Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Mississippi UCC-Compliant — Miss. Code Ann. §§ 75-2-101 et seq.)

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 Plan
• Exhibit D — Training Schedule
• Exhibit E — Maintenance Terms

1. DOCUMENT HEADER AND RECITALS

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

SELLER:
Name: [________________________________]
Entity Type: [________________________________] organized under the laws of [________________________________]
Principal Address: [________________________________]
Mississippi Tax Registration No.: [________________________________]
(hereinafter "Seller")

BUYER:
Name: [________________________________]
Entity Type: [________________________________] organized under the laws of [________________________________]
Principal Address: [________________________________]
Mississippi Tax Registration No.: [________________________________]
(hereinafter "Buyer")

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

RECITALS

WHEREAS, Seller is in the business of manufacturing, distributing, or selling commercial and industrial equipment;

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain equipment more particularly described in Exhibit A (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 Mississippi Uniform Commercial Code (Miss. Code Ann. §§ 75-2-101 et seq.);

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

2. DEFINITIONS

"Acceptance" means Buyer's acceptance of the Equipment per Section 7, or deemed acceptance under Miss. Code Ann. § 75-2-606.

"Affiliate" means any entity controlling, controlled by, or under common control with a Party (50%+ voting securities).

"Applicable Law" means all federal, Mississippi state, and local laws applicable to the transaction, including the Mississippi UCC.

"Business Day" means any day other than Saturday, Sunday, or a day banks in Mississippi are closed.

"Closing" means consummation of the sale and purchase.

"Commissioning" means successful functional testing per the Performance Specifications.

"Confidential Information" has the meaning in Section 15.

"Conforming Goods" means Equipment conforming in all material respects (Miss. Code Ann. § 75-2-106).

"Cure Period" has the meaning in Section 7.4.

"Delivery Date" means the date in Exhibit C for delivery.

"Delivery Point" means [________________________________], as specified in Section 6.

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

"Force Majeure Event" has the meaning in Section 20.6.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, firmware, software, and proprietary rights related to the Equipment.

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

"Performance Specifications" means the standards in Exhibit A.

"Permitted Liens" means Liens in Exhibit A, Section 3, if any.

"PMSI" means a purchase money security interest per Miss. Code Ann. § 75-9-103.

"Purchase Price" has the meaning in Section 5.1.

"Punch List" means minor items not preventing Commissioning that Seller must remedy.

"Specifications" means the technical requirements in Exhibit A.

"UCC" means the Mississippi Uniform Commercial Code (Miss. Code Ann. Title 75).

"Warranty Period" has the meaning in Section 8.1.

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell and Purchase

Seller agrees to sell, transfer, and deliver the Equipment, and Buyer agrees to purchase and accept the Equipment.

3.2 Scope of Sale

• ☐ Equipment as described in Exhibit A
• ☐ Standard accessories, attachments, and components
• ☐ Operating manuals, maintenance guides, and technical documentation
• ☐ Firmware/embedded software licenses (if applicable)
• ☐ Spare parts kit (if specified)
• ☐ Specialty tooling for routine maintenance (if specified)

3.3 Exclusions

Unless listed in Exhibit A: (a) consumables; (b) site preparation; (c) third-party software; (d) extended service contracts.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Specifications

Equipment shall conform to Exhibit A in all material respects.

4.2 Serial Numbers

4.3 Changes

Changes to Specifications require written agreement. Material changes affecting price or delivery require a written amendment.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price

$[________________________________] (the "Purchase Price"), per Exhibit B.

5.2 Payment Milestones

5.3 Method of Payment

Wire transfer of immediately available funds.

5.4 Late Payment Interest

Overdue amounts bear interest at eight percent (8%) per annum — the legal rate under Miss. Code Ann. § 75-17-1 — or such rate as the Parties specify in writing (not to exceed the greater of 10% per annum or 5% above the Federal Reserve discount rate per Miss. Code Ann. § 75-17-1(2)).

Mississippi Law Note: Miss. Code Ann. § 75-17-1 sets the legal interest rate at 8% per annum. By written contract, parties may agree to a finance charge yielding not more than the greater of (i) 10% per annum or (ii) 5% above the Federal Reserve discount rate on 90-day commercial paper. For judgments on contracts, Miss. Code Ann. § 75-17-7 provides interest at the contract rate. For other judgments, the rate is set by the judge "to be fair" but not prior to filing of the complaint.

