Sales Agreement - Equipment (New Mexico)

EQUIPMENT PURCHASE AND SALE AGREEMENT

(New Mexico 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
• Exhibit B - Price Schedule and Payment Milestones
• Exhibit C - Installation Plan and Site Requirements
• Exhibit D - Training Schedule
• Exhibit E - Maintenance Terms and Service Level Agreement

1. DOCUMENT HEADER AND RECITALS

EQUIPMENT PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of [__/__/____] (the "Effective Date"), is entered into by and between:

SELLER:
Name: [________________________________]
Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
State of Formation: [STATE]
Principal Address: [________________________________]
Tax ID (EIN): [________________________________]
NM Combined Reporting System (CRS) Number: [________________________________]

BUYER:
Name: [________________________________]
Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
State of Formation: [STATE]
Principal Address: [________________________________]
Tax ID (EIN): [________________________________]

(Each a "Party" and collectively the "Parties.")

RECITALS

WHEREAS, Seller is in the business of manufacturing, distributing, or selling the equipment described in Exhibit A (the "Equipment");

WHEREAS, Buyer desires to purchase, and Seller desires to sell, the Equipment on the terms and conditions set forth herein;

WHEREAS, the Parties intend that this Agreement constitute a contract for the sale of goods governed by the Uniform Commercial Code as adopted in New Mexico (NMSA 1978, Chapter 55, Article 2);

WHEREAS, the total Purchase Price equals or exceeds Five Hundred Dollars ($500.00), satisfying the statute of frauds requirement under NMSA 1978, Section 55-2-201;

WHEREAS, New Mexico is a community property state (NMSA 1978, Section 40-3-1 et seq.), and the Parties acknowledge that spousal consent may be required for transactions involving community property assets; and

WHEREAS, the Parties desire to set forth the complete terms of their agreement with respect to the sale and purchase of the Equipment.

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

As used in this Agreement, the following terms shall have the meanings set forth below:

"Acceptance" means Buyer's acknowledgment, express or implied pursuant to NMSA 1978, Section 55-2-606, that the Equipment conforms to the Specifications and the terms of this Agreement.

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

"Applicable Law" means all federal, New Mexico state, and local laws, statutes, ordinances, regulations, rules, and orders applicable to the transactions contemplated by this Agreement, including the New Mexico UCC (NMSA 1978, Chapter 55).

"Business Day" means any day other than a Saturday, Sunday, or day on which commercial banks in the State of New Mexico are authorized or required by law to close.

"Closing" means the consummation of the sale and purchase of the Equipment in accordance with Section 3.

"Commissioning" means the process of verifying that the Equipment has been properly installed and operates in accordance with the Specifications, as described in Section 6.3.

"Community Property" means property acquired during a marriage by either spouse that is subject to joint ownership under NMSA 1978, Section 40-3-1 et seq.

"Confidential Information" has the meaning set forth in Section 15.1.

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

"Delivery Date" means the date on which Seller tenders delivery of the Equipment at the Delivery Point, as set forth in Exhibit C.

"Delivery Point" means [FOB Origin / FOB Destination / specific address], as further described in Section 6.1.

"Equipment" means the goods, machinery, apparatus, and related components described in Exhibit A, including all accessories, attachments, manuals, and documentation provided by Seller.

"Force Majeure Event" has the meaning set forth in Section 20.4.

"Gross Receipts Tax" or "GRT" means the tax imposed on Seller's receipts from the sale of tangible personal property in New Mexico pursuant to the Gross Receipts and Compensating Tax Act (NMSA 1978, Section 7-9-1 et seq.).

"Inspection Period" means the period of [NUMBER] calendar days following delivery of the Equipment to the Delivery Point.

"Intellectual Property" means all patents, trademarks, copyrights, trade secrets, know-how, software, firmware, and other proprietary rights related to the Equipment.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien (statutory or otherwise), charge, or other restriction on title or transfer.

"NMSA" means New Mexico Statutes Annotated, 1978 Compilation, as amended.

"Nontaxable Transaction Certificate" or "NTTC" means the certificate issued through the New Mexico Taxation and Revenue Department under which a buyer certifies that a transaction qualifies for a deduction from Seller's gross receipts.

"Permitted Liens" means Liens set forth on Exhibit A that Buyer has agreed to accept, if any.

"Person" means an individual, corporation, limited liability company, partnership, association, trust, governmental authority, or any other entity.

