Sales Agreement - Equipment - Indiana
EQUIPMENT PURCHASE AND SALE AGREEMENT
Before you use this: This agreement is for an identified sale of movable equipment. Record any installation, software license, consumer use, titled asset, or financing arrangement in the schedules and review the law governing that part of the transaction. Indiana's sales chapter treats mixed goods and services transactions according to Ind. Code § 26-1-2-102.
This Equipment Purchase and Sale Agreement ("Agreement") is made on [__/__/____] between [SELLER LEGAL NAME], [ENTITY TYPE / STATE OF FORMATION], of [SELLER ADDRESS] ("Seller"), and [BUYER LEGAL NAME], [ENTITY TYPE / STATE OF FORMATION], of [BUYER ADDRESS] ("Buyer"). The parties agree as follows.
1. Equipment and price
Seller agrees to sell and Buyer agrees to buy the equipment and included items identified by make, model, serial number, quantity, and condition in Schedule A ("Equipment"). The price is $[AMOUNT]. The deposit of $[AMOUNT] is due [DATE]; the balance of $[AMOUNT] is due [DATE / EVENT]. Payment method: [METHOD]. The parties will identify applicable taxes and the party responsible for paying them in Schedule B.
Seller will provide at closing a signed bill of sale and any title or transfer papers listed in Schedule A. Seller represents that it has authority to transfer the Equipment and will convey it free of liens except those expressly listed in Schedule A. Any listed lien must be released or assumed as Schedule A specifies. A deferred payment arrangement requiring security in the Equipment must be documented separately.
2. Delivery and transfer
Seller will deliver the Equipment to [EXACT ADDRESS] by [DATE]. The party arranging loading, carrier, rigging, unloading, installation, and insurance is identified in Schedule B. The parties choose this risk-of-loss event for conforming Equipment: [DESCRIBE THE EXACT EVENT, SUCH AS BUYER'S RECEIPT AT THE DELIVERY ADDRESS]. They intend this express allocation to govern under Ind. Code § 26-1-2-509(4). Title transfers upon [DESCRIBE CLOSING EVENT], subject to any separately documented security interest and applicable law.
If delivery is delayed or the Equipment is damaged before the agreed risk-transfer event, Seller will notify Buyer promptly. The parties will record any substitute delivery arrangement in a signed amendment.
3. Inspection and acceptance
Buyer may inspect and test the Equipment by [DATE / NUMBER OF DAYS AFTER DELIVERY], using the tests and acceptance criteria in Schedule A. Buyer will give Seller a written description of any claimed nonconformity by [NOTICE DEADLINE] at the notice address below. The parties will record the inspection result and any accepted items in a signed acceptance record. Silence alone does not waive a claim that applicable law preserves.
For a timely identified nonconformity, Seller will [REPAIR / REPLACE / REFUND / OTHER AGREED RESPONSE] within [NUMBER] days after notice. If repair or replacement is designated an exclusive remedy, that designation is subject to Ind. Code § 26-1-2-719, including its rule when a limited remedy fails of its essential purpose. Buyer will hold rightfully rejected Equipment with reasonable care and allow Seller a reasonable collection opportunity.
4. Condition, warranties, and service
Seller's express promises about operating condition, specifications, hours, maintenance, testing, parts, and service are only those stated in Schedule A and Schedule C. Seller's warranty period, if any, is [PERIOD / NONE]. Seller will provide the records and manuals listed in Schedule A. Any software, data, access credential, or embedded license is transferred or licensed only as stated in Schedule C; Seller will identify any third-party consent needed.
Select one warranty treatment and delete the other before signing:
☐ Express warranty treatment. Seller gives the express warranties in Schedule C. No implied warranty is excluded by this choice.
☐ Negotiated implied-warranty exclusion. Seller gives the express warranties in Schedule C, if any. SELLER DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. This exclusion does not negate an express promise that cannot reasonably be reconciled with it. The parties will review its conspicuous wording and transaction fit under Ind. Code § 26-1-2-316.
5. Defaults and remedies
If either party fails to perform, the other will give written notice describing the failure and allow [NUMBER] days to cure, except where timely performance is essential or the parties state another response here: [RESPONSE]. Remedies are those available under this Agreement and applicable law. Any agreed limitation of remedies or damages is: [SPECIFY LIMIT, EXCEPTIONS, AND WHETHER IT IS EXCLUSIVE / NONE]. A limitation is subject to Ind. Code § 26-1-2-719, including the failure-of-essential-purpose rule.
