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Bill of Sale

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Combined Agreement and Bill of Sale for Equipment and Machinery with Waivers of Warranties

This Assignment and Bill of Sale (this Assignment) is made this the (date) from , a corporation organized under the laws of , having its principal office at (Assignor), to , a corporation organized under the laws of , having its principal office at (Assignee).

Assignor, for $ and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does now sell, transfer, assign, and convey to Assignee all of Assignor's right, title and interest in and to the equipment, machinery, and personal property listed on Exhibit A (collectively referred to herein as the Equipment), subject to the terms and conditions set forth below.

1. Disclaimers

A. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN SECTION TWO, (i) ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND (ii) ASSIGNOR DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ASSIGNEE OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES ... ASSIGNEE SHALL BE DEEMED TO BE OBTAINING THE EQUIPMENT IN ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE.

B. Assignor and Assignee agree that, to the extent required by applicable law to be effective, the disclaimers of certain representations and warranties contained in this Section One are conspicuous disclaimers for the purpose of any applicable law.

2. Further Agreements

Assignor and Assignee agree that the transfer and assignment of the Equipment is conditioned upon the following agreements between the parties:

A. The Equipment shall be removed by Assignee at Assignee's sole risk and cost within (days) after the execution of this Assignment unless prohibited from doing so due to an excusable delay. Assignee agrees to pay Assignor $ per day as storage fees for any Equipment not so removed within such time period unless prior arrangements are made or the parties agree otherwise.

B. All hazardous materials contained in any of the Equipment, including but not limited to battery backup systems, will be properly removed and disposed of by licensed companies hired by Assignee that specialize in handling and disposing of such materials. Assignee shall not be responsible for removing any concrete pads or foundations and shall not be responsible for any hazardous materials at or below the surface unless resulting from the work of Assignee. Assignor agrees to cooperate with Assignee and provide all reasonable assistance in relation to Assignee removing the Equipment and performing the work at the site.

C. Assignor shall provide Assignee and its designated contractors access to the site during the time period set forth in Paragraph A of this Section Two, for purposes of allowing Assignee to fulfill its obligations under this Section Two. Assignee agrees to indemnify and hold harmless Assignor, its working interest partners, contractors or subcontractors and the employees, officers, directors of any of them for all claims, damages (including reasonable attorney's fees) and causes of action arising out of the negligence of Assignee (or any of its contractors or subcontractors) while on the site for any purpose contemplated by this Assignment, including but not limited to inspection, deconstruction, removal and transportation of the Equipment and restoration of the site. Assignee agrees to provide proof of Assignee's insurance to support its indemnity obligations under this Paragraph C. Assignor agrees to indemnify and hold harmless Assignee, its contractors or subcontractors and the employees, officers, directors of any of them, for all claims, damages (including reasonable attorney's fees) and causes of action arising out of the negligence of Assignor (or any of its contractors or subcontractors) while Assignee is on the site for any purpose contemplated by this Assignment, including but not limited to inspection, deconstruction, removal and transportation of the Equipment and restoration of the site.

D. Assignor represents and warrants to Assignee that as of the date of this Assignment Assignor has and does now convey to Assignee full legal, marketable and beneficial title to the Equipment, free and clear of any and all security interests, liens, claims, charges or encumbrances of any nature whatsoever.

3. Execution of Future Necessary Documents

Assignor and Assignee agree that from and after the date of this Assignment, each of them will, and will cause their respective representatives and affiliates to execute and deliver such further instruments of conveyance and transfer and take such other action as may reasonably be requested by any party to this Assignment to carry out the purposes and intents of this Assignment.

4. No Special or Punitive Damages

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ASSIGNMENT OR OTHERWISE, NO PARTY TO THIS ASSIGNMENT (OR ANY OF ITS SUBSIDIARIES, AFFILIATES OR ASSIGNS) SHALL, UNDER ANY CIRCUMSTANCE, BE LIABLE TO ANY OTHER PARTY (OR ANY OF ITS SUBSIDIARIES, AFFILIATES OR ASSIGNS) FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES CLAIMED BY SUCH OTHER PARTY UNDER THE TERMS OF OR DUE TO ANY BREACH OF THIS ASSIGNMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR INCOME, COST OF CAPITAL, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

5. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

6. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

7. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

8. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

9. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

10. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

11. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

12. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

WITNESS our signatures as of the day and date first above stated.

By:

By:

Attach Exhibit A

Exhibit A attached

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What a Bill of Sale Is and when it matters

A Bill of Sale is a written record that documents the transfer of ownership in personal property from one party to another. In the United States it commonly covers vehicles, boats, equipment, and other tangible goods; it identifies buyer and seller, describes the item, states the consideration, and records the date of transfer. While a Bill of Sale is not always required for title transfer, it provides proof of sale, supports registration and tax reporting, and helps allocate risk and liability between parties when executed correctly.

Why keeping a clear Bill of Sale helps both parties

A well‑prepared Bill of Sale creates objective evidence of transfer, reduces disputes over ownership or payment, supports title and registration processes, and documents the agreed consideration for tax and warranty purposes.

Why keeping a clear Bill of Sale helps both parties

Who commonly prepares and signs a Bill of Sale

Bills of Sale are used by individuals and organizations that transfer personal property without a formal deed; they serve both private sellers and commercial sellers.

  • Private sellers — Individuals selling vehicles, equipment, or household goods in private sales; they need documentation for buyer records and tax basis.
  • Dealers and brokers — Businesses that resell property use Bills of Sale to track inventory, transfer title, and support dealer registration.
  • Businesses and nonprofits — Entities disposing of assets use Bills of Sale to document consideration and clear institutional ownership.

Choose the Bill of Sale format that reflects the transaction type — vehicle, general personal property, or business asset — and the applicable state or industry requirements.

