Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Michigan UCC-Compliant)

TABLE OF CONTENTS

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

Exhibits:

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

1. DOCUMENT HEADER AND RECITALS

EQUIPMENT PURCHASE AND SALE AGREEMENT

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

SELLER:

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

BUYER:

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

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

RECITALS

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

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

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

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

2. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Terms defined in MCL Chapter 440 (Michigan UCC) and not otherwise defined herein shall have the meanings ascribed to them by that chapter.

"Acceptance" means Buyer's acceptance of the Equipment in accordance with Section 7 hereof and MCL 440.2606 (UCC § 2-606).

"Applicable Law" means all federal, state, and local laws, statutes, codes, ordinances, rules, and regulations applicable to the transactions contemplated by this Agreement, including Michigan's Uniform Commercial Code (MCL Chapter 440).

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

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

"Conforming Equipment" means Equipment that conforms to the Specifications, warranties, and requirements of this Agreement in all material respects. See MCL 440.2301 (UCC § 2-301).

"Cure Period" means the period during which Seller may cure a non-conforming tender, as provided under MCL 440.2508 (UCC § 2-508).

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

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

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

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

"Hazardous Materials" means any substance or material classified as hazardous, toxic, or a pollutant under any Applicable Law, including RCRA (42 U.S.C. § 6901 et seq.) and Michigan's Natural Resources and Environmental Protection Act (MCL 324.101 et seq.).

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

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

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

"Lien" means any mortgage, pledge, security interest, encumbrance, lien, or charge of any kind, including any construction lien under Michigan's Construction Lien Act (MCL 570.1101 et seq.).

"PMSI" means a purchase-money security interest as defined in MCL 440.9103 (UCC § 9-103).

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

"Rejection" means Buyer's rejection of non-conforming Equipment in accordance with MCL 440.2601 (UCC § 2-601) and Section 7 hereof.

"Revocation of Acceptance" means Buyer's revocation of a prior acceptance of Equipment in accordance with MCL 440.2608 (UCC § 2-608).

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

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

3. SALE AND PURCHASE OF EQUIPMENT

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

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

3.3 Entire Agreement for Equipment. This Agreement, together with all Exhibits, constitutes the entire agreement between the Parties with respect to the Equipment. Additional or different terms in any Buyer purchase order, Seller order acknowledgment, or other document shall not modify this Agreement unless accepted in a writing signed by both Parties. See MCL 440.2207 (UCC § 2-207).

3.4 Change Orders. Either Party may propose changes to the Specifications, Delivery Date, or other terms by written change order. No change order shall be effective unless agreed to in writing by both Parties, including any adjustment to the Purchase Price or schedule.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

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

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

4.3 Country of Origin and Compliance. Seller shall identify the country of origin for the Equipment and all major components. The Equipment shall comply with all applicable federal, state, and local safety standards, including OSHA regulations (29 C.F.R. Parts 1900–1999) and Michigan Occupational Safety and Health Act (MIOSHA, MCL 408.1001 et seq.).

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

5. PRICING AND PAYMENT TERMS

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

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

5.3 Invoicing. Seller shall submit invoices to Buyer at the address (or email) specified above. Each invoice shall reference this Agreement, the applicable milestone, and shall include sufficient detail to permit Buyer's verification.

5.4 Payment Method. All payments shall be made by [wire transfer / ACH / check] to the account designated by Seller in writing.

5.5 Late Payment Interest.

(a) Any undisputed amount not paid when due shall bear interest from the due date until paid at the rate of [____]% per annum (or, if no rate is specified, at the rate of seven percent (7%) per annum per MCL 438.31).

(b) In the event of a judgment based on this Agreement, interest shall accrue at the rate specified herein, up to a maximum of thirteen percent (13%) per annum compounded annually, per MCL 600.6013(6).

(c) The right to interest on late payments shall not limit either Party's other remedies for breach.

5.6 Disputed Invoices. Buyer may withhold payment of any amount that Buyer disputes in good faith, provided Buyer: (a) pays all undisputed amounts when due; (b) delivers written notice to Seller specifying the disputed amount and basis for the dispute within [15 / 30] days of receipt of the invoice; and (c) works in good faith to resolve the dispute.

