Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Louisiana Civil Code-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 Against Vices and Defects (Redhibition)
9. Warranty Against Eviction
10. Representations
11. Training and Documentation
12. Maintenance and Service Obligations
13. Indemnification
14. Limitation of Liability
15. Intellectual Property
16. Confidentiality
17. Title Retention and Security Interests
18. Default and Remedies
19. Term and Termination
20. Dispute Resolution
21. General Provisions
22. Execution Block

Exhibits:

• Exhibit A – Equipment Specifications and Serial Numbers
• Exhibit B – Price Schedule and Payment Milestones
• Exhibit C – Installation and Commissioning Plan
• Exhibit D – Training and Documentation 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 (Vendeur):

• Legal Name: [SELLER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Principal Address: [ADDRESS]
• Louisiana Registered Agent (if applicable): [REGISTERED AGENT NAME AND ADDRESS]
• Contact: [NAME] | [EMAIL] | [PHONE]
• Federal Tax ID (EIN): [EIN]

BUYER (Acheteur):

• Legal Name: [BUYER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Principal Address: [ADDRESS]
• Louisiana Registered Agent (if applicable): [REGISTERED AGENT NAME AND ADDRESS]
• Contact: [NAME] | [EMAIL] | [PHONE]
• Federal Tax ID (EIN): [EIN]

(each a "Party" and collectively the "Parties")

Recitals

WHEREAS, Seller is engaged in the business of manufacturing, distributing, and/or selling industrial/commercial equipment, specifically [DESCRIPTION OF EQUIPMENT]; and

WHEREAS, Buyer desires to purchase, and Seller desires to sell, such equipment for use in Buyer's [DESCRIPTION OF INTENDED USE] operations; and

WHEREAS, this Agreement is governed by the Louisiana Civil Code provisions on the sale of movable property (La. Civ. Code Arts. 2438-2659), and the Parties acknowledge that Louisiana has not adopted UCC Article 2; and

WHEREAS, the Parties desire to set forth their complete agreement regarding the sale, delivery, installation, commissioning, warranty, and maintenance of the Equipment;

NOW, THEREFORE, in consideration of the mutual obligations 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

For purposes of this Agreement, the following terms have the meanings set forth below. Louisiana Civil Code terminology is used where applicable.

"Acceptance" – Buyer's written acknowledgment that the Equipment has been installed, commissioned, and conforms to the Specifications following the Acceptance Testing Procedure.

"Acceptance Testing Procedure" or "ATP" – The testing protocol set forth in Exhibit C that the Equipment must pass to achieve Acceptance.

"Affiliate" – Any entity controlling, controlled by, or under common control with a Party, where "control" means ownership of more than fifty percent (50%) of voting interests.

"Business Day" – Any day other than a Saturday, Sunday, or day on which commercial banks in New Orleans or Baton Rouge, Louisiana are authorized or required to close.

"Buyer" or "Acheteur" – The Party identified as Buyer in Section 1.

"Commissioning" – The systematic process of verifying and documenting that the Equipment has been properly installed, tested, and operates in accordance with the Specifications, as described in Exhibit C.

"Conventional Interest" – Interest at the rate agreed upon by the Parties in this Agreement, as permitted by La. R.S. 9:3500.

"Equipment" – The machinery, apparatus, devices, tools, systems, and all related parts, components, accessories, attachments, software, firmware, and ancillary items to be sold by Seller to Buyer as described in Exhibit A, together with all installation materials and documentation.

"Eviction" – Under Louisiana Civil Code Arts. 2500-2517, the disturbance of the Buyer's ownership or possession of the Equipment by a third party asserting a claim of right.

"Force Majeure Event" – An event beyond a Party's reasonable control, including but not limited to acts of God, war, terrorism, pandemic, hurricane, tropical storm, flooding, government action or regulation, embargo, labor dispute (excluding strikes of a Party's own employees), transportation disruption, or failure of essential utilities.

"Installation" – The physical placement, assembly, connection, calibration, and setup of the Equipment at Buyer's facility as described in Exhibit C.

"Intellectual Property" – Patents, copyrights, trademarks, trade dress, trade secrets, know-how, software, firmware, and all other proprietary and intellectual property rights.

"Judicial Interest" – Interest at the rate established annually by the Louisiana Commissioner of Financial Institutions pursuant to La. R.S. 13:4202.

"Legal Interest" – Interest at the rate established by La. R.S. 9:3500.

"Prescriptive Period" – The period within which a legal action must be commenced under Louisiana law, analogous to a "statute of limitations" in common law jurisdictions.

"Punch List" – A list of minor, non-critical items identified during Commissioning that do not prevent Acceptance but require correction by Seller within an agreed timeframe.

"Redhibitory Defect" or "Vice" – A defect in the Equipment that renders it useless, or so inconvenient that the Buyer would not have purchased it had the defect been known, or that diminishes its usefulness or value such that the Buyer would have paid a lesser price (La. Civ. Code Art. 2520).

"Seller" or "Vendeur" – The Party identified as Seller in Section 1.

