Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Maine UCC-Compliant — 11 M.R.S. Article 2)

TABLE OF CONTENTS

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

1. DOCUMENT HEADER AND RECITALS

EQUIPMENT PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of [__/__/____] (the "Effective Date"), is entered into by and between:

SELLER:
Name: [________________________________]
Entity Type: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
EIN: [________________________________]
(hereinafter "Seller")

BUYER:
Name: [________________________________]
Entity Type: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
EIN: [________________________________]
(hereinafter "Buyer")

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

RECITALS

WHEREAS, Seller is the owner of certain equipment more particularly described in Exhibit A attached hereto (the "Equipment");

WHEREAS, Buyer desires to purchase, and Seller desires to sell, the Equipment on the terms and conditions set forth herein;

WHEREAS, the Parties intend this Agreement to constitute a contract for the sale of goods governed by Article 2 of the Maine Uniform Commercial Code, 11 M.R.S. §§ 2-101 to 2-725;

WHEREAS, the Equipment has a total purchase price equal to or exceeding Five Hundred Dollars ($500.00), and this Agreement satisfies the writing requirement of the Statute of Frauds, 11 M.R.S. § 2-201;

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

2. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

"Acceptance" means Buyer's acceptance of the Equipment in accordance with Section 7 and 11 M.R.S. § 2-606.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

"Applicable Law" means all federal, state, and local laws, statutes, regulations, rules, and ordinances applicable to the transactions contemplated by this Agreement, including the Maine UCC (11 M.R.S.).

"Business Day" means any day other than a Saturday, Sunday, or day on which commercial banks in the State of Maine are authorized or required by law to close.

"Closing" means the completion of the sale and purchase transaction, including payment of the Purchase Price and delivery of title to the Equipment.

"Commissioning" means the process of verifying that the Equipment operates in accordance with the Specifications after Installation.

"Confidential Information" has the meaning set forth in Section 15.

"Conforming Goods" means Equipment that conforms to the Specifications and the requirements of this Agreement, as determined under 11 M.R.S. § 2-601.

"Delivery Point" means [________________________________] or as otherwise specified in Exhibit C.

"Equipment" means the goods, machinery, and related items described in Exhibit A, including all accessories, attachments, manuals, and documentation.

"Force Majeure Event" has the meaning set forth in Section 20.5.

"Installation" means the physical setup, assembly, and connection of the Equipment at the Buyer's designated location.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien, or charge of any kind.

"Person" means any individual, corporation, partnership, limited liability company, trust, association, or other entity.

"PMSI" means a purchase money security interest as defined in 11 M.R.S. § 9-1103(b)(1).

"Purchase Price" has the meaning set forth in Section 5.1.

"Rejection" means Buyer's rejection of nonconforming Equipment pursuant to 11 M.R.S. §§ 2-601, 2-602.

"Specifications" means the technical specifications, performance standards, and requirements set forth in Exhibit A.

"UCC" means the Uniform Commercial Code as adopted in the State of Maine, 11 M.R.S. §§ 1-101 et seq.

"Warranty Period" means the period commencing on the date of Acceptance and continuing for [____] months thereafter.

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell and Purchase

Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and deliver to Buyer, and Buyer agrees to purchase from Seller, the Equipment described in Exhibit A, free and clear of all Liens other than Permitted Liens identified in Exhibit B.

3.2 Bill of Sale

At Closing, Seller shall deliver to Buyer an executed bill of sale in form reasonably acceptable to Buyer, conveying good and marketable title to the Equipment.

3.3 Quantity

The quantity of Equipment shall be as specified in Exhibit A. Under 11 M.R.S. § 2-201, the Agreement is not enforceable beyond the quantity of goods shown in this writing.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Equipment Description

The Equipment includes all items listed in Exhibit A, which shall include for each item: description, model number, manufacturer, serial number(s), year of manufacture, condition (new or used), performance specifications, and included accessories.

4.2 Modifications

No modification to the Equipment Specifications shall be effective unless agreed to in writing by both Parties. Any modification affecting the Purchase Price shall be documented in a written amendment.

