distinct from real property, which is typically the subject of a conditional sale agreement.",{"term":293,"definition":294},"Notice of Default","A formal written notification from the seller to the buyer stating that a payment or obligation has been missed and specifying a cure period before further remedies are pursued.",{"term":296,"definition":297},"Cure Period","A defined number of days — typically 7 to 30 — after a notice of default during which the buyer may remedy the breach and avoid repossession.",[299,304,309,314,319,324,329,334,339,344],{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Parties and asset description","Identifies the seller and buyer by full legal name and address, and describes the asset being sold with enough specificity — make, model, serial number, or unique identifier — to prevent disputes about what was purchased.","This Conditional Sale Agreement ('Agreement') is entered into on [DATE] between [SELLER FULL LEGAL NAME] ('Seller'), located at [SELLER ADDRESS], and [BUYER FULL LEGAL NAME] ('Buyer'), located at [BUYER ADDRESS]. The subject of this Agreement is the following asset: [DESCRIPTION — MAKE, MODEL, SERIAL NUMBER, YEAR] ('Asset').","Describing the asset by category only (e.g., 'one excavator') without a serial number or unique identifier. When a buyer has multiple similar assets, the absence of a serial number makes repossession legally contestable.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Purchase price and installment schedule","States the total agreed purchase price, the deposit or down payment due at signing, the amount of each installment, the payment due dates, and the accepted payment methods.","The total purchase price is $[AMOUNT]. Buyer shall pay a deposit of $[DEPOSIT] upon execution of this Agreement. The remaining balance of $[BALANCE] shall be paid in [NUMBER] monthly installments of $[INSTALLMENT AMOUNT] each, due on the [DAY] of each month commencing [START DATE]. Payments shall be made by [PAYMENT METHOD] to [ACCOUNT DETAILS].","Omitting the payment method and account details from the agreement. When the buyer claims they did not know where to send payment, the seller has no written proof of instructions, complicating a default claim.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Title retention","Explicitly states that the seller retains legal title to the asset until the buyer makes all payments in full, and that no title transfer occurs until that condition is satisfied.","Legal title to the Asset shall remain vested in the Seller and shall not pass to the Buyer until Buyer has paid the total purchase price in full, including all installments and any applicable charges. Until title passes, the Buyer holds the Asset as bailee for the Seller.","Failing to register or perfect the title retention interest under applicable law (e.g., filing under UCC Article 9 in the US, or the PPSA in Canada). Without registration, the seller's retained title may be overridden by a third-party creditor or trustee in bankruptcy.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Risk of loss and insurance","Transfers responsibility for damage, destruction, or theft of the asset to the buyer from the moment of delivery, and requires the buyer to maintain adequate insurance naming the seller as loss payee.","Risk of loss, damage, or destruction of the Asset shall pass to the Buyer upon delivery. Buyer shall maintain comprehensive insurance on the Asset for no less than its full replacement value, naming Seller as loss payee, and shall provide evidence of such insurance within [X] days of the date hereof.","Omitting the loss-payee requirement. If the buyer insures the asset but the seller is not named, the insurance proceeds go to the buyer — who may not use them to pay off the balance, leaving the seller with a depreciated or destroyed asset and an unsecured debt.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Buyer obligations and permitted use","Sets out how the buyer may use the asset, prohibits unauthorized modifications or sub-letting, and requires the buyer to keep the asset in good condition and comply with all applicable laws.","Buyer shall use the Asset solely for [PERMITTED PURPOSE] and shall not assign, sublease, pledge, or encumber the Asset without the prior written consent of the Seller. Buyer shall maintain the Asset in good repair and shall comply with all applicable laws and regulations governing its use.","Leaving permitted use undefined. A buyer who uses commercial equipment for an unintended purpose — causing accelerated wear or voiding a warranty — gives the seller no contractual basis for a breach claim if use restrictions were never stated.