Equipment Sales Agreement

EQUIPMENT PURCHASE AND SALE AGREEMENT

Commonwealth of Massachusetts

This Equipment Purchase and Sale Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between the following parties:

ARTICLE 1: PARTIES AND EFFECTIVE DATE

SELLER:

BUYER:

EFFECTIVE DATE: [__/__/____]

Seller and Buyer are sometimes referred to individually as a "Party" and collectively as the "Parties."

ARTICLE 2: DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

2.1 "Acceptance" means Buyer's acknowledgment, express or implied, that the Equipment conforms to the specifications and requirements of this Agreement, in accordance with M.G.L. c. 106, § 2-606.

2.2 "Business Day" means any day other than a Saturday, Sunday, or legal holiday in the Commonwealth of Massachusetts.

2.3 "Conforming Goods" means Equipment that conforms to all express and implied warranties and specifications set forth in this Agreement.

2.4 "Delivery Date" means the date on which the Equipment is to be delivered to the Delivery Location as specified in Article 6.

2.5 "Delivery Location" means the location designated in Article 6 where the Equipment shall be delivered.

2.6 "Equipment" means the machinery, apparatus, tools, devices, or other tangible personal property described in Article 3, including all components, parts, accessories, manuals, and documentation.

2.7 "Force Majeure Event" means any event beyond the reasonable control of a Party, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

2.8 "Inspection Period" means the period specified in Article 7 during which Buyer may inspect and test the Equipment.

2.9 "Merchant" means a person who deals in goods of the kind sold under this Agreement or otherwise holds themselves out as having knowledge or skill peculiar to the practices or goods involved in the transaction, as defined in M.G.L. c. 106, § 2-104.

2.10 "Non-Conforming Goods" means Equipment that fails to conform to the specifications, warranties, or other requirements set forth in this Agreement.

2.11 "Purchase Price" means the total consideration to be paid by Buyer for the Equipment as set forth in Article 4.

2.12 "Specifications" means the technical specifications, performance standards, and other requirements for the Equipment as set forth in Exhibit A.

2.13 "UCC" means the Massachusetts Uniform Commercial Code, M.G.L. c. 106, as amended.

2.14 "Warranty Period" means the period during which warranties provided under this Agreement remain in effect, as specified in Article 9.

ARTICLE 3: EQUIPMENT DESCRIPTION

3.1 Equipment Identification

Seller agrees to sell and Buyer agrees to purchase the following Equipment:

(Attach additional pages if necessary)

3.2 Technical Specifications

The Equipment shall conform to the technical specifications set forth in:

☐ Exhibit A attached hereto and incorporated by reference
☐ Manufacturer's published specifications dated [__/__/____]
☐ The following specifications: [________________________________]

3.3 Included Items

The Equipment includes the following:

☐ Operating manuals and documentation
☐ Maintenance manuals and service guides
☐ Installation instructions
☐ Software and licenses (if applicable)
☐ Spare parts: [________________________________]
☐ Accessories: [________________________________]
☐ Tools required for operation: [________________________________]
☐ Training materials
☐ Certificates of compliance/conformity
☐ Other: [________________________________]

3.4 Year of Manufacture

Equipment Year of Manufacture: [____]

3.5 Equipment History (for Used/Refurbished Equipment)

☐ Not applicable (new equipment)
☐ Previous owner(s): [________________________________]
☐ Hours of operation: [________________________________]
☐ Maintenance history attached as Exhibit B
☐ Known defects or issues: [________________________________]
☐ Refurbishment details: [________________________________]

ARTICLE 4: PURCHASE PRICE AND PAYMENT TERMS

4.1 Purchase Price

4.2 Sales Tax

☐ Buyer is responsible for all applicable Massachusetts sales and use taxes
☐ Buyer claims exemption from sales tax (Exemption Certificate attached as Exhibit C)
☐ Sales tax included in Purchase Price

Massachusetts Sales Tax Registration Number (if applicable): [________________________________]

4.3 Payment Schedule

Payment shall be made according to the following schedule:

4.4 Payment Method

Payment shall be made by:

☐ Wire transfer to:

• Bank Name: [________________________________]
• Account Name: [________________________________]
• Account Number: [________________________________]
• Routing Number: [________________________________]
• SWIFT Code (for international): [________________________________]

☐ Check payable to: [________________________________]

☐ ACH transfer to: [________________________________]

☐ Letter of Credit (terms attached as Exhibit D)

☐ Other: [________________________________]

4.5 Late Payment

(a) Any payment not received within [____] days of the due date shall bear interest at the rate of [____]% per annum, or the maximum rate permitted under M.G.L. c. 107, § 3 and M.G.L. c. 231, § 6C, whichever is less, calculated from the due date until paid in full.

