Sales Agreement - Equipment - Pennsylvania

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Pennsylvania UCC-Compliant — 13 Pa.C.S. Article 2)

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

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: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
EIN: [________________________________]
(hereinafter "Seller")

BUYER:
Name: [________________________________]
Entity Type: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
EIN: [________________________________]
(hereinafter "Buyer")

Seller and Buyer are each referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller is the owner of certain equipment more particularly described in Exhibit A attached hereto (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 this Agreement to constitute a contract for the sale of goods governed by Article 2 of the Pennsylvania Uniform Commercial Code, 13 Pa.C.S. §§ 2101–2725;

WHEREAS, the Equipment has a total purchase price equal to or exceeding Five Hundred Dollars ($500.00), and this Agreement satisfies the Statute of Frauds, 13 Pa.C.S. § 2201;

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

2. DEFINITIONS

"Acceptance" means Buyer's acceptance per Section 7 and 13 Pa.C.S. § 2606.

"Affiliate" means any Person controlling, controlled by, or under common control with a Party.

"Applicable Law" means all federal, state, and local laws, including the Pennsylvania UCC (13 Pa.C.S.) and the Pennsylvania Unfair Trade Practices and Consumer Protection Law (73 P.S. § 201-1 et seq.) where applicable.

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

"Closing" means completion of the sale, including payment and title delivery.

"Commissioning" means verification that Equipment operates per Specifications after Installation.

"Confidential Information" has the meaning in Section 15.

"Conforming Goods" means Equipment that meets the Specifications and other obligations of this Agreement, consistent with 13 Pa.C.S. § 2106(b).

"Delivery Point" means [________________________________] or as specified in Exhibit C.

"Equipment" means the goods, machinery, and related items in Exhibit A.

"Force Majeure Event" has the meaning in Section 20.5.

"Installation" means setup, assembly, and connection at Buyer's location.

"Lien" means any mortgage, pledge, security interest, encumbrance, or charge.

"Person" means any individual, corporation, partnership, LLC, trust, or other entity.

"PMSI" means a purchase money security interest under 13 Pa.C.S. § 9103(b)(1).

"Purchase Price" has the meaning in Section 5.1.

"Specifications" means the technical specifications in Exhibit A.

"UCC" means the Uniform Commercial Code as adopted in Pennsylvania, 13 Pa.C.S.

"Warranty Period" means the period from Acceptance through [____] months thereafter.

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell and Purchase

Seller agrees to sell, transfer, and deliver, and Buyer agrees to purchase, the Equipment in Exhibit A, free and clear of all Liens other than Permitted Liens in Exhibit B.

3.2 Bill of Sale

Seller delivers an executed bill of sale at Closing.

3.3 Quantity

Per Exhibit A. Not enforceable beyond the quantity shown under 13 Pa.C.S. § 2201.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Equipment Description

Exhibit A includes: description, model, manufacturer, serial number, year, condition, performance specifications, and accessories.

4.2 Modifications

Written agreement of both Parties required.

4.3 Substitution

No material substitution without written consent. Unauthorized substitution constitutes nonconformity under 13 Pa.C.S. § 2601.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price

Buyer shall pay $[________________________________] (the "Purchase Price") per Exhibit B.

5.2 Payment Schedule

☐ Lump Sum. Due [__/__/____].

☐ Milestone Payments.

• Deposit: $[________________________________] ([____]%) upon execution
• Upon shipment: $[________________________________] ([____]%)
• Upon delivery: $[________________________________] ([____]%)
• Upon Acceptance: $[________________________________] ([____]%)

☐ Installment Payments. [________________________________]

5.3 Payment Method

☐ Wire transfer ☐ ACH transfer ☐ Certified check ☐ Other: [________________________________]

5.4 Late Payment Interest

Any amount not paid when due shall bear interest at [____]% per annum, or if no rate is specified, at six percent (6%) per annum (the Pennsylvania lawful rate under 41 P.S. § 202), from the due date until paid in full.

Pennsylvania Interest Rate Note: Under 41 P.S. § 202, the legal rate is 6% per annum when a document calls for the "legal rate" or requires interest without specifying a rate. Under 42 Pa.C.S. § 8101, a money judgment bears interest at the lawful rate from the verdict or award, or from judgment if there was no verdict or award, unless another statute provides otherwise. The permitted contract rate depends on the transaction; 41 P.S. § 201 contains exceptions for specified loans, including business loans.

