Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(South Dakota 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 and Serial Numbers
• Exhibit B – Price Schedule and Payment Milestones
• Exhibit C – Installation and Commissioning Plan
• Exhibit D – Training and Documentation 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: [ENTITY TYPE] organized under the laws of [STATE OF ORGANIZATION]
• Principal Address: [________________________________]
• Tax ID (EIN): [________________________________]
• SD Sales Tax License No.: [________________________________]

BUYER:

• Legal Name: [BUYER LEGAL NAME]
• Entity Type: [ENTITY TYPE] organized under the laws of [STATE OF ORGANIZATION]
• Principal Address: [________________________________]
• Tax ID (EIN): [________________________________]
• SD Sales Tax Exemption Certificate No. (if applicable): [________________________________]

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

RECITALS

WHEREAS, Seller is in the business of manufacturing, distributing, or selling the equipment described herein;

WHEREAS, Buyer desires to purchase such equipment for use in [DESCRIBE INTENDED USE] in the State of South Dakota;

WHEREAS, the Parties intend this Agreement to constitute a contract for the sale of goods governed by South Dakota UCC Article 2 (SDCL Title 57A, Ch. 57A-2); and

WHEREAS, the Parties desire to set forth the terms and conditions of such purchase and sale;

NOW, THEREFORE, in consideration of the mutual covenants 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

"Acceptance" means Buyer's express or implied acceptance of the Equipment pursuant to Section 7 and SDCL § 57A-2-606.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

"Applicable Law" means all federal, state, and local statutes, regulations, ordinances, and rules applicable to the transactions contemplated herein, including SDCL Title 57A.

"Bill of Sale" means the document conveying title to the Equipment from Seller to Buyer.

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

"Closing" means consummation of the purchase and sale, including full payment and delivery of title documents.

"Commissioning" means testing and verification that the Equipment operates per the Specifications following Installation.

"Confidential Information" has the meaning set forth in Section 15.

"Cure Period" has the meaning set forth in Section 17.2.

"Delivery Date" means the date on which Seller tenders the Equipment at the Delivery Point.

"Delivery Point" means [FOB LOCATION / BUYER'S FACILITY ADDRESS].

"Equipment" means the machinery, apparatus, devices, and related components described in Exhibit A, including all embedded software, firmware, manuals, accessories, and replacement parts delivered at Closing.

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

"Installation" means the physical setup, assembly, connection, and calibration of the Equipment at Buyer's designated site.

"Inspection Period" means [NUMBER] Business Days following delivery (or Commissioning, if applicable).

"Lien" means any mortgage, pledge, security interest, encumbrance, charge, or other claim on property.

"Nonconformity" means any failure of the Equipment to conform to the Specifications or warranties in Section 8.

"Permitted Liens" means Liens identified on Exhibit A that Buyer has expressly agreed to accept.

"PMSI" means a purchase money security interest as defined in SDCL § 57A-9-103.

"Purchase Price" has the meaning set forth in Section 5.1.

"Rejection Notice" means written notice from Buyer specifying Nonconformities per Section 7.3.

"Specifications" means the technical specifications, performance standards, and operating parameters in Exhibit A.

"Warranty Period" means [NUMBER] months following Acceptance (or Commissioning, if later).

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell and Purchase

Seller agrees to sell, transfer, and deliver the Equipment to Buyer, and Buyer agrees to purchase and accept the Equipment, free and clear of all Liens except Permitted Liens.

3.2 Identification of Goods

The Equipment shall be identified to this contract upon the earlier of: (a) marking, shipping, or designation by Seller; or (b) delivery to the Delivery Point (SDCL § 57A-2-501).