4.3 Substitution

Seller shall not substitute equipment materially different from the Specifications without Buyer's prior written consent. Any unauthorized substitution constitutes a nonconformity under 11 M.R.S. § 2-601.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price

Buyer shall pay to Seller a total purchase price of $[________________________________] (the "Purchase Price") for the Equipment, as detailed in Exhibit B.

5.2 Payment Schedule

The Purchase Price shall be paid as follows:

☐ Lump Sum. The entire Purchase Price is due on or before [__/__/____].

☐ Milestone Payments.

• Deposit: $[________________________________] ([____]%) due upon execution of this Agreement
• Upon shipment: $[________________________________] ([____]%)
• Upon delivery to Delivery Point: $[________________________________] ([____]%)
• Upon Acceptance: $[________________________________] ([____]%)

☐ Installment Payments. [________________________________]

5.3 Payment Method

All payments shall be made in United States Dollars by:
☐ Wire transfer ☐ ACH transfer ☐ Certified check ☐ Other: [________________________________]

5.4 Late Payment Interest

Any amount not paid when due shall bear interest at the rate of [____]% per annum, or, if no rate is specified, at the rate determined under 14 M.R.S. § 1602-C (the one-year U.S. Treasury bill rate at the last auction preceding September 30 of the prior year, plus 2 percentage points, rounded to the nearest tenth), from the due date until paid in full.

Maine Interest Rate Note: Maine does not have a general usury statute for commercial transactions. Prejudgment interest under 14 M.R.S. § 1602-B accrues at the contract rate (if specified) or at the T-bill rate + 3% for non-contract claims. Post-judgment interest under 14 M.R.S. § 1602-C accrues at the contract rate or T-bill rate + 6%, whichever is greater. Parties are free to set a contractual rate for commercial transactions.

5.5 Taxes

(a) The Purchase Price does not include applicable taxes unless expressly stated.

(b) Maine Sales and Use Tax. Maine imposes a 5.5% sales and use tax on tangible personal property (36 M.R.S. § 1811). Buyer is responsible for all applicable taxes.

(c) Exemptions. Equipment used directly and primarily in the production of tangible personal property for later sale or use may qualify for exemption under 36 M.R.S. § 1760(31). Equipment used directly and exclusively in research and development is also exempt. Buyer claiming an exemption shall provide Seller a valid Maine Industrial Users Blanket Sales Tax Certificate of Exemption. A 95% exemption on fuel and electricity used in manufacturing is also available under 36 M.R.S. § 2013.

(d) Buyer shall indemnify Seller for any tax, penalty, or interest assessed against Seller resulting from Buyer's invalid exemption claim.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

Seller shall deliver the Equipment to the Delivery Point under the following terms:

☐ FCA (Free Carrier) — Incoterms 2020, at [________________________________]
☐ FOB Origin — 11 M.R.S. § 2-319
☐ FOB Destination — 11 M.R.S. § 2-319
☐ Other: [________________________________]

Delivery shall occur no later than [__/__/____] (the "Delivery Date").

6.2 Shipping and Transportation

(a) Shipping costs shall be borne by: ☐ Seller ☐ Buyer ☐ Split: [________________________________]

(b) Seller shall pack and crate the Equipment in accordance with industry standards to prevent damage during transit.

(c) Seller shall provide Buyer written notice of shipment, including carrier name, tracking information, and estimated arrival date, at least [____] Business Days before arrival.

6.3 Risk of Loss

Risk of loss and damage to the Equipment shall pass from Seller to Buyer in accordance with 11 M.R.S. § 2-509:

☐ Upon tender of delivery at the Delivery Point (FOB Destination)
☐ Upon delivery to carrier (FOB Origin)
☐ Other: [________________________________]

6.4 Installation

☐ Seller-Performed Installation. Seller shall install the Equipment at Buyer's facility at [________________________________] per the Installation Plan (Exhibit C).

☐ Buyer-Performed Installation. Buyer is responsible for installation. Seller shall provide installation instructions and reasonable technical support.

☐ Third-Party Installation. Installation by [________________________________].

6.5 Commissioning

Following Installation, the Equipment shall undergo commissioning tests as described in Exhibit C. The Equipment is deemed successfully commissioned when it meets the performance criteria in the Specifications for a continuous period of [____] hours/days.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

Buyer shall have the right to inspect the Equipment within [____] Business Days following delivery (or following completion of Installation and Commissioning, if applicable) (the "Inspection Period"), pursuant to 11 M.R.S. § 2-513.

