Florida Equipment Purchase and Sale Agreement

FLORIDA EQUIPMENT PURCHASE AND SALE AGREEMENT

Governed by Florida Uniform Commercial Code, Ch. 672, Fla. Stat.

NOTICE: This Agreement is governed exclusively by the laws of the State of Florida. Equipment sales in Florida are subject to Florida sales tax under Ch. 212, Fla. Stat. (6% state rate plus applicable county discretionary sales surtax). The Parties should consult with a Florida tax professional regarding tax obligations arising from this transaction.

AGREEMENT

This Equipment Purchase and Sale Agreement ("Agreement") is entered into effective as of [__/__/____] ("Effective Date") by and between:

SELLER:
Name: [________________________________]
Entity Type: [________________________________] organized under the laws of [________________________________]
Principal Address: [________________________________]
Florida Registration No. (if foreign entity): [________________________________]
("Seller")

BUYER:
Name: [________________________________]
Entity Type: [________________________________] organized under the laws of [________________________________]
Principal Address: [________________________________]
Florida Registration No. (if foreign entity): [________________________________]
("Buyer")

(each a "Party" and collectively, the "Parties")

RECITALS

A. Seller owns or has authority to sell the equipment described in Schedule A attached hereto (the "Equipment").

B. Buyer desires to purchase, and Seller desires to sell, the Equipment on the terms set forth in this Agreement.

C. The Parties intend this Agreement to constitute a contract for the sale of goods governed by Article 2 of the Uniform Commercial Code as enacted in Florida (Fla. Stat. Ch. 672).

D. The Equipment constitutes "goods" as defined under Fla. Stat. § 672.105(1), being tangible movable property at the time of identification to this contract.

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:

ARTICLE 1 — DEFINITIONS

1.1 "Applicable Law" means all federal, state, and local laws applicable to a Party or the transactions under this Agreement, including Fla. Stat. Ch. 672 (UCC Sales), Ch. 671 (UCC General Provisions), Ch. 212 (Sales Tax), and all regulations promulgated thereunder.

1.2 "Business Day" means any day other than Saturday, Sunday, or a day on which banking institutions in the State of Florida are authorized or required to close.

1.3 "Confidential Information" has the meaning set forth in Section 8.1.

1.4 "Delivery Point" means [________________________________] as further described in Section 3.2.

1.5 "Equipment" means the items described in Schedule A, including all accessories, manuals, and associated documentation.

1.6 "FDUTPA" means the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.201 et seq.

1.7 "Florida Sales Tax" means the tax imposed under Fla. Stat. Ch. 212, currently 6% plus applicable county discretionary sales surtax.

1.8 "Force Majeure Event" has the meaning set forth in Section 10.1.

1.9 "Lien" means any mortgage, pledge, security interest, encumbrance, lien (including any UCC-1 filing under Fla. Stat. Ch. 679), or charge of any kind.

1.10 "Purchase Price" has the meaning set forth in Section 3.1.

1.11 "Specifications" means the technical and functional specifications for the Equipment set forth in Schedule A.

1.12 "Warranty Period" means [________________________________] following Buyer's acceptance of the Equipment under Section 4.3.

ARTICLE 2 — FLORIDA REGULATORY COMPLIANCE

2.1 Statute of Frauds. This Agreement satisfies the writing requirement of Fla. Stat. § 672.201, which requires a writing signed by the party against whom enforcement is sought for contracts for the sale of goods priced at $500 or more.

2.2 Florida Sales and Use Tax.
(a) The Purchase Price does not include Florida sales tax. Buyer shall pay all applicable Florida sales and use tax imposed under Fla. Stat. Ch. 212 on the sale of the Equipment, including the 6% state rate and any applicable county discretionary sales surtax.
(b) If Buyer claims an exemption from Florida sales tax, Buyer shall provide Seller with a valid Florida Annual Resale Certificate for Sales Tax (Form DR-13) or other applicable exemption certificate prior to delivery.
(c) Seller shall remit all collected sales tax to the Florida Department of Revenue in accordance with Fla. Stat. § 212.06.

2.3 Equipment on Florida Real Property. If the Equipment will be installed on or affixed to real property in Florida, the Parties acknowledge that Fla. Stat. § 672.107 may affect whether the Equipment is classified as goods or as a fixture. The Parties agree that for purposes of this Agreement, the Equipment shall be treated as goods unless it becomes so related to real property as to constitute a fixture under Fla. Stat. § 679.334.