"PMSI" means a purchase money security interest as defined in NMSA 1978, Section 55-9-103.

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

"Rejection Notice" has the meaning set forth in Section 7.3.

"Specifications" means the technical specifications, performance standards, and requirements for the Equipment as described in Exhibit A.

"Trade Secret" has the meaning ascribed to it under the New Mexico Uniform Trade Secrets Act (NMSA 1978, Section 57-3A-2).

"Warranty Period" means the period commencing on the date of Acceptance and continuing for [NUMBER] months thereafter.

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, assign, and convey to Buyer, and Buyer agrees to purchase from Seller, all of Seller's right, title, and interest in and to the Equipment, free and clear of all Liens other than Permitted Liens.

3.2 Quantity and Model

The Equipment to be sold and purchased is described with particularity in Exhibit A, including make, model, year of manufacture, and all included components.

3.3 Statute of Frauds Compliance

This Agreement constitutes the written memorandum required by NMSA 1978, Section 55-2-201 for the sale of goods at a price of $500.00 or more.

3.4 Community Property Acknowledgment

☐ If applicable: If either Party is an individual whose purchase or sale involves community property assets, the non-participating spouse shall execute the Community Property Consent attached to the Execution Block in Section 21. Under NMSA 1978, Section 40-3-13, a spouse may not convey, encumber, or dispose of community real property or tangible personal property of substantial value without the written consent of the other spouse.

3.5 Conditions Precedent to Closing

The obligation of each Party to consummate the transactions contemplated hereby is subject to:

(a) The accuracy of the other Party's representations and warranties as of the Closing Date;

(b) The other Party's performance of all covenants required to be performed on or before the Closing Date;

(c) Seller's delivery of a duly executed bill of sale;

(d) Evidence satisfactory to Buyer that all Liens on the Equipment (other than Permitted Liens) have been released;

(e) If applicable, execution of spousal consent by the non-participating spouse under New Mexico community property law;

(f) [Additional conditions as applicable].

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Equipment Description

The Equipment is described in detail in Exhibit A, which shall include, at a minimum:

(a) Manufacturer name and country of origin;
(b) Model number and year of manufacture;
(c) Serial number(s) (or "to be assigned upon manufacture" for new Equipment);
(d) Technical specifications, performance parameters, and capacity ratings;
(e) Included accessories, attachments, tooling, and spare parts;
(f) Software and firmware versions (if applicable);
(g) Applicable industry certifications and compliance standards.

4.2 Modifications

Any modifications to the Specifications after execution must be agreed upon in writing and may result in adjustments to the Purchase Price and Delivery Date.

4.3 Serial Number Verification

At delivery, Buyer shall have the right to verify all serial numbers against those listed in Exhibit A. Any discrepancy shall constitute a nonconformity subject to Section 7.3.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price

Buyer shall pay Seller a total purchase price of [AMOUNT IN WORDS] Dollars ($[AMOUNT]) (the "Purchase Price") for the Equipment, as itemized in Exhibit B.

5.2 Payment Milestones

The Purchase Price shall be payable in the following installments:

5.3 Method of Payment

All payments shall be made in United States Dollars by wire transfer of immediately available funds to the account designated in writing by Seller, or by such other method as the Parties may agree.

5.4 Late Payment

Any amount not paid when due shall bear interest from the due date until paid at the rate of [RATE]% per annum.

New Mexico Interest Rate Note: New Mexico repealed its general usury statute in 1991. For commercial transactions, the maximum interest rate is the rate agreed to in writing by the parties; there is no statutory cap for commercial loans. Where no written contract specifies a rate, the statutory default rate is 15% per annum (NMSA 1978, Section 56-8-3). The judgment interest rate is 8.75% per annum (NMSA 1978, Section 56-8-4). Prejudgment interest may be awarded at up to 10% at the court's discretion.

5.5 Gross Receipts Tax

CRITICAL NEW MEXICO TAX NOTE: New Mexico does NOT impose a traditional "sales tax." Instead, New Mexico imposes a Gross Receipts Tax (GRT) on the SELLER's receipts from selling tangible personal property or certain services in New Mexico. This is fundamentally different from a sales tax: the legal incidence of GRT falls on the Seller, not the Buyer. However, the economic burden may be contractually shifted to the Buyer.

(a) GRT Responsibility. Seller is legally responsible for New Mexico Gross Receipts Tax on receipts from this transaction (NMSA 1978, Section 7-9-4). The combined state and local GRT rate is approximately [RATE]% (state base rate of 4.875% plus applicable local government increments, which vary by location from approximately 0.125% to 3.5625%).