5.5 Taxes

(a) The Purchase Price does not include applicable taxes.

(b) Pennsylvania Sales and Use Tax. Pennsylvania imposes a 6% state sales and use tax on tangible personal property (72 P.S. § 7202). Allegheny County adds a 1% local tax (total 7%) and Philadelphia adds a 2% local tax (total 8%).

(c) Manufacturing Equipment Exclusion. Purchases of machinery, equipment, parts, and supplies used directly in manufacturing may be excluded from the definitions of taxable "sale at retail" and "use" under 72 P.S. § 7201(k)(8) and (o)(4). For mixed qualifying and taxable uses, §§ 7201(k)(9) and (o)(5) apply a predominant-purpose test. Buyer should identify the qualifying operation and provide a completed Pennsylvania Exemption Certificate (REV-1220) when claiming the exclusion.

(d) Other Exclusions. Other property may qualify under the applicable statutory exclusion if its actual use meets that exclusion's conditions. Machinery, equipment, parts, and supplies used directly in farming conducted as a business are addressed in 72 P.S. § 7201(k)(8) and (o)(4).

(e) Buyer indemnifies Seller for tax assessed due to invalid exemption claims.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

☐ FCA — Incoterms 2020 at [________________________________]
☐ FOB Origin — 13 Pa.C.S. § 2319
☐ FOB Destination — 13 Pa.C.S. § 2319
☐ Other: [________________________________]

Delivery by [__/__/____] (the "Delivery Date").

6.2 Shipping and Transportation

(a) Costs borne by: ☐ Seller ☐ Buyer ☐ Split: [________________________________]

(b) Industry-standard packing. Shipment notice at least [____] Business Days before arrival.

6.3 Risk of Loss

Per 13 Pa.C.S. § 2509:
☐ Upon tender at Delivery Point ☐ Upon delivery to carrier ☐ Other: [________________________________]

6.4 Installation

☐ Seller-Performed at [________________________________] per Exhibit C.
☐ Buyer-Performed. Seller provides instructions and support.
☐ Third-Party by [________________________________].

6.5 Commissioning

Testing per Exhibit C; commissioned upon meeting criteria for [____] continuous hours/days.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

Buyer inspects within [____] Business Days (the "Inspection Period") per 13 Pa.C.S. § 2513.

7.2 Acceptance

Upon: (a) written acceptance; (b) use in normal operations per § 2606(1)(c); or (c) expiration of Inspection Period without Rejection Notice.

7.3 Rejection — Perfect Tender Rule

(a) Buyer may reject nonconforming Equipment under 13 Pa.C.S. § 2601 (perfect tender rule) by written Rejection Notice within the Inspection Period.

(b) Buyer holds rejected Equipment per § 2602(2)(b).

Pennsylvania Practice Note: Pennsylvania follows the standard UCC perfect tender rule. Under 13 Pa.C.S. § 2601, if the goods fail in any respect to conform to the contract, the buyer may reject the whole, accept the whole, or accept any commercial unit(s) and reject the rest. However, Pennsylvania courts have recognized the duty of good faith (13 Pa.C.S. § 1304) as a constraint on rejection, preventing abuse of the perfect tender standard.

7.4 Seller's Right to Cure

Seller cures within [____] days under 13 Pa.C.S. § 2508.

7.5 Revocation of Acceptance

Under 13 Pa.C.S. § 2608 where nonconformity substantially impairs value and: (a) assumed cure not seasonably made; or (b) undiscovered nonconformity induced by difficulty or Seller's assurances.

8. WARRANTIES

8.1 Express Warranty

Seller warrants: (a) Equipment conforms to Specifications; (b) free from defects for the Warranty Period; (c) descriptions, samples, and models forming the basis of the bargain create express warranties under 13 Pa.C.S. § 2313.

8.2 Implied Warranty of Merchantability

Unless disclaimed, Equipment shall be merchantable under 13 Pa.C.S. § 2314.

8.3 Implied Warranty of Fitness for Particular Purpose

If Seller knows Buyer's particular purpose and reliance, Equipment shall be fit under 13 Pa.C.S. § 2315.

8.4 Warranty Claims

(a) Written claims during Warranty Period. (b) Repair or replacement within [____] Business Days. (c) Warranted for remainder of original period or [____] days, whichever is longer.