(b) The default interest rate shall not exceed six percent (6%) per annum unless the Parties have agreed in writing to a higher rate for business debts, which shall not exceed eighteen percent (18%) per annum pursuant to M.G.L. c. 231, § 6C.

(c) Buyer shall also be responsible for all reasonable costs of collection, including attorneys' fees, if payment is not made when due.

4.6 Currency

All amounts stated in this Agreement are in United States Dollars (USD).

4.7 Security Interest

☐ Seller retains a purchase money security interest in the Equipment until the Purchase Price is paid in full
☐ Buyer grants Seller permission to file a UCC-1 Financing Statement
☐ Not applicable

ARTICLE 5: TITLE AND RISK OF LOSS

5.1 Passage of Title

Title to the Equipment shall pass from Seller to Buyer:

☐ Upon full payment of the Purchase Price
☐ Upon delivery of the Equipment to the Delivery Location
☐ Upon Acceptance of the Equipment by Buyer
☐ Other: [________________________________]

5.2 Risk of Loss

In accordance with M.G.L. c. 106, § 2-509, risk of loss shall pass from Seller to Buyer:

☐ Shipment Contract (F.O.B. Origin): Risk of loss passes to Buyer when Equipment is duly delivered to the carrier at:
Location: [________________________________]

☐ Destination Contract (F.O.B. Destination): Risk of loss passes to Buyer when Equipment is duly tendered at the Delivery Location:
Location: [________________________________]

☐ Other arrangement: [________________________________]

5.3 Insurance During Transit

☐ Seller shall maintain insurance during transit with coverage of at least $[________________________________]
☐ Buyer shall arrange and pay for transit insurance
☐ Insurance costs included in Purchase Price

Insurance carrier: [________________________________]
Policy number: [________________________________]

5.4 Effect of Breach on Risk of Loss

Pursuant to M.G.L. c. 106, § 2-510:

(a) If tender or delivery of the Equipment fails to conform to this Agreement so as to give Buyer a right of rejection, the risk of loss remains on Seller until cure or Acceptance.

(b) If Buyer rightfully revokes Acceptance, Buyer may treat the risk of loss as having rested on Seller from the beginning to the extent of any deficiency in Buyer's effective insurance coverage.

(c) If Buyer repudiates or otherwise breaches before risk of loss has passed, Seller may treat the risk of loss as resting on Buyer for a commercially reasonable time to the extent of any deficiency in Seller's effective insurance coverage.

ARTICLE 6: DELIVERY AND SHIPPING

6.1 Delivery Location

Equipment shall be delivered to:

Address: [________________________________]
City, State, ZIP: [________________________________]
Attention: [________________________________]
Telephone: [________________________________]
Delivery Hours: [________________________________]

6.2 Delivery Date

Scheduled Delivery Date: [__/__/____]

☐ Time is of the essence with respect to the Delivery Date
☐ Delivery Date is approximate; Seller shall provide [____] days advance notice of actual delivery

6.3 Shipping Method

☐ Common carrier selected by Seller
☐ Common carrier selected by Buyer: [________________________________]
☐ Seller's own vehicles
☐ Buyer pickup at Seller's location
☐ Other: [________________________________]

6.4 Shipping Costs

☐ Included in Purchase Price
☐ Seller's responsibility
☐ Buyer's responsibility
☐ Allocated as follows: [________________________________]

6.5 Packaging Requirements

Seller shall package the Equipment in accordance with:

☐ Industry standard packaging for equipment of this type
☐ Manufacturer's recommended packaging specifications
☐ The following specific requirements: [________________________________]

6.6 Delivery Documentation

Seller shall provide the following documentation upon delivery:

☐ Bill of Lading
☐ Packing list
☐ Certificate of Origin
☐ Commercial invoice
☐ Inspection certificate
☐ Other: [________________________________]

6.7 Partial Shipments

☐ Partial shipments are permitted
☐ Partial shipments are not permitted without Buyer's prior written consent

6.8 Delay in Delivery

(a) If Seller anticipates a delay in delivery, Seller shall notify Buyer in writing within [____] Business Days of becoming aware of the delay, stating the reason for the delay and the revised estimated delivery date.