2.4 FDUTPA Compliance. Each Party represents that it shall not engage in unfair or deceptive acts or practices in connection with this transaction in violation of FDUTPA (Fla. Stat. § 501.204). The Parties acknowledge that FDUTPA provides for actual damages, attorney's fees, and injunctive relief for violations.

ARTICLE 3 — PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. Buyer shall pay Seller the aggregate sum of [________________________________] United States Dollars (US $[________________________________]) ("Purchase Price") for the Equipment, exclusive of Florida sales tax and shipping costs.

3.2 Payment Schedule.

☐ Option A — Lump Sum. Full Purchase Price due on or before [__/__/____].

☐ Option B — Installments.

• Deposit: US $[________________________________] due within [____] Business Days after the Effective Date
• Progress Payment: US $[________________________________] due on [__/__/____]
• Final Payment: US $[________________________________] due upon delivery and inspection

3.3 Method of Payment. All payments shall be made in United States Dollars by wire transfer to the account designated by Seller in writing, or by such other method as the Parties agree in writing.

3.4 Late Payment Interest. Any amount not paid when due shall bear interest at the rate of [____]% per annum, calculated from the due date until paid in full; provided, however, that such rate shall not exceed the maximum rate permitted under Florida usury law:
(a) For obligations of $500,000 or less: 18% per annum simple interest (Fla. Stat. § 687.02); or
(b) For obligations exceeding $500,000: 25% per annum simple interest (Fla. Stat. § 687.071(2)).

3.5 Prejudgment Interest. The Parties acknowledge that under Florida law, as established by Argonaut Insurance Co. v. May Plumbing Co., 474 So.2d 212 (Fla. 1985), prejudgment interest is recoverable as a matter of law on liquidated pecuniary losses from the date of loss at the statutory rate established by the Chief Financial Officer of Florida pursuant to Fla. Stat. § 55.03.

ARTICLE 4 — DELIVERY, INSPECTION, AND ACCEPTANCE

4.1 Delivery. Seller shall deliver the Equipment to the Delivery Point no later than [__/__/____] ("Delivery Deadline"). Delivery terms shall be:

☐ FOB Shipping Point (risk passes upon tender to carrier, per Fla. Stat. § 672.319)
☐ FOB Destination (risk passes upon tender at Buyer's location)
☐ Other: [________________________________]

4.2 Risk of Loss and Title.
(a) Risk of loss passes in accordance with the delivery term selected in Section 4.1 and Fla. Stat. §§ 672.509 and 672.510.
(b) Title to the Equipment passes to Buyer upon receipt of the full Purchase Price by Seller, unless otherwise agreed in writing.
(c) Seller shall provide Buyer with a bill of sale and any UCC-3 termination statements necessary to evidence release of any prior security interests.

4.3 Inspection and Acceptance.
(a) Buyer shall have [____] calendar days following delivery to inspect the Equipment ("Inspection Period"), consistent with Buyer's right of inspection under Fla. Stat. § 672.513.
(b) Equipment is deemed accepted upon the earlier of: (i) Buyer's written notice of acceptance; or (ii) expiration of the Inspection Period without written rejection.
(c) Acceptance does not impair Buyer's right to revoke acceptance under Fla. Stat. § 672.608 if a latent nonconformity substantially impairs the value of the Equipment and was not reasonably discoverable during the Inspection Period.

4.4 Rejection and Seller's Right to Cure.
(a) If the Equipment fails to conform to the Specifications, Buyer may reject the nonconforming Equipment by written notice to Seller specifying the nonconformities ("Rejection Notice") within the Inspection Period, pursuant to Fla. Stat. § 672.602.
(b) Seller's Right to Cure (Fla. Stat. § 672.508). Upon receiving a Rejection Notice:

• If the Delivery Deadline has not expired, Seller may seasonably notify Buyer of its intent to cure and deliver conforming Equipment within the remaining contract time; or
• If the Delivery Deadline has expired but Seller had reasonable grounds to believe the tender would be acceptable, Seller shall have [____] additional days to substitute conforming Equipment upon seasonable notice to Buyer.
  (c) If Seller fails to cure within the applicable period, Buyer may: (i) recover the Purchase Price paid; (ii) cover by purchasing substitute equipment (Fla. Stat. § 672.712); or (iii) recover damages for nondelivery (Fla. Stat. § 672.713).