3.3 Quantity

The Equipment is as described in Exhibit A. Additional units require a written amendment or purchase order.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Specifications

The Equipment shall conform to the Specifications in Exhibit A, including:

☐ Manufacturer name and model number
☐ Year of manufacture
☐ Serial number(s) and/or VIN(s)
☐ Physical dimensions, weight, and power requirements
☐ Performance specifications and rated capacities
☐ Safety certifications (OSHA, EPA, ANSI, as applicable)
☐ Software/firmware version (if applicable)
☐ Condition (new / refurbished / used — with operating hours if applicable)
☐ Included accessories, attachments, and consumables

4.2 Changes to Specifications

No material changes without Buyer's prior written consent. If Buyer does not consent to a proposed change, Buyer may terminate under Section 18.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price

Buyer shall pay Seller [AMOUNT IN WORDS] United States Dollars (USD $[AMOUNT]) (the "Purchase Price"), as detailed in Exhibit B.

5.2 Payment Milestones

5.3 Method of Payment

All payments shall be made in U.S. dollars by wire transfer or such other method as agreed in writing.

5.4 Late Payment Interest

Any amount not paid when due shall bear interest at [RATE]% per annum, calculated from the due date until paid in full.

5.5 Taxes

(a) Sales and Use Tax. South Dakota imposes a 4.5% state sales tax on tangible personal property (SDCL § 10-45-2). Local jurisdictions may impose additional municipal taxes (typically 1-2%), bringing the combined rate to approximately 6-6.5%. Unless an exemption applies, Buyer shall pay all applicable taxes and Seller shall collect and remit.

(b) Exemptions. If Buyer claims a tax exemption, Buyer shall provide Seller with a valid South Dakota Exemption Certificate prior to delivery.

(c) Other Taxes. South Dakota has NO state income tax (individual or corporate). Each Party is responsible for any applicable federal taxes.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

Seller shall deliver the Equipment to the Delivery Point [FOB ORIGIN / FOB DESTINATION / FCA (Incoterms 2020)] no later than [DELIVERY DEADLINE].

6.2 Risk of Loss

(a) FOB Origin: Risk passes to Buyer upon delivery to the carrier (SDCL § 57A-2-509(1)).
(b) FOB Destination: Risk passes upon tender at the Delivery Point (SDCL § 57A-2-509(1)).
(c) If Equipment is nonconforming, risk remains with Seller until cure or acceptance (SDCL § 57A-2-510).

6.3 Shipping and Insurance

Seller shall arrange shipping and maintain insurance covering full replacement cost during transit. Shipping costs borne by [SELLER / BUYER / SPLIT: ________________].

6.4 Installation

☐ Installation by Seller included in the Purchase Price
☐ Installation by Seller at additional cost of USD $[____]
☐ Buyer shall arrange its own installation

If Seller provides installation, Seller shall install per Exhibit C. Buyer shall provide site preparation including [POWER, FOUNDATION, VENTILATION, ETC.].

6.5 Commissioning

Upon Installation completion, Seller shall conduct commissioning tests per Exhibit C. Both Parties shall execute a Commissioning Certificate upon successful completion.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

Buyer may inspect the Equipment within the Inspection Period following delivery (or Commissioning) per SDCL § 57A-2-513. Inspection costs borne by Buyer unless a Nonconformity is revealed.

7.2 Acceptance

Acceptance occurs when Buyer: (a) signifies conformance or acceptance despite Nonconformity; (b) fails to reject within the Inspection Period; or (c) does any act inconsistent with Seller's ownership (SDCL § 57A-2-606).

7.3 Rejection

If the Equipment fails to conform, Buyer may reject all or any commercial unit by delivering a Rejection Notice within the Inspection Period (SDCL §§ 57A-2-601, 57A-2-602).

7.4 Seller's Right to Cure

Seller shall have [NUMBER] Business Days to cure by repair or replacement (SDCL § 57A-2-508). If Seller fails to cure, Buyer may exercise remedies under Section 17.

7.5 Revocation of Acceptance

Buyer may revoke acceptance if: (a) Nonconformity substantially impairs value; and (b) acceptance was made with reasonable assumption of cure that did not occur, or without discovery due to Seller's assurances (SDCL § 57A-2-608).

8. WARRANTIES

8.1 Express Warranty

Seller warrants that the Equipment shall: (a) conform to the Specifications; (b) be free from defects in materials and workmanship; (c) be new (unless stated otherwise); and (d) perform per written guarantees, for the Warranty Period (SDCL § 57A-2-313).

