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].