4.5 Buyer's Duties Upon Rejection. Upon rejection, Buyer shall hold the Equipment with reasonable care at Seller's disposition for a commercially reasonable time, per Fla. Stat. § 672.602(2)(b). If Seller fails to provide instructions within [____] Business Days, Buyer may store, reship, or resell the rejected Equipment for Seller's account under Fla. Stat. § 672.604.

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES

5.1 Mutual Representations. Each Party represents and warrants that:
(a) It is duly organized, validly existing, and authorized to do business in the State of Florida (or is not required to be so authorized);
(b) It has full power and authority to enter into and perform this Agreement;
(c) This Agreement constitutes its legal, valid, and binding obligation enforceable in accordance with its terms; and
(d) Its execution and performance of this Agreement does not violate any Applicable Law or existing contractual obligation.

5.2 Seller's Warranties.
(a) Title Warranty (Fla. Stat. § 672.312). Seller warrants that it has good and marketable title to the Equipment, free and clear of all Liens, and that the transfer is rightful.
(b) Warranty Against Infringement (Fla. Stat. § 672.312(3)). Seller warrants that the Equipment is delivered free of any rightful claim of patent or trademark infringement by any third party.
(c) Express Warranty (Fla. Stat. § 672.313). Seller warrants that the Equipment shall materially conform to the Specifications set forth in Schedule A and shall be free from defects in material and workmanship for the Warranty Period.
(d) Implied Warranty of Merchantability (Fla. Stat. § 672.314). Seller warrants that the Equipment is merchantable, meaning, among other things, that it is fit for the ordinary purposes for which such equipment is used.
(e) Compliance. The Equipment has been manufactured, stored, and transported in compliance with all Applicable Law, including OSHA regulations and any applicable Florida environmental regulations.

5.3 Fitness for Particular Purpose.

☐ Included. Buyer has communicated to Seller a particular purpose for the Equipment, and Seller warrants that the Equipment is fit for such purpose under Fla. Stat. § 672.315. The particular purpose is: [________________________________]

☐ Disclaimed. SELLER DISCLAIMS THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE UNDER FLA. STAT. § 672.315. THIS DISCLAIMER IS CONSPICUOUS AS REQUIRED BY FLA. STAT. § 672.316(2).

5.4 Warranty Disclaimer (If Applicable).

☐ Check if applicable. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 5.2(a)–(c) AND THE WARRANTY OF MERCHANTABILITY IN SECTION 5.2(d), SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. TO DISCLAIM THE IMPLIED WARRANTY OF MERCHANTABILITY, SELLER STATES IN A WRITING THAT IS CONSPICUOUS: THE EQUIPMENT IS SOLD "AS IS" WITH RESPECT TO ALL OTHER IMPLIED WARRANTIES. THIS DISCLAIMER COMPLIES WITH FLA. STAT. § 672.316(2), WHICH REQUIRES THAT A DISCLAIMER OF MERCHANTABILITY MENTION "MERCHANTABILITY" AND BE CONSPICUOUS.

5.5 Limitation of Warranty Remedies (Fla. Stat. § 672.719). Buyer's exclusive remedy for breach of warranty shall be repair or replacement of nonconforming Equipment at Seller's expense; provided, however, that if such exclusive remedy fails of its essential purpose, Buyer shall have all remedies available under Fla. Stat. Ch. 672.

5.6 Survival. The warranties in Section 5.2(a)–(b) survive indefinitely. The warranty in Section 5.2(c) survives for the Warranty Period. All other warranties survive for the applicable Florida limitations period — five (5) years for actions on a written contract under Fla. Stat. § 95.11(2)(b), or four (4) years for actions founded on the design, manufacture, distribution, or sale of personal property under Fla. Stat. § 95.11(3)(k) — measured from accrual as determined under Florida law (e.g., tender of delivery for warranty claims).

ARTICLE 6 — SELLER'S COVENANTS

6.1 Further Assurances. Seller shall execute and deliver all documents and take all actions reasonably requested by Buyer to effectuate the transfer of title and remove any Liens.

6.2 Cooperation with Florida Regulatory Requirements. Seller shall provide Buyer with all documentation necessary for Buyer to register the Equipment with any applicable Florida regulatory agency and shall cooperate with any inspection by the Florida Department of Agriculture and Consumer Services or other state agency having jurisdiction over the Equipment.

6.3 Training and Documentation. If specified in Schedule A, Seller shall provide operator training and complete technical documentation, including maintenance manuals, at the time of delivery.

