Sales Agreement - Equipment - Iowa

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 Iowa Uniform Commercial Code (Iowa Code Chapter 554, Article 2).

Iowa Code § 554.2102 applies Article 2 to transactions in goods and supplies a separate rule for hybrid transactions; it does not displace statutes regulating consumer, farmer, or other protected buyer classes. The Parties shall complete the transaction classification below before relying on this form.

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.

Transaction Classification

If goods do not predominate, or the transaction includes regulated equipment, titled property, construction, material services, software or data rights, or secured financing, counsel must add the controlling terms and documents.

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 Iowa Uniform Commercial Code as applicable.

"Business Day" means [INSERT AGREED DEFINITION].

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

"Delivery Point" means the full address and handoff location selected in Section 3.3.

"Equipment" has the meaning given in Recital A.

"Governing Law Jurisdiction" means the State of Iowa.

"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 sells and Buyer purchases only the Equipment identified by serial number or other unique identifier in Schedule 1. Schedule 1 shall state the make, model, year, quantity, current location, operating hours or cycles, condition, known damage and repairs, included and excluded attachments, tooling, manuals, keys, records, software rights, photographs, inspection reports, specifications, and acceptance criteria. Seller shall convey the title promised in Section 4.2, subject only to a lien expressly accepted in 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 Iowa law (Iowa Code Section 535.2), calculated from the due date until paid in full.

e. Deposit Treatment. If Closing does not occur, the deposit shall be [REFUNDED / RETAINED AS AGREED DAMAGES / APPLIED AS SPECIFIED: __________________________________], subject to applicable law.

f. Costs. Taxes, title and registration charges, transport, insurance, disassembly, loading, rigging, unloading, installation, testing, and other transaction costs are allocated in Schedule 3.

3.3 Delivery; Risk of Loss; Title

a. Delivery. Delivery shall occur by [SELECT ONE: SHIPMENT / DESTINATION / BUYER PICKUP / BAILEE ACKNOWLEDGMENT / OTHER] at [FULL ADDRESS AND HANDOFF POINT] no later than [DATE]. Responsibilities for disassembly, loading, carrier selection, insurance, unloading, rigging, and site access are stated in Schedule 3.

b. Risk of Loss. Select one coherent allocation:

☐ Risk passes when Seller duly delivers the Equipment to the identified carrier at [LOCATION] under a shipment arrangement.

☐ Risk passes when the Equipment is duly tendered at the destination [LOCATION] under a destination arrangement.

☐ Risk passes only when Buyer receives the Equipment at [LOCATION].

☐ Other agreement: [________________________________].

Iowa Code § 554.2509 supplies different default rules for shipment, destination, bailee, merchant, and nonmerchant cases and makes them subject to contrary agreement. Do not rely on an unexplained “FOB,” “FCA,” or similar label; if a trade term is selected, define it and reconcile it with the allocation above.

c. Title. Title passes on [COLLECTED FUNDS / DELIVERY / OTHER EXPLICIT EVENT: __________________________________]. Under Iowa Code § 554.2401, an agreed title condition is distinct from Article 2 remedies, and a title reservation after delivery ordinarily operates only as a security interest. Seller financing requires separate, reviewed security documents.

3.4 Inspection; Acceptance or Rejection

a. Pre-Closing Inspection. Buyer may inspect and test at [LOCATION / DATE / NOTICE TERMS]. Destructive testing is [PROHIBITED / PERMITTED AS DESCRIBED].

b. Post-Delivery Inspection. Buyer has [NUMBER] Business Days after delivery and a reasonable opportunity to inspect each commercial unit against Schedule 1. Method, place, test protocol, and inspection-cost allocation: [________________________________]. Iowa Code § 554.2513 governs unless the Parties validly agree otherwise.

c. Rejection. Buyer must give Seller a written rejection notice within the agreed period that identifies each rejected commercial unit and describes each nonconformity with reasonable detail. Rejection must also be within a reasonable time and seasonably communicated under Iowa Code § 554.2602. Buyer shall hold rejected Equipment with reasonable care at Seller’s disposition and shall not exercise ownership inconsistent with rejection.

d. Acceptance. Buyer accepts an item when Buyer signs an acceptance certificate, after a reasonable opportunity to inspect fails to make an effective rejection, or otherwise acts in a manner constituting acceptance under Iowa Code § 554.2606. Acceptance of part of a commercial unit accepts the entire unit.

e. Response to Timely Rejection. Select one:

☐ Seller may cure by [REPAIR / REPLACEMENT] within [NUMBER] days to the extent permitted by Iowa Code § 554.2508.

