Sales Agreement - Equipment - Georgia

EQUIPMENT PURCHASE AND SALE AGREEMENT

GEORGIA

Use gate. This form is for a negotiated private-business sale of
identified equipment. Use tailored documents for consumers, vehicles,
aircraft, vessels, titled property, real-property fixtures, leased equipment,
seller financing, auctions, public procurement, cross-border sales,
hazardous or controlled equipment, medical devices, food-processing lines,
or any transaction requiring a government approval, registration, license,
permit, certificate, or specialized transfer record.

1. Parties and Effective Date

Effective date: [DATE]

Seller

• Legal name: [NAME]
• Entity type and jurisdiction: [DETAILS]
• Address: [ADDRESS]
• Transaction contact: [NAME / CONTACT]
• Technical contact: [NAME / CONTACT]

Buyer

• Legal name: [NAME]
• Entity type and jurisdiction: [DETAILS]
• Address: [ADDRESS]
• Transaction contact: [NAME / CONTACT]
• Technical contact: [NAME / CONTACT]

Each is a “Party”; together, the “Parties.”

2. Transaction Classification

• ☐ New equipment sold by manufacturer
• ☐ New equipment sold by distributor
• ☐ Used equipment sold by dealer
• ☐ Used equipment sold by owner/operator
• ☐ Demonstration, rental-fleet, refurbished, or remanufactured equipment
• ☐ Equipment is attached to real property or may be treated as a fixture
• ☐ Equipment has a certificate of title or government registration
• ☐ Third-party financing or leasing is involved
• ☐ Seller will retain a lien or other payment security

• ☐ Removal, rigging, freight, installation, commissioning, or training is
  included

• ☐ Software, firmware, connectivity, data, keys, or subscriptions are included

• ☐ Equipment or materials cross a national border
• ☐ Special safety, environmental, product, occupational, or operating rules
  apply

Required separate documents or addenda: [LIST]

Counsel approving classification: [NAME / DATE]

3. Agreement Documents and Precedence

This Agreement includes each checked document:

• ☐ Schedule A — Equipment Identification and Included Property
• ☐ Schedule B — Condition, Inspection, Tests, and Disclosures
• ☐ Schedule C — Price, Tax, Deposit, Financing, and Closing
• ☐ Schedule D — Removal, Delivery, Installation, Title, and Risk
• ☐ Schedule E — Acceptance, Warranty, Service, and Spare Parts
• ☐ Schedule F — Software, Intellectual Property, Data, and Records
• ☐ Schedule G — Compliance, Insurance, Indemnity, and Liability
• ☐ Schedule H — Termination, Notices, and Disputes
• ☐ Bill of Sale or title-transfer document
• ☐ Signed change orders

Unless a signed document expressly identifies an override, conflicts are
resolved in this order:

1. signed financing, title, regulated-equipment, or cross-border addendum for
   its subject;

2. signed change order;

3. Schedules A through H for their subjects;
4. this Agreement; and
5. incorporated quotation, inspection report, or specification.

An invoice legend, purchase order, portal term, receipt, shipping document, or
preprinted acknowledgment does not amend this Agreement unless authorized
representatives sign a writing identifying the change.

4. Equipment Identification

Schedule A shall identify each item separately:

Also identify:

• attachments, tooling, molds, dies, fixtures, spares, consumables, manuals,
  drawings, certificates, keys, passwords, media, and records;

• excluded property and items shown in photographs but not sold;

• installed components owned, leased, or licensed by third parties;
• current configuration, options, modifications, and software version;
• known missing parts and unavailable records;
• packaging, preservation, storage, and transport requirements; and
• whether the sale is one commercial unit or separately accepted items.

No property transfers unless Schedule A or an executed transfer record
identifies it.

5. Ownership, Liens, and Transfer Records

Seller shall provide the ownership and encumbrance evidence selected in
Schedule C:

• ☐ purchase records or prior bill of sale
• ☐ current title or registration record
• ☐ lien, financing, lease, consignment, or secured-party search
• ☐ payoff letter and release instruction
• ☐ landlord, mortgagee, lessor, or site-owner consent
• ☐ corporate authorization
• ☐ export, import, customs, or tax record
• ☐ other: [FILE]

Permitted liens or interests Buyer accepts: [DETAILS / NONE]

Liens or interests to be released at or before transfer: [DETAILS]

Closing agent, escrow, payoff, filing, and release procedure: [DETAILS]

6. Condition, Access, Inspection, and Tests

Schedule B shall state whether each item is operational, idle, stored,
disassembled, damaged, incomplete, rebuilt, or subject to deferred maintenance.

Seller disclosures:

Buyer inspection rights:

• inspection dates and site rules: [DETAILS]
• persons and advisors permitted: [DETAILS]

• power-up, load, production, calibration, destructive, and environmental
  tests: [DETAILS]

• sample, measurement, and test protocol: [DETAILS]

• restoration after testing: [DETAILS]
• inspection cost allocation: [DETAILS]
• deadline for inspection result: [DATE / EVENT]

An inspection does not make Buyer responsible for concealed facts Seller agreed
to disclose or waive an express promise unless Schedule B says so explicitly.

