Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(South Carolina UCC-Compliant — S.C. Code Ann. Title 36, Chapter 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

Exhibits:

• Exhibit A — Equipment Specifications
• Exhibit B — Price Schedule and Payment Milestones
• Exhibit C — Installation Plan
• Exhibit D — Training Schedule
• Exhibit E — Maintenance Terms

1. DOCUMENT HEADER AND RECITALS

EQUIPMENT PURCHASE AND SALE AGREEMENT (this "Agreement"), effective as of [__/__/____] (the "Effective Date"), is entered into by and between:

SELLER:
Name: [________________________________]
Entity Type: [________________________________] organized under the laws of [________________________________]
Principal Address: [________________________________]
SC Retail License No.: [________________________________]
(hereinafter "Seller")

BUYER:
Name: [________________________________]
Entity Type: [________________________________] organized under the laws of [________________________________]
Principal Address: [________________________________]
SC Retail License No.: [________________________________]
(hereinafter "Buyer")

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

RECITALS

WHEREAS, Seller is in the business of manufacturing, distributing, or selling commercial and industrial equipment;

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain equipment more particularly described in Exhibit A (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 South Carolina Uniform Commercial Code (S.C. Code Ann. §§ 36-2-101 et seq.);

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

"Acceptance" means Buyer's acceptance per Section 7, or deemed acceptance under S.C. Code Ann. § 36-2-606.

"Affiliate" means any entity controlling, controlled by, or under common control with a Party (50%+ voting securities).

"Applicable Law" means all federal, South Carolina state, and local laws applicable to the transaction, including the SC UCC.

"Business Day" means any day other than Saturday, Sunday, or a day banks in South Carolina are closed.

"Closing" means consummation of the sale and purchase.

"Commissioning" means successful functional testing per the Performance Specifications.

"Confidential Information" has the meaning in Section 15.

"Conforming Goods" means Equipment conforming in all material respects (S.C. Code Ann. § 36-2-106).

"Cure Period" has the meaning in Section 7.4.

"Delivery Date" means the date in Exhibit C for delivery.

"Delivery Point" means [________________________________], as specified in Section 6.

"Equipment" means the machinery, apparatus, devices, components, parts, accessories, and related items in Exhibit A.

"Force Majeure Event" has the meaning in Section 20.6.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, firmware, software, and proprietary rights related to the Equipment.

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

"Performance Specifications" means the standards in Exhibit A.

"Permitted Liens" means Liens in Exhibit A, Section 3, if any.

"PMSI" means a purchase money security interest per S.C. Code Ann. § 36-9-103.

"Purchase Price" has the meaning in Section 5.1.

"Punch List" means minor items not preventing Commissioning that Seller must remedy.

"Specifications" means the technical requirements in Exhibit A.

"UCC" means the South Carolina UCC (S.C. Code Ann. Title 36).

"Warranty Period" has the meaning in Section 8.1.

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell and Purchase

Seller agrees to sell, transfer, and deliver the Equipment, and Buyer agrees to purchase and accept the Equipment, subject to this Agreement.

3.2 Scope of Sale

• ☐ Equipment as described in Exhibit A
• ☐ Standard accessories, attachments, and components
• ☐ Operating manuals, maintenance guides, and technical documentation
• ☐ Firmware/embedded software licenses (if applicable)
• ☐ Spare parts kit (if specified)
• ☐ Specialty tooling for routine maintenance (if specified)

3.3 Exclusions

Unless listed in Exhibit A: (a) consumables; (b) site preparation; (c) third-party software; (d) extended service contracts.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Specifications

Equipment shall conform to Exhibit A in all material respects.

4.2 Serial Numbers

4.3 Changes

No changes without written agreement. Material changes require amendment.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price

$[________________________________] (the "Purchase Price"), per Exhibit B.

5.2 Payment Milestones

5.3 Method of Payment

Wire transfer of immediately available funds.

