Sales Agreement - Equipment (New York)

NEW YORK EQUIPMENT PURCHASE AND SALE AGREEMENT

Governed by New York Uniform Commercial Code Article 2 and New York General Obligations Law

TABLE OF CONTENTS

1. Parties and Recitals
2. Definitions (New York-Specific)
3. Sale, Purchase Price, and Payment
4. Delivery, Title, and Risk of Loss
5. Inspection, Acceptance, and Rejection Under NY UCC
6. Representations and Warranties
7. New York Sales and Use Tax Obligations
8. Default, Remedies, and NY Prejudgment Interest
9. Indemnification and Limitation of Liability
10. Confidentiality and NY SHIELD Act Compliance
11. Governing Law, Forum Selection, and Dispute Resolution
12. General Provisions
13. Execution
14. Schedules

1. PARTIES 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: [________________________________] organized under the laws of [________________________________]
Principal Office: [________________________________]
NY Tax ID / Sales Tax Vendor Number: [________________________________]

BUYER:
Name: [________________________________]
Entity Type: [________________________________] organized under the laws of [________________________________]
Principal Office: [________________________________]
NY Sales Tax Exemption Certificate No. (if applicable): [________________________________]

(each a "Party" and collectively the "Parties")

RECITALS

A. Seller manufactures, distributes, or otherwise owns the equipment described on Schedule 1 (the "Equipment") and desires to sell such Equipment to Buyer.

B. Buyer desires to purchase the Equipment on the terms set forth herein.

C. The Parties intend this Agreement to constitute a contract for the sale of goods governed by Article 2 of the New York Uniform Commercial Code (NY UCC §§ 2-101 et seq.) and the laws of the State of New York.

D. Pursuant to NY General Obligations Law § 5-1401, the Parties elect New York law to govern this Agreement, which they represent involves a transaction covering in the aggregate not less than two hundred fifty thousand dollars ($250,000), or alternatively, the Parties have a reasonable nexus to the State of New York.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

2. DEFINITIONS (NEW YORK-SPECIFIC)

"Applicable Law" means all federal, New York State, and local laws, statutes, regulations, ordinances, and rules applicable to the transactions contemplated by this Agreement, including the NY UCC, NY General Obligations Law, NY General Business Law, and NY Tax Law.

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

"Closing" means the consummation of the sale and purchase of the Equipment as described in Section 3.

"Commercial Division" means the Commercial Division of the New York Supreme Court, as established under 22 NYCRR § 202.70, which hears commercial disputes meeting the applicable monetary threshold (currently $500,000 in New York County).

"Confidential Information" has the meaning set forth in Section 10.1.

"Delivery Point" means [________________________________] as further described in Section 4.1.

"Equipment" means the tangible, movable goods described on Schedule 1, including all accessories, manuals, and replacement parts, constituting "goods" within the meaning of NY UCC § 2-105.

"Force Majeure Event" has the meaning set forth in Section 12.6.

"Governing Law Jurisdiction" means the State of New York.

"Lien" means any mortgage, pledge, security interest, encumbrance, or other charge recognized under NY UCC Article 9 or other Applicable Law.

"NY Statutory Interest Rate" means nine percent (9%) per annum, as set forth in CPLR § 5004.

"Permitted Liens" means those Liens, if any, identified on Schedule 2.

"Private Information" has the meaning assigned under NY General Business Law § 899-aa (the SHIELD Act).

"Purchase Price" has the meaning set forth in Section 3.1.

"Specifications" means the technical and functional specifications for the Equipment set forth on Schedule 1.

"Warranty Period" means [________________________________] commencing on the date of Buyer's acceptance of the Equipment under Section 5.

3. SALE, PURCHASE PRICE, AND PAYMENT

3.1 Sale and Purchase

Subject to the terms of this Agreement, Seller sells, assigns, transfers, and conveys to Buyer, and Buyer purchases 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. Title shall pass in accordance with NY UCC § 2-401.