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Default and acceleration","Defines the specific events that constitute default — typically missed payments, breach of use obligations, insolvency, or unauthorized transfer — and states that upon default the entire remaining balance becomes immediately due.","Buyer shall be in default if: (a) any installment is not paid within [X] days of its due date; (b) Buyer breaches any other obligation under this Agreement; (c) Buyer becomes insolvent or makes an assignment for the benefit of creditors; or (d) Buyer transfers or encumbers the Asset without consent. Upon default, all remaining amounts owed shall, at Seller's election, become immediately due and payable.","Limiting default to missed payments only. A buyer who encumbers the asset with a third-party lien or moves it across jurisdictions creates serious title risk — if those acts are not listed as default events, the seller has no contractual remedy until a payment is missed.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Notice of default and cure period","Requires the seller to give the buyer written notice of default and a defined window to remedy the breach before repossession may proceed.","Seller shall provide Buyer with written Notice of Default specifying the nature of the default. Buyer shall have [NUMBER] days from receipt of such notice to cure the default. If Buyer fails to cure within the cure period, Seller may exercise all remedies available under this Agreement and applicable law.","Setting the cure period at fewer days than the applicable statutory minimum. Several US states and Canadian provinces mandate minimum cure periods for consumer goods; a shorter contractual period is unenforceable and can expose the seller to wrongful-repossession liability.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Repossession and remedies","Grants the seller the right to repossess the asset peacefully upon uncured default, sell it to recover the outstanding balance, and pursue the buyer for any deficiency remaining after the sale.","Upon uncured default, Seller may, without further notice, retake possession of the Asset. Seller may sell the Asset at public or private sale and apply the proceeds to the outstanding balance, costs of repossession and sale, and legal fees. Buyer shall remain liable for any deficiency balance remaining after such application.","Attempting 'self-help' repossession in jurisdictions that prohibit it. In many US states and Canada, repossessing an asset from a dwelling or over a buyer's objection without a court order constitutes wrongful repossession, exposing the seller to damages exceeding the asset's value.",{"name":340,"plain_english":341,"sample_language":342,"common_mistake":343},"Governing law and jurisdiction","Specifies which jurisdiction's laws govern the agreement and where disputes must be resolved, providing certainty when the parties are in different locations.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of [JURISDICTION], and each party irrevocably submits to that jurisdiction.","Choosing a governing law with no meaningful connection to where the asset is located or used. Courts in the asset's jurisdiction may apply local consumer protection or secured-transactions law regardless of the contract's choice-of-law clause.",{"name":345,"plain_english":346,"sample_language":347,"common_mistake":348},"Final title transfer","Specifies exactly what happens when the buyer completes all payments — typically the seller must execute and deliver a bill of sale or title certificate within a defined number of days.","Upon receipt by Seller of all amounts due under this Agreement, Seller shall, within [X] business days, execute and deliver to Buyer a Bill of Sale or transfer of title documentation confirming that legal title to the Asset has passed to the Buyer free and clear of any encumbrance created by this Agreement.","No defined timeline for title delivery after final payment. Buyers who have paid in full but cannot obtain clean title face delays registering the asset in their name — a source of disputes and potential claims against the seller.",[350,355,360,365,370,375,380,385],{"step":351,"title":352,"description":353,"tip":354},1,"Identify both parties with full legal names and addresses","Enter the seller's and buyer's complete legal names — registered entity names for businesses, not trade names — and their current addresses. For companies, include the jurisdiction of incorporation.","For high-value assets, verify the buyer's legal name against a government-issued ID or corporate registry extract before signing to avoid disputes about which party is bound.",{"step":356,"title":357,"description":358,"tip":359},2,"Describe the asset precisely","Include every identifying detail: for vehicles, the VIN, make, model, year, color, and odometer reading; for equipment, the manufacturer, model number, and serial number; for other goods, a description specific enough to distinguish this item from similar ones.","Attach photographs of the asset taken on the signing date as a schedule to the agreement — this protects both parties in a condition dispute at repossession.",{"step":361,"title":362,"description":363,"tip":364},3,"Set the purchase price, deposit, and installment schedule","Enter the total purchase price, the deposit payable at signing, the number of installments, each installment amount, the due dates, and the accepted payment method with full account or remittance details.","Build the installment schedule as a numbered table in a Schedule A rather than prose — it is easier for both parties