Delaware Bill of Sale

BILL OF SALE

STATE OF DELAWARE

DOCUMENT TYPE

☐ Motor Vehicle Bill of Sale
☐ Watercraft / Vessel Bill of Sale
☐ General Personal Property Bill of Sale
☐ Equipment / Machinery Bill of Sale
☐ Livestock / Animal Bill of Sale

I. PARTIES TO THIS TRANSACTION

SELLER

☐ Individual Seller
☐ Business Entity (provide below)

BUYER

☐ Individual Buyer
☐ Business Entity (provide below)

II. DEFINITIONS

For the purposes of this Bill of Sale, the following terms shall have the meanings ascribed to them below:

"Agreement" means this Bill of Sale and all exhibits, schedules, and attachments hereto.

"Buyer" means the party identified in Section I as the purchaser of the Property.

"Closing Date" means the date on which title to the Property passes from Seller to Buyer, as set forth in Section V.

"Delivery Date" means the date on which the Seller physically delivers possession of the Property to the Buyer.

"Document Fee" means the Motor Vehicle Document Fee imposed under 30 Del. C. § 3002, currently assessed at 4.25% of the greater of the purchase price or the NADA clean trade-in value (increasing to 5.25% effective October 1, 2025), with a minimum fee of $8.00.

"Encumbrance" means any lien, security interest, mortgage, pledge, claim, charge, easement, restriction, or other encumbrance of any kind or nature whatsoever.

"Goods" has the meaning set forth in 6 Del. C. § 2-105, referring to all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale.

"Lemon Law" means 6 Del. C. §§ 5001–5009, the Delaware New Motor Vehicle Warranties Act, applicable only to new motor vehicles.

"NADA Value" means the National Automobile Dealers Association clean trade-in value of a motor vehicle as published in the most current NADA guide available to the Delaware Division of Motor Vehicles at the time of titling.

"Property" means the goods, vehicle, or personal property described in Section IV of this Agreement.

"Purchase Price" means the total consideration to be paid by the Buyer for the Property, as specified in Section V.

"Sale" has the meaning set forth in 6 Del. C. § 2-106, consisting of the passing of title from the Seller to the Buyer for a price.

"Seller" means the party identified in Section I as the owner and transferor of the Property.

"UCC" means the Uniform Commercial Code as adopted in the State of Delaware, codified in Title 6 of the Delaware Code.

III. RECITALS

WHEREAS, the Seller is the lawful owner of the Property described herein and has good and marketable title thereto, free and clear of all Encumbrances except as expressly disclosed in this Agreement;

WHEREAS, the Seller desires to sell, transfer, convey, and deliver the Property to the Buyer, and the Buyer desires to purchase and accept the Property from the Seller, upon the terms and conditions set forth herein;

WHEREAS, the parties intend for this transaction to be governed by 6 Del. C. Article 2 (Uniform Commercial Code — Sales) to the extent applicable;

WHEREAS, both parties represent that they have the legal capacity and authority to enter into this Agreement and to consummate the transaction contemplated herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

IV. DESCRIPTION OF PROPERTY

A. Motor Vehicle (if applicable)

Odometer Disclosure (Required under 21 Del. C. Chapter 64 and 49 CFR Part 580):

The Seller certifies that the odometer reading as of the date of this sale is:

[________________________________] miles

☐ The odometer reading reflects the actual mileage of the vehicle.
☐ The odometer reading reflects the amount of mileage in excess of the odometer's mechanical limits (rollover).
☐ The odometer reading is NOT the actual mileage. WARNING — ODOMETER DISCREPANCY.

FEDERAL AND STATE NOTICE: Disconnecting, resetting, or altering an odometer with the intent to change the number of miles indicated is a violation of federal law (49 U.S.C. § 32703) and Delaware law (21 Del. C. § 6404). Persons who do so or who, with knowledge of such alteration, sell a vehicle without disclosure, may be subject to criminal penalties and civil liability.

B. Watercraft / Vessel (if applicable)

C. General Personal Property (if applicable)

Detailed Description of Property:

[________________________________]
[________________________________]
[________________________________]
[________________________________]

Included Accessories, Attachments, and Components:

[________________________________]
[________________________________]
[________________________________]

V. PURCHASE PRICE AND PAYMENT TERMS

A. Purchase Price

Purchase Price in Words: [________________________________] Dollars and [____] Cents

B. Method of Payment

☐ Cash
☐ Certified Check / Cashier's Check
☐ Personal Check (subject to clearance)
☐ Wire Transfer / Electronic Funds Transfer
☐ Money Order
☐ Installment Payments (see Schedule below)
☐ Other: [________________________________]

C. Installment Payment Schedule (if applicable)

Installment Terms: Title to the Property shall not transfer to the Buyer until the full Purchase Price has been paid in accordance with this schedule, unless the parties agree otherwise in writing. Seller retains a security interest in the Property until full payment is received, consistent with 6 Del. C. Article 9.