7.2 Acceptance

Acceptance occurs upon the earliest of: (a) Buyer's written notice of acceptance; (b) Buyer's use of the Equipment in normal operations (other than for testing), constituting acceptance under 11 M.R.S. § 2-606(1)(c); or (c) expiration of the Inspection Period without a timely Rejection Notice.

7.3 Rejection

(a) If the Equipment fails to conform, Buyer may reject in whole or in part under 11 M.R.S. § 2-601 by delivering a written Rejection Notice within the Inspection Period specifying the nonconformities.

(b) Upon rejection, Buyer shall hold the Equipment with reasonable care at Seller's disposition per 11 M.R.S. § 2-602(2)(b).

7.4 Seller's Right to Cure

Upon receipt of a timely Rejection Notice, Seller may cure the nonconformity within [____] days under 11 M.R.S. § 2-508 by repairing, replacing, or providing a price adjustment acceptable to Buyer.

7.5 Revocation of Acceptance

Buyer may revoke acceptance under 11 M.R.S. § 2-608 if a nonconformity substantially impairs the Equipment's value to Buyer and: (a) acceptance was made on the reasonable assumption the nonconformity would be cured and it has not been seasonably cured; or (b) acceptance was without discovery of the nonconformity, reasonably induced by difficulty of discovery or Seller's assurances.

8. WARRANTIES

8.1 Express Warranty

Seller expressly warrants that: (a) the Equipment shall conform to the Specifications in Exhibit A; (b) the Equipment shall be free from defects in materials and workmanship for the Warranty Period; (c) the Equipment shall perform substantially in accordance with written performance guarantees; and (d) all statements of fact, descriptions, samples, and models that became part of the basis of the bargain create express warranties under 11 M.R.S. § 2-313.

8.2 Implied Warranty of Merchantability

Unless disclaimed in Section 8.5, the Equipment shall be merchantable under 11 M.R.S. § 2-314, meaning it shall pass without objection in the trade, be fit for ordinary purposes, and conform to label or container promises.

8.3 Implied Warranty of Fitness for Particular Purpose

If Seller knows any particular purpose for which Buyer requires the Equipment and that Buyer is relying on Seller's skill or judgment, the Equipment shall be fit for such purpose under 11 M.R.S. § 2-315.

8.4 Warranty Period and Claims

(a) Warranty claims must be submitted in writing during the Warranty Period. (b) Seller shall repair or replace nonconforming Equipment within [____] Business Days of a valid claim. (c) Repaired or replaced Equipment is warranted for the remainder of the original Warranty Period or [____] days, whichever is longer.

8.5 Warranty Disclaimer (Optional)

☐ EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY (11 M.R.S. § 2-314) AND FITNESS FOR A PARTICULAR PURPOSE (11 M.R.S. § 2-315). THIS DISCLAIMER IS CONSPICUOUS AS REQUIRED BY 11 M.R.S. § 2-316(2).

Maine Practice Note: Under 11 M.R.S. § 2-316(2), exclusion of the implied warranty of merchantability must mention "merchantability" and be conspicuous if in writing. Exclusion of the implied warranty of fitness must be in writing and conspicuous. Language such as "as is" or "with all faults" may exclude all implied warranties under § 2-316(3)(a).

9. REPRESENTATIONS

9.1 Mutual Representations

Each Party represents that: (a) it is duly organized, validly existing, and in good standing under its jurisdiction of organization; (b) it has full power and authority to enter into and perform this Agreement; (c) this Agreement constitutes a legal, valid, and binding obligation; (d) execution does not violate any Applicable Law or material agreement.

9.2 Seller's Representations

Seller additionally represents that: (a) Seller has good and marketable title to the Equipment, free and clear of all Liens except as disclosed in Exhibit B; (b) the Equipment complies with Applicable Laws, including OSHA standards; (c) no pending or threatened litigation relates to the Equipment; (d) Seller has disclosed all known material defects; (e) the Equipment is not subject to any recall or safety investigation.

