Gentlemen:



Due to the fact that we have not received your payment for

the goods we have delivered to you in accordance with our

contract entered into on   [date]  , and that in failing to

pay for these goods you are in breach of said contract, as

you were noticed on   [date]  , it is our intention to make

a private sale of the goods which we have manufactured for

the balance of goods to be delivered under that certain

contract, but which are undeliverable due to said breach,

for a purchase price of $       .



This sale is to be consummated on   [date]  , and will go

forward if your default is not cured by   [date] .



It is our desire to inform you of the foregoing and afford

you the opportunity to decide on a course of action, in

view of the fact that you will be held liable for the loss

sustained by us on said resale to the extent authorized by

[cite section and code].





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