D. Delaware Vehicle Document Fee Notice

IMPORTANT: Delaware does not impose a general sales tax. However, pursuant to 30 Del. C. § 3002, a Motor Vehicle Document Fee is assessed upon the sale, transfer, or registration of any motor vehicle in Delaware. The fee is currently 4.25% (increasing to 5.25% effective October 1, 2025) of the greater of (a) the purchase price stated herein or (b) the NADA clean trade-in value, with a minimum fee of $8.00. This fee is paid by the Buyer to the Delaware Division of Motor Vehicles at the time of titling.

Estimated Document Fee: $ [________________________________]

Responsibility for Document Fee:

☐ Buyer shall be solely responsible for the Document Fee.
☐ Seller shall be solely responsible for the Document Fee.
☐ Parties shall share the Document Fee equally.
☐ Other arrangement: [________________________________]

VI. WARRANTIES AND REPRESENTATIONS

A. Warranty Selection

☐ AS-IS SALE — NO WARRANTIES

THE PROPERTY DESCRIBED HEREIN IS SOLD "AS IS" AND "WHERE IS," WITH ALL FAULTS AND DEFECTS, WHETHER LATENT OR PATENT, KNOWN OR UNKNOWN. THE SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY (6 Del. C. § 2-314) AND FITNESS FOR A PARTICULAR PURPOSE (6 Del. C. § 2-315). THE BUYER ACKNOWLEDGES THAT THE BUYER HAS HAD THE OPPORTUNITY TO INSPECT THE PROPERTY AND ACCEPTS THE PROPERTY IN ITS PRESENT CONDITION. THIS DISCLAIMER IS MADE IN ACCORDANCE WITH 6 Del. C. § 2-316.

☐ LIMITED WARRANTY

The Seller warrants that the Property shall be free from defects in materials and workmanship for a period of [________________________________] days / months from the date of sale, subject to the following limitations:

Warranty Coverage: [________________________________]
[________________________________]

Warranty Exclusions: [________________________________]
[________________________________]

Maximum Warranty Liability: $ [________________________________]

☐ EXPRESS WARRANTY

The Seller makes the following express warranties pursuant to 6 Del. C. § 2-313:

[________________________________]
[________________________________]
[________________________________]

B. Seller's Representations and Warranties

The Seller represents and warrants to the Buyer as follows:

(a) Title. The Seller is the sole and lawful owner of the Property and has good and marketable title thereto, free and clear of all Encumbrances, liens, security interests, pledges, claims, and restrictions of any kind, except as disclosed in Section VII of this Agreement, in accordance with 6 Del. C. § 2-312.

(b) Authority. The Seller has the full right, power, and authority to sell, transfer, convey, and deliver the Property in accordance with the terms of this Agreement.

(c) No Violations. The execution and delivery of this Agreement and the consummation of the transaction contemplated herein do not violate any law, regulation, order, judgment, or contractual obligation binding on the Seller.

(d) Accurate Description. The description of the Property in Section IV is true, complete, and accurate in all material respects.

(e) No Undisclosed Defects. To the best of Seller's knowledge, there are no material defects in or affecting the Property that have not been disclosed to the Buyer in writing prior to the execution of this Agreement, except as follows:

Known Defects or Issues: [________________________________]
[________________________________]
[________________________________]

☐ No known defects.

(f) No Pending Claims. There are no pending or threatened lawsuits, claims, or proceedings that could affect the Seller's title to the Property or the Buyer's quiet enjoyment thereof.

(g) Compliance with Law. The Property, to the best of Seller's knowledge, complies with all applicable federal, state, and local laws, rules, and regulations.

C. Buyer's Acknowledgments

The Buyer acknowledges and agrees as follows:

(a) The Buyer has had a reasonable opportunity to inspect the Property prior to execution of this Agreement.

(b) The Buyer is relying solely on the Buyer's own inspection and judgment (and not on any representation of the Seller other than those expressly set forth herein) in purchasing the Property.

(c) If the "AS-IS" box is checked above, the Buyer understands and accepts all risks associated with the condition of the Property.

(d) The Buyer understands that the Delaware Lemon Law (6 Del. C. §§ 5001–5009) applies only to new motor vehicles and does not provide coverage for used vehicle purchases.