8.5 Warranty Disclaimer (Optional)

☐ SELLER DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THIS ELECTION DOES NOT LIMIT THE EXPRESS WARRANTIES IN SECTION 8.1 OR OTHER EXPRESS WARRANTIES ARISING FROM SELLER'S BARGAIN-BASED AFFIRMATIONS, PROMISES, DESCRIPTIONS, SAMPLES, OR MODELS. IT DOES NOT LIMIT SELLER'S WARRANTY OF TITLE OR THE REPRESENTATIONS IN SECTION 9.2.

Pennsylvania Practice Note: Under 13 Pa.C.S. § 2316(b), disclaimer of merchantability must mention "merchantability" and be conspicuous in writing. Disclaimer of fitness must be written and conspicuous. "As is" or "with all faults" language may exclude implied warranties under § 2316(c)(1). For a consumer product, 15 U.S.C. § 2308(a) restricts a supplier's implied-warranty disclaimer when the supplier gives the consumer a written warranty or enters into a covered service contract. Section 8.1 gives an express written warranty, so do not select Section 8.5 for a covered consumer sale. Confirm the buyer and product classification before selecting this election.

9. REPRESENTATIONS

9.1 Mutual Representations

Each Party: (a) duly organized and in good standing; (b) full authority; (c) valid and binding obligation; (d) no violation of law or agreements.

9.2 Seller's Representations

(a) Good title free of undisclosed Liens; (b) compliance with Applicable Laws and OSHA; (c) no pending litigation; (d) all defects disclosed; (e) no recalls; (f) Seller has not engaged in any unfair or deceptive act or practice within the meaning of 73 P.S. § 201-2(4).

9.3 Buyer's Representations

(a) Adequate financial resources; (b) lawful use.

10. TRAINING AND DOCUMENTATION

10.1 Training

☐ [____] hours for [____] personnel.
☐ Not included.

10.2 Documentation

Operating manuals, safety data sheets, parts lists, OEM certificates, compliance certificates.

10.3 Training Schedule

Per Exhibit D.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Warranty-Period Maintenance

At no cost for warranty-covered defects.

11.2 Post-Warranty

☐ Separate agreement per Exhibit E. ☐ At then-current rates. ☐ Not applicable.

11.3 Response Time

Response within [____] Business Days; repairs within [____] Business Days.

11.4 Spare Parts

Commercially reasonable availability for [____] years.

12. INDEMNIFICATION

12.1 Seller's Indemnification

Seller indemnifies Buyer against claims arising from: (a) breach of representations, warranties, or obligations; (b) defects at delivery; (c) undisclosed Liens; (d) IP infringement; (e) violations of the Pennsylvania UTPCPL attributable to Seller.

12.2 Buyer's Indemnification

Buyer indemnifies Seller against claims arising from: (a) use/modification after Acceptance (except Seller breach); (b) Buyer's breach; (c) invalid tax exemption claims.

12.3 Procedure

Prompt notice; indemnifying Party controls; cooperation; no settlement without consent.

13. LIMITATION OF LIABILITY

13.1 Liability Cap

EXCEPT FOR (A) INDEMNIFICATION, (B) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (C) TITLE WARRANTY BREACH, (D) PERSONAL INJURY OR DEATH, OR (E) CLAIMS UNDER THE UTPCPL, AGGREGATE LIABILITY SHALL NOT EXCEED THE PURCHASE PRICE OR $[________________________________].

13.2 Consequential Damages Waiver

EXCEPT FOR THE CARVE-OUTS ABOVE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PER 13 PA.C.S. § 2719.

Pennsylvania Practice Note: Pennsylvania courts generally enforce contractual limitations of liability in commercial contracts, but limitations may not apply to claims under the UTPCPL (73 P.S. § 201-1 et seq.). Section 201-9.2(a) permits the court, in its discretion, to award up to three times actual damages and to award costs and reasonable attorney fees in a qualifying private action.

14. INTELLECTUAL PROPERTY

14.1 Ownership

Seller retains all IP rights except as expressly transferred.

14.2 License Grant

Non-exclusive, non-transferable, royalty-free license for embedded software/firmware for operation, maintenance, and repair.

14.3 Infringement Defense

(a) Procure continued use; (b) modify to non-infringing; or (c) replace with equivalent.

15. CONFIDENTIALITY

15.1 Definition

Non-public information disclosed in connection with this Agreement.