5.5 Taxes

(a) Sales and Use Tax. Mississippi imposes a general sales tax rate of 7% on tangible personal property (Miss. Code Ann. § 27-65-17). Seller shall collect unless Buyer provides a valid exemption certificate or direct-pay permit.

(b) Manufacturing Equipment — Reduced Rate. Equipment used directly in the manufacturing process is subject to a reduced 1.5% rate (Miss. Code Ann. § 27-65-101). Manufacturers should obtain a Direct Pay Permit from the Mississippi Department of Revenue and self-assess the 1.5% tax on qualifying purchases. Repair parts for manufacturing machinery are also subject to the 1.5% rate.

(c) Raw Materials Exemption. Raw materials used in manufacturing are fully exempt (Miss. Code Ann. § 27-65-101).

(d) Responsibility. Buyer is responsible for all taxes after delivery except Seller's income taxes. Buyer shall indemnify Seller for any tax liability arising from invalid exemption certificates.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

☐ FOB Seller's Facility (Miss. Code Ann. § 75-2-319) — risk passes upon carrier possession.
☐ FOB Buyer's Facility — risk passes upon tender at Buyer's location.
☐ Other: [________________________________]

6.2 Risk of Loss

Per the delivery terms and Miss. Code Ann. § 75-2-509. Post-risk Buyer bears loss. Pre-risk Seller repairs/replaces or refunds.

6.3 Title Passage

Title passes upon the later of delivery or full payment, subject to any security interest under Section 16.

6.4 Shipping and Insurance

(a) Carrier selection: [________________________________]. Freight: ☐ included / ☐ Buyer pays.
(b) Risk-bearing Party maintains cargo insurance for full replacement value.
(c) Seller packs per industry standards and Exhibit C.

6.5 Installation

☐ Seller Installation per Exhibit C.
☐ Buyer Installation — Seller provides technical guidance.
☐ Third-Party: [________________________________]

6.6 Commissioning

Complete when: (a) Equipment meets Performance Specifications during [____]-hour test run; and (b) Parties execute a Commissioning Certificate or Buyer fails to object within [____] Business Days.

6.7 Delay Liquidated Damages

[____]% of Purchase Price per [week/day] of delay, capped at [____]%.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

Per Miss. Code Ann. § 75-2-513. Buyer may inspect before and after delivery, including at Seller's facility.

7.2 Inspection Period

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

7.3 Acceptance

Earliest of: (a) written Acceptance; (b) Commissioning Certificate execution; (c) production use (not testing); or (d) Inspection Period expiration without Rejection Notice.

Acceptance does not impair warranty rights (Miss. Code Ann. § 75-2-607(2)).

7.4 Rejection and Cure

(a) Rejection by written notice within Inspection Period (Miss. Code Ann. §§ 75-2-601, 75-2-602).
(b) Perfect Tender — Buyer may reject any nonconforming tender (§ 75-2-601).
(c) Right to Cure — Seller has [____] days (the "Cure Period") to cure (§ 75-2-508).
(d) Failure to Cure — Buyer may cancel and recover (§ 75-2-711), cover (§ 75-2-712), or recover damages (§ 75-2-713).

7.5 Revocation of Acceptance

Per Miss. Code Ann. § 75-2-608 where nonconformity substantially impairs value and acceptance was reasonably induced by difficulty of discovery or Seller's assurances.

8. WARRANTIES

8.1 Express Warranty

For [____] months after Acceptance (the "Warranty Period"), the Equipment shall:
(a) Conform to Specifications in Exhibit A;
(b) Be free from defects in materials and workmanship;
(c) Operate within Performance Specifications; and
(d) Be new (unless Exhibit A states otherwise).

8.2 Implied Warranty of Merchantability

Per Miss. Code Ann. § 75-2-314.
☐ Retained ☐ Disclaimed — See Section 8.5.

8.3 Implied Warranty of Fitness for Particular Purpose

Per Miss. Code Ann. § 75-2-315.
☐ Retained ☐ Disclaimed — See Section 8.5.

8.4 Warranty Remedies

Seller shall, at its sole cost: (a) repair/replace within [____] Business Days; or (b) refund allocable Purchase Price if impracticable.