9.3 Buyer's Representations

Buyer additionally represents that: (a) Buyer has adequate financial resources to fulfill its payment obligations; (b) Buyer shall use the Equipment in compliance with all Applicable Laws and manufacturer guidelines.

10. TRAINING AND DOCUMENTATION

10.1 Training

☐ Seller shall provide [____] hours of training for up to [____] of Buyer's personnel at ☐ Buyer's facility ☐ Seller's facility ☐ Other: [________________________________].

☐ Training not included.

10.2 Documentation

Seller shall provide: (a) operating and maintenance manuals; (b) safety data sheets; (c) parts lists and diagrams; (d) warranty certificates from OEMs, if applicable; (e) certificates of compliance or calibration, if applicable.

10.3 Training Schedule

Training shall be conducted per the Training Schedule in Exhibit D.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Warranty-Period Maintenance

During the Warranty Period, Seller shall provide maintenance and repair at no additional cost for defects covered by the warranties in Section 8.

11.2 Post-Warranty Maintenance

☐ Parties shall enter into a separate maintenance agreement per Exhibit E.
☐ Seller shall offer post-warranty services at then-current rates.
☐ Not applicable.

11.3 Response Time

During the Warranty Period, Seller shall respond to service requests within [____] Business Days and complete repairs within [____] Business Days, subject to parts availability.

11.4 Spare Parts

Seller shall use commercially reasonable efforts to maintain spare parts availability for [____] years after the Effective Date.

12. INDEMNIFICATION

12.1 Seller's Indemnification

Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) breach of Seller's representations, warranties, or obligations; (b) defects in the Equipment existing at delivery; (c) undisclosed Liens; (d) infringement of third-party intellectual property rights.

12.2 Buyer's Indemnification

Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates from and against all claims arising from: (a) Buyer's use or modification of the Equipment after Acceptance (except to the extent caused by Seller's breach); (b) breach of Buyer's representations or obligations; (c) invalid tax exemption certificates.

12.3 Indemnification Procedure

(a) Prompt written notice of any claim; (b) the indemnifying Party controls defense; (c) the indemnified Party cooperates at indemnifying Party's expense; (d) no settlement without indemnified Party's consent if it imposes obligations on the indemnified Party.

13. LIMITATION OF LIABILITY

13.1 Liability Cap

EXCEPT FOR (A) INDEMNIFICATION UNDER SECTION 12, (B) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (C) BREACH OF TITLE WARRANTY, OR (D) PERSONAL INJURY OR DEATH, AGGREGATE LIABILITY SHALL NOT EXCEED THE PURCHASE PRICE (THE "LIABILITY CAP") OR $[________________________________], IF SPECIFIED.

13.2 Consequential Damages Waiver

EXCEPT FOR THE CARVE-OUTS ABOVE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY. THIS LIMITATION SHALL APPLY TO THE EXTENT PERMITTED BY 11 M.R.S. § 2-719.

14. INTELLECTUAL PROPERTY

14.1 Ownership

Seller retains all intellectual property rights in patents, trademarks, copyrights, trade secrets, and proprietary technology embodied in the Equipment, except as expressly transferred.

14.2 License Grant

Seller grants Buyer a non-exclusive, non-transferable, royalty-free license to use any embedded software, firmware, or proprietary technology included with the Equipment solely for operating, maintaining, and repairing the Equipment.

14.3 Infringement Defense

If infringement is claimed, Seller shall at its option: (a) procure the right for Buyer to continue use; (b) modify the Equipment to be non-infringing; or (c) replace with non-infringing equipment of equivalent functionality.

15. CONFIDENTIALITY

15.1 Definition

"Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, including technical data, trade secrets, pricing, and agreement terms.

15.2 Obligations

Each Party shall: (a) maintain confidentiality using at least the same care as for its own confidential information, but no less than reasonable care; (b) not disclose to third parties without consent, except to employees, agents, or advisors with a need to know bound by confidentiality obligations; (c) use solely for Agreement purposes.

15.3 Exclusions

Information that: (a) becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party; (c) is independently developed; or (d) must be disclosed by law (with prompt notice to enable a protective order).

15.4 Trade Secrets

Information qualifying as a "trade secret" under the Maine Uniform Trade Secrets Act (10 M.R.S. §§ 1541–1548) is protected for as long as it retains trade secret status. Remedies for misappropriation include injunctive relief (§ 1543) and damages including unjust enrichment (§ 1544). The statute of limitations for misappropriation is three (3) years (§ 1546).