(b) GRT Pass-Through. ☐ The Purchase Price includes GRT. / ☐ GRT shall be separately stated and added to the Purchase Price. Seller shall clearly identify the GRT amount on all invoices.

(c) Manufacturing Deduction. If Buyer is purchasing the Equipment for use directly in manufacturing or as a manufacturing service provider, Buyer may provide Seller with a valid Nontaxable Transaction Certificate (NTTC), Type 5, allowing Seller to deduct the receipts from gross receipts (NMSA 1978, Section 7-9-46). The deduction applies to tangible personal property that becomes an ingredient or component of the manufactured product or that is consumed in the manufacturing process. Buyer shall obtain the NTTC from the New Mexico Taxation and Revenue Department's online system.

(d) Compensating Tax. If Buyer purchases Equipment from an out-of-state seller that does not collect GRT, Buyer may owe New Mexico compensating tax at the applicable rate (NMSA 1978, Section 7-9-7).

(e) Tax Indemnification. Each Party shall indemnify the other against any tax liability, including penalties and interest, arising from the indemnifying Party's failure to comply with applicable tax obligations.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

(a) Seller shall deliver the Equipment to the Delivery Point on or before the Delivery Date specified in Exhibit C.

(b) Delivery terms shall be [FOB Origin / FOB Destination / FCA (Incoterms 2020)] as specified in Exhibit C.

(c) Seller shall provide Buyer with at least [NUMBER] Business Days' advance written notice of the anticipated delivery date.

6.2 Risk of Loss and Passage of Title

(a) Risk of Loss. Risk of loss shall pass from Seller to Buyer in accordance with NMSA 1978, Section 55-2-509:

☐ FOB Origin (Shipment Contract): Risk passes to Buyer when the Equipment is duly delivered to the carrier at the point of shipment.

☐ FOB Destination (Destination Contract): Risk passes to Buyer when the Equipment is tendered at the Delivery Point.

(b) Passage of Title. Title to the Equipment shall pass to Buyer upon [delivery at the Delivery Point / Buyer's Acceptance / receipt of the Purchase Price in full], subject to Seller's retention of a security interest as set forth in Section 16, if applicable.

6.3 Installation and Commissioning

(a) Installation. ☐ Seller shall / ☐ Buyer shall be responsible for installation of the Equipment at Buyer's designated site in accordance with Exhibit C.

(b) Commissioning. Following installation, the Parties shall conduct commissioning tests to verify conformity with the Specifications.

(c) Site Preparation. Buyer shall ensure that the installation site meets all requirements specified in Exhibit C.

6.4 Shipping and Insurance

(a) The Party bearing risk of loss during transit shall arrange and pay for shipping.

(b) The Party bearing risk of loss shall maintain cargo insurance in an amount not less than the Purchase Price during transit.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

Buyer shall have the right to inspect the Equipment before Acceptance, as provided under NMSA 1978, Section 55-2-513. Such inspection shall occur during the Inspection Period at Buyer's expense, unless the inspection reveals a nonconformity, in which case Seller shall bear reasonable inspection costs.

7.2 Acceptance

Acceptance occurs when (NMSA 1978, Section 55-2-606):

(a) Buyer, after a reasonable opportunity to inspect, signifies that the Equipment conforms or that Buyer will retain it despite nonconformity;

(b) Buyer fails to make an effective rejection within the Inspection Period; or

(c) Buyer performs any act inconsistent with Seller's ownership.

7.3 Rejection

(a) If the Equipment fails in any respect to conform to the contract, Buyer may reject in whole or in part by delivering a written Rejection Notice within the Inspection Period (NMSA 1978, Sections 55-2-601, 55-2-602).

(b) New Mexico follows the "perfect tender" rule (NMSA 1978, Section 55-2-601).

(c) Buyer shall hold rejected Equipment with reasonable care at Seller's disposition (NMSA 1978, Section 55-2-602).

7.4 Seller's Right to Cure

(a) If the time for performance has not expired, Seller may cure by delivering conforming Equipment within the contract time (NMSA 1978, Section 55-2-508(1)).

(b) If Seller had reasonable grounds to believe the tender would be acceptable, Seller may have further reasonable time to substitute conforming tender (NMSA 1978, Section 55-2-508(2)).

