Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Illinois UCC-Compliant)

TABLE OF CONTENTS

1. Document Header and Recitals
2. Definitions
3. Sale and Purchase of Equipment
4. Equipment Specifications and Serial Numbers
5. Pricing and Payment Terms
6. Delivery, Installation, and Commissioning
7. Inspection and Acceptance
8. Warranties
9. Representations
10. Training and Documentation
11. Maintenance and Service Obligations
12. Indemnification
13. Limitation of Liability
14. Intellectual Property
15. Confidentiality
16. Title Retention and Security Interests
17. Default and Remedies
18. Term and Termination
19. Dispute Resolution
20. General Provisions
21. Execution Block

Exhibits:

• Exhibit A — Equipment Specifications
• Exhibit B — Price Schedule and Payment Milestones
• Exhibit C — Installation and Commissioning Plan
• Exhibit D — Training Schedule
• Exhibit E — Maintenance and Service Terms

1. DOCUMENT HEADER AND RECITALS

EQUIPMENT PURCHASE AND SALE AGREEMENT

This Equipment Purchase and Sale Agreement (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and between:

SELLER:

• Legal Name: [SELLER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Illinois Secretary of State File Number (if applicable): [FILE #]
• Principal Address: [________________________________]
• Contact: [NAME] | [EMAIL] | [PHONE]

BUYER:

• Legal Name: [BUYER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Illinois Secretary of State File Number (if applicable): [FILE #]
• Principal Address: [________________________________]
• Contact: [NAME] | [EMAIL] | [PHONE]

(Seller and Buyer are each a "Party" and collectively the "Parties.")

RECITALS

WHEREAS, Seller is engaged in the business of manufacturing, distributing, or selling the equipment described in this Agreement;

WHEREAS, Buyer desires to purchase such equipment for use at its facilities in the State of Illinois;

WHEREAS, the Parties desire to set forth the terms and conditions governing the purchase and sale of the Equipment, including delivery, installation, warranties, and ongoing service;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Terms defined in the Illinois Uniform Commercial Code (810 ILCS 5/) and not otherwise defined herein shall have the meanings ascribed to them therein.

"Acceptance" means Buyer's acceptance of the Equipment in accordance with Section 7 hereof and 810 ILCS 5/2-606 (UCC § 2-606).

"Applicable Law" means all federal, state, and local laws, statutes, codes, ordinances, rules, and regulations applicable to the transactions contemplated by this Agreement, including the Illinois UCC (810 ILCS 5/) and applicable City of Chicago ordinances (if Equipment is delivered to or used in Chicago).

"Biometric Information" means any information, regardless of how it is captured, converted, stored, or shared, based on an individual's biometric identifier used to identify an individual, as defined by the Illinois Biometric Information Privacy Act (740 ILCS 14/10).

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

"Commissioning" means the process of verifying that the Equipment operates in accordance with the Specifications after Installation, as described in Exhibit C.

"Conforming Equipment" means Equipment that conforms to the Specifications, warranties, and requirements of this Agreement in all material respects. See 810 ILCS 5/2-301 (UCC § 2-301).

"Cure Period" means the period during which Seller may cure a non-conforming tender, as provided under 810 ILCS 5/2-508 (UCC § 2-508).

"Defect" or "Defective" means any condition in which the Equipment does not conform to the Specifications, applicable warranties, or Applicable Law.

"Delivery Date" means the date(s) on which Equipment is to be delivered as specified in Exhibit C or as otherwise agreed in writing.

"Equipment" means the machinery, apparatus, devices, components, parts, accessories, and related items described in Exhibit A, including all embedded software and firmware.

"Force Majeure Event" has the meaning set forth in Section 20.4.

"Hazardous Materials" means any substance or material classified as hazardous, toxic, or a pollutant under any Applicable Law, including RCRA (42 U.S.C. § 6901 et seq.) and the Illinois Environmental Protection Act (415 ILCS 5/).

"Installation" means the physical placement, assembly, connection, and setup of the Equipment at the Delivery Location as described in Exhibit C.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, trade dress, know-how, and other proprietary rights recognized under Applicable Law.