to track and for a court to interpret if disputed.",{"step":366,"title":367,"description":368,"tip":369},4,"Draft the title retention and risk-of-loss clauses","Confirm that legal title stays with the seller until final payment, that the buyer holds the asset as bailee, and that risk of loss transfers to the buyer on delivery. Ensure the insurance clause names the seller as loss payee.","In the US, file a UCC-1 financing statement with the appropriate Secretary of State to perfect your retained security interest within 20 days of the buyer taking possession — earlier is better.",{"step":371,"title":372,"description":373,"tip":374},5,"Define default events and the cure period","List every act that constitutes default — missed payments, unauthorized transfer, insolvency, or breach of use restrictions. Set a cure period that meets or exceeds the statutory minimum in the governing jurisdiction.","Research the statutory minimum cure period in the buyer's state or province before finalizing this clause. Defaulting to '10 days' may be shorter than local law requires for consumer transactions.",{"step":376,"title":377,"description":378,"tip":379},6,"State repossession rights and the deficiency claim process","Describe the seller's repossession rights on uncured default, the process for selling the repossessed asset, how proceeds are applied, and the buyer's liability for any remaining deficiency.","Check whether the governing jurisdiction requires a specific redemption period — a window during which the buyer can reclaim the asset by paying the full outstanding balance — before the seller may sell it.",{"step":381,"title":382,"description":383,"tip":384},7,"Confirm governing law and sign before delivery","Choose the governing law of the jurisdiction where the asset will be located and used. Both parties must sign before the asset is delivered — post-delivery signatures create consideration issues under common-law rules.","Use a witness or notary where required by local law — some jurisdictions require witnessed signatures on secured-transaction documents for them to be registered.",{"step":386,"title":387,"description":388,"tip":389},8,"Attach a bill of sale draft for final title transfer","Include a draft Bill of Sale as Schedule B, pre-signed in escrow or held by the seller, to be released to the buyer upon confirmation of the final payment. This avoids delays in title delivery after the buyer has paid in full.","State in the agreement that the seller will deliver the executed Bill of Sale within five business days of final payment — a specific deadline prevents the seller from delaying title transfer after receiving all funds.",[391,395,399,403,407,411],{"mistake":392,"why_it_matters":393,"fix":394},"Failing to perfect the retained title interest","Without a UCC-1 filing (US), PPSA registration (Canada), or equivalent registration, the seller's retained title is invisible to third parties. A buyer's trustee in bankruptcy or a subsequent secured creditor may defeat the seller's claim to the asset.","File a financing statement in the correct registry within 20 days of the buyer taking possession. Include the asset's serial number in the filing to ensure it is identifiable.",{"mistake":396,"why_it_matters":397,"fix":398},"Setting a cure period shorter than the statutory minimum","In consumer transactions, many US states and Canadian provinces mandate minimum cure periods — commonly 15 to 30 days — before a seller may repossess. A shorter contractual period is void, and proceeding on it exposes the seller to wrongful-repossession liability.","Research the applicable statutory minimum before drafting and set the cure period at that minimum or longer. Note it by jurisdiction in the governing-law clause.",{"mistake":400,"why_it_matters":401,"fix":402},"Omitting the buyer as insured with seller as loss payee","If the asset is destroyed and only the buyer holds the insurance policy, the proceeds belong to the buyer. The seller retains a claim for the balance but has lost the underlying collateral, leaving an unsecured deficiency that may be uncollectable.","Require the buyer to maintain insurance at full replacement value, name the seller as loss payee, and provide a certificate of insurance within a set number of days of signing.",{"mistake":404,"why_it_matters":405,"fix":406},"Using a vague or incomplete asset description","An asset described only as 'one forklift' or 'commercial refrigeration unit' cannot be uniquely identified for repossession or registration purposes. A third party with a competing claim may argue the financing statement does not cover the specific item.","Always include the manufacturer, model number, serial number, and year in the asset description — in both the agreement and any financing statement filed.",{"mistake":408,"why_it_matters":409,"fix":410},"Attempting self-help repossession without checking local law","Physically reclaiming an asset from a buyer's premises without consent or a court order is unlawful in many jurisdictions, even when the seller holds title. Wrongful repossession claims can result in damages that exceed the asset's value.","Verify the repossession