7.5 Revocation of Acceptance

Buyer may revoke Acceptance if a nonconformity substantially impairs the Equipment's value and either (a) Buyer accepted on the reasonable assumption the nonconformity would be cured and it was not, or (b) Buyer accepted without discovery of the nonconformity due to difficulty of discovery or Seller's assurances (NMSA 1978, Section 55-2-608).

8. WARRANTIES

8.1 Express Warranty

Seller expressly warrants that:

(a) The Equipment shall materially conform to the Specifications set forth in Exhibit A;

(b) The Equipment shall be free from defects in materials and workmanship for the Warranty Period;

(c) The Equipment shall be new and of recent manufacture (unless otherwise specified);

(d) The Equipment shall be suitable for the purposes described in Exhibit A.

These create an "express warranty" under NMSA 1978, Section 55-2-313.

8.2 Implied Warranty of Merchantability

Unless expressly disclaimed below, Seller warrants that the Equipment is merchantable within the meaning of NMSA 1978, Section 55-2-314.

8.3 Implied Warranty of Fitness for Particular Purpose

If Seller has reason to know of any particular purpose for which Buyer requires the Equipment and Buyer relies on Seller's judgment, Seller warrants fitness for such purpose (NMSA 1978, Section 55-2-315).

8.4 Warranty Disclaimer (if applicable)

☐ Check if disclaiming implied warranties:

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY NMSA 1978, SECTION 55-2-316. THIS DISCLAIMER IS CONSPICUOUS AS REQUIRED BY NEW MEXICO LAW.

8.5 Warranty Period

The Warranty Period commences on Acceptance and continues for [NUMBER] months. Seller shall repair or replace defective Equipment at Seller's sole cost.

8.6 Warranty Exclusions

Seller's warranties do not cover defects arising from:
(a) Buyer's misuse, neglect, or unauthorized modification;
(b) Operation outside specified parameters;
(c) Failure to perform recommended maintenance;
(d) Normal wear and tear; or
(e) Damage from Force Majeure Events.

8.7 Magnuson-Moss Warranty Act Compliance

If Buyer is a consumer purchaser, warranties shall comply with the Magnuson-Moss Warranty Act (15 U.S.C. Section 2301 et seq.).

9. REPRESENTATIONS

9.1 Mutual Representations

Each Party represents and warrants as of the Effective Date:

(a) Organization and Good Standing. It is duly organized, validly existing, and in good standing, and is qualified to do business in New Mexico.

(b) Authority. It has full power and authority to execute and perform this Agreement.

(c) Enforceability. This Agreement constitutes a legal, valid, and binding obligation.

(d) No Conflict. Execution and performance do not violate organizational documents, Applicable Law, or material agreements.

(e) No Litigation. No pending or threatened action would materially affect performance.

9.2 Seller's Representations

Seller additionally represents:

(a) Title. Seller has good and marketable title to the Equipment, free of all Liens other than Permitted Liens.

(b) No Infringement. To Seller's knowledge, the Equipment does not infringe any third-party intellectual property right.

(c) Compliance. The Equipment complies with all Applicable Law.

(d) GRT Registration. Seller holds a valid New Mexico CRS number and is registered with the Taxation and Revenue Department.

(e) No Community Property Encumbrance. If Seller is an individual, the Equipment is not subject to any community property claim that would impair transfer of clear title, or Seller has obtained spousal consent.

9.3 Buyer's Representations

Buyer additionally represents:

(a) Financial Capacity. Buyer has sufficient funds or committed financing to pay the Purchase Price.

(b) Intended Use. Buyer intends to use the Equipment for [lawful commercial / industrial / other] purposes.

(c) Community Property Disclosure. If Buyer is an individual, Buyer has disclosed whether funds constitute community property and has obtained any required spousal consent.

10. TRAINING AND DOCUMENTATION

10.1 Training

(a) Seller shall provide [NUMBER] hours of operator training for up to [NUMBER] of Buyer's personnel.

(b) Training shall be conducted ☐ at Buyer's site / ☐ at Seller's facility / ☐ remotely, as detailed in Exhibit D.

(c) Additional training is available at Seller's then-current rates.

10.2 Documentation

Seller shall deliver on or before the Delivery Date:

(a) Complete operator and maintenance manuals;
(b) Parts lists and diagrams;
(c) Electrical, mechanical, and hydraulic schematics;
(d) Safety data sheets;
(e) Certificates of compliance, inspection, and calibration.