5.4 Late Payment Interest

Overdue amounts bear interest at the rate of eight and three-quarters percent (8.75%) per annum — the legal rate under S.C. Code Ann. § 34-31-20(A) for accounts stated and cases where a sum is ascertained and due — or such other rate as the Parties agree, calculated from the due date until actual payment.

South Carolina Interest Rate Law:
- Legal Rate (Contracts): S.C. Code Ann. § 34-31-20(A) sets the legal rate at 8.75% per annum for accounts stated and ascertained sums.
- Judgment Interest Rate: Under S.C. Code Ann. § 34-31-20(B), judgments bear interest at the prime rate (as published in the first Wall Street Journal edition of each calendar year) plus 4 percentage points, compounded annually. The SC Supreme Court issues an annual order confirming the rate. For 2025 (January 15, 2025 through January 14, 2026), the rate is 11.50% compounded annually.
- Historical Reference: Pre-2001 judgments bore 14% interest; 2001–2005 judgments bore 12%.
- Contract Freedom: For business loans over $50,000, parties may agree to any rate (S.C. Code Ann. § 34-31-30).

5.5 Taxes

(a) Sales and Use Tax. South Carolina imposes a state sales tax of 6% (S.C. Code Ann. § 12-36-910), plus any applicable local taxes. The maximum combined sales and use tax rate on tangible personal property, less food, is capped at 9%.

(b) Manufacturing Equipment Exemption. S.C. Code Ann. § 12-36-2120(17) exempts machines used in manufacturing, processing, recycling, compounding, mining, or quarrying tangible personal property for sale, provided the machine is used in "substantial" (but not necessarily "exclusive") manufacturing use. This includes both the machine and its repair or replacement parts.

(c) Material Handling Equipment. Material handling equipment used in distribution or manufacturing facilities may qualify for exemption where the taxpayer invests at least $35 million in real or personal property over a five-year period (S.C. Code Ann. § 12-36-2120(51)).

(d) Pollution Control Equipment. Equipment used to control air or water pollution from manufacturing facilities is exempt (S.C. Code Ann. § 12-36-2120(56)).

(e) Responsibility. Buyer is responsible for all taxes after delivery except Seller's income taxes. Buyer shall provide required exemption certificates (Form ST-8A or successor) and indemnify Seller for tax liability from invalid certificates.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

☐ FOB Seller's Facility (S.C. Code Ann. § 36-2-319) — risk passes upon carrier possession.
☐ FOB Buyer's Facility — risk passes upon tender at Buyer's location.
☐ Other: [________________________________]

6.2 Risk of Loss

Per the delivery terms and S.C. Code Ann. § 36-2-509.

6.3 Title Passage

Title passes upon the later of delivery or full payment, subject to security interest under Section 16.

6.4 Shipping and Insurance

(a) Carrier: [________________________________]. Freight: ☐ included / ☐ Buyer pays.
(b) Risk-bearing Party insures for full replacement value.
(c) Seller packs per industry standards.

6.5 Installation

☐ Seller Installation per Exhibit C.
☐ Buyer Installation — Seller provides technical guidance.
☐ Third-Party: [________________________________]

6.6 Commissioning

Complete when: (a) Equipment meets Performance Specifications during [____]-hour test run; and (b) Commissioning Certificate executed or no objection within [____] Business Days.

6.7 Delay Liquidated Damages

[____]% of Purchase Price per [week/day] of delay, capped at [____]%.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

Per S.C. Code Ann. § 36-2-513.

7.2 Inspection Period

[____] Business Days after the later of delivery or Commissioning.

7.3 Acceptance

Earliest of: (a) written Acceptance; (b) Commissioning Certificate; (c) production use; or (d) Inspection Period expiration.

Acceptance does not impair warranty rights (S.C. Code Ann. § 36-2-607(2)).

7.4 Rejection and Cure

(a) Rejection within Inspection Period (S.C. Code Ann. §§ 36-2-601, 36-2-602).
(b) Perfect Tender (S.C. Code Ann. § 36-2-601).
(c) Right to Cure — [____] days (S.C. Code Ann. § 36-2-508).
(d) Failure to Cure — cancel (§ 36-2-711), cover (§ 36-2-712), or damages (§ 36-2-713).