3.2 Purchase Price

Buyer shall pay Seller an aggregate purchase price of [________________________________] United States Dollars (US $[________________________________]) (the "Purchase Price"), allocated as follows:

3.3 Payment Schedule

☐ Lump-Sum Payment: The full Purchase Price is due on or before [__/__/____].

☐ Installment Payment:

• Deposit: US $[________________________________] due within [____] Business Days after the Effective Date
• Progress Payment: US $[________________________________] due upon [________________________________]
• Final Payment: US $[________________________________] due upon Buyer's acceptance of the Equipment under Section 5

3.4 Method of Payment

All payments shall be made in United States Dollars by wire transfer of immediately available funds to an account designated by Seller in writing.

3.5 Late Payment and New York Usury Compliance

(a) Any amount not paid when due shall accrue interest at the lesser of (i) [____]% per month ([____]% per annum) or (ii) the maximum rate permitted under New York law.

(b) NY Usury Caps. The Parties acknowledge that under NY General Obligations Law § 5-501, the maximum lawful rate of interest on a forbearance of money is sixteen percent (16%) per annum for civil purposes. Any interest rate charged under this Agreement that exceeds 16% per annum is void and unenforceable under NY GOL § 5-511. Interest exceeding twenty-five percent (25%) per annum constitutes criminal usury under NY Penal Law § 190.40.

(c) Corporate Exemption. If both Parties are corporations or limited liability companies, the 16% civil usury cap does not apply, but the 25% criminal usury cap under Penal Law § 190.40 remains in effect. See NY GOL § 5-521(1).

3.6 Setoff

Neither Party may set off amounts owed under this Agreement against other obligations without the prior written consent of the other Party.

4. DELIVERY, TITLE, AND RISK OF LOSS

4.1 Delivery

Seller shall deliver the Equipment to the Delivery Point no later than [__/__/____] (the "Delivery Deadline"). Delivery terms are:

☐ FOB Seller's Facility (NY UCC § 2-319): Risk passes when Equipment is placed in possession of carrier at Seller's facility.

☐ FOB Buyer's Facility (NY UCC § 2-319): Risk passes when Equipment arrives at Buyer's designated location.

☐ FCA [________________________________] (Incoterms 2020)

4.2 Risk of Loss

Risk of loss passes to Buyer in accordance with the delivery term selected in Section 4.1 and NY UCC §§ 2-509 and 2-510.

4.3 Passage of Title

Title to the Equipment passes to Buyer upon the later of (i) delivery of the Equipment at the Delivery Point and (ii) Seller's receipt of the Purchase Price in full, subject to NY UCC § 2-401.

4.4 Seller's Obligation to Deliver Clean Title

Seller warrants that at Closing it shall convey good and marketable title to the Equipment free and clear of all Liens, consistent with the warranty of title under NY UCC § 2-312.

4.5 Packaging and Shipping

Seller shall package the Equipment in accordance with industry standards and any additional requirements on Schedule 3. Seller shall provide Buyer with a bill of lading, packing list, and all customs documentation (if applicable).

5. INSPECTION, ACCEPTANCE, AND REJECTION UNDER NY UCC

5.1 Right to Inspect

Buyer shall have [____] calendar days following delivery to inspect the Equipment (the "Inspection Period"). Buyer's right to inspect is preserved under NY UCC § 2-513.

5.2 Acceptance

The Equipment is deemed accepted upon the earliest of:

(a) Buyer's written notice of acceptance;
(b) Expiration of the Inspection Period without Buyer delivering a Rejection Notice; or
(c) Buyer's use of the Equipment in a manner inconsistent with Seller's ownership, per NY UCC § 2-606.

5.3 Rejection

(a) If Buyer reasonably determines that the Equipment fails in any respect to conform to the Specifications or the contract description, Buyer may reject under the "perfect tender rule" of NY UCC § 2-601 by delivering written notice to Seller specifying the nonconformities (a "Rejection Notice") within the Inspection Period.

(b) Upon rejection, Buyer shall hold the Equipment with reasonable care at Seller's disposition per NY UCC § 2-602.