(b) If delivery is delayed more than [____] days beyond the scheduled Delivery Date (other than due to Force Majeure or Buyer's actions), Buyer may:

☐ Terminate this Agreement and receive a full refund of amounts paid
☐ Accept late delivery and receive a credit of [____]% of the Purchase Price for each [____] days of delay, up to a maximum of [____]%
☐ Other: [________________________________]

ARTICLE 7: INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

Pursuant to M.G.L. c. 106, § 2-513, Buyer shall have the right to inspect the Equipment before Acceptance. Buyer shall have [____] Business Days from the date of delivery to inspect and test the Equipment ("Inspection Period").

7.2 Inspection Procedures

During the Inspection Period, Buyer may:

☐ Visually inspect the Equipment for damage or defects
☐ Test the Equipment's operation and performance
☐ Verify conformance with Specifications
☐ Verify completeness of delivery (all components, accessories, documentation)
☐ Conduct the following specific tests: [________________________________]

7.3 Acceptance

Acceptance of the Equipment shall occur upon the earliest of:

(a) Buyer's written notice of Acceptance;
(b) Buyer's use of the Equipment in production or operations (other than for testing);
(c) Buyer's failure to reject the Equipment within the Inspection Period; or
(d) Payment of the final payment (if final payment is due upon Acceptance).

7.4 Rejection of Non-Conforming Goods

Pursuant to M.G.L. c. 106, §§ 2-601 and 2-602:

(a) If the Equipment fails to conform to this Agreement in any respect, Buyer may:

☐ Reject the entire shipment;
☐ Accept the entire shipment;
☐ Accept any commercial unit(s) and reject the rest.

(b) Rejection must be made within the Inspection Period and must be in writing, specifying the nature of the non-conformity.

(c) Upon rejection, Buyer shall:

• Hold the Equipment with reasonable care at Seller's disposition;
• Follow Seller's reasonable instructions regarding the rejected Equipment; and
• Not use or dispose of the Equipment without Seller's consent.

7.5 Seller's Right to Cure

Pursuant to M.G.L. c. 106, § 2-508:

(a) If the time for performance has not yet expired, Seller may notify Buyer of its intention to cure and may deliver conforming Equipment within the contract time.

(b) If Buyer rejects Non-Conforming Goods that Seller had reasonable grounds to believe would be acceptable, Seller may have a further reasonable time to substitute conforming Equipment if Seller seasonably notifies Buyer.

7.6 Revocation of Acceptance

Pursuant to M.G.L. c. 106, § 2-608, Buyer may revoke Acceptance of Equipment whose non-conformity substantially impairs its value to Buyer if:

(a) Buyer accepted on the reasonable assumption that the non-conformity would be cured and it has not been seasonably cured; or

(b) Buyer accepted without discovery of the non-conformity and such Acceptance was reasonably induced by the difficulty of discovery before Acceptance or by Seller's assurances.

ARTICLE 8: INSTALLATION AND TRAINING

8.1 Installation Services

☐ Not included in this Agreement
☐ Included in Purchase Price
☐ Available at additional cost of $[________________________________]

If installation is included or purchased:

(a) Installation Location: [________________________________]

(b) Installation Date: Installation shall be completed within [____] days of delivery.

(c) Site Requirements: Buyer shall ensure the installation site meets the following requirements:

• Electrical: [________________________________]
• Environmental: [________________________________]
• Space: [________________________________]
• Foundation/flooring: [________________________________]
• Other: [________________________________]

(d) Buyer's Responsibilities:
☐ Provide site access during normal business hours
☐ Ensure adequate power supply
☐ Provide lifting equipment (if required)
☐ Clear installation area
☐ Other: [________________________________]

(e) Seller's Responsibilities:
☐ Provide qualified installation technicians
☐ Perform installation in accordance with manufacturer specifications
☐ Test Equipment after installation
☐ Provide installation completion certificate
☐ Other: [________________________________]

8.2 Training Services

☐ Not included in this Agreement
☐ Included in Purchase Price
☐ Available at additional cost of $[________________________________]

If training is included or purchased:

(a) Training Location:
☐ Buyer's facility
☐ Seller's facility
☐ Remote/online training
☐ Other: [________________________________]

(b) Training Duration: [____] hours/days

(c) Number of Trainees: Up to [____] personnel

(d) Training Content:
☐ Equipment operation
☐ Safety procedures
☐ Routine maintenance
☐ Troubleshooting
☐ Other: [________________________________]

(e) Training Materials:
☐ User manuals
☐ Training guides
☐ Video tutorials
☐ Other: [________________________________]

ARTICLE 9: WARRANTIES

9.1 Express Warranties

Seller expressly warrants that:

(a) Title Warranty: Seller has good and marketable title to the Equipment, free and clear of all liens, encumbrances, and security interests, except as disclosed in writing to Buyer.