8.5 Disclaimer (If Applicable)

THE EQUIPMENT IS SOLD "AS IS." EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY (MISS. CODE ANN. § 75-2-314) AND FITNESS FOR A PARTICULAR PURPOSE (§ 75-2-315). THIS DISCLAIMER IS CONSPICUOUS PER MISS. CODE ANN. § 75-2-316(2).

8.6 Warranty Exclusions

No coverage for: (a) misuse or neglect; (b) unauthorized modifications; (c) normal wear and tear; (d) Force Majeure; or (e) non-approved parts.

8.7 Statute of Limitations

CRITICAL MISSISSIPPI NOTE: Mississippi has the longest UCC statute of limitations in the nation at six (6) years for breach of any contract for the sale of goods (Miss. Code Ann. § 75-2-725). Most states follow the standard UCC four-year period. The Parties may reduce (but not extend) this period to not less than one (1) year by written agreement. This extended limitation period significantly impacts warranty exposure calculations and product liability planning for equipment transactions.

9. REPRESENTATIONS

9.1 Mutual Representations

Each Party represents: (a) duly organized and in good standing; (b) full power and authority; (c) binding obligation; (d) no conflict; (e) no material litigation.

9.2 Seller's Representations

(a) Title — good and marketable, free of Liens except Permitted Liens;
(b) No Infringement — no known third-party IP infringement;
(c) Compliance — manufactured per Applicable Laws;
(d) Condition — new unless stated otherwise; and
(e) Tax Registration — registered to collect Mississippi sales tax.

9.3 Buyer's Representations

(a) Financial capacity; (b) lawful use; (c) valid exemption certificates.

10. TRAINING AND DOCUMENTATION

10.1 Training

Per Exhibit D: (a) [____] hours operator training, [____] personnel; (b) [____] hours maintenance training, [____] technicians; (c) Location: ☐ Buyer / ☐ Seller / ☐ Remote.

10.2 Documentation

At or before Commissioning: operating manuals, maintenance/service manuals, parts catalog, schematics, safety data sheets, warranty registration.

10.3 Updates

During the Warranty Period at no charge.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Warranty-Period Service

Per Section 8.4 at no cost.

11.2 Post-Warranty Service

Per Exhibit E, or time-and-materials at published rates.

11.3 Parts Availability

Commercially reasonable efforts for [____] years. [____] months' notice before discontinuation.

11.4 Remote Diagnostics

If equipped, Buyer allows reasonable remote access during the Warranty Period.

12. INDEMNIFICATION

12.1 Seller's Indemnification

Seller indemnifies Buyer Indemnitees from: (a) breach of Seller's representations, warranties, or covenants; (b) design, material, or workmanship defects; (c) third-party IP infringement; (d) title defects; (e) Seller's gross negligence or willful misconduct.

12.2 Buyer's Indemnification

Buyer indemnifies Seller Indemnitees from: (a) breach of Buyer's representations, warranties, or covenants; (b) post-Acceptance use or modification; (c) non-compliance with law; (d) Buyer's gross negligence or willful misconduct.

12.3 Procedures

Prompt notice, sole defense control, cooperation.

13. LIMITATION OF LIABILITY

13.1 Liability Cap

EXCEPT FOR INDEMNIFICATION, WARRANTY, CONFIDENTIALITY BREACH, AND GROSS NEGLIGENCE/WILLFUL MISCONDUCT, AGGREGATE LIABILITY SHALL NOT EXCEED [________________________________] (THE "LIABILITY CAP").

13.2 Exclusion of Consequential Damages

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. Per Miss. Code Ann. § 75-2-719(3), commercial limitation is not unconscionable.

13.3 Essential Purpose

If a limited remedy fails of its essential purpose (§ 75-2-719(2)), the limitations above still apply to the extent permitted.

14. INTELLECTUAL PROPERTY

14.1 Ownership

Seller retains all IP rights.

14.2 License Grant

Non-exclusive, non-transferable, perpetual license to use embedded IP to operate, maintain, and repair the Equipment.

14.3 IP Infringement Defense

Seller shall: (a) procure continued use rights; (b) modify to non-infringing; or (c) replace. If not practicable, accept return and refund.

14.4 Buyer Modifications

No distribution of modifications incorporating Seller's IP without consent.