5.4 Cure

Seller may cure a nonconforming tender within [____] days of receipt of Buyer's Rejection Notice, provided the time for performance has not expired, per NY UCC § 2-508.

5.5 Revocation of Acceptance

Buyer may revoke acceptance only in accordance with NY UCC § 2-608 if (i) a nonconformity substantially impairs the value of the Equipment to Buyer, (ii) Buyer accepted on the reasonable assumption the nonconformity would be cured and it has not been seasonably cured, or (iii) Buyer accepted without discovery of the nonconformity and acceptance was reasonably induced by difficulty of discovery or by Seller's assurances.

6. REPRESENTATIONS AND WARRANTIES

6.1 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 of formation and, if a foreign entity, is authorized to transact business in New York;

(b) It has full power and authority to enter into and perform this Agreement;

(c) This Agreement constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms, subject to applicable bankruptcy and equitable principles; and

(d) Its execution and performance of this Agreement does not violate any Applicable Law or any agreement to which it is a party.

6.2 Seller's Warranties

Seller further represents and warrants that:

(a) Title Warranty (NY UCC § 2-312). Seller has good and marketable title to the Equipment, free of all Liens except Permitted Liens, and the Equipment is delivered free of any rightful claim of infringement by a third party.

(b) Express Warranty of Conformity. The Equipment will materially conform to the Specifications on Schedule 1 and will be free from defects in material and workmanship for the Warranty Period. This constitutes an express warranty under NY UCC § 2-313.

(c) Implied Warranty of Merchantability (NY UCC § 2-314). The Equipment is merchantable, is fit for the ordinary purposes for which such equipment is used, and is adequately packaged and labeled.

(d) Fitness for a Particular Purpose (NY UCC § 2-315). If Buyer has made known to Seller the particular purpose for which the Equipment is required, and Buyer is relying on Seller's skill or judgment, the Equipment is fit for such particular purpose.

(e) Compliance with Law. The Equipment has been manufactured, stored, and sold in compliance with all Applicable Law, including OSHA, EPA, and any applicable New York Department of Labor regulations.

6.3 Warranty Remedies

During the Warranty Period, Seller shall, at its sole cost and option, repair, replace, or refund the Purchase Price allocable to any nonconforming Equipment. Such remedies are in addition to, and not in limitation of, any remedies available under NY UCC Article 2.

6.4 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.2, SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY NY UCC § 2-316, SELLER DISCLAIMS ALL OTHER IMPLIED WARRANTIES NOT EXPRESSLY STATED HEREIN. Any disclaimer of implied warranties must be conspicuous under NY UCC § 2-316(2); accordingly, this disclaimer is set forth in capital letters.

6.5 Survival

The warranties in Section 6.2(b) survive for the Warranty Period. All other representations and warranties survive for the longer of (i) the Warranty Period or (ii) the applicable statute of limitations under NY law (six years for breach of contract under CPLR § 213(2); four years for sale of goods under NY UCC § 2-725).

7. NEW YORK SALES AND USE TAX OBLIGATIONS

7.1 Applicability

The sale of Equipment under this Agreement may be subject to New York State and local sales and use tax under NY Tax Law Article 28 (§§ 1101 et seq.). The combined state and local sales tax rate varies by locality (state rate: 4%; combined rates range from approximately 7% to 8.875%).

7.2 Tax Responsibility

(a) The Purchase Price stated in Section 3.2 is exclusive of all applicable sales, use, and other transaction-based taxes.

(b) Buyer is responsible for payment of all such taxes unless Buyer provides Seller with a properly completed New York State Resale Certificate (Form ST-120) or Exempt Organization Certificate (Form ST-119.1) prior to delivery.

7.3 Seller's Collection Obligation

Seller, if registered as a vendor under NY Tax Law § 1134, shall collect and remit applicable sales tax. Seller shall separately state the tax amount on each invoice.