5.7 Right of Setoff. Buyer may, upon written notice, set off against amounts owed to Seller any amounts that Seller owes to Buyer under this Agreement or any related agreement, subject to MCL 440.2711 (UCC § 2-711).

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms. Seller shall deliver the Equipment to:

Delivery Location: [________________________________]

Delivery shall be [FOB Origin / FOB Destination / DDP / DAP / other Incoterm] (the "Delivery Terms"). The Parties acknowledge that the allocation of risk of loss under the selected Delivery Terms is intended to control over any default UCC provisions.

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

6.3 Packaging and Shipping. Seller shall pack the Equipment in a manner adequate to protect against damage during transit and handling, in accordance with industry standards and carrier requirements. Seller shall include with each shipment a packing list identifying all items, quantities, and serial numbers.

6.4 Title and Risk of Loss. Unless otherwise provided by the Delivery Terms:

(a) Title to the Equipment shall pass to Buyer upon [delivery to carrier / delivery to Delivery Location / Acceptance], subject to Seller's retention of a security interest under Section 16 (if applicable).

(b) Risk of Loss shall pass in accordance with the Delivery Terms selected in Section 6.1 and MCL 440.2509–440.2510 (UCC §§ 2-509, 2-510).

(c) Defective or Non-Conforming Equipment. Risk of loss for non-conforming Equipment remains with Seller until cure or acceptance. MCL 440.2510 (UCC § 2-510).

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

(a) Seller shall install the Equipment in accordance with the Installation plan set forth in Exhibit C.

(b) Buyer shall provide Seller with reasonable access to the Delivery Location, adequate power supply, environmental conditions, and other site requirements specified in Exhibit C.

(c) Seller's installation personnel shall comply with all Buyer site rules and Applicable Law, including MIOSHA requirements (MCL 408.1001 et seq.).

6.6 Commissioning. Following Installation, Seller shall perform Commissioning tests as described in Exhibit C to verify that the Equipment operates in conformity with the Specifications. Seller shall provide Buyer with a written Commissioning report.

6.7 Liquidated Damages for Late Delivery. If Seller fails to deliver the Equipment by the Scheduled Delivery Date (as extended by any agreed change order or Force Majeure Event), Buyer shall be entitled to liquidated damages in the amount of [____]% of the Purchase Price for each [calendar day / week] of delay, up to a maximum of [____]% of the Purchase Price. Such liquidated damages represent a genuine pre-estimate of Buyer's anticipated losses. If the delay exceeds [____] days, Buyer may terminate this Agreement under Section 18.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection. Buyer shall have a reasonable opportunity to inspect the Equipment before Acceptance, per MCL 440.2513 (UCC § 2-513).

7.2 Inspection Period. Buyer shall have [____] Business Days following the later of (a) delivery of the Equipment to the Delivery Location or (b) completion of Commissioning (the "Inspection Period") to inspect and test the Equipment.

7.3 Acceptance. Acceptance occurs when Buyer:

(a) Expressly signifies to Seller in writing that the Equipment conforms;

(b) Fails to make an effective rejection within the Inspection Period after a reasonable opportunity to inspect; or

(c) Does any act inconsistent with Seller's ownership not excused under this Agreement.

MCL 440.2606 (UCC § 2-606).

7.4 Rejection. If the Equipment fails in any respect to conform to this Agreement, Buyer may reject the whole, accept the whole, or accept any commercial unit(s) and reject the rest. MCL 440.2601 (UCC § 2-601). Buyer shall provide written notice specifying the non-conformity. Buyer shall hold rejected Equipment with reasonable care at Seller's risk and expense.

7.5 Seller's Right to Cure. If Buyer rejects Equipment and the time for performance has not expired, Seller may notify Buyer of its intention to cure and make a conforming tender within the contract period. If Buyer rejects a tender Seller had reasonable grounds to believe would be acceptable, Seller has a further reasonable time to substitute a conforming tender. MCL 440.2508 (UCC § 2-508).

