A bulk sale is a sale of goods by a business which engages in selling items out of inventory, often in liquidating or selling a business, and is governed by Article 6 of the Uniform Commercial Code (UCC) which deals with bulk sales. Article 6 has been adopted at least in part in all states. If the parties do not comply with the notification process for a bulk sale, creditors of the seller may obtain a declaration that the sale was invalid against the creditors and the creditors may take possession of the goods or obtain judgment for any proceeds the buyer received from a subsequent sale.
UCC Section 6-104 specifies the duties of the bulk sales buyer, including determining the identity of the seller, and preparation of a list of claimants and a schedule of distribution. These duties are imposed on the buyer in order to give claimants the opportunity to learn of the bulk sale before the seller has been paid and disappeared with the money.
The Oregon Provision in a Bulk Sales Agreement Regarding Information to be Supplied by Seller is an important component of the agreement that outlines the specific details and requirements regarding the information that the seller must provide. This provision ensures transparency and protection for the buyer in bulk sales transactions. In Oregon, there are different types of provisions that may be included in a Bulk Sales Agreement. These provisions can vary depending on the nature of the transaction and the parties involved. Some key types of Oregon provisions are: 1. Inventory List: The seller must supply a detailed list of all the inventory included in the sale. This includes the description, quantity, quality, and value of each item. It helps the buyer assess the value of the inventory and determine any potential risks or liabilities. 2. Business Records: The seller is required to provide various business records to the buyer, including financial statements, tax returns, sales and purchase records, customer and supplier lists, and other relevant documents. These records allow the buyer to evaluate the financial health and performance of the business. 3. Contracts and Agreements: If there are any existing contracts or agreements that will be transferred to the buyer as part of the sale, the seller must disclose these and provide copies for review. This includes leases, licenses, permits, service contracts, or any other legally binding agreements. 4. Pending or Potential Liabilities: The seller must disclose any pending or potential liabilities, such as lawsuits, claims, environmental issues, regulatory compliance matters, or outstanding taxes. This information helps the buyer assess the risks associated with the purchase and make informed decisions. 5. Intellectual Property: If the business being sold has any intellectual property rights (e.g., trademarks, copyrights, patents), the seller must disclose these rights and provide documentation to prove ownership. It allows the buyer to assess the value and protection of the intellectual property. 6. Employee Information: The seller must provide information about employees, including their names, positions, salaries, benefits, and any existing employment contracts. This helps the buyer understand the workforce and assess any potential labor-related liabilities. 7. Warranties and Guarantees: If the seller is offering any warranties or guarantees for the purchased assets or business, these must be detailed in the agreement. It ensures that the buyer has clear expectations and protection if any issues arise post-sale. Oregon places a strong emphasis on providing comprehensive information to buyers in bulk sales agreements to protect their interests and facilitate informed decision-making. These provisions aim to promote transparency, minimize risks, and ensure a fair transaction between the parties involved.
