Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

Use gate. Complete the transaction-classification, equipment-condition,
delivery, testing, software, title/lien, risk, and dispute schedules before
signing. Use a tailored addendum for any consumer sale, titled vehicle or
vessel, aircraft, regulated weapon, medical device, hazardous or controlled
material, public procurement, cross-border shipment, real-property fixture,
construction project, lease, or transaction in which services predominate.

TRANSACTION CLASSIFICATION

☐ Private business-to-business sale

☐ New equipment ☐ Used equipment ☐ Refurbished equipment ☐ Prototype/demo

☐ Seller is manufacturer ☐ Dealer/distributor ☐ Reseller

☐ Installation/commissioning included ☐ Training/service included

☐ Embedded or separate software/firmware/data rights included

☐ Seller financing or deferred payment ☐ Existing lien/payoff

☐ Certificate of title or registration record ☐ Regulated end use

Required tailored addenda or separate records: [________________________]

Counsel approving classification: [________________________________]

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 a private business-to-business equipment sale. Counsel
shall classify any mixed goods/services, financing, titled-property, fixture,
consumer, regulated-equipment, software, tax, or cross-border component before
the Parties rely on this form.

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 the mandatory law identified by counsel for the actual
equipment, parties, delivery, financing, installation, location, and end use.

"Business Day" means Monday through Friday, excluding the holidays expressly
listed here: [____________________________________________________________].

"Confidential Information" has the meaning set forth in Section 5.2.

"Delivery Point" means the exact location selected in Section 3.3 and Schedule 3.

"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 Colorado.

"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. A supported late charge applies only if selected below and
approved for this transaction by counsel:
☐ No contractual late charge.
☐ [____]% per [month/year], simple ☐ / compounded ☐ as follows: [________].
Any selected rate is reduced only to the extent mandatory law requires.

3.3 Delivery; Risk of Loss; Title

a. Delivery Route. Select one complete route and complete Schedule 3:
☐ Buyer pickup at [LOCATION].
☐ Shipment contract; Seller tenders to [CARRIER] at [LOCATION].
☐ Destination delivery; Seller delivers to [DESTINATION].
☐ Incorporated trade term: [EXACT TERM / NAMED PLACE / VERSION].
b. Delivery Date or Window. [________________________________]
c. Risk of Loss. Risk passes only on this selected event:
[CARRIER TENDER / DESTINATION DELIVERY / ACCEPTANCE / OTHER: __________].
d. Title. Title passes only on this selected event:
[PAYMENT / DELIVERY / ACCEPTANCE / OTHER: ____________________________].
e. Risk and title are separate choices. Neither changes responsibility for a
pre-transfer breach, lien, nonconformity, or agreed insurance duty.

3.4 Inspection; Acceptance or Rejection

a. Inspection Right. Buyer shall have [INSPECTION PERIOD] days following the
agreed inspection trigger to perform the tests in Schedule 4 (the "Inspection
Period").
b. Acceptance. Select the acceptance event in Schedule 4:
☐ Buyer's signed acceptance certificate.
☐ Completion of the agreed acceptance test.
☐ Productive use beyond [____] hours/days, subject to stated exceptions.
☐ Expiration of the Inspection Period only after Seller gives a written
expiration reminder and [____] additional days pass.
Silence alone ☐ constitutes acceptance under the completed route above
☐ does not constitute acceptance.
c. Rejection. If Buyer determines in good faith that an identified commercial
unit does not satisfy the written acceptance criteria, Buyer may issue a
Rejection Notice within the Inspection Period. The notice must identify the
unit, failed criterion, evidence, requested disposition, location, and care
instructions pending Seller's response.
d. Seller's Obligation. Upon a supported Rejection Notice, Seller shall choose
only from the remedy routes completed in Schedule 5 and respond within [____]
days. The schedule must allocate diagnosis, repair/replacement, retest, return,
shipping, rigging, storage, risk, refund, and field costs.

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. Authorization Review. It has completed the organizational approvals and
signer-authority checks listed in the closing record. This representation does
not predict a court's or arbitrator's enforceability determination.
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 Optional Warranty Allocation

Select one route only after counsel reviews the transaction and presentation:

☐ Only the express warranties stated in Section 4.2 and Schedule 5 apply; the
Parties intend to exclude other warranties to the maximum lawful extent.

☐ Additional warranties apply as follows: [_______________________________].

☐ Used-equipment, "as-is," inspection-based, or other allocation stated in
Schedule 5: [____________________________________________________________].

Do not assume a label alone creates an effective disclaimer or overrides an
express description, sample, promise, certification, or nonwaivable duty.

4.4 Survival

Each representation, warranty, covenant, and claim procedure survives only for
the period expressly stated for it in Schedule 5 or elsewhere in this
Agreement. An omitted period is not filled by this form.

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 the information specifically identified in Schedule 6
confidential for the selected period and to use it only for the selected
purpose. Schedule 6 must address exclusions, permitted recipients, compelled
disclosure, safeguards, return/destruction, and any separately reviewed remedy.