7.6 Revocation of Acceptance. Buyer may revoke acceptance of Equipment whose non-conformity substantially impairs its value if: (a) Buyer accepted on the reasonable assumption that non-conformity would be cured and it has not been seasonably cured; or (b) Buyer accepted without discovery of the non-conformity and acceptance was reasonably induced by difficulty of discovery or Seller's assurances. MCL 440.2608 (UCC § 2-608).

7.7 Consequences of Rejection or Revocation. Upon effective rejection or revocation, Buyer has the same rights and duties as if the goods had been rejected, including the right to cancel and recover payments. MCL 440.2608(3) (UCC § 2-608(3)).

8. WARRANTIES

8.1 Express Warranty. Seller warrants that for a period of [____] months following the date of Acceptance (the "Warranty Period"), the Equipment shall:

(a) Conform to the Specifications set forth in Exhibit A;

(b) Be free from defects in materials, workmanship, and design;

(c) Operate in accordance with Seller's published operating manuals and documentation;

(d) Be new and not refurbished, rebuilt, or remanufactured (unless expressly stated otherwise); and

(e) Comply with all Applicable Law, including applicable safety standards.

These express warranties are created pursuant to MCL 440.2313 (UCC § 2-313).

8.2 Warranty of Title. Seller warrants good and marketable title to the Equipment, free and clear of all Liens, and that the transfer will not infringe any third party's Intellectual Property Rights. MCL 440.2312 (UCC § 2-312).

8.3 Implied Warranties. The implied warranty of merchantability (MCL 440.2314; UCC § 2-314) and the implied warranty of fitness for a particular purpose (MCL 440.2315; UCC § 2-315) are [retained in full / limited to the Warranty Period / modified as follows: _______________].

8.4 Warranty Remedies. During the Warranty Period, if any Defect is discovered, Seller shall, at Buyer's election:

(a) Repair or replace the Defective Equipment or component at Seller's sole cost, including shipping, labor, and materials; or

(b) Refund the portion of the Purchase Price allocable to the Defective Equipment.

Repair or replacement shall be completed within [____] Business Days of notice. Repaired or replaced Equipment shall be warranted for the remainder of the original Warranty Period or [____] days, whichever is longer.

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

9. REPRESENTATIONS

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

(a) Seller is duly organized, validly existing, and in good standing under the laws of its state of organization and is authorized to do business in Michigan;

(b) Seller has full power and authority to enter into and perform this Agreement;

(c) Execution and performance does not conflict with any agreement to which Seller is a party;

(d) The Equipment does not infringe any third party's Intellectual Property Rights;

(e) Seller is in compliance with all Applicable Law;

(f) There is no pending or threatened litigation that would materially affect performance; and

(g) All information Seller has provided regarding the Equipment is accurate and complete in all material respects.

9.2 Buyer's Representations. Buyer represents and warrants that:

(a) Buyer is duly organized, validly existing, and in good standing;

(b) Buyer has full power and authority to enter into and perform this Agreement; and

(c) Execution and performance does not conflict with any agreement to which Buyer is a party.

10. TRAINING AND DOCUMENTATION

10.1 Technical Documentation. Seller shall deliver to Buyer, no later than the Delivery Date, complete technical documentation including: operation manuals; maintenance and service manuals; parts lists; electrical, pneumatic, and hydraulic schematics (as applicable); software/firmware documentation; safety data sheets; and certificates of compliance.

10.2 Training. Seller shall provide training to Buyer's personnel in accordance with the Training Schedule in Exhibit D, covering safe operation, routine maintenance, troubleshooting, and emergency shutdown procedures.

10.3 Training Location and Cost. Training shall be conducted at [Buyer's facility / Seller's facility / other]. The cost of training is [included in the Purchase Price / $[AMOUNT] per session / as specified in Exhibit D].

10.4 Additional Training. Additional training sessions available at Seller's then-current rates.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Preventive Maintenance. Seller shall provide preventive maintenance during the Warranty Period per Exhibit E. Post-Warranty maintenance available under separate agreement or at Seller's then-current rates.

11.2 Spare Parts Availability. Seller warrants that replacement parts shall be available for a minimum of [____] years following Acceptance. Seller shall give at least [12 / 24] months' advance written notice before discontinuing any part.

11.3 Response Time. During the Warranty Period, Seller shall respond to service requests within [____] hours and have qualified service personnel on-site within [____] hours.