Any indemnity, insurance requirement, attorneys' fee arrangement, or interest on late payment applies only if written here with its scope and amount: [TERMS / NONE]. Neither party may treat an unfilled field as an agreed risk allocation.
6. Disputes and general terms
Indiana law governs this Agreement, subject to any law that cannot be displaced by agreement. The parties choose [COURT AND COUNTY / SPECIFIED ARBITRATION PROVIDER, RULES, AND SEAT] for disputes, subject to applicable jurisdiction and venue rules. No arbitration, jury waiver, or exclusive forum is selected unless completed here and agreed by both parties.
Notices must be sent to Seller at [POSTAL / EMAIL ADDRESS] and Buyer at [POSTAL / EMAIL ADDRESS] by [DELIVERY METHOD]. A notice is effective [WHEN RECEIVED / OTHER AGREED EVENT]. Changes of address must be communicated by the same method.
This Agreement and its completed schedules contain the parties' agreement. An amendment must be signed by both parties. If one provision cannot be enforced, the remaining provisions continue to the extent they can operate as agreed. Neither party may delegate performance without the other's written consent; this clause does not by itself bar an assignment of a right that applicable law protects.
7. Signatures
| Seller | Buyer |
|---|---|
| [SELLER LEGAL NAME] | [BUYER LEGAL NAME] |
| By: [SIGNATURE] | By: [SIGNATURE] |
| Name/title: [NAME AND TITLE] | Name/title: [NAME AND TITLE] |
| Date: [__/__/____] | Date: [__/__/____] |
Schedule A — Equipment, condition, and title
| Item | Make/model | Serial number | Quantity | Current location | Operating condition and known defects | Included parts and records |
|---|---|---|---|---|---|---|
| [ITEM] | [MAKE/MODEL] | [SERIAL] | [QTY] | [LOCATION] | [CONDITION] | [LIST] |
Specifications and acceptance tests: [DETAILS]. Test date/location: [DETAILS]. Existing liens and payoff/release method: [DETAILS / NONE]. Titled or regulated items and transfer documents: [DETAILS / NONE].
Schedule B — Price, tax, and delivery responsibilities
Price allocation by item: [DETAILS]. Deposit and refund terms: [DETAILS]. Taxes and payer: [DETAILS]. Loading: [PARTY]. Carrier and freight: [PARTY]. Unloading and rigging: [PARTY]. Installation and commissioning: [PARTY / NONE]. Insurance through agreed risk transfer: [PARTY / COVERAGE]. Delivery evidence: [DOCUMENT].
Schedule C — Express warranties, service, and software
Express warranty or none: [DETAILS]. Duration and start event: [DETAILS]. Service response and parts: [DETAILS]. Exclusions: [DETAILS]. Software or embedded license rights, credentials, transferable subscriptions, data removal, and third-party consents: [DETAILS / NONE].
Sources and References
About this template
- Last updated
- October 19, 2026
- Citations checked
- October 19, 2026
- Jurisdiction
- Indiana
- Category
- Contracts & Agreements
Legal authority
- Ind. Code § 26-1-2-102
- Ind. Code § 26-1-2-316
- Ind. Code § 26-1-2-509
- Ind. Code § 26-1-2-719
A contract is a written record of what two or more parties agreed to and what happens if someone does not follow through. Clear language, defined terms, and clean signature blocks keep disputes small and enforceable. The most common mistakes in contracts come from vague promises, missing details about timing or payment, and skipping standard protective clauses like governing law and dispute resolution.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on October 19, 2026.
Ind. Code § 26-1-2-102 (checked October 19, 2026): "Unless the context otherwise requires, and except as provided in subsection (3), this chapter applies to transactions in goods and, in the case of a hybrid transaction, this chapter applies to the extent provided in subsection (2)."
Ind. Code § 26-1-2-316(2) (checked October 19, 2026): "to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous."
Ind. Code § 26-1-2-509(4) (checked October 19, 2026): "The provisions of this section are subject to contrary agreement of the parties and to the provisions of IC 26-1-2-327 on sale on approval and IC 26-1-2-510 on effect of breach on risk of loss."
Ind. Code § 26-1-2-719(2) (checked October 19, 2026): "Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in IC 26-1."
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