Sales Agreement - Equipment (Mississippi)

EQUIPMENT PURCHASE AND SALE AGREEMENT

STATE OF MISSISSIPPI

Use gate. Complete the Transaction Classification and every selected
schedule before signing. Do not use this general form without a tailored
addendum for a consumer sale, titled vehicle or vessel, aircraft, regulated
weapon, medical device, hazardous or controlled material, public procurement,
cross-border shipment, real-property fixture, construction project, lease, or
transaction in which services predominate.

1. PARTIES AND CONTROL DATA

Effective Date: [__/__/____]

Seller

Legal Name: [________________________________]

Entity Type and Jurisdiction: [________________________________]

Address: [________________________________]

Commercial Contact: [________________________________]

Delivery Contact: [________________________________]

Buyer

Legal Name: [________________________________]

Entity Type and Jurisdiction: [________________________________]

Address: [________________________________]

Commercial Contact: [________________________________]

Site Contact: [________________________________]

Each is a "Party"; together, the "Parties."

Closing Date: [__/__/____]

Currency: [________________________________]

Equipment Schedule Version: [________________________________]

2. TRANSACTION CLASSIFICATION

The Parties classify the transaction as follows:

• ☐ Private business-to-business sale
• ☐ Seller is the manufacturer
• ☐ Seller is a dealer or distributor
• ☐ Seller is reselling used equipment
• ☐ Equipment is new
• ☐ Equipment is used
• ☐ Equipment is refurbished or remanufactured
• ☐ Sale includes installation or commissioning
• ☐ Sale includes training, maintenance, or other services
• ☐ Equipment includes embedded or separately licensed software
• ☐ Seller finances or defers part of the price
• ☐ Equipment may become attached to real property
• ☐ Equipment is subject to a lien or payoff
• ☐ Equipment will cross a national border
• ☐ Equipment has a title or registration record
• ☐ Buyer or end use is in a regulated industry

Required tailored addenda or separate documents: [________________________]

Counsel approving classification: [________________________________]

3. AGREEMENT DOCUMENTS AND PRECEDENCE

This Agreement includes each checked document:

• ☐ Exhibit A — Equipment and Condition Schedule
• ☐ Exhibit B — Price, Tax, and Payment Schedule
• ☐ Exhibit C — Delivery, Rigging, and Site Schedule
• ☐ Exhibit D — Inspection, Testing, and Acceptance Protocol
• ☐ Exhibit E — Warranty and Service Schedule
• ☐ Exhibit F — Software and Data Schedule
• ☐ Exhibit G — Title, Lien, and Financing Schedule
• ☐ Exhibit H — Risk, Insurance, and Dispute Schedule
• ☐ Signed change orders: [________________________________]

If documents conflict, the following order controls unless a signed document
expressly identifies the provision it overrides:

1. Signed regulated-equipment or financing addendum for its subject
2. Signed change order
3. Exhibits A through H for their subjects
4. This Agreement
5. Seller quotation or Buyer purchase order only to the extent incorporated

Preprinted, click-through, portal, invoice, acknowledgment, and purchase-order
terms do not amend this Agreement unless both Parties sign an amendment that
identifies them.

4. EQUIPMENT AND INCLUDED ITEMS

Seller shall sell and Buyer shall purchase only the equipment and included
items identified in Exhibit A (collectively, the "Equipment"). Exhibit A must
identify each commercial unit separately when separate acceptance, delivery,
payment, or remedy treatment is intended.

For each item, state:

• Manufacturer, model, year, and serial or asset number
• New, used, refurbished, prototype, or demonstration condition
• Hours, cycles, mileage, production count, or other usage measure
• Current location and operating status
• Components, tooling, accessories, spares, manuals, and records included
• Software, firmware, credentials, subscriptions, and licenses included
• Known damage, repairs, modifications, recalls, and missing items
• Inspection history and available maintenance records
• Required certificates, permits, registrations, or third-party approvals
• Items expressly excluded from the sale

No photograph, advertisement, quotation, demonstration, forecast, sample,
manual, or oral statement is part of the agreed description unless Exhibit A
expressly incorporates it.

5. PRICE, TAX, AND PAYMENT

5.1 Purchase Price

Equipment Price: $[________________________________]

Installation or Service Charges: $[________________________________]

Shipping, Rigging, and Packaging: $[________________________________]

Other Charges: $[________________________________]

Total Before Selected Taxes: $[________________________________]

5.2 Tax Allocation

The Parties shall complete Exhibit B after transaction-specific tax review.

