Sales Agreement - Equipment (Oregon)

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Oregon 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): [________________________________]
Oregon Business Registry 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 Oregon (ORS Chapter 72);

WHEREAS, the total Purchase Price equals or exceeds Five Hundred Dollars ($500.00), satisfying the statute of frauds requirement under ORS 72.2010; 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 ORS 72.6060, 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, Oregon state, and local laws, statutes, ordinances, regulations, rules, and orders, including the Oregon UCC (ORS Chapters 71 through 79).

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

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

"Commissioning" means verifying that the Equipment has been properly installed and operates per 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 at the Delivery Point, per Exhibit C.

"Delivery Point" means [FOB Origin / FOB Destination / specific address], per Section 6.1.

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

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

"Inspection Period" means [NUMBER] calendar days following delivery.

"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, charge, or restriction on title or transfer.

"ORS" means Oregon Revised Statutes, as amended.

"Permitted Liens" means Liens in Exhibit A that Buyer has agreed to accept.

"Person" means an individual, corporation, LLC, partnership, association, trust, governmental authority, or other entity.

"PMSI" means a purchase money security interest as defined in ORS 79.0103.

"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 in Exhibit A.

"Trade Secret" has the meaning ascribed to it under ORS 646.461(4).

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

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell and Purchase

Subject to the terms of this Agreement, Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase from Seller, the Equipment, free and clear of all Liens other than Permitted Liens.

3.2 Quantity and Model

The Equipment is described in Exhibit A, including make, model, year of manufacture, and all included components.

3.3 Statute of Frauds Compliance

This Agreement satisfies the statute of frauds under ORS 72.2010.

3.4 Conditions Precedent to Closing

Each Party's obligation to close is subject to:

(a) Accuracy of the other Party's representations and warranties;

(b) Performance of covenants;

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

(d) Evidence that Liens (other than Permitted Liens) have been released;

(e) [Additional conditions as applicable].

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Equipment Description

Exhibit A shall include:

(a) Manufacturer name and country of origin;
(b) Model number and year of manufacture;
(c) Serial number(s);
(d) Technical specifications, performance parameters, and capacity ratings;
(e) Included accessories, attachments, tooling, and spare parts;
(f) Software and firmware versions;
(g) Industry certifications and compliance standards.

4.2 Modifications

Require written agreement and may adjust the Purchase Price and Delivery Date.

4.3 Serial Number Verification

Buyer may verify serial numbers at delivery. Discrepancies constitute 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"), as itemized in Exhibit B.

5.2 Payment Milestones

5.3 Method of Payment

All payments in United States Dollars by wire transfer of immediately available funds, or by other agreed method.

5.4 Late Payment

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

Oregon Interest Rate Note: The legal rate of interest in Oregon for transactions where parties have not otherwise agreed is 9% per annum (ORS 82.010(1)). The judgment interest rate is also 9% per annum (ORS 82.010(2)). However, a judgment on a contract bearing more than 9% interest shall bear interest at the same rate provided in the contract as of the date of entry of the judgment (ORS 82.010(2)). Oregon does not have a general usury statute for commercial transactions; however, ORS 82.010(1) makes it unlawful to contract for more than 12% on the unpaid balance of certain loan or forbearance agreements unless an exception applies.

5.5 Taxes

OREGON HAS NO SALES OR USE TAX. Oregon is one of only five states that does not impose a general sales tax or use tax. This means the Purchase Price for Equipment purchased and delivered in Oregon is not subject to state or local sales or use tax. This is a significant advantage for equipment purchasers.

(a) No Oregon Sales/Use Tax. No Oregon sales or use tax applies to this transaction. The Purchase Price does not include, and Seller shall not collect, any Oregon sales or use tax.

(b) Out-of-State Delivery. If the Equipment is delivered to a location outside Oregon, the Buyer may be subject to sales or use tax in the destination state. Buyer is solely responsible for any sales or use tax obligations in the destination jurisdiction.

(c) Oregon Corporate Activity Tax (CAT). Oregon imposes a Corporate Activity Tax on businesses with Oregon commercial activity exceeding $1,000,000, at a rate of 0.57% of commercial activity exceeding $1,000,000, after a $35 subtraction (ORS 317A). The CAT is the responsibility of Seller and is not separately passed through to Buyer.