ARTICLE 7 — DEFAULT AND REMEDIES

7.1 Buyer Default. The occurrence of any of the following constitutes a "Buyer Default":
(a) Failure to pay any amount when due that continues for [____] Business Days after written notice;
(b) Wrongful rejection or revocation of acceptance; or
(c) Filing of a petition in bankruptcy or appointment of a receiver under Fla. Stat. Ch. 725 or 11 U.S.C. Ch. 7 or 11.

7.2 Seller Default. The occurrence of any of the following constitutes a "Seller Default":
(a) Failure to deliver the Equipment by the Delivery Deadline (as extended by any applicable cure or Force Majeure period);
(b) Delivery of materially nonconforming Equipment that Seller fails to cure under Section 4.4(b); or
(c) Breach of any material representation or warranty that remains uncured for [____] days after written notice.

7.3 Buyer's Remedies (Florida UCC). Upon Seller Default, Buyer may exercise any or all of the following remedies available under Fla. Stat. Ch. 672:
(a) Cancel the Agreement (§ 672.711);
(b) Cover by purchasing substitute equipment and recover the difference between cover price and Purchase Price (§ 672.712);
(c) Recover damages for nondelivery measured by the difference between market price and Purchase Price (§ 672.713);
(d) Recover incidental and consequential damages (§ 672.715), subject to the limitations in Article 9;
(e) Seek specific performance where the Equipment is unique or other proper circumstances exist (§ 672.716); or
(f) Recover the Purchase Price paid for rejected or revoked Equipment (§ 672.711(1)).

7.4 Seller's Remedies (Florida UCC). Upon Buyer Default, Seller may exercise any or all of the following remedies under Fla. Stat. Ch. 672:
(a) Withhold delivery of the Equipment (§ 672.703(1)(a));
(b) Stop delivery of Equipment in transit (§ 672.705);
(c) Resell the Equipment in a commercially reasonable manner and recover damages (§ 672.706);
(d) Recover damages for nonacceptance measured by the difference between the Purchase Price and market price (§ 672.708); or
(e) Recover the Purchase Price if the Equipment cannot reasonably be resold (§ 672.709).

7.5 Demand for Adequate Assurance. Either Party may demand adequate assurance of due performance in writing when reasonable grounds for insecurity arise, pursuant to Fla. Stat. § 672.609. If assurance is not provided within thirty (30) days, the demanding Party may treat the contract as repudiated.

7.6 Attorney's Fees and Costs.
(a) Prevailing Party. In any action arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable attorney's fees and costs from the non-prevailing Party.
(b) Frivolous Claims. The Parties acknowledge that Fla. Stat. § 57.105 authorizes the court to award attorney's fees against any party or attorney who raises unsupported claims or defenses. A motion under § 57.105 must be served with a 21-day safe harbor period before filing with the court.

ARTICLE 8 — CONFIDENTIALITY

8.1 Definition. "Confidential Information" means any non-public information disclosed by a Party in connection with this Agreement, including pricing, Specifications, business plans, and customer data, whether disclosed orally, in writing, or electronically.

8.2 Obligations. Each Party shall: (a) maintain the Confidential Information of the other Party using at least the same degree of care used for its own confidential information (but not less than reasonable care); (b) use Confidential Information solely for purposes of this Agreement; and (c) not disclose Confidential Information except to employees and advisors with a need to know who are bound by comparable obligations.

8.3 Florida Trade Secrets. To the extent Confidential Information constitutes a "trade secret" under the Florida Uniform Trade Secrets Act (Fla. Stat. § 688.001 et seq.), the protections of that Act supplement the obligations under this Article.

8.4 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is independently developed without reference to the disclosing Party's information; or (d) is required to be disclosed by Florida law or court order, provided the receiving Party gives prompt notice and cooperates in seeking a protective order.

8.5 Duration. Confidentiality obligations survive for [____] years after expiration or termination of this Agreement, except for trade secrets, which are protected for as long as they retain trade-secret status under Fla. Stat. Ch. 688.

ARTICLE 9 — LIMITATION OF LIABILITY

9.1 Liability Cap. EXCEPT FOR (a) SELLER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, (b) BREACH OF TITLE WARRANTY, OR (c) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED [________________________________] (THE "LIABILITY CAP").

9.2 Consequential Damages Exclusion. EXCEPT FOR SELLER'S BREACH OF TITLE WARRANTY OR EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION IS ENFORCEABLE TO THE EXTENT PERMITTED UNDER FLA. STAT. § 672.719(3), WHICH PROVIDES THAT LIMITATION OF CONSEQUENTIAL DAMAGES FOR INJURY TO THE PERSON IN THE CASE OF CONSUMER GOODS IS PRIMA FACIE UNCONSCIONABLE.