"Specifications" – The technical requirements, performance standards, quality criteria, capacity ratings, operational parameters, and other descriptions for the Equipment as set forth in Exhibit A.

"Warranty Period" – The period during which Seller's express warranties apply, as defined in Section 8.5.

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell (La. Civ. Code Art. 2439)

Subject to the terms and conditions of this Agreement, Seller agrees to sell and transfer ownership of the Equipment to Buyer, and Buyer agrees to purchase the Equipment from Seller, for the price and on the terms set forth herein. This Agreement constitutes a valid contract of sale of a corporeal movable under Louisiana law (La. Civ. Code Art. 2439).

3.2 Description of Equipment

The Equipment to be sold under this Agreement is described in detail in Exhibit A, which includes:
(a) Equipment manufacturer, model number, and serial number(s);
(b) Configuration, components, and accessories;
(c) Technical specifications and performance parameters;
(d) Software/firmware versions (if applicable);
(e) Documentation, manuals, and drawings; and
(f) Spare parts and consumables (if included).

3.3 Identification and Individualization

The Equipment shall be identified and individualized as required by La. Civ. Code Art. 2456 (identification of things sold). Seller shall provide Buyer with serial numbers and other unique identifiers for the Equipment upon manufacture or procurement.

3.4 Condition of Equipment

Unless otherwise specified in Exhibit A, the Equipment shall be:
☐ New and unused, manufactured in accordance with Seller's current production standards
☐ Refurbished/reconditioned to the standards set forth in Exhibit A
☐ Used, in the condition described in Exhibit A

3.5 Change Orders

(a) Either Party may propose changes to the Equipment Specifications by written request ("Change Order").

(b) The Party receiving a Change Order shall respond within [10] Business Days with: (i) the impact on price, (ii) the impact on delivery and installation schedule, and (iii) any technical concerns.

(c) No Change Order shall be binding unless agreed in writing signed by both Parties.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Technical Specifications

The Equipment shall conform to the specifications set forth in Exhibit A, including but not limited to:

4.2 Ancillary Items

The following ancillary items are included in the sale:
(a) [X] sets of operator manuals and technical documentation;
(b) [X] sets of maintenance manuals and service guides;
(c) Initial spare parts kit as specified in Exhibit A;
(d) Specialty tools required for routine maintenance;
(e) Installation hardware, mounting brackets, and connection materials;
(f) Training materials as described in Exhibit D; and
(g) [OTHER ANCILLARY ITEMS].

4.3 Applicable Standards

The Equipment shall comply with:
(a) All applicable OSHA regulations (29 C.F.R. Part 1910);
(b) National Electrical Code (NFPA 70) requirements;
(c) All applicable Louisiana Department of Environmental Quality (LDEQ) regulations;
(d) [INDUSTRY-SPECIFIC STANDARDS: e.g., ASME, ANSI, API, IEEE, ISO]; and
(e) All other applicable federal, state, and local laws and regulations.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price

The total purchase price for the Equipment is $[TOTAL PRICE] (the "Purchase Price"), inclusive of:

5.2 Payment Milestones

Payment shall be made according to the following schedule:

5.3 Taxes

(a) Prices exclude all applicable Louisiana State Sales and Use Tax (La. R.S. 47:301 et seq.) and any applicable local sales tax. Buyer is responsible for all such taxes unless Buyer provides a valid exemption certificate.

(b) If the Equipment qualifies for a Louisiana tax exemption (e.g., manufacturing machinery and equipment exemption under La. R.S. 47:301(3) or (13)), Buyer shall provide the appropriate exemption documentation.

(c) Each Party is responsible for its own income and franchise taxes.

5.4 Late Payments and Interest

(a) Past due amounts shall bear conventional interest at the rate of [X]% per annum, or if no rate is specified, at the legal interest rate established pursuant to La. R.S. 9:3500.

(b) Upon judgment, interest shall accrue at the judicial interest rate established pursuant to La. R.S. 13:4202 (3.25% above the Federal Reserve Board discount rate, as published annually by the Commissioner of Financial Institutions).

5.5 Disputed Invoices

(a) Buyer must notify Seller in writing of any dispute within [15] days of invoice, specifying the disputed amount and reason.

(b) Undisputed amounts shall be paid by the due date.

(c) The Parties shall negotiate in good faith and resolve within [30] days.

5.6 Retention

Buyer may retain [X]% of each milestone payment (the "Retention Amount") until all Punch List items are completed and final Acceptance is achieved, at which time the full Retention Amount shall be released within [15] Business Days.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

(a) Delivery shall be made:
☐ EXW (Ex Works) – Seller's facility at [ADDRESS]
☐ FOB Origin – Carrier's facility at [LOCATION]
☐ FOB Destination – Buyer's facility at [ADDRESS]
☐ DDP (Delivered Duty Paid) – Buyer's facility at [ADDRESS]

(b) Seller shall deliver the Equipment to Buyer's facility located at [ADDRESS], [PARISH] Parish, Louisiana, on or before [DELIVERY DATE].

(c) Seller shall coordinate with Buyer regarding delivery logistics, including equipment rigging, crane requirements, and site access.