7.5 Revocation of Acceptance

Per S.C. Code Ann. § 36-2-608.

8. WARRANTIES

8.1 Express Warranty

For [____] months after Acceptance (the "Warranty Period"):
(a) Conformity to Specifications;
(b) Free from defects in materials and workmanship;
(c) Operates within Performance Specifications; and
(d) New (unless Exhibit A states otherwise).

8.2 Implied Warranty of Merchantability

Per S.C. Code Ann. § 36-2-314.
☐ Retained ☐ Disclaimed — See Section 8.5.

8.3 Implied Warranty of Fitness for Particular Purpose

Per S.C. Code Ann. § 36-2-315.
☐ Retained ☐ Disclaimed — See Section 8.5.

8.4 Warranty Remedies

Seller shall, at sole cost: (a) repair/replace within [____] Business Days; or (b) refund if impracticable.

8.5 Disclaimer (If Applicable)

THE EQUIPMENT IS SOLD "AS IS." EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY (S.C. CODE ANN. § 36-2-314) AND FITNESS FOR A PARTICULAR PURPOSE (§ 36-2-315). THIS DISCLAIMER IS CONSPICUOUS AS REQUIRED BY S.C. CODE ANN. § 36-2-316(2).

8.6 Warranty Exclusions

No coverage for: (a) misuse or neglect; (b) unauthorized modifications; (c) normal wear; (d) Force Majeure; (e) non-approved parts.

8.7 Statute of Limitations

Under S.C. Code Ann. § 36-2-725, actions for breach of a sales contract must commence within four (4) years. The Parties may reduce to not less than one (1) year.

South Carolina Practice Note: For general written contract claims not governed by the UCC, S.C. Code Ann. § 15-3-530 provides a three (3)-year statute of limitations for breach of contract. Where a transaction involves mixed UCC and non-UCC elements, practitioners must carefully analyze which SOL applies to each claim.

9. REPRESENTATIONS

9.1 Mutual Representations

Each Party represents: (a) duly organized and in good standing; (b) full power and authority; (c) binding obligation; (d) no conflict; (e) no material litigation.

9.2 Seller's Representations

(a) Title — good and marketable, free of Liens except Permitted Liens;
(b) No Infringement — no known IP infringement;
(c) Compliance — manufactured per Applicable Laws;
(d) Condition — new unless stated otherwise; and
(e) Tax Registration — registered to collect SC sales tax.

9.3 Buyer's Representations

(a) Financial capacity; (b) lawful use; (c) valid exemption certificates.

10. TRAINING AND DOCUMENTATION

10.1 Training

Per Exhibit D: (a) [____] hours operator training, [____] personnel; (b) [____] hours maintenance training, [____] technicians; (c) Location: ☐ Buyer / ☐ Seller / ☐ Remote.

10.2 Documentation

At or before Commissioning: operating manuals, maintenance/service manuals, parts catalog, schematics, safety data sheets, warranty registration.

10.3 Updates

During the Warranty Period at no charge.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Warranty-Period Service

Per Section 8.4 at no cost.

11.2 Post-Warranty Service

Per Exhibit E, or time-and-materials at published rates.

11.3 Parts Availability

Commercially reasonable efforts for [____] years. [____] months' notice before discontinuation.

11.4 Remote Diagnostics

If equipped, Buyer allows reasonable remote access during the Warranty Period.

12. INDEMNIFICATION

12.1 Seller's Indemnification

Seller indemnifies Buyer from: (a) breach of Seller's representations, warranties, or covenants; (b) design, material, or workmanship defects; (c) third-party IP infringement; (d) title defects; (e) Seller's gross negligence or willful misconduct.

12.2 Buyer's Indemnification

Buyer indemnifies Seller from: (a) breach of Buyer's representations, warranties, or covenants; (b) post-Acceptance use or modification; (c) non-compliance with law; (d) Buyer's gross negligence or willful misconduct.

12.3 Procedures

Prompt notice, sole defense control, cooperation.

