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 that this Agreement constitute a "contract for the sale of goods" governed by the Hawaii Uniform Commercial Code (HRS Chapter 490, 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 Hawaii Uniform Commercial Code as applicable.

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

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

"Delivery Point" means [FOB OR FCA LOCATION] as further described 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.

"Governing Law Jurisdiction" means the State of Hawaii.

"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. Any amount not paid when due shall accrue interest at the lesser of (i) [RATE]% per annum or (ii) the maximum rate permitted under Hawaii law (HRS Section 478-2), calculated from the due date until paid in full.

3.3 Delivery; Risk of Loss; Title

a. Delivery. Seller shall tender delivery of the Equipment FCA (Incoterms 2020) the Delivery Point no later than [DELIVERY DEADLINE].
b. Risk of Loss. Risk of loss shall pass to Buyer upon Seller's tender of the Equipment at the Delivery Point, pursuant to HRS Section 490:2-509.
c. Title. Title to the Equipment shall pass to Buyer upon Seller's receipt of the Purchase Price in full.

3.4 Inspection; Acceptance or Rejection

a. Inspection Right. Buyer shall have [INSPECTION PERIOD] days following delivery to inspect the Equipment (the "Inspection Period") pursuant to HRS Section 490:2-513.
b. Acceptance. The Equipment shall be deemed accepted upon the earlier of (i) Buyer's written notice of acceptance or (ii) the expiration of the Inspection Period without Buyer having delivered a Rejection Notice.
c. Rejection. If Buyer reasonably determines that the Equipment does not conform to the Specifications set forth on Schedule 1, Buyer may reject such Equipment by providing Seller a written notice specifying the nonconformities (a "Rejection Notice") within the Inspection Period, pursuant to HRS Sections 490:2-601 and 490:2-602.
d. Seller's Obligation. Upon a timely Rejection Notice, Seller shall, at its option and expense, (i) repair or replace the nonconforming Equipment within [NUMBER] days or (ii) refund the Purchase Price allocable to the nonconforming Equipment and arrange for return shipment at Seller's cost.

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 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 AS EXPRESSLY SET FORTH IN THIS SECTION 4, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, INCLUDING THOSE ARISING UNDER HRS SECTIONS 490:2-314 AND 490:2-315. THE DISCLAIMERS IN THIS SECTION ARE CONSPICUOUS AS REQUIRED BY HRS SECTION 490:2-316.

4.4 Survival

The warranties set forth in Section 4.2(b) survive only for the Warranty Period; all other representations and warranties survive for the applicable statute-of-limitations period under Hawaii law.

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. Trade secret claims governed by Hawaii Uniform Trade Secrets Act (HRS Sections 482B-1 et seq.).

5.3 Compliance With Laws

Buyer shall, and shall cause its employees and agents to, comply with all Applicable Laws relating to the purchase, possession, use, and resale (if any) of the Equipment.

6. DEFAULT & REMEDIES

6.1 Events of Default

a. Buyer Default. The occurrence of any of the following constitutes a "Buyer Default": (i) failure to pay any amount when due; (ii) failure to accept delivery; or (iii) bankruptcy or insolvency 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. Upon Seller Default, Buyer may elect any or all remedies available under HRS Chapter 490, Article 2 (Hawaii UCC Article 2), including cover (HRS Section 490:2-712), refund, or specific performance.
b. Seller Remedies. Upon Buyer Default, Seller may (i) suspend performance; (ii) require immediate payment of all outstanding amounts; (iii) resell the Equipment as permitted by HRS Section 490:2-706; and/or (iv) pursue any other remedy available at law or in equity, subject to the limitations in 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 Hawaii 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 HAWAII 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 Hawaii, including the Hawaii 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 [Honolulu / Maui / Hawaii] County, Hawaii 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 Honolulu, Hawaii.
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 HAWAII 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

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 executed in counterparts. Electronic signatures are valid under the Uniform Electronic Transactions Act (HRS Chapter 489E).

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.]