15.2 Obligations

Reasonable care; no unauthorized disclosure; use solely for Agreement purposes.

15.3 Exclusions

Publicly available; already known; independently developed; legally compelled (with notice).

15.4 Trade Secrets

Information qualifying under the Pennsylvania Uniform Trade Secrets Act (12 Pa.C.S. §§ 5301–5308, enacted February 19, 2004, P.L. 143, No. 14) is protected as long as it retains trade secret status. "Trade secret" means information that derives independent economic value from not being generally known and is the subject of reasonable secrecy efforts (§ 5302). Remedies include injunctive relief (§ 5303), compensatory damages including unjust enrichment (§ 5304), and discretionary attorney fees for willful and malicious misappropriation (§ 5305). Section 5307 provides a three-year discovery-based limitations period. Federal protections under the Defend Trade Secrets Act (18 U.S.C. § 1836) may also apply.

15.5 Duration

Except for trade secrets, confidentiality survives [____] years.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Passage of Title

☐ Full payment ☐ Delivery ☐ Acceptance ☐ Other: [________________________________]

16.2 Title Retention

☐ Seller retains title until full payment.

16.3 Purchase Money Security Interest (PMSI)

☐ PMSI Elected. Buyer grants Seller a PMSI under 13 Pa.C.S. § 9103(b)(1).

(a) Perfection. UCC-1 filed with the Pennsylvania Department of State per 13 Pa.C.S. § 9501(a)(2).

(b) Filing Office. Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. Consult the Bureau's current UCC filing instructions at https://www.pa.gov/agencies/dos/department-and-offices/bcco.

(c) PMSI Priority. Perfected PMSI in goods (other than inventory or livestock) has priority if perfected when debtor receives possession or within 20 days thereafter (13 Pa.C.S. § 9324(a)).

(d) Cooperation. Buyer executes documents as reasonably requested.

(e) Termination. Seller files UCC-3 within [____] days after full payment.

☐ No Security Interest Retained.

17. DEFAULT AND REMEDIES

17.1 Buyer Default

(a) Payment failure for [____] Business Days after notice; (b) material breach uncured [____] days after notice; (c) bankruptcy or insolvency; (d) unauthorized transfer of secured Equipment.

17.2 Seller Default

(a) Delivery failure for [____] Business Days after notice (subject to Force Majeure); (b) material nonconformity and failure to cure; (c) material breach uncured [____] days; (d) bankruptcy or insolvency.

17.3 Buyer's Remedies

Under 13 Pa.C.S. Article 2, Part 7: (a) cover (§ 2712); (b) damages for non-delivery (§ 2713); (c) specific performance (§ 2716); (d) recovery of amounts paid; (e) incidental and consequential damages (§ 2715).

17.4 Seller's Remedies

(a) Action for the price (§ 2709); (b) resale and recovery (§ 2706); (c) damages for non-acceptance (§ 2708); (d) stoppage in transit (§ 2705); (e) enforcement of PMSI under Article 9, Part 6.

17.5 Cumulative Remedies

Cumulative and not exclusive.

17.6 Statute of Limitations

Pennsylvania SOL Note: Both the UCC sales SOL and the general contract SOL in Pennsylvania are four (4) years. UCC claims: 13 Pa.C.S. § 2725 (4 years, reducible to not less than 1 year). General contract claims: 42 Pa.C.S. § 5525(a) (4 years). This unusual alignment means Pennsylvania's non-UCC contract claims have a shorter limitation period than many other states. UTPCPL claims: six (6) years under 42 Pa.C.S. § 5527(b).

18. TERM AND TERMINATION

18.1 Term

Effective from Effective Date until all obligations performed.

18.2 Termination for Default

Written notice after uncured default.

18.3 Termination for Insolvency

Immediate upon insolvency, bankruptcy, assignment for creditors, or receivership.

18.4 Effect of Termination

(a) Pay for accepted Equipment; (b) refund for undelivered; (c) surviving obligations continue; (d) return Confidential Information.

19. DISPUTE RESOLUTION

19.1 Governing Law

Pennsylvania law, including the UCC (13 Pa.C.S.), without conflict-of-laws principles. CISG excluded.

19.2 Forum Selection

Exclusive jurisdiction in the Court of Common Pleas of [________________________________] County, Pennsylvania, or the United States District Court for the [Eastern / Middle / Western] District of Pennsylvania. Each Party submits to exclusive jurisdiction.