10.3 Language

All documentation shall be provided in English. ☐ Spanish-language documentation shall also be provided if requested.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Warranty-Period Maintenance

During the Warranty Period, Seller shall provide maintenance and repair services for covered defects at no additional charge.

11.2 Post-Warranty Maintenance (Optional)

The Parties may enter into a separate maintenance agreement as described in Exhibit E.

11.3 Spare Parts Availability

Seller shall use commercially reasonable efforts to maintain spare parts availability for [NUMBER] years following the Delivery Date.

12. INDEMNIFICATION

12.1 Seller's Indemnification

Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates ("Buyer Indemnified Parties") from claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

(a) Breach of Seller's representations, warranties, or covenants;
(b) Defects in the Equipment, including product liability claims;
(c) Undisclosed Liens or title defects;
(d) Third-party IP infringement claims;
(e) Seller's failure to properly report or remit Gross Receipts Tax;
(f) Seller's gross negligence or willful misconduct.

12.2 Buyer's Indemnification

Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates ("Seller Indemnified Parties") from claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

(a) Breach of Buyer's representations, warranties, or covenants;
(b) Buyer's use or modification of the Equipment after Acceptance (except for covered defects);
(c) Buyer's provision of an invalid or incorrect Nontaxable Transaction Certificate;
(d) Buyer's gross negligence or willful misconduct.

12.3 Indemnification Procedures

(a) Prompt written notice of any claim;
(b) Indemnifying Party controls the defense;
(c) Indemnified Party cooperates reasonably;
(d) No settlement without indemnified Party's written consent, not unreasonably withheld.

13. LIMITATION OF LIABILITY

13.1 Cap on Liability

EXCEPT FOR (I) INDEMNIFICATION UNDER SECTION 12, (II) BREACH OF CONFIDENTIALITY UNDER SECTION 15, (III) WILLFUL MISCONDUCT OR FRAUD, OR (IV) PERSONAL INJURY OR DEATH, AGGREGATE LIABILITY SHALL NOT EXCEED [DOLLAR AMOUNT OR MULTIPLE OF PURCHASE PRICE] (THE "LIABILITY CAP").

13.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY NEW MEXICO LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION.

13.3 Essential Purpose

THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE UNDER NMSA 1978, SECTION 55-2-719(2).

13.4 Statute of Limitations

UCC sales claims are subject to a four (4) year statute of limitations (NMSA 1978, Section 55-2-725). The Parties ☐ agree / ☐ do not agree to reduce this period to [ONE TO FOUR] year(s). Written contract claims outside the UCC are subject to a six (6) year limitations period (NMSA 1978, Section 37-1-4).

14. INTELLECTUAL PROPERTY

14.1 Ownership

Seller retains all Intellectual Property embodied in or related to the Equipment. No license is granted except as expressly provided herein.

14.2 License Grant

Seller grants Buyer a non-exclusive, non-transferable, royalty-free license to use embedded software or firmware solely for operating the Equipment. Buyer shall not reverse-engineer, decompile, or disassemble any software or firmware.

14.3 Infringement Defense

If the Equipment is subject to an infringement claim, Seller shall, at its option: (a) procure continuing use rights; (b) modify the Equipment; (c) replace the Equipment; or (d) refund the Purchase Price less depreciation.

15. CONFIDENTIALITY

15.1 Definition

"Confidential Information" means all non-public information disclosed by either Party, including technical data, trade secrets, business plans, pricing, customer lists, and financial information.

15.2 Obligations

Each Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it without prior written consent; and (c) use it solely for purposes of this Agreement.

15.3 Exclusions

Information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known prior to disclosure; (c) is independently developed; or (d) is lawfully obtained from a third party.

15.4 Compelled Disclosure

If compelled by law or court order, the receiving Party shall provide prompt notice and cooperate to obtain a protective order.

15.5 New Mexico Trade Secrets Act

This Section supplements rights under the New Mexico Uniform Trade Secrets Act (NMSA 1978, Section 57-3A-1 et seq.):

(a) Injunctive Relief: Courts may enjoin actual or threatened misappropriation (Section 57-3A-3);
(b) Damages: Actual loss plus unjust enrichment (Section 57-3A-4);
(c) Exemplary Damages: Up to double actual damages for willful and malicious misappropriation (Section 57-3A-4);
(d) Attorney Fees: Available for bad faith claims or willful misappropriation (Section 57-3A-5);
(e) Statute of Limitations: Three (3) years from discovery (Section 57-3A-6).