VII. TITLE, OWNERSHIP, AND ENCUMBRANCES

A. Transfer of Title

Upon receipt of the full Purchase Price (or executed installment agreement), the Seller hereby sells, transfers, conveys, assigns, and delivers to the Buyer all of the Seller's right, title, and interest in and to the Property, to have and to hold the same unto the Buyer, the Buyer's heirs, successors, and assigns, forever.

B. Existing Encumbrances and Liens

☐ The Property is free and clear of all liens and Encumbrances.

☐ The following Encumbrances exist on the Property:

Lien Satisfaction: The Seller shall cause all existing liens to be satisfied and shall deliver proof of lien release to the Buyer within [____] business days of the Closing Date. If the Property is a motor vehicle, the Seller shall obtain a clear Delaware title from the DMV or provide a lien release letter from the lienholder(s).

C. Bill of Sale as Evidence of Transfer

This Bill of Sale shall serve as written evidence of the transfer of ownership from the Seller to the Buyer. For motor vehicles, this document supplements but does not replace the title assignment required by the Delaware Division of Motor Vehicles under 21 Del. C. Chapter 23.

VIII. VEHICLE-SPECIFIC PROVISIONS (DELAWARE)

This section applies only if the Property is a motor vehicle, truck, trailer, motorcycle, or other vehicle subject to Delaware DMV titling.

A. Delaware Title Transfer Process

The parties acknowledge and agree to the following Delaware DMV requirements:

1. Title Assignment. The Seller shall complete the Assignment of Certificate of Title section on the reverse side of the Delaware certificate of title, including the Buyer's name and address, date of sale, purchase price, odometer disclosure, and the Seller's signature and printed name. If ownership is indicated as "AND" on the front of the title, all owners must sign.

2. Buyer's Obligations. The Buyer shall apply for a new Delaware certificate of title within thirty (30) days of the date of sale by presenting the following to a Delaware DMV office:
   - The assigned certificate of title
   - This Bill of Sale
   - Proof of Delaware liability insurance
   - A valid Delaware driver's license or two (2) accepted proofs of Delaware residency
   - Payment of the applicable title fee ($35.00 without a lien; $55.00 with a lien)
   - Payment of the Motor Vehicle Document Fee under 30 Del. C. § 3002
   - Payment of registration fees ($40.00 per year for standard passenger vehicles)

3. Out-of-State Titles. If the vehicle is currently titled in another state, the Buyer may need to present the out-of-state title for processing and the vehicle must be inspected at a Delaware inspection lane for a VIN verification and, depending on age, a full safety and emissions inspection.

B. Delaware Vehicle Inspections

1. Initial Titling Inspection. All vehicles being titled for the first time in Delaware must generally be inspected at a Delaware Division of Motor Vehicles inspection lane. Exceptions include:
   - New vehicles never previously titled in any state, sold by a dealer providing a Delaware Application for Title (Form MV212A).
   - Vehicles within the newest seven (7) model years weighing 10,000 pounds or less, which may require only a Vehicle Identification Number (VIN) verification rather than a full inspection.

2. Biennial Inspection. Delaware requires vehicles to pass safety and emissions inspections biennially (every two years). Inspections are conducted at no fee at Delaware DMV inspection lanes.

3. Inspection Components. A typical Delaware vehicle inspection includes:
   - Safety inspection (tires, brakes, windows, lights, steering, suspension)
   - Exhaust emissions analysis
   - Fuel system leak test

4. Seller's Inspection Disclosure. The Seller represents that the vehicle:

☐ Currently has a valid Delaware inspection.
☐ Will require inspection by the Buyer prior to titling.
☐ Is exempt from inspection. Reason: [________________________________]

C. Delaware Document Fee — No Sales Tax

IMPORTANT NOTE: Delaware is one of five states in the United States that does not impose a general sales tax. Accordingly, there is no state sales tax applied to this transaction. However, pursuant to 30 Del. C. § 3002, the State of Delaware imposes a Motor Vehicle Document Fee (currently 4.25%, increasing to 5.25% effective October 1, 2025) on the sale, transfer, or registration of any motor vehicle. This fee is calculated on the greater of the stated purchase price or the NADA clean trade-in value of the vehicle.

