sales-proposal

name

sales-proposal

description

Use whenever a used-machinery dealer needs a branded sales proposal or purchase offer PDF for a client. Direction-aware — the dealer can be the SELLER (proposal → their buyer) or BUYER (offer → the seller); payment terms and legal framing flip automatically. Built for blind co-broker deals (e.g. ABC Equipment has the seller, reaches the dealer who has the buyer, dealer never inspects the machine). Includes maximum-protection AS-IS / blind-purchase legal language, payment terms (wire-on-PO, deposit, net-terms), itemized costs, and rigging/freight either as line items (if the dealer arranges them) or as recommendations (if they don't). Auto-loads brand from .imm_brand.json and sales terms (default payment terms, per-customer credit terms, custom boilerplate) from .dealer_sales_terms.json. Triggers on "build a sales proposal", "make a purchase offer", "proposal for [customer]", "quote this machine to my buyer", or "offer on this machine". NOT for freight rate quotes — this is the equipment sale itself.

Sales Proposal / Purchase Offer

Generates a branded, legally-protective PDF for selling or buying used machinery. Built around the blind co-broker reality: the dealer is often a middle party who never sees the machine, so the default legal posture is maximum protection.

When this fires

• "Build a sales proposal for [machine] to [customer]"
• "Make a purchase offer on this machine"
• "Quote this machine to my buyer"
• "I've got a buyer for the Krauss-Maffei, send them a proposal"
• "Offer ABC Equipment $31k for the Engel"
• Any request for the equipment-sale paperwork (NOT a freight rate quote)

First-run setup (asked once, cached)

If .dealer_sales_terms.json doesn't exist, run setup. Ask the dealer (this can happen during IMM agent onboarding):

1. Default payment terms — the majority case. Options:
   • wire_on_po — Wire on PO, machine released on cleared funds (common default)
   • 100_upfront — 100% upfront before shipment
   • 50_50 — 50% deposit / 50% before release
   • net_terms — Net 15/30 for approved accounts
2. Credit customers — "Do you extend credit terms to specific customers? If yes, who, and what terms?" Store each by name so the skill auto-applies their terms when that customer is the counterparty.
3. Custom boilerplate — "Any of your own machine-selling language to always include?" Store it; it's appended after the generated standard terms.
4. Governing state — for the governing-law clause (defaults to the dealer's state).

Write all of this to /mnt/user-data/uploads/.dealer_sales_terms.json:

{
  "default_payment_kind": "wire_on_po",
  "net_days": 30,
  "credit_customers": {
    "Midwest Molding Co.": {"kind": "net_terms", "net_days": 30, "note": "Approved 2025"}
  },
  "custom_boilerplate": "All sales coordinated through ...",
  "governing_state": "Indiana",
  "as_is_strength": "maximum",
  "validity_days": 30,
  "currency": "USD"
}

Per-proposal flow (asked each time)

1. Direction — "Are you the SELLER (proposal → your buyer) or the BUYER (offer → the seller)?"
   • sell → document titled "Sales Proposal", dealer = seller in all legal language
   • buy → document titled "Purchase Offer", dealer = buyer
2. Counterparty — name, contact, address, email, phone. If the name matches a stored credit customer, their terms auto-apply (mention this to the dealer).
3. Machine — title, year, serial, condition, location, description.
4. Pricing — the machine price plus any other line items.
5. Rigging & trucking — three modes:
   • included → dealer arranges them; add as line items (rigging, freight). Liability note shifts risk to the service providers.
   • recommendations → dealer doesn't provide them; collect 1-3 recommended providers, printed as referrals-only (no warranty, no compensation).
   • none → omit entirely.
6. Blind purchase? — default YES for co-broker deals. Adds the Intermediary/Blind Transaction disclosure (dealer hasn't inspected; buyer arranges own inspection).

Build

import sys
sys.path.insert(0, 'scripts')
from build_proposal import build_proposal

build_proposal(
    output_path="/mnt/user-data/outputs/proposal_<machine>.pdf",
    direction="sell",                  # or "buy"
    counterparty={
        "name": "Midwest Molding Co.",
        "contact": "Attn: Purchasing",
        "address": "4400 Industrial Pkwy, Columbus, OH 43204",
        "email": "[e-mail]",
        "phone": "[phone]",
    },
    machine={
        "title": "Krauss-Maffei CX 160 Injection Molding Machine",
        "description": "160-ton hydraulic toggle-clamp IMM. Sourced from a third-party holder.",
        "year": "2008", "serial": "KM-CX160-08842",
        "condition": "Used — as represented by source",
        "location": "Currently at originating facility",
    },
    line_items=[
        {"desc": "Krauss-Maffei CX 160", "sub": "Sold as-is", "qty": 1, "unit_price": 42500},
    ],
    rigging_mode="included",           # "included" | "recommendations" | "none"
    rigging_items=[
        {"desc": "Rigging & Load-out", "sub": "At originating facility", "qty": 1, "unit_price": 2800},
        {"desc": "Freight", "sub": "Step-deck, tarped", "qty": 1, "unit_price": 3400},
    ],
    # rigging_recommendations=["Bayshore Rigging — [phone]", ...],  # if mode="recommendations"
    blind_purchase=True,
)

The function pulls brand + terms from the caches automatically. Pass terms_override / brand_override only for testing or one-off changes.

What the PDF contains

Page 1 — Pricing: branded header, machine title + metadata, FROM/TO party cards (labeled SELLER/BUYER per direction), description, itemized line table with rigging/freight, totals, validity date.

Page 2+ — Terms: Payment clause, the red Condition & Warranty (AS-IS) block, Blind Transaction disclosure (if blind), Rigging & Freight note, full standard terms (title/risk of loss, cancellation, removal/storage, pricing validity, taxes, governing law, entire agreement), the dealer's custom boilerplate, dual signature lines, and a "not legal advice" disclaimer.

The legal posture (default = maximum protection)

For blind co-broker deals the default AS-IS clause is the strongest version: no inspection, no warranties express or implied, no merchantability/fitness, buyer waives all claims, NO RETURNS/REFUNDS/RECOURSE. This protects the dealer who never touched the machine. The dealer can downgrade to as_is_strength: "standard" in their terms cache, or edit any clause.

Clauses live in scripts/legal_clauses.py and are fully editable. Always remind the dealer this is industry-standard language, not legal advice — their counsel owns the final terms.

Anti-patterns

• ❌ Defaulting to a weak warranty clause on a blind deal — the dealer's exposure is real; default strong.
• ❌ Forgetting to flip seller/buyer when direction is "buy" — the legal language must name the right party as warrantor.
• ❌ Auto-applying credit terms without telling the dealer — surface it ("Midwest Molding is on file for Net 30; applying that").
• ❌ Adding rigging as a line item when the dealer doesn't provide it — use recommendations mode instead.
• ❌ Presenting the proposal as legally binding/vetted — it's a commercial document; counsel reviews.

File map

• scripts/build_proposal.py — the PDF builder (direction-aware, brand+terms aware)
• scripts/legal_clauses.py — editable clause library (as-is, payment, boilerplate, rigging)
• references/setup_questions.md — the first-run questionnaire reference

Companion skills

• imm-spec-agent — sets up the shared brand cache; the spec sheet pairs with this proposal
• (freight rate-quote skills, if installed separately) — different document type; this skill is the equipment sale itself