"Latent Defect" means a Defect not discoverable through Buyer's reasonable inspection upon delivery or during the Inspection Period.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien, or charge of any kind, including any mechanic's lien under the Illinois Mechanics Lien Act (770 ILCS 60/).

"PMSI" means a purchase-money security interest as defined in 810 ILCS 5/9-103 (UCC § 9-103).

"Purchase Price" means the total purchase price for the Equipment as set forth in Exhibit B, inclusive of all components but exclusive of applicable taxes unless otherwise stated.

"Rejection" means Buyer's rejection of non-conforming Equipment in accordance with 810 ILCS 5/2-601 (UCC § 2-601) and Section 7 hereof.

"Revocation of Acceptance" means Buyer's revocation of a prior acceptance per 810 ILCS 5/2-608 (UCC § 2-608).

"Specifications" means the technical requirements, performance criteria, dimensions, tolerances, and other specifications set forth in Exhibit A.

"Warranty Period" means the period during which Seller's warranties under Section 8 are in effect, commencing on the date of Acceptance and continuing for the period specified in Section 8.1.

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell and Purchase. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and deliver to Buyer, and Buyer agrees to purchase and accept from Seller, the Equipment described in Exhibit A.

3.2 Scope. This Agreement covers the sale of Equipment only and does not create a lease, license, or bailment. To the extent the Equipment contains embedded software or firmware, Buyer receives a perpetual, non-exclusive license to use such software solely in connection with the Equipment's intended operation, subject to Section 14.

3.3 Entire Agreement for Equipment. This Agreement, together with all Exhibits, constitutes the entire agreement between the Parties with respect to the Equipment. Additional or different terms in any purchase order, order acknowledgment, or other document shall not modify this Agreement unless accepted in writing signed by both Parties. See 810 ILCS 5/2-207 (UCC § 2-207).

3.4 Change Orders. Either Party may propose changes by written change order. No change order is effective unless agreed to in writing by both Parties, including any adjustment to the Purchase Price or schedule.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Specifications. The Equipment shall conform in all material respects to the Specifications set forth in Exhibit A. Seller shall not make any material change to design, materials, or manufacturing process affecting form, fit, or function without Buyer's prior written consent.

4.2 Serial Numbers and Identification. Seller shall assign and affix a unique serial number to each unit of Equipment or major component and provide a complete listing prior to or concurrent with delivery.

4.3 Country of Origin and Compliance. Seller shall identify the country of origin. The Equipment shall comply with all applicable safety standards, including OSHA regulations (29 C.F.R. Parts 1900–1999) and OSHA-approved Illinois state plans.

4.4 Nameplate and Labeling. The Equipment shall bear the manufacturer's nameplate identifying the manufacturer, model number, serial number, rated capacity, and required safety markings.

4.5 Biometric Features. If the Equipment collects, captures, or stores biometric identifiers or biometric information (as defined by BIPA, 740 ILCS 14/10), Seller shall disclose this capability in Exhibit A and comply with Section 20.12.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price. The total Purchase Price for the Equipment is $[AMOUNT] as detailed in Exhibit B. Unless otherwise specified, the Purchase Price is in United States Dollars and is firm and fixed.

5.2 Payment Schedule. Buyer shall pay according to the following milestone schedule (or as modified in Exhibit B):

5.3 Invoicing. Seller shall submit invoices referencing this Agreement and the applicable milestone with sufficient detail for verification.

5.4 Payment Method. All payments by [wire transfer / ACH / check] to the account designated by Seller.

5.5 Late Payment Interest.

(a) Any undisputed amount not paid when due shall bear interest from the due date until paid at the rate of [____]% per annum (or, if no rate is specified, at five percent (5%) per annum per 815 ILCS 205/2).

(b) In the event of a judgment, interest shall accrue at nine percent (9%) per annum per 735 ILCS 5/2-1303 (or at the contractual rate if permitted and specified).

(c) The right to interest shall not limit other remedies for breach.

5.6 Disputed Invoices. Buyer may withhold disputed amounts in good faith, provided Buyer: (a) pays all undisputed amounts when due; (b) provides written notice of the dispute within [15 / 30] days; and (c) works in good faith to resolve it.