Document Fee Exemptions (30 Del. C. § 3002):

The following transactions may be exempt from the Document Fee:

☐ Gift transfer between immediate family members (spouse, parent, child, sibling, grandparent, including step and in-law relationships)
☐ Vehicle transferred solely for resale
☐ Vehicle previously registered in another state where a sales tax or similar levy was paid within 90 days prior to Delaware registration
☐ Active-duty military, reserve, or National Guard member (and dependents) stationed in Delaware
☐ Renewal registration where the vehicle remains in the same owner's name

D. Odometer Disclosure Statement

Pursuant to 21 Del. C. Chapter 64 and 49 CFR Part 580:

The Seller certifies that the odometer of the vehicle described herein reads [________________________________] miles, and to the best of the Seller's knowledge, this reading:

☐ Reflects the actual mileage of the vehicle.
☐ Reflects mileage in excess of the odometer's designed mechanical odometer limit.
☐ Is NOT the actual mileage. WARNING — ODOMETER DISCREPANCY.

The Seller further certifies that the odometer has not been disconnected, reset, altered, or replaced except as disclosed below:

☐ The odometer has not been altered, disconnected, reset, or replaced.
☐ The odometer was repaired or replaced on [__/__/____]. Prior mileage: [________________________________]. A notice has been affixed to the left door frame of the vehicle in accordance with 21 Del. C. Chapter 64.

NOTICE: Federal law (49 U.S.C. § 32705) and Delaware law require odometer disclosures for all transfers of ownership for vehicles within the first twenty (20) model years, beginning with Model Year 2011 vehicles.

IX. INDEMNIFICATION

A. Seller's Indemnification

The Seller shall indemnify, defend, and hold harmless the Buyer, and the Buyer's heirs, successors, and assigns, from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Any breach of the Seller's representations, warranties, or obligations under this Agreement;

(b) Any Encumbrance, lien, or claim against the Property that existed prior to the Closing Date and was not disclosed in this Agreement;

(c) Any inaccuracy in the odometer disclosure or Property description provided by the Seller;

(d) Any fraudulent transfer claim under 6 Del. C. §§ 1301–1311 arising from the Seller's conveyance of the Property.

B. Buyer's Indemnification

The Buyer shall indemnify, defend, and hold harmless the Seller, and the Seller's heirs, successors, and assigns, from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) The Buyer's use, operation, maintenance, or ownership of the Property after the Closing Date;

(b) Any failure by the Buyer to complete the title transfer or registration process in a timely manner;

(c) Any breach of the Buyer's obligations under this Agreement.

X. DISPUTE RESOLUTION

A. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware, including the Uniform Commercial Code as adopted in Delaware (6 Del. C. Articles 1 and 2), without regard to its conflict-of-laws principles.

B. Negotiation and Mediation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good-faith negotiation. If negotiation is unsuccessful within thirty (30) days, the parties agree to submit the dispute to mediation before a qualified mediator in the State of Delaware prior to commencing any litigation.

C. Jurisdiction and Venue

Any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the courts of the State of Delaware or, if federal jurisdiction exists, in the United States District Court for the District of Delaware. The parties hereby irrevocably consent to the personal jurisdiction and venue of such courts.

D. Attorneys' Fees

In any action or proceeding to enforce the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

XI. GENERAL PROVISIONS

A. 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, negotiations, representations, warranties, and understandings, whether written or oral, relating to such subject matter.

B. Amendments

No amendment, modification, or supplement to this Agreement shall be valid or binding unless made in writing and signed by both parties.

C. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

D. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right under this Agreement shall operate as a waiver thereof.

E. Assignment

The Buyer may not assign this Agreement or any rights hereunder without the prior written consent of the Seller, except that the Buyer may assign this Agreement to a family trust or estate planning entity without consent.

F. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when personally delivered, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth in Section I.

G. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

H. Survival

The representations, warranties, indemnification obligations, and dispute resolution provisions of this Agreement shall survive the closing of the transaction and the delivery of the Property.

I. Time of the Essence

Time is of the essence with respect to all dates and deadlines set forth in this Agreement.

J. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns.

XII. DELAWARE-SPECIFIC PROVISIONS

A. Delaware Uniform Fraudulent Transfer Act (6 Del. C. §§ 1301–1311)

The Seller represents and warrants that this sale is not being made with actual intent to hinder, delay, or defraud any creditor of the Seller (6 Del. C. § 1304). The Seller further represents that the Seller is receiving reasonably equivalent value for the Property and is not insolvent at the time of this transfer, nor will this transfer render the Seller insolvent.

B. Delaware Consumer Protection (6 Del. C. § 2513)

The Seller represents that no deceptive trade practices, as defined under the Delaware Consumer Fraud Act (6 Del. C. Chapter 25), have been employed in connection with this transaction.