8.2 Implied Warranty of Merchantability

Unless disclaimed per Section 8.5, the Equipment shall be merchantable (SDCL § 57A-2-314).

8.3 Implied Warranty of Fitness for a Particular Purpose

If Seller knows of Buyer's particular purpose and Buyer relies on Seller's judgment, the Equipment shall be fit for such purpose (SDCL § 57A-2-315).

8.4 Warranty of Title and Against Infringement

Seller warrants good title, delivery free from undisclosed Liens, and freedom from third-party IP claims (SDCL § 57A-2-312).

8.5 Disclaimer of Warranties

☐ OPTION A – NO DISCLAIMER: All implied warranties apply.

☐ OPTION B – PARTIAL DISCLAIMER: EXCEPT AS SET FORTH IN SECTION 8.1, SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY SDCL § 57A-2-316. THIS DISCLAIMER IS CONSPICUOUS.

☐ OPTION C – "AS IS" SALE: THE EQUIPMENT IS SOLD "AS IS" AND "WITH ALL FAULTS." SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS, EXCEPT THE WARRANTY OF TITLE UNDER SDCL § 57A-2-312.

8.6 Warranty Remedies

During the Warranty Period, Seller shall repair or replace nonconforming Equipment. If repair or replacement fails within a commercially reasonable time, Buyer may pursue remedies under Section 17.

8.7 Magnuson-Moss Act

If the Equipment is a "consumer product" under 15 U.S.C. § 2301(1), disclaimers must comply with both SDCL § 57A-2-316 and the Magnuson-Moss Warranty Act (15 U.S.C. §§ 2301-2312).

9. REPRESENTATIONS

9.1 Mutual Representations

Each Party represents and warrants that:
(a) It is duly organized, validly existing, and in good standing.
(b) It has full power and authority to execute and perform this Agreement.
(c) This Agreement constitutes a legal, valid, and binding obligation.
(d) Execution and performance do not conflict with any binding agreement, law, or organizational document.

9.2 Seller's Additional Representations

(a) Seller has good and marketable title, free of all Liens except Permitted Liens.
(b) The Equipment complies with all Applicable Laws, including OSHA and EPA requirements.
(c) No litigation is pending or threatened that would affect performance or title.
(d) Seller holds all necessary permits and licenses.

9.3 Buyer's Additional Representations

(a) Buyer has financial capability to perform its payment obligations.
(b) Buyer shall use the Equipment in compliance with all Applicable Laws.

10. TRAINING AND DOCUMENTATION

10.1 Training

☐ On-site operator training: [NUMBER] hours/days
☐ Remote / virtual training: [NUMBER] sessions
☐ Training at Seller's facility: [NUMBER] hours/days (travel costs borne by [PARTY])
☐ No training included

Details in Exhibit D.

10.2 Documentation

Seller shall deliver:
☐ Operation and maintenance manuals
☐ Parts lists and diagrams
☐ Safety data sheets (SDS)
☐ Calibration and testing records
☐ Certificate of origin / compliance
☐ Software/firmware documentation and license keys (if applicable)

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Maintenance Terms

☐ Seller provides maintenance during Warranty Period at no additional cost
☐ Optional maintenance plan per Exhibit E at USD $[AMOUNT]/year
☐ Buyer solely responsible after Acceptance

11.2 Spare Parts Availability

Seller shall make parts available for [NUMBER] years with [NUMBER] months' advance notice of discontinuation.

11.3 Service Level Commitments

If a maintenance plan is elected, Seller shall respond within [NUMBER] hours and provide on-site service within [NUMBER] Business Days.

12. INDEMNIFICATION

12.1 Seller's Indemnification

Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates, officers, directors, employees, and agents from claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:
(a) Breach of Seller's representations, warranties, or obligations;
(b) Equipment defects causing personal injury or property damage;
(c) Third-party IP infringement claims;
(d) Undisclosed Liens on the Equipment; or
(e) Seller's violation of Applicable Law, including SDCL Ch. 37-24 (Deceptive Trade Practices).

