Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Minnesota 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]
• Minnesota Secretary of State File Number (if applicable): [FILE #]
• Principal Address: [________________________________]
• Contact: [NAME] | [EMAIL] | [PHONE]

BUYER:

• Legal Name: [BUYER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Minnesota Secretary of State File Number (if applicable): [FILE #]
• 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 Minnesota;

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 Minn. Stat. Ch. 336 (Minnesota UCC) and not otherwise defined herein shall have the meanings ascribed therein.

"Acceptance" means Buyer's acceptance per Section 7 and Minn. Stat. § 336.2-606 (UCC § 2-606).

"Applicable Law" means all federal, state, and local laws, statutes, codes, ordinances, rules, and regulations, including the Minnesota UCC (Minn. Stat. Ch. 336), the Minnesota non-compete ban (§ 181.988), and the Minnesota service contract restrictive covenant ban (§ 181.9881).

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

"Commissioning" means verifying that Equipment operates per Specifications after Installation, per Exhibit C.

"Conforming Equipment" means Equipment conforming in all material respects to Specifications, warranties, and this Agreement. Minn. Stat. § 336.2-301 (UCC § 2-301).

"Cure Period" means the period for Seller to cure non-conforming tender. Minn. Stat. § 336.2-508 (UCC § 2-508).

"Defect" or "Defective" means non-conformity with Specifications, warranties, or Applicable Law.

"Delivery Date" means the delivery date(s) per Exhibit C or as agreed in writing.

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

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

"Hazardous Materials" means any hazardous, toxic, or pollutant substance under Applicable Law, including RCRA (42 U.S.C. § 6901 et seq.) and the Minnesota Environmental Response and Liability Act (MERLA, Minn. Stat. Ch. 115B).

"Installation" means physical placement, assembly, connection, and setup per Exhibit C.

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

"Latent Defect" means a Defect not discoverable through reasonable inspection.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien, or charge, including mechanic's liens under Minn. Stat. Ch. 514.

"PMSI" means a purchase-money security interest per Minn. Stat. § 336.9-103 (UCC § 9-103).

"Purchase Price" means the total price per Exhibit B, exclusive of taxes unless stated.

"Rejection" means Buyer's rejection per Minn. Stat. § 336.2-601 (UCC § 2-601) and Section 7.

"Revocation of Acceptance" means revocation per Minn. Stat. § 336.2-608 (UCC § 2-608).

"Specifications" means the technical requirements in Exhibit A.

"Warranty Period" means the warranty duration under Section 8.1, from Acceptance.

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell and Purchase. Seller agrees to sell, transfer, and deliver, and Buyer agrees to purchase and accept, the Equipment in Exhibit A.

3.2 Scope. Sale of Equipment only — not a lease, license, or bailment. Embedded software licensed per Section 14.

3.3 Entire Agreement. This Agreement and Exhibits are the entire agreement. No modification by additional or different terms in purchase orders or acknowledgments unless accepted in a signed writing. Minn. Stat. § 336.2-207 (UCC § 2-207).

3.4 Change Orders. Written change orders signed by both Parties required.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Specifications. Equipment shall conform to Exhibit A. No material changes without Buyer's written consent.

4.2 Serial Numbers. Unique serial numbers assigned and provided with delivery.

4.3 Compliance. OSHA (29 C.F.R. Parts 1900–1999) and Minnesota OSHA (Minn. Stat. Ch. 182; Minnesota Rules Ch. 5205).

4.4 Nameplate. Required manufacturer nameplate with identifying information and safety markings.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price. $[AMOUNT] per Exhibit B. USD. Firm and fixed.

5.2 Payment Schedule.

5.3 Invoicing. Invoices referencing this Agreement and applicable milestone.

5.4 Payment Method. By [wire transfer / ACH / check].

5.5 Late Payment Interest.

(a) Undisputed amounts not paid when due shall bear interest at [____]% per annum (or, if not specified, six percent (6%) per annum per Minn. Stat. § 334.01).

(b) For commercial transactions of $100,000 or more, no statutory usury limit applies (Minn. Stat. § 334.011).

(c) Judgment Interest Warning. A judgment or award over $50,000 arising from this Agreement shall bear interest at ten percent (10%) per annum until paid, per Minn. Stat. § 549.09(1)(c)(ii). The Parties acknowledge this provision in entering into this Agreement.