6.2 Title and Risk of Loss

(a) Under Louisiana Civil Code Art. 2467, ownership of the Equipment transfers to Buyer upon [delivery / installation / Acceptance / payment in full], as agreed by the Parties.

(b) Risk of loss shall transfer to Buyer at the time ownership transfers, unless otherwise specified by the delivery terms selected above.

(c) Until ownership and risk of loss transfer, Seller shall maintain comprehensive insurance coverage for the Equipment at its full replacement value.

6.3 Shipping and Insurance

(a) Seller shall arrange and pay for shipping using [Buyer's designated carrier / Seller's standard carrier / mutually agreed carrier].

(b) Seller shall insure Equipment in transit for the full Purchase Price against all risks, including hurricane, flood, and transit damage.

(c) Seller shall provide Buyer with shipping documents, including bill of lading, certificate of insurance, packing list, and customs documents (if applicable).

6.4 Site Preparation

(a) Buyer shall prepare the installation site in accordance with Seller's site preparation requirements provided at least [30] days before scheduled delivery, including:

• Foundation, structural support, and mounting points;
• Electrical power connections (voltage, amperage, phase);
• Plumbing, compressed air, and other utility connections;
• Adequate clearance for installation, operation, and maintenance; and
• Environmental controls (temperature, humidity, ventilation).

(b) Seller shall provide detailed site preparation specifications within [15] Business Days of the Effective Date.

(c) Buyer is responsible for all site preparation costs unless otherwise specified.

6.5 Installation

(a) Seller shall install the Equipment at Buyer's facility in accordance with the Installation Plan set forth in Exhibit C.

(b) Installation shall be performed by Seller's qualified technicians and shall include:

• Physical placement, leveling, and anchoring;
• Mechanical and electrical connections;
• Calibration and alignment;
• Integration with Buyer's existing systems (if specified);
• Safety device installation and testing; and
• Initial startup and functional verification.

(c) Seller shall complete Installation within [X] Business Days of delivery.

(d) Seller's installation personnel shall comply with Buyer's site safety rules and all applicable OSHA and Louisiana Workforce Commission safety regulations.

6.6 Commissioning

(a) Following Installation, Seller shall conduct Commissioning in accordance with the Acceptance Testing Procedure in Exhibit C.

(b) Commissioning shall include:

• Performance testing against Specifications;
• Load testing and capacity verification;
• Safety system verification;
• Calibration verification and documentation;
• Operational demonstration; and
• Documentation of all test results.

(c) Seller shall complete Commissioning within [X] Business Days of Installation.

(d) If the Equipment fails to meet the Specifications during Commissioning, Seller shall correct all deficiencies and repeat testing at no additional cost to Buyer.

6.7 Punch List

(a) During Commissioning, Buyer may identify non-critical items requiring correction (the "Punch List").

(b) Seller shall complete all Punch List items within [30] days of Acceptance.

(c) Punch List items do not prevent Acceptance provided they are minor and do not affect the Equipment's material performance or safety.

7. INSPECTION AND ACCEPTANCE

7.1 Factory Inspection

(a) Prior to shipment, Buyer shall have the right to inspect and test the Equipment at Seller's facility ("Factory Acceptance Test" or "FAT").

(b) Seller shall provide at least [10] Business Days' notice of FAT readiness.

(c) FAT shall follow the testing protocol in Exhibit C. Successful FAT does not constitute final Acceptance.

7.2 Site Acceptance Testing

(a) Following Commissioning, Buyer shall have [X] Business Days to conduct site acceptance testing ("Acceptance Testing Period").

(b) During the Acceptance Testing Period, Buyer shall operate the Equipment under normal production conditions and verify conformity to Specifications.

7.3 Acceptance

Acceptance occurs when:
(a) The Equipment passes the Acceptance Testing Procedure as documented in Exhibit C;
(b) Buyer issues a written Certificate of Acceptance; or
(c) Buyer uses the Equipment in commercial production for more than [X] consecutive Business Days without written objection.

7.4 Conditional Acceptance

If minor deficiencies exist (Punch List items), Buyer may issue Conditional Acceptance, which:
(a) Triggers payment obligations (subject to Retention);
(b) Obligates Seller to complete Punch List items within the specified timeframe; and
(c) Does not start the Warranty Period until all Punch List items are resolved (or, alternatively, the Warranty Period starts from the date of Conditional Acceptance at Buyer's election).

7.5 Rejection

(a) If the Equipment fails to meet Specifications after [X] attempts at correction, Buyer may reject the Equipment.

(b) Upon rightful rejection, Buyer may:

• Require Seller to remove the Equipment at Seller's expense;
• Demand a full refund of all amounts paid; and
• Recover incidental and consequential damages.

(c) Seller shall remove rejected Equipment within [30] days of rejection notice and restore Buyer's site to its pre-installation condition at Seller's expense.

8. WARRANTIES AGAINST VICES AND DEFECTS (REDHIBITION)

8.1 Warranty Against Redhibitory Defects (La. Civ. Code Arts. 2520-2548)

(a) Seller warrants that the Equipment is free from redhibitory defects or vices. A defect is "redhibitory" when it renders the Equipment useless, or its use so inconvenient that it must be presumed Buyer would not have purchased it had the defect been known, or when the defect diminishes the Equipment's usefulness or value such that Buyer would have paid a lesser price (La. Civ. Code Art. 2520).

