Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Ohio 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 and Commissioning Plan
• Exhibit D — Training Schedule
• Exhibit E — Maintenance and Service Terms

1. DOCUMENT HEADER AND RECITALS

EQUIPMENT PURCHASE AND SALE AGREEMENT

This Equipment Purchase and Sale Agreement (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and between:

SELLER:

• Legal Name: [SELLER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Ohio Secretary of State Entity Number: [ENTITY #]
• Principal Address: [________________________________]
• Contact: [NAME] | [EMAIL] | [PHONE]

BUYER:

• Legal Name: [BUYER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Ohio Secretary of State Entity Number: [ENTITY #]
• Principal Address: [________________________________]
• Contact: [NAME] | [EMAIL] | [PHONE]

(Seller and Buyer are each a "Party" and collectively the "Parties.")

RECITALS

WHEREAS, Seller is engaged in the business of manufacturing, distributing, or selling the equipment described in this Agreement;

WHEREAS, Buyer desires to purchase such equipment for use at its facilities in the State of Ohio;

WHEREAS, the Parties desire to set forth the terms and conditions governing the purchase and sale of the Equipment, including delivery, installation, warranties, and ongoing service;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Terms defined in Ohio Rev. Code Chapter 1302 (UCC Article 2) and Chapter 1309 (UCC Article 9) and not otherwise defined herein shall have the meanings ascribed to them by those chapters.

"Acceptance" means Buyer's acceptance of the Equipment in accordance with Section 7 hereof and Ohio Rev. Code § 1302.64 (UCC § 2-606).

"Applicable Law" means all federal, state, and local laws, statutes, codes, ordinances, rules, and regulations applicable to the transactions contemplated by this Agreement, including Ohio Rev. Code Title 13 (Commercial Transactions).

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

"Commissioning" means the process of verifying that the Equipment operates in accordance with the Specifications after Installation, as described in Exhibit C.

"Conforming Equipment" means Equipment that conforms to the Specifications, warranties, and requirements of this Agreement in all material respects. See Ohio Rev. Code § 1302.52 (UCC § 2-301) (seller's obligation to tender conforming goods).

"Cure Period" means the period during which Seller may cure a non-conforming tender, as provided under Ohio Rev. Code § 1302.58 (UCC § 2-508).

"Defect" or "Defective" means any condition in which the Equipment does not conform to the Specifications, applicable warranties, or Applicable Law.

"Delivery Date" means the date(s) on which Equipment is to be delivered as specified in Exhibit C or as otherwise agreed in writing.

"Equipment" means the machinery, apparatus, devices, components, parts, accessories, and related items described in Exhibit A, including all embedded software and firmware.

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

"Hazardous Materials" means any substance or material classified as hazardous, toxic, or a pollutant under any Applicable Law, including the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.) and Ohio's hazardous waste provisions (Ohio Rev. Code Chapter 3734).

"Installation" means the physical placement, assembly, connection, and setup of the Equipment at the Delivery Location as described in Exhibit C.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, trade dress, know-how, and other proprietary rights recognized under Applicable Law.

"Latent Defect" means a Defect that is not discoverable through Buyer's reasonable inspection upon delivery or during the Inspection Period.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien, or charge of any kind, including any mechanic's lien under Ohio Rev. Code Chapter 1311.

"PMSI" means a purchase-money security interest as defined in Ohio Rev. Code § 1309.103 (UCC § 9-103).

"Purchase Price" means the total purchase price for the Equipment as set forth in Exhibit B, inclusive of all components but exclusive of applicable taxes unless otherwise stated.

"Rejection" means Buyer's rejection of non-conforming Equipment in accordance with Ohio Rev. Code § 1302.61 (UCC § 2-601) and Section 7 hereof.

"Revocation of Acceptance" means Buyer's revocation of a prior acceptance of Equipment in accordance with Ohio Rev. Code § 1302.66 (UCC § 2-608).

"Specifications" means the technical requirements, performance criteria, dimensions, tolerances, and other specifications set forth in Exhibit A.

"Warranty Period" means the period during which Seller's warranties under Section 8 are in effect, commencing on the date of Acceptance and continuing for the period specified in Section 8.1.

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell and Purchase. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and deliver to Buyer, and Buyer agrees to purchase and accept from Seller, the Equipment described in Exhibit A.

3.2 Scope. This Agreement covers the sale of Equipment only and does not create a lease, license, or bailment. To the extent the Equipment contains embedded software or firmware, Buyer receives a perpetual, non-exclusive license to use such software solely in connection with the Equipment's intended operation, subject to Section 14.

