EQUIPMENT PURCHASE AND SALE AGREEMENT

[// GUIDANCE: This template is drafted for use in a wide variety of equipment‐sale transactions. Customize all bracketed items, delete inapplicable alternatives, and attach Schedules as needed.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Sale and Purchase
   3.2 Purchase Price; Payment Terms
   3.3 Delivery; Risk of Loss; Title
   3.4 Inspection; Acceptance or Rejection
   3.5 Conditions Precedent
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

EQUIPMENT PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of [EFFECTIVE DATE] (the “Effective Date”), is entered into by and between:

a. [SELLER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Seller”); and
b. [BUYER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Buyer”).

Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

A. Seller owns the equipment described on Schedule 1 (the “Equipment”).
B. Buyer desires to purchase, and Seller desires to sell, the Equipment on the terms and subject to the conditions set forth in this Agreement.
C. The Parties intend that this Agreement constitute a “contract for the sale of goods” governed by Article 2 of the Uniform Commercial Code, as adopted in the Governing Law Jurisdiction (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

2. DEFINITIONS

[// GUIDANCE: Edit, add, or delete defined terms to match the final draft.]

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

“Applicable Law” means all federal, state, provincial, local, and foreign laws, treaties, statutes, rules, regulations, ordinances, and other pronouncements having the effect of law that govern a Party or the transactions contemplated hereby, including the Uniform Commercial Code as adopted in the Governing Law Jurisdiction.

“Business Day” means any day other than a Saturday, Sunday, or day on which banks in the Governing Law Jurisdiction are authorized or required by law to close.

“Confidential Information” has the meaning set forth in Section 5.2.

“Delivery Point” means [FOB OR FCA LOCATION] as further described in Section 3.3(a).

“Equipment” has the meaning given in Recital A.

“Force Majeure Event” has the meaning set forth in Section 7.4.

“Governing Law Jurisdiction” means the State of [CHOICE‐OF‐LAW STATE] as further provided in Section 8.1.

“Purchase Price” has the meaning set forth in Section 3.2(a).

Other capitalized terms used but not defined herein have the meanings assigned in the body of this Agreement.

3. OPERATIVE PROVISIONS

3.1 Sale and Purchase

Subject to the terms and conditions of this Agreement, Seller hereby sells, assigns, transfers, and conveys to Buyer, and Buyer hereby purchases from Seller, all of Seller’s right, title, and interest in and to the Equipment, free and clear of all Liens other than Permitted Liens (if any) set forth on Schedule 2.

3.2 Purchase Price; Payment Terms

a. Purchase Price. Buyer shall pay Seller an aggregate purchase price of [AMOUNT IN WORDS] United States Dollars (US $[AMOUNT]) (the “Purchase Price”).
b. Payment Schedule. Buyer shall pay the Purchase Price as follows:
i. Deposit: US $[DEPOSIT] due within [NUMBER] Business Days after the Effective Date; and
ii. Balance: US $[BALANCE] due on or before [CLOSING DATE] (the “Closing”).
c. Method of Payment. All payments shall be made in immediately available funds by wire transfer to an account designated in writing by Seller.
d. Late Payment. Any amount not paid when due shall accrue interest at the lesser of (i) [RATE]% per annum or (ii) the maximum rate permitted by Applicable Law, calculated from the due date until paid in full.
[// GUIDANCE: Consider adding standby letter of credit, escrow, or retention holdback depending on deal size.]

3.3 Delivery; Risk of Loss; Title

a. Delivery. Seller shall tender delivery of the Equipment FCA (Incoterms 2020) the Delivery Point no later than [DELIVERY DEADLINE].
b. Risk of Loss. Risk of loss shall pass to Buyer upon Seller’s tender of the Equipment at the Delivery Point.
c. Title. Title to the Equipment shall pass to Buyer upon Seller’s receipt of the Purchase Price in full.

3.4 Inspection; Acceptance or Rejection

a. Inspection Right. Buyer shall have [INSPECTION PERIOD] days following delivery to inspect the Equipment (the “Inspection Period”).
b. Acceptance. The Equipment shall be deemed accepted upon the earlier of (i) Buyer’s written notice of acceptance or (ii) the expiration of the Inspection Period without Buyer having delivered a Rejection Notice.
c. Rejection. If Buyer reasonably determines that the Equipment does not conform to the Specifications set forth on Schedule 1, Buyer may reject such Equipment by providing Seller a written notice specifying the nonconformities (a “Rejection Notice”) within the Inspection Period.
d. Seller’s Obligation. Upon a timely Rejection Notice, Seller shall, at its option and expense, (i) repair or replace the nonconforming Equipment within [NUMBER] days or (ii) refund the Purchase Price allocable to the nonconforming Equipment and arrange for return shipment at Seller’s cost. The foregoing sets forth Buyer’s exclusive remedies and Seller’s sole liability for delivery of nonconforming Equipment.
[// GUIDANCE: U.C.C. §§ 2-601, 2-602 permit rejection of nonconforming goods.]