(b) Authority Warranty: Seller has the full right, power, and authority to enter into this Agreement and to sell the Equipment.

(c) Conformance Warranty: The Equipment shall conform to the Specifications and descriptions set forth in this Agreement and any exhibits attached hereto.

(d) Workmanship Warranty: The Equipment is free from defects in materials and workmanship under normal use and service.

(e) Performance Warranty: The Equipment shall perform in accordance with the performance standards set forth in the Specifications for a period of [____] months from the date of Acceptance.

(f) New Equipment Warranty (if applicable): The Equipment is new and has not been previously used, demonstrated, or reconditioned (except as expressly stated in Article 3).

(g) Compliance Warranty: The Equipment complies with all applicable federal, state, and local laws, regulations, and standards, including but not limited to safety and environmental regulations.

9.2 Implied Warranty of Merchantability

Pursuant to M.G.L. c. 106, § 2-314, Seller, as a Merchant with respect to equipment of this kind, warrants that the Equipment shall be merchantable. To be merchantable, the Equipment must:

(a) Pass without objection in the trade under the contract description;
(b) Be of fair average quality within the description;
(c) Be fit for the ordinary purposes for which such equipment is used;
(d) Be of even kind, quality, and quantity within each unit and among all units involved;
(e) Be adequately contained, packaged, and labeled as required by the Agreement; and
(f) Conform to any promises or affirmations of fact made on the container or label.

9.3 Implied Warranty of Fitness for Particular Purpose

Pursuant to M.G.L. c. 106, § 2-315:

☐ Applicable: Seller has reason to know the particular purpose for which the Equipment is required, which is: [________________________________]. Buyer is relying on Seller's skill and judgment to select and furnish Equipment suitable for this purpose. Seller warrants that the Equipment shall be fit for this particular purpose.

☐ Not Applicable: Buyer is not relying on Seller's skill or judgment to select equipment suitable for any particular purpose.

9.4 Warranty Period

The warranties set forth in this Article 9 shall remain in effect for:

☐ [____] months from the date of Acceptance
☐ [____] months from the date of delivery
☐ [____] months from the date of installation completion
☐ Other: [________________________________]

9.5 Warranty Exclusions

The warranties set forth herein shall not apply to defects or failures resulting from:

(a) Misuse, neglect, or abuse of the Equipment;
(b) Unauthorized modification, alteration, or repair of the Equipment;
(c) Operation of the Equipment outside the parameters specified in the operating manual;
(d) Failure to perform recommended maintenance;
(e) Normal wear and tear;
(f) Damage caused by accident, fire, flood, or other casualty;
(g) Use of non-approved parts, accessories, or consumables;
(h) Damage during shipping (if risk of loss has passed to Buyer);
(i) Damage caused by Buyer's facilities (e.g., inadequate power supply, improper environment);
(j) Other: [________________________________]

9.6 Warranty Claims Procedure

To make a warranty claim, Buyer must:

(a) Notify Seller in writing within [____] days of discovering the defect or non-conformity;

(b) Provide a detailed description of the defect or failure, including:

• Date defect was discovered
• Description of the defect
• Operating conditions at time of failure
• Any error messages or codes
• Photographs (if applicable)

(c) Allow Seller reasonable access to inspect the Equipment;

(d) Not attempt to repair or modify the Equipment without Seller's prior written consent;

(e) Submit claims to:
Address: [________________________________]
Email: [________________________________]
Phone: [________________________________]

9.7 Warranty Remedies

Upon a valid warranty claim, Seller shall, at Seller's sole option:

(a) Repair the defective Equipment;
(b) Replace the defective Equipment or parts with new or refurbished equivalents;
(c) Refund the Purchase Price (or allocable portion thereof) for the defective Equipment.

Seller shall complete warranty repairs or provide replacement within [____] Business Days of receiving the warranty claim.