11.4 Remote Diagnostics. If the Equipment supports remote diagnostics, Buyer grants Seller limited access for diagnostics only, subject to confidentiality obligations in Section 15.

12. INDEMNIFICATION

12.1 Seller's Indemnification. Seller shall indemnify, defend, and hold harmless Buyer and its officers, directors, employees, agents, and affiliates from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

(a) Breach of Seller's representations, warranties, or obligations;

(b) Defects in the Equipment, including product liability claims;

(c) Infringement of third-party Intellectual Property Rights;

(d) Seller's negligence, willful misconduct, or violation of Applicable Law; and

(e) Claims by Seller's employees or subcontractors arising from work at Buyer's premises.

12.2 Buyer's Indemnification. Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, agents, and affiliates from any losses arising from:

(a) Breach of Buyer's representations or obligations;

(b) Buyer's misuse or unauthorized modification of the Equipment; and

(c) Buyer's negligence or willful misconduct.

12.3 Indemnification Procedure. The Indemnified Party shall give prompt written notice, grant the indemnifying Party control of the defense, and provide reasonable cooperation. Failure to give prompt notice shall not relieve the indemnifying Party except to the extent actually prejudiced.

13. LIMITATION OF LIABILITY

13.1 Consequential Damages Limitation. EXCEPT FOR (A) SELLER'S IP INDEMNIFICATION OBLIGATIONS, (B) BREACH OF CONFIDENTIALITY, OR (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF ACTION.

13.2 Liability Cap. EXCEPT FOR IP INDEMNIFICATION, BREACH OF CONFIDENTIALITY, OR GROSS NEGLIGENCE/WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED [THE PURCHASE PRICE / $[AMOUNT]].

13.3 Essential Purpose. These limitations apply even if any limited remedy fails of its essential purpose. MCL 440.2719(2) (UCC § 2-719(2)).

14. INTELLECTUAL PROPERTY

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

14.2 Embedded Software License. Seller grants Buyer a non-exclusive, perpetual, non-transferable (except with a transfer of the Equipment) license to use embedded software solely in connection with Equipment operation.

14.3 Buyer's IP. Specifications, designs, and technical data provided by Buyer remain Buyer's property. Seller shall not use such materials outside this Agreement without written consent.

14.4 IP Infringement Defense. If the Equipment becomes subject to an IP claim, Seller shall at its cost: (a) procure the right to continue using the Equipment; (b) modify or replace it to be non-infringing; or (c) if neither is practicable, accept return and refund the Purchase Price less reasonable depreciation.

15. CONFIDENTIALITY

15.1 Definition. "Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, whether oral, written, electronic, or tangible, including trade secrets, technical data, business plans, financial information, customer lists, pricing, and the terms of this Agreement.

15.2 Obligations. The Receiving Party shall: (a) maintain Confidential Information in strict confidence using at least reasonable care; (b) not disclose to third parties except as permitted; and (c) use solely for performing under this Agreement.

15.3 Permitted Disclosures. Disclosure is permitted to employees, agents, and contractors with a need to know and bound by comparable confidentiality obligations, and as required by law or court order with prompt notice to the Disclosing Party (to the extent legally permissible).

15.4 Exclusions. Confidential Information excludes information that: (a) is publicly available through no fault of the Receiving Party; (b) was already in the Receiving Party's possession without restriction; (c) is independently developed without reference to Confidential Information; or (d) is received from a third party without restriction.

15.5 Trade Secret Protection. Certain Confidential Information may constitute trade secrets under the Michigan UTSA (MCL 445.1901 et seq.) and the federal DTSA (18 U.S.C. § 1836 et seq.). The obligations of this Section are in addition to statutory protections. Note: Michigan UTSA statute of limitations is three (3) years from discovery of misappropriation (MCL 445.1907).

15.6 DTSA Notice. Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held liable under trade secret law for disclosures made in confidence to a government official or attorney for the purpose of reporting or investigating a suspected violation of law, or in a sealed court filing.

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

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Title Retention.

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

☐ Option B — Title Retained Until Full Payment. Seller retains title until Buyer has paid the Purchase Price in full. Until title passes, Buyer shall not encumber or transfer the Equipment, shall keep it identifiable, and shall maintain insurance per Section 20.5.

