Sales Agreement - Equipment - District of Columbia

EQUIPMENT PURCHASE AND SALE AGREEMENT

(District of Columbia Transaction Worksheet)

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

Each is a “Party” and together they are the “Parties.” Seller agrees to sell,
and Buyer agrees to purchase, only the Equipment identified in signed Exhibit A
on the terms completed below.

1. Use and Classification Gate

Do not sign until counsel completes this classification. Attach specialized
terms for every selected category.

Counsel approving classification: [________________________________]

Technical / tax / lien reviewers: [________________________________]

2. Agreement Documents and Priority

The following signed documents form part of this Agreement:

Order of priority for a conflict: [________________________________]. A document
controls only the subject it expressly addresses. A quotation, purchase order,
portal term, invoice, acknowledgment, manual, advertisement, sample, or oral
statement is included only if a signed document identifies it.

3. Equipment and Condition Record

Exhibit A must identify each commercial unit separately when delivery,
inspection, payment, acceptance, warranty, or remedies may differ.

Seller's ownership interest and any third-party interest are stated only in
Exhibit A or G. No “free and clear” statement applies unless the lien and title
review supports it.

4. Price, Tax, Invoice, and Payment

Exhibit B must allocate sales, use, personal-property, excise, customs, income,
withholding, and other taxes after transaction-specific review. This Agreement
states no tax classification, rate, exemption, filing duty, or late-charge
ceiling.

5. Closing, Title, Liens, and Financing

This Agreement does not itself guarantee perfection, priority, release, title
recordation, or third-party effectiveness. Exhibit G must identify each separate
document and filing required for the chosen structure.

6. Delivery, Packing, Site, and Risk

Exhibit C must coordinate the physical movement and the selected commercial
allocation.

A trade term applies only if Exhibit C identifies its complete term, named
place, published version, and agreed variations. Do not combine a shipment term,
destination term, and inconsistent risk-transfer sentence.

7. Inspection, Testing, Installation, and Acceptance

Exhibit D must define Specifications, sample size, test method, tolerances,
qualified personnel, calibration, access, safety, data, pass/fail criteria, and
the person authorized to sign an acceptance or rejection record.

Select the treatment of each failed unit:

☐ Correction and reinspection

☐ Replacement

☐ Price adjustment

☐ Return and refund

☐ Acceptance with reservation stated in writing

☐ Other: [________________________________]

Silence, payment, possession, use, installation, resale, modification, and
failure to inspect have only the effect stated in Exhibit D after counsel
review. This Agreement supplies no automatic deemed-acceptance rule.

8. Warranties, Service, and Product Events

Exhibit E must state every express warranty and any disclaimer or modification
of other terms after the transaction is classified.

Exhibit E must also allocate notice, investigation, stop-use, correction,
recall, field action, regulator, customer communication, transport, disposal,
and cost responsibility for a safety or conformity event.

No warranty disclaimer is effective merely because this template prints one.
Counsel must draft the final wording and presentation for the actual goods,
parties, bargaining record, written warranty, and mandatory law.

9. Software, Data, and Intellectual Property

Equipment ownership does not automatically transfer embedded software,
accounts, data, documentation, updates, subscriptions, cloud access, passwords,
or intellectual-property rights. Exhibit F must identify:

Before regulated or personal data is processed, attach a role, purpose,
security, incident, retention, deletion, and transfer schedule approved for the
actual data and systems.

10. Compliance and Operational Responsibility

No blanket promise to comply with “all laws” substitutes for identifying the
Party, activity, location, equipment, rule, control, and evidence involved.

11. Default, Termination, and Transition

Coordinate cancellation, return, repossession, resale, refund, setoff,
acceleration, storage, transition, and survival with title, risk, acceptance,
financing, warranty, and nonwaivable law. No remedy is cumulative or automatic
unless Exhibit H states the intended relationship after counsel review.

12. Indemnity, Insurance, and Liability

No indemnity, defense duty, liability cap, damages exclusion, warranty remedy,
insurance requirement, attorney-fee award, injunction, or force-majeure excuse
is automatic. Counsel must review the complete allocation in Exhibit G or H.

13. Dispute and General Terms

No arbitration agreement or exclusion, jury waiver, exclusive forum,
prevailing-party fee, electronic-signature-as-original rule, or preset notice-
receipt date applies unless stated in a completed, counsel-approved selection.

14. Signatures

The Parties confirm that Exhibits A through H are complete or intentionally
marked not applicable.