7.4 Capital Equipment Exemption

Buyer should consult with a New York tax advisor regarding potential exemptions, including the exemption for machinery and equipment used directly and predominantly in the production of tangible personal property for sale (NY Tax Law § 1115(a)(12)).

8. DEFAULT, REMEDIES, AND NY PREJUDGMENT INTEREST

8.1 Events of Default

(a) Buyer Default: (i) Failure to pay any amount when due and such failure continues for [____] Business Days after written notice; (ii) wrongful rejection or repudiation of the Equipment; or (iii) insolvency, assignment for the benefit of creditors, or commencement of bankruptcy proceedings.

(b) Seller Default: (i) Failure to deliver the Equipment by the Delivery Deadline and such failure continues for [____] Business Days after written notice; (ii) delivery of Equipment materially nonconforming to the Specifications and failure to cure under Section 5.4; or (iii) insolvency event as described above.

8.2 Buyer's Remedies Under NY UCC

Upon Seller Default, Buyer may exercise any or all remedies available under NY UCC Article 2, including:

(a) Cover (NY UCC § 2-712): Purchase substitute equipment in good faith and recover the difference between the cover price and the contract price;

(b) Damages for Non-Delivery (NY UCC § 2-713): Recover the difference between the market price at the time Buyer learned of the breach and the contract price;

(c) Specific Performance (NY UCC § 2-716): Seek specific performance where the Equipment is unique or circumstances make cover impracticable; and

(d) Incidental and Consequential Damages (NY UCC § 2-715): Recover incidental and consequential damages, subject to the limitations in Section 9.

8.3 Seller's Remedies Under NY UCC

Upon Buyer Default, Seller may exercise any or all remedies available under NY UCC Article 2, including:

(a) Withhold Delivery (NY UCC § 2-703): Withhold delivery of undelivered Equipment;

(b) Resale (NY UCC § 2-706): Resell the Equipment in a commercially reasonable manner and recover the difference between the resale price and the contract price;

(c) Action for Price (NY UCC § 2-709): Sue for the Purchase Price if the Equipment has been accepted or cannot be resold at a reasonable price; and

(d) Demand Adequate Assurance (NY UCC § 2-609): Demand adequate assurance of performance if reasonable grounds for insecurity arise.

8.4 Prejudgment Interest

The prevailing Party in any action for damages under this Agreement is entitled to prejudgment interest calculated at the NY Statutory Interest Rate (9% per annum) from the earliest ascertainable date the cause of action existed, per CPLR §§ 5001 and 5004.

8.5 Statute of Limitations

Actions for breach of a sale-of-goods contract must be commenced within four (4) years after the cause of action accrues, per NY UCC § 2-725. The Parties may reduce this period by agreement to not less than one (1) year but may not extend it.

8.6 Attorney Fees

New York follows the "American Rule" — each Party bears its own attorney fees unless otherwise agreed. The Parties agree that the prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorney fees, court costs, and expenses from the non-prevailing Party.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Seller Indemnification

Seller shall indemnify, defend, and hold harmless Buyer and its officers, directors, employees, and agents from and against all third-party claims, losses, damages, liabilities, and expenses (including reasonable attorney fees) arising from:

(a) Breach of Seller's representations, warranties, or covenants;
(b) Any title defect or Lien not disclosed as a Permitted Lien;
(c) Any claim that the Equipment infringes a third party's patent, trademark, copyright, or trade secret; or
(d) Personal injury or property damage caused by a defect in the Equipment.

9.2 Buyer Indemnification

Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, and agents from and against all third-party claims arising from Buyer's misuse of the Equipment or Buyer's breach of this Agreement.

9.3 Limitation of Liability

(a) Cap. EXCEPT FOR (i) INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1, (ii) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (iii) LIABILITY FOR PERSONAL INJURY OR DEATH, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED [________________________________] (the "Liability Cap").

(b) Exclusion of Certain Damages. EXCEPT AS CARVE-OUTS ABOVE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

(c) NY UCC Limitation Validity. The Parties acknowledge that limitation-of-remedy clauses are enforceable under NY UCC § 2-719, provided they do not cause the limited remedy to fail of its essential purpose.