9.8 Pass-Through Warranties

Seller assigns to Buyer, to the extent assignable, any warranties provided by the original manufacturer or any third-party component supplier. Seller shall cooperate with Buyer in pursuing any such third-party warranty claims.

ARTICLE 10: DISCLAIMER OF WARRANTIES

10.1 Disclaimer

IMPORTANT: MASSACHUSETTS CONSUMER PROTECTION NOTICE

Pursuant to M.G.L. c. 106, § 2-316A, any attempt to exclude or modify implied warranties of merchantability and fitness for a particular purpose is UNENFORCEABLE in consumer transactions. The disclaimers in this Article 10 apply ONLY to commercial transactions between business entities.

10.2 "As Is" Disclaimer (If Applicable)

☐ This section does NOT apply - Equipment is sold with full warranties

☐ This section DOES apply - Equipment is sold "AS IS"

If checked above, the Equipment is sold "AS IS," "WHERE IS," AND "WITH ALL FAULTS."

Pursuant to M.G.L. c. 106, § 2-316(3)(a), the following disclaimer applies:

EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.3 Disclaimer of Implied Warranty of Merchantability

☐ This section does NOT apply - Implied warranty of merchantability is included

☐ This section DOES apply - Implied warranty of merchantability is disclaimed

If checked above, pursuant to M.G.L. c. 106, § 2-316(2), the following disclaimer applies:

SELLER HEREBY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY. THE EQUIPMENT IS SOLD WITHOUT ANY WARRANTY THAT IT IS MERCHANTABLE OR FIT FOR ANY GENERAL PURPOSE.

10.4 Disclaimer of Implied Warranty of Fitness for Particular Purpose

☐ This section does NOT apply - Implied warranty of fitness is included

☐ This section DOES apply - Implied warranty of fitness is disclaimed

If checked above, pursuant to M.G.L. c. 106, § 2-316(2), the following disclaimer applies:

THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. SELLER MAKES NO WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, AND BUYER ACKNOWLEDGES THAT BUYER IS NOT RELYING ON SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH EQUIPMENT SUITABLE FOR ANY PARTICULAR PURPOSE.

10.5 Acknowledgment

Buyer acknowledges that:

(a) Buyer has read and understands the warranty disclaimers set forth above;
(b) The disclaimers are conspicuous and written in clear language;
(c) Buyer has had the opportunity to inspect the Equipment (or has declined to do so);
(d) The Purchase Price reflects the allocation of risk set forth in these disclaimers;
(e) Buyer is a business entity and this is a commercial transaction.

Buyer's Initials: [____]

ARTICLE 11: LIMITATION OF LIABILITY

11.1 Limitation on Consequential and Incidental Damages

Pursuant to M.G.L. c. 106, § 2-719(3):

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business
• Loss of use of the Equipment
• Cost of substitute equipment or services
• Loss of data or software
• Business interruption
• Loss of goodwill or reputation

WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Direct Damages

THE TOTAL LIABILITY OF SELLER UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE, SHALL NOT EXCEED:

☐ The Purchase Price paid by Buyer for the Equipment
☐ $[________________________________]
☐ Other: [________________________________]

11.3 Exceptions to Limitation

The limitations set forth in this Article 11 shall NOT apply to:

(a) Seller's indemnification obligations under Article 12;
(b) Claims arising from Seller's gross negligence or willful misconduct;
(c) Claims arising from Seller's breach of the title warranty;
(d) Personal injury or death caused by defects in the Equipment;
(e) Fraud or intentional misrepresentation;
(f) Other: [________________________________]

11.4 Essential Purpose

The Parties acknowledge that the limitations on liability set forth in this Article 11 are a fundamental element of the basis of the bargain between the Parties and that Seller would not have entered into this Agreement without such limitations. The Parties intend that the limitations on liability shall apply even if any limited remedy provided herein fails of its essential purpose, pursuant to M.G.L. c. 106, § 2-719(2).

11.5 Statute of Limitations

Any action for breach of warranty or other claims under this Agreement must be commenced within [____] years after the cause of action accrues, in accordance with M.G.L. c. 106, § 2-725.

