Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
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 the Alaska Uniform Commercial Code, AS 45.02 (Alaska's adoption of UCC Article 2).

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

"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, and local laws, including the Alaska Uniform Commercial Code as applicable.

"Business Day" means any day other than Saturday, Sunday, or a holiday expressly listed in Schedule 3.

"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 Alaska.

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

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 only at the counsel-approved rate of [RATE]% per [PERIOD], subject to the completed interest and usury review attached as Schedule 3. No rate applies if the field or review is incomplete.

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. Subject to nonconforming tender and breach under AS 45.02.510, the Parties agree that risk of loss passes at [PRECISE EVENT, PLACE, AND TIME]. The selected Incoterm does not replace this sentence unless Schedule 1 says so expressly.
c. Title. Title passes at [PRECISE EVENT, PLACE, AND TIME]. If Seller delivers Equipment before full payment, any attempted title retention is only a reservation of a security interest under AS 45.02.401 and requires a separately reviewed security agreement and perfection plan.

3.4 Inspection; Acceptance or Rejection

a. Inspection Right. Buyer shall have [INSPECTION PERIOD] days following delivery to inspect the Equipment (the "Inspection Period") pursuant to AS 45.02.513.
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 determines in good faith that the Equipment does not conform to the Specifications, Buyer may use the rejection process and notice requirements approved in Schedule 1, subject to current Alaska law.
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.

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 title by rightful transfer, free from security interests, liens, and encumbrances except those knowingly accepted and specifically listed as Permitted Liens. Any infringement warranty or buyer-specification allocation is selected expressly in Schedule 1 under AS 45.02.312.
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 OTHER REPRESENTATION OR WARRANTY. TO THE EXTENT THE COMPLETED TRANSACTION PERMITS EXCLUSION, SELLER DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THIS WRITTEN CLAUSE IS INTENDED TO BE CONSPICUOUS; AS 45.02.316 AND THE CREATION OF ANY EXPRESS WARRANTY STILL CONTROL. TITLE AND INFRINGEMENT TREATMENT MUST BE STATED SPECIFICALLY UNDER SECTION 4.2(a).

4.4 Survival

The selected representations, warranties, notice rules, and contractual remedy periods survive only as stated in the completed Warranty and Remedy Schedule, subject to nonwaivable law.

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 the information defined in Schedule 4 for [TERM] years and to use it only for the permitted purposes there. Counsel must separately address trade secrets, compelled disclosure, residual knowledge, return or deletion, and legally protected records.

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 use the compatible remedies selected in Schedule 5 and any remedy current law preserves. Do not assume cover, refund, damages, cancellation, and specific performance are cumulatively available on every fact pattern.
b. Seller Remedies. Upon Buyer Default, Seller may use the compatible remedies selected in Schedule 5 and any remedy current law preserves, subject to mitigation, notice, resale, credit, and limitation requirements.

6.4 Attorney Fees

Fee allocation and interaction with applicable procedural rules: [COUNSEL-APPROVED SCHEDULE OR "NONE"]

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 from and against any and all claims, losses, damages, liabilities, and expenses 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.

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, TO THE EXTENT PERMITTED BY ALASKA LAW.
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.

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.

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 Alaska, including the Alaska Uniform Commercial Code, without giving effect to any conflict-of-laws rule that would result in the application of the laws of another jurisdiction.

8.2 Forum Selection; Exclusive Jurisdiction

Subject to Section 8.3, the counsel-approved court and venue are [________________________________]. This clause does not create subject-matter jurisdiction or override mandatory venue.

8.3 Arbitration (Optional)

[SELECT ONE AND DELETE THE OTHER OPTION PRIOR TO EXECUTION]
OPTION A - ARBITRATION ELECTED. Any dispute 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 Anchorage, Alaska.
OPTION B - ARBITRATION NOT ELECTED. Section 8.2 shall govern all disputes; no arbitration.

8.4 Jury Trial Waiver

☐ No contractual jury waiver.

☐ Separate counsel-approved jury-waiver addendum attached and separately acknowledged.

8.5 Injunctive Relief

A Party may seek temporary, preliminary, or permanent injunctive relief solely to protect its Confidential Information or intellectual-property rights.

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.

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 to a successor by merger, consolidation, or sale of substantially all assets.

9.3 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

9.4 Entire Agreement

This Agreement, including all Schedules, constitutes the entire agreement between the Parties and supersedes all prior agreements.

9.5 Counterparts; Electronic Signatures

Counterpart and electronic-signature method approved for this transaction and selected law: [________________________________].

9.6 Construction

Ambiguities shall not be construed against the drafter of this Agreement.

9.7 Notices

All notices must be in writing and delivered to the addresses set forth in the preamble.

10. EXECUTION BLOCK

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

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.]

CHECKLIST FOR EXECUTION

☐ All [PLACEHOLDER] values have been completed
☐ Schedule 1 (Equipment Description) is attached
☐ Schedule 2 (Permitted Liens) is attached or marked "None"
☐ Arbitration option selected in Section 8.3
☐ Document reviewed by Alaska-licensed legal counsel
☐ Both Parties have signed and dated