Notice of Intention to Sell Goods After Breach Template

In plain language: Identifies the sender (seller) and recipient (buyer) with full legal names, addresses, and the date of the notice.

Common mistake: Using a trading name instead of the buyer's registered legal entity name — this creates enforceability problems if you later pursue the deficiency in court.

In plain language: States the purpose of the letter and references the original purchase agreement or order number so the recipient can immediately identify the transaction.

Common mistake: Omitting the original agreement reference number. Without it, the buyer may claim confusion, delaying any cure or response.

In plain language: Clearly sets out the specific obligation the buyer has failed to meet — payment, collection, or both — including the amounts owed and the dates by which obligations were due.

Common mistake: Being vague about the nature of the breach. A notice that says 'you have not fulfilled your obligations' without stating which obligation and which deadline is too imprecise to trigger a cure obligation.

In plain language: Identifies the specific goods at issue — description, quantity, unit price, and total contract value — so there is no dispute about what is being held and what will be resold.

Common mistake: Using a generic description like 'the goods ordered.' If the buyer disputes which goods are involved, a vague description undermines your notice.

In plain language: Gives the buyer a specific number of days to remedy the breach — typically 7 to 14 days from the date of the notice — before the seller proceeds to resell.

Common mistake: Setting an unrealistically short cure period — fewer than 7 days for a commercial transaction — which some courts treat as procedurally inadequate and which weakens your damages claim.

In plain language: Formally declares the seller's intent to resell the goods on or after the deadline if the breach is not cured, preserving the seller's right to recover any resulting shortfall.

Common mistake: Failing to mention recovery of resale costs. Sellers who omit this often cannot later claim storage, remarketing, or transaction costs from the defaulting buyer.

In plain language: States that sending this notice does not waive any other remedies the seller may have under the contract or applicable law.

Common mistake: Omitting this clause entirely. Without a reservation of rights, the buyer may argue that issuing this notice was an election of remedy that bars the seller from pursuing other claims.

In plain language: Tells the buyer exactly who to contact and how to cure the breach — payment method, collection logistics, or both — removing any practical excuse for non-response.

Common mistake: Providing only an email address with no fallback. If the email bounces or goes unread, the seller has no record of a meaningful attempt to offer the buyer a path to cure.

In plain language: Closes the letter formally with the sender's name, title, and company, providing a clear record of who issued the notice and on whose authority.

Common mistake: Signing with an illegible signature and no printed name or title. If the notice is later relied upon in a dispute, the sender must be clearly identifiable.

It is a formal letter a seller sends to a buyer who has defaulted on a purchase contract — by failing to pay or collect ordered goods — to notify them that the goods will be resold unless the breach is remedied within a stated deadline. It documents the seller's intent, preserves the right to recover any resale shortfall, and gives the buyer a final opportunity to cure before the seller acts.

Send it as soon as the buyer's payment or collection deadline has passed and you have confirmed the breach is not a simple administrative delay. The earlier you issue the notice, the sooner the cure period begins and the sooner you can act — important when goods are deteriorating, taking up storage space, or needed for other customers.

In most commercial contexts, giving the buyer reasonable notice and a cure opportunity before reselling is considered best practice and strengthens your legal position. The required period varies by jurisdiction and contract terms, but 7 to 14 days is widely accepted for non-perishable goods. Always check your original contract for any specified notice requirements before acting.

Yes, in most jurisdictions a seller who resells goods after a buyer's breach can claim the deficiency — the difference between the original contract price and the resale price — plus reasonable resale costs such as storage, remarketing, and transaction fees. The notice should explicitly state this intention to preserve the claim.

Not automatically. This notice declares your intention to resell and recover losses — it does not necessarily terminate all obligations under the original agreement. Include a reservation of rights clause to make clear you are not waiving other contractual remedies. If you also want to terminate the contract, issue a separate notice of termination.

A wet signature is not strictly required for most commercial notices of this type, but the notice should clearly identify the authorized sender — full name, title, and company — to be taken seriously and to support any subsequent legal action. Sending it from a business email address with a named signatory is sufficient in most cases.

Keep a copy of the notice, proof of delivery (tracked courier receipt, read-receipt confirmation, or registered mail certificate), the original purchase order or agreement, and all subsequent resale documentation including marketing efforts, offers received, and the final sale price. This paper trail is essential if you later pursue the deficiency in court.

This template suits non-perishable or standard commercial goods. For perishable goods, a shorter or even immediate-resale notice may be warranted to satisfy your mitigation obligation. Consider consulting a lawyer or using a specialist template designed for perishable goods if the situation is time-critical.