Business

Business — Comments Off on Template for Co-Op Promotional and Sales Agreement between Seller & Reseller
14
Aug 21

Template for Co-Op Promotional and Sales Agreement between Seller & Reseller

Template for Co-Op Promotional and Sales Agreement between seller and reseller. Template for reseller agreement, promotional agreement, reseller sample contract. Available in PDF and Word formats.

This Co-op Promotional Agreement (“Agreement”) is made and effective this ________ (Date), by and between (“Vendor”)__________________________________________ (name and address) and (“Reseller”) _____________________________________ _ (name and address).

Vendor sells products under the trade name ________________________ (“Product). Reseller resells and/or promotes the sale of many goods.

Vendor and Reseller desire to arrange for Vendor to supply the following materials and pay to Reseller for Reseller’s promotion of the Product as set forth herein.

Therefore, in consideration of the foregoing, it is agreed:

1. Product Promotion.

Reseller agrees to provide the following special promotion or promotions of the Product (“Promotion”): _________________________________________________. Reseller will take the necessary steps to insure the Promotion is timely and completely carried out by doing one or more of the following, as appropriate:  delivering through messenger or other service to each of Reseller’s selling locations or outlets the promotional material (s) and/or products described in this Agreement, informing local managers that Vendor’s personnel will be present to provide additional training and or support, and the dates of the training and support, and/or confirming with local managers that Reseller’s obligations are being timely completed.  If the Promotion involves placement of Vendor’s advertising in a catalog, tabloid or circular insert, Reseller shall insure that such advertisement or insertion, if any, is made exactly as specified in this Agreement.

2.        Materials.

A. The following materials, if required, are provided by Vendor upon execution of this Agreement or will be provided shortly to enable Reseller to timely complete the Promotion: _________________________________________________________.

B.  The following materials, if any, are in the possession of Reseller and will be used by

Reseller in performing their duties in the Promotion (s): _________________________.

3. Term.

The Reseller will completely implement the Promotion not later than ____________ and the promotion shall continue until ______________________.

4. Principal Contacts and Notices.

The principal contact for each party for the purpose of discussing matters related to this

Agreement is as follows:

If to Reseller: __________________________________________________________.

If to Vendor:    __________________________________________________________.

Any notice given pursuant to this Agreement shall be in writing to the firms identified above by a recognized overnight delivery service such as Federal Express.

5. Proof of Performance.

Reseller shall provide Vendor reasonable proof that the Promotion has been completed on a timely basis including, but not limited to the following evidence: ______________________________________________________________________.

6. Fees & Charges.

In consideration of the performance of the Promotion as set forth herein, Vendor shall pay Reseller  ____________________. The vendor shall pay the fee to Reseller not later than thirty (30) days following Reseller’s’ delivery to Vendor of proof of performance as set forth in Section 5 above together with Reseller’s invoice.  Reseller is entitled to deduct the amount of its fees for the Promotion from amounts to be paid to Vendor for Product purchases or any other charges.  In the event of a good faith partial performance by the Reseller, the Vendor shall pay Reseller a pro rata portion of the fees, but only if Reseller has substantially completed its obligations in this Agreement.

7. Use of Trademarks.

The vendor hereby grants to Reseller a limited right and license to use Vendor’s name, logo, and trademarks associated with the Product to perform Reseller’s obligations in this Agreement.  Use of the trademarks is subject to Vendor’s prior approval.  Reseller’s license in the Marks shall terminate upon the conclusion of the Promotion.

8. Complete Performance.

In the event, the Reseller fails to supply adequate proof of performance, or if Reseller has not substantially completed the Promotion for the benefit of the Vendor as set forth in this Agreement, the Vendor shall not be obligated to pay any part of the fee to Reseller.  In such event, the Vendor may offer to Reseller its next available similar promotional opportunity that Reseller may accept or reject at its own discretion.

9. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

10. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

11. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

12. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

13. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                                              _______________________

Vendor                                                                                              Reseller

Co-Op Promotional and Sales Agreement – Review List

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

  1. Co-op allowances are typically “coerced” by resellers and retailers to entice vendors to get them to buy.  Percentage of Sales are less risky from a business sense than flat fees which often exceed the value of the actual transaction the vendor is seeking.  In other words, vendors are often much better off to offer a “price” discount, even if a steep one, than risk that a flat fee will not be profitable from their standpoint.
  • Each party should review the terms of the Co-op Promotional Agreement. Make sure you are comfortable with all of the provisions, particularly concerning: definition of the “Promotion”; proof of performance; amounts to be paid and under what circumstances.
  • As with any Agreement, consider consulting a lawyer and print two copies of the Co-Op Promotional Agreement, so each party can have an original.
  • Finally, vendors should be aware that in entering the first of these kind of co-op agreements with a reseller or retailer, the reseller or retailer is apt to look to them for more of the same in the future.  In other words, although the first such Agreement is indeed temporary from a legal point of view, most resellers consider it an ongoing “opportunity” to require the Vendor to do more of the same from a business point of view.  In the most practical of terms, Simply Media rarely enters into these agreements, and when it does so, only on a percentage discount basis.  Co-op funds have killed more than a few of our competitors through requiring them to “overpay” for distribution and then being trapped into more of the same in the future.  Price discounts for promotional events, however, can be a win/win for both parties.  At least with a price discount, you “know” your costs.  With a front-end co-op Agreement, you cannot be sure you can earn out the fee.
  • From the Reseller or Retailer’s point of view, they should consider requesting a larger price discount, as opposed to a front-end fee, from their suppliers.  You can often negotiate quite a good deal if you approach the vendor appropriately on the subject.  Some of the best negotiations by Resellers and Retailers include doing the promotion a bit off-season which gives the Vendor added incentive to provide a good or even great deal.
  • Print two copies of the Agreement so each party may retain an original for their records.
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Business — Comments Off on Sample Consulting and Service Contract Template
14
Aug 21

Sample Consulting and Service Contract Template

Following is the Simple and comprehensive consulting service agreement for hr, freelancer, training, marketing, accountancy and template for all types of consulting services. 

