Sales Agreement - Equipment

ARIZONA EQUIPMENT PURCHASE AND SALE AGREEMENT

This Equipment Purchase and Sale Agreement (the “Agreement”) is made as of [__/__/____] by:

Seller: [FULL LEGAL NAME], a [JURISDICTION / ENTITY TYPE], at [ADDRESS] (“Seller”); and

Buyer: [FULL LEGAL NAME], a [JURISDICTION / ENTITY TYPE], at [ADDRESS] (“Buyer”).

1. Transaction Profile

If the transaction includes material services, software, data, intellectual-property rights, construction, or real-property work, counsel must determine whether this goods-sale form is sufficient and add the controlling terms.

2. Equipment

Seller agrees to sell and Buyer agrees to buy only the equipment identified in Exhibit A. Exhibit A must state, as applicable:

• manufacturer, make, model, year, serial/VIN or other unique identifier;
• quantity, current location, operating hours or cycles, and stated condition;
• included attachments, tooling, spare parts, consumables, manuals, keys, records, and accessories;
• excluded items;
• specifications or acceptance criteria;
• embedded software and whether any license is transferable;
• known damage, repairs, modifications, missing guards or components, and open recalls; and
• photographs or inspection reports incorporated into this Agreement.

3. Purchase Price and Payment

Purchase price: $[________]

Allocation among equipment or other items, if relevant: [________________________________]

Deposit treatment if the transaction does not close: [REFUNDABLE / NONREFUNDABLE / APPLIED DAMAGES / OTHER—STATE EXACT TERMS: __________________________________].

Taxes, registration charges, transport charges, rigging, disassembly, loading, installation, testing, and other costs are allocated in Exhibit C. Each party remains responsible for obligations that applicable law does not permit the parties to shift.

4. Closing, Title, and Liens

Closing date: [__/__/____]

Closing location or remote procedure: [________________________________]

At Closing, Seller will deliver:

☐ possession of the Equipment;

☐ a bill of sale identifying each item;

☐ any certificate of title or registration transfer document;

☐ releases or terminations for the liens listed below;

☐ transferable manuals, maintenance records, passwords, and keys listed in Exhibit A; and

☐ [OTHER DOCUMENT: __________________________________].

Title passes to Buyer upon [choose one: receipt of collected funds / delivery / another precisely stated event: __________________________________]. If Seller will retain collateral rights after delivery, use separately reviewed security documents and filing instructions appropriate to the transaction.

Existing liens or security interests:

Seller represents that, except for interests disclosed in this table and expressly accepted by Buyer, Seller owns the Equipment and has authority to convey it. Seller will not create a new lien on the Equipment before title passes.

5. Delivery and Risk of Loss

Delivery date: [__/__/____]

Delivery point: [FULL ADDRESS: __________________________________]

Delivery obligations: [WHO DISASSEMBLES / LOADS / SELECTS CARRIER / INSURES / UNLOADS / RIGS: __________________________________]

The parties select the following risk-of-loss rule:

☐ Risk passes when Seller duly delivers the Equipment to the identified carrier at [LOCATION], under a shipment arrangement.

☐ Risk passes when the Equipment is duly tendered at the destination [LOCATION], under a destination arrangement.

☐ Risk passes only when Buyer receives the Equipment at [LOCATION].

☐ Other negotiated allocation: [________________________________].

A.R.S. § 47-2509 supplies default risk-of-loss rules in the absence of breach and makes those rules subject to the parties' contrary agreement. The selected clause above is intended to state that agreement. The parties should define any trade term rather than relying on an unexplained “FOB,” “FCA,” or other label.

6. Inspection, Testing, Rejection, and Acceptance

6.1 Pre-Closing Access

Buyer may inspect and test the Equipment at [LOCATION] on [DATE / NOTICE TERMS], subject to reasonable site-safety and confidentiality requirements. Destructive testing is ☐ prohibited ☐ permitted only as described here: [________________________________].

6.2 Post-Delivery Inspection

Buyer will have [____] business days after delivery and a reasonable opportunity to inspect and test the Equipment against Exhibit A. The method, place, and allocation of inspection costs are: [________________________________]. A.R.S. § 47-2513 addresses a buyer's inspection right unless otherwise agreed and allocates inspection expenses subject to its terms.