3.5 Conditions Precedent

The obligations of Buyer to consummate the purchase are subject to:
a. Seller’s delivery of a bill of sale and other conveyance documents reasonably requested by Buyer;
b. Evidence that any Liens (other than Permitted Liens) have been released; and
c. Seller’s performance of all covenants required to be performed on or prior to Closing.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations

Each Party represents to the other that:
a. Organization; Authority. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to execute and deliver this Agreement and perform its obligations hereunder.
b. Enforceability. This Agreement constitutes its legal, valid, and binding obligation enforceable against it in accordance with its terms.
c. No Conflict. The execution, delivery, and performance of this Agreement do not violate its organizational documents or any Applicable Law.

4.2 Seller’s Representations & Warranties

Seller further represents and warrants that:
a. Title. Seller has, and at Closing will convey to Buyer, good and marketable title to the Equipment, free and clear of all Liens except Permitted Liens.
b. Conformity to Specifications. The Equipment will materially conform to the Specifications on Schedule 1 and will be free from defects in material and workmanship for a period of [WARRANTY PERIOD] after Delivery (the “Warranty Period”).
c. No Infringement. To Seller’s Knowledge, the Equipment does not infringe any patent, trademark, copyright, or other intellectual property right of any third party.
d. Compliance with Laws. The Equipment has been manufactured, handled, and sold in compliance with Applicable Law.

4.3 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, INCLUDING THOSE ARISING UNDER U.C.C. §§ 2-314 AND 2-315.

4.4 Survival

The warranties set forth in Section 4.2(b) survive only for the Warranty Period; all other representations and warranties survive for the applicable statute-of-limitations period.

5. COVENANTS & RESTRICTIONS

5.1 Further Assurances

Each Party shall execute and deliver such further documents and take such further actions as may be reasonably required to consummate the transactions contemplated herein.

5.2 Confidentiality

Each Party agrees to keep confidential any proprietary or non-public information disclosed by the other Party in connection with this Agreement (“Confidential Information”) for a period of [TERM] years and to use such Confidential Information solely for purposes of performing this Agreement. The foregoing does not restrict disclosures required by law or judicial order, provided that the disclosing Party gives prompt written notice to the other Party and cooperates in seeking protective treatment.
[// GUIDANCE: Consider NDA or stand-alone confidentiality agreement for highly sensitive information.]

5.3 Compliance With Laws

Buyer shall, and shall cause its employees and agents to, comply with all Applicable Laws relating to the purchase, possession, use, and resale (if any) of the Equipment.

6. DEFAULT & REMEDIES

6.1 Events of Default

a. Buyer Default. The occurrence of any of the following constitutes a “Buyer Default”: (i) failure to pay any amount when due; (ii) failure to accept delivery; or (iii) bankruptcy or insolvency event.
b. Seller Default. “Seller Default” means: (i) failure to deliver the Equipment when required; (ii) delivery of Equipment materially nonconforming to the Specifications and failure to cure as provided in Section 3.4(d); or (iii) bankruptcy or insolvency event.

6.2 Notice and Cure

A non-defaulting Party shall give written notice to the defaulting Party specifying the default. The defaulting Party shall have [CURE PERIOD] days to cure such default, except for payment defaults, which must be cured within [SHORTER CURE PERIOD] days.

6.3 Remedies

a. Buyer Remedies. Upon Seller Default, Buyer may, subject to Section 6.4, elect any or all remedies available under U.C.C. Article 2, including cover, refund, or specific performance, provided that Seller shall not be liable for consequential or punitive damages except as expressly set forth in Section 7.2(c).
b. Seller Remedies. Upon Buyer Default, Seller may (i) suspend performance; (ii) require immediate payment of all outstanding amounts; (iii) resell the Equipment as permitted by U.C.C. § 2-706; and/or (iv) pursue any other remedy available at law or in equity, subject to the limitations in Section 7.2.

6.4 Attorney Fees

The prevailing Party in any enforcement action arising out of or relating to this Agreement shall be entitled to recover reasonable attorney fees, court costs, and expenses, in addition to any other relief granted.