13. LIMITATION OF LIABILITY

13.1 Liability Cap

EXCEPT FOR INDEMNIFICATION, WARRANTY, CONFIDENTIALITY BREACH, AND GROSS NEGLIGENCE/WILLFUL MISCONDUCT, AGGREGATE LIABILITY SHALL NOT EXCEED [________________________________] (THE "LIABILITY CAP").

13.2 Exclusion of Consequential Damages

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY. Per S.C. Code Ann. § 36-2-719(3), commercial limitation is not prima facie unconscionable.

13.3 Essential Purpose

If a remedy fails of its essential purpose (S.C. Code Ann. § 36-2-719(2)), limitations above still apply to the extent permitted.

14. INTELLECTUAL PROPERTY

14.1 Ownership

Seller retains all IP rights.

14.2 License Grant

Non-exclusive, non-transferable, perpetual license to use embedded IP to operate, maintain, and repair the Equipment.

14.3 IP Infringement Defense

Seller shall: (a) procure continued use rights; (b) modify to non-infringing; or (c) replace. If not practicable, accept return and refund.

14.4 Buyer Modifications

No distribution of modifications incorporating Seller's IP without consent.

15. CONFIDENTIALITY

15.1 Definition

"Confidential Information" includes all non-public information disclosed in connection with this Agreement, including trade secrets under the South Carolina Trade Secrets Act (S.C. Code Ann. §§ 39-8-10 to 39-8-130).

SC Trade Secrets Act Note: South Carolina enacted its own Trade Secrets Act (Chapter 8, Title 39) in 1992, amended in 1997. Unlike the Uniform Trade Secrets Act adopted by most states, the SC TSA has unique provisions, particularly S.C. Code Ann. § 39-8-30, which addresses an employee's obligation to refrain from disclosing trade secrets. A trade secret must derive independent economic value from not being generally known or readily ascertainable, and must be subject to reasonable efforts to maintain secrecy (S.C. Code Ann. § 39-8-20).

15.2 Obligations

Use solely for this Agreement; protect with reasonable care; no third-party disclosure without consent (except bound personnel with need to know).

15.3 Exclusions

Public information, prior knowledge, independent development, rightful third-party receipt.

15.4 Compelled Disclosure

Prompt notice (if permitted) and minimum disclosure.

15.5 Duration

[____] years after termination. Trade secret obligations continue as long as the information qualifies under S.C. Code Ann. § 39-8-20.

15.6 Remedies

Injunctive relief under S.C. Code Ann. § 39-8-30(A). Actual damages including lost profits and unjust enrichment under S.C. Code Ann. § 39-8-30(B). Punitive damages may be available for willful and malicious misappropriation under general South Carolina tort law. Attorneys' fees in cases of willful and malicious misappropriation or bad-faith litigation. The SC TSA displaces conflicting state tort law but does not affect contractual remedies (S.C. Code Ann. § 39-8-50).

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Reservation of Title

☐ Applicable. Title reserved until payment in full (S.C. Code Ann. § 36-2-401), operating as a security interest.
☐ Not Applicable.

16.2 PMSI

Seller's interest is a PMSI (S.C. Code Ann. § 36-9-103) with super-priority (S.C. Code Ann. § 36-9-324).

16.3 Perfection

(a) Buyer authorizes filing a UCC-1 with the South Carolina Secretary of State (Columbia, SC) to perfect the security interest. South Carolina uses centralized filing for most collateral types.
(b) Filing Fee: Standard UCC-1 filing fee is currently $25.00 (online) or $50.00 (paper).
(c) Continuation statements per S.C. Code Ann. § 36-9-515.

16.4 Buyer's Obligations

While security interest exists: (a) no additional Liens; (b) insurance naming Seller as loss payee; (c) no relocation without consent; (d) permit inspection.

16.5 Release

UCC-3 termination within [____] Business Days after full payment.

17. DEFAULT AND REMEDIES

17.1 Events of Default

(a) Buyer Default: (i) payment failure for [____] Business Days after notice; (ii) failure to accept conforming Equipment; (iii) material breach uncured for [____] days; (iv) insolvency/bankruptcy.