(b) As a manufacturer and/or professional seller of this type of equipment, Seller is deemed to know of defects in the Equipment (La. Civ. Code Art. 2545). Accordingly, Seller's liability includes:

• Restitution of the price or reduction of the price, at Buyer's election;
• Reasonable expenses occasioned by the sale and those incurred for the preservation of the Equipment;
• Damages and reasonable attorneys' fees; and
• If Seller knew the Equipment was defective and failed to disclose: damages sufficient to place Buyer in the position it would have occupied absent the defect (La. Civ. Code Art. 2545).

8.2 Express Warranties

In addition to the warranty against redhibitory defects, Seller expressly warrants that:
(a) The Equipment shall conform to the Specifications set forth in Exhibit A;
(b) The Equipment shall be free from defects in materials and workmanship;
(c) The Equipment shall be capable of achieving the performance parameters stated in the Specifications under normal operating conditions;
(d) All Equipment software and firmware shall function in accordance with its documentation;
(e) The Equipment shall comply with all applicable safety codes, standards, and regulations;
(f) The Equipment shall be new and of current manufacture (unless otherwise specified); and
(g) All spare parts and consumables shall be genuine manufacturer parts.

8.3 Parts and Labor Warranty

(a) Parts Warranty: All parts, components, and assemblies are warranted against defects in material and workmanship for [12/24/36] months from the date of Acceptance.

(b) Labor Warranty: All Seller-performed installation, repair, and maintenance work is warranted for [12] months from completion of such work.

(c) Replaced Parts: Parts replaced under warranty shall carry a warranty equal to the longer of: (i) the remaining original Warranty Period, or (ii) [90] days from replacement.

8.4 Software/Firmware Warranty

If the Equipment includes embedded software or firmware:
(a) Seller warrants that the software shall perform materially in accordance with its documentation;
(b) Seller shall provide bug fixes and security patches for [X] months from Acceptance;
(c) Seller shall provide software updates necessary to maintain Equipment functionality for [X] years; and
(d) Buyer receives a perpetual, non-exclusive license to use the embedded software.

8.5 Warranty Period

The Warranty Period shall be the longer of:
(a) [12/24/36] months from the date of Acceptance; or
(b) [X] months from the date of first commercial operation; or
(c) [X] months from the date of delivery (if Acceptance is delayed due to Buyer's causes).

8.6 Warranty Remedies

During the Warranty Period, if a defect or non-conformity arises, Seller shall, at Buyer's election:
(a) Repair the Equipment at Seller's expense, including parts, labor, and travel;
(b) Replace defective components or the entire Equipment at Seller's expense;
(c) Provide a reduction in the Purchase Price proportionate to the diminished value (quanti minoris – La. Civ. Code Art. 2543); or
(d) If the defect is redhibitory and renders the Equipment useless, rescind the sale and provide a full refund (La. Civ. Code Art. 2520).

Seller shall respond to warranty claims within [24/48] hours and shall dispatch service personnel within [X] Business Days.

8.7 Warranty Exclusions

Seller's warranties do not cover defects or failures caused by:
(a) Buyer's misuse, negligence, or operation outside Specifications;
(b) Unauthorized modification, repair, or tampering;
(c) Normal wear and tear of consumable or expendable items;
(d) Use with materials, chemicals, or feedstock not approved by Seller;
(e) Failure to perform maintenance in accordance with Seller's maintenance schedule;
(f) Force Majeure Events or abnormal environmental conditions; or
(g) Buyer's failure to implement Seller-recommended software/firmware updates.

8.8 Exclusion or Limitation of Redhibition Warranty (La. Civ. Code Art. 2548)

THE PARTIES ACKNOWLEDGE THAT UNDER LOUISIANA CIVIL CODE ARTICLE 2548, THE WARRANTY AGAINST REDHIBITORY DEFECTS MAY BE EXCLUDED OR LIMITED BY CLEAR AND UNAMBIGUOUS CONTRACT TERMS BROUGHT TO THE BUYER'S ATTENTION.

THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8 ARE INTENDED TO SUPPLEMENT, NOT REPLACE, THE WARRANTY AGAINST REDHIBITORY DEFECTS. THE PARTIES DO NOT INTEND TO WAIVE BUYER'S REDHIBITION RIGHTS EXCEPT TO THE EXTENT THAT THE EXPRESS WARRANTY REMEDIES PROVIDE EQUIVALENT OR GREATER PROTECTION.

ANY LIMITATION OR MODIFICATION OF REDHIBITION RIGHTS IS STRICTLY CONSTRUED UNDER LOUISIANA LAW AND SHALL BE ENFORCEABLE ONLY TO THE EXTENT PERMITTED BY LA. CIV. CODE ART. 2548.