15.5 Duration

Except for trade secrets (protected indefinitely), confidentiality obligations survive for [____] years after termination or expiration.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Passage of Title

Title passes from Seller to Buyer upon:
☐ Payment of the Purchase Price in full
☐ Delivery of the Equipment
☐ Acceptance of the Equipment
☐ Other: [________________________________]

16.2 Title Retention

☐ Title Retention Clause. Seller retains title until the Purchase Price is paid in full. Buyer shall maintain the Equipment in good condition, keep it insured, not sell or encumber it, and permit Seller inspection upon reasonable notice.

16.3 Purchase Money Security Interest (PMSI)

☐ PMSI Elected. Buyer grants Seller a PMSI in the Equipment and all proceeds under 11 M.R.S. § 9-1103(b)(1).

(a) Perfection. Seller shall file a UCC-1 Financing Statement with the Maine Secretary of State, Bureau of Corporations, Elections and Commissions, pursuant to 11 M.R.S. § 9-1501(a)(2).

(b) Filing Office. Maine Secretary of State, 101 State House Station, Augusta, ME 04333. Online filing available at apps1.web.maine.gov.

(c) PMSI Priority. A perfected PMSI in goods (other than inventory or livestock) has priority over conflicting security interests if perfected when the debtor receives possession or within 20 days thereafter (11 M.R.S. § 9-1324(a)).

(d) Cooperation. Buyer shall execute financing statements and other documents as reasonably requested.

(e) Termination. Within [____] days after full payment, Seller shall file a UCC-3 Termination Statement.

☐ No Security Interest Retained.

17. DEFAULT AND REMEDIES

17.1 Buyer Default

Events of default by Buyer: (a) failure to pay when due, continuing for [____] Business Days after notice; (b) material breach uncured for [____] days after notice; (c) bankruptcy, insolvency, or receivership; (d) unauthorized transfer of Equipment subject to Seller's security interest.

17.2 Seller Default

Events of default by Seller: (a) failure to deliver by the Delivery Date (subject to Force Majeure), continuing for [____] Business Days after notice; (b) delivery of materially nonconforming Equipment and failure to cure under Section 7.4; (c) material breach uncured for [____] days after notice; (d) bankruptcy, insolvency, or receivership.

17.3 Buyer's Remedies

Upon Seller Default, Buyer may pursue remedies under 11 M.R.S. Article 2, Part 7, including: (a) cover under § 2-712; (b) damages for non-delivery (market price minus contract price) under § 2-713; (c) specific performance under § 2-716 where Equipment is unique; (d) recovery of amounts paid; (e) incidental and consequential damages under § 2-715.

17.4 Seller's Remedies

Upon Buyer Default, Seller may: (a) recover the Purchase Price for accepted goods under § 2-709; (b) resell and recover the difference under § 2-706; (c) recover damages for non-acceptance under § 2-708; (d) stop delivery in transit under § 2-705; (e) enforce the PMSI under Article 9, Part 6.

17.5 Cumulative Remedies

All remedies are cumulative and not exclusive. Exercise of one does not preclude any other remedy at law or in equity.

17.6 Statute of Limitations

Actions for breach must be commenced within four (4) years after accrual under 11 M.R.S. § 2-725. The Parties may reduce this period to not less than one (1) year but may not extend it. For non-UCC contract claims, the general six (6) year statute of limitations applies (14 M.R.S. § 752).

18. TERM AND TERMINATION

18.1 Term

This Agreement is effective as of the Effective Date and continues until all obligations are fully performed, unless earlier terminated.

18.2 Termination for Default

Either Party may terminate upon written notice if the other commits a default and fails to cure within the applicable cure period.

18.3 Termination for Insolvency

Either Party may terminate immediately if the other: (a) becomes insolvent; (b) files or has filed against it a bankruptcy petition; (c) makes an assignment for creditors; or (d) has a receiver appointed.

18.4 Effect of Termination

Upon termination: (a) Buyer pays for Equipment delivered and accepted; (b) Seller refunds amounts paid for undelivered or unaccepted Equipment; (c) surviving obligations continue (confidentiality, indemnification, limitation of liability, dispute resolution); (d) each Party returns or destroys the other's Confidential Information.