☐ Seller shall retrieve the rejected unit and refund its allocated price within [NUMBER] days.

☐ Other: [________________________________].

This selection does not eliminate a nonwaivable right or remedy.

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 owns the Equipment, has authority to sell it, and will transfer good title free of any security interest, lien, or encumbrance not disclosed and expressly accepted in Schedule 2, consistent with Iowa Code § 554.2312.
b. Condition and Specifications. Select one structure and delete the others:

☐ Express Limited Warranty. For [PERIOD] after [DELIVERY / ACCEPTANCE], the Equipment will materially conform to Schedule 1 and be free from these stated defects: [________________________________]. Schedule 4 states the exclusive repair, replacement, response-time, parts, labor, access, and refund terms, if exclusivity is intended.

☐ Identified-Condition Sale. Seller makes only these express condition statements: [________________________________]. Buyer otherwise accepts the disclosed condition subject to Section 3.4.

☐ Negotiated As-Is Sale. Use the conspicuous language in Section 4.3 after counsel confirms that it matches the transaction and does not contradict an express promise.

c. Intellectual Property. Seller transfers only the software, data, account, documentation, and intellectual-property rights expressly identified in Schedule 3. Infringement allocation: [SELLER WARRANTY / SPECIFICATION-SUPPLIED-BY-BUYER ALLOCATION / NO ADDITIONAL WARRANTY: __________________________________].

d. Compliance Records. Seller shall deliver only the compliance, maintenance, recall, safety, and regulatory records listed in Schedule 1. This Agreement does not represent that the Equipment is lawful for every site, user, or intended use.

4.3 Disclaimer of Other Warranties

INCLUDE ONLY FOR THE NEGOTIATED AS-IS OPTION AND DELETE IF NOT SELECTED:

BUYER PURCHASES THE EQUIPMENT AS IS, WHERE IS, WITH ALL FAULTS. EXCEPT FOR SELLER’S EXPRESS TITLE AND AUTHORITY STATEMENTS AND AN EXPRESS WARRANTY IDENTIFIED IN THIS AGREEMENT, SELLER DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

Iowa Code § 554.2316 requires a written merchantability disclaimer to mention merchantability and be conspicuous, and a written fitness disclaimer to be conspicuous. It also addresses “as is” language, examination, course of dealing, and the inability of contradictory disclaimer wording to negate an express warranty unreasonably. Consumer, agricultural, or other mandatory law may impose additional limits.

4.4 Survival

The express warranty in Section 4.2(b), if selected, survives for its stated period. No clause in this form states or shortens a statutory limitation period; counsel shall verify any contractual limitation separately.

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 it solely for this Agreement. Information satisfying Iowa Code chapter 550’s requirements may also receive trade-secret treatment; a contract label alone does not establish statutory trade-secret status.

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.

5.4 Installation, Software, and Transition

If the classification table identifies installation, commissioning, training, software, data, or account transfer, Schedule 3 shall state site-readiness, utilities, permits, foundation, rigging, testing, acceptance criteria, training, downtime, removal, embedded-license transferability, credentials, remote access, updates, cybersecurity, and data-deletion responsibilities. No software, data, patent, copyright, trademark, or other right transfers except as Schedule 3 expressly provides.

6. DEFAULT & REMEDIES

6.1 Events of Default

a. Buyer Default. “Buyer Default” means a wrongful rejection or revocation, failure to make a payment due on or before delivery, repudiation, or another material breach identified here: [________________________________].
b. Seller Default. “Seller Default” means failure to deliver, repudiation, a rightful rejection, a justified revocation, or another material breach identified here: [________________________________].
c. An insolvency or bankruptcy filing does not create a contractual default except to the extent applicable law permits the provision to operate.

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 a qualifying Seller Default, Buyer may cancel, recover price paid, cover in good faith and without unreasonable delay, seek Article 2 damages, or pursue another remedy available under Iowa Code §§ 554.2711-554.2712. Specific performance or replevin is available only for unique goods or other circumstances satisfying § 554.2716.
b. Seller Remedies. Upon a qualifying Buyer Default, Seller may withhold or stop delivery, cancel, seek the price or damages when authorized, or resell in good faith and in a commercially reasonable manner under Iowa Code §§ 554.2703 and 554.2706. Any required private-sale notification or public-sale notice and procedure must be followed.
c. Contractual Limits. No remedy limit, damages exclusion, cap, indemnity, or insurance requirement applies unless selected and completed in Schedule 5. Under Iowa Code § 554.2719, an exclusive remedy must be expressly stated, a remedy that fails of its essential purpose gives way to Article 2 remedies, and a consequential-damages exclusion remains subject to unconscionability limits.