ARTICLE 10 — FORCE MAJEURE (FLORIDA-SPECIFIC)

10.1 Definition. "Force Majeure Event" means any event beyond the reasonable control of the affected Party, including but limited to: acts of God; hurricanes, tropical storms, and named storms affecting the State of Florida; flooding; tornadoes; sinkholes; wildfire; earthquake; epidemic or pandemic; governmental orders or restrictions (including Florida-specific emergency declarations by the Governor under Fla. Stat. § 252.36); embargo; labor disputes; failure of public utilities; and acts of terrorism or war.

10.2 Hurricane-Specific Provisions. Given Florida's susceptibility to tropical weather events:
(a) During the Atlantic hurricane season (June 1 through November 30), a Party claiming Force Majeure due to a named storm must provide notice to the other Party within forty-eight (48) hours of a hurricane watch or warning being issued for the county in which the Delivery Point or the affected Party's principal Florida place of business is located.
(b) The delivery timeline shall be extended by a period equal to the duration of the disruption plus [____] Business Days for recovery, not to exceed [____] additional days in total.
(c) If a Force Majeure Event renders performance commercially impracticable for more than [____] consecutive days, either Party may terminate this Agreement without liability, except for payments already due.

10.3 Insurance During Force Majeure. The Party bearing risk of loss under Section 4.2 shall maintain adequate property insurance on the Equipment, including hurricane and flood coverage where commercially available in Florida. Failure to maintain such insurance shall not excuse any obligation under this Agreement.

10.4 Narrow Construction. The Parties acknowledge that Florida courts construe Force Majeure clauses narrowly, and this clause excuses performance only for events specifically identified above. See Facto v. Pantagis, 915 So.2d 155 (Fla. 2d DCA 2005).

ARTICLE 11 — INDEMNIFICATION

11.1 Seller's Indemnification. Seller shall indemnify, defend, and hold harmless Buyer and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorney's fees) arising out of:
(a) Breach of Seller's representations or warranties under Article 5;
(b) Any title defect or Lien not disclosed in this Agreement;
(c) Any third-party claim that the Equipment infringes such party's intellectual property rights; or
(d) Personal injury or property damage caused by a defect in the Equipment.

11.2 Buyer's Indemnification. Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, and agents from and against any third-party claims arising out of: (a) Buyer's misuse, modification, or improper maintenance of the Equipment after acceptance; or (b) Buyer's breach of its obligations under this Agreement.

11.3 Procedure. The indemnified Party shall: (a) provide prompt written notice of any claim; (b) grant the indemnifying Party sole control of the defense and settlement; and (c) cooperate at the indemnifying Party's expense. The indemnifying Party shall not settle any claim without the indemnified Party's written consent if such settlement would impose any obligation on or admit fault by the indemnified Party.

ARTICLE 12 — DISPUTE RESOLUTION (FLORIDA-SPECIFIC)

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, including Fla. Stat. Ch. 672 (UCC Sales) and Ch. 671 (UCC General Provisions), without giving effect to any conflict-of-laws principle that would result in the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

12.2 Venue and Jurisdiction. Any action arising out of or relating to this Agreement shall be brought exclusively in the Circuit Court of [________________________________] County, Florida, or the United States District Court for the [________________________________] District of Florida, as applicable. Each Party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue pursuant to Fla. Stat. § 47.011 or the doctrine of forum non conveniens.

12.3 Arbitration (Optional — Select One).

☐ Arbitration Elected. Any dispute arising out of or relating to this Agreement that is not resolved by good-faith negotiation within thirty (30) days shall be submitted to binding arbitration administered by [________________________________] under its commercial arbitration rules. The arbitration shall be conducted in [________________________________], Florida, before a single arbitrator. The arbitrator shall apply Florida law, including the Florida UCC. Judgment on the award may be entered in any Florida court of competent jurisdiction.

☐ Arbitration Not Elected. Section 12.2 governs all disputes; no arbitration.

12.4 Jury Trial Waiver. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY FLORIDA LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.

12.5 Statute of Limitations. The Parties acknowledge the following Florida limitation periods applicable to claims under this Agreement:
(a) Actions on a written contract: five (5) years (Fla. Stat. § 95.11(2)(b));
(b) Actions founded on the design, manufacture, distribution, or sale of personal property: four (4) years (Fla. Stat. § 95.11(3)(k));
(c) Actions on an oral contract: four (4) years (Fla. Stat. § 95.11(3)(k)).