rules in the governing jurisdiction before acting. Where self-help is restricted, obtain a court order or engage a licensed repossession agent operating within legal limits.",{"mistake":412,"why_it_matters":413,"fix":414},"No acceleration clause","Without an acceleration clause, a defaulting buyer owes only the missed installment — the seller must wait for each future missed payment to mount a new claim, turning a single default into years of litigation.","Include an explicit acceleration clause stating that the entire outstanding balance becomes immediately due upon default at the seller's election.",[416,419,422,425,428,431,434,437,440],{"question":417,"answer":418},"What is a conditional sale agreement?","A conditional sale agreement is a contract in which the seller delivers possession of an asset to the buyer immediately but retains legal title until the buyer satisfies a defined condition — almost always the payment of the full purchase price in installments. It is commonly used for vehicles, equipment, and business assets sold on direct seller financing, and it gives the seller an enforceable right to repossess the asset if the buyer defaults before paying in full.\n",{"question":420,"answer":421},"How is a conditional sale agreement different from a hire purchase agreement?","In a hire purchase arrangement, the buyer makes rental-style payments and has an option to purchase the asset at the end of the term but is not obligated to do so. In a conditional sale, the buyer is contractually committed to completing the purchase — the sale is already agreed, and title passes automatically once all payments are made. Both structures retain title with the seller during the payment period, but a conditional sale creates a binding purchase obligation from day one.\n",{"question":423,"answer":424},"Who holds title to the asset during a conditional sale?","The seller retains legal title throughout the payment period. The buyer holds possession and typically bears the risk of loss from delivery onward, but cannot freely sell, pledge, or encumber the asset because they do not own it. Legal title transfers to the buyer automatically — or upon delivery of a bill of sale — once the final payment is received and all conditions are satisfied.\n",{"question":426,"answer":427},"Does a conditional sale agreement need to be registered?","In most jurisdictions, yes — registration is strongly recommended and often legally required to protect the seller's retained title against third parties. In the US, the seller should file a UCC-1 financing statement with the Secretary of State. In Canada, registration under the applicable provincial Personal Property Security Act is required. In the UK, motor vehicle conditional sales can be checked via the HPI register. Without registration, a buyer's creditors or trustee in bankruptcy may be able to claim the asset ahead of the seller.\n",{"question":429,"answer":430},"What happens if the buyer defaults on a conditional sale agreement?","Upon default — typically a missed payment or breach of a material obligation — the seller must normally issue a written notice of default and allow the buyer a cure period (often 15 to 30 days, depending on jurisdiction and whether the transaction is consumer or commercial). If the buyer does not cure, the seller may exercise an acceleration clause to call the entire balance due, repossess the asset (subject to local repossession rules), sell it, and pursue the buyer for any deficiency remaining after the sale proceeds are applied.\n",{"question":432,"answer":433},"Can the buyer sell the asset before paying in full?","Generally no. Because the seller retains legal title, the buyer does not have the right to sell or transfer the asset to a third party without the seller's written consent. A purported sale by the buyer before title transfers may be void or voidable, and selling encumbered goods knowingly can expose the buyer to fraud liability in many jurisdictions. The agreement should explicitly prohibit unauthorized transfer.\n",{"question":435,"answer":436},"What is the difference between a conditional sale agreement and a secured loan?","In a secured loan, the buyer takes full title to the asset immediately and grants the lender a security interest (a lien) over it as collateral. In a conditional sale, the seller never gives up title in the first place — the seller remains the legal owner until paid in full. Practically, both give the financer recourse to the asset on default, but the legal mechanism is different. Secured loans are governed by lending laws; conditional sales are governed by sale-of-goods and secured-transactions legislation.\n",{"question":438,"answer":439},"Is a conditional sale agreement enforceable in consumer transactions?","Yes, but consumer conditional sales are typically subject to additional regulatory requirements — mandatory cure periods, disclosure obligations, cooling-off rights, and restrictions on self-help repossession — under consumer protection legislation. In the US, the FTC Holder Rule and state-level consumer goods laws apply. In the UK, the Consumer Credit Act 1974 governs conditional sales of goods above a minimum threshold. In Canada, provincial consumer protection acts impose disclosure and cancellation rights. Legal review is particularly important for consumer-facing conditional sale agreements.