3.3 Entire Agreement for Equipment. This Agreement, together with all Exhibits, constitutes the entire agreement between the Parties with respect to the Equipment. Additional or different terms in any Buyer purchase order, Seller order acknowledgment, or other document shall not modify this Agreement unless accepted in a writing signed by both Parties. See Ohio Rev. Code § 1302.10 (UCC § 2-207) (additional terms in acceptance or confirmation).

3.4 Change Orders. Either Party may propose changes to the Specifications, Delivery Date, or other terms by written change order. No change order shall be effective unless agreed to in writing by both Parties, including any adjustment to the Purchase Price or schedule.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Specifications. The Equipment shall conform in all material respects to the Specifications set forth in Exhibit A. Seller shall not make any material change to the Equipment's design, materials, or manufacturing process that would affect form, fit, or function without Buyer's prior written consent.

4.2 Serial Numbers and Identification. Seller shall assign and affix a unique serial number to each unit of Equipment or major component. Seller shall provide Buyer with a complete listing of all serial numbers, model numbers, and part numbers prior to or concurrent with delivery.

4.3 Country of Origin and Compliance. Seller shall identify the country of origin for the Equipment and all major components. The Equipment shall comply with all applicable federal, state, and local safety standards, including OSHA regulations (29 C.F.R. Parts 1900–1999) and any applicable ANSI or UL standards identified in Exhibit A.

4.4 Nameplate and Labeling. The Equipment shall bear the manufacturer's nameplate identifying the manufacturer, model number, serial number, rated capacity, and any required safety or regulatory markings.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price. The total Purchase Price for the Equipment is $[AMOUNT] as detailed in Exhibit B. Unless otherwise specified in Exhibit B, the Purchase Price is stated in United States Dollars and is firm and fixed.

5.2 Payment Schedule. Buyer shall pay the Purchase Price according to the following milestone schedule (or as modified in Exhibit B):

5.3 Invoicing. Seller shall submit invoices to Buyer at the address (or email) specified above. Each invoice shall reference this Agreement, the applicable milestone, and shall include sufficient detail to permit Buyer's verification.

5.4 Payment Method. All payments shall be made by [wire transfer / ACH / check] to the account designated by Seller in writing.

5.5 Late Payment Interest.

(a) Any undisputed amount not paid when due shall bear interest from the due date until paid at the rate of [____]% per annum (or, if no rate is specified, at the rate determined pursuant to Ohio Rev. Code § 5703.47, as published by the Ohio Tax Commissioner under § 1343.03).

(b) The right to interest on late payments shall not limit either Party's other remedies for breach.

5.6 Disputed Invoices. Buyer may withhold payment of any amount that Buyer disputes in good faith, provided Buyer: (a) pays all undisputed amounts when due; (b) delivers written notice to Seller specifying the disputed amount and basis for the dispute within [15 / 30] days of receipt of the invoice; and (c) works in good faith to resolve the dispute. Resolution of disputed amounts shall not toll interest on amounts determined to have been properly due.

5.7 Right of Setoff. Buyer may, upon written notice, set off against amounts owed to Seller any amounts that Seller owes to Buyer under this Agreement or any related agreement, subject to Ohio Rev. Code § 1302.85 (UCC § 2-711) (buyer's remedies).

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms. Seller shall deliver the Equipment to:

Delivery Location: [________________________________]

Delivery shall be [FOB Origin / FOB Destination / DDP / DAP / other Incoterm] (the "Delivery Terms"). The Parties acknowledge that the allocation of risk of loss under the selected Delivery Terms is intended to control over any default UCC provisions.

6.2 Delivery Schedule. Seller shall deliver the Equipment on or before [DATE] (the "Scheduled Delivery Date"). Time is [of the essence / not of the essence but material] with respect to the Delivery Date. If Seller anticipates a delay, Seller shall promptly notify Buyer in writing, stating the reason and expected revised date.

6.3 Packaging and Shipping. Seller shall pack the Equipment in a manner adequate to protect against damage during transit and handling, in accordance with industry standards and carrier requirements. Seller shall include with each shipment a packing list identifying all items, quantities, and serial numbers.

6.4 Title and Risk of Loss. Unless otherwise provided by the Delivery Terms:

(a) Title to the Equipment shall pass to Buyer upon [delivery to carrier / delivery to Delivery Location / Acceptance], subject to Seller's retention of a security interest under Section 16 (if applicable).

(b) Risk of Loss shall pass in accordance with the Delivery Terms selected in Section 6.1 and Ohio Rev. Code § 1302.52–1302.54 (UCC §§ 2-509, 2-510).

(c) Defective or Non-Conforming Equipment. Notwithstanding the foregoing, risk of loss for non-conforming Equipment remains with Seller until cure or acceptance. Ohio Rev. Code § 1302.54 (UCC § 2-510).

