Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(North Carolina UCC-Compliant — N.C.G.S. Chapter 25, Article 2)

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: [________________________________]
NC Sales Tax Registration No.: [________________________________]
(hereinafter "Seller")

BUYER:
Name: [________________________________]
Entity Type: [________________________________] organized under the laws of [________________________________]
Principal Address: [________________________________]
NC Sales 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 North Carolina Uniform Commercial Code (N.C.G.S. §§ 25-2-101 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 per Section 7, or deemed acceptance under N.C.G.S. § 25-2-606.

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

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

"Business Day" means any day other than Saturday, Sunday, or a day banks in North Carolina 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 (N.C.G.S. § 25-2-106).

"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 N.C.G.S. § 25-9-103.

"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 North Carolina UCC (N.C.G.S. Chapter 25).

"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, subject to this Agreement.

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

No changes without written agreement. Material changes require 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 the rate of eight percent (8%) per annum — the legal rate of interest under N.C.G.S. § 24-1 — calculated from the due date until actual payment.

North Carolina Interest Rate Law:
- Legal Rate: N.C.G.S. § 24-1 provides that "the legal rate of interest shall be eight percent (8%) per annum for such time as interest may accrue, and no more."
- Contract Rate: Under N.C.G.S. § 24-1.1, the parties to a business loan of $25,000 or more may contract for any rate of interest (no usury cap for qualifying business loans).
- Judgment Interest: N.C.G.S. § 24-5 provides that interest on judgments in non-contract actions accrues at the legal rate (8%). In contract actions, if the parties agreed the contract rate applies after judgment, the contract rate applies; otherwise the legal rate (8%) applies.

5.5 Taxes

(a) Sales and Use Tax. North Carolina imposes a state sales tax of 4.75% (N.C.G.S. § 105-164.4), plus local county taxes of up to 2.75%, for combined rates of up to 7.50%. Seller shall collect unless Buyer provides a valid exemption certificate.

(b) Mill Machinery Exemption. Mill (manufacturing) machinery, including parts and accessories, as well as specialized equipment for loading or processing, is exempt from North Carolina sales and use tax under N.C.G.S. § 105-164.13. This includes repairs to industrial machinery and service contracts for mill machinery. To claim the exemption, Buyer must provide Seller with a properly completed exemption certificate (Form E-595E or successor form).

(c) Energy and Raw Materials. Fuel, electricity, and piped natural gas sold to a manufacturer for use in connection with the operation of a manufacturing facility are exempt (N.C.G.S. § 105-164.13). Raw materials and component parts of manufactured products are also exempt.

(d) Responsibility. Buyer is responsible for all taxes after delivery except Seller's income taxes.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

☐ FOB Seller's Facility (N.C.G.S. § 25-2-319) — 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 N.C.G.S. § 25-2-509.

6.3 Title Passage

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

6.4 Shipping and Insurance

(a) Carrier: [________________________________]. Freight: ☐ included / ☐ Buyer pays.
(b) Risk-bearing Party insures for full replacement value.
(c) Seller packs per industry standards.

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) Commissioning Certificate executed or no objection 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 N.C.G.S. § 25-2-513.

7.2 Inspection Period

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

7.3 Acceptance

Earliest of: (a) written Acceptance; (b) Commissioning Certificate; (c) production use; or (d) Inspection Period expiration.

Acceptance does not impair warranty rights (N.C.G.S. § 25-2-607(2)).

7.4 Rejection and Cure

(a) Rejection within Inspection Period (N.C.G.S. §§ 25-2-601, 25-2-602).
(b) Perfect Tender (N.C.G.S. § 25-2-601).
(c) Right to Cure — [____] days (N.C.G.S. § 25-2-508).
(d) Failure to Cure — cancel (§ 25-2-711), cover (§ 25-2-712), or damages (§ 25-2-713).

7.5 Revocation of Acceptance

Per N.C.G.S. § 25-2-608.

8. WARRANTIES

8.1 Express Warranty

For [____] months after Acceptance (the "Warranty Period"):
(a) Conformity to Specifications;
(b) Free from defects in materials and workmanship;
(c) Operates within Performance Specifications; and
(d) New (unless Exhibit A states otherwise).

