Sales Agreement - Equipment (Nevada)

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Nevada 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): [________________________________]
Nevada State Business License 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 Nevada (NRS Chapter 104, Article 2);

WHEREAS, the total Purchase Price equals or exceeds Five Hundred Dollars ($500.00), satisfying the statute of frauds requirement under NRS 104.2201; 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 NRS 104.2606, that the Equipment conforms to the Specifications and 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, Nevada state, and local laws, statutes, ordinances, regulations, rules, and orders applicable to the transactions contemplated by this Agreement, including the Nevada UCC (NRS Chapter 104).

"Business Day" means any day other than a Saturday, Sunday, or day on which commercial banks in the State of Nevada 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.

"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 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.

"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.

"NRS" means Nevada Revised Statutes, as amended.

"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 NRS 104.9103.

"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 NRS 600A.030(5).

"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 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 NRS 104.2201 for the sale of goods at a price of $500.00 or more.

3.4 Conditions Precedent to Closing

The obligation of each Party to consummate the transactions 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 (other than Permitted Liens) have been released;

(e) [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 Exhibit A. Any discrepancy shall constitute a nonconformity under 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, or by such other method as the Parties may agree in writing.

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; provided, however, that such rate shall not exceed the maximum rate permitted by Nevada law.

Nevada Interest Rate Note: Nevada's default interest rate in the absence of an agreement is the prime rate at the largest bank in Nevada as determined by the Commissioner of Financial Institutions on January 1 or July 1 immediately preceding (NRS 99.040). For commercial loans, the maximum contract rate is the higher of (a) the rate that the parties agree to, or (b) if no rate is specified, the prime rate. The judgment interest rate is the prime rate at the largest Nevada bank plus 2%, adjusted semiannually on January 1 and July 1 (NRS 17.130). Nevada does not impose a general usury cap on commercial lending transactions.

5.5 Taxes

(a) Nevada Sales and Use Tax. Nevada imposes a sales and use tax on the retail sale of tangible personal property (NRS 372.105). The state base rate is 6.85%, with local taxes bringing the combined rate to approximately [RATE]% (ranging from 6.85% to 8.375% depending on the county).

(b) Manufacturing Equipment Exemption. Equipment used directly and exclusively in manufacturing may qualify for a sales and use tax exemption under NRS 372.7285. Eligible equipment includes machinery used directly in a manufacturing operation, including conveyors, assembly equipment, and testing equipment. Buyer shall provide Seller with a valid Nevada exemption certificate if claiming any exemption.

(c) No State Income Tax. Nevada does not impose a state corporate income tax or personal income tax. However, Nevada does impose a Commerce Tax on businesses with Nevada gross revenue exceeding $4,000,000 per fiscal year (NRS 363C).

(d) Tax Responsibility. Unless the Equipment is exempt, Buyer shall be responsible for all applicable sales and use taxes. Seller shall collect and remit such taxes as required.

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 NRS 104.2509:

☐ FOB Origin (Shipment Contract): Risk passes to Buyer when Equipment is delivered to the carrier.

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

(b) Passage of Title. Title shall pass to Buyer upon [delivery / Acceptance / full payment], subject to any security interest retained under Section 16.

6.3 Installation and Commissioning

(a) Installation. ☐ Seller shall / ☐ Buyer shall be responsible for installation per Exhibit C.

(b) Commissioning. The Parties shall conduct commissioning tests per Exhibit C to verify conformity with the Specifications.

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

6.4 Shipping and Insurance

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

(b) The Party bearing risk of loss shall maintain cargo insurance covering the full Purchase Price during transit.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

Buyer has the right to inspect the Equipment before Acceptance (NRS 104.2513). Inspection shall occur during the Inspection Period at Buyer's expense, unless nonconformity is found, in which case Seller bears reasonable inspection costs.

7.2 Acceptance

Acceptance occurs when (NRS 104.2606):

(a) Buyer signifies that the Equipment conforms or that Buyer will retain it despite nonconformity;

(b) Buyer fails to make 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, Buyer may reject by delivering a written Rejection Notice within the Inspection Period (NRS 104.2601, 104.2602).

(b) Nevada follows the UCC "perfect tender" rule (NRS 104.2601).

(c) Buyer shall hold rejected Equipment with reasonable care at Seller's disposition (NRS 104.2602).

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 (NRS 104.2508(1)).

(b) If Seller had reasonable grounds to believe the tender would be acceptable, Seller may have further reasonable time to substitute (NRS 104.2508(2)).

7.5 Revocation of Acceptance

Buyer may revoke Acceptance if a nonconformity substantially impairs the Equipment's value and either (a) Buyer accepted assuming the nonconformity would be cured and it was not, or (b) acceptance was reasonably induced by difficulty of discovery or Seller's assurances (NRS 104.2608).

8. WARRANTIES

8.1 Express Warranty

Seller expressly warrants that:

(a) The Equipment shall materially conform to the Specifications 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 "express warranties" under NRS 104.2313.

8.2 Implied Warranty of Merchantability

Unless disclaimed below, Seller warrants that the Equipment is merchantable (NRS 104.2314).

8.3 Implied Warranty of Fitness for Particular Purpose

If Seller has reason to know Buyer's particular purpose and Buyer relies on Seller's judgment, Seller warrants fitness for that purpose (NRS 104.2315).

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 NRS 104.2316. THIS DISCLAIMER IS CONSPICUOUS AS REQUIRED BY NEVADA 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) Misuse, neglect, or unauthorized modification;
(b) Operation outside specified parameters;
(c) Failure to perform recommended maintenance;
(d) Normal wear and tear; or
(e) 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 Nevada.

