Sales Agreement - Equipment - Connecticut

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 to sell and buy the Equipment as goods under Connecticut law, including Conn. Gen. Stat. Title 42a, 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 Connecticut Uniform Commercial Code as applicable.

"Business Day" means any day other than a Saturday, Sunday, or day on which banks in Connecticut are authorized or required by law to close.

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

"Delivery Point" means the address stated 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.

"Lien" means a security interest, claim, or encumbrance affecting title to the Equipment.

"Permitted Liens" means only the Liens expressly listed on Schedule 2 and accepted by Buyer.

"Governing Law Jurisdiction" means the State of Connecticut.

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

3. OPERATIVE PROVISIONS

3.1 Sale and Purchase

Subject to this Agreement, Seller shall sell and deliver, and Buyer shall purchase, the Equipment at Closing. Seller shall transfer its interest in the Equipment free of all liens other than those expressly listed 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 at the exchange of payment and delivery on [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.

3.3 Delivery; Risk of Loss; Title

a. Delivery. Seller shall deliver the Equipment to Buyer at [DELIVERY POINT AND ADDRESS] at Closing, unless the Parties agree in writing to another delivery date. Seller shall arrange and pay for transportation to that point unless the Parties specify otherwise here: [ALTERNATE TRANSPORT ARRANGEMENT].

b. Risk of Loss. As the Parties' agreed allocation under Conn. Gen. Stat. § 42a-2-509(4), risk of accidental loss shall pass to Buyer when Buyer receives conforming Equipment at the Delivery Point, subject to Conn. Gen. Stat. § 42a-2-510 for a tender giving a right of rejection.

c. Title. Title shall pass to Buyer at Closing upon payment of the balance and Seller's delivery of the identified Equipment. Delivery before full payment does not reserve title in Seller; any security interest for unpaid price must be documented and handled under applicable law.

3.4 Inspection; Acceptance or Rejection

a. Inspection Right. Buyer shall have [INSPECTION PERIOD] days after receipt to inspect the Equipment at a reasonable place and time (Conn. Gen. Stat. § 42a-2-513), provided that period affords a reasonable opportunity to inspect the particular Equipment.

b. Acceptance. Buyer accepts the Equipment by notifying Seller of acceptance after a reasonable opportunity to inspect, by failing to make an effective rejection after that opportunity, or by other conduct constituting acceptance under Conn. Gen. Stat. § 42a-2-606. Acceptance does not by itself eliminate remedies for a notified breach.

c. Rejection. Buyer may reject a nonconforming tender under Conn. Gen. Stat. § 42a-2-601 by giving Seller a written notice describing the nonconformity within a reasonable time after delivery or tender, and no later than [INSPECTION PERIOD] days if that period affords a reasonable opportunity to inspect (Conn. Gen. Stat. § 42a-2-602). If Buyer has possession of rejected Equipment and no security interest in it, Buyer shall hold it with reasonable care for Seller's disposition as required by § 42a-2-602(2).

d. Seller's Obligation. Upon rightful rejection, Seller shall, at its expense, either (i) repair or replace the nonconforming Equipment within [NUMBER] days or (ii) refund the price paid for it and arrange return shipment. If this limited remedy fails of its essential purpose, remedies available under Conn. Gen. Stat. § 42a-2-719 remain available.

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 actual 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 FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT AND THE WARRANTY OF TITLE, AND ONLY TO THE EXTENT PERMITTED BY CONN. GEN. STAT. § 42a-2-316, SELLER DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER DOES NOT APPLY WHERE § 42a-2-316(5) PROHIBITS IT FOR CONSUMER GOODS, AND DOES NOT NEGATE AN EXPRESS WARRANTY THAT CANNOT REASONABLY BE RECONCILED WITH IT.

4.4 Survival

The express conformity and defect warranty in Section 4.2(b) lasts for the Warranty Period. The time for bringing an action is governed by Conn. Gen. Stat. § 42a-2-725, including its rule for a warranty explicitly extending to future performance.

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.

5.3 Compliance With Laws

Buyer shall, and shall cause its employees and agents to, comply with laws applicable to its purchase, possession, use, and resale (if any) of the Equipment.

6. DEFAULT & REMEDIES

6.1 Events of Default

a. Buyer Default. A "Buyer Default" occurs if Buyer fails to pay an amount when due or wrongfully refuses a conforming tender of the Equipment.

b. Seller Default. A "Seller Default" occurs if Seller fails to deliver the Equipment when required or fails to perform its obligations after a rightful rejection under Section 3.4(d).

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 seek the remedies available for the particular breach under Conn. Gen. Stat. Title 42a, Article 2, including cover under § 42a-2-712, recovery of price paid when permitted by § 42a-2-711, or specific performance in a proper case under § 42a-2-716, subject to Section 3.4(d).

b. Seller Remedies. Upon Buyer Default, Seller may withhold delivery, resell in good faith and a commercially reasonable manner under Conn. Gen. Stat. §§ 42a-2-703 and 42a-2-706, or seek the price or other damages when available under Article 2, subject to 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, to the extent permitted by applicable Connecticut law.

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 CONNECTICUT 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 Connecticut, including the Connecticut 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 (Arbitration), the state and federal courts located in [Hartford / New Haven / Fairfield] County, Connecticut 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 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], Connecticut.
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 CONNECTICUT 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

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

The Parties will document any agreed amendment in a record signed by both Parties. An attempted modification may operate as a waiver under Conn. Gen. Stat. § 42a-2-209(4).

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 executed in counterparts. The Parties consent to sign and exchange this Agreement electronically.

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 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.]