This Consulting Agreement is made on _________________, by and between ______________ (“Consultant”) and _______________________ (“Customer”).

Whereas Customer requires certain services Consultant can provide, and Consultant wishes to provide services to Customer, the parties agree as follows:

  1. Description of Services.   Starting on ___________ (“Date”), Consultant shall provide the following services (“Services) for Customer:  ___________________________________.

2.  Performance of Services.  The manner in which the Services are to be performed and the hours to be worked by Consultant shall be determined by Customer.   Consultant shall get prior approval from Customer for the hours to be worked and billed by Consultant.

3.  Expense Reimbursement.  Consultant shall get prior approval for the kinds, types, and amounts of expenses to be reimbursed, if any, by the Customer.   

4.  Payment.  Customer will pay Consultant bi-weekly for Services performed and Expenses incurred according to this Agreement.

  • Support Services by Customer.  Customer shall provide the following support staff, office space, and services support to Consultant while on Customer premises (“Premises”):  _______________________________________________________________.

6.   Termination.  Either party may terminate this Agreement at any time, with or without cause.

7.   Relationship of the Parties.  A consultant is an independent contractor with respect to, and not an employee of, Customer.   Therefore, the Customer is not responsible for providing any fringe benefits to Consultant including, but not limited to, health insurance, paid vacation, or any other employee benefit.

8.  Disclosure.  The consultant must disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of the Customer.  Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to the business of the Customer.

9.   Employees.  Consultant’s employees, if any, who perform services for Customer under this Agreement, directly or indirectly, shall also be bound by the provisions of this Agreement.  Consultant shall make take all necessary steps to effect compliance with this condition of the Agreement.

10. Insurance.  Consultant shall obtain all necessary insurance and other benefits required by law for its employees or subcontractors.   Consultant shall show such evidence to Customer prior to beginning work on Customer’s premises.

11. Assignment.  Consultant’s obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of Customer.  This consent may be withheld for any reason whatsoever.

12. Intellectual Property. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, “Intellectual Property”):

A. Consultant’s Intellectual Property. Interest in the Intellectual Property that is described on the attached Exhibit 1 is not subject to this Agreement.

B. Development of Intellectual Property.  Any improvements to Intellectual Property items listed on Exhibit 1, further inventions or improvements, and any new items of Intellectual Property discovered or developed by Consultant or their Employees, if any, during the term of this Agreement shall be the property of Customer.  Consultant shall sign all documents necessary to perfect the rights of in such Intellectual Property, including the filing and/or prosecution of any applications for copyrights or patents.  Upon request, Consultant shall sign all documents necessary to assign the rights to such Intellectual Property to Customer.

13. Confidentiality. Consultant recognizes that Customer will disclose certain proprietary information of a broad nature.  Consultant agrees to hold all such information in confidence by itself, and by its employees if any.  This clause shall be interpreted broadly in favour of the Customer.

14. Unauthorized Disclosure of Confidential or other Information.  If it appears that Consultant has disclosed, or threatened disclosure, of Information in violation of this Agreement, Customer shall be entitled to an injunction to restrain Consultant or any of its employees, if any, from disclosing, in whole or in part, such Information, or from providing      any services to any party to whom such information has been disclosed or may be disclosed.   The customer shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

15. Confidentiality after Termination.  The confidentiality and non-disclosure provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

16.  Return of Records.  Upon termination of this Agreement, Consultant shall deliver all records, notes, memos, email, equipment, and any other related materials to Customer.  A consultant will eliminate, erase, and otherwise dispose of any copies under its, or its employees, if any, possession, custody, or control.

17. Notices.

Any notice required by this Agreement or given in connection with it shall be in writing and shall be given to the appropriate party by personal delivery or recognized overnight delivery service such as FedEx.

If to the Consultant: _____________________________________________________.

If to the Customer: ___________________________________________________.

18.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

19.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that is not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

20.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

21.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party and do not alter any terms of this Agreement.

22.  Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                                              _______________________

Customer                                                                                Consultant

___________________

Date

Sample Consulting Agreement – Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  Customers should always get a consulting agreement signed to limit their exposure to expense and disclosure of confidential information.  If the consultant will not sign such an agreement, don’t do the deal.  If you are a consultant, a signed deal can benefit you to get terms and conditions agreed to so you can be assured of proper payment and treatment on the job.

  1. Sign in multiple copies.  Keep one copy with your file for the other party.
  1. If the Consultant only has one or two employees/contractors, get them to sign this Agreement as well.  If you are the Consultant, you are well-advised to get your employees/contractors to sign this Agreement so they are bound by its terms as well—and you are not left holding the proverbial “bag” should something go wrong.

This is a form of good care that will serve you well over time if you get these agreements signed on a regular basis.

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Business — Comments Off on Sample Consignment, Stock & Retail Agreement
14
Aug 21

Sample Consignment, Stock & Retail Agreement

This Consignment Agreement (“Agreement”)made as of ________ (Date), by and           between  ________________________ (“Consignor”) and _______________________ (“Consignee”).

Whereasthe Consignor wishes to sell certain products (“Products”) on consignment and

Consignee wishes to sell the Products on behalf of the Consignor;

Therefore in consideration of the premises, the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto agree as follows:

1.       Sale by Consignment.  The Consignee will, from time to time, place orders for the Products from the Consignor.  The Consignor may, at its sole discretion, accept such orders and ship such Products on consignment to the Consignee, subject to and in accordance with the terms and conditions of this Agreement.  The Consignee shall take delivery and make payment as required hereunder for all Products ordered by it, but nothing in this Agreement shall be deemed to obligate the Consignor to fill any or all of the Consignee’s orders for Products.

2.    Ownership of Products.  Title to, and property and ownership in, all Products shall remain with the Consignor until such time as their removal may be directed in writing by the Consignor or until such time as they may be disposed of by bona fide sale by or to the Consignee or as may otherwise be hereinafter provided.