• ☐ Price includes the identified taxes
• ☐ Identified taxes will be separately stated
• ☐ Buyer will deliver the identified exemption or deduction documentation
• ☐ Each Party bears taxes imposed on its own income, property, personnel, or
  operations

Tax advisor and assumptions: [________________________________]

No Party may rely on a tax classification, rate, certificate, direct-pay
procedure, exemption, deduction, or allocation that is not written in Exhibit
B and approved for the completed transaction.

5.3 Payment Milestones

5.4 Invoices and Disputes

Seller shall itemize charges and reference the applicable milestone. Buyer
shall notify Seller of a good-faith invoice dispute within [____] days after
receipt, identify the disputed amount and basis, and timely pay undisputed
amounts. Silence does not waive a later claim about Equipment conformity.

5.5 Late Charges

• ☐ None
• ☐ The rate and calculation in Exhibit B, approved by counsel for this
  transaction

No late charge compounds unless Exhibit B expressly states the frequency and
counsel approves it.

6. CLOSING, TITLE, AND LIEN RELEASE

At Closing, Seller shall deliver each selected item:

• ☐ Bill of sale identifying every serial-numbered item
• ☐ Possession or agreed control of the Equipment
• ☐ Original title or registration records, if applicable
• ☐ Lien releases and payoff evidence identified in Exhibit G
• ☐ Assignable warranties and service records
• ☐ Manuals, keys, passwords, and access credentials
• ☐ Export, import, origin, or customs documents identified in Exhibit C
• ☐ Other: [________________________________]

Seller transfers the interest described in Exhibit A at the selected time,
subject to the express permitted liens in Exhibit G:

• ☐ At Closing
• ☐ On delivery
• ☐ On Acceptance
• ☐ On receipt of final payment
• ☐ Other objective event: [________________________________]

Permitted liens or retained interests: [________________________________]

Buyer may pay an agreed portion of the Purchase Price directly to a lienholder
under payoff instructions signed by Seller and the lienholder.

7. DELIVERY, PACKAGING, AND RISK

7.1 Delivery Record

Exhibit C shall identify:

• Shipment point, destination, and required delivery date or window
• Carrier selection and contracting Party
• Packaging, preservation, labeling, and loading responsibility
• Freight, unloading, rigging, crane, escort, and storage responsibility
• Required route, access, appointment, and site restrictions
• Transit and storage insurance responsibility
• Customs, export, import, and origin-document responsibility
• Partial-delivery permission and treatment of separate commercial units

7.2 Delivery Term

The Parties shall select one complete delivery rule in Exhibit C. A trade term
is not used unless the exhibit identifies the named place, version, and every
agreed variation.

7.3 Risk of Loss

Risk of physical loss or damage transfers at the selected event:

• ☐ Carrier receipt at [________________________________]
• ☐ Tender at destination [________________________________]
• ☐ Completion of unloading
• ☐ Completion of installation
• ☐ Acceptance
• ☐ Other objective event: [________________________________]

Risk allocation does not determine title, payment, acceptance, warranty, or
responsibility for damage caused by a Party's breach unless this Agreement says
so expressly.

7.4 Delay

The delivery schedule is:

• ☐ A firm material obligation
• ☐ An estimate subject to the stated dependencies

Dependencies and notice procedure: [________________________________]

Agreed delay remedy, if any: [________________________________]

8. SITE, INSTALLATION, AND COMMISSIONING

Exhibit C shall allocate responsibility for foundations, utilities, permits,
shutdowns, access, security, environmental conditions, lifting, labor, tools,
integration, waste, restoration, and site safety.

Installation lead: ☐ Seller ☐ Buyer ☐ Third party: [________________]

Commissioning lead: ☐ Seller ☐ Buyer ☐ Third party: [_______________]

Before mobilization, each Party shall disclose site conditions and technical
dependencies it knows are material to safe installation or operation.

No field instruction changes price, scope, performance criteria, or schedule
unless documented through the change-control procedure, except immediate steps
reasonably taken to address a safety emergency.

Change-order approvers: [________________________________]

9. INSPECTION, TESTING, AND ACCEPTANCE

9.1 Pre-Shipment Inspection

• ☐ Not required
• ☐ Buyer may inspect at [________________________________] on [____] days'
  notice under Exhibit D

Pre-shipment inspection does not constitute final Acceptance unless Exhibit D
expressly selects that result.