(b) Seller Default: (i) delivery failure for [____] days; (ii) nonconforming delivery with failure to cure; (iii) material breach uncured for [____] days; (iv) insolvency/bankruptcy.

17.2 Buyer's Remedies (S.C. Code Ann. §§ 36-2-711 to 36-2-717)

(a) Cancel (§ 36-2-711); (b) Cover (§ 36-2-712); (c) Damages for non-delivery (§ 36-2-713); (d) Incidental/consequential damages (§ 36-2-715), subject to Section 13; (e) Specific performance (§ 36-2-716); (f) Recover amounts paid.

17.3 Seller's Remedies (S.C. Code Ann. §§ 36-2-703 to 36-2-710)

(a) Withhold/stop delivery (§§ 36-2-703, 36-2-705); (b) Resell (§ 36-2-706); (c) Damages/lost profits (§§ 36-2-708, 36-2-710); (d) Action for the price (§ 36-2-709); (e) Cancel; (f) Secured party rights (§§ 36-9-601 et seq.).

17.4 Cumulative Remedies

All remedies are cumulative.

17.5 Attorneys' Fees

The prevailing Party recovers reasonable fees, costs, and expenses.

South Carolina Practice Note: South Carolina generally follows the "American Rule" but permits fee-shifting by contract. S.C. Code Ann. § 15-77-300 authorizes attorneys' fees in actions to recover amounts due on contracts where a fee provision exists.

18. TERM AND TERMINATION

18.1 Term

Effective until all obligations are performed.

18.2 Termination for Cause

Upon material uncured default.

18.3 Termination for Convenience

☐ Buyer may terminate upon [____] days' notice and payment of amounts due, costs, and [____]% cancellation fee.
☐ Neither Party may terminate for convenience.

18.4 Survival

Sections 8, 12, 13, 14, 15, 16 (until released), 17, 19, and 20 survive.

19. DISPUTE RESOLUTION

19.1 Governing Law

South Carolina law, including the SC UCC (S.C. Code Ann. Title 36), without regard to conflict-of-laws. CISG excluded.

19.2 Negotiation

Good-faith negotiations between executives for [____] Business Days.

19.3 Mediation (Optional)

☐ Elected. Mediation in [________________________________], South Carolina.
☐ Not Elected.

19.4 Litigation

Exclusive jurisdiction in the Court of Common Pleas for [________________________________] County, South Carolina, or the United States District Court for the District of South Carolina ([________________________________] Division).

South Carolina Court System Note: South Carolina's Court of Common Pleas is the state court of general civil jurisdiction. There is a single federal judicial district (the District of South Carolina) with divisions in Aiken, Anderson, Beaufort, Charleston, Columbia, Florence, Greenville, Orangeburg, Rock Hill, and Spartanburg. For significant commercial disputes, the South Carolina Business Court Pilot Program (Rule 40A, SCRCP) allows certain complex business cases to be assigned to a business court judge in Richland and Charleston Counties.

19.5 Arbitration (Optional)

☐ Elected. Binding arbitration by [AAA / JAMS / Other] under Commercial Rules in [________________________________], South Carolina.
☐ Not Elected.

19.6 Jury Trial Waiver

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

South Carolina Practice Note: South Carolina courts have generally upheld contractual jury trial waivers in commercial contexts where the waiver is knowing, voluntary, and conspicuous. The South Carolina Constitution (Art. I, § 14) preserves the right to jury trial, but the South Carolina Supreme Court has recognized that this right can be contractually waived. Ensure the waiver is prominent and bilaterally agreed.

19.7 Provisional Remedies

Nothing herein precludes seeking injunctive relief to protect Confidential Information or IP.

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement and Exhibits constitute the entire agreement.

20.2 Amendments

In writing signed by both Parties.

20.3 Assignment

No assignment without consent, except to successors by merger or asset sale.

20.4 Notices

In writing; deemed given upon personal delivery, certified mail, overnight courier, or confirmed email.