15.6 Duration

Confidentiality obligations survive for [NUMBER] years after termination. Trade Secret obligations continue as long as the information qualifies as a trade secret under New Mexico law.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Retention of Title

Seller retains title until full payment of the Purchase Price. During the retention period, Buyer shall not encumber the Equipment and shall maintain it in good condition and properly insured.

16.2 Purchase Money Security Interest (PMSI)

(a) If Seller finances any portion of the Purchase Price or retains a security interest, Buyer grants Seller a PMSI in the Equipment and all proceeds (NMSA 1978, Section 55-9-103).

(b) Buyer authorizes filing of a UCC-1 Financing Statement with the New Mexico Secretary of State to perfect Seller's security interest.

(c) PMSI Super-Priority. A properly perfected PMSI in equipment has priority over conflicting security interests if perfected when the debtor receives possession or within twenty (20) days thereafter (NMSA 1978, Section 55-9-324(a)).

16.3 Filing Office Information

UCC filings in New Mexico are made with:

New Mexico Secretary of State
Business Services Division - UCC
325 Don Gaspar, Suite 300
Santa Fe, New Mexico 87501

16.4 Buyer's Cooperation

Buyer shall execute all documents reasonably necessary to perfect and maintain Seller's security interest.

17. DEFAULT AND REMEDIES

17.1 Events of Default

(a) Buyer Default:
(i) Failure to pay when due;
(ii) Material breach of any representation, warranty, or covenant;
(iii) Insolvency or bankruptcy;
(iv) Repudiation or failure to accept conforming Equipment.

(b) Seller Default:
(i) Failure to deliver by the Delivery Date (subject to Force Majeure);
(ii) Delivery of nonconforming Equipment and failure to cure;
(iii) Material breach of any representation, warranty, or covenant;
(iv) Insolvency or bankruptcy.

17.2 Notice and Cure Period

Written notice specifying the default. Cure periods:
(a) [NUMBER] days for payment defaults;
(b) [NUMBER] days for non-payment defaults (the "Cure Period").

17.3 Remedies

(a) Buyer's Remedies:
(i) Cover (NMSA 1978, Section 55-2-712);
(ii) Market-price damages (Section 55-2-713);
(iii) Specific performance for unique goods (Section 55-2-716);
(iv) Recovery of payments plus incidental/consequential damages (Sections 55-2-711, 55-2-715).

(b) Seller's Remedies:
(i) Withhold delivery (Section 55-2-703);
(ii) Resale and recover difference (Section 55-2-706);
(iii) Contract-market damages (Section 55-2-708);
(iv) Action for the price (Section 55-2-709);
(v) Cancellation (Section 55-2-703).

17.4 Liquidated Damages

☐ If elected: Seller may retain up to $[________________________________] of the deposit as liquidated damages (NMSA 1978, Section 55-2-718).

17.5 Cumulative Remedies

All remedies are cumulative.

17.6 Attorneys' Fees

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

17.7 Unfair Practices Act

Nothing limits either Party's rights under the New Mexico Unfair Practices Act (NMSA 1978, Section 57-12-1 et seq.), which prohibits unconscionable trade practices, deceptive practices, and false advertising. A person damaged by a violation may bring an action for damages, plus attorney fees and costs.

18. TERM AND TERMINATION

18.1 Term

This Agreement commences on the Effective Date and continues until all obligations have been fully performed.

18.2 Termination for Default

Either Party may terminate upon uncured Event of Default.

18.3 Termination for Insolvency

Either Party may terminate immediately upon the other Party's bankruptcy filing, insolvency adjudication, or assignment for the benefit of creditors.

18.4 Termination for Convenience

☐ If elected: Either Party may terminate upon [NUMBER] days' notice, subject to appropriate payment adjustments.

18.5 Survival

Sections 2, 8, 12, 13, 14, 15, 16, 17, 19, and 20 survive termination.

19. DISPUTE RESOLUTION

19.1 Governing Law

This Agreement shall be governed by the laws of the State of New Mexico, including the New Mexico UCC (NMSA 1978, Chapter 55), without regard to conflict-of-laws principles. The CISG is excluded.

19.2 Forum Selection

Exclusive jurisdiction in the District Court for [COUNTY] County, New Mexico, or the United States District Court for the District of New Mexico. Each Party waives objections based on forum non conveniens.