Typical signers and their roles

Seller — Individual

A seller is the party transferring title and must provide correct legal name, current address, a clear description of the property, and signature authority; errors in identity or description can delay registration or create liability exposure.

Buyer — Individual or Business

The buyer accepts possession and consideration, provides identification for title transfer when required, and should keep an executed copy for registration, tax basis, insurance, and proof against future claims.

Core elements to include in a professional Bill of Sale

A complete Bill of Sale gives clear, verifiable information that supports ownership transfer and future inquiries; include identification, description, payment details, and signatures.

Parties

Full legal names and contact addresses for seller and buyer to establish who transferred and who received ownership.

Item details

Clear description of the property: make, model, year, serial or VIN, odometer reading (if applicable), and any identifying numbers.

Consideration

Exact payment amount or description of non‑monetary exchange; specify currency and whether sale is 'as is' or subject to warranty.

Effective date

The date the ownership changes hands, which often triggers registration and tax reporting obligations.

Signatures

Dated signatures of seller and buyer; witness or notary blocks if required by state law or transaction type.

Additional terms

Any representations, lien disclosures, odometer statements, or special conditions such as delivery, escrow, or payment schedule.

Required information fields at a glance

Seller name: Full legal name
Buyer name: Full legal name
Item description: VIN/serial and details
Sale price: Exact dollar amount
Sale date: MM/DD/YYYY
Signatures: Seller and buyer signatures

Step-by-step: completing a Bill of Sale

Follow a clear sequence to create a legally useful Bill of Sale and reduce the risk of delays in registration or disputes.

  • 01
    Identify parties: Enter full legal names and addresses for seller and buyer.
  • 02
    Describe the property: Provide make, model, year, VIN/serial, and condition notes.
  • 03
    Record payment: Specify sale price, payment method, and any financing terms.
  • 04
    Sign and date: Both parties sign and date; add notary/witness if required.

Where to send the completed Bill of Sale

After execution, route copies to the appropriate offices and retain proof of delivery and receipt.

  • Buyer's records: Buyer keeps an executed copy for registration and insurance.
  • Seller's records: Seller retains copy for tax basis and liability protection.
  • DMV or title office: Submit when required for vehicle title transfer; state rules vary.
  • Insurance company: Provide to update or cancel coverage as appropriate.

Digital signing and technical considerations

Electronic execution can be acceptable under federal and most state laws; choose authentication and storage that meet legal and business needs.

  • File formats: PDF or DOCX accepted widely
  • Authentication options: Email, SMS, or multi‑factor available
  • Integrations: Works with common CRMs and cloud storage

When using eSignature platforms, ensure the provider supports audit trails, secure storage, and any required identity verification for your state or industry.

Common online configuration settings for Bills of Sale

Typical settings streamline data capture, reduce errors, and produce a compliant executed copy.

Field Online setting
Signature field Required
Date field Auto MM/DD/YYYY
Odometer field Numeric only
Attachments Allow upload of title or IDs

Timing to consider after signing a Bill of Sale

Deadlines often depend on state requirements and transaction type; act promptly to avoid penalties or registration problems.

Date of sale:

Use execution date as transfer date

Title transfer window:

Register or transfer title per state deadline

Tax reporting:

Report as required on federal/state returns

Insurance update:

Notify insurer immediately to change coverage

Retain copies:

Keep executed copy for required retention periods

Common mistakes to avoid when preparing a Bill of Sale

  • Using incomplete item descriptions that omit VIN or serial numbers, which creates ambiguity and complicates registration or resale.
  • Failing to record the exact consideration (for example, rounding or using vague terms) and thereby creating disputes over payment or tax basis.
  • Neglecting required state disclosures or odometer statements for vehicles, which can invalidate transfer or trigger penalties.
  • Not retaining an executed copy or failing to provide copies to both buyer and seller, increasing the risk of future ownership disputes.

Potential legal and financial risks

Registration delays: Late title transfer
Tax exposure: Incorrect basis reporting
Liability: Seller may retain risk
Odometer fines: Civil or criminal penalties
Backup withholding: 24% if missing TIN
Fraud risk: Improper or forged signatures

Real-world examples of Bills of Sale in use

Practical examples show how executed Bills of Sale support closing transactions and recordkeeping across businesses.

Martin Properties — Founder

Tim Martin used an online Bill of Sale process to close a property asset sale efficiently

  • The platform processed signatures across mobile and desktop
  • The executed records enabled prompt title updates and reduced in‑person notarization, improving turnaround for both buyer and seller.

Optica Ventures — COO

Brian Fitzgibbons noted simpler customer experience for equipment transfers

  • The team captured consistent item descriptions and signatures
  • Consistent documentation reduced follow‑up questions and clarified tax and warranty responsibilities for both parties.

Practical tips for accurate Bill of Sale completion

Adopt consistent practices to reduce errors and create defensible records for registration, tax, and legal purposes.

Use precise descriptions
Describe property with model, year, VIN or serial number, and condition notes; precise identifiers reduce disputes and aid title offices and insurers.
Include full consideration details
Record exact amounts, payment methods, and any financing terms or escrow arrangements; ambiguous payment language can create tax and enforcement complications.
Confirm identity and authority
Verify signer identity and signatory authority for businesses; require government ID or corporate resolution to avoid voidable transactions.
Retain executed copies securely
Store signed documents with an audit trail and backups; ensure the copy retained meets legal retention requirements and is accessible for audits or disputes.

Sample eSignature pricing and feature comparison for executing Bills of Sale

Platform choices vary by pricing model and capabilities; below is a concise comparison showing starting prices and key feature availability.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently asked questions about Bills of Sale

Answers to common questions on legality, eSigning, notarization, and recordkeeping for Bills of Sale in the United States.


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