6.3 Rejection Notice

To reject Equipment, Buyer must give Seller written notice within the inspection period that identifies each rejected commercial unit and describes each claimed nonconformity with reasonable detail. Buyer will hold rejected Equipment with reasonable care pending lawful instructions and will not use it except as reasonably necessary for inspection, preservation, or safety.

A.R.S. §§ 47-2601 and 47-2602 govern the available scope and timing of rejection, including the requirement of seasonable notice. Nothing here expands a statutory right to reject an installment or commercial unit.

6.4 Acceptance

Buyer accepts an item when Buyer:

☐ signs an acceptance certificate for that item; or

☐ after a reasonable opportunity to inspect, fails to make an effective rejection within the agreed inspection period.

Acceptance is also subject to A.R.S. § 47-2606, including conduct inconsistent with Seller's ownership. State every express warranty and post-acceptance contractual remedy that the parties intend to survive. Revocation of acceptance, if asserted, is governed by applicable law and is not predetermined by this form.

6.5 Agreed Response to Timely Rejection

After a timely and proper rejection, the parties' agreed first response is:

☐ Seller may cure by [REPAIR / REPLACEMENT] within [____] days, if cure is permitted by applicable law.

☐ Seller will retrieve the rejected item and refund the allocated price within [____] days.

☐ Other: [________________________________].

This clause does not eliminate any nonwaivable right or remedy.

7. Condition and Warranties

Choose one warranty structure and delete the others. Do not combine an “as is” sale with contradictory promises.

Option A — Express Limited Warranty

☐ Seller warrants that, for [____] days after acceptance, the Equipment will materially conform to the specifications in Exhibit A and be free from the defects expressly listed here: [________________________________]. The exclusive repair process, response time, parts/labor allocation, access requirements, exclusions, and remedy are stated in Exhibit D.

Option B — Identified-Condition Sale

☐ Seller makes only these express condition statements: [________________________________]. Buyer otherwise accepts the Equipment in the disclosed condition, subject to the retained inspection and rejection rights in Section 6.

Option C — Negotiated “As Is” Sale

☐ BUYER PURCHASES THE EQUIPMENT AS IS, WHERE IS, WITH ALL FAULTS. EXCEPT FOR SELLER'S EXPRESS TITLE AND AUTHORITY STATEMENTS AND ANY EXPRESS WARRANTY IDENTIFIED IN THIS AGREEMENT, SELLER DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

No oral statement, advertisement, model, sample, description, service record, or course of dealing should be treated as excluded without reviewing whether it created or affected an express warranty or the agreed description of the Equipment.

8. Installation, Software, and Transition

If selected in Section 1, Exhibit B must state:

• installation, foundation, utilities, site readiness, permits, and safety responsibility;
• testing protocol, performance criteria, training, and acceptance certificate;
• downtime, removal of replaced equipment, and environmental/waste handling;
• embedded-software license, account transfer, remote access, updates, data removal, and cybersecurity responsibility; and
• the effect of a service delay or failed commissioning test on payment and acceptance.

Seller transfers no patent, copyright, trademark, software, data, or other intellectual-property right except the rights expressly identified in Exhibit B.

9. Compliance and Use Allocation

Seller will provide the compliance records specifically listed in Exhibit A. Buyer is responsible for post-delivery siting, guarding, operation, maintenance, training, and use except to the extent Exhibit B assigns a task to Seller.

The parties must separately identify any applicable vehicle-title, emissions, weights-and-measures, occupational-safety, export-control, environmental, privacy, licensing, product-registration, recall, or regulated-device requirement. This Agreement makes no blanket representation that the Equipment is lawful for every intended site or use.

10. Default and Remedies

A party claiming breach must give written notice describing the breach and requested cure. The cure period is [____] days, except: [PAYMENT / SAFETY / DELIVERY / OTHER EXCEPTIONS: __________________________________]. A cure period does not extend a statutory notice or limitation deadline unless applicable law and a signed writing permit that result.