(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.

(f) State Business License. Each Party required to hold a Nevada State Business License pursuant to NRS 76.100 holds a current license.

9.2 Seller's Representations

Seller additionally represents:

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

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

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

(d) No Undisclosed Defects. To Seller's knowledge, there are no undisclosed defects.

9.3 Buyer's Representations

Buyer additionally represents:

(a) Financial Capacity. Buyer has sufficient funds or committed financing.

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

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, per 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.

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 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 gross negligence or willful misconduct.

12.3 Indemnification Procedures

(a) Prompt written notice of claims;
(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 NEVADA 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 NRS 104.2719(2).

13.4 Statute of Limitations

UCC sales claims are subject to a four (4) year statute of limitations (NRS 104.2725). 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 (NRS 11.190(1)(b)).

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.

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 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 Nevada Trade Secrets Act

This Section supplements rights under Nevada's Uniform Trade Secrets Act (NRS 600A.010 et seq.):

(a) Presumption of Reasonable Secrecy Efforts. Nevada uniquely provides that the owner of a trade secret is presumed to make a reasonable effort to maintain secrecy if the word "Confidential" or "Private" or another indication of secrecy is placed in a reasonably noticeable manner on any medium that describes or includes the trade secret. This presumption may be rebutted only by clear and convincing evidence (NRS 600A.032). The Parties agree to mark all trade secret materials accordingly.

(b) Injunctive Relief: Courts may enjoin actual or threatened misappropriation (NRS 600A.040);

(c) Damages: Actual loss plus unjust enrichment, or a reasonable royalty (NRS 600A.050);

(d) Exemplary Damages: Up to double actual damages for willful and malicious misappropriation (NRS 600A.050);

(e) Attorney Fees: Available for willful and malicious misappropriation or bad faith claims (NRS 600A.060);

(f) Statute of Limitations: Three (3) years from the date misappropriation is discovered or should have been discovered (NRS 600A.070).

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 Nevada law.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Retention of Title

Seller retains title until full payment of the Purchase Price. During retention, 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 (NRS 104.9103).

(b) Buyer authorizes filing of a UCC-1 Financing Statement with the Nevada 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 (NRS 104.9324(a)).

16.3 Filing Office Information

UCC filings in Nevada are made with:

Nevada Secretary of State
Commercial Recordings Division
202 North Carson Street
Carson City, Nevada 89701

Filing is also available electronically through the Nevada SilverFlume portal.

16.4 Buyer's Cooperation

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

16.5 Charging Order Protections

If Buyer is a Nevada LLC, Buyer acknowledges that under NRS 86.401, a charging order is the exclusive remedy by which a judgment creditor of a member may satisfy a judgment from the member's interest in the LLC. This provision may affect creditors' ability to reach the Equipment if titled in a Nevada LLC.

17. DEFAULT AND REMEDIES

17.1 Events of Default

(a) Buyer Default:
(i) Failure to pay when due;
(ii) Material breach of representations, warranties, or covenants;
(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 representations, warranties, or covenants;
(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 (NRS 104.2712);
(ii) Market-price damages (NRS 104.2713);
(iii) Specific performance for unique goods (NRS 104.2716);
(iv) Recovery of payments plus incidental/consequential damages (NRS 104.2711, 104.2715).

(b) Seller's Remedies:
(i) Withhold delivery (NRS 104.2703);
(ii) Resale and recover difference (NRS 104.2706);
(iii) Contract-market damages (NRS 104.2708);
(iv) Action for the price (NRS 104.2709);
(v) Cancellation (NRS 104.2703).

17.4 Liquidated Damages

☐ If elected: Seller may retain up to $[________________________________] of the deposit as liquidated damages (NRS 104.2718).

17.5 Cumulative Remedies

All remedies are cumulative.

17.6 Attorneys' Fees

The prevailing Party shall recover reasonable attorneys' 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's bankruptcy, insolvency, or assignment for 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 Nevada, including the Nevada UCC (NRS Chapter 104), without regard to conflict-of-laws principles. The CISG is excluded.

19.2 Forum Selection

Exclusive jurisdiction in the District Court for [Clark / Washoe / Other] County, Nevada, or the United States District Court for the District of Nevada. 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 [Las Vegas / Reno / Other City], Nevada.

19.6 Jury Trial Waiver

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

Nevada Practice Note: Nevada courts generally enforce contractual jury trial waivers in commercial agreements where the waiver is knowing, voluntary, and intentional. The Nevada Constitution guarantees the right to a jury trial (Nev. Const. Art. 1, Sec. 3), but this right may be waived by the parties. To enhance enforceability, the waiver should be conspicuous, mutual, and acknowledged by both Parties. Including separate initialing lines is recommended.

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 ("Force Majeure Events"), excluding 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 addresses in Section 1.

20.6 Severability

Invalid provisions 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 Nevada UETA (NRS 719.010 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 Nevada Tax Advantages Notice

Nevada does not impose a state corporate income tax, personal income tax, franchise tax, or inventory tax. However, a Commerce Tax applies to businesses with Nevada gross revenue exceeding $4,000,000 (NRS 363C). Nevada imposes a Modified Business Tax on wages paid to employees (NRS 363B). The Parties should consult their respective tax advisors regarding the tax implications of this transaction.

21. EXECUTION BLOCK

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

SELLER:

[________________________________]

BUYER:

[________________________________]

EXHIBIT A - EQUIPMENT SPECIFICATIONS

EXHIBIT B - PRICE SCHEDULE AND PAYMENT MILESTONES

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 Nevada before use.