5.6 Disputed Invoices. Buyer may withhold disputed amounts in good faith with written notice within [15 / 30] days.

5.7 Right of Setoff. Per Minn. Stat. § 336.2-711 (UCC § 2-711).

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms. Delivery to:

Delivery Location: [________________________________]

[FOB Origin / FOB Destination / DDP / DAP / other Incoterm].

6.2 Delivery Schedule. On or before [DATE]. Time is [of the essence / material].

6.3 Packaging and Shipping. Per industry standards with detailed packing list.

6.4 Title and Risk of Loss.

(a) Title passes upon [delivery to carrier / delivery to site / Acceptance], subject to Section 16.

(b) Risk of Loss per Delivery Terms and Minn. Stat. §§ 336.2-509, 336.2-510.

(c) Risk for non-conforming Equipment remains with Seller. Minn. Stat. § 336.2-510.

6.5 Installation. Per Exhibit C if Seller-performed. Buyer provides access and site requirements. Seller complies with Applicable Law, including Minnesota OSHA (Minn. Stat. Ch. 182).

6.6 Commissioning. Post-Installation testing per Exhibit C with written report.

6.7 Liquidated Damages. [____]% per [day / week] of delay, capped at [____]%. Termination right after [____] days.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection. Per Minn. Stat. § 336.2-513 (UCC § 2-513).

7.2 Inspection Period. [____] Business Days after the later of delivery or Commissioning.

7.3 Acceptance. Per Minn. Stat. § 336.2-606: (a) written signification; (b) failure to reject within the Inspection Period; or (c) inconsistent act.

7.4 Rejection. Perfect tender rule. Minn. Stat. § 336.2-601. Written notice of non-conformity. Buyer holds at Seller's risk and expense.

7.5 Seller's Right to Cure. Minn. Stat. § 336.2-508 (UCC § 2-508).

7.6 Revocation of Acceptance. Where non-conformity substantially impairs value: (a) expected cure not provided; or (b) non-conformity not reasonably discoverable. Minn. Stat. § 336.2-608.

7.7 Consequences. Cancellation, recovery of payments. Minn. Stat. § 336.2-608(3).

8. WARRANTIES

8.1 Express Warranty. For [____] months from Acceptance (the "Warranty Period"):

(a) Conforms to Specifications;

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

(c) Operates per Seller's manuals;

(d) New (unless stated otherwise); and

(e) Complies with all Applicable Law.

Minn. Stat. § 336.2-313 (UCC § 2-313).

8.2 Warranty of Title. Good title, free of Liens, no IP infringement. Minn. Stat. § 336.2-312.

8.3 Implied Warranties. Merchantability (§ 336.2-314) and fitness (§ 336.2-315) are [retained / limited to Warranty Period / modified: _______________].

8.4 Warranty Remedies. At Buyer's election: (a) repair or replace within [____] Business Days at Seller's cost; or (b) refund allocable portion. Extended warranty on repairs: remainder or [____] days, whichever is longer.

8.5 Warranty Exclusions. Does not cover: (a) misuse/abuse; (b) operation outside parameters; (c) normal wear; (d) maintenance failures; or (e) unauthorized repairs.

9. REPRESENTATIONS

9.1 Seller's Representations. (a) Duly organized, good standing, authorized in Minnesota; (b) full authority; (c) no conflicts; (d) no IP infringement; (e) Applicable Law compliance; (f) no material litigation; (g) accurate information.

9.2 Buyer's Representations. (a) Duly organized, good standing; (b) full authority; (c) no conflicts.

10. TRAINING AND DOCUMENTATION

10.1 Documentation. Complete technical documentation with delivery: manuals, parts lists, schematics, software documentation, safety data sheets, and compliance certificates.

10.2 Training. Per Exhibit D: operation, maintenance, troubleshooting, emergency procedures.

10.3 Cost. [Included / $[AMOUNT] / per Exhibit D].

10.4 Additional Training. At Seller's then-current rates.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Preventive Maintenance. Per Exhibit E during the Warranty Period. Post-Warranty available separately.

