Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(North Dakota UCC-Compliant)

TABLE OF CONTENTS

1. Document Header and Recitals
2. Definitions
3. Sale and Purchase of Equipment
4. Equipment Specifications and Serial Numbers
5. Pricing and Payment Terms
6. Delivery, Installation, and Commissioning
7. Inspection and Acceptance
8. Warranties
9. Representations
10. Training and Documentation
11. Maintenance and Service Obligations
12. Indemnification
13. Limitation of Liability
14. Intellectual Property
15. Confidentiality
16. Title Retention and Security Interests
17. Default and Remedies
18. Term and Termination
19. Dispute Resolution
20. General Provisions
21. Execution Block

Exhibits:

• Exhibit A – Equipment Specifications 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): [________________________________]
• ND Sales Tax Permit No.: [________________________________]

BUYER:

• Legal Name: [BUYER LEGAL NAME]
• Entity Type: [ENTITY TYPE] organized under the laws of [STATE OF ORGANIZATION]
• Principal Address: [________________________________]
• Tax ID (EIN): [________________________________]
• ND Sales Tax Exemption Certificate No. (if applicable): [________________________________]

(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] in the State of North Dakota;

WHEREAS, the Parties intend this Agreement to constitute a contract for the sale of goods governed by North Dakota UCC Article 2 (NDCC Title 41, Ch. 41-02);

[// GUIDANCE (ANTI-CORPORATE FARMING): If Buyer is a corporate entity purchasing agricultural equipment for farming operations, verify compliance with NDCC § 10-06.1. Exceptions exist for family farm corporations, authorized farm corporations, and certain limited partnerships.]

WHEREAS, Buyer represents that its acquisition of Equipment for agricultural use, if any, complies with North Dakota anti-corporate farming laws (NDCC § 10-06.1); 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 and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

"Acceptance" means Buyer's express or implied acceptance of the Equipment pursuant to Section 7 and NDCC § 41-02-69 (UCC § 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 federal, state, and local statutes, regulations, ordinances, and rules applicable to the transactions contemplated herein, including NDCC Title 41.

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

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

"Closing" means the consummation of the purchase and sale, including full payment and delivery of title documents.

"Commissioning" means testing and verification that the Equipment operates in accordance with the Specifications following Installation.

"Confidential Information" has the meaning set forth in Section 15.

"Cure Period" has the meaning set forth in Section 17.2.

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

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

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

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

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

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

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

"Nonconformity" means any failure of the Equipment to conform to the Specifications or warranties set forth in Section 8.

"Permitted Liens" means Liens identified on Exhibit A that Buyer has expressly agreed to accept.

"PMSI" means a purchase money security interest as defined in NDCC § 41-09-41 (UCC § 9-103).

"Purchase Price" has the meaning set forth in Section 5.1.

"Rejection Notice" means written notice from Buyer specifying Nonconformities pursuant to Section 7.3.

"Specifications" means the technical specifications, performance standards, and operating parameters set forth 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

Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and deliver the Equipment to Buyer, and Buyer agrees to purchase and accept the Equipment from Seller, free and clear of all Liens except Permitted Liens.

3.2 Identification of Goods

The Equipment shall be identified to this contract upon the earlier of: (a) marking, shipping, or designation by Seller; or (b) delivery to the Delivery Point, in accordance with NDCC § 41-02-51 (UCC § 2-501).

3.3 Quantity

The Equipment is as described in Exhibit A. Additional units, accessories, or spare parts require a written amendment or purchase order.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Specifications

The Equipment shall conform to the Specifications in Exhibit A, which shall include:

☐ 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, ANSI, as applicable)
☐ 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 to the Specifications shall be made without Buyer's prior written consent. If Seller proposes a change and Buyer does not consent, Buyer may terminate under Section 18.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price

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

5.2 Payment Milestones

5.3 Method of Payment

All payments shall be made in U.S. dollars by wire transfer to the account designated in writing by Seller, or by such other method as the Parties agree in writing.

5.4 Late Payment Interest

Any amount not paid when due shall bear interest at [RATE]% per annum (not to exceed the maximum rate permitted under NDCC § 47-14-09, which is the average rate on 6-month U.S. Treasury bills plus 5.5%, with a floor of 7%), calculated from the due date until paid in full.