5.3 Compliance With Laws

Each Party shall perform the compliance duties allocated to it in the schedules.
The allocation must identify product, workplace, installation, environmental,
privacy, cybersecurity, licensing, title, tax, import/export, and end-use duties
that actually apply. A contractual allocation does not bind a regulator or
eliminate a nonwaivable duty.

6. DEFAULT & REMEDIES

6.1 Events of Default

a. Buyer Default. The occurrence of any selected material event constitutes a
"Buyer Default": (i) uncured failure to pay an undisputed amount when due; (ii)
failure to take delivery after a supported tender, absent a valid Rejection
Notice; or (iii) another completed 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. Select and describe the supported sequence: repair,
replacement, retest, price adjustment, refund, cover, cancellation, return, or
other remedy: [____________________________________________________________].
b. Seller Remedies. Select and describe the supported sequence: suspend future
performance, hold delivery, recover due amounts, resell identified Equipment,
cancel, or other remedy: [________________________________________________].
c. No selection waives a nonwaivable remedy or creates a remedy that mandatory
law does not permit. State whether an agreed remedy is exclusive: [________].

6.4 Attorney Fees

Select one: ☐ Each Party bears its own fees and costs. ☐ A court or arbitrator
may award reasonable fees and costs to [prevailing party / specified party]
under this express contract term, subject to mandatory law and the selected
forum's authority. ☐ Other: [________________________________].

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. If selected in Schedule 6, and only to the
extent enforceable for the completed transaction, neither Party shall be liable
for the specifically listed damage categories. Schedule 6 must state whether
lost profit, lost revenue, cover, downtime, recall, removal, reinstallation,
data loss, or third-party amounts are direct, excluded, capped, or carved out.
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

The Parties select Colorado law to govern this Agreement, subject to counsel's
review of mandatory law and conflict-of-laws rules for the completed
transaction.

8.2 Forum Selection

Select one completed route in Schedule 6:
☐ Nonexclusive courts with independent subject-matter, personal-jurisdiction,
and venue authority.
☐ Exclusive Colorado state-court forum in [COUNTY], if enforceable.
☐ Federal court only when it independently has subject-matter jurisdiction and
venue in the selected federal district.
☐ Mediation/arbitration route in Section 8.3.

8.3 Arbitration (Optional)

☐ No arbitration agreement is supplied.

☐ Arbitration elected only under the signed Schedule 6, which must identify the
administrator, rules/version, scope, seat, number and selection of arbitrators,
fees, interim relief, discovery, confidentiality, award, and judgment route.

8.4 Jury Trial Waiver

No jury waiver is supplied by default. Any intended waiver must be separately
drafted, conspicuous, mutually authenticated, and reviewed for the selected
forum and transaction.

8.5 Injunctive Relief

This Agreement does not create an injunction or an entitlement to equitable
relief. Schedule 6 may preserve a Party's ability to request relief that the
selected tribunal independently has authority to grant.

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

This Agreement may be signed in counterparts using the signature method stated
in Schedule 6. The Parties do not assume that an electronic signature, platform
workflow, click, scan, or copy satisfies every signature, delivery, title,
notarization, registration, or filing requirement for separate documents.

9.6 Construction

The rule of construction against the drafter shall not apply to interpretation 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 Condition

For each commercial unit list make, model, year, serial/asset number, current
location, new/used/refurbished status, hours/cycles/mileage, operating status,
damage, repairs, modifications, recalls, missing items, included tooling,
accessories, spares, manuals, records, credentials, and photographs.

Schedule 2 - Permitted Liens

[For each lien state holder, collateral, filing/title reference, payoff amount,
release method, closing responsibility, and whether Buyer expressly assumes it.]

Schedule 3 - Delivery, Rigging, Site, Title, and Risk

[State origin, destination, route, carrier, packaging, loading/unloading,
rigging, site readiness, permits, delivery window, delay notice, insurance,
risk trigger, title trigger, custody, storage, and failed-delivery procedure.]

Schedule 4 - Inspection, Testing, Acceptance, and Rejection

[State inspection trigger and period, objective criteria, test method, data,
witnesses, commercial units, acceptance evidence, rejection notice, care of
rejected goods, cure, retest, return, and deemed-acceptance choice, if any.]

Schedule 5 - Warranty, Service, and Remedy

[State every express warranty, duration and trigger, exclusions, claim evidence,
repair/replacement/refund sequence, freight and field costs, support, spare
parts, service levels, recall/correction duties, remedy exclusivity, and
survival period.]

Schedule 6 - Software, Data, Risk, Insurance, and Disputes

[State software/firmware license and transfer rights, credentials, data export
and deletion, confidentiality, indemnity, liability cap and exclusions,
insurance, governing-law review, forum/arbitration selection, fees, notices,
signature method, and every separately negotiated exception.]