Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Nebraska 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): [________________________________]
• Nebraska 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): [________________________________]
• Nebraska Sales Tax Exemption 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 Nebraska;

WHEREAS, the Parties intend this Agreement to constitute a contract for the sale of goods governed by Nebraska UCC Article 2 (Neb. Rev. Stat. UCC § 2-101 et seq.); 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 Neb. Rev. Stat. 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 applicable federal, state, and local statutes, regulations, ordinances, and rules, including the Nebraska Uniform Commercial Code.

"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 Nebraska are authorized or required to close.

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

"Commissioning" means testing and verification that the Equipment operates per 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 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 embedded software, firmware, manuals, accessories, and replacement parts.

"Force Majeure Event" has the meaning set forth 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 other claim.

"Nonconformity" means any 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 Neb. Rev. Stat. UCC § 9-103.

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

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

"Specifications" means the 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 shall be identified to this contract upon marking, shipping, or designation by Seller, or delivery to the Delivery Point (Neb. Rev. Stat. UCC § 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, 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 without Buyer's prior written consent. Unapproved changes entitle Buyer to terminate under Section 18.

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 other agreed method.

5.4 Late Payment Interest

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

5.5 Taxes

(a) Sales and Use Tax. Nebraska imposes a 5.5% state sales tax on tangible personal property (Neb. Rev. Stat. § 77-2703). Local option taxes may apply (typically 0.5-2%), bringing the combined rate up to approximately 7.5%. Unless an exemption applies, Buyer shall pay all applicable taxes and Seller shall collect and remit.

(b) Exemptions. If Buyer claims a tax exemption, Buyer shall provide a valid Nebraska Resale or Exempt Sale Certificate (Form 13) prior to delivery.

(c) Other Taxes. Each Party responsible for its own income, franchise, and similar 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 (Neb. Rev. Stat. UCC § 2-509(1)).
(b) FOB Destination: Risk passes upon tender at Delivery Point (UCC § 2-509(1)).
(c) Nonconforming Equipment: Risk remains with Seller until cure or acceptance (UCC § 2-510).

6.3 Shipping and Insurance

Seller arranges shipping with insurance covering full replacement cost during transit. 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 (Neb. Rev. Stat. UCC § 2-513). Inspection costs borne by Buyer unless a Nonconformity is 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 (UCC § 2-606).

7.3 Rejection

If Equipment fails to conform, Buyer may reject by Rejection Notice within the Inspection Period (UCC §§ 2-601, 2-602).

7.4 Seller's Right to Cure

Seller has [NUMBER] Business Days to cure by repair or replacement (UCC § 2-508). Failure to cure entitles Buyer to remedies under Section 17.

7.5 Revocation of Acceptance

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

8. WARRANTIES

8.1 Express Warranty

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

8.2 Implied Warranty of Merchantability

Unless disclaimed per Section 8.5, Equipment shall be merchantable (UCC § 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 for that purpose (UCC § 2-315).

8.4 Warranty of Title and Against Infringement

Seller warrants good title, freedom from undisclosed Liens, and freedom from third-party IP claims (UCC § 2-312).

8.5 Disclaimer of Warranties

☐ 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 NEB. REV. STAT. UCC § 2-316. 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, EXCEPT TITLE WARRANTY UNDER UCC § 2-312.

8.6 Warranty Remedies

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

8.7 Magnuson-Moss Act

If Equipment qualifies as a "consumer product" under 15 U.S.C. § 2301(1), disclaimers must comply with both UCC § 2-316 and the Magnuson-Moss Warranty Act.

9. REPRESENTATIONS

9.1 Mutual Representations

Each Party represents and warrants that:
(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, and all Applicable Laws.
(c) No pending or threatened litigation affecting performance or title.
(d) All necessary permits and licenses held.

9.3 Buyer's Additional Representations

(a) Financial capability to perform payment obligations.
(b) Equipment will be used in compliance with Applicable Laws.