7. Purchase Price, Deposit, Tax, and Financing

Price

• Total purchase price: $[AMOUNT]
• Currency: [CURRENCY]
• Deposit: $[AMOUNT], due [DATE / EVENT]
• Deposit treatment if closing fails: [DETAILS]
• Balance: $[AMOUNT], due [DATE / EVENT]
• Payment method and verified instructions: [DETAILS]
• Escrow or closing agent: [DETAILS / NONE]

Schedule C shall allocate freight, rigging, crating, storage, insurance,
removal, installation, testing, commissioning, training, duties, brokerage,
filing, title, permit, and other charges.

No tax classification, rate, exemption, depreciation, allocation, sourcing,
or credit conclusion is part of this Agreement unless Schedule C states it
after professional review.

Financing:

• ☐ No financing condition
• ☐ Buyer financing condition described in Schedule C
• ☐ Seller financing under separate signed documents
• ☐ Third-party lessor or lender condition described in Schedule C

Late charge: ☐ None ☐ Stated in Schedule C after transaction-specific rate
review.

8. Conditions to Closing

Seller Conditions

• ☐ Buyer authorization and signature
• ☐ Deposit and purchase funds
• ☐ financing or lessor confirmation
• ☐ insurance evidence
• ☐ removal and site plan
• ☐ required permits, licenses, or approvals
• ☐ other: [DETAILS]

Buyer Conditions

• ☐ Seller authorization and signature
• ☐ satisfactory inspection or listed cure
• ☐ ownership and lien evidence
• ☐ releases, consents, title, and transfer documents
• ☐ included records, software rights, keys, and manuals
• ☐ required permits, licenses, or approvals
• ☐ other: [DETAILS]

Closing

• Date and time: [DETAILS]
• Place or electronic process: [DETAILS]
• Documents and funds exchanged: [LIST]
• Condition-waiver authority: [DETAILS]
• Long-stop date: [DATE]

9. Removal, Delivery, Installation, and Site Work

Schedule D assigns each task:

Schedule D shall also address site access, inductions, shutdown windows,
utilities, structural capacity, foundations, permits, lockout, lifting plan,
hazardous materials, waste, cleanup, restoration, damage, delay, and incident
reporting.

10. Title and Risk of Physical Loss

Risk of physical loss or damage transfers at:

• ☐ beginning of disassembly
• ☐ completion of loading
• ☐ carrier receipt at [PLACE]
• ☐ tender at destination [PLACE]
• ☐ completion of unloading
• ☐ installation or commissioning
• ☐ acceptance
• ☐ other objective event: [EVENT]

Title transfers at:

• ☐ closing
• ☐ payment in full
• ☐ delivery
• ☐ acceptance
• ☐ other: [EVENT]

Risk, title, payment, acceptance, insurance, and responsibility for breach are
separate unless Schedule D expressly connects them.

11. Acceptance and Nonconformity

• Acceptance test: [PROTOCOL / NONE]
• Test location and conditions: [DETAILS]
• Acceptance period: [NUMBER] Business Days after [EVENT]
• Latent-condition treatment: [DETAILS]
• Acceptance method: [SIGNED CERTIFICATE / TEST / OTHER]

A nonconformity notice shall identify the item, serial number, agreed
requirement, observed condition, test result, and supporting evidence.

Available responses are those selected in Schedule E:

• ☐ cure, repair, or replace
• ☐ retest
• ☐ accept with signed price adjustment
• ☐ reject affected item
• ☐ refund or credit
• ☐ other: [DETAILS]

Schedule E allocates possession, storage, preservation, freight, repair, return,
disassembly, restoration, retest, and disposal pending resolution.

12. Express Warranty, Service, and Spare Parts

Schedule E shall state each express warranty, duration, start event, covered
condition, claimant, notice, evidence, exclusions, response time, remedy,
freight, labor, travel, parts, field service, and maximum downtime.

Select the commercial position only after condition and use are known:

• ☐ Identified new-equipment warranty
• ☐ Identified used-equipment limited warranty
• ☐ Condition disclosures plus negotiated “as inspected” allocation
• ☐ Manufacturer warranty assigned or passed through to the extent documented
• ☐ No warranty beyond expressly listed promises, subject to counsel-approved
  language

Do not rely on labels such as “as is,” “merchantable,” or “fit for purpose”
without conspicuous, transaction-specific counsel review.