19.3 Mandatory Negotiation

Before commencing litigation, the Parties shall negotiate in good faith for [NUMBER] days.

19.4 Mediation (Optional)

☐ If elected: Disputes shall be submitted to mediation through [PROVIDER] before litigation.

19.5 Arbitration (Optional)

☐ If elected: Unresolved disputes shall be resolved by binding arbitration under [AAA / JAMS / Other] rules in [CITY], New Mexico.

19.6 Jury Trial Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY NEW MEXICO LAW.

New Mexico Practice Note: New Mexico courts have not extensively addressed the enforceability of pre-dispute contractual jury waivers in the commercial context. Practitioners should ensure the waiver is conspicuous, mutual, and executed by parties of comparable bargaining power. Consider including a separate initialing line to demonstrate knowing and voluntary consent.

Buyer Initials: ________ Seller Initials: ________

19.7 Injunctive Relief

Either Party may seek injunctive relief to protect Confidential Information, Intellectual Property, or Trade Secrets.

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement and its Exhibits constitute the entire agreement and supersede all prior negotiations and agreements.

20.2 Amendments

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

20.3 Assignment

No assignment without prior written consent, except to a successor by merger, consolidation, or acquisition of substantially all assets.

20.4 Force Majeure

Neither Party is liable for delays caused by events beyond reasonable control (each a "Force Majeure Event"), other than payment obligations. If a Force Majeure Event continues for more than [NUMBER] days, the non-affected Party may terminate.

20.5 Notices

Written notices delivered by: (a) personal delivery; (b) certified mail, return receipt requested; (c) overnight courier; or (d) email with confirmation (routine communications). Notices to the addresses in Section 1.

20.6 Severability

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

20.7 Waiver

Failure to enforce a provision does not waive it.

20.8 Counterparts and Electronic Signatures

Counterpart execution permitted. Electronic signatures valid under the New Mexico UETA (NMSA 1978, Section 14-16-1 et seq.) and the federal E-SIGN Act (15 U.S.C. Section 7001 et seq.).

20.9 Relationship of the Parties

No partnership, joint venture, agency, or employment relationship is created.

20.10 Third-Party Beneficiaries

For the sole benefit of the Parties and permitted successors and assigns.

20.11 Construction

No presumption against the drafting Party. Headings for convenience only.

20.12 Community Property Notice

New Mexico is a community property state (NMSA 1978, Section 40-3-1 et seq.). If either Party is an individual domiciled in New Mexico, that Party warrants that all required spousal consents have been obtained. Community personal property of substantial value may not be disposed of without written consent of both spouses under NMSA 1978, Section 40-3-13.

21. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Equipment Purchase and Sale Agreement as of the Effective Date.

SELLER:

[________________________________]

BUYER:

[________________________________]

SPOUSAL CONSENT (If Required under New Mexico Community Property Law)

The undersigned spouse of [BUYER / SELLER NAME] hereby consents to this Agreement and acknowledges that the transaction may involve community property assets. The undersigned spouse agrees to be bound by the terms of this Agreement to the extent required by NMSA 1978, Section 40-3-1 et seq.

EXHIBIT A - EQUIPMENT SPECIFICATIONS

EXHIBIT B - PRICE SCHEDULE AND PAYMENT MILESTONES

GRT Treatment: ☐ Included in Purchase Price / ☐ Separately stated

EXHIBIT C - INSTALLATION PLAN AND SITE REQUIREMENTS

Delivery Point: [________________________________]

Delivery Date: [__/__/____]

Delivery Terms: ☐ FOB Origin ☐ FOB Destination ☐ FCA (Incoterms 2020)

Installation Requirements:

• Power requirements: [________________________________]
• Environmental conditions: [________________________________]
• Foundation/floor requirements: [________________________________]
• Clearance requirements: [________________________________]
• Special handling equipment: [________________________________]

Commissioning Protocol:
[________________________________]

EXHIBIT D - TRAINING SCHEDULE

EXHIBIT E - MAINTENANCE TERMS AND SERVICE LEVEL AGREEMENT

Warranty-Period Coverage:

• Response time: [________________________________]
• On-site service availability: [________________________________]
• Parts replacement timeline: [________________________________]

Post-Warranty Maintenance Option:

• Annual maintenance fee: $[________________________________]
• Coverage scope: [________________________________]
• Response time commitments: [________________________________]
• Renewal terms: [________________________________]

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 the State of New Mexico before use.