5.5 Taxes

(a) Sales and Use Tax. North Dakota imposes a 5% state sales tax on tangible personal property (NDCC § 57-39.2-02.1). Local jurisdictions may impose additional taxes up to a combined maximum of approximately 8.5%. Unless an exemption applies, Buyer shall pay all applicable sales and use taxes, and Seller shall collect and remit the same.

(b) Exemptions. If Buyer claims a sales tax exemption, Buyer shall provide Seller with a valid North Dakota Certificate of Exemption (Form 21919) prior to delivery.

(c) Other Taxes. Each Party shall be responsible for its own income, franchise, and similar taxes.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

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

6.2 Risk of Loss

(a) FOB Origin: Risk of loss passes to Buyer upon delivery to the carrier at the shipping point (NDCC § 41-02-59, UCC § 2-509(1)).

(b) FOB Destination: Risk of loss passes to Buyer upon tender of delivery at the Delivery Point (NDCC § 41-02-59, UCC § 2-509(1)).

(c) If the Equipment is nonconforming, risk of loss remains with Seller until cure or acceptance (NDCC § 41-02-60, UCC § 2-510).

6.3 Shipping and Insurance

Seller shall arrange shipping and maintain insurance covering the full replacement cost during transit. Shipping costs borne by [SELLER / BUYER / SPLIT: ________________].

6.4 Installation

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

If Seller provides installation, Seller shall install the Equipment per the plan in Exhibit C. Buyer shall provide adequate site preparation, including [POWER, FOUNDATION, VENTILATION, CLEARANCE, ETC.].

6.5 Commissioning

Upon completion of Installation, Seller shall conduct commissioning tests per Exhibit C. Both Parties shall execute a Commissioning Certificate upon successful completion.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

Buyer shall have the right to inspect the Equipment within the Inspection Period following delivery (or Commissioning, if applicable), pursuant to NDCC § 41-02-66 (UCC § 2-513). Inspection costs borne by Buyer unless inspection reveals a Nonconformity.

7.2 Acceptance

Acceptance occurs when Buyer: (a) signifies conformance or acceptance despite Nonconformity; (b) fails to make an effective rejection within the Inspection Period; or (c) does any act inconsistent with Seller's ownership (NDCC § 41-02-69, UCC § 2-606).

7.3 Rejection

If the Equipment fails in any respect to conform, Buyer may reject all or any commercial unit by delivering a Rejection Notice within the Inspection Period specifying each Nonconformity (NDCC §§ 41-02-70 through 41-02-73, UCC §§ 2-601 through 2-604).

7.4 Seller's Right to Cure

Seller shall have [NUMBER] Business Days to cure a Nonconformity by repair or replacement (NDCC § 41-02-63, UCC § 2-508). If Seller fails to cure, Buyer may exercise remedies under Section 17.

7.5 Revocation of Acceptance

Buyer may revoke acceptance if: (a) the Nonconformity substantially impairs value; and (b) acceptance was made with reasonable assumption of cure that did not occur, or without discovery due to Seller's assurances (NDCC § 41-02-74, UCC § 2-608).

8. WARRANTIES

8.1 Express Warranty

Seller warrants that the Equipment shall: (a) conform to the Specifications; (b) be free from defects in materials and workmanship; (c) be new (unless stated otherwise in Exhibit A); and (d) perform in accordance with written performance guarantees, for the Warranty Period (NDCC § 41-02-31, UCC § 2-313).

8.2 Implied Warranty of Merchantability

Unless disclaimed per Section 8.5, the Equipment shall be merchantable: fit for ordinary purposes, passing without objection in the trade, and conforming to label promises (NDCC § 41-02-32, UCC § 2-314).

8.3 Implied Warranty of Fitness for a Particular Purpose

If Seller knows of Buyer's particular purpose and Buyer relies on Seller's judgment, the Equipment shall be fit for such purpose (NDCC § 41-02-33, UCC § 2-315).

8.4 Warranty of Title and Against Infringement

Seller warrants good title, delivery free from Liens unknown to Buyer, and freedom from third-party IP claims (NDCC § 41-02-30, UCC § 2-312).

8.5 Disclaimer of Warranties (If Applicable)

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

☐ OPTION B – PARTIAL DISCLAIMER: EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY NDCC § 41-02-34. THIS DISCLAIMER IS CONSPICUOUS.

☐ OPTION C – "AS IS" SALE: THE EQUIPMENT IS SOLD "AS IS" AND "WITH ALL FAULTS." SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THE WARRANTY OF TITLE UNDER NDCC § 41-02-30.