\n",{"question":441,"answer":442},"Do I need a lawyer to draft a conditional sale agreement?","For straightforward commercial asset sales between businesses, a high-quality template with proper completion is often sufficient, provided the seller also perfects their security interest by filing the appropriate registration. Legal review is strongly recommended when the asset is high-value (over $50,000), the buyer is a consumer, the transaction involves cross-border parties, or the seller intends to enforce aggressively in a jurisdiction with complex repossession rules. A 1–2 hour review typically costs $300–$600 and is worthwhile for any asset where repossession would matter financially.\n",[444,448,452,456],{"industry":445,"icon_asset_id":446,"specifics":447},"Automotive and vehicle sales","industry-automotive","VIN-specific asset descriptions, odometer disclosure requirements, state titling and lien notation on the certificate of title, and compliance with FTC Used Car Rule for dealer sales.",{"industry":449,"icon_asset_id":450,"specifics":451},"Construction and heavy equipment","industry-construction","Serial-number-based UCC or PPSA registration, maintenance and repair obligations during the payment period, and insurance at replacement-cost value given high asset depreciation risk.",{"industry":453,"icon_asset_id":454,"specifics":455},"Manufacturing and industrial supply","industry-manufacturing","Multi-asset schedules covering production lines or equipment packages, permitted-use restrictions tied to the buyer's facility, and cross-default provisions linked to supply or distribution agreements.",{"industry":457,"icon_asset_id":458,"specifics":459},"Retail and consumer goods","industry-retail","Consumer Credit Act compliance in the UK, provincial consumer protection disclosure in Canada, FTC and state-level cooling-off and cure-period rules in the US, and plain-language summary requirements.",[461,464,467,470],{"vs":88,"vs_template_id":462,"summary":463},"bill-of-sale-D1228","A bill of sale transfers full legal title to the buyer immediately upon signing or delivery — there is no retained title and no ongoing payment obligation. A conditional sale agreement is used specifically when the buyer will pay over time and the seller needs to retain title as security. Use a bill of sale for completed, one-time cash or upfront-payment sales; use a conditional sale agreement for installment sales where default and repossession are realistic scenarios.",{"vs":104,"vs_template_id":465,"summary":466},"equipment-lease-agreement-D159","A lease grants the lessee a right to use the equipment for a defined term in exchange for periodic rent, with the lessor retaining ownership throughout and the asset returning at lease end (unless a purchase option is exercised). A conditional sale commits both parties to a sale from day one — the buyer will own the asset once all payments are made. Leases suit businesses that want flexibility to return or upgrade equipment; conditional sales suit buyers who intend to own the asset outright.",{"vs":122,"vs_template_id":468,"summary":469},"loan-agreement-D166","A loan agreement provides funds to the borrower, who then purchases the asset and takes immediate title, granting the lender a security interest as collateral. A conditional sale keeps title with the seller — no separate financing instrument is needed. Loan agreements are used when a third-party lender funds the purchase; conditional sales are used when the seller provides financing directly. Both give the financer recourse to the asset on default, but through different legal mechanisms.",{"vs":250,"vs_template_id":471,"summary":472},"business-purchase-agreement-D1225","A business purchase agreement governs the sale of an entire business — including goodwill, contracts, employees, and liabilities — with title typically transferring at closing. A conditional sale agreement is suited to individual assets or chattel sold on installment terms. Where seller financing is used in a business acquisition and the purchase price will be paid over time, the two documents may be used together, with the conditional sale covering specific identified assets within the broader transaction.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Commercial asset sales between businesses where the asset value is under $50,000 and both parties are in the same jurisdiction","Free","30–60 minutes",{"best_for":479,"cost":480,"time":481},"Assets valued above $50,000, consumer transactions, cross-border sales, or any deal where repossession enforcement is a realistic scenario","$300–$700","1–3 days",{"best_for":483,"cost":484,"time":485},"High-value equipment or vehicle fleets, regulated consumer lending programs, multi-jurisdictional sales, or transactions requiring bespoke default and enforcement mechanics","$1,500–$5,000+","1–3 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","Conditional sales of personal property are governed as secured transactions under UCC Article 9. The seller must file a UCC-1 financing statement with the Secretary of State in the buyer's jurisdiction within 20 days of delivery to perfect the retained security interest against third parties. Consumer transactions are subject to additional protections under state consumer protection laws and the FTC Holder Rule. California, Texas, and New York impose specific cure-period and repossession notice requirements that override shorter contractual periods.