(d) Federal Taxes. Each Party is solely responsible for its own federal tax obligations arising from this transaction.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

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

(b) Delivery terms: [FOB Origin / FOB Destination / FCA (Incoterms 2020)] per Exhibit C.

(c) Seller shall provide at least [NUMBER] Business Days' advance notice.

6.2 Risk of Loss and Passage of Title

(a) Risk of Loss. Per ORS 72.5090:

☐ FOB Origin (Shipment Contract): Risk passes when Equipment is delivered to the carrier (ORS 72.5090(1)(a)).

☐ FOB Destination (Destination Contract): Risk passes when Equipment is tendered at the Delivery Point (ORS 72.5090(1)(b)).

(b) Passage of Title. Title passes upon [delivery / Acceptance / full payment], subject to retained security interests under Section 16.

6.3 Installation and Commissioning

(a) Installation. ☐ Seller / ☐ Buyer is responsible per Exhibit C.

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

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

6.4 Shipping and Insurance

(a) The risk-bearing Party arranges and pays for shipping.

(b) The risk-bearing Party shall maintain cargo insurance covering the full Purchase Price.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

Buyer has the right to inspect the Equipment before Acceptance (ORS 72.5130). Inspection during the Inspection Period at Buyer's expense, unless nonconformity is found (then Seller bears costs).

7.2 Acceptance

Acceptance occurs when (ORS 72.6060):

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

(b) Buyer fails to reject within the Inspection Period; or

(c) Buyer acts inconsistently with Seller's ownership.

7.3 Rejection

(a) Buyer may reject nonconforming Equipment by written Rejection Notice within the Inspection Period (ORS 72.6010, 72.6020).

(b) Oregon follows the UCC "perfect tender" rule (ORS 72.6010).

(c) Buyer shall hold rejected Equipment with reasonable care (ORS 72.6020).

7.4 Seller's Right to Cure

(a) If time for performance has not expired, Seller may cure (ORS 72.5080(1)).

(b) If Seller had reasonable grounds to believe the tender was acceptable, Seller may have further reasonable time (ORS 72.5080(2)).

7.5 Revocation of Acceptance

Buyer may revoke Acceptance if a nonconformity substantially impairs value and either (a) Buyer accepted assuming it would be cured and it was not, or (b) acceptance was induced by difficulty of discovery or Seller's assurances (ORS 72.6080).

8. WARRANTIES

8.1 Express Warranty

Seller expressly warrants:

(a) The Equipment shall conform to 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 purposes described in Exhibit A.

These create "express warranties" under ORS 72.3130.

8.2 Implied Warranty of Merchantability

Unless disclaimed below, Seller warrants the Equipment is merchantable (ORS 72.3140).

8.3 Implied Warranty of Fitness for Particular Purpose

If Seller knows Buyer's particular purpose and Buyer relies on Seller's judgment, Seller warrants fitness (ORS 72.3150).

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 ORS 72.3160. THIS DISCLAIMER IS CONSPICUOUS AS REQUIRED BY OREGON 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 cost.

8.6 Warranty Exclusions

Seller's warranties exclude defects from:
(a) Misuse, neglect, or unauthorized modification;
(b) Operation outside specified parameters;
(c) Failure to maintain per manufacturer recommendations;
(d) Normal wear and tear; or
(e) Force Majeure Events.

8.7 Magnuson-Moss Warranty Act Compliance

If Buyer is a consumer, 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:

(a) Organization and Good Standing. Duly organized, validly existing, and in good standing; qualified to do business in Oregon.

(b) Authority. Full power to execute and perform.

(c) Enforceability. Legal, valid, and binding obligation.

(d) No Conflict. No violation of organizational documents, Applicable Law, or material agreements.

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

9.2 Seller's Representations

Seller additionally represents:

(a) Title. Good and marketable title, free of Liens other than Permitted Liens.

(b) No Infringement. To Seller's knowledge, no infringement of third-party IP rights.