9.2 Delivery Inspection

Buyer shall record visible shortage, transit damage, serial-number mismatch,
and packaging damage promptly after delivery and preserve reasonable evidence.

9.3 Acceptance Test

Testing start: [________________________________]

Testing period: [____] calendar days

Performance criteria: [________________________________]

Test data and witnesses: [________________________________]

Operating inputs and site conditions: [________________________________]

9.4 Acceptance Decision

Before the testing period ends, Buyer shall issue one of the following:

• ☐ Acceptance Certificate
• ☐ Conditional Acceptance listing agreed punch-list items and completion dates
• ☐ Rejection Notice identifying each material nonconformity and supporting
  evidence

Acceptance by silence or use occurs only if expressly selected:

• ☐ Buyer accepts if it does not timely issue a decision after Seller gives a
  written expiration reminder and [____] additional days pass

• ☐ Productive use beyond [____] hours or [____] days constitutes Acceptance,
  excluding agreed testing, training, emergency, preservation, and mitigation
  use

9.5 Cure and Retest

After a valid Rejection Notice, Seller shall within [____] days elect to repair,
replace, complete, or retrieve the affected Equipment. Buyer shall provide
reasonable access for the selected cure. Retesting follows Exhibit D.

Maximum cure attempts: [____]

Long-stop date: [__/__/____]

If cure fails by the long-stop date, Buyer may exercise the selected remedies
for the affected commercial unit.

10. CONDITION AND WARRANTIES

10.1 Condition Record

The Parties shall state the actual condition and known exceptions for each item
in Exhibit A. "Used," "refurbished," and "as-is" are not substitutes for the
serial-specific condition record.

10.2 Express Contract Warranties

Seller warrants only the boxes checked and completed below:

• ☐ At transfer, Seller owns the interest it agrees to transfer
• ☐ Equipment conforms materially to Exhibit A
• ☐ Equipment passes the Acceptance Protocol

• ☐ Equipment is free from defects in materials and workmanship for [____]
  months after [delivery / Acceptance / commissioning]

• ☐ Seller will perform installation and services under the standards in
  Exhibit E

• ☐ Replacement parts will be available on the terms in Exhibit E

• ☐ Other: [________________________________]

10.3 Warranty Remedy

For a timely supported warranty claim, Seller shall:

• ☐ Repair
• ☐ Replace
• ☐ Reperform services
• ☐ Refund the allocated price after return
• ☐ Use the priority among remedies stated in Exhibit E

Response time: [________________________________]

Labor, travel, freight, removal, and reinstallation allocation:
[________________________________]

10.4 Exclusions

The warranty does not cover an issue to the extent caused by an exclusion
selected and described in Exhibit E, such as unauthorized modification,
operation outside stated parameters, improper maintenance, incompatible site
conditions, consumables, ordinary wear, or third-party components.

10.5 Optional Disclaimer

Use this clause only after counsel confirms its wording, conspicuous placement,
and availability for the transaction:

• ☐ EXCEPT FOR THE EXPRESS WARRANTIES SELECTED IN THIS AGREEMENT, SELLER
  DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF
  FITNESS FOR A PARTICULAR PURPOSE, AND BUYER ACCEPTS THE EQUIPMENT AS IS AND
  WITH ALL FAULTS, TO THE EXTENT THE COMPLETED TRANSACTION PERMITS THAT
  DISCLAIMER.

Separate Buyer initials if selected: [________]

11. SOFTWARE, FIRMWARE, AND DATA

If Equipment includes software, firmware, connectivity, remote access, or data
functions, Exhibit F must identify:

• Licensor, license scope, users, site, term, and transfer restrictions
• Required subscription, activation, connectivity, and third-party accounts
• Included versions, updates, patches, support, and end-of-support date
• Remote access, telemetry, diagnostic, and shutdown capabilities
• Data ownership, permitted use, retention, export, deletion, and security
• Cybersecurity dependencies and incident contacts
• Effect of resale, relocation, modification, and subscription expiration

The sale of physical Equipment does not itself promise transfer of software,
source code, accounts, subscriptions, data, or intellectual-property rights not
expressly identified in Exhibit F.

12. TRAINING, DOCUMENTATION, AND SERVICE

Seller shall provide only the training, manuals, records, maintenance, support,
and service expressly listed in Exhibit E.