Buyer Initials: _______

9. WARRANTY AGAINST EVICTION (La. Civ. Code Arts. 2500-2517)

9.1 Seller's Warranty

Seller warrants Buyer's peaceable possession of the Equipment against claims of ownership, liens, security interests, encumbrances, or other claims of right by third parties (La. Civ. Code Art. 2500). This warranty extends to disturbances of both ownership and possession.

9.2 Scope of Warranty

The warranty against eviction includes:
(a) Warranty that Seller has good title and the right to transfer ownership;
(b) Warranty that the Equipment is free from all liens, security interests, and encumbrances;
(c) Warranty against any claim that would deprive Buyer of the Equipment or its use; and
(d) Seller's obligation to defend Buyer against third-party claims of right.

9.3 Limitation

The warranty against eviction may be modified by agreement of the Parties (La. Civ. Code Art. 2503), but Seller shall always remain liable for eviction resulting from Seller's own acts, and for restitution of the price if eviction occurs.

10. REPRESENTATIONS

10.1 Mutual Representations

Each Party represents and warrants:
(a) It is duly organized and in good standing;
(b) It is authorized to do business in Louisiana, to the extent required by La. R.S. 12:301 (corporations) or La. R.S. 12:1347 (LLCs);
(c) It has full power and authority to execute and perform this Agreement;
(d) Execution does not violate any law, regulation, or other agreement;
(e) This Agreement constitutes a valid obligation enforceable against it under Louisiana law; and
(f) It shall comply with all applicable laws.

10.2 Seller Representations

Seller additionally represents:
(a) Seller has good title and the right to sell the Equipment free of encumbrances;
(b) The Equipment is manufactured in compliance with all applicable laws;
(c) Seller maintains quality control processes meeting or exceeding industry standards;
(d) Seller has not been debarred, suspended, or excluded from government programs;
(e) No material litigation is pending or threatened; and
(f) Seller possesses all licenses and permits necessary for its obligations.

10.3 Buyer Representations

Buyer represents:
(a) Buyer intends to use the Equipment for lawful commercial purposes;
(b) Buyer has disclosed all material information regarding intended use, installation environment, and operating conditions; and
(c) Buyer's facility meets or will meet Seller's site preparation requirements.

11. TRAINING AND DOCUMENTATION

11.1 Operator Training

Seller shall provide operator training for up to [X] of Buyer's personnel, including:
(a) Equipment operation and normal use procedures;
(b) Safety procedures and emergency shutdown protocols;
(c) Basic troubleshooting and fault diagnosis;
(d) Routine maintenance procedures; and
(e) Software/firmware operation (if applicable).

Training shall be conducted [at Buyer's facility / at Seller's facility / remotely] within [X] days of Acceptance. Training duration: [X] hours/days.

11.2 Maintenance Training

Seller shall provide maintenance training for up to [X] of Buyer's maintenance personnel, covering:
(a) Preventive maintenance schedules and procedures;
(b) Parts replacement procedures;
(c) Calibration procedures;
(d) Advanced troubleshooting and diagnostics; and
(e) Safety procedures for maintenance activities.

11.3 Documentation Deliverables

Seller shall provide the following documentation:
(a) [X] complete sets of operator manuals (print and electronic);
(b) [X] complete sets of maintenance and service manuals;
(c) Detailed parts lists and exploded diagrams;
(d) Electrical schematics and wiring diagrams;
(e) PLC/software documentation and ladder logic (if applicable);
(f) Certificates of compliance and test reports;
(g) Material safety data sheets (SDS) for all hazardous materials;
(h) As-built drawings (if applicable); and
(i) Training materials and reference guides.

11.4 Additional Training

Additional training beyond that specified herein shall be available at Seller's then-current rates, as set forth in Exhibit D.

12. MAINTENANCE AND SERVICE OBLIGATIONS

12.1 Seller's Maintenance Obligations During Warranty Period

During the Warranty Period, Seller shall:
(a) Perform all warranty repairs and replacements at no charge to Buyer;
(b) Provide telephone/remote technical support during Seller's business hours ([8 AM – 5 PM CT], Monday through Friday);
(c) Dispatch qualified service technicians within [X] hours of a service request for critical failures;
(d) Maintain an adequate inventory of replacement parts; and
(e) Provide software/firmware updates and patches.

12.2 Buyer's Maintenance Obligations

Buyer shall:
(a) Perform routine preventive maintenance in accordance with Seller's maintenance schedule (Exhibit E);
(b) Use only genuine or Seller-approved replacement parts;
(c) Maintain maintenance logs and records;
(d) Provide Seller with reasonable access for warranty service;
(e) Promptly notify Seller of any Equipment malfunction; and
(f) Operate the Equipment within the Specifications and in accordance with the operator manual.

12.3 Post-Warranty Service Agreement

☐ If applicable: The Parties may enter into a separate Maintenance and Service Agreement for post-warranty maintenance and support. Seller shall offer a post-warranty service agreement on commercially reasonable terms, with pricing specified in Exhibit E.

12.4 Spare Parts Availability

Seller warrants that it will make spare parts and consumables available for the Equipment for a period of [X] years from the date of Acceptance, either directly or through authorized distributors.