11.2 Spare Parts. Minimum [____] years availability. [12 / 24] months' discontinuation notice.

11.3 Response Time. [____] hours response; [____] hours on-site.

11.4 Remote Diagnostics. Limited access for diagnostics only, subject to Section 15.

11.5 Buyer's Right to Third-Party Service. Notwithstanding any other provision of this Agreement, Buyer retains the right to engage third-party service providers for maintenance of the Equipment. This provision shall not be construed as a waiver of any warranty exclusion for unauthorized repairs under Section 8.5(e).

12. INDEMNIFICATION

12.1 Seller's Indemnification. For: (a) breach; (b) Equipment defects and product liability; (c) IP infringement; (d) negligence/willful misconduct; (e) claims by Seller's personnel.

12.2 Buyer's Indemnification. For: (a) breach; (b) misuse/unauthorized modification; (c) negligence/willful misconduct.

12.3 Procedure. Prompt notice; indemnifying Party controls defense; cooperation. Late notice does not relieve except for actual prejudice.

13. LIMITATION OF LIABILITY

13.1 Consequential Damages. EXCEPT FOR IP INDEMNIFICATION, CONFIDENTIALITY BREACH, OR GROSS NEGLIGENCE/WILLFUL MISCONDUCT, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. Minn. Stat. § 336.2-719.

13.2 Liability Cap. EXCEPT FOR THE ABOVE CARVE-OUTS, AGGREGATE LIABILITY SHALL NOT EXCEED [THE PURCHASE PRICE / $[AMOUNT]].

13.3 Essential Purpose. Applies even if limited remedy fails. Minn. Stat. § 336.2-719(2).

13.4 Judgment Interest Acknowledgment. The Parties acknowledge that under Minn. Stat. § 549.09(1)(c)(ii), any judgment or award over $50,000 arising from this Agreement shall bear interest at 10% per annum. This Section 13 does not limit such statutory judgment interest.

14. INTELLECTUAL PROPERTY

14.1 Seller's Retained IP. All IP in design, engineering, software, firmware, and documentation remains Seller's property.

14.2 Embedded Software License. Non-exclusive, perpetual, non-transferable (except with Equipment) license for operation.

14.3 Buyer's IP. Buyer-provided specifications and designs remain Buyer's property.

14.4 IP Defense. Seller at its cost: (a) procure rights; (b) modify/replace; or (c) accept return and refund less depreciation.

15. CONFIDENTIALITY

15.1 Definition. All non-public information disclosed in connection with this Agreement, including trade secrets, technical data, business plans, financial information, customer lists, pricing, and Agreement terms.

15.2 Obligations. Strict confidence with at least reasonable care; no third-party disclosure except as permitted; use solely for Agreement purposes.

15.3 Permitted Disclosures. To need-to-know personnel bound by comparable obligations; as required by law with prompt notice (to the extent permissible).

15.4 Exclusions. Public information; already possessed; independently developed; received from unrestricted third party.

15.5 Trade Secret Protection. Minnesota UTSA (Minn. Stat. Ch. 325C) and federal DTSA (18 U.S.C. § 1836 et seq.). Minnesota UTSA SOL: three (3) years from discovery (§ 325C.06).

15.6 DTSA Notice. Per 18 U.S.C. § 1833(b), immunity for disclosures to government officials or attorneys for reporting or in sealed filings.

15.7 Non-Compete Disclaimer. Nothing in this Section 15 or elsewhere in this Agreement shall be construed as a covenant not to compete within the meaning of Minn. Stat. § 181.988. The confidentiality obligations herein constitute a nondisclosure agreement and trade secret protection, both of which are expressly excluded from the non-compete ban under § 181.988, subd. 2.

15.8 Duration. Survives [3 / 5] years after termination; trade secrets protected as long as qualifying.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Title Retention.

☐ Option A — Title Passes. Upon [delivery / Acceptance], free of Liens.

☐ Option B — Title Retained. Until full payment. Buyer shall not encumber, shall keep Equipment identifiable, and shall maintain insurance.

16.2 Security Interest. If Option B or deferred payment, Buyer grants Seller a PMSI in Equipment and proceeds.

16.3 Perfection. Seller may file UCC-1 with the Minnesota Secretary of State (Minn. Stat. § 336.9-501). Buyer authorizes filing. File within twenty (20) days for PMSI priority (Minn. Stat. § 336.9-324(a)).