Training audience and prerequisites: [________________________________]

Training hours and location: [________________________________]

Documentation format and language: [________________________________]

Preventive-maintenance responsibility: [________________________________]

Consumables and spare-parts responsibility: [__________________________]

Service response and escalation: [________________________________]

13. FINANCING AND SECURITY SCHEDULE

If any price is deferred, the Parties shall complete Exhibit G with counsel.
The exhibit shall state the debt, payment schedule, collateral description,
debtor and secured-party names, filing and authorization steps, insurance,
location controls, reporting, default, cure, repossession, disposition, payoff,
and termination-document responsibilities.

This Agreement alone is not represented as a financing statement, title filing,
or complete secured-transaction package.

Deferred amount: $[________________________________]

Separate security agreement: ☐ Required ☐ Not required

Filing or title documents: [________________________________]

14. PARTY REPRESENTATIONS AND COMPLIANCE

Each Party represents that the signatory has authority to execute the completed
Agreement. Seller makes only the ownership, condition, conformity, and other
representations selected in Exhibit A or Section 10.

Each Party shall perform the responsibilities allocated to it for permits,
licenses, registrations, sanctions, export controls, environmental handling,
workplace and site safety, accessibility, data, and industry regulation.

Regulated-equipment or end-use requirements: [________________________]

Required certificates and responsible Party: [________________________]

15. INDEMNITY, INSURANCE, AND RISK ALLOCATION

15.1 Selected Indemnity

• ☐ No contractual indemnity
• ☐ Seller indemnity described in Exhibit H
• ☐ Buyer indemnity described in Exhibit H
• ☐ Mutual third-party-claim indemnity described in Exhibit H

Any selected indemnity must identify the covered claim, causal standard,
excluded conduct, defense control, consent, cooperation, settlement authority,
insurance relationship, and survival period.

15.2 Insurance

Additional-insured, waiver, primary, notice, and subrogation terms apply only
as expressly written in Exhibit H and supported by the actual policy.

16. LIABILITY LIMITS AND DAMAGE TERMS

The Parties select and complete the allocation in Exhibit H:

• ☐ No contractual liability cap
• ☐ Aggregate cap of $[________________________________]
• ☐ Cap tied to [price / affected unit / insurance / other]
• ☐ No consequential-damages exclusion
• ☐ Consequential-damages exclusion stated in Exhibit H
• ☐ Agreed carve-outs: [________________________________]

No limit or exclusion is assumed enforceable merely because it appears in this
form. Counsel must test the completed clause against the transaction, claim,
remedy structure, bargaining record, mandatory law, and public policy.

17. DEFAULT, CURE, AND REMEDIES

17.1 Seller Default

Selected events:

• ☐ Failure to deliver by a firm long-stop date
• ☐ Failure to cure a supported rejection or warranty claim
• ☐ Failure to transfer the selected ownership interest or lien releases
• ☐ Material breach not cured within [____] days after detailed notice
• ☐ Other: [________________________________]

17.2 Buyer Default

Selected events:

• ☐ Failure to pay an undisputed amount when due
• ☐ Failure to provide required site access or dependencies
• ☐ Material breach not cured within [____] days after detailed notice
• ☐ Other: [________________________________]

17.3 Selected Remedies

• ☐ Require performance of an identified obligation
• ☐ Suspend affected performance after notice
• ☐ Cancel an affected commercial unit
• ☐ Repair, replace, reperform, or refund under Section 10
• ☐ Recover documented direct damages subject to Section 16
• ☐ Exercise remedies in a separate financing document
• ☐ Other: [________________________________]

The nonbreaching Party shall take reasonable steps to reduce avoidable loss
without waiving a preserved claim.

18. TERMINATION, RETURN, AND TRANSITION

Termination does not automatically reverse a completed transfer. A return or
refund remedy applies only when expressly selected and shall state:

• Which Equipment or commercial unit is affected
• Condition, deinstallation, packaging, freight, and risk during return
• Inspection and deduction procedure
• Refund amount and deadline
• Treatment of software, data, credentials, liens, and registrations
• Survival of accrued payment, confidentiality, warranty, indemnity, limit,
  dispute, and record obligations

Selected return protocol: [________________________________]

19. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

19.1 Confidentiality

• ☐ No confidentiality obligation
• ☐ Confidentiality terms in Exhibit F
• ☐ Separate nondisclosure agreement dated [__/__/____]

Any confidentiality term shall define protected information, exclusions,
permitted recipients and uses, safeguards, compelled disclosure, return or
deletion, duration, and treatment of information that remains protectable under
applicable law.