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 claims;
(d) Undisclosed Liens; or
(e) Seller's violation of Applicable Law, including the Nebraska Consumer Protection Act (Neb. Rev. Stat. § 59-1601 et seq.).

12.2 Buyer's Indemnification

Buyer shall indemnify Seller from claims arising from:
(a) Breach of Buyer's representations, warranties, or obligations;
(b) Buyer's use, modification, or resale 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; (b) allow control of defense; and (c) cooperate reasonably.

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

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, proprietary 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 IP indemnification per Section 12.1(c). Inapplicable for: (a) unauthorized modification; (b) combination with non-Seller products; (c) use outside Specifications.

15. CONFIDENTIALITY

15.1 Definition

"Confidential Information" means non-public information disclosed in connection with this Agreement. Exclusions: (a) publicly available; (b) previously known; (c) independently developed; (d) received from unrestricted third party.

15.2 Obligations

The Receiving Party shall: (a) use solely for this Agreement; (b) protect with reasonable care; and (c) limit to need-to-know personnel with comparable obligations.

15.3 Trade Secrets

Information qualifying as a trade secret under the Nebraska Trade Secrets Act (Neb. Rev. Stat. §§ 87-501 to 87-507) is protected for so long as 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 (§§ 87-503, 87-504, 87-505). The statute of limitations for NTSA claims is four (4) years (§ 87-506).

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 retained interest is a PMSI under Neb. Rev. Stat. 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 filing a UCC-1 Financing Statement with the Nebraska Secretary of State (Neb. Rev. Stat. UCC § 9-501).
(c) For PMSI priority, Seller must file before or within twenty (20) days of Buyer receiving possession (UCC § 9-324(a)).
(d) Buyer shall execute additional documents as reasonably requested.

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 Nebraska 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 specifying the default. Cure Period: [NUMBER] days; payment defaults: [NUMBER] Business Days.

17.3 Buyer's Remedies

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

17.4 Seller's Remedies

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

17.5 Cumulative Remedies

Remedies are cumulative and not exclusive.

17.6 Statute of Limitations

UCC actions: four (4) years from accrual (UCC § 2-725); reducible to not less than one (1) year. General Nebraska contract claims: five (5) years (Neb. Rev. Stat. § 25-205).

18. TERM AND TERMINATION

18.1 Term

Effective as of the Effective Date until all obligations are 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 Nebraska law, including the UCC, without giving effect to 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., Lancaster, Douglas, Sarpy] County, Nebraska, or the United States District Court for the District of Nebraska. Each Party waives objections to venue and inconvenient forum defenses.

19.3 Arbitration (Optional)

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

☐ 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 shall recover reasonable attorneys' fees, court 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, or substantially-all-asset sale. Unauthorized assignments are 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 to minimum extent; remaining provisions in full force.

20.6 Force Majeure

Neither Party liable for delay or failure (other than payment) due to causes beyond reasonable control. Notice and mitigation required. Termination permitted after [NUMBER] consecutive days.

20.7 Electronic Signatures

Electronic signatures valid under Nebraska UETA (Neb. Rev. Stat. §§ 86-611 et seq.) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.). Counterparts permitted.

20.8 Waiver

No waiver of any breach constitutes waiver of subsequent breaches. Waivers must be in writing.

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 Consumer Protection

Seller shall comply with the Nebraska Consumer Protection Act (Neb. Rev. Stat. § 59-1601 et seq.) and the Nebraska Uniform Deceptive Trade Practices Act (Neb. Rev. Stat. § 76-2,104 et seq.), which prohibit unfair or deceptive practices in trade or commerce. The Attorney General may seek injunctive relief, civil penalties, and consumer restitution.

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 — Nebraska (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: $[________]/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 Nebraska before use. Nebraska-specific provisions include UCC Article 2, a 5-year general contract SOL (Neb. Rev. Stat. § 25-205), and a 5.5% state sales tax with manufacturing and agricultural exemptions. Prepared for use on the ezel.ai platform.