Bill of Sale
Secure your commercial asset transfers with a Colorado-compliant Bill of Sale. Specifically designed for CRE brokers managing FF&E, trade fixtures, and title transfers.
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In Colorado commercial transactions, the distinction between real property and personal property is a frequent source of commission disputes and misrepresentation claims. Under the Colorado Statute... Read more
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Legal Document
Seller
[seller_name]
Buyer
[buyer_name]
The Seller hereby sells, transfers, assigns, and conveys to the Buyer, and the Buyer hereby purchases and accepts from the Seller, the following described personal property (the "Property"): [item_description]. The Buyer acknowledges that the Buyer has had a full and adequate opportunity to inspect the Property prior to the execution of this Agreement and accepts the Property in its current condition as described herein.
The total purchase price for the Property is [sale_price] (the "Purchase Price"), payable in full by the Buyer to the Seller on or before the Sale Date. The Buyer and Seller acknowledge and agree that the Purchase Price represents the fair and agreed-upon value of the Property as negotiated between the Parties at arm's length. Upon receipt of the Purchase Price in full, the Seller shall be deemed to have been fully compensated for the sale, transfer, and conveyance of the Property, and the Seller shall have no further right, title, or interest in or to the Property or the Purchase Price.
The Seller hereby represents and warrants to the Buyer that: (a) the Seller is the sole and lawful owner of the Property and has full right, power, and authority to sell, transfer, and convey the Property to the Buyer; (b) the Property is free and clear of all liens, encumbrances, security interests, pledges, claims, charges, and restrictions of any kind whatsoever; (c) the Seller has not previously sold, transferred, assigned, pledged, or otherwise encumbered the Property or any interest therein to any other person or entity; and (d) the Seller will defend the Buyer's title to the Property against any and all claims and demands of any person or entity claiming an interest therein.
Upon execution of this Agreement and receipt of the Purchase Price in full, the Seller hereby irrevocably transfers, assigns, and conveys to the Buyer all of the Seller's right, title, and interest in and to the Property, free and clear of all liens, encumbrances, and claims of any kind. Title to and risk of loss of the Property shall pass from the Seller to the Buyer upon the execution of this Agreement and payment of the Purchase Price. From and after the transfer of title, the Buyer shall be solely responsible for the Property, including its care, maintenance, insurance, and all risks of loss, damage, theft, or destruction. The Seller agrees to execute and deliver to the Buyer any and all additional documents, instruments, or certificates as may be reasonably necessary or appropriate to evidence or effectuate the transfer of title to the Property.
5.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state in which the transaction is consummated, without regard to its conflict of laws principles. 5.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the sale and purchase of the Property. 5.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. 5.4 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties. 5.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 5.6 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns.
[asset description cre]
[encumbrance status]
IN WITNESS WHEREOF, the Parties have executed this Bill of Sale as of the date first written above, each acknowledging receipt of a copy of this Agreement.
Seller
Name: Seller
Date: ___________________
Buyer
Name: Buyer
Date: ___________________
In Colorado commercial transactions, the distinction between real property and personal property is a frequent source of commission disputes and misrepresentation claims. Under the Colorado Statute of Frauds (C.R.S. § 38-10-108), any sale of goods exceeding $500 requires a written instrument. As a broker, using a formal Bill of Sale ensures that equipment, trade fixtures, and FF&E (Furniture, Fixtures, and Equipment) are legally transferred with clear warranties of title, mitigating your liability regarding CAM charges and Tenant Improvement (TI) disputes. Our document incorporates necessary disclosures to align with the Colorado Consumer Protection Act and ensures all UCC-governed transfers are documented to prevent future litigation.
Beyond the standard bill of sale sections, this template adds fields specific to Commercial Real Estate Broker:
A Bill of Sale serves the core legal purpose of providing proof of the transfer of ownership of an item from the seller to the buyer. It formalizes the transaction and fulfills the legal need for documentation of the sale, aiding in preventing disputes over ownership and clarifying the terms and conditions agreed upon by the parties involved.
Misrepresentation claims
Detailed disclaimers in contracts stating that all representations are believed to be accurate but should be independently verified by clients.
Commission disputes
Clear agency agreements and commission schedules included in contracts outlining the fees and when they are earned.
Lease liability issues
Including precise language in leases regarding responsibilities for maintenance, repairs, and liabilities to avoid disputes.
For this bill of sale to be legally valid:
Common mistakes to avoid:
Real Estate Settlement Procedures Act (RESPA)
Governs real estate transactions including commercial ones, ensuring transparency in settlement services.
Enforced by Consumer Financial Protection Bureau (CFPB)
Truth in Lending Act (TILA)
Regulates the disclosure of credit terms to protect against unfair billing and credit card practices, applicable when financing is involved in commercial real estate.
Enforced by Consumer Financial Protection Bureau (CFPB)
Uniform Commercial Code (UCC)
While not a federal regulation, UCC is widely adopted state-level legislation that governs commercial transactions including real estate deals.
Enforced by Various state governments
Recommended coverage: Errors & Omissions Insurance · General Liability Insurance · Professional Liability Insurance
Colorado's Statute of Frauds requires that any contract for the sale of goods priced at $500 or more must be in writing. For commercial brokers, this means that even if a purchase agreement for the building exists, a separate Bill of Sale is legally necessary to document the conveyance of personal property like specialized machinery, lobby furniture, or unattached trade fixtures to ensure the transfer is enforceable.
While a Bill of Sale primarily transfers ownership of tangible personal property, it is often used in tandem with a TI agreement. To avoid disputes, your Bill of Sale should clearly distinguish between what is being sold 'as-is' and any improvements the seller is credited for, helping to clarify responsibilities for maintenance and repair liabilities under various lease types, such as Triple Net (NNN).
Under C.R.S. § 8-2-113, Colorado strictly limits non-compete agreements. If your asset sale involves the transfer of a business entity or trade secrets alongside physical property, our document provides the necessary framework to ensure representations regarding the property do not inadvertently violate state restrictions on management personnel or trade secret protections.
To mitigate misrepresentation claims, a Bill of Sale must state whether items are sold with a warranty of title or 'as-is.' Because Colorado law allows for specific Mechanic's Lien rights, the seller’s representation that the property is free of liens or claims is a critical protection for the buyer, ensuring the broker is not caught in the middle of a title dispute.
State laws affect what must be in this document. Pick your jurisdiction.
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