7. RISK ALLOCATION

7.1 Indemnification by Seller

Seller shall indemnify, defend, and hold harmless Buyer, its Affiliates, and their respective directors, officers, employees, and agents (collectively, “Buyer Indemnitees”) from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorney fees) (collectively, “Losses”) arising out of:
a. any breach of Seller’s representations, warranties, or covenants;
b. any title defect or Lien not expressly assumed by Buyer; or
c. any third-party claim that the Equipment infringes such third party’s intellectual-property rights.
[// GUIDANCE: Narrow scope or include caps as negotiated.]

7.2 Limitation of Liability

a. Cap. Except for (i) Seller’s indemnification obligations under Section 7.1; (ii) either Party’s gross negligence or willful misconduct; or (iii) amounts payable pursuant to a final judgment for personal injury or death, the aggregate liability of either Party arising out of or related to this Agreement shall not exceed [DOLLAR CAP] (the “Liability Cap”).
b. Exclusion of Certain Damages. EXCEPT FOR THE SPECIFIC LIABILITIES SET FORTH ABOVE, NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. Consequential Damages Carve-Out. Notwithstanding Section 7.2(b), damages recoverable under Section 7.1(c) (IP infringement) shall not be subject to the exclusions or the Liability Cap.
[// GUIDANCE: Liability Caps are negotiable; adjust carve-outs per client risk tolerance.]

7.3 Insurance

During the period from the Effective Date until the later of (i) acceptance of the Equipment or (ii) the end of the Warranty Period, Seller shall maintain, at its expense, commercial general liability insurance with limits of not less than US $[AMOUNT] per occurrence and list Buyer as an additional insured.

7.4 Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations (other than payment obligations) caused by a Force Majeure Event, which means an event beyond the reasonable control of the affected Party, including acts of God, flood, fire, earthquake, explosion, governmental actions, or labor disputes. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and all disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of [CHOICE‐OF‐LAW STATE], including its enactment of the Uniform Commercial Code, without giving effect to any conflict-of-laws rule that would result in the application of the laws of another jurisdiction.
[// GUIDANCE: “ucc_plus_choice” directs that U.C.C. Article 2 applies in tandem with chosen state law.]

8.2 Forum Selection; Exclusive Jurisdiction

Subject to Section 8.3 (Arbitration), the state and federal courts located in [COUNTY], [CHOICE-OF-LAW STATE] shall have exclusive jurisdiction over any suit, action, or proceeding arising out of or related to this Agreement. Each Party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue or forum non conveniens.

8.3 Arbitration (Optional)

[SELECT ONE AND DELETE THE OTHER OPTION PRIOR TO EXECUTION]
OPTION A – ARBITRATION ELECTED. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its breach, termination, or validity, shall be finally resolved by arbitration administered by [ARBITRATION ADMINISTRATOR] under its [RULES] in effect at the time of filing. The seat of arbitration shall be [CITY, STATE]. Judgment on the award may be entered in any court of competent jurisdiction.
OPTION B – ARBITRATION NOT ELECTED. Section 8.2 shall govern all disputes; no arbitration.

8.4 Jury Trial Waiver

EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.5 Injunctive Relief

Notwithstanding anything to the contrary, a Party may seek temporary, preliminary, or permanent injunctive relief solely to (i) protect its Confidential Information or intellectual-property rights or (ii) enforce the exclusivity of the forum selected in Section 8.2, provided that any such injunctive relief shall be narrowly tailored and shall not otherwise restrict the availability of monetary damages pursuant to this Agreement.
[// GUIDANCE: “limited” injunctive relief per metadata.]

9. GENERAL PROVISIONS

9.1 Amendment and Waiver

No amendment or modification of this Agreement is binding unless in writing and signed by both Parties. No waiver of any right or remedy is effective unless in writing; any waiver is limited to the specific instance and does not operate as a waiver of any future breach.

9.2 Assignment

Neither Party may assign, delegate, or otherwise transfer its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in its entirety to a successor in interest by merger, consolidation, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

9.3 Successors and Assigns

This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability

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

9.5 Entire Agreement

This Agreement, including all Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements or understandings.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument. Execution and delivery of this Agreement by electronic means (including .pdf or electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act) are valid and binding.

9.7 Notices

All notices must be in writing and delivered (i) personally, (ii) by recognized overnight courier, or (iii) by certified mail, return receipt requested, to the addresses set forth in the preamble (or such other address as a Party may designate). Notices are effective on receipt or refusal.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Equipment Purchase and Sale Agreement as of the Effective Date.

[// GUIDANCE: Add notary acknowledgments or witness lines if required by Applicable Law or internal policy.]

Schedule 1 – Equipment Description and Specifications

[List make, model, year, serial numbers, technical specifications, accessories, manuals, location, etc.]

Schedule 2 – Permitted Liens

[Detail any Liens that will remain post-Closing, if applicable.]

[END OF DOCUMENT]