16.2 Grant of Security Interest. If Option B is selected or if any portion of the Purchase Price is deferred, Buyer grants Seller a PMSI in the Equipment and all proceeds to secure payment.

16.3 Perfection. Seller may file a UCC-1 financing statement with the Michigan Secretary of State (MCL 440.9501). Buyer authorizes filing. Seller shall file within twenty (20) days of Buyer's receipt of possession to preserve PMSI priority (MCL 440.9324(a); UCC § 9-324(a)).

16.4 Filing Details.

• Filing Office: Michigan Department of State, UCC Division
• Online Filing: Michigan SOS Portal
• Filing Fee: Approximately $20 (electronic), subject to change
• Michigan Note: The Secretary of State is required to send written notice to individual debtors upon filing (MCL 440.9523)

16.5 Release. Within [____] Business Days following payment in full, Seller shall file a UCC-3 termination statement and deliver release documents to Buyer.

16.6 Buyer's Cooperation. Buyer shall execute such documents as reasonably requested to perfect, maintain, and enforce Seller's security interest.

17. DEFAULT AND REMEDIES

17.1 Events of Default. Each of the following constitutes an "Event of Default":

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

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

(c) Seller's failure to cure a Defect within the time specified in Section 8.4;

(d) A material breach of any representation, warranty, or covenant uncured for [____] days after written notice;

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

(f) Anticipatory repudiation of a material obligation. MCL 440.2610 (UCC § 2-610).

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

(a) Withhold delivery of undelivered Equipment;

(b) Stop delivery in transit (MCL 440.2705; UCC § 2-705);

(c) Resell and recover the difference (MCL 440.2706; UCC § 2-706);

(d) Recover the price for accepted Equipment (MCL 440.2709; UCC § 2-709);

(e) Recover damages for non-acceptance (MCL 440.2708; UCC § 2-708); and

(f) Exercise secured party remedies under MCL Chapter 440 Article 9, including repossession (MCL 440.9609; UCC § 9-609).

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

(a) Reject non-conforming Equipment (Section 7.4);

(b) Revoke acceptance (Section 7.6);

(c) Cancel and recover payments (MCL 440.2711; UCC § 2-711);

(d) Cover and recover the difference (MCL 440.2712; UCC § 2-712);

(e) Recover damages for non-delivery (MCL 440.2713; UCC § 2-713); and

(f) Obtain specific performance (MCL 440.2716; UCC § 2-716).

17.4 Cumulative Remedies. Remedies are cumulative and in addition to other remedies at law or equity. MCL 440.2719 (UCC § 2-719).

17.5 Statute of Limitations. Actions for breach must be commenced within four (4) years after accrual. MCL 440.2725 (UCC § 2-725). The Parties [do / do not] agree to reduce the period to [____] year(s) (minimum one year).

18. TERM AND TERMINATION

18.1 Effective Date and 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 an Event of Default occurs and the defaulting Party fails to cure within the applicable cure period.

18.3 Termination for Insolvency. Either Party may terminate immediately upon written notice if the other Party becomes insolvent, makes an assignment for creditors' benefit, files for bankruptcy, or has a receiver appointed.

18.4 Termination for Convenience. Buyer may terminate for convenience upon [____] days' written notice. Buyer shall pay for Equipment delivered and accepted, work-in-process at documented cost, and reasonable non-cancellable commitments.

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

19. DISPUTE RESOLUTION

19.1 Negotiation. The Parties shall first attempt resolution through good-faith negotiation between senior representatives for not less than [30] days.

19.2 Mediation. If negotiation is unsuccessful, the Parties shall submit to non-binding mediation in [Detroit / Grand Rapids / Lansing / ____________], Michigan, before a mutually agreed mediator. Costs shared equally.

19.3 Litigation / Arbitration.

☐ Option A — Litigation. Each Party irrevocably submits to the exclusive jurisdiction of the Michigan Circuit Court for [Wayne / Kent / Ingham / Oakland / ____________] County and the United States District Court for the [Eastern / Western] District of Michigan.