16.4 Filing Details.

• Filing Office: Minnesota Secretary of State
• Online Filing: sos.state.mn.us/business-liens
• Filing Fee: Approximately $20 (electronic), subject to change
• Filing Rules: Minn. R. Ch. 8280

16.5 Release. Within [____] Business Days of full payment, Seller files UCC-3 termination.

16.6 Cooperation. Buyer executes documents reasonably requested for perfection.

17. DEFAULT AND REMEDIES

17.1 Events of Default.

(a) Buyer's payment failure within [____] days after notice;

(b) Seller's delivery failure within [____] days after Scheduled Date;

(c) Seller's failure to cure Defects per Section 8.4;

(d) Material breach uncured for [____] days after notice;

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

(f) Anticipatory repudiation. Minn. Stat. § 336.2-610 (UCC § 2-610).

17.2 Seller's Remedies.

(a) Withhold delivery;

(b) Stop in transit (Minn. Stat. § 336.2-705; UCC § 2-705);

(c) Resell and recover (Minn. Stat. § 336.2-706; UCC § 2-706);

(d) Recover price (Minn. Stat. § 336.2-709; UCC § 2-709);

(e) Recover damages (Minn. Stat. § 336.2-708; UCC § 2-708); and

(f) Exercise secured party remedies (Minn. Stat. § 336.9-609; UCC § 9-609).

17.3 Buyer's Remedies.

(a) Reject (Section 7.4);

(b) Revoke acceptance (Section 7.6);

(c) Cancel and recover (Minn. Stat. § 336.2-711; UCC § 2-711);

(d) Cover (Minn. Stat. § 336.2-712; UCC § 2-712);

(e) Damages for non-delivery (Minn. Stat. § 336.2-713; UCC § 2-713); and

(f) Specific performance (Minn. Stat. § 336.2-716; UCC § 2-716).

17.4 Cumulative Remedies. Cumulative. Minn. Stat. § 336.2-719.

17.5 Statute of Limitations. UCC claims: four (4) years (Minn. Stat. § 336.2-725). Written contract claims: six (6) years (Minn. Stat. § 541.05, subd. 1(1)). The Parties [do / do not] agree to reduce the UCC period to [____] year(s) (minimum one year).

18. TERM AND TERMINATION

18.1 Term. Effective as of the Effective Date; continues until all obligations performed or earlier terminated.

18.2 Termination for Default. Upon uncured Event of Default.

18.3 Termination for Insolvency. Immediate upon insolvency, bankruptcy, or receivership.

18.4 Termination for Convenience. Buyer may terminate upon [____] days' notice. Buyer pays for accepted Equipment, WIP at cost, and non-cancellable commitments.

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

19. DISPUTE RESOLUTION

19.1 Negotiation. Good-faith negotiation for [30] days minimum.

19.2 Mediation. Non-binding mediation in [Minneapolis / St. Paul / ____________], Minnesota. Costs shared.

19.3 Litigation / Arbitration.

☐ Option A — Litigation. Exclusive jurisdiction: Minnesota District Court, [Hennepin / Ramsey / ____________] County, and the United States District Court for the District of Minnesota.

☐ Option B — Arbitration. Binding arbitration under [AAA / JAMS] Commercial Rules in [Minneapolis / St. Paul], Minnesota, 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. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER HAS BEEN NEGOTIATED AND IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.

Buyer Initials: ________ Seller Initials: ________

19.5 Attorneys' Fees. Prevailing Party entitled to reasonable attorneys' fees and costs.

20. GENERAL PROVISIONS

20.1 Governing Law. Governed by Minnesota law, including the Minnesota UCC (Minn. Stat. Ch. 336), without conflict-of-law provisions.

20.2 Notices. Written; effective upon: (a) personal delivery; (b) overnight courier; (c) certified mail; or (d) email with confirmed receipt.

20.3 Assignment. No assignment without consent, except to affiliates or in connection with mergers/acquisitions.

20.4 Force Majeure. Not liable for delays in non-monetary obligations due to events beyond control. Notice required; mitigation; termination right after [____] days.