The parties select the following negotiated remedies or limitations:

☐ no contractual remedy limitation; applicable law controls.

☐ repair or replacement process in Exhibit D.

☐ refund / return process: [________________________________].

☐ liability cap and exclusions in Exhibit E, reviewed for this transaction.

☐ indemnity in Exhibit E for these specifically allocated third-party claims: [________________________________].

No remedy, limitation, indemnity, or damages exclusion applies unless its checkbox is selected and the referenced exhibit is completed. Fraud, intentional misconduct, bodily injury, property damage, confidentiality, data, intellectual property, title, indemnity, and payment obligations must each be addressed expressly rather than assumed to be inside or outside a cap.

Attorney fees: ☐ each party bears its own ☐ the parties adopt this negotiated fee clause: [________________________________] ☐ applicable law controls. No statutory fee entitlement is stated in this form.

11. Insurance

Insurance obligations, if any, are stated in Exhibit E and must identify the insured party, coverage type, limits, period, additional-insured status, primary/noncontributory requirement, waiver of subrogation if intended, and evidence deadline. No insurance obligation applies merely because a party owns, transports, installs, or uses the Equipment.

12. Notices and General Terms

Notices under this Agreement must be in writing and sent to the contacts below by [PERSONAL DELIVERY / TRACKABLE COURIER / EMAIL WITH AGREED CONFIRMATION / OTHER]. Notice is effective: [________________________________].

This Agreement and its completed exhibits are the entire agreement concerning the sale. The following documents are incorporated, in this order of control: [________________________________]. A purchase order, invoice, website term, or shipping document does not amend this Agreement unless the parties expressly sign an amendment identifying the changed term.

An amendment or waiver must be in a writing signed by the party against whom it is asserted. Neither party may assign this Agreement without the other's written consent, except: [________________________________]. If a term is unenforceable, it will be severed only to the extent necessary, without rewriting the parties' economic bargain.

Arizona law governs, excluding a conflicts rule that would select another jurisdiction, subject to any mandatory law that cannot be displaced. The parties do not select arbitration, an exclusive forum, or a jury waiver in this form. If desired, those provisions require separate, transaction-specific review and assent.

Counterparts and signatures transmitted electronically may be used to the extent the parties agree and applicable law permits.

13. Signatures

Exhibits

• Exhibit A: Equipment, condition, disclosures, specifications, included items, and compliance records
• Exhibit B: Installation, services, commissioning, training, and software transition
• Exhibit C: Price allocation, taxes, transport, rigging, and closing costs
• Exhibit D: Express warranty, repair, replacement, return, and refund procedure
• Exhibit E: Negotiated liability limits, indemnity, and insurance

Closing Checklist

☐ Each equipment item is uniquely identified and photographed.

☐ Ownership, authority, lien searches, payoffs, and releases are complete.

☐ Title/registration, financing, consumer, regulated-equipment, and mixed goods/services issues are resolved.

☐ Delivery duties and risk of loss use one coherent rule.

☐ Inspection criteria, commercial units, notice method, and acceptance evidence are complete.

☐ One warranty structure is selected; contradictory language is deleted.

☐ Installation, software, data, safety, environmental, and transition duties are assigned.

☐ Every selected exhibit is attached and every unused option is deleted.

☐ Payment, tax, closing, possession, and document-delivery steps reconcile.

☐ Signers' names, titles, and authority are confirmed.

Sources and References

• Arizona Legislature, A.R.S. § 47-2509 — Risk of loss in the absence of breach.
• Arizona Legislature, A.R.S. § 47-2513 — Buyer's right to inspection of goods.
• Arizona Legislature, A.R.S. § 47-2601 — Buyer's rights on improper delivery.
• Arizona Legislature, A.R.S. § 47-2602 — Manner and effect of rightful rejection.
• Arizona Legislature, A.R.S. § 47-2606 — What constitutes acceptance of goods.
• Arizona Legislature, A.R.S. § 47-2316 — Exclusion or modification of warranties.

Current official text verified August 2, 2026. Arizona Legislature robots.txt requires a 120-second crawl delay; the official section pages were fetched directly and sequentially with that delay.