6.4 Attorney Fees

Select one: ☐ each Party bears its own attorney fees ☐ judgment on this written Agreement carries the following negotiated fee term: [________________________________]. Iowa Code § 625.22 directs the court to determine a reasonable fee when judgment is recovered on a written contract containing an attorney-fee agreement; this form states no broader automatic entitlement.

7. RISK ALLOCATION

7.1 Optional Indemnification

No indemnity applies unless Schedule 5 identifies the indemnifying party, protected party, specific third-party claim, fault or breach trigger, exclusions, defense control, consent, notice, settlement, cooperation, survival, and interaction with insurance and the liability cap.

7.2 Limitation of Liability

Select one: ☐ no contractual limitation; applicable law controls ☐ the negotiated limitation in Schedule 5 applies. Schedule 5 must state the cap, excluded damages, exclusive remedies, carve-outs, allocation by claim, and treatment of title, payment, bodily injury, property damage, fraud, intentional misconduct, confidentiality, data, intellectual property, and indemnity. Iowa Code § 554.2719 and other applicable law control enforceability.

7.3 Insurance

No insurance obligation applies unless Schedule 5 identifies the insured party, coverage, limits, period, additional-insured status, primary/noncontributory requirement, waiver of subrogation if intended, and evidence deadline.

7.4 Force Majeure

Schedule 5 may allocate specified events beyond reasonable control. Iowa Code § 554.2615 separately addresses a seller’s impracticability defense, allocation when capacity is partly affected, and seasonable notice; a generic force-majeure label does not establish those elements or excuse payment already due.

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 Iowa, including the Iowa 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

The Parties do not select an exclusive forum in this base form. If desired, counsel shall insert a transaction-connected court and venue clause after reviewing subject-matter jurisdiction, venue, removal, service, and enforceability: [________________________________].

8.3 Arbitration (Optional)

No arbitration is selected in this base form. A separate arbitration clause requires transaction-specific review of provider, rules, seat, scope, delegation, discovery, interim relief, costs, award, and judicial enforcement.

8.4 Jury Trial Waiver

No jury waiver is included.

8.5 Injunctive Relief

Nothing in this form creates an automatic right to an injunction or dispenses with required proof, security, jurisdiction, or procedure.

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. The Parties agree to conduct this transaction by electronic means for this Agreement. Iowa Code § 554D.106 makes party agreement relevant, and § 554D.108 provides that a record, signature, or contract is not denied legal effect solely because it is electronic, subject to attribution and other applicable law.

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.]

Schedule 3 - Delivery, Costs, Installation, Commissioning, Software, and Data

[Complete every selected transaction-classification item.]

Schedule 4 - Express Warranty and Repair / Replacement / Refund Procedure

[Complete only if an express limited warranty or post-acceptance remedy is selected.]

Schedule 5 - Remedies, Liability Limits, Indemnity, Insurance, and Force Majeure

[No term in this Schedule applies unless expressly selected and completed.]

CLOSING CHECKLIST

☐ Each item is uniquely identified and its current location and condition are documented.

☐ Goods-only, hybrid, consumer, agricultural, titled, regulated, financing, software, and installation classifications are resolved.

☐ Ownership, authority, lien searches, payoffs, releases, and title or registration documents are complete.

☐ Delivery duties and risk of loss use one coherent, defined rule.

☐ Inspection method, commercial units, rejection notice, care of rejected goods, and acceptance evidence are complete.

☐ One warranty structure is selected and contradictory promises or disclaimers are deleted.

☐ Installation, testing, training, software, data, safety, environmental, and transition duties are assigned.

☐ Every selected Schedule is attached and every unused option is deleted.

SOURCES AND REFERENCES

• Iowa Legislature, Iowa Code § 554.2102
• Iowa Legislature, Iowa Code §§ 554.2312-554.2316
• Iowa Legislature, Iowa Code § 554.2401
• Iowa Legislature, Iowa Code §§ 554.2508-554.2509 and 554.2513
• Iowa Legislature, Iowa Code §§ 554.2601-554.2602 and 554.2606
• Iowa Legislature, Iowa Code § 554.2615
• Iowa Legislature, Iowa Code §§ 554.2703, 554.2706, 554.2711-554.2712, 554.2716, and 554.2719
• Iowa Legislature, Iowa Code §§ 535.2 and 625.22
• Iowa Legislature, Iowa Code chapter 550 and §§ 554D.106, 554D.108