Buyer's Initials: [____]

ARTICLE 12: INDEMNIFICATION

12.1 Seller's Indemnification

Seller shall defend, indemnify, and hold harmless Buyer, its officers, directors, employees, agents, successors, and assigns ("Buyer Indemnitees") from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) Any defect in the Equipment that causes personal injury or property damage;
(b) Any breach of Seller's representations, warranties, or obligations under this Agreement;
(c) Any claim that the Equipment infringes or misappropriates any patent, copyright, trademark, trade secret, or other intellectual property right of a third party;
(d) Any violation of applicable laws or regulations by Seller;
(e) Seller's negligence or willful misconduct;
(f) Any claim by a third party asserting an interest in the Equipment arising from Seller's actions prior to the transfer of title.

12.2 Buyer's Indemnification

Buyer shall defend, indemnify, and hold harmless Seller, its officers, directors, employees, agents, successors, and assigns ("Seller Indemnitees") from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) Buyer's use, operation, or modification of the Equipment after Acceptance;
(b) Any breach of Buyer's representations, warranties, or obligations under this Agreement;
(c) Any violation of applicable laws or regulations by Buyer;
(d) Buyer's negligence or willful misconduct;
(e) Any claim arising from Buyer's failure to maintain the Equipment in accordance with Seller's instructions.

12.3 Indemnification Procedures

(a) Notice: The indemnified Party shall promptly notify the indemnifying Party in writing of any claim for which indemnification is sought. Failure to provide prompt notice shall not relieve the indemnifying Party of its obligations except to the extent the indemnifying Party is actually prejudiced by such failure.

(b) Defense: The indemnifying Party shall have the right to assume control of the defense of any claim, at its expense, with counsel of its choice. The indemnified Party shall cooperate fully with the indemnifying Party in the defense of any claim.

(c) Settlement: The indemnifying Party shall not settle any claim without the prior written consent of the indemnified Party if such settlement would impose any liability or obligation on the indemnified Party or would not include a full release of the indemnified Party.

(d) Participation: The indemnified Party may participate in the defense of any claim at its own expense and with counsel of its choice.

12.4 Intellectual Property Indemnification Remedies

If any Equipment becomes, or in Seller's opinion is likely to become, the subject of an infringement claim, Seller may, at its option and expense:

(a) Procure for Buyer the right to continue using the Equipment;
(b) Replace or modify the Equipment to make it non-infringing; or
(c) Accept return of the Equipment and refund the Purchase Price (less reasonable depreciation).

ARTICLE 13: DEFAULT AND REMEDIES

13.1 Events of Default

Each of the following shall constitute an Event of Default:

Buyer Events of Default:
(a) Failure to make any payment when due and such failure continues for [____] days after written notice;
(b) Failure to accept delivery of conforming Equipment;
(c) Repudiation of this Agreement;
(d) Material breach of any representation, warranty, or obligation under this Agreement;
(e) Buyer becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy protection.

Seller Events of Default:
(a) Failure to deliver the Equipment by the Delivery Date (subject to permitted delays);
(b) Delivery of Non-Conforming Goods that Seller fails to cure;
(c) Repudiation of this Agreement;
(d) Material breach of any representation, warranty, or obligation under this Agreement;
(e) Seller becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy protection.

13.2 Buyer's Remedies

Upon an Event of Default by Seller, Buyer may exercise any one or more of the following remedies pursuant to M.G.L. c. 106, Article 2:

(a) Cancel the Agreement (M.G.L. c. 106, § 2-711);
(b) Recover payments made plus damages (M.G.L. c. 106, § 2-711);
(c) Cover by purchasing substitute equipment and recover the difference between the cover price and the Purchase Price (M.G.L. c. 106, § 2-712);
(d) Recover damages for non-delivery equal to the difference between the market price and the Purchase Price (M.G.L. c. 106, § 2-713);
(e) Recover identified goods if Seller becomes insolvent (M.G.L. c. 106, § 2-502);
(f) Obtain specific performance where the Equipment is unique or in other proper circumstances (M.G.L. c. 106, § 2-716);
(g) Recover incidental and consequential damages (subject to limitations in Article 11) (M.G.L. c. 106, § 2-715);
(h) Deduct damages from unpaid price after proper notification (M.G.L. c. 106, § 2-717).