5.7 Right of Setoff. Buyer may set off amounts owed to Seller against amounts Seller owes Buyer, subject to 810 ILCS 5/2-711 (UCC § 2-711).

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms. Seller shall deliver the Equipment to:

Delivery Location: [________________________________]

Delivery shall be [FOB Origin / FOB Destination / DDP / DAP / other Incoterm] (the "Delivery Terms").

6.2 Delivery Schedule. Seller shall deliver on or before [DATE] (the "Scheduled Delivery Date"). Time is [of the essence / not of the essence but material].

6.3 Packaging and Shipping. Seller shall pack Equipment adequately for transit per industry standards. Each shipment shall include a packing list with items, quantities, and serial numbers.

6.4 Title and Risk of Loss.

(a) Title passes to Buyer upon [delivery to carrier / delivery to Delivery Location / Acceptance], subject to Seller's security interest under Section 16.

(b) Risk of Loss passes per the Delivery Terms and 810 ILCS 5/2-509–5/2-510 (UCC §§ 2-509, 2-510).

(c) Risk of loss for non-conforming Equipment remains with Seller until cure or acceptance. 810 ILCS 5/2-510 (UCC § 2-510).

6.5 Installation. If Exhibit C provides for Seller-performed Installation:

(a) Seller shall install per the plan in Exhibit C.

(b) Buyer shall provide reasonable access, power, environmental conditions, and site requirements per Exhibit C.

(c) Seller's personnel shall comply with all Buyer site rules and Applicable Law.

6.6 Commissioning. Following Installation, Seller shall perform Commissioning tests per Exhibit C and provide a written report.

6.7 Liquidated Damages for Late Delivery. If Seller fails to deliver by the Scheduled Delivery Date (as extended), Buyer is entitled to liquidated damages of [____]% of the Purchase Price per [calendar day / week] of delay, capped at [____]%. If the delay exceeds [____] days, Buyer may terminate under Section 18.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection. Buyer shall have a reasonable opportunity to inspect before Acceptance. 810 ILCS 5/2-513 (UCC § 2-513).

7.2 Inspection Period. Buyer shall have [____] Business Days following the later of delivery or Commissioning completion to inspect and test.

7.3 Acceptance. Acceptance occurs when Buyer: (a) signifies in writing that the Equipment conforms; (b) fails to reject within the Inspection Period; or (c) does any act inconsistent with Seller's ownership. 810 ILCS 5/2-606 (UCC § 2-606).

7.4 Rejection. Buyer may reject the whole, accept the whole, or accept commercial units and reject the rest. 810 ILCS 5/2-601 (UCC § 2-601). Written notice specifying non-conformity required. Buyer holds rejected Equipment at Seller's risk and expense.

7.5 Seller's Right to Cure. Seller may cure within the contract period or a further reasonable time if Seller had reasonable grounds to believe the tender would be acceptable. 810 ILCS 5/2-508 (UCC § 2-508).

7.6 Revocation of Acceptance. Buyer may revoke acceptance if non-conformity substantially impairs value and: (a) Buyer accepted expecting cure that has not occurred; or (b) non-conformity was not reasonably discoverable. 810 ILCS 5/2-608 (UCC § 2-608).

7.7 Consequences. Upon rejection or revocation, Buyer may cancel and recover payments. 810 ILCS 5/2-608(3) (UCC § 2-608(3)).

8. WARRANTIES

8.1 Express Warranty. Seller warrants for [____] months following Acceptance (the "Warranty Period"):

(a) The Equipment conforms to the Specifications;

(b) The Equipment is free from defects in materials, workmanship, and design;

(c) The Equipment operates per Seller's published manuals;

(d) The Equipment is new (unless stated otherwise in Exhibit A); and

(e) The Equipment complies with all Applicable Law.

Created pursuant to 810 ILCS 5/2-313 (UCC § 2-313).

