A Bulk Sale Agreement records the sale of goods by a business of its inventory. In
order to protect the purchaser from claims made by creditors of the seller, the seller
must usually complete an affidavit outlining its secured and unsecured creditors. This
form contains both standard clauses as well as opportunities for customization to ensure
that the understandings of the parties are properly set forth. This agreement is useful to
a business that wishes to sell a product in bulk or if the business is selling a large
portion of its inventory, or by a person or entity who is purchasing goods from a seller in
bulk.
BULK SALES AGREEMENT
THIS BULK SALE AGREEMENT (HEREINAFTER THE “AGREEMENT”) IS MADE
EFFECTIVE __________ DAY OF __________, _____ (HEREINAFTER
“EFFECTIVE DATE”) BETWEEN _______________ [NAME OF SELLER] WITH
ITS PRINCIPAL PLACE OF BUSINESS AT ______________ (HEREINAFTER THE
"SELLER"), AND ______________ [NAME OF BUYER, WITH ITS PRINCIPAL
PLACE OF BUSINESS AT ______________ (HEREINAFTER THE "BUYER").
THE PARTIES HERETO AGREE AS FOLLOWS:
1. THE SELLER HEREBY AGREES TO SELL TO THE BUYER, AND THE BUYER
AGREES TO BUY FROM THE SELLER, ALL OF A CERTAIN STOCK OF GOODS,
WARES AND MERCHANDISE (HEREINAFTER THE “STOCK”) BELONGING TO
THE SELLER, AND NOW LOCATED IN THE WAREHOUSE AT _______________
[WAREHOUSE LOCATION], TOGETHER WITH ALL MERCHANDISE
THEREIN, BELONGING TO THE SELLER.
2. UPON THE SIGNING AND EXECUTION OF THE AGREEMENT, AND THE
PAYMENT OF THE EARNEST MONEY HEREINAFTER MENTIONED, THE
WAREHOUSE SHALL BE CLOSED TEMPORARILY. AN INVENTORY SHALL
BE TAKEN IMMEDIATELY AND DELIVERED TO THE BUYER AT AN AGREED
SUM OF __________ [AMOUNT IN WORDS] DOLLARS ($_________) [AMOUNT
IN NUMERALS], EXCLUSIVE OF TRANSPORTATION CHARGES OR
EXPENSES, AND LESS ANY DEPRECIATION DUE TO DAMAGES OR WEAR
AND TEAR.
3. THE STOCK, FURNITURE, AND FIXTURES SHALL BE INVENTORIED AT
____________________ [LOCATION]. ANY DISPUTE OR CLAIMS IN RELATION
TO THE INVENTORY MUST BE HELD AT ______________________
[LOCATION].
4. PARTIES AGREE TO ALLOW __________ [AMOUNT IN WORDS] (___)
[AMOUNT IN NUMERALS] DAYS TO COMPLETE THE INVENTORIES, UPON
WHICH DATE ALL OF THE STOCK SHALL BE THEREUPON DELIVERED BY
THE SELLER TO THE BUYER.
5. THE BUYER HEREBY AGREES TO, UPON THE EXECUTION OF THE
AGREEMENT, DEPOSIT IN ESCROW IN _________________ [NAME OF BANK],
THE SUM OF __________ [AMOUNT IN WORDS] DOLLARS ($_________)
[AMOUNT IN NUMERALS] AS EARNEST MONEY TO BIND THE
TRANSACTION. SHOULD THE SELLER FAIL TO MAKE GOOD TITLE TO THE
STOCK, SELLER MUST RETURN TO THE BUYER THE MONIES PAID BY THE
BUYER. UPON THE CONSUMMATION OF THE TRANSACTION AND THE
TENDER OF THE SELLER TO THE BUYER OF THEIR CERTAIN BILL OF SALE
TO THE STOCK AND AN BULK SALE/TRANSFER AFFIDAVIT, SHOWING THAT
THE SELLER HAS COMPLIED WITH ALL THE REQUIREMENTS AND
CONDITIONS OF THE BULK SALES LAW OF _____________ [STATE] AND
THAT THEY WILL FURNISH TO BUYER A FULL AND COMPLETE LIST OF ALL
CREDITORS OF THE WAREHOUSE, TOGETHER WITH THE AMOUNTS DUE TO
THE CREDITORS. BUYER SHALL IMMEDIATELY PAY THE CREDITORS IN
FULL SUCH AMOUNTS THAT SELLER OWES TO THEM, AND THAT THE
TOTAL AMOUNT SHOWN TO BE DUE BY THE SELLER SHALL BE DEPOSITED
IN ESCROW IN _________________ [NAME OF BANK], UNTIL ALL CREDITORS
OF THE WAREHOUSE GIVE A RELEASE OF THEIR CLAIM AGAINST THE
WAREHOUSE, OR THE INDIVIDUAL MEMBERS THEREOF. BUYER SHALL
SUBSEQUENTLY PAY TO THE SELLER THE TOTAL AMOUNT OF THE
INVOICE IN CASH AND THE PAYMENT SHALL BE ACCEPTED IN FULL
PAYMENT FOR THE STOCK.
6. THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS,
EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES, SUCCESSORS,
AND ASSIGNS. IN CASE OF FAILURE, THE PARTIES BIND THEMSELVES
EACH TO THE OTHER IN THE SUM OF __________ [AMOUNT IN WORDS]
DOLLARS ($_________) [AMOUNT IN NUMERALS] TOWARD LIQUIDATED
DAMAGES TO BE PAID BY THE FAILING OR DEFAULTING PARTY.
BUYER:
SIGNATURE DATE
SELLER:
SIGNATURE DATE
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