6.5 Installation. If Exhibit C provides for Seller-performed Installation:

(a) Seller shall install the Equipment in accordance with the Installation plan and schedule set forth in Exhibit C.

(b) Buyer shall provide Seller with reasonable access to the Delivery Location, adequate power supply, environmental conditions, and other site requirements specified in Exhibit C.

(c) Seller's installation personnel shall comply with all Buyer site rules and Applicable Law, including OSHA requirements.

6.6 Commissioning. Following Installation, Seller shall perform Commissioning tests as described in Exhibit C to verify that the Equipment operates in conformity with the Specifications. Seller shall provide Buyer with a written Commissioning report documenting all tests performed and results obtained.

6.7 Liquidated Damages for Late Delivery. If Seller fails to deliver the Equipment by the Scheduled Delivery Date (as extended by any agreed change order or Force Majeure Event), Buyer shall be entitled to liquidated damages in the amount of [____]% of the Purchase Price for each [calendar day / week] of delay, up to a maximum of [____]% of the Purchase Price. Such liquidated damages represent a genuine pre-estimate of Buyer's anticipated losses and are not a penalty. This remedy is not exclusive; if the delay exceeds [____] days, Buyer may terminate this Agreement under Section 18.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection. Buyer shall have a reasonable opportunity to inspect the Equipment before Acceptance, pursuant to Ohio Rev. Code § 1302.56 (UCC § 2-513). Buyer may, at its option, conduct pre-shipment inspection at Seller's facility and post-delivery inspection at the Delivery Location.

7.2 Inspection Period. Buyer shall have [____] Business Days following the later of (a) delivery of the Equipment to the Delivery Location or (b) completion of Commissioning (the "Inspection Period") to inspect and test the Equipment.

7.3 Acceptance. Acceptance occurs when Buyer:

(a) Expressly signifies to Seller in writing that the Equipment conforms to this Agreement; or

(b) Fails to make an effective rejection within the Inspection Period after having a reasonable opportunity to inspect; or

(c) Does any act inconsistent with Seller's ownership that is not excused under this Agreement.

See Ohio Rev. Code § 1302.64 (UCC § 2-606).

7.4 Rejection. If the Equipment fails in any respect to conform to this Agreement, Buyer may reject the whole, accept the whole, or accept any commercial unit(s) and reject the rest, per Ohio Rev. Code § 1302.61 (UCC § 2-601). Buyer shall provide written notice of rejection to Seller specifying the non-conformity. Buyer shall hold rejected Equipment with reasonable care at Seller's risk and expense.

7.5 Seller's Right to Cure. If Buyer rejects Equipment and the time for performance has not yet expired, Seller may notify Buyer of its intention to cure and shall have until the contract delivery date to make a conforming tender. If Buyer rejects a tender that Seller had reasonable grounds to believe would be acceptable, Seller shall have a further reasonable time to substitute a conforming tender, provided Seller seasonably notifies Buyer. Ohio Rev. Code § 1302.58 (UCC § 2-508).

7.6 Revocation of Acceptance. Buyer may revoke acceptance of Equipment whose non-conformity substantially impairs its value to Buyer if: (a) Buyer accepted on the reasonable assumption that the non-conformity would be cured and it has not been seasonably cured; or (b) Buyer accepted without discovery of the non-conformity and acceptance was reasonably induced by the difficulty of discovery or by Seller's assurances. Revocation must occur within a reasonable time after Buyer discovers or should have discovered the grounds for revocation. Ohio Rev. Code § 1302.66 (UCC § 2-608).

7.7 Consequences of Rejection or Revocation. Upon effective rejection or revocation, Buyer has the same rights and duties as to the Equipment as if they had been rejected, including the right to cancel and recover payments made. Ohio Rev. Code § 1302.66(C) (UCC § 2-608(3)).

8. WARRANTIES

8.1 Express Warranty. Seller warrants that for a period of [____] months following the date of Acceptance (the "Warranty Period"), the Equipment shall:

(a) Conform to the Specifications set forth in Exhibit A;

(b) Be free from defects in materials, workmanship, and design;

(c) Operate in accordance with Seller's published operating manuals and documentation;

(d) Be new and not refurbished, rebuilt, or remanufactured (unless expressly stated otherwise in Exhibit A); and

(e) Comply with all Applicable Law, including applicable safety standards.

These express warranties are created pursuant to Ohio Rev. Code § 1302.27 (UCC § 2-313).

8.2 Warranty of Title. Seller warrants that it has good and marketable title to the Equipment, free and clear of all Liens, encumbrances, and claims, and that the transfer of the Equipment will not infringe upon or misappropriate any third party's Intellectual Property Rights. Ohio Rev. Code § 1302.26 (UCC § 2-312).