8.6 Warranty Remedies

During the Warranty Period, Seller shall repair or replace nonconforming Equipment. If repair or replacement fails within a commercially reasonable time, Buyer may pursue remedies under Section 17.

8.7 Magnuson-Moss Act

If the Equipment qualifies as a "consumer product" under 15 U.S.C. § 2301(1), warranty disclaimers must comply with both NDCC § 41-02-34 and the Magnuson-Moss Warranty Act (15 U.S.C. §§ 2301-2312).

9. REPRESENTATIONS

9.1 Mutual Representations

Each Party represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction.
(b) It has full power and authority to execute, deliver, and perform this Agreement.
(c) This Agreement constitutes its legal, valid, and binding obligation.
(d) Execution and performance do not conflict with any binding agreement, law, or organizational document.

9.2 Seller's Additional Representations

(a) Seller has good and marketable title to the Equipment, free of all Liens except Permitted Liens.
(b) The Equipment has been manufactured and maintained in compliance with all Applicable Laws, including OSHA and EPA requirements.
(c) No litigation is pending or threatened that would affect Seller's performance or Buyer's title.
(d) Seller holds all permits and licenses required for the manufacture, sale, and delivery of the Equipment.

9.3 Buyer's Additional Representations

(a) Buyer has the financial capability to perform its payment obligations.
(b) Buyer shall use the Equipment in compliance with all Applicable Laws.
(c) If acquiring Equipment for agricultural use as a corporate entity, Buyer's acquisition complies with NDCC § 10-06.1.

10. TRAINING AND DOCUMENTATION

10.1 Training

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

Details are set forth in Exhibit D.

10.2 Documentation

Seller shall deliver at or before delivery:
☐ 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 the Warranty Period at no additional cost
☐ Optional maintenance plan per Exhibit E at USD $[AMOUNT]/year
☐ Buyer solely responsible for maintenance after Acceptance

11.2 Spare Parts Availability

Seller shall make replacement parts available for [NUMBER] years at then-current prices, with [NUMBER] months' notice before discontinuing any part.

11.3 Service Level Commitments

If a maintenance plan is elected, Seller shall respond within [NUMBER] hours and provide 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, costs, and expenses (including reasonable attorneys' fees) arising from:
(a) Breach of Seller's representations, warranties, or obligations;
(b) Defects in the Equipment causing personal injury or property damage;
(c) Third-party IP infringement claims related to the Equipment;
(d) Undisclosed Liens or encumbrances on the Equipment; or
(e) Seller's violation of Applicable Law, including NDCC Ch. 51-15.

12.2 Buyer's Indemnification

Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates, officers, directors, employees, and agents from claims arising from:
(a) Breach of Buyer's representations, warranties, or obligations;
(b) Buyer's use, modification, or resale of the Equipment after Acceptance (except for Seller's warranty breach); or
(c) Buyer's violation of Applicable Law.

12.3 Indemnification Procedure

The indemnified Party shall: (a) promptly notify the indemnifying Party in writing; (b) allow the indemnifying Party to control the defense; and (c) cooperate reasonably. Failure to provide timely notice does not relieve the indemnifying Party except to the extent materially prejudiced.

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 NORTH DAKOTA LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

13.3 Essential Purpose

THE LIMITATIONS IN THIS SECTION APPLY NOTWITHSTANDING FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE.

14. INTELLECTUAL PROPERTY

14.1 Ownership

Seller retains all intellectual property rights in Equipment design, engineering drawings, proprietary technology, software, and firmware. Sale of Equipment does not transfer IP rights except as expressly stated.

14.2 License Grant

To the extent the Equipment contains embedded software or firmware, Seller grants Buyer a non-exclusive, non-transferable, perpetual license to use such software solely in connection with the Equipment.

14.3 IP Infringement Indemnity

Seller's IP indemnification obligations are in Section 12.1(c). Seller's obligations do not apply to claims arising from: (a) Buyer's unauthorized modification; (b) combination with products not supplied by Seller; or (c) use outside the Specifications.

15. CONFIDENTIALITY

15.1 Definition

"Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, including pricing, technical data, business plans, and proprietary technology. Exclusions: (a) publicly available through no fault of the Receiving Party; (b) known prior to disclosure; (c) independently developed; (d) received from a third party without confidentiality breach.

