Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Montana UCC-Compliant — NO Sales Tax State)

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 and Serial Numbers
• Exhibit B – Price Schedule and Payment Milestones
• Exhibit C – Installation and Commissioning Plan
• Exhibit D – Training and Documentation 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: [ENTITY TYPE] organized under the laws of [STATE OF ORGANIZATION]
• Principal Address: [________________________________]
• Tax ID (EIN): [________________________________]

BUYER:

• Legal Name: [BUYER LEGAL NAME]
• Entity Type: [ENTITY TYPE] organized under the laws of [STATE OF ORGANIZATION]
• Principal Address: [________________________________]
• Tax ID (EIN): [________________________________]

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

RECITALS

WHEREAS, Seller is in the business of manufacturing, distributing, or selling the equipment described herein;

WHEREAS, Buyer desires to purchase such equipment for use in [DESCRIBE INTENDED USE — e.g., mining, ranching, timber, manufacturing, energy] in the State of Montana;

WHEREAS, the Parties intend this Agreement to constitute a contract for the sale of goods governed by Montana UCC Article 2 (MCA Title 30, Ch. 2); and

WHEREAS, the Parties desire to set forth the terms and conditions of such purchase and sale;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

2. DEFINITIONS

"Acceptance" means Buyer's express or implied acceptance per Section 7 and MCA § 30-2-606.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

"Applicable Law" means all applicable federal, state, and local statutes, regulations, ordinances, and rules, including MCA Title 30.

"Bill of Sale" means the document conveying title from Seller to Buyer.

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

"Closing" means the consummation of the purchase and sale.

"Commissioning" means testing and verification that Equipment operates per Specifications following Installation.

"Confidential Information" has the meaning in Section 15.

"Cure Period" has the meaning in Section 17.2.

"Delivery Date" means the date Seller tenders Equipment at the Delivery Point.

"Delivery Point" means [FOB LOCATION / BUYER'S FACILITY ADDRESS].

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

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

"Installation" means physical setup, assembly, connection, and calibration at Buyer's site.

"Inspection Period" means [NUMBER] Business Days following delivery (or Commissioning).

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

"Nonconformity" means failure to conform to Specifications or warranties in Section 8.

"Permitted Liens" means Liens identified on Exhibit A that Buyer has accepted.

"PMSI" means a purchase money security interest under MCA § 30-9A-103.

"Purchase Price" has the meaning in Section 5.1.

"Rejection Notice" means written notice specifying Nonconformities per Section 7.3.

"Specifications" means technical specifications and parameters in Exhibit A.

"Warranty Period" means [NUMBER] months following Acceptance (or Commissioning, if later).

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 it, free and clear of all Liens except Permitted Liens.

3.2 Identification of Goods

Equipment identified upon marking, shipping, or designation, or delivery to the Delivery Point (MCA § 30-2-501).

3.3 Quantity

As described in Exhibit A. Additional units require a written amendment.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Specifications

Equipment shall conform to Exhibit A, including:

☐ Manufacturer name and model number
☐ Year of manufacture
☐ Serial number(s) and/or VIN(s)
☐ Physical dimensions, weight, and power requirements
☐ Performance specifications and rated capacities
☐ Safety certifications (OSHA, EPA, MSHA for mining equipment, ANSI)
☐ Software/firmware version (if applicable)
☐ Condition (new / refurbished / used — with operating hours if applicable)
☐ Included accessories, attachments, and consumables

4.2 Changes to Specifications

No material changes without Buyer's prior written consent.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price

Buyer shall pay [AMOUNT IN WORDS] United States Dollars (USD $[AMOUNT]) (the "Purchase Price"), per Exhibit B.

5.2 Payment Milestones

5.3 Method of Payment

All payments in U.S. dollars by wire transfer or agreed method.

5.4 Late Payment Interest

Amounts not paid when due bear interest at [RATE]% per annum, calculated from due date until paid in full.

5.5 Taxes — NO MONTANA SALES TAX

Montana has NO general sales or use tax. The Purchase Price stated herein is inclusive of the fact that no Montana state or local sales tax applies to this transaction.

(a) No Sales Tax Collection Required. Seller is not required to collect sales or use tax on this transaction for Montana purposes. No exemption certificates are required for Montana sales tax purposes.