19. DISPUTE RESOLUTION

19.1 Governing Law

This Agreement is governed by and construed under the laws of the State of Maine, including the Maine UCC (11 M.R.S.), without regard to conflict-of-laws principles. The CISG is expressly excluded.

19.2 Forum Selection

Any action arising from this Agreement shall be brought exclusively in the state or federal courts located in [________________________________] County, Maine. Each Party irrevocably submits to the exclusive jurisdiction of such courts.

19.3 Jury Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY MAINE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Maine Practice Note: The Maine Constitution, Art. I, § 20, preserves the right to jury trial in civil cases. Contractual jury waivers are generally enforceable in Maine commercial contracts when the waiver is knowing, voluntary, and conspicuous. Both Parties should initial this provision.

Buyer Initials: ________ Seller Initials: ________

19.4 Arbitration (Optional)

☐ Arbitration Elected. Disputes shall be resolved by binding arbitration administered by [________________________________] under its [________________________________] Rules, in [________________________________], Maine.

☐ Arbitration Not Elected. Section 19.2 governs all disputes.

19.5 Mediation

Before initiating litigation or arbitration, the Parties shall attempt good faith mediation for not less than [____] days.

19.6 Attorneys' Fees

The prevailing Party shall recover reasonable attorneys' fees, court costs, and expenses from the non-prevailing Party.

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement, including all Exhibits, constitutes the entire agreement and supersedes all prior agreements. Parol evidence is governed by 11 M.R.S. § 2-202.

20.2 Amendments

No amendment is effective unless in writing and signed by both Parties.

20.3 Assignment

Neither Party may assign without the other's prior written consent, except to a successor by merger, consolidation, or sale of substantially all assets, provided the assignee assumes all obligations in writing.

20.4 Notices

All notices shall be in writing and deemed given when delivered personally, sent by overnight courier, or sent by certified mail, return receipt requested, to the addresses in Section 1.

20.5 Force Majeure

Neither Party is liable for failure or delay (other than payment) caused by events beyond reasonable control, including acts of God, fire, flood, pandemic, war, terrorism, government action, or labor disputes. The affected Party shall give prompt notice and use commercially reasonable mitigation efforts. If a Force Majeure Event continues for more than [____] days, either Party may terminate.

20.6 Severability

If any provision is held invalid, the remaining provisions remain in full force and effect.

20.7 Waiver

No waiver is effective unless in writing. No waiver of any breach constitutes a waiver of any subsequent breach. Seller's failure to enforce remedies is not a waiver under 11 M.R.S. § 1-308.

20.8 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts. Electronic signatures are valid under the Maine Uniform Electronic Transaction Act (10 M.R.S. ch. 1051). A signed copy delivered by email (PDF) or other electronic means has the same effect as an original.

20.9 Relationship of Parties

The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

20.10 No Third-Party Beneficiaries

This Agreement benefits only the Parties and their permitted successors and assigns.

20.11 Maine Unfair Trade Practices

The Parties acknowledge that 5 M.R.S. § 207 prohibits unfair or deceptive acts or practices in trade or commerce. Nothing herein is intended to violate such provisions.

21. EXECUTION BLOCK

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

SELLER:

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity: [________________________________]

BUYER:

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity: [________________________________]

EXHIBITS

EXHIBIT A — Equipment Specifications and Serial Numbers

Performance Specifications: [________________________________]

Included Accessories/Attachments: [________________________________]

EXHIBIT B — Price Schedule and Permitted Liens

Permitted Liens (if any): [________________________________]

EXHIBIT C — Installation Plan and Commissioning Procedures

Site Requirements: [________________________________]

Installation Timeline: [________________________________]

Commissioning Tests and Acceptance Criteria: [________________________________]

EXHIBIT D — Training Schedule

EXHIBIT E — Maintenance Terms

Warranty-Period Service Level: [________________________________]

Post-Warranty Maintenance (if applicable): [________________________________]

This template is provided for informational purposes only and does not constitute legal advice. It must be reviewed and customized by a qualified attorney licensed in Maine before use.