12.5 Equipment Depreciation and Tax Treatment

13. INDEMNIFICATION

13.1 Seller Indemnification

Seller shall indemnify, defend, and hold harmless Buyer Indemnitees from and against all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:
(a) Breach of Seller's warranties, representations, or covenants;
(b) Seller's negligence, gross negligence, or willful misconduct;
(c) Infringement of third-party Intellectual Property rights by the Equipment;
(d) Product liability claims, personal injury, or property damage from Equipment defects;
(e) Seller's violation of applicable laws;
(f) Claims by Seller's employees or subcontractors; and
(g) Environmental contamination caused by the Equipment or its installation.

13.2 Buyer Indemnification

Buyer shall indemnify, defend, and hold harmless Seller Indemnitees from and against claims arising from:
(a) Buyer's misuse or operation of Equipment outside Specifications;
(b) Unauthorized modifications by Buyer;
(c) Buyer's negligence, gross negligence, or willful misconduct;
(d) Buyer's breach of this Agreement; and
(e) Buyer's failure to perform required maintenance.

13.3 Indemnification Procedures

(a) Prompt notice; delay does not relieve obligations except to the extent of actual prejudice.
(b) Indemnitor controls defense with acceptable counsel.
(c) No settlement without Indemnitee's consent if it admits liability, imposes obligations, or omits full release.
(d) Reasonable cooperation at Indemnitor's expense.

14. LIMITATION OF LIABILITY

14.1 Exclusion of Consequential Damages

EXCEPT FOR (A) CONFIDENTIALITY BREACHES, (B) INDEMNIFICATION OBLIGATIONS, (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (La. Civ. Code Art. 2004 PROHIBITS LIMITATION OF LIABILITY FOR INTENTIONAL OR GROSSLY NEGLIGENT ACTS), (D) IP INFRINGEMENT, AND (E) PERSONAL INJURY OR DEATH:

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF PRODUCTION, OR BUSINESS INTERRUPTION.

14.2 Cap on Liability

EXCEPT FOR THE EXCLUSIONS ABOVE, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF:

(A) THE PURCHASE PRICE; OR

(B) $[AMOUNT].

14.3 Prescriptive Period

(a) Actions for redhibitory defects prescribe as follows (La. Civ. Code Art. 2534):

• Against a good-faith seller: Four (4) years from delivery or one (1) year from discovery of defect, whichever occurs first;
• Against a manufacturer or professional seller (deemed to know of defects): One (1) year from discovery of defect.

(b) General contract claims prescribe in ten (10) years (La. Civ. Code Art. 3499).

(c) Trade secret misappropriation claims prescribe in three (3) years (La. R.S. 51:1436).

15. INTELLECTUAL PROPERTY

15.1 Seller's IP

All Seller IP remains Seller's exclusive property.

15.2 Buyer's IP

All Buyer IP remains Buyer's exclusive property.

15.3 Embedded Software License

(a) Seller grants Buyer a non-exclusive, perpetual, non-transferable (except with Equipment) license to use embedded software/firmware solely in connection with operation and maintenance of the Equipment.

(b) Buyer shall not copy, modify, decompile, reverse-engineer, or distribute the software except as expressly permitted or as necessary for maintenance.

15.4 Custom Equipment

For Equipment manufactured to Buyer's specifications:
(a) Buyer retains ownership of custom designs;
(b) Seller receives a limited license for manufacture purposes only;
(c) Seller shall not manufacture equipment using Buyer's specifications for others; and
(d) Buyer indemnifies Seller for infringement arising from Buyer's specifications.

15.5 IP Infringement

If Equipment infringes, Seller shall at its expense:
(a) Obtain continued-use rights;
(b) Modify to non-infringing design;
(c) Replace with non-infringing equivalent; or
(d) Accept return and refund.

16. CONFIDENTIALITY

16.1 Confidential Information

"Confidential Information" means all non-public information disclosed by either Party, including technical data, trade secrets, designs, pricing, and Agreement terms.

16.2 Obligations

The Receiving Party shall: (a) use reasonable care to protect; (b) use only for Agreement purposes; (c) limit disclosure to those with need to know; (d) not reverse engineer; and (e) notify of unauthorized disclosure.

16.3 Exclusions

Information that: (a) becomes public without breach; (b) was previously known; (c) was independently developed; or (d) was rightfully received from third parties.

16.4 Trade Secrets (La. R.S. 51:1431 et seq.)

The Louisiana Uniform Trade Secrets Act (La. R.S. 51:1431 et seq.) protects trade secrets. Misappropriation claims prescribe in three (3) years (La. R.S. 51:1436). Trade secret protections survive termination.

16.5 DTSA Notice

NOTICE: An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

16.6 Required Disclosures

Prompt notice, cooperation for protective orders, and minimum disclosure as legally required.

17. TITLE RETENTION AND SECURITY INTERESTS

17.1 Seller's Retention of Title

☐ If applicable: Until full payment of the Purchase Price, Seller retains ownership of the Equipment as security for Buyer's payment obligation. This retention of title constitutes a "reservation of a security interest" and is governed by Louisiana UCC Article 9 (La. R.S. 10:9-101 et seq.).