(b) Use Tax in Other Jurisdictions. If Buyer intends to move or use the Equipment in a state that imposes a use tax, Buyer is solely responsible for reporting and paying any applicable use tax in that jurisdiction.

(c) Resort Tax / Local Taxes. Certain Montana municipalities (e.g., Big Sky, Red Lodge, West Yellowstone, Whitefish, Virginia City) impose a local resort tax on certain retail sales. If the Delivery Point is in a resort tax jurisdiction and the Equipment qualifies as a taxable sale thereunder, Buyer shall pay any applicable resort tax.

(d) Other Taxes. Each Party is responsible for its own income and franchise taxes.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

Seller shall deliver the Equipment [FOB ORIGIN / FOB DESTINATION / FCA (Incoterms 2020)] no later than [DELIVERY DEADLINE].

6.2 Risk of Loss

(a) FOB Origin: Risk passes upon delivery to carrier (MCA § 30-2-509(1)).
(b) FOB Destination: Risk passes upon tender at Delivery Point (MCA § 30-2-509(1)).
(c) Nonconforming Equipment: Risk remains with Seller until cure or acceptance (MCA § 30-2-510).

6.3 Shipping and Insurance

Seller arranges shipping with insurance for full replacement cost. Shipping costs borne by [SELLER / BUYER / SPLIT: ________________].

6.4 Installation

☐ Installation by Seller included in Purchase Price
☐ Installation by Seller at additional cost of USD $[____]
☐ Buyer arranges its own installation

If Seller provides installation, per Exhibit C. Buyer provides site preparation.

6.5 Commissioning

Seller conducts commissioning tests per Exhibit C. Both Parties execute a Commissioning Certificate upon success.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

Buyer may inspect within the Inspection Period (MCA § 30-2-513). Inspection costs borne by Buyer unless Nonconformity found.

7.2 Acceptance

Acceptance occurs when Buyer: (a) signifies conformance or acceptance; (b) fails to reject within the Inspection Period; or (c) acts inconsistently with Seller's ownership (MCA § 30-2-606).

7.3 Rejection

Buyer may reject by Rejection Notice within the Inspection Period (MCA §§ 30-2-601, 30-2-602).

7.4 Seller's Right to Cure

Seller has [NUMBER] Business Days to cure (MCA § 30-2-508). Failure entitles Buyer to Section 17 remedies.

7.5 Revocation of Acceptance

Permitted if Nonconformity substantially impairs value and acceptance was on assumption of cure or without discovery due to Seller's assurances (MCA § 30-2-608).

8. WARRANTIES

8.1 Express Warranty

Seller warrants the Equipment shall: (a) conform to Specifications; (b) be free from defects; (c) be new (unless otherwise stated); and (d) meet written performance guarantees, for the Warranty Period (MCA § 30-2-313).

8.2 Implied Warranty of Merchantability

Unless disclaimed per Section 8.5, Equipment shall be merchantable (MCA § 30-2-314).

8.3 Implied Warranty of Fitness for a Particular Purpose

If Seller knows Buyer's particular purpose and Buyer relies on Seller's judgment, Equipment shall be fit (MCA § 30-2-315).

8.4 Warranty of Title and Against Infringement

Good title, freedom from Liens, and freedom from IP claims (MCA § 30-2-312).

8.5 Disclaimer of Warranties

☐ OPTION A – NO DISCLAIMER: All implied warranties apply.

☐ OPTION B – PARTIAL DISCLAIMER: EXCEPT AS SET FORTH IN SECTION 8.1, SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, PURSUANT TO MCA § 30-2-316. THIS DISCLAIMER IS CONSPICUOUS.

☐ OPTION C – "AS IS" SALE: EQUIPMENT SOLD "AS IS" AND "WITH ALL FAULTS." NO WARRANTIES EXCEPT TITLE (MCA § 30-2-312).

8.6 Warranty Remedies

Seller shall repair or replace during the Warranty Period. If unable, Buyer may pursue Section 17 remedies.

8.7 Magnuson-Moss Act

If Equipment is a "consumer product" (15 U.S.C. § 2301(1)), disclaimers must also comply with the Magnuson-Moss Act.