8.2 Warranty of Title. Good and marketable title, free of Liens, and no IP infringement. 810 ILCS 5/2-312 (UCC § 2-312).

8.3 Implied Warranties. Merchantability (810 ILCS 5/2-314) and fitness for particular purpose (810 ILCS 5/2-315) are [retained in full / limited to the Warranty Period / modified as follows: _______________].

8.4 Warranty Remedies. During the Warranty Period, Seller shall at Buyer's election: (a) repair or replace at Seller's cost within [____] Business Days; or (b) refund the allocable Purchase Price portion. Repaired or replaced Equipment warranted for the remainder of the original period or [____] days, whichever is longer.

8.5 Warranty Exclusions. Seller's warranties do not cover: (a) misuse, abuse, negligence, or unauthorized modification; (b) operation outside specified parameters; (c) normal wear and tear; (d) failure to follow maintenance requirements; or (e) unauthorized repairs.

9. REPRESENTATIONS

9.1 Seller's Representations. Seller represents and warrants that:

(a) Seller is duly organized, validly existing, and in good standing and authorized to do business in Illinois;

(b) Seller has full power and authority to perform;

(c) No conflicts with existing agreements;

(d) No IP infringement;

(e) Compliance with all Applicable Law;

(f) No pending litigation materially affecting performance; and

(g) All information provided is accurate and complete in all material respects.

9.2 Buyer's Representations. Buyer represents and warrants that: (a) Buyer is duly organized and in good standing; (b) Buyer has full authority; and (c) no conflicts with existing agreements.

10. TRAINING AND DOCUMENTATION

10.1 Technical Documentation. Seller shall deliver complete documentation no later than the Delivery Date, including operation manuals, maintenance manuals, parts lists, schematics, software documentation, safety data sheets, and compliance certificates.

10.2 Training. Per Exhibit D, covering safe operation, routine maintenance, troubleshooting, and emergency shutdown.

10.3 Training Location and Cost. At [Buyer's facility / Seller's facility / other]. Cost: [included in Purchase Price / $[AMOUNT] per session / per Exhibit D].

10.4 Additional Training. Available at Seller's then-current rates.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Preventive Maintenance. Per Exhibit E during the Warranty Period. Post-Warranty available separately.

11.2 Spare Parts Availability. Minimum [____] years. At least [12 / 24] months' notice before discontinuation.

11.3 Response Time. During the Warranty Period: [____] hours to respond; [____] hours for on-site service.

11.4 Remote Diagnostics. If applicable, Buyer grants limited diagnostic access subject to Section 15 confidentiality obligations.

12. INDEMNIFICATION

12.1 Seller's Indemnification. Seller shall indemnify, defend, and hold harmless Buyer from losses arising from: (a) breach of warranties or obligations; (b) Equipment defects and product liability; (c) IP infringement; (d) Seller's negligence or willful misconduct; and (e) claims by Seller's personnel at Buyer's premises.

12.2 Buyer's Indemnification. Buyer shall indemnify Seller from losses arising from: (a) breach of Buyer's obligations; (b) misuse or unauthorized modification; and (c) Buyer's negligence or willful misconduct.

12.3 Procedure. Prompt written notice; indemnifying Party controls defense; reasonable cooperation. Late notice does not relieve except to the extent of actual prejudice.

13. LIMITATION OF LIABILITY

13.1 Consequential Damages. EXCEPT FOR IP INDEMNIFICATION, BREACH OF CONFIDENTIALITY, BIPA VIOLATIONS, OR GROSS NEGLIGENCE/WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. 810 ILCS 5/2-719 (UCC § 2-719).

13.2 Liability Cap. EXCEPT FOR THE CARVE-OUTS ABOVE, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED [THE PURCHASE PRICE / $[AMOUNT]].

13.3 Essential Purpose. These limitations apply even if any limited remedy fails of its essential purpose. 810 ILCS 5/2-719(2) (UCC § 2-719(2)).

14. INTELLECTUAL PROPERTY

14.1 Seller's Retained IP. All IP in the Equipment's design, engineering, embedded software, firmware, and documentation remain Seller's (or its licensors') property.

14.2 Embedded Software License. Non-exclusive, perpetual, non-transferable (except with Equipment transfer) license for Equipment operation.