19.3 Jury Waiver

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

Jury Waiver Note: In federal civil proceedings, the Third Circuit assesses whether a jury waiver was made knowingly and voluntarily under the facts of the case. See Tracinda Corp. v. DaimlerChrysler AG, 502 F.3d 212 (3d Cir. 2007). The separate initials below record each Party's assent.

EACH PARTY CONFIRMS THAT IT HAS READ AND UNDERSTANDS THIS JURY WAIVER PROVISION, HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, AND VOLUNTARILY AGREES TO WAIVE ITS RIGHT TO A JURY TRIAL.

Buyer Initials: ________ Seller Initials: ________

19.4 Arbitration (Optional)

☐ Arbitration Elected. Binding arbitration by [________________________________] under its [________________________________] Rules in [________________________________], Pennsylvania.

☐ Arbitration Not Elected. Section 19.2 governs.

19.5 Mediation

Good faith mediation for [____] days before litigation or arbitration.

19.6 Attorneys' Fees

Prevailing Party recovers reasonable fees, costs, and expenses.

Pennsylvania Note: Pennsylvania generally follows the "American Rule" absent a contractual or statutory provision. This clause creates a contractual exception. In a qualifying consumer private action, the court may award costs and reasonable attorney fees under 73 P.S. § 201-9.2(a).

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement and Exhibits constitute the entire agreement. Parol evidence per 13 Pa.C.S. § 2202.

20.2 Amendments

Written and signed by both Parties.

20.3 Assignment

No assignment without consent, except to successor by merger or sale of substantially all assets.

20.4 Notices

Written; delivered personally, by overnight courier, or certified mail to Section 1 addresses.

20.5 Force Majeure

No liability for non-payment delays beyond reasonable control. Prompt notice and mitigation. Termination right after [____] days.

20.6 Severability

Invalid provisions severed; remainder in full force.

20.7 Waiver

Written only. No waiver of one breach waives others. Reservation of rights under 13 Pa.C.S. § 1308.

20.8 Counterparts; Electronic Signatures

The Parties may sign in counterparts and by electronic signature. Under the Pennsylvania Electronic Transactions Act, an electronic signature is attributable to a person if it was that person's act, which may be shown in any manner (73 P.S. § 2260.305(a)). Each Party may retain an electronic copy of the signed Agreement.

20.9 Relationship of Parties

Independent contractors.

20.10 No Third-Party Beneficiaries

Benefits the Parties and permitted successors only.

20.11 Pennsylvania UTPCPL Compliance

IMPORTANT: The Pennsylvania Unfair Trade Practices and Consumer Protection Law (73 P.S. § 201-1 et seq., commonly known as the UTPCPL) prohibits unfair or deceptive acts or practices in trade or commerce. A person who buys or leases primarily for personal, family, or household purposes and suffers an ascertainable loss from a prohibited practice may bring a private action under § 201-9.2(a) for actual damages or $100, whichever is greater. The court may, in its discretion, award up to three times actual damages, but not less than $100, and may award costs and reasonable attorney fees. Nothing in this Agreement is intended to violate the UTPCPL.

20.12 Philadelphia and Allegheny County Tax Considerations

If the Equipment is purchased, delivered to, or used in Philadelphia (8% total sales tax) or Allegheny County (7% total sales tax), the applicable local sales tax surcharge applies in addition to the 6% state rate. Buyer is responsible for determining the applicable local tax rate.

21. EXECUTION BLOCK

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

SELLER:

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity: [________________________________]

BUYER:

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity: [________________________________]

EXHIBITS

EXHIBIT A — Equipment Specifications and Serial Numbers

Performance Specifications: [________________________________]

Included Accessories/Attachments: [________________________________]

EXHIBIT B — Price Schedule and Permitted Liens

Permitted Liens (if any): [________________________________]

EXHIBIT C — Installation Plan and Commissioning Procedures

Site Requirements: [________________________________]

Installation Timeline: [________________________________]

Commissioning Tests and Acceptance Criteria: [________________________________]

EXHIBIT D — Training Schedule

EXHIBIT E — Maintenance Terms

Warranty-Period Service Level: [________________________________]

Post-Warranty Maintenance (if applicable): [________________________________]

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 Pennsylvania before use.