• Spare-parts availability: [DETAILS]
• Service provider and rates: [DETAILS]
• Preventive-maintenance plan: [DETAILS]
• Technical support: [DETAILS]
• End-of-support notice: [DETAILS]

13. Software, Data, Manuals, and Intellectual Property

Schedule F shall identify:

• embedded software, firmware, operating systems, applications, and versions;

• license owner, authorized users, sites, machines, term, transferability, and
  fees;

• activation keys, administrator credentials, subscriptions, cloud services,
  updates, patches, and security support;

• third-party and open-source components;

• manuals, drawings, maintenance records, source files, and training content;
• machine, production, operator, telemetry, and personal data;
• export, deletion, retention, remote access, and incident response;
• Buyer modifications and Seller access after transfer; and
• trademarks, patents, designs, tooling, and other retained rights.

No software, data, documentation, source-code, trademark, or technology right
is implied. State every intended transfer or license.

14. Compliance and Operating Responsibility

Schedule G shall identify responsibility for each applicable equipment,
facility, occupational, electrical, pressure, lifting, environmental, emissions,
chemical, product, labeling, accessibility, cybersecurity, privacy, import,
export, sanctions, disposal, registration, permit, inspection, and reporting
requirement.

Buyer is responsible for its selected site, integration, operators, production
process, and use only to the extent stated in Schedule G. Seller remains
responsible for its express promises and assigned pre-transfer work.

15. Insurance, Indemnity, and Liability

Schedule G states:

• required coverage, limits, deductibles, endorsements, evidence, and period;

• property, transit, rigging, installation, product, pollution, cyber, and
  professional coverage selected for the transaction;

• each covered claim, trigger, protected person, exclusion, and allocation;

• defense control, counsel, consent, cooperation, and settlement;
• direct-damages treatment and any excluded categories;
• any liability cap base, amount, aggregation, period, and exceptions; and
• interaction with insurance, warranty, acceptance, and available remedies.

Do not assume Seller's warranty, a fixed insurance minimum, fee shifting, an
IP indemnity, or a liability cap fits every new, used, installed, financed, or
software-enabled equipment sale.

16. Delay, Suspension, Termination, and Failure to Close

Schedule H states:

• delay notice, mitigation, revised schedule, and long-stop date;
• site-safety or legal-compliance suspension;
• failure of inspection, financing, title, lien-release, permit, or approval;
• breach notice and cure, if any;
• insolvency treatment after counsel review;
• deposit and expense allocation;
• return of records, software, keys, funds, and confidential information;
• responsibility for equipment already removed or partly installed; and
• accrued rights and survival.

No self-help repossession, entry, seizure, or disposal right is created by this
form. State only a counsel-approved lawful process.

17. Confidential Information

Confidential Information is nonpublic information disclosed for the transaction
that is marked confidential or reasonably understood as confidential from its
nature and context.

The recipient shall use it only for this transaction, protect it using the
selected Schedule F controls, limit access to persons with a need to know and
appropriate duties, and report suspected unauthorized access promptly.

Exclusions, compelled-disclosure process, residual knowledge, return or
deletion, backup treatment, certification, and duration are stated in Schedule F.

18. Disputes and General Terms

Schedule H selects after counsel review:

• governing law and mandatory-law exceptions;
• forum, venue, service contact, and consent;
• negotiation and any mediation;
• litigation or separately signed arbitration addendum;
• provisional-relief handling;
• jury treatment, if any;
• fee and cost allocation; and
• confidentiality and public-statement rules.

General terms:

• Amendments: signed writing identifying the change.
• Assignment and change of control: [DETAILS].

• Notices: recipients, addresses, permitted methods, and effective events in
  Schedule H.

• Force majeure: events, notice, mitigation, allocation, payment, long-stop,
  and termination treatment in Schedule H.

• Entire agreement: this Agreement and checked documents.

• Waiver: limited to the identified instance.
• Severability and reformation: subject to counsel-approved wording.

• Counterparts and electronic process: permitted only after authentication,
  authority, consent, retention, and transaction-form review.

• No third-party beneficiary: [SELECT / MODIFY].

19. Signatures

Seller

Signature: ______________________________

Name: [NAME]

Title: [TITLE]

Date: [DATE]

Buyer

Signature: ______________________________

Name: [NAME]

Title: [TITLE]

Date: [DATE]

Schedule Completion Gate

• Equipment, included property, and exclusions complete: ☐ Yes ☐ No
• Condition, inspection, tests, and disclosures complete: ☐ Yes ☐ No
• Ownership, liens, releases, price, tax, and financing complete: ☐ Yes ☐ No
• Removal, delivery, installation, title, and risk complete: ☐ Yes ☐ No
• Acceptance, warranty, service, and spare parts complete: ☐ Yes ☐ No
• Software, IP, data, records, and credentials complete: ☐ Yes ☐ No
• Compliance, insurance, indemnity, and liability complete: ☐ Yes ☐ No
• Termination, notices, disputes, and legal review complete: ☐ Yes ☐ No

Sources and References

No statutory proposition is asserted in this private B2B form. The Parties'
advisors must identify and insert current official legal, tax, title, lien,
safety, environmental, product, import, export, privacy, cybersecurity,
financing, and registration sources in the applicable schedules after the
equipment, condition, parties, sites, services, and transfer structure are
known.