9. REPRESENTATIONS

9.1 Mutual Representations

Each Party represents:
(a) Duly organized, validly existing, and in good standing.
(b) Full power and authority to execute and perform.
(c) Agreement is legal, valid, and binding.
(d) No conflict with binding agreements, laws, or organizational documents.

9.2 Seller's Additional Representations

(a) Good and marketable title, free of Liens except Permitted Liens.
(b) Equipment complies with OSHA, EPA, MSHA (if mining equipment), and Applicable Laws.
(c) No pending or threatened litigation.
(d) All necessary permits and licenses held.

9.3 Buyer's Additional Representations

(a) Financial capability for payment obligations.
(b) Equipment used in compliance with Applicable Laws, including Montana Department of Environmental Quality regulations.

10. TRAINING AND DOCUMENTATION

10.1 Training

☐ On-site operator training: [NUMBER] hours/days
☐ Remote / virtual training: [NUMBER] sessions
☐ Training at Seller's facility: [NUMBER] hours/days (travel by [PARTY])
☐ No training included

Details in Exhibit D.

10.2 Documentation

Seller shall deliver:
☐ Operation and maintenance manuals
☐ Parts lists and diagrams
☐ Safety data sheets (SDS)
☐ Calibration and testing records
☐ Certificate of origin / compliance
☐ Software/firmware documentation and license keys (if applicable)

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Maintenance Terms

☐ Seller provides maintenance during Warranty Period at no cost
☐ Optional maintenance plan per Exhibit E at USD $[AMOUNT]/year
☐ Buyer solely responsible after Acceptance

11.2 Spare Parts Availability

Parts available for [NUMBER] years with [NUMBER] months' discontinuation notice.

11.3 Service Level Commitments

If maintenance plan elected, response within [NUMBER] hours, on-site service within [NUMBER] Business Days.

12. INDEMNIFICATION

12.1 Seller's Indemnification

Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates, officers, directors, employees, and agents from claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:
(a) Breach of Seller's representations, warranties, or obligations;
(b) Equipment defects causing personal injury or property damage;
(c) Third-party IP infringement;
(d) Undisclosed Liens; or
(e) Seller's violation of Applicable Law, including MCA Title 30, Ch. 14 (Unfair Trade Practices).

12.2 Buyer's Indemnification

Buyer shall indemnify Seller from claims arising from:
(a) Buyer's breach of representations, warranties, or obligations;
(b) Buyer's use, modification, or resale after Acceptance (except Seller's warranty breach); or
(c) Buyer's violation of Applicable Law.

12.3 Indemnification Procedure

(a) Prompt written notice; (b) indemnifying Party controls defense; (c) reasonable cooperation.

13. LIMITATION OF LIABILITY

13.1 Liability Cap

EXCEPT FOR (i) INDEMNIFICATION UNDER SECTION 12.1, (ii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (iii) WARRANTY OF TITLE, AND (iv) BUYER'S PAYMENT OBLIGATIONS, AGGREGATE LIABILITY SHALL NOT EXCEED [DOLLAR AMOUNT OR MULTIPLE OF PURCHASE PRICE].

13.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY MONTANA LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.

13.3 Essential Purpose

LIMITATIONS APPLY NOTWITHSTANDING FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE.

14. INTELLECTUAL PROPERTY

14.1 Ownership

Seller retains all IP rights in Equipment design, engineering, technology, software, and firmware.

14.2 License Grant

Non-exclusive, non-transferable, perpetual license to use embedded software solely with the Equipment.

14.3 IP Infringement

Seller's indemnification per Section 12.1(c). Inapplicable for unauthorized modification, combination, or off-Specification use.

15. CONFIDENTIALITY

15.1 Definition

"Confidential Information" means non-public information disclosed in connection with this Agreement. Exclusions: publicly available, previously known, independently developed, or received from an unrestricted third party.

15.2 Obligations

Use solely for this Agreement; protect with reasonable care; limit to need-to-know personnel with comparable obligations.