8.3 Implied Warranties. The implied warranty of merchantability (Ohio Rev. Code § 1302.28; UCC § 2-314) and the implied warranty of fitness for a particular purpose (Ohio Rev. Code § 1302.29; UCC § 2-315) are [retained in full / limited to the Warranty Period / modified as follows: _______________].

8.4 Warranty Remedies. During the Warranty Period, if any Defect is discovered, Seller shall, at Buyer's election:

(a) Repair or replace the Defective Equipment or component at Seller's sole cost and expense, including shipping, labor, and materials; or

(b) Refund the portion of the Purchase Price allocable to the Defective Equipment.

Repair or replacement shall be completed within [____] Business Days of Seller's receipt of written notice of the Defect. Repaired or replaced Equipment shall be warranted for the remainder of the original Warranty Period or [____] days, whichever is longer.

8.5 Warranty Exclusions. Seller's warranties shall not apply to Defects caused by: (a) Buyer's misuse, abuse, negligence, or unauthorized modification; (b) operation outside the parameters specified in the Specifications or Seller's operating manuals; (c) normal wear and tear; (d) damage caused by Buyer's failure to follow Seller's maintenance requirements; or (e) repairs or modifications performed by persons other than Seller or Seller's authorized service providers without Seller's written consent.

8.6 Magnuson-Moss Act Notice.

☐ If the Equipment constitutes a "consumer product" within the meaning of the Magnuson-Moss Warranty Act, any warranty herein is designated as a [Full / Limited] Warranty in compliance with 15 U.S.C. §§ 2303–2304.

9. REPRESENTATIONS

9.1 Seller's Representations. Seller represents and warrants to Buyer that:

(a) Seller is duly organized, validly existing, and in good standing under the laws of its state of organization and is qualified to do business in Ohio;

(b) Seller has full power and authority to enter into this Agreement and perform its obligations;

(c) The execution and performance of this Agreement does not conflict with any agreement to which Seller is a party;

(d) The Equipment does not infringe any third party's Intellectual Property Rights;

(e) Seller is in compliance with all Applicable Law, including anti-bribery and anti-corruption laws;

(f) There is no pending or threatened litigation that would materially affect Seller's ability to perform under this Agreement; and

(g) All information Seller has provided to Buyer regarding the Equipment is accurate and complete in all material respects.

9.2 Buyer's Representations. Buyer represents and warrants to Seller that:

(a) Buyer is duly organized, validly existing, and in good standing under the laws of its state of organization;

(b) Buyer has full power and authority to enter into this Agreement and perform its obligations; and

(c) The execution and performance of this Agreement does not conflict with any agreement to which Buyer is a party.

10. TRAINING AND DOCUMENTATION

10.1 Technical Documentation. Seller shall deliver to Buyer, no later than the Delivery Date, complete technical documentation for the Equipment, including:

(a) Operation manuals and user guides;
(b) Maintenance and service manuals;
(c) Parts lists with part numbers and recommended spare parts inventory;
(d) Electrical, pneumatic, and hydraulic schematics (as applicable);
(e) Software/firmware documentation and version information;
(f) Safety data sheets for any Hazardous Materials associated with the Equipment; and
(g) Any certificates of compliance, test reports, or inspection records.

10.2 Training. Seller shall provide training to Buyer's personnel in accordance with the Training Schedule set forth in Exhibit D. Training shall cover, at a minimum:

(a) Safe operation of the Equipment;
(b) Routine maintenance procedures;
(c) Troubleshooting common issues; and
(d) Emergency shutdown procedures.

10.3 Training Location and Cost. Training shall be conducted at [Buyer's facility / Seller's facility / other location]. The cost of training is [included in the Purchase Price / $[AMOUNT] per session / as specified in Exhibit D].

10.4 Additional Training. Buyer may request additional training sessions at Seller's then-current rates, subject to scheduling availability.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Preventive Maintenance. Seller shall provide preventive maintenance services during the Warranty Period as described in Exhibit E. Post-Warranty maintenance shall be available under a separate Maintenance Agreement or at Seller's then-current rates.

11.2 Spare Parts Availability. Seller warrants that replacement parts for the Equipment shall be available for purchase by Buyer for a minimum of [____] years following the date of Acceptance. Seller shall provide Buyer with at least [12 / 24] months' advance written notice before discontinuing any part.

11.3 Response Time. During the Warranty Period, Seller shall respond to Buyer's service requests within [____] hours and shall have qualified service personnel on-site (if required) within [____] hours of Buyer's request.