3.       Payment for Products.  The Consignor shall invoice the Consignee for all Products shipped to the Consignee pursuant to the terms of this Agreement.  The Consignee shall, within thirty (30) days following the sale of any Product, pay to the Consignor the invoiced price of such Product plus applicable taxes.  For the purposes of this Agreement, the Consignee shall be deemed to have sold a Product if such Product is (i) sold by the Consignee, (ii) removed, withdrawn, lost or stolen from the Consignee’s stock on hand, (iii) damaged or destroyed, or (iv) otherwise not physically present in the Consignee’s stock on hand. The Consignee shall not be obligated to pay the Consignor for any Product that is returned to the Consignor undamaged in its original packaging.  All overdue amounts shall bear interest at the rate of twelve percent (12%) per year.

4.     Books and Records.  The Consignee will at all times maintain accurate books and records relating to the possession and sale of the Products and the proceeds thereof, and the Consignor may, upon request, examine the Consignee’s records for any purpose consistent with the terms of this Agreement.

5.       Risk of Loss.  All risk of loss in the Products shall pass to the Consignee upon shipment of the Products to the Consignee.  The Consignee shall insure the Products against all risks against which such goods are customarily insured and shall provide evidence of such insurance coverage to the Consignor upon request, from time to time.

6.      Location of Products/Right to Inspect.  Products will be kept at the address of the Consignee shown above, and the Consignee will not permit any Products to become kept or stored at any other location without the prior written consent of the Consignor.  The Consignee shall, at all reasonable times, and from time to time, allow the Consignor and the Consignor’s agents to enter upon any premises upon which the Products are located and examine or inspect the Products wherever located.

7.      Removal of Products.  The Consignor may, at any time, and for any reason whatsoever, take possession of and remove all or part of the Products with or without notice to the Consignee.  The Consignee hereby gives the Consignor the right to enter upon any premises upon which the Products are located in order to enforce the Consignor’s rights under this paragraph.

8.      Condition of Products.  The Consignee will keep the Products free from any lien, security interest or encumbrance adverse to the ownership interest of the Consignor, and shall maintain the Products in good condition and will not waste or destroy any of the Products or use the same in violation of any statute or ordinance.

9.       Not Intended as Security.  This Agreement and the sale of Products on consignment by the Consignor to the Consignee is not intended to be as security for any obligation of the Consignee to the Consignor.

10.     Termination.  This Agreement shall commence on the date upon which it is executed by both parties.  Either party may terminate this Agreement at any time upon giving thirty (30) days prior written notice to the other; provided however, that such termination shall not affect any payment obligation owing by the Consignee to the Consignor.  Upon termination of this Agreement, the Consignee shall pay to the Consignor, in addition to all other amounts owing to the Consignor, the invoiced price of all Products that are not returned to the Consignor undamaged in their original packaging.

11. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.

If to the Consignee: _____________________________________________________.

If to the Consignor: ___________________________________________________.

12.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

13.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

14.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

15.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

16.  Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                                              _______________________

Consignee                                                                               Consignor

___________________

Date

Consignment Agreement – Review List

This review list is provided to inform you about the document in question and assist you in its preparation.  Consignment agreements rarely work very well and the Consignor should work diligently to move the Consignee to being a paying customer.  Deep discounts are much to be preferred to the consignment, “Try it, you’ll like it,” approach.

As a practical matter for the Consignor should review the relationship monthly to be sure the terms and conditions are being lived up to and see if a possibility to converting the Consignee to a customer.  Remember, a consignment is not a sale and should not be accounted for in that manner according to GAP (Generally Accepted Accounting Principles).  If you attempt to pledge a consignment sale to almost any financial institution as a Sale or Accounts Receivable, you will be in violation of the agreement and usually chargeable with fraud for that action.  So be very careful how you account for any consignment transaction.

  1. Print multiple copies with each party having one.  Be sure to provide a copy to your outside financial institutions, if required by agreement with them.  Keep a copy with the Consignee’s file as well as in your minute book.
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Billing Problems / Business / Complaints / Customer Relations / Problems, Pointing Out — Comments Off on Sample for Claim for Over Pricing, Wrong Delivery
14
Aug 21

Sample for Claim for Over Pricing, Wrong Delivery

Date: ____________________________________

Claimant’s Name: _____________________________

Address of Claimant: __________________________

___________________________

Name of Carrier: _____________________________

Address of Carrier: __________________________

__________________________

This claim for $ ______ (_____________________________ & ____/100 dollars) is made against the carrier named above by _________________________, Claimant, for overcharge in connection with the following shipment(s):

Description of Shipment: ____________________________

Name and address of Shipper: _________________________

Shipped from ____________________________ to ____________________

Final Destination: ______________________ Routed Via ____________

Bill of lading issued by _______________________ (Company) on the ______________ day of _________________, 19___.

Paid freight bill No. _________________ Truck No. _____________ 

And initials ___________________________,

Name and Address of recipient __________________.

Nature of Overcharge: __________________________

DETAILED STATEMENT SHOWING HOW AMOUNT CLAIMED IS DETERMINED

Number of packages __________________, articles  _______________, weight ___________, rate ___________, charges  _____________, amount of overcharge ________________ Dollars.

Authority for rate or classification claimed: __________________________________________

In addition to the information given above, the following documents are submitted in support of this claim:

(___________) 1. Original Bill of lading, if not previously surrendered by carrier.

(___________) 2. Original Paid freight (“expense”) bill.

(___________) 3. Original Invoice or Certified Copy.

(___________) 4. Weight Certificate or certified statement when claim is based on misrouting or valuation.

(___________) 5. Other Particulars obtainable in proof of loss or damage claimed: __________.

Remarks: ________________________________________________________

________________________________________________________________

________________________________________________________________.

The above statement of facts is hereby certified as correct.

Dated: ________________________________.