15.3 Trade Secrets

Information qualifying as a trade secret under the Montana Uniform Trade Secrets Act (MCA Title 30, Ch. 14, Part 4) is protected while it retains trade secret status. Remedies include injunctive relief, damages for actual loss and unjust enrichment, and for willful and malicious misappropriation, exemplary damages up to twice other damages plus attorneys' fees (MCA §§ 30-14-403, 30-14-404).

15.4 Duration

Confidentiality obligations (except trade secrets) survive [NUMBER] years after termination.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Passage of Title

Title passes upon [SELECT: (a) full payment; (b) delivery; (c) Acceptance; (d) other].

16.2 Title Retention

☐ If elected: Until full payment, Seller retains title. Seller's interest is a PMSI under MCA § 30-9A-103.

16.3 Purchase Money Security Interest (PMSI)

If Seller retains a security interest:
(a) Buyer grants Seller a PMSI in Equipment and all proceeds.
(b) Buyer authorizes filing UCC-1 with the Montana Secretary of State (MCA § 30-9A-501).
(c) For PMSI priority, Seller must file before or within twenty (20) days of Buyer receiving possession (MCA § 30-9A-324(a)).
(d) Buyer shall execute additional perfection documents.

16.4 Buyer's Obligations Pending Full Payment

Until full payment: (a) maintain in good condition; (b) insure for full replacement, Seller as loss payee; (c) no sale, lease, or encumbrance without consent; (d) no removal from Montana without consent.

17. DEFAULT AND REMEDIES

17.1 Events of Default

(a) Buyer Default: (i) payment failure after notice; (ii) uncured material breach; (iii) bankruptcy or insolvency.
(b) Seller Default: (i) delivery failure (subject to Force Majeure); (ii) uncured nonconformity; (iii) uncured material breach; (iv) bankruptcy or insolvency.

17.2 Notice and Cure Period

Written notice. Cure Period: [NUMBER] days; payment defaults: [NUMBER] Business Days.

17.3 Buyer's Remedies

Upon Seller Default:
(a) Cover and recover difference (MCA § 30-2-712);
(b) Non-Delivery Damages (MCA § 30-2-713);
(c) Specific Performance where unique (MCA § 30-2-716);
(d) Refund of all amounts; or
(e) Incidental/Consequential Damages (MCA § 30-2-715), subject to Section 13.

17.4 Seller's Remedies

Upon Buyer Default:
(a) Withhold Delivery (MCA § 30-2-703);
(b) Resell commercially (MCA § 30-2-706);
(c) Action for Price (MCA § 30-2-709);
(d) Non-Acceptance Damages (MCA § 30-2-708); or
(e) Repossession under PMSI (MCA § 30-9A-609).

17.5 Cumulative Remedies

Remedies are cumulative and not exclusive.

17.6 Statute of Limitations

UCC actions: four (4) years (MCA § 30-2-725); reducible to one (1) year. General Montana contract SOL: five (5) years (MCA § 27-2-202).

18. TERM AND TERMINATION

18.1 Term

Effective until all obligations fully performed.

18.2 Termination for Default

Either Party may terminate upon uncured Event of Default.

18.3 Termination for Convenience

☐ Permitted upon [NUMBER] days' notice with payment adjustments.
☐ Not permitted.

18.4 Effect of Termination

Accrued obligations survive. Sections 8, 12, 13, 14, 15, 16, 17, 19, and 20 survive termination.

19. DISPUTE RESOLUTION

19.1 Governing Law

This Agreement is governed by Montana law, including the UCC (MCA Title 30), without conflict-of-laws principles.

19.2 Exclusive Jurisdiction and Venue

The Parties submit to the exclusive jurisdiction of the District Court of [COUNTY — e.g., Yellowstone, Lewis and Clark, Gallatin, Missoula, Cascade] County, Montana, or the United States District Court for the District of Montana. Each Party waives venue objections and inconvenient forum defenses.

19.3 Arbitration (Optional)

☐ OPTION A – ARBITRATION ELECTED: Disputes resolved by binding arbitration under [AAA / JAMS / OTHER] [Commercial Arbitration Rules], in [CITY], Montana.

☐ OPTION B – NO ARBITRATION: Section 19.2 governs.