17.2 Purchase Money Security Interest (PMSI)

(a) If Seller finances any portion of the Purchase Price or retains title pending payment, the Parties acknowledge that such arrangement creates a Purchase Money Security Interest ("PMSI") in the Equipment under La. R.S. 10:9-103.

(b) Buyer hereby grants Seller a security interest in the Equipment and all proceeds thereof to secure payment of the Purchase Price.

(c) Buyer authorizes Seller to file a UCC-1 Financing Statement with the Louisiana Secretary of State or applicable parish clerk of court to perfect such security interest under La. R.S. 10:9-310 and La. R.S. 10:9-501.

17.3 Buyer's Obligations

While any security interest exists, Buyer shall:
(a) Maintain the Equipment in good condition;
(b) Keep the Equipment insured for its full value, naming Seller as loss payee;
(c) Not sell, transfer, or encumber the Equipment without Seller's consent;
(d) Not remove the Equipment from the installation location without Seller's consent; and
(e) Permit Seller to inspect the Equipment upon reasonable notice.

17.4 Release of Security Interest

Upon Seller's receipt of the full Purchase Price and all amounts due under this Agreement, Seller shall:
(a) Execute and file a UCC-3 Termination Statement;
(b) Provide Buyer with a release of all security interests; and
(c) Deliver a bill of sale confirming transfer of clear title.

18. DEFAULT AND REMEDIES

18.1 Events of Default

Events of Default include:
(a) Failure to pay when due, not cured within [10] Business Days of notice;
(b) Material breach not cured within [30] days of notice;
(c) Insolvency, bankruptcy, or assignment for creditors;
(d) Cessation of business;
(e) Failure to achieve Acceptance within [X] days of the scheduled date (through Seller's fault); or
(f) Material adverse change in financial condition.

18.2 Seller's Remedies

Upon Buyer's default, Seller may:
(a) Suspend delivery, installation, or commissioning;
(b) Terminate this Agreement;
(c) Recover all amounts due plus interest;
(d) If title is retained, repossess the Equipment (La. Civ. Code Art. 2561 – dissolution of sale for nonpayment);
(e) Enforce security interest under La. R.S. 10:9-601 et seq.; and
(f) Recover reasonable attorneys' fees and costs.

18.3 Buyer's Remedies

Upon Seller's default, Buyer may:
(a) Suspend payment;
(b) Terminate this Agreement;
(c) Seek rescission of the sale and restitution of the price (La. Civ. Code Art. 2520 - redhibition);
(d) Seek reduction of the price (quanti minoris – La. Civ. Code Art. 2543);
(e) Recover damages, including incidental and consequential damages;
(f) Seek specific performance (La. Civ. Code Art. 1986); and
(g) Recover reasonable attorneys' fees and costs.

18.4 Cumulative Remedies

All remedies are cumulative and not exclusive. Louisiana law provides that an obligee may seek dissolution (rescission), reduction of price, or damages, as appropriate under the circumstances (La. Civ. Code Arts. 2013-2024).

19. TERM AND TERMINATION

19.1 Term

This Agreement commences on the Effective Date and continues until all obligations have been fully performed, including completion of the Warranty Period and resolution of all outstanding claims.

19.2 Termination for Convenience

Either Party may terminate this Agreement upon [90] days' prior written notice, subject to:
(a) Buyer's obligation to pay for Equipment delivered and services rendered;
(b) Seller's obligation to refund any prepayment for undelivered Equipment; and
(c) The Parties' obligation to negotiate a fair termination settlement.

19.3 Termination for Cause

Either Party may terminate immediately upon written notice if the other Party commits an uncured Event of Default.

19.4 Effect of Termination

Upon termination:
(a) Payment obligations for delivered Equipment and services survive;
(b) Confidential Information shall be returned or destroyed;
(c) Security interests remain in effect until all obligations are satisfied;
(d) Warranty obligations survive for Equipment delivered and accepted; and
(e) Surviving Sections: 2, 8, 9, 13, 14, 15, 16, 17, 18, 20, 21.

20. DISPUTE RESOLUTION

20.1 Governing Law

This Agreement is governed by the laws of the State of Louisiana, including the Louisiana Civil Code, without regard to conflict of laws principles. The CISG is excluded. The Parties expressly acknowledge that Louisiana law, and not the Uniform Commercial Code Article 2, governs this sale.

20.2 Negotiation

Disputes shall first be escalated to senior management for good-faith negotiation for [30] days.

20.3 Mediation

If negotiation fails, either Party may request non-binding mediation in [New Orleans / Baton Rouge / Shreveport / Lafayette], Louisiana. Costs shared equally.

20.4 Arbitration OR Litigation

☐ ARBITRATION: Unresolved disputes shall be finally resolved by binding arbitration administered by [JAMS / AAA] under Commercial Arbitration Rules, by a single arbitrator in [New Orleans / Baton Rouge], Louisiana. The arbitrator shall apply Louisiana law. Judgment may be entered in any court of competent jurisdiction.