8.2 Implied Warranty of Merchantability

Per N.C.G.S. § 25-2-314.
☐ Retained ☐ Disclaimed — See Section 8.5.

8.3 Implied Warranty of Fitness for Particular Purpose

Per N.C.G.S. § 25-2-315.
☐ Retained ☐ Disclaimed — See Section 8.5.

8.4 Warranty Remedies

Seller shall, at sole cost: (a) repair/replace within [____] Business Days; or (b) refund 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 (N.C.G.S. § 25-2-314) AND FITNESS FOR A PARTICULAR PURPOSE (N.C.G.S. § 25-2-315). THIS DISCLAIMER IS CONSPICUOUS AS REQUIRED BY N.C.G.S. § 25-2-316(2).

8.6 Warranty Exclusions

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

8.7 Statute of Limitations

Under N.C.G.S. § 25-2-725, actions for breach of a sales contract must commence within four (4) years. The Parties may reduce to not less than one (1) year.

North Carolina Practice Note: For non-UCC written contract claims, N.C.G.S. § 1-52(1) provides a three (3)-year statute of limitations. This is shorter than the UCC's four-year period. For claims that could be characterized as either UCC or non-UCC, the applicable SOL matters greatly — carefully analyze which statute governs each claim.

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 IP infringement;
(c) Compliance — manufactured per Applicable Laws;
(d) Condition — new unless stated otherwise; and
(e) Tax Registration — registered to collect NC 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 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 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, EVEN IF ADVISED OF THE POSSIBILITY. Per N.C.G.S. § 25-2-719(3), commercial limitation is not prima facie unconscionable.

13.3 Essential Purpose

If a remedy fails of its essential purpose (N.C.G.S. § 25-2-719(2)), 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 North Carolina Trade Secrets Protection Act (N.C.G.S. §§ 66-152 to 66-157).

NC Trade Secrets Protection Act Note: North Carolina enacted its own Trade Secrets Protection Act (TSPA) rather than adopting the Uniform Trade Secrets Act. The NC TSPA has some differences from the UTSA — most notably, the definition of "trade secret" in N.C.G.S. § 66-152(3) includes "business or technical information" and requires that the information "derives independent actual or potential commercial value from not being generally known." The TSPA also provides for both actual damages and unjust enrichment (N.C.G.S. § 66-154), as well as exemplary damages up to three times the actual damages for willful and malicious misappropriation (N.C.G.S. § 66-154(c)).

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 N.C.G.S. § 66-152(3).

15.6 Remedies

Injunctive relief per N.C.G.S. § 66-154(a). Actual damages and unjust enrichment per N.C.G.S. § 66-154(b). Exemplary damages up to three times actual damages for willful and malicious misappropriation (N.C.G.S. § 66-154(c)). Reasonable attorneys' fees for willful and malicious misappropriation or bad-faith claims (N.C.G.S. § 66-154(d)). Statute of limitations for misappropriation: three (3) years per N.C.G.S. § 66-157.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Reservation of Title

☐ Applicable. Title reserved until payment in full (N.C.G.S. § 25-2-401), operating as a security interest.
☐ Not Applicable.

16.2 PMSI

Seller's interest is a PMSI (N.C.G.S. § 25-9-103) with super-priority (N.C.G.S. § 25-9-324).

16.3 Perfection

(a) Buyer authorizes filing a UCC-1 with the North Carolina Secretary of State (Raleigh, NC) to perfect the security interest. North Carolina uses centralized filing.
(b) Filing Fee: Standard UCC-1 filing fee is currently $30.00 (online filing via the NC Secretary of State's website).
(c) Continuation statements per N.C.G.S. § 25-9-515.

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 (N.C.G.S. §§ 25-2-711 to 25-2-717)

(a) Cancel (§ 25-2-711); (b) Cover (§ 25-2-712); (c) Damages for non-delivery (§ 25-2-713); (d) Incidental/consequential damages (§ 25-2-715), subject to Section 13; (e) Specific performance (§ 25-2-716); (f) Recover amounts paid.