10. CONFIDENTIALITY AND NY SHIELD ACT COMPLIANCE

10.1 Confidential Information

"Confidential Information" means all non-public information disclosed by either Party in connection with this Agreement, designated as confidential or that a reasonable person would understand to be confidential given its nature.

10.2 Obligations

The receiving Party shall: (a) protect Confidential Information using at least the same degree of care it uses for its own confidential information (but no less than reasonable care); (b) use Confidential Information solely to perform under this Agreement; and (c) not disclose Confidential Information to third parties except to employees and advisors with a need to know who are bound by confidentiality obligations at least as protective.

10.3 Duration

Confidentiality obligations survive for [____] years after termination of this Agreement, and indefinitely for trade secrets.

10.4 NY SHIELD Act Compliance (GBL § 899-aa)

(a) If either Party receives, stores, or processes Private Information (as defined under the NY SHIELD Act, GBL § 899-aa) of the other Party's employees, customers, or agents in connection with this Agreement, such Party shall implement and maintain reasonable administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of such Private Information, consistent with GBL § 899-bb.

(b) In the event of a breach of security involving Private Information, the affected Party shall notify the other Party within thirty (30) days, consistent with the SHIELD Act's notification requirements (as amended effective 2025), and cooperate in any required notifications to affected individuals, the NY Attorney General, the NY Department of State, and the Division of State Police.

11. GOVERNING LAW, FORUM SELECTION, AND DISPUTE RESOLUTION

11.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including the New York Uniform Commercial Code (Article 2 — Sales), without giving effect to any conflict-of-laws rule that would result in the application of the laws of another jurisdiction.

NY GOL § 5-1401 Election. The Parties acknowledge that if this transaction covers in the aggregate not less than $250,000, the Parties may elect New York law to govern their rights and duties regardless of whether this Agreement bears a reasonable relation to New York, pursuant to NY GOL § 5-1401. The Parties hereby make such election.

11.2 Forum Selection — New York Supreme Court

(a) Subject to Section 11.4 (Optional Arbitration), the Parties irrevocably submit to the exclusive jurisdiction of the New York Supreme Court (New York's trial court of general jurisdiction) sitting in [________________________________] County, New York, and the United States District Court for the [________________________________] District of New York.

(b) Commercial Division. If the amount in controversy meets the applicable monetary threshold (currently $500,000 in New York County under 22 NYCRR § 202.70), either Party may request assignment to the Commercial Division of the New York Supreme Court, which applies specialized commercial litigation rules.

(c) Each Party waives any objection to venue, forum non conveniens, and personal jurisdiction in such courts.

11.3 Jury Trial Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. This waiver is enforceable under New York law. See Citibank, N.A. v. Liebowitz, 110 A.D.2d 615 (2d Dep't 1985).

11.4 Optional Arbitration

☐ Arbitration Elected. Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by [________________________________] under its Commercial Arbitration Rules. The arbitration shall be conducted in [________________________________], New York, before [____] arbitrator(s). The arbitrator(s) shall apply New York substantive law, including the NY UCC. Judgment on the award may be entered in any court of competent jurisdiction pursuant to CPLR Article 75.

☐ Arbitration Not Elected. Section 11.2 governs all disputes; no arbitration provision applies.

11.5 Injunctive Relief

Notwithstanding Section 11.4, either Party may seek temporary, preliminary, or permanent injunctive relief in the New York Supreme Court or federal court to protect Confidential Information or intellectual property rights, without posting bond or other security to the extent permitted by NY law.

12. GENERAL PROVISIONS

12.1 NY Statute of Frauds Compliance

This Agreement satisfies the writing requirement of NY General Obligations Law § 5-701 and NY UCC § 2-201 (requiring a writing for the sale of goods priced at $500 or more). No oral modification is enforceable unless confirmed in a signed writing per NY UCC § 2-209(2) and GOL § 15-301.