☐ LITIGATION: Unresolved disputes shall be resolved in the [Civil District Court for the Parish of Orleans / 19th Judicial District Court for the Parish of East Baton Rouge / specified court], Louisiana, or the United States District Court for the [Eastern / Middle / Western] District of Louisiana. Each Party consents to personal jurisdiction and waives venue objections.

20.5 Jury Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES THAT THIS WAIVER IS MADE KNOWINGLY AND VOLUNTARILY.

Party Initials: Seller _______ Buyer _______

20.6 Attorneys' Fees

In any dispute arising from this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and court costs.

20.7 Injunctive Relief

Either Party may seek injunctive relief from any court of competent jurisdiction to prevent irreparable harm.

21. GENERAL PROVISIONS

21.1 Notices

All notices in writing, deemed given upon: (a) personal delivery; (b) one Business Day after overnight courier; (c) three Business Days after certified mail; or (d) confirmed email delivery.

21.2 Force Majeure

Neither Party liable for delay (except payment) due to Force Majeure, provided prompt notice and reasonable mitigation. If Force Majeure exceeds [90] days, either Party may terminate upon [15] days' notice.

21.3 Assignment

No assignment without consent (not unreasonably withheld), except to Affiliates or in connection with mergers/acquisitions. Unauthorized assignment void.

21.4 Independent Contractors

The Parties are independent contractors.

21.5 No Third-Party Beneficiaries

Benefits only the Parties and permitted assigns.

21.6 Waiver

No waiver effective unless in writing.

21.7 Severability

Invalid provisions reformed or severed; remainder continues.

21.8 Entire Agreement

This Agreement, with all exhibits, constitutes the entire agreement and supersedes all prior negotiations.

21.9 Amendment

Amendments require written instrument signed by both Parties.

21.10 Counterparts and Electronic Signatures

Electronic signatures valid under the Louisiana UETA (La. R.S. 9:2601 et seq.) and federal E-SIGN Act.

21.11 Construction

(a) Headings for convenience only.
(b) "Including" means "including without limitation."
(c) Not construed against the drafter.
(d) Louisiana Civil Code provisions referenced herein are current as of the date of this Agreement; statutory references include amendments.
(e) Amounts in U.S. Dollars.

21.12 Compliance with Laws

Each Party shall comply with all applicable laws, including:
(a) Louisiana Unfair Trade Practices and Consumer Protection Law (LUTPA) (La. R.S. 51:1401 et seq.);
(b) All applicable environmental regulations (LDEQ);
(c) OSHA and Louisiana Workforce Commission safety standards;
(d) Anti-corruption and anti-bribery laws; and
(e) Export control and sanctions laws.

22. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Equipment Purchase and Sale Agreement as of the Effective Date.

REDHIBITION WAIVER/LIMITATION ACKNOWLEDGMENT (Section 8.8):

| Buyer Initials: _______ |

JURY WAIVER ACKNOWLEDGMENT (Section 20.5):

| Seller Initials: _______ | Buyer Initials: _______ |

EXHIBIT A – EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

EXHIBIT B – PRICE SCHEDULE AND PAYMENT MILESTONES

Equipment Pricing

Payment Schedule

EXHIBIT C – INSTALLATION AND COMMISSIONING PLAN

Installation Timeline

Acceptance Testing Procedure

[DESCRIBE DETAILED TESTING CRITERIA, PASS/FAIL THRESHOLDS, AND DOCUMENTATION REQUIREMENTS]

EXHIBIT D – TRAINING AND DOCUMENTATION SCHEDULE

Additional Training Rates: $[RATE] per day per instructor, plus travel expenses.

EXHIBIT E – MAINTENANCE AND SERVICE TERMS

Preventive Maintenance Schedule

Post-Warranty Service Rates

Spare Parts Availability Commitment

Seller commits to maintaining spare parts availability for [X] years from Acceptance date.

CHECKLIST

☐ All [PLACEHOLDER] fields completed with actual information
☐ Equipment serial numbers confirmed and entered in Exhibit A
☐ Delivery terms (Section 6.1) selected
☐ Title transfer point (Section 6.2) specified
☐ Payment milestones (Section 5.2) totaling 100% confirmed
☐ Retention percentage (Section 5.6) specified
☐ Dispute resolution (Section 20.4) selected (arbitration OR litigation)
☐ Warranty Period (Section 8.5) specified for parts and labor
☐ Redhibition limitation acknowledgment (Section 8.8) initialed by Buyer
☐ Jury waiver (Section 20.5) initialed by both Parties
☐ Installation and Commissioning Plan (Exhibit C) completed
☐ Acceptance Testing Procedure (Exhibit C) documented
☐ Training schedule (Exhibit D) confirmed
☐ Maintenance schedule (Exhibit E) confirmed
☐ Louisiana sales tax exemption certificates collected (if applicable)
☐ UCC-1 Financing Statement filed (if security interest reserved)
☐ Site preparation requirements communicated to Buyer
☐ Insurance requirements confirmed
☐ REDHIBITION framework confirmed (NOT UCC Article 2 warranty)
☐ All guidance comments removed from final version
☐ Agreement reviewed by attorney licensed in Louisiana
☐ Both Parties' authorized representatives have executed the Agreement

END OF AGREEMENT