15.2 Obligations

The Receiving Party shall: (a) use Confidential Information solely for purposes of this Agreement; (b) protect it with at least the same degree of care used for its own confidential information (no less than reasonable care); and (c) limit disclosure to employees, agents, and advisors with a need to know who are bound by comparable obligations.

15.3 Trade Secrets

Information qualifying as a trade secret under the North Dakota Uniform Trade Secrets Act (NDCC Ch. 47-25.1) shall be protected for so long as it retains trade secret status. Remedies for misappropriation include injunctive relief, actual damages and unjust enrichment, exemplary damages up to twice other damages for willful and malicious misappropriation, and reasonable attorneys' fees (NDCC §§ 47-25.1-02 through 47-25.1-04).

15.4 Duration

Confidentiality obligations (except for trade secrets, which survive indefinitely) survive for [NUMBER] years following termination or expiration of this Agreement.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Passage of Title

Title shall pass from Seller to Buyer upon [SELECT: (a) full payment; (b) delivery; (c) Acceptance; (d) other: ________________].

16.2 Title Retention (Conditional Sale)

☐ If elected: Until full payment, Seller retains title to the Equipment. Seller's retained interest constitutes a PMSI under NDCC § 41-09-41 (UCC § 9-103).

16.3 Purchase Money Security Interest (PMSI)

If Seller retains a security interest:
(a) Buyer grants Seller a PMSI in the Equipment and all proceeds.
(b) Buyer authorizes Seller to file a UCC-1 Financing Statement with the North Dakota Secretary of State, Central Indexing System (all filings must be online at https://cis.sos.nd.gov; NDCC § 41-09-49).
(c) For PMSI priority in equipment, Seller must file before or within twenty (20) days after Buyer receives possession (NDCC § 41-09-24, UCC § 9-324(a)).
(d) Buyer shall execute additional documents reasonably requested to perfect and maintain the security interest.

16.4 Buyer's Obligations Pending Full Payment

Until full payment and release of any security interest, Buyer shall: (a) maintain the Equipment in good condition; (b) insure the Equipment for full replacement value, naming Seller as loss payee; (c) not sell, lease, pledge, or encumber the Equipment without Seller's consent; and (d) not remove the Equipment from North Dakota without Seller's consent.

17. DEFAULT AND REMEDIES

17.1 Events of Default

(a) Buyer Default: (i) failure to pay within [NUMBER] Business Days after written notice; (ii) uncured material breach; (iii) bankruptcy or insolvency.

(b) Seller Default: (i) failure to deliver by the Delivery Date (subject to Force Majeure); (ii) delivery of materially nonconforming Equipment not timely cured; (iii) uncured material breach; (iv) bankruptcy or insolvency.

17.2 Notice and Cure Period

The non-defaulting Party shall provide written notice specifying the default. The defaulting Party shall have [NUMBER] days (the "Cure Period") to cure, except payment defaults must be cured within [NUMBER] Business Days.

17.3 Buyer's Remedies

Upon Seller Default, Buyer may:
(a) Cover: Purchase substitute equipment and recover the price difference (NDCC § 41-02-85, UCC § 2-712);
(b) Non-Delivery Damages: Recover market-contract price difference (NDCC § 41-02-86, UCC § 2-713);
(c) Specific Performance: Where Equipment is unique or in proper circumstances (NDCC § 41-02-87, UCC § 2-716);
(d) Refund: Demand full refund of amounts paid; or
(e) Incidental/Consequential Damages (NDCC § 41-02-88, UCC § 2-715), subject to Section 13.

17.4 Seller's Remedies

Upon Buyer Default, Seller may:
(a) Withhold Delivery (NDCC § 41-02-78, UCC § 2-703);
(b) Resell the Equipment commercially and recover any deficiency (NDCC § 41-02-79, UCC § 2-706);
(c) Action for Price if Equipment accepted or resale impracticable (NDCC § 41-02-82, UCC § 2-709);
(d) Non-Acceptance Damages: Market-contract price difference plus incidentals (NDCC § 41-02-81, UCC § 2-708); or
(e) Repossession: If Seller holds a PMSI, self-help (without breach of peace) or judicial replevin (NDCC § 41-09-66, UCC § 9-609).

17.5 Cumulative Remedies

Remedies are cumulative and not exclusive of any other remedies at law or in equity.

17.6 Statute of Limitations

Actions for breach must be commenced within four (4) years after accrual (NDCC § 41-02-104, UCC § 2-725). The Parties [MAY / DO NOT] reduce this to [1-3] year(s). For non-UCC claims, the general contract SOL of six (6) years applies (NDCC § 28-01-16).