19.4 Jury Trial Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. BOTH PARTIES CONSENT IN WRITING TO THIS WAIVER.

Written Consent to Jury Waiver:
Seller Signature: _______________________ Date: [__/__/____]
Buyer Signature: _______________________ Date: [__/__/____]

19.5 Prevailing Party Attorneys' Fees

The prevailing Party shall recover reasonable attorneys' fees, costs, and expenses.

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement and all Exhibits constitute the entire agreement.

20.2 Amendments

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

20.3 Assignment

No assignment without prior written consent, except to an Affiliate or in a merger/acquisition. Unauthorized assignments void.

20.4 Notices

Written notices given when: (a) delivered personally; (b) certified mail, return receipt; (c) overnight courier; or (d) confirmed email.

20.5 Severability

Invalid provisions reformed; remaining provisions in full force.

20.6 Force Majeure

Neither Party liable for delay (other than payment) due to causes beyond reasonable control, including acts of God, wildfire, severe weather, pandemic, government action, or supply chain disruptions. Notice and mitigation required. Termination permitted after [NUMBER] consecutive days.

20.7 Electronic Signatures

Electronic signatures valid under Montana UETA (MCA Title 30, Ch. 18, Part 1) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.). Counterparts permitted.

20.8 Waiver

No waiver of breach constitutes waiver of subsequent breaches. Written waivers only.

20.9 Relationship of Parties

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

20.10 Third-Party Beneficiaries

No third-party rights except indemnified parties in Section 12.

20.11 Construction

Construed without regard to drafting Party. Headings for convenience.

20.12 Montana Consumer Protection

Seller shall comply with Montana's Unfair Trade Practices and Consumer Protection Act (MCA Title 30, Ch. 14, Parts 1-2). The Attorney General or private parties may seek injunctive relief, damages (including treble damages for knowing violations), and attorneys' fees (MCA § 30-14-133).

20.13 No Sales Tax Acknowledgment

The Parties acknowledge that Montana imposes no general sales or use tax. The Purchase Price does not include any Montana sales tax component. If Buyer subsequently moves the Equipment to another state, Buyer is solely responsible for any use tax obligations in that jurisdiction.

21. EXECUTION BLOCK

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

SELLER:

BUYER:

Acknowledgment of Key Terms:

☐ Warranty Disclaimer (Section 8.5): _______ (Initials)
☐ Limitation of Liability (Section 13): _______ (Initials)
☐ Jury Trial Waiver — Written Consent (Section 19.4): _______ (Initials)
☐ Governing Law — Montana (Section 19.1): _______ (Initials)
☐ No Sales Tax Acknowledgment (Section 20.13): _______ (Initials)

EXHIBIT A — EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

Performance Specifications: [________________________________]

Safety Certifications: [________________________________]

MSHA Compliance (if mining equipment): ☐ Yes ☐ N/A

Included Accessories/Attachments: [________________________________]

Permitted Liens (if any): [________________________________]

EXHIBIT B — PRICE SCHEDULE AND PAYMENT MILESTONES

EXHIBIT C — INSTALLATION AND COMMISSIONING PLAN

Site Location: [________________________________]

Site Preparation Requirements: [________________________________]

Remote Site Logistics (if applicable): [________________________________]

Commissioning Acceptance Criteria: [________________________________]

EXHIBIT D — TRAINING AND DOCUMENTATION SCHEDULE

Documentation Deliverables:
☐ Operations manual ☐ Maintenance manual ☐ Parts catalog ☐ Safety manual / SDS ☐ Software documentation ☐ Warranty documentation

EXHIBIT E — MAINTENANCE AND SERVICE TERMS

Warranty Period Maintenance: [________________________________]

Post-Warranty Options:
☐ Full-service maintenance: $[________]/year
☐ Parts-only support: $[________]/year
☐ Time-and-materials: $[________]/hour

Emergency Response Time: [____] hours

Remote Site Service Surcharge (if applicable): $[________]

Spare Parts Availability: [____] years from Effective Date

This template is provided for informational purposes only and does not constitute legal advice. It must be reviewed by a qualified attorney licensed in Montana before use. Montana has NO general sales tax, a 10% legal interest rate (MCA § 31-1-106), and unique employment protections under the Wrongful Discharge from Employment Act (MCA § 39-2-901 et seq.). Prepared for use on the ezel.ai platform.