13.3 Seller's Remedies

Upon an Event of Default by Buyer, Seller may exercise any one or more of the following remedies pursuant to M.G.L. c. 106, Article 2:

(a) Withhold delivery of the Equipment (M.G.L. c. 106, § 2-703);
(b) Stop delivery of Equipment in transit (M.G.L. c. 106, § 2-705);
(c) Resell the Equipment and recover the difference between the resale price and the Purchase Price (M.G.L. c. 106, § 2-706);
(d) Recover damages for non-acceptance equal to the difference between the market price and the Purchase Price (M.G.L. c. 106, § 2-708);
(e) Recover the Purchase Price for Equipment accepted or for conforming Equipment that Seller is unable to resell (M.G.L. c. 106, § 2-709);
(f) Cancel the Agreement (M.G.L. c. 106, § 2-703);
(g) Recover incidental damages (M.G.L. c. 106, § 2-710).

13.4 Liquidated Damages

☐ Not applicable

☐ Applicable - The Parties agree that in the event of [________________________________], the non-breaching Party shall be entitled to liquidated damages in the amount of $[________________________________]. The Parties acknowledge that this amount represents a reasonable estimate of actual damages, which would be difficult to calculate, and is not a penalty. This provision is intended to comply with M.G.L. c. 106, § 2-718.

13.5 Cumulative Remedies

All remedies under this Agreement are cumulative and not exclusive. Exercise of any remedy shall not preclude exercise of any other remedy available at law or in equity.

13.6 Preservation of Rights

A Party's failure or delay in exercising any right or remedy shall not constitute a waiver of that right or remedy. A waiver of any right or remedy must be in writing to be effective.

ARTICLE 14: REPRESENTATIONS AND WARRANTIES OF THE PARTIES

14.1 Seller's Representations and Warranties

Seller represents and warrants to Buyer that:

(a) Seller is a duly organized and validly existing entity under the laws of its state of organization;
(b) Seller has the full power and authority to enter into and perform this Agreement;
(c) This Agreement constitutes a valid and binding obligation of Seller;
(d) The execution and performance of this Agreement does not violate any law or other agreement binding on Seller;
(e) Seller owns the Equipment free and clear of all liens and encumbrances (except as disclosed);
(f) Seller is not aware of any litigation, claim, or proceeding that would affect Seller's ability to perform this Agreement;
(g) All information provided by Seller regarding the Equipment is true and accurate.

14.2 Buyer's Representations and Warranties

Buyer represents and warrants to Seller that:

(a) Buyer is a duly organized and validly existing entity under the laws of its state of organization;
(b) Buyer has the full power and authority to enter into and perform this Agreement;
(c) This Agreement constitutes a valid and binding obligation of Buyer;
(d) The execution and performance of this Agreement does not violate any law or other agreement binding on Buyer;
(e) Buyer has the financial capacity to perform its payment obligations under this Agreement.

ARTICLE 15: CONFIDENTIALITY

15.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with this Agreement, including but not limited to:

(a) Technical data, trade secrets, and know-how;
(b) Business information, pricing, and financial data;
(c) Customer and supplier lists;
(d) Product plans and specifications;
(e) The terms and conditions of this Agreement.

15.2 Obligations

The Receiving Party shall:

(a) Maintain the confidentiality of all Confidential Information;
(b) Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent;
(c) Use Confidential Information only for purposes of this Agreement;
(d) Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

15.3 Exceptions

Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the Receiving Party;
(b) Was rightfully in the Receiving Party's possession prior to disclosure;
(c) Is rightfully obtained from a third party without restriction;
(d) Is independently developed by the Receiving Party without use of Confidential Information;
(e) Is required to be disclosed by law, regulation, or court order (provided the Receiving Party gives prompt notice to the Disclosing Party).

15.4 Term

Confidentiality obligations shall survive for [____] years after the termination or expiration of this Agreement.

ARTICLE 16: GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, including the Massachusetts Uniform Commercial Code (M.G.L. c. 106), without regard to its conflicts of law principles.

16.2 Jurisdiction and Venue

The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in:

☐ Suffolk County, Massachusetts
☐ Middlesex County, Massachusetts
☐ [________________________________] County, Massachusetts

for any action arising out of or relating to this Agreement.

16.3 Alternative Dispute Resolution

Prior to initiating litigation, the Parties agree to attempt to resolve any dispute through:

☐ Negotiation: The Parties shall first attempt to resolve any dispute through good faith negotiations between senior representatives for a period of [____] days.

☐ Mediation: If negotiation fails, the Parties shall submit the dispute to mediation administered by:
☐ American Arbitration Association
☐ JAMS
☐ Other: [________________________________]
Location: [________________________________]
The Parties shall share mediation costs equally.