17.3 Seller's Remedies (N.C.G.S. §§ 25-2-703 to 25-2-710)

(a) Withhold/stop delivery (§§ 25-2-703, 25-2-705); (b) Resell (§ 25-2-706); (c) Damages/lost profits (§§ 25-2-708, 25-2-710); (d) Action for the price (§ 25-2-709); (e) Cancel; (f) Secured party rights (§§ 25-9-601 et seq.).

17.4 Cumulative Remedies

All remedies are cumulative.

17.5 Attorneys' Fees

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

North Carolina Practice Note: North Carolina follows the "American Rule" — each party pays its own fees absent contractual or statutory authority. This contractual provision is enforceable. N.C.G.S. § 6-21.2 also permits recovery of attorneys' fees for breach of a promissory note or obligation to pay money if certain notice requirements are met.

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

North Carolina law, including the NC UCC (N.C.G.S. Chapter 25), 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 [________________________________], North Carolina.
☐ Not Elected.

19.4 Litigation

Exclusive jurisdiction in the General Court of Justice, Superior Court Division, of [________________________________] County, North Carolina, or the United States District Court for the [Middle / Eastern / Western] District of North Carolina.

North Carolina Court System Note: North Carolina's trial courts include the Superior Court Division (general civil jurisdiction for amounts exceeding $25,000) and the District Court Division (civil jurisdiction for amounts up to $25,000). For substantial equipment purchase disputes, the Superior Court is the appropriate forum.

19.5 Arbitration (Optional)

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

19.6 JURY TRIAL — NORTH CAROLINA MANDATORY NOTICE

CRITICAL NORTH CAROLINA WARNING — JURY TRIAL WAIVERS ARE PER SE UNENFORCEABLE.

Under N.C.G.S. § 22B-10: "In any dispute or controversy arising out of a contract or agreement... any provision waiving the right to trial by jury is hereby declared to be against the public policy of this State and therefore void and unenforceable."

THIS AGREEMENT DOES NOT CONTAIN A JURY TRIAL WAIVER BECAUSE SUCH A WAIVER IS VOID AND UNENFORCEABLE UNDER NORTH CAROLINA LAW, REGARDLESS OF WHETHER THE PARTIES ARE SOPHISTICATED COMMERCIAL ENTITIES.

This prohibition is absolute — it applies to all contracts without exception. North Carolina is one of a small number of states with this blanket prohibition. Parties who wish to avoid a jury trial in North Carolina must elect binding arbitration under Section 19.5 above.

19.7 Provisional Remedies

Nothing herein precludes seeking injunctive relief to protect Confidential Information or IP.

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement and Exhibits constitute the entire agreement.

20.2 Amendments

In writing signed by both Parties.

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 and Restrictive Covenants

CRITICAL NORTH CAROLINA NOTE — RED PENCIL / STRICT BLUE PENCIL DOCTRINE: North Carolina follows the "strict blue pencil" doctrine for restrictive covenants, under which courts will not rewrite or reform an overbroad covenant. Instead, a court may only enforce the divisible portions that are independently reasonable and strike those that are not. If a restrictive covenant in this Agreement (including any non-compete, non-solicitation, or territorial restriction) is found overbroad, the entire covenant may be invalidated — North Carolina courts will not narrow it to make it enforceable. Draft restrictive covenants with precision and consider using "step-down" or alternative provisions where the most restrictive reasonable limitation is presented alongside a narrower fallback.

For all other provisions: if any provision is held invalid, it shall be severed and the remainder shall continue in full force.

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 North Carolina UETA (N.C.G.S. §§ 66-311 to 66-330) 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. For avoidance of doubt, no waiver of any right under this Agreement shall be construed as a waiver of the right to a jury trial, which cannot be waived under North Carolina law (N.C.G.S. § 22B-10).

20.10 Relationship

Independent contractors.

20.11 Third-Party Beneficiaries

None.

20.12 Construction

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

20.13 North Carolina Tax Compliance

NC imposes 4.75% state sales tax plus local taxes (up to 2.75%). Mill (manufacturing) machinery and parts are exempt under N.C.G.S. § 105-164.13. Repairs to industrial machinery and service contracts for mill machinery are also exempt. Energy and raw materials for manufacturing are exempt. Buyer must provide a properly completed exemption certificate (Form E-595E) and shall 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 North Carolina-licensed attorney before execution. Last updated: 2026-02-28.