______________________________________

CLAIMANT

The claimant for Reduced Price – Review List

This review list is provided to inform you about this document in question and assist you with its preparation.  Claims for price reduction are a standard feature of most commercial businesses.  This general format can be adapted to a host of different situations.  The more complete the form appears, the more apt you are to get a reduction in price, whether technically merited or not.

  1. Make multiple copies.  Send one to the signatory by fax and/or mail.  Keep one with the transaction file.  Note a suitable date, such as 7 days later, to follow up by phone to finalize the result.  As with all negotiations, as suggested in our disc of that name, have your end goal in mind when entering into one of these transactions.
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Business / Suppliers — Comments Off on Template for Certificate of Seller, Amazon Seller Central
14
Aug 21

Template for Certificate of Seller, Amazon Seller Central

To: _________________ (Buyer)

Reference: ______________________ (Agreement)

In consideration of the closing of the above transaction, the Seller hereby certifies that:

1.         It is not and will not be a non-resident alien of the United States of America within the meaning of the Internal Revenue Code of 1986, as amended.

2.         It is the absolute owner of the Business and all chattels, fixtures and other equipment and assets set out in the Purchase Agreement (“Purchase Agreement”) between the Seller and the Buyer.

3.         All the chattels, fixtures, equipment and assets set out in the Purchase Agreement are free and clear of all liens, mortgages or other encumbrances and are in good working order, other than those expressly listed in the Purchase Agreement.

4.         The Business is free and clear of all debts, liens and other encumbrances, other than those expressly listed in the Purchase Agreement.

5.         The premises of the Business comply with all municipal, provincial and federal regulations as to fire, health, building, zoning and labour regulations relating to the use of the premises, other than those expressly listed in the Purchase Agreement.

6.         To the best of the Seller’s knowledge, there are no outstanding work orders against the premises of the Business with any relevant Building, Fire, Health and Labor Departments and the Business has not been served with any such notices or work orders as of the date hereof, other than those expressly listed in the Purchase Agreement.

7.         There are no liabilities outstanding against the Business for payment of salaries, employee’s deductions or workers’ compensation, other than those expressly listed in the Purchase Agreement.

8.         All utilities have been paid by the Business to the date of closing, other than those expressly listed in the Purchase Agreement.

____________________________                                        __________________

Seller’s Authorized Representative                                        Date

____________________________

Witness

Certificate of Sale – Review List

This review list is provided to inform you about the document in question and assist you in its preparation.  A Certificate of Sale is a document often requested by a Buyer at a closing of a business.  It is a straightforward document that references back to the primary purchase agreement.  Be sure that you have the facts correct when signing it.  Have your attorney look this over as part of your overall purchase agreement.

  1. Make multiple copies to accompany the paperwork for the overall sale.  The copies should be kept with those records that should wind up in the Corporate minute book and other relevant places after you have completed the sale or purchase, depending on which side of the transaction you are on.
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Business / Order Processing — Comments Off on Sample Letter for Cancellation of Order, Goods Not Received
14
Aug 21

Sample Letter for Cancellation of Order, Goods Not Received

Dear

Pursuant to our purchase order #: ________________ dated ________________, our Company agreed to purchase certain goods and/or services.  However, our Company has not received the goods and/or services as of the cancellation date and therefore gives you a final notice of cancellation of this purchase order.                   .

This cancellation does not affect any other purchase orders our Company has with you.  Should you have any questions, please contact us at our address.

Yours very truly,

_____________

Authorized Employee

Cancellation of Order, Goods Not Received – Review list

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

1. A buyer’s right to cancel a contract for goods is determined by the contract and the law.  The governing law in most states is the Uniform Commercial Code (UCC).  Make sure that you are legally entitled to cancel the contract before sending this notice.  The best grounds available under the UCC are time-specific ones, such as going past a cancellation date.  If the goods are not made for your specific use, this is notice is usually enough to end the issue.  If the goods are made to your specific specification, and the Seller has nowhere else to sell them, then you have a more troubling issue that good negotiations can usually resolve.  This is the most benign kind of notice because it merely cancels this one order but does not affect others or disrupt the overall relationship.

2. This notice is typically sent when the goods called for in the contract are not delivered.  If the goods were received but do not conform to the contract, you should send our Rejection of Non-Conforming Goods Notice.  This Notice must be sent timely to ensure the buyer’s rights and remedies are not lost.  The term of art is that both parties must act properly to mitigate or lessen, each other’s potential losses.  This is a good faith common-sense approach that Courts vigorously review should litigation occur (e.g., “Did the party or parties act reasonably to protect the interests of the other?”  And so on and so on).

3. This notice is designed for use with the purchase of “goods” (i.e., tangible personal property such as furniture, supplies and other such items).  It does not include real estate or intangible property (i.e., copyrights, software and other intellectual property).

4. Keep a copy of this letter in your Vendor file.  The frequent requirement to use this letter should suggest seeking another vendor to fulfil your business requirements and provides evidence of bad performance on their part for any legal ramifications that may arise out of their attempt to make late deliveries.  As a practical matter, you can often use this letter to obtain extended payment terms in return for you accepting late goods, assuming you can use them.  Occasionally, you can often get a price concession for acceptance of late goods.

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Business — Comments Off on Bulk Sales Escrow Agreement Template
14
Aug 21

Bulk Sales Escrow Agreement Template

Date:   ____________________

To:       ______________________

Under the terms and conditions of a contract between ____________, referred to as SELLER, and ______________, referred as BUYER, for the bulk sale of a certain business known as ________________ __________, the parties herewith agree to the following escrow instructions:

A total of $ _____ (____________________ &___/100 dollars) will be deposited.

The Fund shall be invested from time to time in an interest-bearing account with a national bank that is insured by the F.D.I.C.; provided, however, that in the event that the deposit at any time exceeds $100,000, the deposit shall be made with a bank with capital and surplus of at least $100,000,000. 