12.2 Electronic Signatures — NY ESRA

This Agreement may be executed by electronic signature. Electronic signatures are valid and enforceable under the New York Electronic Signatures and Records Act (State Technology Law §§ 301-309) ("ESRA") for intrastate transactions and under the federal E-SIGN Act (15 U.S.C. §§ 7001 et seq.) for interstate transactions. New York has not adopted the Uniform Electronic Transactions Act (UETA).

12.3 Counterparts

This Agreement may be executed in counterparts, each of which is deemed an original. Delivery by PDF, facsimile, or electronic transmission constitutes valid delivery under NY ESRA.

12.4 Amendment and Waiver

No amendment or modification of this Agreement is binding unless in writing and signed by both Parties, per NY UCC § 2-209 and NY GOL § 15-301. No waiver of any right is effective unless in writing; any waiver is limited to the specific instance.

12.5 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor by merger, consolidation, or sale of substantially all assets, provided the assignee assumes all obligations hereunder in writing.

12.6 Force Majeure

Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, epidemic, government actions, labor disputes, or supply chain disruptions ("Force Majeure Event"). The affected Party shall promptly notify the other Party and use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than [____] consecutive days, either Party may terminate this Agreement upon written notice.

12.7 Severability

If any provision is held invalid or unenforceable by a New York court, the remaining provisions remain in full force. The invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent.

12.8 Entire Agreement

This Agreement, including all Schedules, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous oral or written agreements, proposals, or understandings. Pursuant to NY UCC § 2-202, evidence of prior or contemporaneous agreements that contradict the terms of this writing is inadmissible.

12.9 Notices

All notices must be in writing and delivered (i) personally, (ii) by nationally recognized overnight courier (e.g., FedEx, UPS), or (iii) by certified mail, return receipt requested, to the addresses set forth in the preamble (or such other address as a Party may designate by notice). Notices are effective upon receipt or first refusal.

12.10 No Third-Party Beneficiaries

Except as expressly provided in Section 9, nothing in this Agreement confers any rights or remedies upon any person other than the Parties and their permitted successors and assigns.

12.11 Interpretation

Headings are for convenience only. "Including" means "including without limitation." Ambiguities shall not be construed against the drafting Party.

13. EXECUTION

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

SELLER:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

BUYER:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

14. SCHEDULES

Schedule 1 — Equipment Description and Specifications

Schedule 2 — Permitted Liens

☐ None.
☐ The following Liens remain post-Closing: [________________________________]

Schedule 3 — Packaging and Shipping Requirements

[________________________________]

SOURCES AND REFERENCES

• NY Uniform Commercial Code, Article 2 — Sales (NY UCC §§ 2-101 through 2-725): https://law.justia.com/codes/new-york/ucc/article-2/
• NY General Obligations Law § 5-1401 — Choice of Law: https://www.nysenate.gov/legislation/laws/GOB/5-1401
• NY General Obligations Law § 5-701 — Statute of Frauds: https://www.nysenate.gov/legislation/laws/GOB/5-701
• NY General Obligations Law § 5-501 — Usury: https://law.justia.com/codes/new-york/gob/article-5/title-5/5-501/
• CPLR § 213 — Six-Year Statute of Limitations: https://law.justia.com/codes/new-york/cvp/article-2/213/
• CPLR §§ 5001, 5004 — Prejudgment Interest (9%): https://law.justia.com/codes/new-york/cvp/article-50/5004/
• NY SHIELD Act — GBL § 899-aa: https://www.nysenate.gov/legislation/laws/GBS/899-AA
• NY Electronic Signatures and Records Act (ESRA) — State Tech. Law Art. 3: https://law.justia.com/codes/new-york/stt/article-3/
• NY Commercial Division Rules — 22 NYCRR § 202.70: https://www.law.cornell.edu/regulations/new-york/title-22/subtitle-A/chapter-II/part-202/section-202.70
• NY Tax Law Art. 28 — Sales and Use Tax: https://www.tax.ny.gov/pubs_and_bulls/tg_bulletins/st/computer_software.htm