20.5 Insurance.

(a) Seller: CGL of $[AMOUNT] per occurrence and $[AMOUNT] aggregate; products/completed operations; workers' compensation per Minnesota law (Minn. Stat. Ch. 176).

(b) Buyer: Property insurance for Equipment's replacement value after risk of loss transfers.

20.6 Taxes.

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

(b) Buyer responsible for Minnesota sales tax (6.875% state plus applicable local taxes, Minn. Stat. § 297A.62) and use tax (Minn. Stat. § 297A.63), unless exempt.

(c) Capital Equipment Exemption (Minn. Stat. § 297A.68, subd. 5). If Buyer claims the exemption, Buyer must certify that the Equipment is essential to the integrated production process of manufacturing, fabricating, mining, or refining tangible personal property for ultimate retail sale. Buyer must provide a valid Minnesota Form ST3 (Certificate of Exemption). The exemption is available at the point of sale — Buyer need not pay tax and apply for a refund.

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

20.7 Compliance with Laws. Full compliance with Applicable Law, including anti-corruption and export control laws.

20.8 Independent Contractors. No agency, partnership, or employment relationship.

20.9 Severability. Invalid provisions modified to minimum extent; remainder in full force.

20.10 Waiver. Only by signed writing.

20.11 Electronic Signatures.

This Agreement may be executed electronically per Minnesota's UETA (Minn. Stat. Ch. 325L) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.).

20.12 Non-Compete Ban Compliance.

(a) Employee/Contractor Non-Compete Ban. No provision of this Agreement shall be construed as imposing a covenant not to compete on any employee or independent contractor of either Party, within the meaning of Minn. Stat. § 181.988. The confidentiality obligations in Section 15 are nondisclosure and trade secret protections expressly excluded from the ban.

(b) Service Contract Restrictive Covenant Ban. To the extent any provision of this Agreement (including Exhibit E and any separate maintenance agreement) constitutes a "service contract" under Minn. Stat. § 181.9881, neither Party shall enforce any non-compete, no-hire, or non-solicitation provision against the other Party's employees in connection with the service component. This does not limit nondisclosure or trade secret obligations.

20.13 Minnesota Consumer Fraud Act. The Minnesota Prevention of Consumer Fraud Act (Minn. Stat. § 325F.69) prohibits deceptive trade practices. Violations may result in injunctive relief, actual damages, and attorneys' fees.

20.14 Counterparts. May be executed in counterparts.

20.15 Entire Agreement. This Agreement and Exhibits supersede all prior agreements.

20.16 Amendment. Only by signed writing.

20.17 Headings. For convenience only.

21. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this 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: [________________________________]

Standards: ☐ OSHA/MN OSHA Compliant ☐ UL Listed ☐ CE Marked ☐ ISO 9001 ☐ Other: [____________]

Utilities / Site Conditions:

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

EXHIBIT B — PRICE SCHEDULE AND PAYMENT MILESTONES

Minnesota Tax Note: State rate 6.875% + local add-ons. Capital equipment exemption per Minn. Stat. § 297A.68, subd. 5 — up-front exemption available with Form ST3.

EXHIBIT C — INSTALLATION AND COMMISSIONING PLAN

Commissioning Criteria: [________________________________]

EXHIBIT D — TRAINING SCHEDULE

EXHIBIT E — MAINTENANCE AND SERVICE TERMS

Warranty-Period Maintenance:

• PM visits: [____] per year
• Response: [____] hours
• Availability: ☐ 8x5 ☐ 12x5 ☐ 24x7

Post-Warranty Options:

☐ Full Service: $[________]/year

☐ Parts-Only: $[________]/year

☐ Time and Materials: At then-current rates

Buyer's Right to Use Third-Party Providers: Buyer may engage third-party service providers at any time. This right is not conditioned on Seller's consent.

Spare Parts: [____] years from Acceptance

This template is provided for informational purposes only and does not constitute legal advice. This document must be reviewed by a qualified attorney licensed in Minnesota before execution. Minnesota-specific statutes referenced are current as of the last_updated date; verify for subsequent amendments. Particular attention should be paid to compliance with the non-compete ban (Minn. Stat. § 181.988) and the service contract restrictive covenant ban (Minn. Stat. § 181.9881).