If, prior to termination of the escrow, BUYER, notifies of any breach of warranty with respect to the indebtedness of Seller to its creditors under the terms and provisions of the bulk sale and such notice shall specify the amount which Buyer shall claim is due and owing to Buyer by virtue of such breach of the claim of breach, you shall, within ten days from and after the receipt of such notice from Buyer, notify Seller in writing of such claim by sending written notice thereof by registered mail, return receipt requested, to Buyer at the following address:

In the event that such notice is received you shall withhold the sum claimed unless the SELLER delivers a sworn acquaintance of such debt from the claimant, or, a written statement from the BUYER withdrawing the objection.

On or about ____________ you shall distribute the remaining sum other than the sums directed to be withheld, as follows:

First priority—Expenses of the ESCROW AGENT;

Second priority—Such sums, if any, required to be withheld under the terms and conditions state herein;

Third priority– _____________.

You may resign by mailing written notice thereof to Buyer and Seller at the addresses stated above. In the event of any such resignation, Buyer may appoint (by written notice delivered to Seller at the above-specified address) a successor escrow, which shall be a national bank. Any successor or successors shall have all of the rights, obligations and immunities granted to you by the terms and provisions hereof.

Nothing herein contained shall constitute a limitation of any obligations of either Buyer or Seller under the Agreement otherwise.

This is the entire agreement between the parties and this agreement may only be amended by a written agreement between the parties.

In the event that any controversy arises as to the distribution of the escrow, the ESCROW agent may interplead the sums in any court with jurisdiction and all costs of fees thereof reasonably incurred by the escrow agent shall be payable from the fund.

Dated: ____________________

________________________________________

SELLER

________________________________________

BUYER

Accepted:

_________________________________________ 

ESCROW AGENT

Bulk Sales Escrow Agreement – Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  A bulk sales escrow agreement is often an important vehicle to effect such a transaction.  It is especially useful for the buyer to protect against potential seller creditor claims; sellers can use this approach to quiet the concerns of a buyer about undertaking the transaction to start with.

1.  Make multiple copies.  Give one to each related party.  Keep a copy in the related file.

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Business — Comments Off on Sample Advanced Notice of Bulk Sale
14
Aug 21

Sample Advanced Notice of Bulk Sale

Pursuant to Section 6-107 of the Uniform Commercial Code, __________________ is about to make a bulk transfer of property to __________________.

The business address of the SELLER is _____________________, _________, ____________.

The business address of the BUYER is _____________________, ___________, _______.

So far as is known to the BUYER, the SELLER has not used any business name and address other than the above for the last three years, except for:

_______________________________________________________________

The debts of the SELLER are not to be paid in full as they come due, or it is unknown whether the debts of the SELLER will be paid as due.

The property to be transferred is located at __________________ ________________, ___________, _________________________, and comprises:

all of the inventory of goods of the SELLER.

The total of the SELLER’s debt is estimated to be $ ______ ( _____________ &___/100 dollars.)

The list of all creditors and a schedule of the property to be transferred is may be inspected during regular business hours at

_____________________________________, ________________________,

________________.

The transfer ________ being made to pay existing debts:

____________________________________________________________

The transfer is for new consideration.

____________________________________________________________

Creditors of the SELLERS must file their claims in writing at:

_______________________________

_______________________________

before _________, 20___.

This bulk transfer will take place on or after ___________, 20___.

Dated: ________________________________________

_____________________________________________________

For ________________

To All Creditors, Advanced Notice of Bulk Sale – Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  This notice is written to give prior notice of a bulk transfer; the other notice appearing is for an after the fact notification.  This notice is required by law in one form or the other.  The difference in the forms relates to the timing of the notification. 

  1. Make multiple copies.  Send one to each party.  Faxing is ideal since you can get a receipt from your fax machine.
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Business — Comments Off on Simple Bulk Sale & Purchase Agreement
14
Aug 21

Simple Bulk Sale & Purchase Agreement

Simple Bulk Sale & Purchase Agreement

____________, referred to as SELLER, and ___________, referred to as BUYER, agree:

SELLER shall sell to BUYER the following goods:

______________________________________________________________

The total purchase price shall be $_______ (_________________ _______ &___/100 dollars). The BUYER shall pay a deposit of $ ______ (_____________&___/100 dollars) no later than _____________, 20___. The balance of the purchase price shall be paid no later than _____________, 20___. Delivery of the same shall take place on no later than

_____________, 20___, at _______________, ____________________,

______________.

This sale shall be according to Section 6 of the Uniform Commercial Code (referred to herein as the “Bulk Sales Law”) of the State of ____________.

SELLER shall provide to BUYER a complete and sworn list of creditors, including those who assert claims, but which are disputed by SELLER, even if those claims are groundless or false. 

The SELLER shall be under a continuing duty to supplement the list of creditors if there are any changes or new claims asserted, even if the same are groundless or false.

At least _________ days before the closing scheduled herein, the BUYER shall give notice of the transfer, as is provided in the Bulk Sales Law, to all creditors, including those who are listed as disputed. The SELLER shall fully cooperate with BUYER in the mailing of the notices and the provision of information necessary to comply with the provisions of the Bulk Sales Laws.

There are no liens upon the property to be sold by BUYER, and BUYER shall indemnify the SELLER from the claims of any entities to the sold goods.

The risk of loss to the property shall be borne by the SELLER until closing. If 3% (three percent) or less of the value of the goods are lost, at the option of BUYER, the BUYER may either deduct the value of the damaged goods, or may accept an assignment of insurance proceeds, and pay the full contract price.

If more than 3% (three percent) of the value of the property is destroyed, the BUYER shall have the right to rescind this contract, or to close, and to accept an assignment of insurance proceeds.

Each party represents to the other that there are no brokers or agents employed in relation to this agreement.

Time shall be of the essence in this agreement.

This contract constitutes the entire agreement between the parties and there are agreements, express or implied, that are not stated herein. This agreement may only be modified by writing executed by both parties herein.