☐ Arbitration: If mediation fails (or in lieu of litigation), disputes shall be resolved by binding arbitration administered by:
☐ American Arbitration Association under its Commercial Arbitration Rules
☐ JAMS under its Comprehensive Arbitration Rules
☐ Other: [________________________________]

Number of arbitrators: ☐ One ☐ Three
Location: [________________________________]
The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

☐ Not Applicable: The Parties shall proceed directly to litigation.

16.4 Waiver of Jury Trial

☐ Applicable: EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Buyer's Initials: [____] Seller's Initials: [____]

☐ Not Applicable: The Parties reserve the right to a jury trial.

16.5 Attorneys' Fees

In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

ARTICLE 17: GENERAL PROVISIONS

17.1 Entire Agreement

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and agreements between the Parties.

17.2 Amendments

This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties.

17.3 Assignment

Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that:

(a) Either Party may assign this Agreement to an affiliate or subsidiary;
(b) Either Party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Any purported assignment in violation of this Section shall be void.

17.4 Notices

All notices under this Agreement shall be in writing and shall be deemed given when:

(a) Delivered personally;
(b) Sent by confirmed email;
(c) One Business Day after deposit with a nationally recognized overnight courier; or
(d) Three Business Days after mailing by certified mail, return receipt requested.

Notices shall be sent to the addresses set forth in Article 1 or to such other address as a Party may designate by notice.

17.5 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent.

17.6 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No waiver shall constitute a waiver of any other provision or a continuing waiver.

17.7 Force Majeure

Neither Party shall be liable for any failure or delay in performance due to a Force Majeure Event. The affected Party shall promptly notify the other Party of the Force Majeure Event and use reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than [____] days, either Party may terminate this Agreement upon written notice.

17.8 Relationship of Parties

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

17.9 Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement confers any rights on any third party.

17.10 Survival

The following provisions shall survive the expiration or termination of this Agreement: Article 2 (Definitions), Article 9 (Warranties, to the extent of the Warranty Period), Article 10 (Disclaimer of Warranties), Article 11 (Limitation of Liability), Article 12 (Indemnification), Article 15 (Confidentiality), Article 16 (Governing Law and Dispute Resolution), and this Article 17.

17.11 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement.

17.12 Electronic Signatures

Pursuant to the Massachusetts Uniform Electronic Transactions Act (M.G.L. c. 110G), electronic signatures shall have the same legal effect as original signatures.

17.13 Headings

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

17.14 Construction

This Agreement shall be construed without regard to any presumption against the Party that drafted it. The word "including" means "including without limitation."

ARTICLE 18: EXHIBITS AND ATTACHMENTS

The following exhibits and attachments are incorporated into and made a part of this Agreement:

☐ Exhibit A: Technical Specifications
☐ Exhibit B: Equipment History and Maintenance Records
☐ Exhibit C: Sales Tax Exemption Certificate
☐ Exhibit D: Letter of Credit Terms
☐ Exhibit E: Installation Requirements
☐ Exhibit F: Training Program Outline
☐ Exhibit G: [________________________________]
☐ Exhibit H: [________________________________]

ARTICLE 19: SIGNATURES

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

SELLER:

[________________________________]
(Legal Name of Seller)

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

BUYER:

[________________________________]
(Legal Name of Buyer)

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

ACKNOWLEDGMENT AND ACCEPTANCE CHECKLIST

Prior to execution, the Parties confirm:

☐ All blank fields have been completed or marked as not applicable
☐ All applicable exhibits have been attached
☐ Both Parties have reviewed the warranty provisions
☐ Both Parties have reviewed and initialed the disclaimer provisions (Article 10)
☐ Both Parties have reviewed and initialed the limitation of liability provisions (Article 11)
☐ Both Parties have initialed the jury waiver (if applicable)
☐ Purchase Price and payment terms have been verified
☐ Delivery date and location have been confirmed
☐ Equipment specifications have been verified
☐ Massachusetts-licensed counsel has reviewed this Agreement

EXHIBIT A: TECHNICAL SPECIFICATIONS

(Attach detailed technical specifications, performance standards, and requirements for the Equipment)

[________________________________]

EXHIBIT B: EQUIPMENT HISTORY AND MAINTENANCE RECORDS

(For used or refurbished equipment, attach maintenance history, repair records, and any known issues)

[________________________________]

EXHIBIT C: SALES TAX EXEMPTION CERTIFICATE

(If Buyer claims sales tax exemption, attach Massachusetts Sales Tax Exemption Certificate)

[________________________________]