11.4 Remote Diagnostics. If the Equipment is equipped with remote diagnostic capabilities, Buyer grants Seller limited access to such systems solely for the purpose of diagnostics and troubleshooting, subject to the confidentiality obligations of Section 15 and the cybersecurity provisions of Section 20.11.

12. INDEMNIFICATION

12.1 Seller's Indemnification. Seller shall indemnify, defend, and hold harmless Buyer and its officers, directors, employees, agents, and affiliates (collectively, "Buyer Indemnitees") from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of or relating to:

(a) Any breach of Seller's representations, warranties, or obligations under this Agreement;

(b) Any Defect in the Equipment, including product liability claims;

(c) Any infringement or misappropriation of any third party's Intellectual Property Rights by the Equipment;

(d) Seller's negligence, willful misconduct, or violation of Applicable Law; and

(e) Any claim by Seller's employees, agents, or subcontractors arising from the performance of this Agreement at Buyer's premises, including workers' compensation claims.

12.2 Buyer's Indemnification. Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, agents, and affiliates (collectively, "Seller Indemnitees") from and against any Losses arising out of or relating to:

(a) Any breach of Buyer's representations or obligations under this Agreement;

(b) Buyer's misuse, unauthorized modification, or operation of the Equipment in a manner inconsistent with the Specifications or Seller's instructions; and

(c) Buyer's negligence or willful misconduct.

12.3 Indemnification Procedure. The Party seeking indemnification (the "Indemnified Party") shall: (a) give prompt written notice to the indemnifying Party; (b) grant the indemnifying Party sole control of the defense and settlement (provided no settlement shall impose liability on the Indemnified Party without its consent); and (c) provide reasonable cooperation. Failure to give prompt notice shall not relieve the indemnifying Party except to the extent actually prejudiced.

13. LIMITATION OF LIABILITY

13.1 Limitation on Consequential Damages. EXCEPT FOR (A) SELLER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.1(C) (IP INFRINGEMENT), (B) A PARTY'S BREACH OF SECTION 15 (CONFIDENTIALITY), OR (C) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR COST OF COVER, REGARDLESS OF THE FORM OF ACTION AND WHETHER SUCH DAMAGES WERE FORESEEABLE.

13.2 Cap on Liability. EXCEPT FOR (A) SELLER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.1(C), (B) BREACH OF SECTION 15, OR (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED [THE PURCHASE PRICE / $[AMOUNT] / [____] TIMES THE PURCHASE PRICE].

13.3 Essential Purpose. The Parties acknowledge that the limitations set forth in this Section 13 shall apply even if any limited or exclusive remedy provided herein fails of its essential purpose. Ohio Rev. Code § 1302.93(B) (UCC § 2-719(2)).

14. INTELLECTUAL PROPERTY

14.1 Seller's Retained IP. All Intellectual Property Rights in and to the Equipment's design, engineering, embedded software, firmware, and documentation are and shall remain the property of Seller (or its licensors). Nothing in this Agreement grants Buyer any ownership interest in Seller's Intellectual Property.

14.2 Embedded Software License. To the extent the Equipment contains embedded software or firmware, Seller grants Buyer a non-exclusive, perpetual, non-transferable (except with a transfer of the Equipment) license to use such software solely in connection with the operation of the Equipment as contemplated by this Agreement.

14.3 Buyer's IP. Any specifications, designs, drawings, or technical data provided by Buyer to Seller for the manufacture of the Equipment remain Buyer's property. Seller shall not use such materials for any purpose other than performing under this Agreement without Buyer's prior written consent.

14.4 IP Infringement Defense. If the Equipment becomes the subject of an IP infringement claim, Seller shall, at its sole cost and expense: (a) procure for Buyer the right to continue using the Equipment; (b) modify or replace the Equipment to render it non-infringing while maintaining equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, accept return of the Equipment and refund the Purchase Price (less reasonable depreciation).

15. CONFIDENTIALITY

15.1 Definition. "Confidential Information" means all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, or by inspection of tangible objects, including: trade secrets; technical data; business plans; financial information; customer and supplier lists; pricing; and the terms of this Agreement.

15.2 Obligations. The Receiving Party shall: (a) maintain Confidential Information in strict confidence using the same degree of care it uses for its own confidential information, but not less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely for the purposes of performing under or exercising rights under this Agreement.

15.3 Permitted Disclosures. The Receiving Party may disclose Confidential Information to its employees, agents, and contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. The Receiving Party may also disclose Confidential Information as required by law, court order, or governmental regulation, provided the Receiving Party gives the Disclosing Party prompt prior written notice (to the extent legally permissible) and cooperates in seeking a protective order.

15.4 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is already in the Receiving Party's possession without restriction; (c) is independently developed by the Receiving Party without reference to Confidential Information; or (d) is received from a third party without restriction and without breach of any obligation of confidentiality.