C. Delaware Implied Warranty Provisions

Under Delaware law (6 Del. C. § 2-314), a warranty of merchantability is implied in contracts for the sale of goods if the seller is a merchant with respect to goods of that kind. To be merchantable, goods must:

(a) Pass without objection in the trade under the contract description;
(b) Be fit for the ordinary purposes for which such goods are used;
(c) Be adequately contained, packaged, and labeled;
(d) Conform to the promises or affirmations of fact made on the container or label.

Under 6 Del. C. § 2-315, where the seller has reason to know of a particular purpose for which the goods are required and the buyer relies on the seller's skill or judgment, an implied warranty of fitness for a particular purpose arises.

NOTE: If the "AS-IS" box in Section VI is checked, these implied warranties are disclaimed to the maximum extent permitted by 6 Del. C. § 2-316. To exclude or modify the implied warranty of merchantability, the language must mention merchantability and, in the case of a writing, must be conspicuous. To exclude implied warranties of fitness, the exclusion must be in writing and conspicuous.

D. Delaware Lemon Law Notice (6 Del. C. §§ 5001–5009)

The Delaware Lemon Law applies exclusively to new motor vehicles purchased or leased in Delaware. Used vehicles, including the vehicle described in this Bill of Sale (if used), are NOT covered by the Delaware Lemon Law. Buyers of used vehicles should rely on the warranty provisions selected in Section VI of this Agreement and on any applicable UCC implied warranty protections.

E. Delaware Gift Transfer Provisions

If this transaction constitutes a gift (purchase price of $0.00):

☐ This is a gift transfer. The relationship between Seller and Buyer is: [________________________________]

NOTE: Gift transfers of motor vehicles between immediate family members (spouse, parent, child, sibling, grandparent, including step and in-law relationships) are exempt from the Delaware Motor Vehicle Document Fee under 30 Del. C. § 3002.

XIII. ADDITIONAL TERMS AND CONDITIONS

[________________________________]
[________________________________]
[________________________________]
[________________________________]
[________________________________]

☐ No additional terms apply.

XIV. SIGNATURE BLOCKS

IMPORTANT: By signing below, the parties acknowledge that they have read, understood, and agree to all terms and conditions set forth in this Bill of Sale. Both parties affirm that the information provided herein is true, accurate, and complete to the best of their knowledge.

SELLER

CO-SELLER (if applicable)

BUYER

CO-BUYER (if applicable)

XV. WITNESS ATTESTATION (Recommended)

We, the undersigned witnesses, hereby attest that the parties signed this Bill of Sale voluntarily, in our presence, and appeared to be of sound mind and under no duress or undue influence.

Witness 1:

Witness 2:

XVI. NOTARY ACKNOWLEDGMENT (Recommended)

NOTE: Delaware law does not require notarization of a bill of sale for personal property transfers. However, notarization is recommended to authenticate signatures and may be required for certain title transfer situations. Delaware vehicle titles require notarized signatures on the title assignment when transferring ownership.

STATE OF DELAWARE
COUNTY OF [________________________________]

On this [____] day of [________________________________], 20[____], before me, the undersigned Notary Public, personally appeared:

[________________________________] (Seller), known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

AND

[________________________________] (Buyer), known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

[NOTARY SEAL]

XVII. SOURCES AND REFERENCES

The following Delaware statutes, regulations, and resources are referenced in or relevant to this Bill of Sale:

Delaware Code Citations

Federal Law Citations

Delaware DMV Resources

• Delaware Division of Motor Vehicles: https://dmv.de.gov
• Title Transfer Information: https://dmv.de.gov/VehicleServices/titles/index.shtml?dc=ve_title_transfer
• Vehicle Inspections: https://dmv.de.gov/VehicleServices/inspections/index.shtml
• DMV Fees Schedule: https://dmv.de.gov/Common/DMVFees/index.shtml
• DMV Forms: https://dmv.de.gov/forms/index.shtml
• Documents Needed for Title (Form MV558): https://dmv.de.gov/forms/other_forms/pdfs/ve_frm_mv558.pdf

Additional Resources

• Delaware Attorney General — Consumer Protection: https://attorneygeneral.delaware.gov/fraud/cpu/
• Delaware Code Online: https://delcode.delaware.gov
• Delaware Division of Corporations (UCC Filings): https://corp.delaware.gov/ucc/

This Bill of Sale template is provided by ezel.ai for informational and educational purposes only. It does not constitute legal advice. Users should consult a licensed Delaware attorney for legal guidance specific to their circumstances. All statutory citations are current as of the date indicated in the document header and should be independently verified. Laws, regulations, fees, and procedures are subject to change without notice.

Template Version: 2026-02-21 | Jurisdiction: Delaware