15. CONFIDENTIALITY

15.1 Definition

"Confidential Information" includes all non-public information disclosed in connection with this Agreement, including trade secrets under the Mississippi Uniform Trade Secrets Act (Miss. Code Ann. §§ 75-26-1 to 75-26-19).

15.2 Obligations

Use solely for this Agreement; protect with reasonable care; no third-party disclosure without consent (except bound personnel with need to know).

15.3 Exclusions

Public information, prior knowledge, independent development, rightful third-party receipt.

15.4 Compelled Disclosure

Prompt notice (if permitted) and minimum disclosure.

15.5 Duration

[____] years after termination. Trade secret obligations continue as long as the information qualifies under Miss. Code Ann. § 75-26-3.

15.6 Remedies

Injunctive relief available. Damages under Miss. Code Ann. §§ 75-26-5 to 75-26-7 (actual loss, unjust enrichment, exemplary damages for willful and malicious misappropriation up to twice actual damages). During litigation, the court shall protect trade secrets per Miss. Code Ann. § 75-26-11.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Reservation of Title

☐ Applicable. Title reserved until payment in full (Miss. Code Ann. § 75-2-401), operating as a security interest.
☐ Not Applicable.

16.2 PMSI

Seller's interest is a PMSI (Miss. Code Ann. § 75-9-103) with super-priority (§ 75-9-324).

16.3 Perfection

(a) Buyer authorizes filing a UCC-1 with the Mississippi Secretary of State (Jackson, MS) to perfect the security interest.
(b) Filing Fee: Currently $25.00 for standard UCC-1 filing.
(c) Continuation statements per Miss. Code Ann. § 75-9-515.

16.4 Buyer's Obligations

While security interest exists: (a) no additional Liens; (b) insurance naming Seller as loss payee; (c) no relocation without consent; (d) permit inspection.

16.5 Release

UCC-3 termination within [____] Business Days after full payment.

17. DEFAULT AND REMEDIES

17.1 Events of Default

(a) Buyer Default: (i) payment failure for [____] Business Days after notice; (ii) failure to accept conforming Equipment; (iii) material breach uncured for [____] days; (iv) insolvency/bankruptcy.

(b) Seller Default: (i) delivery failure for [____] days; (ii) nonconforming delivery with failure to cure; (iii) material breach uncured for [____] days; (iv) insolvency/bankruptcy.

17.2 Buyer's Remedies (Miss. Code Ann. §§ 75-2-711 to 75-2-717)

(a) Cancel (§ 75-2-711); (b) Cover (§ 75-2-712); (c) Damages for non-delivery (§ 75-2-713); (d) Incidental/consequential damages (§ 75-2-715), subject to Section 13; (e) Specific performance (§ 75-2-716); (f) Recover amounts paid.

17.3 Seller's Remedies (Miss. Code Ann. §§ 75-2-703 to 75-2-710)

(a) Withhold/stop delivery (§§ 75-2-703, 75-2-705); (b) Resell (§ 75-2-706); (c) Damages/lost profits (§§ 75-2-708, 75-2-710); (d) Action for the price (§ 75-2-709); (e) Cancel; (f) Secured party rights (§§ 75-9-601 et seq.).

17.4 Cumulative Remedies

All remedies are cumulative.

17.5 Attorneys' Fees

Prevailing Party recovers reasonable fees, costs, and expenses.

18. TERM AND TERMINATION

18.1 Term

Effective until all obligations are performed.

18.2 Termination for Cause

Upon material uncured default.

18.3 Termination for Convenience

☐ Buyer may terminate upon [____] days' notice and payment of amounts due, costs, and [____]% cancellation fee.
☐ Neither Party may terminate for convenience.

18.4 Survival

Sections 8, 12, 13, 14, 15, 16 (until released), 17, 19, and 20 survive.

19. DISPUTE RESOLUTION

19.1 Governing Law

Mississippi law, including the Mississippi UCC (Miss. Code Ann. Title 75), without regard to conflict-of-laws. CISG excluded.

19.2 Negotiation

Good-faith negotiations between executives for [____] Business Days.

19.3 Mediation (Optional)

☐ Elected. Mediation in [________________________________], Mississippi.
☐ Not Elected.

19.4 Litigation

Exclusive jurisdiction in the Circuit Court or Chancery Court of [________________________________] County, Mississippi, or the United States District Court for the [Northern / Southern] District of Mississippi.