15.5 Trade Secret Protection. The Parties acknowledge that certain Confidential Information may constitute trade secrets under the Ohio Uniform Trade Secrets Act (Ohio Rev. Code § 1333.61 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.). The obligations of this Section 15 are in addition to, and do not limit, any protections available under those statutes.

15.6 DTSA Notice. Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

15.7 Duration. The confidentiality obligations of this Section 15 shall survive expiration or termination of this Agreement for a period of [3 / 5] years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under Applicable Law.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Title Retention.

☐ Option A — Title Passes at Delivery/Acceptance. Title to the Equipment passes to Buyer upon [delivery / Acceptance], free and clear of all Liens.

☐ Option B — Title Retained Until Full Payment. Seller retains title to the Equipment until Buyer has paid the Purchase Price in full. Until title passes, Buyer shall: (a) not encumber or transfer the Equipment without Seller's consent; (b) keep the Equipment identifiable and separate from Buyer's other property to the extent practicable; and (c) maintain insurance as required by Section 20.5.

16.2 Grant of Security Interest. If Option B is selected or if any portion of the Purchase Price is deferred, Buyer hereby grants Seller a purchase-money security interest (PMSI) in the Equipment and all proceeds thereof, to secure payment of the Purchase Price and all obligations arising under this Agreement.

16.3 Perfection. Seller may file a UCC-1 financing statement with the Ohio Secretary of State (Ohio Rev. Code § 1309.501) to perfect its security interest. Buyer hereby authorizes Seller to file such financing statement(s) and any continuation statements. Seller shall file the initial financing statement within twenty (20) days of Buyer's receipt of possession to preserve PMSI priority under Ohio Rev. Code § 1309.324(a) (UCC § 9-324(a)).

16.4 Filing Details.

• Filing Office: Ohio Secretary of State, Business Services Division
• Online Filing: ucc.ohiosos.gov
• Filing Fee: Approximately $20 (electronic) / $50 (paper), subject to change

16.5 Release. Within [____] Business Days following Buyer's payment in full, Seller shall file a UCC-3 termination statement releasing its security interest and shall deliver to Buyer such release documents as Buyer may reasonably request.

16.6 Buyer's Cooperation. Buyer shall execute and deliver to Seller such documents and instruments as Seller may reasonably request to perfect, maintain, and enforce Seller's security interest.

17. DEFAULT AND REMEDIES

17.1 Events of Default. Each of the following shall constitute an "Event of Default":

(a) Buyer's failure to pay any undisputed amount when due and such failure continues for [____] days after written notice;

(b) Seller's failure to deliver the Equipment within [____] days after the Scheduled Delivery Date (as extended by change orders or Force Majeure);

(c) Seller's failure to cure a Defect within the time specified in Section 8.4;

(d) A material breach of any representation, warranty, or covenant that remains uncured for [____] days after written notice;

(e) A Party's insolvency, assignment for the benefit of creditors, or filing for bankruptcy or receivership; or

(f) A Party's anticipatory repudiation of a material obligation under this Agreement. Ohio Rev. Code § 1302.68 (UCC § 2-610).

17.2 Seller's Remedies. Upon Buyer's Event of Default, Seller may, at its election and in addition to any other remedies available at law or in equity:

(a) Withhold delivery of any undelivered Equipment;

(b) Stop delivery of Equipment in transit (Ohio Rev. Code § 1302.75; UCC § 2-705);

(c) Resell the Equipment and recover the difference between the resale price and the contract price (Ohio Rev. Code § 1302.81; UCC § 2-706);

(d) Recover the Purchase Price for Equipment accepted by Buyer (Ohio Rev. Code § 1302.80; UCC § 2-709);

(e) Recover damages for non-acceptance (Ohio Rev. Code § 1302.78; UCC § 2-708); and

(f) If Seller retains a security interest, exercise all remedies of a secured party under Ohio Rev. Code Chapter 1309 (UCC Article 9), including repossession upon default (Ohio Rev. Code § 1309.609; UCC § 9-609).

17.3 Buyer's Remedies. Upon Seller's Event of Default, Buyer may, at its election and in addition to any other remedies available at law or in equity:

(a) Reject non-conforming Equipment (Section 7.4);

(b) Revoke acceptance (Section 7.6);

(c) Cancel this Agreement and recover payments made (Ohio Rev. Code § 1302.85; UCC § 2-711);

(d) "Cover" by purchasing substitute equipment and recover the difference between cover price and contract price (Ohio Rev. Code § 1302.86; UCC § 2-712);

(e) Recover damages for non-delivery equal to the difference between market price and contract price (Ohio Rev. Code § 1302.87; UCC § 2-713); and

(f) Obtain specific performance where the Equipment is unique or in other proper circumstances (Ohio Rev. Code § 1302.89; UCC § 2-716).