12.6 Mediation Prerequisite. Before initiating arbitration or litigation, the Parties shall attempt to resolve the dispute through mediation conducted by a Florida Supreme Court Certified Mediator in [________________________________] County, Florida. Mediation costs shall be shared equally. If mediation does not resolve the dispute within [____] days, either Party may proceed to arbitration or litigation.

ARTICLE 13 — ELECTRONIC SIGNATURES AND NOTICES

13.1 Electronic Signatures. This Agreement may be executed electronically in accordance with the Florida Uniform Electronic Transaction Act (Fla. Stat. § 668.50) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.). An electronic signature has the same legal force and effect as a manual signature under Florida law.

13.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13.3 Notices. All notices required or permitted under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) nationally recognized overnight courier; or (c) certified U.S. mail, return receipt requested, to the addresses set forth in the preamble (or such other address as a Party designates in writing). Notices are effective upon receipt or refusal.

ARTICLE 14 — GENERAL PROVISIONS

14.1 Entire Agreement. This Agreement, including all Schedules, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, negotiations, and understandings, whether oral or written. No course of dealing or usage of trade shall supplement or modify the terms of this Agreement (Fla. Stat. § 672.202).

14.2 Amendment. No amendment to this Agreement is effective unless in writing and signed by both Parties.

14.3 Waiver. No waiver of any right or remedy is effective unless in writing. A waiver on one occasion does not constitute a waiver of any subsequent breach or default.

14.4 Assignment. Neither Party may assign or delegate its rights or obligations without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor by merger, consolidation, or sale of substantially all of its assets, provided the assignee assumes all obligations in writing.

14.5 Severability. If any provision is held invalid or unenforceable by a Florida court of competent jurisdiction, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary.

14.6 No Third-Party Beneficiaries. Nothing in this Agreement confers any rights on any person other than the Parties and their permitted successors and assigns.

14.7 Relationship of the Parties. The Parties are independent contracting parties. Nothing herein creates a partnership, joint venture, agency, or employment relationship.

14.8 Florida-Registered Agent. If either Party is a foreign entity not domiciled in Florida, such Party shall maintain a registered agent in the State of Florida for purposes of service of process, in compliance with Fla. Stat. § 48.181.

EXECUTION

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

SELLER:

Signature: ______________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

BUYER:

Signature: ______________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

SCHEDULE A — EQUIPMENT DESCRIPTION AND SPECIFICATIONS

SCHEDULE B — PERMITTED LIENS (IF ANY)

☐ No Permitted Liens exist.

☐ The following Permitted Liens are disclosed:

SOURCES AND REFERENCES

• Fla. Stat. Ch. 672 — Uniform Commercial Code: Sales — Florida Legislature
• Fla. Stat. § 672.508 — Seller's Right to Cure
• Fla. Stat. § 672.312–672.316 — Warranties and Disclaimers
• Fla. Stat. § 672.601–672.616 — Buyer's Remedies (Rejection, Revocation)
• Fla. Stat. § 672.703–672.710 — Seller's Remedies
• Fla. Stat. § 95.11(2)(b) — Statute of Limitations, Written Contracts (5 years)
• Fla. Stat. § 95.11(3)(k) — Statute of Limitations, actions founded on the design, manufacture, distribution, or sale of personal property (4 years) [replaces Florida's former UCC § 672.725, repealed eff. Jan. 1, 1975 by 1974 Fla. Laws ch. 74-382, § 26]
• Fla. Stat. § 687.02 — Usury (18% maximum)
• Fla. Stat. § 687.071 — Criminal Usury (25% for loans over $500,000)
• Fla. Stat. Ch. 212 — Florida Sales and Use Tax
• Fla. Stat. § 501.201 et seq. — Florida Deceptive and Unfair Trade Practices Act (FDUTPA)
• Fla. Stat. § 47.011 — Venue
• Fla. Stat. § 57.105 — Attorney's Fees; Sanctions for Frivolous Claims
• Fla. Stat. § 668.50 — Uniform Electronic Transaction Act
• Fla. Stat. § 688.001 et seq. — Florida Uniform Trade Secrets Act
• Argonaut Insurance Co. v. May Plumbing Co., 474 So.2d 212 (Fla. 1985) — Prejudgment Interest
• Fla. Stat. § 252.36 — Governor's Emergency Powers

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