Dated: _______________________________

__________________________, by Buyer

__________________________, by Seller

Simple Bulk Sale & Purchase Agreement – Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  A bulk sale has the advantage of not making the buyer potentially liable for the debts of the seller.  The goods themselves, however, can be attached if any of the seller’s creditors have claims against them.   For this reason, the buyer should beware of any potential liabilities of this kind and investigate thoroughly the possibility that any such claims may arise.  Getting indemnification from the seller is a wise idea; however, the indemnification is only as good as the creditworthiness of the Seller.

  1. Make multiple copies.  Consider getting expert legal advice as to the risks involved in bulk transfer before entering such agreements.
  2. Keep copies in the related files. 
  3. Be sure proper notice is sent out to the creditors, per the UCC notification requirements.
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Business — Comments Off on Sample Bill of Lading Form, BOL & Multimodal BOL
14
Aug 21

Sample Bill of Lading Form, BOL & Multimodal BOL

Sample Bill of Lading

Ship: _____________________

Shipper: _____________________

Consignee: _____________________

Port of loading: _______________________

Arrival notice should be sent to: ________________________

Port of discharge: _____________________

Final destination of goods: ____________________

Scope of the voyage: ______________________

Leading marks: _______________________

Quantity: _______________________

Description: _____________________

Gross weight: _____________________

Measurements: _____________________

Received by CARRIER, from the shipper, the goods or packages said to contain goods stated above in apparent good order or condition unless otherwise indicated in this bill of lading, to be transported subject to the terms of the bill of lading with liberty to proceed via any port or ports within the scope of the voyage, to the port of discharge or as near thereto as the ship can safely get and leave, always afloat at all stages and conditions of water and weather, and there to be delivered or transshipped on payment of the charges. If the goods in whole or in part are shut out from the ship stated above for any reason or cause, the carrier shall have the liberty to forward them under the terms of this bill of lading on the next available ship of this line, or, at carrier’s option, of any other line.

It is agreed that the custody and carriage of the goods are subject to the following terms which shall govern the relations between the shipper, consignee, and the carrier, master and ship in every contingency, and in the event of deviation, or of unseaworthiness of the ship at the time of loading or inception of the voyage or subsequently, none of the terms shall be deemed to be waived by the carrier unless by express waiver in writing signed by a duly authorized agent of the carrier.

CARRIAGE OF GOODS BY SEA ACT OF THE UNITED STATES

This bill of lading incorporates the provisions of the Carriage of Goods by Sea Act of the United States, and amendments thereto, and nothing herein contained shall vary the rights, immunities or responsibilities of the carrier under the act. The provisions of the act shall govern before the goods are loaded on and after they are discharged from the ship and at all times that the goods are in the custody of the carrier. The carrier shall have no liability when the goods are not in the actual custody of the carrier.

DEFINITION OF THE TERM “SHIP”

The word “ship” shall include:

substituted vessels; and, any craft, lighter or other means of conveyance owned, chartered or operated by the carrier, whether the owner, operator, charterer or master shall be acting as carrier or bailee.

DEFINITION OF THE TERM “SHIPPER”

The term “shipper” shall include the person named above, the holder of the bill of lading properly endorsed, and the person for whose account the goods are shipped.

DEFINITION OF THE TERM “CONSIGNEE”

The term “consignee” shall include the holder of the bill of lading and the receiver and owner of the goods.

DEFINITION OF THE TERM “CHARGES”

The term “charges” shall include freight and all expenses and monetary obligations incurred and payable by the goods, shipper, consignee, or any of them.

SCOPE OF VOYAGE

The scope of voyage herein contract shall include the usual or customary or advertised ports of call whether or not named in this bill of lading, also ports in and out of the advertised, geographical, usual or ordinary route or order, even though in so proceeding the ship may sail beyond the port of discharge or in a direction contrary thereto, or depart from the direct or customary route. The ship may call at any port for the purposes of the current, prior or subsequent voyage. The ship may omit to call at any ports whether scheduled or not, and may call at the same port more than once; either with or without goods on board, and before or after proceeding toward the port of discharge, adjust compasses, dry docks, go on ways to repair yards, shift berths, take fuel or stores, remain in port, sail without pilots, tow or be towed, save or attempt to save life or property, and all of the foregoing are included in the contract voyage.

JUDGMENT OF CARRIER OR MASTER

In any situation, regardless of where or when, and whether existing or anticipated before commencement or during the voyage which in the judgment of the carrier or master is likely to give rise to: capture, seizure, detention, damage, disadvantage or loss of the ship or any part of the cargo; or, make it unsafe, imprudent or unlawful for any reason to begin or to continue the voyage; or, give rise to delay or difficulty in arriving, discharging at or leaving the port of discharge, or, reaching or attempting to reach the usual place of discharge or attempting to discharge,  may, without giving any prior notice, discharge the goods into depot, craft or other place, and the goods shall be liable for  any extra expense thereby incurred; or the master may proceed directly or indirectly, proceed or return, to stop at such other port or place as he or the carrier may consider safe or advisable and discharge the goods, or any part thereof without giving any prior notice and, when landed as provided, the goods shall be at their own risk and expense. The delivery by the carrier shall be considered complete and the carrier shall be free from any further responsibility to such goods except to send notice of the disposition of the goods directed to the shipper or consignee named in this bill of lading at any address specified herein, or the master may retain the cargo on board until the return trip or until the master or the carrier thinks advisable; or the master may forward the goods by any means, whether or not by water, at the risk and expense of the goods. For any services rendered for goods as provided above, the carrier shall be entitled to reasonable extra compensation.

The carrier, master or ship shall have the liberty to comply with any orders or directions as to loading, departure, arrival, ports of call, stoppage, discharge, destination or delivery given by: the government of any nation, or any persons or entities purporting to or acting under the colour of law; by any committee or person having, under the terms of war risk insurance on the ship, the right to give such orders or directions.

Delivery or other disposition of the goods in accordance with such orders or directions shall be a fulfilment of the contract voyage.

CARRIAGE OF OTHER GOODS

The ship may carry contraband, explosives or other inflammable, hazardous cargo and may sail armed, unarmed, with or without a convoy.