14.3 Buyer's IP. Buyer-provided specifications and designs remain Buyer's property.

14.4 IP Infringement Defense. Seller shall at its cost: (a) procure continued use rights; (b) modify/replace to be non-infringing; or (c) accept return and refund less depreciation.

15. CONFIDENTIALITY

15.1 Definition. "Confidential Information" means all non-public information disclosed by one Party to the other, including trade secrets, technical data, business plans, financial information, customer lists, pricing, and Agreement terms.

15.2 Obligations. The Receiving Party shall: (a) maintain strict confidence using at least reasonable care; (b) restrict disclosure; and (c) use solely for performing under this Agreement.

15.3 Permitted Disclosures. To employees, agents, and contractors with a need to know bound by comparable obligations; and as required by law with prompt notice (to the extent permissible).

15.4 Exclusions. Public information; already possessed; independently developed; received from unrestricted third party.

15.5 Trade Secret Protection. Certain Confidential Information may constitute trade secrets under the Illinois Trade Secrets Act (765 ILCS 1065/) and the federal DTSA (18 U.S.C. § 1836 et seq.). Illinois ITSA SOL is five (5) years from discovery (765 ILCS 1065/7).

15.6 DTSA Notice. Per 18 U.S.C. § 1833(b), immunity for disclosures to government officials or attorneys for reporting suspected law violations, or in sealed court filings.

15.7 Duration. Confidentiality obligations survive for [3 / 5] years after termination; trade secrets protected as long as they qualify under Applicable Law.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Title Retention.

☐ Option A — Title Passes at Delivery/Acceptance. Title passes upon [delivery / Acceptance], free of Liens.

☐ Option B — Title Retained Until Full Payment. Seller retains title until full payment. Buyer shall not encumber, shall keep Equipment identifiable, and shall maintain insurance.

16.2 Grant of Security Interest. If Option B or deferred payment, Buyer grants Seller a PMSI in the Equipment and proceeds.

16.3 Perfection. Seller may file UCC-1 with the Illinois Secretary of State (810 ILCS 5/9-501). Buyer authorizes filing. Seller shall file within twenty (20) days of delivery to preserve PMSI priority (810 ILCS 5/9-324(a)).

16.4 Filing Details.

• Filing Office: Illinois Secretary of State, Business Services Department, Howlett Building, Springfield, IL 62756
• Filing Fee: Approximately $20 (electronic), subject to change
• Rules: 14 Ill. Admin. Code Part 180

16.5 Release. Within [____] Business Days of full payment, Seller shall file a UCC-3 termination statement.

16.6 Buyer's Cooperation. Buyer shall execute documents reasonably requested to perfect the security interest.

17. DEFAULT AND REMEDIES

17.1 Events of Default.

(a) Buyer's failure to pay undisputed amount within [____] days after written notice;

(b) Seller's failure to deliver within [____] days after the Scheduled Delivery Date;

(c) Seller's failure to cure a Defect within the time specified;

(d) Material breach uncured for [____] days after written notice;

(e) Insolvency, assignment for creditors' benefit, bankruptcy, or receivership; or

(f) Anticipatory repudiation. 810 ILCS 5/2-610 (UCC § 2-610).

17.2 Seller's Remedies. Upon Buyer's default:

(a) Withhold delivery;

(b) Stop delivery in transit (810 ILCS 5/2-705; UCC § 2-705);

(c) Resell and recover the difference (810 ILCS 5/2-706; UCC § 2-706);

(d) Recover price for accepted Equipment (810 ILCS 5/2-709; UCC § 2-709);

(e) Recover damages for non-acceptance (810 ILCS 5/2-708; UCC § 2-708); and

(f) Exercise secured party remedies (810 ILCS 5/9-609; UCC § 9-609).

17.3 Buyer's Remedies. Upon Seller's default:

(a) Reject non-conforming Equipment;

(b) Revoke acceptance;

(c) Cancel and recover payments (810 ILCS 5/2-711; UCC § 2-711);

(d) Cover (810 ILCS 5/2-712; UCC § 2-712);

(e) Recover damages for non-delivery (810 ILCS 5/2-713; UCC § 2-713); and

(f) Specific performance (810 ILCS 5/2-716; UCC § 2-716).