19.2 Intellectual Property

Except for rights expressly granted in Exhibit F, each Party retains its
preexisting intellectual property. Sale of Equipment does not transfer Seller's
designs, manufacturing methods, trademarks, software, source code, or other
rights beyond the selected use rights.

20. DISPUTE SCHEDULE

Negotiation representatives: [________________________________]

Negotiation period: [____] days after detailed dispute notice

• ☐ Court litigation
• ☐ Mediation before litigation
• ☐ Arbitration under a separately completed clause in Exhibit H
• ☐ Expert determination for technical issues only

Selected forum or hearing place: [________________________________]

Governing law selection: Mississippi, subject to mandatory law and a
claim-specific conflict-of-laws analysis.

This Agreement states no pre-dispute jury waiver, prevailing-party fee right,
exclusive forum, or arbitration obligation unless Exhibit H expressly selects
and counsel approves it.

21. GENERAL TERMS

21.1 Notices

Formal notices shall be delivered to the addresses below by the selected
methods, with proof retained:

21.2 Assignment

Neither Party may assign this Agreement except as selected here:

• ☐ Prior written consent required

• ☐ Assignment to an affiliate allowed with written notice and continuing
  responsibility

• ☐ Assignment in a sale of substantially all relevant business assets allowed
  subject to assumed obligations

• ☐ Other: [________________________________]

21.3 Changes

An amendment or change order must identify this Agreement, state the change,
and be signed by authorized representatives of both Parties.

21.4 Force Majeure

• ☐ No force-majeure clause
• ☐ Exhibit H states covered events, causation, notice, mitigation, allocation
  of cost, maximum suspension, and termination rights

Payment already due is not excused unless Exhibit H expressly says otherwise.

21.5 Records and Audit

Each Party shall retain the transaction records allocated to it for [____]
years or the longer period selected by counsel for the completed transaction.
No audit right exists unless Exhibit H states its scope, notice, frequency,
confidentiality, and cost allocation.

21.6 Entire Agreement; Severability; Waiver

The signed Agreement and selected exhibits are the entire agreement on their
subject. If a provision is unenforceable, the remaining provisions continue to
the extent the transaction can operate as intended. A waiver must be written
and applies only to the identified instance.

21.7 Counterparts and Signatures

The Parties may sign counterparts and exchange signature pages by the method
approved by counsel and accepted for any related title, filing, notarization,
or regulated-equipment requirement.

22. SIGNATURES

The Parties confirm that all selected schedules are attached and complete.

SELLER

Legal Name: [________________________________]

By: ________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

BUYER

Legal Name: [________________________________]

By: ________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A — EQUIPMENT AND CONDITION SCHEDULE

Photographs and inspection records incorporated: [______________________]

EXHIBIT B — PRICE, TAX, AND PAYMENT SCHEDULE

Transaction-specific tax analysis: [________________________________]

Selected late-charge provision: [________________________________]

Payment instructions and anti-fraud callback contact: [________________]

EXHIBIT C — DELIVERY, RIGGING, AND SITE SCHEDULE

Shipment point / destination: [________________________________]

Packaging / carrier / freight / unloading / rigging allocation:
[________________________________]

Site readiness and permits: [________________________________]

EXHIBIT D — INSPECTION, TESTING, AND ACCEPTANCE PROTOCOL

Test procedure and objective criteria: [________________________________]

Required data, witnesses, and certificate form: [______________________]

EXHIBIT E — WARRANTY AND SERVICE SCHEDULE

Warranty selections and duration: [________________________________]

Service levels, exclusions, and parts: [________________________________]

EXHIBIT F — SOFTWARE AND DATA SCHEDULE

Licenses, subscriptions, remote access, data, cybersecurity, and support:
[________________________________]

EXHIBIT G — TITLE, LIEN, AND FINANCING SCHEDULE

Ownership evidence, lien search, payoff, security documents, and filings:
[________________________________]

EXHIBIT H — RISK, INSURANCE, AND DISPUTE SCHEDULE

Indemnity: [________________________________]

Liability limits and exclusions: [________________________________]

Insurance: [________________________________]

Force majeure: [________________________________]

Dispute process and forum: [________________________________]