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","Each province has its own Personal Property Security Act (PPSA) requiring registration of the seller's security interest to achieve priority over third-party creditors. Ontario, British Columbia, and Alberta are the primary commercial provinces; Quebec operates under a distinct civil law system with registration under the Register of Personal and Movable Real Rights (RPMRR). Consumer conditional sales are subject to provincial consumer protection acts — Ontario's Consumer Protection Act 2002 and BC's Business Practices and Consumer Protection Act impose mandatory disclosure and cancellation rights.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","Conditional sale agreements in the UK are regulated by the Consumer Credit Act 1974 for agreements where the credit element does not exceed £25,000 and the buyer is an individual or small partnership. Regulated agreements require specific pre-contract disclosures, a statutory cooling-off right, and court orders for repossession once the buyer has paid one-third or more of the total price (the 'protected goods' rule). Commercial conditional sales between businesses are largely unregulated but should comply with the Sale of Goods Act 1979 and the Bills of Sale Act for certain asset types.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","Reservation-of-title clauses are recognized across EU member states but enforceability and registration requirements vary significantly. Germany's Eigentumsvorbehalt is widely used and does not require registration to be effective between the parties. France requires specific language and, in some cases, registration against insolvency. The EU Consumer Credit Directive (2008/48/EC, amended by Directive 2023/2225) imposes disclosure, right-of-withdrawal, and early-repayment rights on consumer credit agreements. Cross-border conditional sales within the EU should specify governing law under the Rome I Regulation.",[247,244,508,251,509,510,511,512,512,513,514,515],"loan-agreement-D417","purchase-order-D1411","promissory-note-D434","security-agreement-D915","sales-invoice-D383","non-disclosure-agreement-nda-D12692","credit-note-D13639","website-terms-and-conditions-D13193",{"emit_how_to":205,"emit_defined_term":205},{"primary_folder":149,"secondary_folder":518,"document_type":519,"industry":520,"business_stage":521,"tags":522,"confidence":528},"sales-and-purchase","agreement","general","all-stages",[523,524,525,526,527],"contract","legal","conditional-sale","payment-terms","asset-transfer",0.95,"\u003Ch2>What is a Conditional Sale Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Conditional Sale Agreement\u003C/strong> is a legally binding contract in which a seller transfers immediate physical possession of an asset to a buyer, but retains legal title until the buyer satisfies a defined condition — almost always payment of the full purchase price through an agreed installment schedule. The structure gives the buyer use of the asset from day one while giving the seller an enforceable security mechanism: because the seller remains the legal owner throughout the payment period, the seller can repossess the asset without the procedural complexity of foreclosing on a separate lien if the buyer defaults. It is widely used for vehicles, commercial equipment, machinery, and other tangible goods sold on direct seller financing, and it is the foundational legal instrument underlying dealer-financed auto sales, equipment-to-own programs, and small business asset disposals where third-party bank lending is not involved.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written conditional sale agreement, a seller who has delivered an asset and accepted installment payments has limited legal options when the buyer stops paying. An oral arrangement or a simple invoice provides no title retention language, no defined default events, no acceleration clause, and no documented repossession right — leaving the seller in the position of an unsecured creditor competing with the buyer's other obligations. Worse, delivering an asset without perfecting a retained security interest through a UCC-1 filing or PPSA registration means the seller's title claim can be defeated by a subsequent creditor or a trustee if the buyer enters insolvency. A properly drafted and registered conditional sale agreement establishes exactly who owns the asset at every point in the payment period, what the buyer must do to preserve that right, and what remedies the seller can exercise — immediately and without ambiguity — the moment a payment is missed.\u003C/p>\n",1778773467029]