17.4 Cumulative Remedies. Remedies are cumulative. 810 ILCS 5/2-719 (UCC § 2-719).

17.5 Statute of Limitations. UCC sales claims: four (4) years (810 ILCS 5/2-725). Written contract claims: ten (10) years (735 ILCS 5/13-206). The Parties [do / do not] agree to reduce the UCC period to [____] year(s) (minimum one year).

18. TERM AND TERMINATION

18.1 Effective Date and Term. Effective as of the Effective Date; continues until all obligations are performed or earlier terminated.

18.2 Termination for Default. Either Party may terminate upon written notice if an Event of Default is uncured within the applicable cure period.

18.3 Termination for Insolvency. Immediate termination upon insolvency, assignment for creditors' benefit, bankruptcy, or receivership.

18.4 Termination for Convenience. Buyer may terminate upon [____] days' notice. Buyer pays for accepted Equipment, work-in-process at cost, and non-cancellable commitments.

18.5 Survival. Sections 8, 12, 13, 14, 15, 16, 17, 19, and 20 survive.

19. DISPUTE RESOLUTION

19.1 Negotiation. Good-faith negotiation between senior representatives for not less than [30] days.

19.2 Mediation. Non-binding mediation in [Chicago / Springfield / ____________], Illinois, before a mutually agreed mediator. Costs shared equally.

19.3 Litigation / Arbitration.

☐ Option A — Litigation. Exclusive jurisdiction of the Circuit Court of [Cook / DuPage / Lake / ____________] County, Illinois, and the United States District Court for the [Northern / Central / Southern] District of Illinois.

☐ Option B — Arbitration. Binding arbitration under [AAA / JAMS] Commercial Rules in [Chicago / Springfield], Illinois, before [one / three] arbitrator(s).

19.4 Jury Waiver.

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. SEE 735 ILCS 5/2-1105.

Buyer Initials: ________ Seller Initials: ________

19.5 Attorneys' Fees. The prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

20. GENERAL PROVISIONS

20.1 Governing Law. This Agreement shall be governed by the laws of the State of Illinois, including Illinois's UCC (810 ILCS 5/), without regard to conflict-of-law principles requiring application of another jurisdiction's laws.

20.2 Notices. In writing; deemed given upon: (a) personal delivery; (b) overnight courier; (c) certified mail, return receipt requested; or (d) email with confirmed receipt.

20.3 Assignment. No assignment without prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

20.4 Force Majeure. Neither Party liable for failure or delay in non-monetary obligations caused by events beyond reasonable control. Prompt written notice; mitigate; resume promptly. If continuing more than [____] days, the unaffected Party may terminate.

20.5 Insurance.

(a) Seller: CGL of at least $[AMOUNT] per occurrence and $[AMOUNT] aggregate; products/completed operations; workers' compensation as required by Illinois law (820 ILCS 305/).

(b) Buyer: Property insurance for Equipment's full replacement value after risk of loss passes.

20.6 Taxes.

(a) The Purchase Price [includes / does not include] applicable sales, use, or other transaction taxes.

(b) Buyer is responsible for Illinois sales tax (6.25% state rate plus applicable local taxes) and use tax (35 ILCS 105/), unless Buyer provides a valid exemption certificate (Illinois Form ST-587).

(c) Equipment qualifying for the manufacturing machinery and equipment exemption (35 ILCS 120/2-5) requires Buyer to certify use primarily (over 50%) in manufacturing and complete Form ST-587.

(d) Personal Property Replacement Tax (PPRT). Buyer and Seller each acknowledge their respective obligations under the Illinois PPRT (35 ILCS 5/201(c)–(d)): 1.5% for partnerships and S-corporations; 2.5% for C-corporations. PPRT is the responsibility of the respective entity.

(e) Chicago Transactions. If the Equipment is delivered to or used in Chicago, Buyer shall account for all applicable City of Chicago taxes.

(f) Each Party is responsible for its own income taxes.