20.5 Severability and Restrictive Covenants

CRITICAL SOUTH CAROLINA NOTE — NO BLUE PENCIL FOR RESTRICTIVE COVENANTS: South Carolina courts do not follow the "blue pencil" doctrine for restrictive covenants (non-competes, non-solicitation, territorial restrictions). If a court finds a restrictive covenant to be unreasonable in scope, duration, or geographic area, the court will invalidate the entire covenant rather than narrow it to make it enforceable. Unlike states that follow the blue pencil or reformation doctrine, South Carolina requires that restrictive covenants be reasonable as drafted or they are void in their entirety. Draft all restrictive covenants with extreme precision. Consider using "step-down" provisions only with caution — South Carolina courts have not consistently enforced them.

For all other provisions: if any provision is held invalid, it shall be severed and the remainder shall continue in full force.

20.6 Force Majeure

No liability for delays beyond reasonable control. Prompt notice, mitigation efforts. If exceeding [____] days, non-affected Party may terminate.

20.7 Electronic Signatures

Effective per the South Carolina UETA (S.C. Code Ann. §§ 26-6-10 to 26-6-200) and federal ESIGN Act (15 U.S.C. § 7001 et seq.).

20.8 Counterparts

May be executed in counterparts.

20.9 Waiver

No waiver of breach is a waiver of subsequent breach. Written waivers only.

20.10 Relationship

Independent contractors.

20.11 Third-Party Beneficiaries

None.

20.12 Construction

(a) Headings for convenience. (b) No rule against drafter. (c) "Including" means without limitation. (d) Statutory references include amendments.

20.13 South Carolina Tax Compliance

SC imposes 6% state sales tax plus applicable local taxes. Machines used in manufacturing are exempt under S.C. Code Ann. § 12-36-2120(17), requiring "substantial" (not exclusive) manufacturing use. Repair and replacement parts for exempt machines are also exempt. Material handling equipment in distribution/manufacturing facilities may be exempt with $35M+ investment (§ 12-36-2120(51)). Pollution control equipment for manufacturing is exempt (§ 12-36-2120(56)). Buyer must provide Form ST-8A (or successor) and indemnify Seller for invalid certificates.

20.14 South Carolina Judgment Interest Notice

Practitioners should note that South Carolina's judgment interest rate — prime plus 4%, compounded annually (S.C. Code Ann. § 34-31-20(B)) — is among the highest in the Southeast and compounds rather than accruing as simple interest. As of January 2025, the rate is 11.50% compounded annually. The SC Supreme Court publishes the rate each January. This rate applies to all judgments entered on or after July 1, 2005. This creates significant exposure for a losing party and should factor into settlement analyses and dispute budgeting.

21. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SELLER

[________________________________]

BUYER

[________________________________]

EXHIBIT A — EQUIPMENT SPECIFICATIONS

A-1. Equipment Description

A-2. Performance Specifications
[________________________________]

A-3. Permitted Liens
☐ None ☐ [________________________________]

A-4. Condition
☐ New ☐ Used — Condition: [________________________________]

EXHIBIT B — PRICE SCHEDULE

EXHIBIT C — INSTALLATION PLAN

1. Site Preparation: [________________________________]
2. Utility Requirements: [________________________________]
3. Delivery Schedule: [________________________________]
4. Installation Timeline: [________________________________]
5. Commissioning Protocol: [________________________________]
6. Responsible Party: ☐ Seller ☐ Buyer ☐ Third Party: [________________________________]

EXHIBIT D — TRAINING SCHEDULE

EXHIBIT E — MAINTENANCE TERMS

1. Warranty Maintenance: Per Section 8.
2. Post-Warranty Options:
   - ☐ Full-Service: $[________]/year
   - ☐ Parts-Only: $[________]/year
   - ☐ Time-and-Materials
3. Response Times: Emergency: [____] hrs; Non-Emergency: [____] Business Days
4. Parts Availability: Per Section 11.3.

This template is provided for informational purposes only and does not constitute legal advice. Consult a South Carolina-licensed attorney before execution. Last updated: 2026-02-28.