17.4 Cumulative Remedies. Remedies under this Agreement are cumulative and in addition to any other remedies available under Applicable Law. The exercise of one remedy shall not preclude the exercise of another. Ohio Rev. Code § 1302.93 (UCC § 2-719).

17.5 Statute of Limitations. An action for breach of this Agreement must be commenced within four (4) years after the cause of action accrues, per Ohio Rev. Code § 1302.98 (UCC § 2-725). The Parties [do / do not] agree to reduce the period to [____] year(s) (minimum one year).

18. TERM AND TERMINATION

18.1 Effective Date and Term. This Agreement is effective as of the Effective Date and shall remain in effect until all obligations of both Parties have been fully performed, unless earlier terminated as provided herein.

18.2 Termination for Default. Either Party may terminate this Agreement upon written notice to the other Party if an Event of Default occurs and the defaulting Party fails to cure such default within the applicable cure period specified in Section 17.1.

18.3 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, or has a receiver appointed for a substantial portion of its assets.

18.4 Termination for Convenience. Buyer may terminate this Agreement for convenience upon [____] days' prior written notice to Seller. In the event of termination for convenience, Buyer shall pay Seller for: (a) all Equipment delivered and accepted prior to the termination date; (b) all work-in-process at Seller's documented cost; and (c) reasonable, documented non-cancellable commitments made by Seller in reliance on this Agreement.

18.5 Effects of Termination. Termination of this Agreement shall not release either Party from any obligation or liability accrued prior to the effective date of termination. Sections 8, 12, 13, 14, 15, 16, 17, 19, and 20 shall survive termination.

19. DISPUTE RESOLUTION

19.1 Negotiation. The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation between senior representatives of each Party. Either Party may initiate this process by written notice to the other. The Parties shall negotiate for a period of not less than [30] days before resorting to other dispute resolution mechanisms.

19.2 Mediation. If negotiation is unsuccessful, either Party may initiate non-binding mediation by written notice. Mediation shall be conducted in [Columbus / Cleveland / Cincinnati / ____________], Ohio, before a single mediator mutually agreed upon by the Parties or, failing agreement within [15] days, appointed by the [American Arbitration Association / Ohio State Bar Association]. The Parties shall share mediation costs equally.

19.3 Litigation / Arbitration.

☐ Option A — Litigation. Subject to Sections 19.1 and 19.2, each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of Ohio sitting in [Franklin / Cuyahoga / Hamilton / ____________] County, and the United States District Court for the [Southern / Northern] District of Ohio. Each Party waives any objection to venue or jurisdiction and any claim of forum non conveniens.

☐ Option B — Arbitration. Any dispute not resolved by mediation shall be finally determined by binding arbitration administered by the [American Arbitration Association / JAMS] under its Commercial Arbitration Rules. The arbitration shall be conducted in [Columbus / Cleveland], Ohio before [one / three] arbitrator(s). The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction.

19.4 Jury Waiver.

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Buyer Initials: ________ Seller Initials: ________

19.5 Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

20. GENERAL PROVISIONS

20.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, including Ohio's adoption of the Uniform Commercial Code (Ohio Rev. Code Title 13), without regard to conflict-of-law principles that would require the application of the laws of any other jurisdiction.

20.2 Notices. All notices shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by nationally recognized overnight courier (delivery confirmed); (c) sent by certified or registered mail, return receipt requested, postage prepaid; or (d) sent by email with confirmed receipt. Notices shall be addressed to the addresses set forth in Section 1 or to such other address as a Party may designate by written notice.

20.3 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section 20.3 is void.

20.4 Force Majeure. Neither Party shall be liable for failure or delay in performing any obligation (other than payment of money) to the extent caused by a Force Majeure Event. "Force Majeure Event" means any event beyond a Party's reasonable control, including acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, riot, labor strike, government action, embargo, or disruption of supply chains. The affected Party shall: (a) give prompt written notice describing the event and its expected duration; (b) use commercially reasonable efforts to mitigate the effects; and (c) resume performance as soon as practicable. If a Force Majeure Event continues for more than [____] days, the unaffected Party may terminate this Agreement by written notice.

20.5 Insurance. Each Party shall maintain insurance as follows (or as otherwise specified in Exhibit C):

(a) Seller: Commercial general liability insurance with limits of not less than $[AMOUNT] per occurrence and $[AMOUNT] in the aggregate; products and completed operations coverage; and workers' compensation as required by Ohio law (Ohio Rev. Code Chapter 4123).