Mississippi Practice Note — Circuit vs. Chancery Court: Mississippi has a dual-court trial system. Circuit Courts have general jurisdiction over actions at law. Chancery Courts have jurisdiction over equitable matters, contract disputes, and disputes in which discovery of accounts or investigation of fraud is necessary. For equipment sales disputes that may involve both legal and equitable claims, consider which court provides the most favorable forum. Both courts are courts of record with appellate review to the Mississippi Supreme Court or Court of Appeals.

19.5 Arbitration (Optional)

☐ Elected. Binding arbitration by [AAA / JAMS / Other] under Commercial Rules in [________________________________], Mississippi.
☐ Not Elected.

19.6 Jury Trial Waiver

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

Mississippi Practice Note: Mississippi courts have generally upheld jury trial waivers in commercial contracts when the waiver is knowing, voluntary, and conspicuous. However, the Mississippi Constitution (Art. 3, § 31) preserves the right to a jury trial, so courts scrutinize waivers carefully. Ensure the waiver is prominently displayed and acknowledged.

19.7 Provisional Remedies

Nothing herein precludes seeking temporary or preliminary injunctive relief.

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement and Exhibits constitute the entire agreement.

20.2 Amendments

In writing signed by both Parties (Miss. Code Ann. § 75-2-209).

20.3 Assignment

No assignment without consent, except to successors by merger or asset sale.

20.4 Notices

In writing; deemed given upon personal delivery, certified mail, overnight courier, or confirmed email.

20.5 Severability

Invalid provisions modified to minimum extent necessary.

20.6 Force Majeure

No liability for delays beyond reasonable control. Prompt notice, mitigation efforts. If exceeding [____] days, non-affected Party may terminate.

20.7 Electronic Signatures

Effective per the Mississippi UETA (Miss. Code Ann. §§ 75-12-1 to 75-12-22) and federal ESIGN Act (15 U.S.C. § 7001 et seq.).

20.8 Counterparts

May be executed in counterparts.

20.9 Waiver

No waiver of breach is a waiver of subsequent breach. Written waivers only.

20.10 Relationship

Independent contractors. No partnership, joint venture, or agency.

20.11 Third-Party Beneficiaries

None.

20.12 Construction

(a) Headings for convenience. (b) No rule against drafter. (c) "Including" means "including without limitation." (d) Statutory references include amendments.

20.13 Mississippi Tax Compliance

Mississippi imposes 7% general sales tax. Manufacturing equipment qualifies for a reduced 1.5% rate (Miss. Code Ann. § 27-65-101). Manufacturers should obtain a Direct Pay Permit from the Mississippi Department of Revenue, purchase tax-free using the permit, and self-assess the 1.5% tax on qualifying purchases. Repair parts for manufacturing machinery also qualify for the 1.5% rate. Raw materials for manufacturing are fully exempt. Buyer shall provide required permits and indemnify Seller for tax liability from invalid certificates.

21. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SELLER

[________________________________]

BUYER

[________________________________]

EXHIBIT A — EQUIPMENT SPECIFICATIONS

A-1. Equipment Description

A-2. Performance Specifications
[________________________________]

A-3. Permitted Liens
☐ None ☐ [________________________________]

A-4. Condition
☐ New ☐ Used — Condition: [________________________________]

EXHIBIT B — PRICE SCHEDULE

EXHIBIT C — INSTALLATION PLAN

1. Site Preparation: [________________________________]
2. Utility Requirements: [________________________________]
3. Delivery Schedule: [________________________________]
4. Installation Timeline: [________________________________]
5. Commissioning Protocol: [________________________________]
6. Responsible Party: ☐ Seller ☐ Buyer ☐ Third Party: [________________________________]

EXHIBIT D — TRAINING SCHEDULE

EXHIBIT E — MAINTENANCE TERMS

1. Warranty Maintenance: Per Section 8.
2. Post-Warranty Options:
   - ☐ Full-Service: $[________]/year
   - ☐ Parts-Only: $[________]/year
   - ☐ Time-and-Materials
3. Response Times: Emergency: [____] hrs; Non-Emergency: [____] Business Days
4. Parts Availability: Per Section 11.3.

This template is provided for informational purposes only and does not constitute legal advice. Consult a Mississippi-licensed attorney before execution. Last updated: 2026-02-28.