18. TERM AND TERMINATION

18.1 Term

This Agreement is effective as of the Effective Date and continues until all obligations are fully performed, unless earlier terminated.

18.2 Termination for Default

Either Party may terminate upon an uncured Event of Default per Section 17.2.

18.3 Termination for Convenience

☐ Either Party may terminate for convenience upon [NUMBER] days' notice. Buyer pays for Equipment delivered and accepted plus Seller's reasonable costs for Equipment in production; Seller refunds prepayment for undelivered Equipment.
☐ Termination for convenience is not permitted.

18.4 Effect of Termination

Termination does not release accrued obligations. 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 North Dakota law, including the UCC (NDCC Title 41), without giving effect to conflict-of-laws principles that would require application of another state's laws.

19.2 Exclusive Jurisdiction and Venue

The Parties submit to the exclusive jurisdiction of the state courts of North Dakota sitting in [COUNTY — e.g., Burleigh, Cass, Grand Forks, Ward] County, or the United States District Court for the District of North Dakota. Each Party waives objections to venue and defenses of inconvenient forum.

19.3 Arbitration (Optional)

☐ OPTION A – ARBITRATION ELECTED: Disputes shall be resolved by binding arbitration administered by [AAA / JAMS / OTHER] under its [Commercial Arbitration Rules], in [CITY], North Dakota.

☐ OPTION B – NO ARBITRATION: Section 19.2 governs all disputes.

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.

Initials: Seller _______ Buyer _______

19.5 Prevailing Party Attorneys' Fees

The prevailing Party in any enforcement action shall recover reasonable attorneys' fees, court costs, and expenses.

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement, including all Exhibits, constitutes the entire agreement and supersedes all prior negotiations, representations, and agreements.

20.2 Amendments

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

20.3 Assignment

Neither Party may assign without prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Purported assignments in violation are void.

20.4 Notices

All notices shall be in writing and deemed given when: (a) delivered personally; (b) sent by certified mail, return receipt requested; (c) sent by overnight courier; or (d) sent by email with confirmation, to the addresses in Section 1 or as updated by written notice.

20.5 Severability

Invalid provisions shall be reformed to the minimum extent necessary; remaining provisions continue in full force.

20.6 Force Majeure

Neither Party is liable for delay or failure to perform (other than payment) due to causes beyond reasonable control, including acts of God, natural disasters, war, pandemic, government action, labor disputes, or supply chain disruptions. The affected Party shall provide prompt notice and mitigate. If a Force Majeure Event continues for [NUMBER] consecutive days, either Party may terminate without liability.

20.7 Electronic Signatures

Electronic signatures are valid under the North Dakota Uniform Electronic Transactions Act (NDCC Ch. 9-16) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.). This Agreement may be executed in counterparts.

20.8 Waiver

No waiver of any breach constitutes a waiver of any subsequent breach. No waiver is effective unless in writing.

20.9 Relationship of Parties

The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

20.10 Third-Party Beneficiaries

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

20.11 Construction

This Agreement shall be construed without regard to the drafting Party. Headings are for convenience only.

20.12 Consumer Protection Compliance

Seller shall comply with NDCC Ch. 51-15 (Unlawful Sales or Advertising Practices), which prohibits deceptive practices in connection with merchandise sales. Violations may result in civil penalties up to $5,000 per violation, injunctive relief, and attorneys' fees.

20.13 Anti-Corporate Farming Acknowledgment

Buyer represents compliance with NDCC § 10-06.1 and that it is either: (a) a family farm corporation or LLC; (b) an authorized farm corporation or LLC; or (c) otherwise exempt.

21. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed 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 (Section 19.4): _______ (Initials)
☐ Governing Law — North Dakota (Section 19.1): _______ (Initials)

EXHIBIT A — EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

Performance Specifications: [________________________________]

Safety Certifications: [________________________________]

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: [________________________________]

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 service: $[________]/hour

Emergency Response Time: [____] hours

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 and customized by a qualified attorney licensed in North Dakota before use. North Dakota-specific provisions include UCC Article 2 (NDCC Ch. 41-02), anti-corporate farming restrictions (NDCC § 10-06.1), and near-total non-compete prohibitions (NDCC § 9-08-06). Prepared for use on the ezel.ai platform.