(c) Compliance. The Equipment complies with all Applicable Law, including Oregon environmental and safety regulations.

(d) No Undisclosed Defects. No undisclosed defects known to Seller.

9.3 Buyer's Representations

Buyer additionally represents:

(a) Financial Capacity. Sufficient funds or committed financing.

(b) Intended Use. Equipment will be used for [lawful commercial / industrial / other] purposes.

10. TRAINING AND DOCUMENTATION

10.1 Training

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

(b) Training conducted ☐ at Buyer's site / ☐ at Seller's facility / ☐ remotely, per Exhibit D.

(c) Additional training 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) Schematics;
(d) Safety data sheets;
(e) Certificates of compliance, inspection, and calibration.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Warranty-Period Maintenance

Seller shall provide maintenance and repair for covered defects at no charge during the Warranty Period.

11.2 Post-Warranty Maintenance (Optional)

The Parties may enter into a separate agreement per Exhibit E.

11.3 Spare Parts Availability

Seller shall maintain spare parts for [NUMBER] years following delivery.

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) Equipment defects, including product liability;
(c) Undisclosed Liens or title defects;
(d) Third-party IP infringement;
(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 after Acceptance (except covered defects);
(c) Buyer's gross negligence or willful misconduct.

12.3 Indemnification Procedures

(a) Prompt written notice;
(b) Indemnifying Party controls defense;
(c) Indemnified Party cooperates;
(d) No settlement without 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 OREGON 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 ORS 72.7190(2).

13.4 Statute of Limitations

UCC sales claims are subject to four (4) years (ORS 72.7250). The Parties ☐ agree / ☐ do not agree to reduce this to [ONE TO FOUR] year(s), as permitted by that section. The general written contract statute of limitations is six (6) years (ORS 12.080).

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.

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. No reverse-engineering, decompiling, or disassembly.

14.3 Infringement Defense

If the Equipment is subject to an infringement claim, Seller shall: (a) procure continuing use rights; (b) modify the Equipment; (c) replace it; 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 without prior written consent; and (c) use 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, the receiving Party shall provide prompt notice and cooperate to obtain a protective order.

15.5 Oregon Trade Secrets Act

This Section supplements rights under Oregon's Uniform Trade Secrets Act (ORS 646.461 to 646.475):

(a) Definition. "Trade secret" means information that derives independent economic value from not being generally known and is the subject of reasonable efforts to maintain secrecy (ORS 646.461(4));

(b) Improper Means. Includes theft, bribery, misrepresentation, breach of duty to maintain secrecy, or espionage through electronic or other means. Reverse engineering and independent development alone are not improper means (ORS 646.461(1));

(c) Injunctive Relief: Courts may enjoin actual or threatened misappropriation (ORS 646.463);

(d) Damages: Actual loss plus unjust enrichment, or a reasonable royalty (ORS 646.465);

(e) Punitive Damages: Up to double actual damages for willful and malicious misappropriation (ORS 646.465);

(f) Attorney Fees: Available for willful misappropriation or bad faith claims (ORS 646.467);

(g) Statute of Limitations: Three (3) years from discovery or when discovery should have occurred (ORS 646.471);

(h) Court Preservation: The court shall preserve the secrecy of trade secrets by reasonable means, including protective orders, in camera hearings, and sealing records (ORS 646.469).

15.6 Duration

Confidentiality obligations survive for [NUMBER] years after termination. Trade Secret obligations continue as long as the information qualifies under Oregon law.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Retention of Title

Seller retains title until full payment. 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 or retains a security interest, Buyer grants a PMSI in the Equipment and proceeds (ORS 79.0103).

(b) Buyer authorizes filing of a UCC-1 Financing Statement with the Oregon Secretary of State.

(c) PMSI Super-Priority. A PMSI perfected when the debtor receives possession or within 20 days has priority over conflicting security interests (ORS 79.0324(a)).

16.3 Filing Office Information

UCC filings in Oregon are made with:

Oregon Secretary of State
Corporation Division - UCC
255 Capitol Street NE, Suite 151
Salem, Oregon 97310-1327

Online filing is available through the Oregon Secretary of State's business registry.