DESCRIPTION OF THE GOODS

Unless otherwise stated herein, the description of the goods and the particulars of the package mentioned herein are those furnished in writing by the shipper, and these descriptions shall not be conclusive as to the carrier.

In addition, the quantity, weight, gauge, measurements, contents, leading marks, nature, quality or value shall not be established as to the carrier.

Single units or packages exceeding ____________________ pounds in weight shall be liable to pay extra charges in accordance with tariff rates in effect at the time of shipment or loading, handling, transshipping or discharging.

The weight of each such piece or package shall be declared in writing by the shipper on shipment and clearly and durably mark the same on the outside of the piece or package.  The shipper and the goods shall also be liable for and shall indemnify the Carrier in respect of any injuries, losses damages arising from the shipper’s failure to declare and mark the weight of any such piece or package or from the incorrect weight of any such piece or package having been declared or marked thereon.

STOWAGE

Goods may be stored in poops, forecastle, deckhouse, shelter deck, passenger space, or any other covered-in space commonly used in the trade for the carriage of goods, and when so stowed shall be deemed for all purposes to be stowed under deck. In respect to goods carried on deck and stated herein to be so carried, all risks of loss or damage by perils inherent in such carriage shall be borne by the consignee, but in all other respect, the custody and carriage of goods shall be governed by the terms of this bill of lading and the provisions stated in the Carriage of Goods by Sea Act. Especially heated or specially cooled stowage shall not be furnished unless contracted for at an increased freight rate.

LIVE ANIMALS

Live animals, birds and fish are received and carried at the shipper’s risk of accident or mortality. The carrier shall not be liable for any loss or damage thereto arising or resulting from any matters mentioned in Section 4, sub 2, a to p inclusive of the Carriage of Goods by Sea Act or from any other cause not due to the fault of the carrier, any warranty of seaworthiness in the premises being hereby waived by the shipper. Except as provided above such shipment shall be deemed goods, and shall be subject to all terms and provisions in this bill of lading relating to goods.

COLLISION

If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the master, mariner, pilot or servants of the carrier in the navigation or the management of the ship, the owners of the goods carried hereunder will indemnify the carrier against all loss or liability to the other or non-carrying ship or her owners insofar as such loss or liability represents a loss of, or damage to, or claim whatsoever, of the owners to the owners of said goods and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or carrier.

GENERAL AVERAGE

General Average shall be adjusted and payable at New York according to 1924 York-Antwerp Rules, F and 1 to 15 and 17 to 22, all-inclusive, and, as to matters not therein provided for, according to the laws and usage at the port of ______________________ and the General Average shall be prepared by average adjusters selected by the carrier, the said adjuster to attend to the settlement and collection of the average subject to the customary charges.

In the event of an accident, danger, damage or disaster, before or after commencement of the voyage resulting from any cause, whether due to negligence or not, for which, or for the consequences of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, shippers, consignees, or owners of the goods shall contribute with the carrier in General Average to the payment of any sacrifices, losses, or expenses of a General Average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods.

If a salving ship is owned or operated by the Carrier, salvage shall be paid for as fully as if such salving ship belonged to strangers. Such deposit as the carrier or its agents may deem sufficient to cover the estimated contribution and any salvage and special charges shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery.

PORT NOT EXPECTED

Whenever the carrier or the master may deem it advisable or in any case, whether the goods are consigned to a point where the ship does not expect to discharge, the carrier or master may, without notice forward the goods before or after loading at the original port of shipment, or any other place even though outside the scope of the voyage or the route to or beyond the port of discharge or the destination of the goods, by any vessel, vessels, or other means of transportation by water or by land or by both such means, whether operated by the carrier or others and whether departing or arriving or scheduled to depart or arrive before or after the ship expected to be used for the transportation of the goods.

The carrier shall be considered solely the forwarding agent of the shipper in making arrangements for any transshipping or forwarding vessel or means of transportation not operated by the carrier.

The carriage by any transship or forwarding carrier and all transshipping or forwarding shall be subject to all the terms in the regular form bill of lading, freight note, contract, or other shipment document used at the time by such carrier, whether issued for the goods or not and even though such terms may be less favourable to the shipper or the consignee than the terms of this bill of lading and may contain more stringent requirements as to notice of claim or commencement of suit and may exempt the non-carrier from liability for negligence.

The shipper authorizes the carrier to arrange with any such transshipping carrier that the lowest valuation of goods or limitation of liability contained in the bill of lading or shipping document of such carrier will apply even though lower than the valuation of limitation herein. Pending or during transhipment the goods may be stored ashore or afloat at their risk and expense and the Carrier shall not be liable for detention damages.

GENERAL ORDER FOR DISCHARGE

Port authorities are hereby authorized to grant a general order for discharging immediately upon arrival of the ship and the carrier, without giving notice either of arrival or discharge, may discharge the goods directly when they come to land, at or onto any wharf, craft, or place the carrier may select, and continuously, Sundays and holiday included, at all hours as the carrier may determine what the state of the weather or the custom of the port maybe.

HEAT OR REFRIGERATION

The carrier shall not be liable under any circumstances if heat or refrigeration or special cooling facilities are not furnished during loading or discharge or any part of the time that the goods are upon the wharf, craft, or other loading or discharging place. All lighterage and use of craft in discharging shall be at the risk and expense of the goods. Landing and delivery charges and pier charges shall be at the expense of the goods unless included in the freight herein provided for.

COLLECTION OF THE GOODS

If the goods are not taken away by the consignee by the expiration of the next working day after the goods are at consignee’s disposal, the goods may, at the carrier’s option and subject to the carrier’s lien, be sent to storage or warehouse, or be permitted to lie where landed, but always at the expense and risk of the goods.

CUSTOMS AUTHORITIES

The responsibility of the carrier in all capacities shall cease and the goods shall be considered to be delivered and at their own risk and expense in every respect when taken into the custody of customs or other authorities. The carrier shall not be required to give any notice of the disposition of the goods.