20.7 Compliance with Laws. Each Party shall comply with all Applicable Law, including anti-corruption laws and export controls.

20.8 Independent Contractors. The Parties are independent contractors.

20.9 Severability. Invalid provisions shall be modified to the minimum extent necessary; remaining provisions remain in full force.

20.10 Waiver. Effective only in writing signed by the waiving Party.

20.11 Electronic Signatures.

This Agreement may be executed by electronic signature in accordance with the Illinois Electronic Commerce Security Act (5 ILCS 175/), the Illinois Uniform Electronic Transactions Act (815 ILCS 333/), and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.).

20.12 Biometric Information Privacy Act (BIPA) Compliance.

If the Equipment collects, captures, stores, or uses biometric identifiers or biometric information (as defined in 740 ILCS 14/10):

(a) Seller shall disclose in Exhibit A all biometric collection capabilities;

(b) Seller represents that the Equipment's biometric features can be configured to comply with BIPA's informed-consent, purpose-limitation, and data-retention requirements;

(c) Buyer shall be solely responsible for obtaining informed written consent from individuals whose biometric data will be collected, establishing a written retention/destruction policy, and otherwise complying with BIPA; and

(d) Seller shall indemnify Buyer for any BIPA claims arising from a defect in the Equipment's biometric system that renders BIPA compliance impossible despite Buyer's good-faith efforts.

20.13 Counterparts. May be executed in counterparts, each an original.

20.14 Entire Agreement. This Agreement and all Exhibits supersede all prior agreements.

20.15 Amendment. Only by written instrument signed by both Parties.

20.16 Illinois Consumer Fraud Act Notice. If applicable, the Illinois Consumer Fraud and Deceptive Business Practices Act (815 ILCS 505/1 et seq.) prohibits unfair or deceptive practices and provides for actual damages, punitive damages, and attorneys' fees.

20.17 Headings. For convenience only.

21. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Equipment Purchase and Sale Agreement as of the date first written above.

SELLER:

BUYER:

JURY WAIVER ACKNOWLEDGMENT:

☐ Buyer acknowledges that it has read, understood, and voluntarily agreed to the jury waiver in Section 19.4.

☐ Seller acknowledges that it has read, understood, and voluntarily agreed to the jury waiver in Section 19.4.

EXHIBIT A — EQUIPMENT SPECIFICATIONS

Performance Specifications:
[________________________________]

Applicable Standards and Certifications:
☐ OSHA Compliant ☐ UL Listed ☐ CE Marked ☐ ISO 9001 ☐ Other: [____________]

Biometric Capabilities (if any):
☐ None ☐ Fingerprint Scanner ☐ Facial Recognition ☐ Iris Scan ☐ Voiceprint ☐ Other: [____________]

Required Utilities / Site Conditions:

• Electrical: [________________________________]
• Compressed Air: [________________________________]
• Environmental: [________________________________]

EXHIBIT B — PRICE SCHEDULE AND PAYMENT MILESTONES

Illinois Sales Tax Note: State rate is 6.25%; combined with local taxes, the total rate varies (up to ~10.25% in Chicago). Manufacturing M&E exemption available per 35 ILCS 120/2-5 — provide Form ST-587.

EXHIBIT C — INSTALLATION AND COMMISSIONING PLAN

Commissioning Criteria:
[________________________________]

EXHIBIT D — TRAINING SCHEDULE

EXHIBIT E — MAINTENANCE AND SERVICE TERMS

Warranty-Period Maintenance:

• Preventive maintenance visits: [____] per year, included in Purchase Price
• Response time: [____] hours
• On-site availability: ☐ 8x5 ☐ 12x5 ☐ 24x7

Post-Warranty Options:

☐ Option 1 — Full Service: $[________] per year

☐ Option 2 — Parts-Only: $[________] per year

☐ Option 3 — Time and Materials: At then-current rates

Spare Parts Availability: [____] years from Acceptance

This template is provided for informational purposes only and does not constitute legal advice. This document must be reviewed and customized by a qualified attorney licensed in the State of Illinois before execution. Illinois-specific statutes referenced herein are current as of the last_updated date but should be verified for subsequent amendments.