16.4 Buyer's Cooperation

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

17. DEFAULT AND REMEDIES

17.1 Events of Default

(a) Buyer Default:
(i) Failure to pay when due;
(ii) Material breach of 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) 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:
(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 (ORS 72.7120);
(ii) Market-price damages (ORS 72.7130);
(iii) Specific performance for unique goods (ORS 72.7160);
(iv) Recovery of payments plus incidental/consequential damages (ORS 72.7110, 72.7150).

(b) Seller's Remedies:
(i) Withhold delivery (ORS 72.7030);
(ii) Resale and recover difference (ORS 72.7060);
(iii) Contract-market damages (ORS 72.7080);
(iv) Action for the price (ORS 72.7090);
(v) Cancellation (ORS 72.7030).

17.4 Liquidated Damages

☐ If elected: Seller may retain up to $[________________________________] as liquidated damages (ORS 72.7180).

17.5 Cumulative Remedies

All remedies are cumulative.

17.6 Attorneys' Fees

Oregon follows the American Rule on attorneys' fees. However, if this Agreement provides for fees to one party, ORS 20.096 requires that fees be available to the prevailing Party regardless of which party was designated to recover fees. Accordingly, the prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees, costs, and expenses.

17.7 Unlawful Trade Practices

Nothing limits either Party's rights under the Oregon Unlawful Trade Practices Act (ORS 646.605 et seq.), which prohibits unfair or deceptive trade practices in connection with the sale of goods, real estate, or services. A person who suffers an ascertainable loss of money or property as a result of another person's use of an unlawful trade practice may bring an individual action to recover actual damages or statutory damages of $200, whichever is greater (ORS 646.638).

18. TERM AND TERMINATION

18.1 Term

This Agreement commences on the Effective Date and continues until all obligations are 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, with 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 Oregon law, including the Oregon UCC (ORS Chapter 72), without regard to conflict-of-laws principles. The CISG is excluded.

19.2 Forum Selection

Exclusive jurisdiction in the Circuit Court for [Multnomah / Lane / Marion / Other] County, Oregon, or the United States District Court for the District of Oregon. Each Party waives objections based on forum non conveniens.

19.3 Mandatory Negotiation

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

19.4 Mediation (Optional)

☐ If elected: Disputes shall be mediated through [PROVIDER] before litigation.

19.5 Arbitration (Optional)

☐ If elected: Unresolved disputes shall be resolved by binding arbitration under [AAA / JAMS / Other] rules in [Portland / Eugene / Salem / Other], Oregon.

19.6 Jury Trial Waiver

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

Oregon Practice Note: Oregon courts have not definitively addressed the enforceability of pre-dispute contractual jury waivers in commercial contracts. Article I, Section 17 of the Oregon Constitution guarantees the right to a jury trial "as it heretofore has been." While federal courts applying Oregon law have enforced such waivers, Oregon state courts have not ruled definitively on the issue in the commercial context. Practitioners should consider whether arbitration (Section 19.5) may be a more reliable alternative to a jury waiver if avoidance of jury trial is critical. Where a jury waiver is used, it should be conspicuous, mutual, and voluntarily agreed to by parties of equal bargaining power.

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 are the entire agreement and supersede all prior negotiations.

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 successors by merger, consolidation, or acquisition of substantially all assets.

20.4 Force Majeure

Neither Party is liable for delays from events beyond reasonable control ("Force Majeure Events"), excluding payment obligations. If a Force Majeure Event exceeds [NUMBER] days, the non-affected Party may terminate.

20.5 Notices

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

20.6 Severability

Invalid provisions modified to minimum extent necessary; remaining provisions continue.

20.7 Waiver

Failure to enforce does not waive any provision.

20.8 Counterparts and Electronic Signatures

Counterpart execution permitted. Electronic signatures valid under the Oregon UETA (ORS 84.001 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.

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 No Sales Tax Confirmation

The Parties confirm that Oregon does not impose a state or local sales or use tax on the sale of tangible personal property. Neither Party shall collect or remit any Oregon sales or use tax in connection with 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

Note: No Oregon sales or use tax applies.

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 Oregon before use.