☐ Option B — Arbitration. Disputes not resolved by mediation shall be determined by binding arbitration under [AAA / JAMS] Commercial Rules, in [Detroit / Grand Rapids], Michigan, before [one / three] arbitrator(s).

19.4 Jury Waiver.

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

Buyer Initials: ________ Seller Initials: ________

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

20. GENERAL PROVISIONS

20.1 Governing Law. This Agreement shall be governed by the laws of the State of Michigan, including Michigan's UCC (MCL Chapter 440), without regard to conflict-of-law principles requiring application of another jurisdiction's laws.

20.2 Notices. All notices shall be in writing and deemed given when: (a) delivered personally; (b) sent by overnight courier; (c) sent by certified mail, return receipt requested; or (d) sent by email with confirmed receipt.

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

20.4 Force Majeure. Neither Party shall be liable for failure or delay in performing any non-monetary obligation caused by events beyond reasonable control, including acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, government action, or supply chain disruption. The affected Party shall give prompt written notice, mitigate effects, and resume performance as soon as practicable. If a Force Majeure Event continues for more than [____] days, the unaffected Party may terminate.

20.5 Insurance.

(a) Seller: CGL insurance of at least $[AMOUNT] per occurrence and $[AMOUNT] aggregate; products/completed operations coverage; workers' compensation as required by Michigan law (MCL 418.101 et seq.).

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

20.6 Taxes.

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

(b) Buyer is responsible for Michigan sales tax (6%, MCL 205.52) or use tax (MCL 205.93), unless Buyer provides a valid exemption certificate (Michigan Form 3372).

(c) Equipment qualifying for the industrial processing exemption under MCL 205.54t requires Buyer to certify that the Equipment will be used primarily (over 50%) in industrial processing.

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

20.7 Compliance with Laws. Each Party shall comply with all Applicable Law, including anti-corruption laws, export controls, and MIOSHA (MCL 408.1001 et seq.).

20.8 Independent Contractors. The Parties are independent contractors. Nothing herein creates an agency, partnership, or employment relationship.

20.9 Severability. If any provision is held invalid, the remaining provisions remain in full force. The invalid provision shall be modified to the minimum extent necessary.

20.10 Waiver. No waiver is effective unless in writing and signed by the waiving Party.

20.11 Electronic Signatures.

This Agreement may be executed by electronic signature in accordance with Michigan's Uniform Electronic Transactions Act (MCL 450.831–450.849) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.). An electronic signature has the same legal effect as an original ink signature.

20.12 Counterparts. This Agreement may be executed in counterparts, each an original and together one instrument.

20.13 Entire Agreement. This Agreement and all Exhibits constitute the entire agreement and supersede all prior agreements, understandings, and discussions.

20.14 Amendment. No amendment except by written instrument signed by both Parties.

20.15 Michigan Consumer Protection Act Notice. If any transaction is subject to the Michigan Consumer Protection Act (MCL 445.901 et seq.), unfair, unconscionable, or deceptive methods, acts, or practices in trade or commerce are prohibited and may give rise to damages including actual damages or $250, whichever is greater, plus attorneys' fees.

20.16 Headings. Section headings are for convenience only.

21. EXECUTION BLOCK

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

SELLER:

BUYER:

JURY WAIVER ACKNOWLEDGMENT:

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

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

EXHIBIT A — EQUIPMENT SPECIFICATIONS

Performance Specifications:
[________________________________]

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

Required Utilities / Site Conditions:

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

EXHIBIT B — PRICE SCHEDULE AND PAYMENT MILESTONES

Michigan Sales Tax Note: Michigan state sales tax is 6% (MCL 205.52) with no additional local sales tax. If Buyer claims the industrial processing exemption (MCL 205.54t), Buyer must provide a valid Michigan Form 3372 exemption certificate.

EXHIBIT C — INSTALLATION AND COMMISSIONING PLAN

Installation Schedule:

Commissioning Criteria:
[________________________________]

EXHIBIT D — TRAINING SCHEDULE

EXHIBIT E — MAINTENANCE AND SERVICE TERMS

Warranty-Period Maintenance:

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

Post-Warranty Maintenance Options:

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

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

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

Spare Parts Guaranteed Availability Period: [____] years from Acceptance

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