LEADING MARKS

The carrier shall not be liable for the failure to deliver in accordance with leading marks unless such leading marks have been clearly and durably stamped or marked by the shipper, before shipment of the goods or packages, in letters and numbers not less than _______________________ inches in height, together with the name of the port of discharge. Goods that cannot be identified as to marks or numbers, cargo sweepings, liquid residue, and any unclaimed goods not accounted for shall be allocated for complete delivery to the various consignees of Goods of like character in proportion to any apparent shortage, loss of weight or damage.

MENDING, BAILING AND OTHER EXPENSES

The goods shall be liable for all expense of mending, cooperage, bailing or reconditioning if the goods or packages in gathering of loose cargo or contents of packages, also for any payment, expenses, fines, dues, duties, taxes, impost, losses, damages or detentions sustained or incurred by or levied upon the carrier or the ship in connection with the goods, howsoever caused, including any action or requirement of any government or governmental authority purporting to act under the authority thereof, seizure under legal process or attempted seizure, incorrect or insufficient marking, numbering or addressing of packages or description of the contents, failure of the shipper to procure consular, board of health or other certificates to accompany the goods or to comply with the laws or regulations of any kind imposed with respect to the goods or to comply with the laws or regulations of any kind imposed with respect to the goods by the authorities at any port or place or any acts or omission of the shipper or consignee.

WEIGHT

Freight shall be payable on actual gross intake weight or measurement or, at the option of the carrier, on the actual gross discharged weight or measurement. Freight may be calculated on the basis of the particulars of the goods furnished by the shipper herein, but the carrier may, at any time, open the packages and examine, weigh, measure and value the goods.

In case the shipper’s particulars are found to be erroneous, and additional freight is payable, the goods shall be liable for any expenses incurred for examining, weighing, measuring or valuing the goods. Full freight shall be paid on damaged or unsound goods. Full freight to port of discharge named herein shall be considered completely earned on receipt of the goods by the carrier, whether the freight be stated or intended to be prepaid or collected at the destination. The carrier shall be entitled to all freight and charges due hereunder, whether actually paid or not, and to receive and retain them under all circumstances whatsoever and the ship or cargo, or both are lost or not lost.

If there is a forced interruption or abandonment of the voyage at the port of shipment or elsewhere any forwarding of the goods or any part thereof shall be at the risk and expense of the goods.  All unpaid charges shall be paid in full and without any offset, counterclaim or deduction in the currency of the country of the port of shipment, or, at the option of the carrier, in the currency of the port of discharge at the demand rate of the ______________________ exchange as quoted on the day of entry of the ship at the Customs House of her port of discharge. The carrier shall have a lien on the goods, which shall provide delivery, for all charges due hereunder and may enforce this lien by public or private sale without notice. The shipper and consignee shall be jointly and severally liable to the carrier for the payment of all charges and for the performance of the obligation of each of them hereunder.

FIRE LIABILITY

Neither the carrier nor any corporation owned by, subsidiary to or associated or affiliated with the carrier shall be liable to answer for or make goods any loss or damages to the goods occurring at any time, including though before loading on or after discharge from the ship, by reason or means of a fire, unless such fire shall be caused by its design or neglect.

LOSS OR DAMAGE

In case of any loss or damage to or in connection with the goods exceeding in actual value $______________________ U.S. Dollars (_________________________________________ & ______/100 U.S.  Dollars), per package, or in the case of goods not shipped in packages, in case of goods not shipped in packages, their customary freight unit therefore, the value of the goods shall be deemed to be $______________________ U.S. Dollars (_________________________________________ & ______/100 U.S.  Dollars) per package or unit, on which basis the freight is adjusted and the carrier’s liability, if any, shall be deemed on the basis of a value of $______________________ U.S. Dollars (_________________________________________ & ______/100 U.S.  Dollars) per package or per customary freight unit, or pro rata in case of partial loss or damage, unless the nature of the goods and an evaluation higher than $______________________ U.S.  Dollars (_________________________________________ & ______/100 U.S. Dollars) shall have been declared in writing by the shipper upon delivery to the carrier and inserted in this bill of lading and extra freight paid if required and in such case if the actual value of the goods or package or per customary freight unit shall exceed such declared value and the carrier’s liability, if any, shall not exceed such declared value, the value shall nevertheless be deemed to be the declared value and the carrier’s liability, if any, shall not exceed the declared value and any partial loss or damage shall be adjusted pro rate on the basis of such declared value.

In the view of the difficulty of ascertainment of the exact market value at the port of destination, it is hereby agreed that the market value shall be deemed to be the invoice value whether such invoice shall be higher or lower than the exact market value.

NOTICE OF LOSS

Unless notice of loss or damages and the general nature of such loss or damage be given in writing to the carrier or its agent at the port of discharge before or at the time of the removal of the goods into the custody of the person entitled to removal of the goods into the hands of the person entitled to delivery thereof under the contract of carriage, such removal shall be prima facie evidence of delivery by the carrier of the goods as described in the bill of lading. If the loss or damages is apparent the notice may be given no later than _____________________ days of the delivery.

The carrier and ship shall be finally discharged from all liability in respect to loss or damage unless suit is brought within ____________________ after the delivery of the goods or when the goods should have been delivered.

INTEGRATION CLAUSE

All agreements or freight engagements for the shipment of the goods are superseded by this bill of lading.  Nothing in this bill of lading shall operate to limit or deprive the Carrier of any statutory protection or exemption from, or limitation of liability. If required by the carrier, one signed bill of lading duly endorsed must be surrendered to the agent of the ship at the port or discharge in exchange for a delivery order.

NUMBER OF BILLS

The master or agent of the said vessel has signed ____________________ bills of lading, all of this tenor and date, and if one is accomplished, the others shall be void.

Dated: ________________________

Signed at: _______________________________

By: _____________________________________

Title: __________________________________

Sample Bill of Lading – Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  This is a complex bill of lading for important cargo.  Standard forms are available in stationary or office stores for use with repetitive shipments of basic goods. 

1.  Make multiple copies.  Give one to each signing party.

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