(b) Buyer: Property insurance covering the Equipment for its full replacement value from and after the time risk of loss passes to Buyer.

20.6 Taxes.

(a) The Purchase Price [includes / does not include] applicable sales, use, or other transaction-based taxes.

(b) Buyer shall be responsible for all sales and use taxes arising from the purchase of the Equipment, unless Buyer provides Seller with a valid exemption certificate (Ohio Form STEC B) prior to delivery.

(c) If the Equipment qualifies for the Ohio manufacturing equipment exemption under Ohio Rev. Code § 5739.011, Buyer shall provide the appropriate certification to Seller.

(d) Each Party shall be responsible for its own income taxes.

20.7 Compliance with Laws. Each Party shall comply with all Applicable Law in the performance of this Agreement, including: anti-corruption laws (including the Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1 et seq.); export control and sanctions laws; and environmental, health, and safety laws.

20.8 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.

20.9 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent.

20.10 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall constitute a waiver thereof.

20.11 Cybersecurity — Ohio Data Protection Act.

If the Equipment connects to any network or processes personal information (as defined under Ohio Rev. Code § 1354.01), the following apply:

(a) Seller represents that the Equipment's design conforms to industry-recognized cybersecurity frameworks applicable to such equipment;

(b) Seller shall promptly notify Buyer of any known vulnerability in the Equipment's software or firmware and provide patches or updates; and

(c) Each Party shall maintain a cybersecurity program that reasonably conforms to an industry-recognized framework, as contemplated by the Ohio Data Protection Act (Ohio Rev. Code § 1354.01 et seq.), to preserve the availability of the affirmative defense thereunder.

20.12 Electronic Signatures.

This Agreement may be executed by electronic signature in accordance with the Ohio Uniform Electronic Transactions Act (Ohio Rev. Code §§ 1306.01–1306.23) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.). An electronic signature shall have the same legal effect as an original ink signature.

20.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

20.14 Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

20.15 Amendment. This Agreement may not be amended or modified except by a written instrument signed by both Parties.

20.16 Consumer Sales Practices Act Notice. If any transaction under this Agreement is subject to the Ohio Consumer Sales Practices Act (Ohio Rev. Code § 1345.01 et seq.), the Parties acknowledge that unfair or deceptive acts or practices in consumer transactions are prohibited and may give rise to damages, including treble damages for knowing violations.

20.17 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

21. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Equipment Purchase and Sale Agreement as of the date first written above.

SELLER:

BUYER:

JURY WAIVER ACKNOWLEDGMENT:

☐ Buyer acknowledges that it has read, understood, and voluntarily agreed to the jury waiver in Section 19.4.

☐ Seller acknowledges that it has read, understood, and voluntarily agreed to the jury waiver in Section 19.4.

EXHIBIT A — EQUIPMENT SPECIFICATIONS

Performance Specifications:
[________________________________]

Applicable Standards and Certifications:
☐ OSHA Compliant ☐ UL Listed ☐ CE Marked ☐ ISO 9001 ☐ Other: [____________]

Required Utilities / Site Conditions:

• Electrical: [________________________________]
• Compressed Air: [________________________________]
• Environmental: [________________________________]

EXHIBIT B — PRICE SCHEDULE AND PAYMENT MILESTONES

Ohio Sales Tax Note: Ohio sales tax rate is 5.75% statewide plus applicable county tax (up to 2.25% additional). If Buyer claims the manufacturing equipment exemption under Ohio Rev. Code § 5739.011, Buyer must provide a valid STEC B exemption certificate.

EXHIBIT C — INSTALLATION AND COMMISSIONING PLAN

Installation Schedule:

Commissioning Criteria:
[________________________________]

EXHIBIT D — TRAINING SCHEDULE

EXHIBIT E — MAINTENANCE AND SERVICE TERMS

Warranty-Period Maintenance:

• Preventive maintenance visits: [____] per year, included in Purchase Price
• Response time for service calls: [____] hours
• On-site service availability: ☐ 8x5 ☐ 12x5 ☐ 24x7

Post-Warranty Maintenance Options:

☐ Option 1 — Full Service Agreement: $[________] per year, covering parts, labor, and preventive maintenance.

☐ Option 2 — Parts-Only Agreement: $[________] per year, covering replacement parts with labor at Seller's then-current rates.

☐ Option 3 — Time and Materials: No annual fee; service provided at Seller's then-current rates for parts and labor.

Spare Parts Guaranteed Availability Period: [____] years from Acceptance

This template is provided for informational purposes only and does not constitute legal advice. This document must be reviewed and customized by a qualified attorney licensed in the State of Ohio before execution. Ohio-specific statutes referenced herein are current as of the last_updated date but should be verified for any subsequent amendments.