12.2 Buyer's Indemnification

Buyer shall indemnify Seller from claims arising from:
(a) Breach of Buyer's representations, warranties, or obligations;
(b) Buyer's use, modification, or resale after Acceptance (except for Seller's warranty breach); or
(c) Buyer's violation of Applicable Law.

12.3 Indemnification Procedure

The indemnified Party shall: (a) promptly notify the indemnifying Party; (b) allow the indemnifying Party to control the defense; and (c) cooperate reasonably.

13. LIMITATION OF LIABILITY

13.1 Liability Cap

EXCEPT FOR (i) INDEMNIFICATION UNDER SECTION 12.1, (ii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (iii) WARRANTY OF TITLE, AND (iv) BUYER'S PAYMENT OBLIGATIONS, AGGREGATE LIABILITY SHALL NOT EXCEED [DOLLAR AMOUNT OR MULTIPLE OF PURCHASE PRICE].

13.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY SOUTH DAKOTA LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE THEORY OF LIABILITY.

13.3 Essential Purpose

THE LIMITATIONS APPLY NOTWITHSTANDING FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE.

14. INTELLECTUAL PROPERTY

14.1 Ownership

Seller retains all IP rights in Equipment design, engineering, proprietary technology, software, and firmware.

14.2 License Grant

Seller grants Buyer a non-exclusive, non-transferable, perpetual license to use embedded software solely in connection with the Equipment.

14.3 IP Infringement

Seller's IP indemnification is in Section 12.1(c). It does not apply to claims from: (a) Buyer's unauthorized modification; (b) combination with non-Seller products; or (c) use outside Specifications.

15. CONFIDENTIALITY

15.1 Definition

"Confidential Information" means all non-public information disclosed in connection with this Agreement. Exclusions: (a) publicly available; (b) previously known; (c) independently developed; (d) received from unrestricted third party.

15.2 Obligations

The Receiving Party shall: (a) use Confidential Information solely for this Agreement; (b) protect with reasonable care; and (c) limit disclosure to need-to-know personnel bound by comparable obligations.

15.3 Trade Secrets

Information qualifying as a trade secret under the South Dakota Uniform Trade Secrets Act (SDCL Ch. 37-29) shall be protected for so long as it retains trade secret status. Remedies include injunctive relief, damages for actual loss and unjust enrichment, and in cases of willful and malicious misappropriation, exemplary damages up to twice other damages plus attorneys' fees (SDCL §§ 37-29-3, 37-29-4, 37-29-5).

15.4 Duration

Confidentiality obligations (except trade secrets, which survive indefinitely) survive for [NUMBER] years after termination.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Passage of Title

Title passes upon [SELECT: (a) full payment; (b) delivery; (c) Acceptance; (d) other: ________________].

16.2 Title Retention (Conditional Sale)

☐ If elected: Until full payment, Seller retains title. Seller's retained interest constitutes a PMSI under SDCL § 57A-9-103.

16.3 Purchase Money Security Interest (PMSI)

If Seller retains a security interest:
(a) Buyer grants Seller a PMSI in the Equipment and all proceeds.
(b) Buyer authorizes Seller to file a UCC-1 Financing Statement with the South Dakota Secretary of State (SDCL § 57A-9-501).
(c) For PMSI priority in equipment, Seller must file before or within twenty (20) days after Buyer receives possession (SDCL § 57A-9-324(a)).
(d) Buyer shall execute additional documents reasonably requested to perfect the security interest.

16.4 Buyer's Obligations Pending Full Payment

Until full payment, Buyer shall: (a) maintain Equipment in good condition; (b) insure for full replacement value, naming Seller as loss payee; (c) not sell, lease, or encumber without consent; and (d) not remove from South Dakota without consent.

17. DEFAULT AND REMEDIES

17.1 Events of Default

(a) Buyer Default: (i) payment failure after notice; (ii) uncured material breach; (iii) bankruptcy or insolvency.
(b) Seller Default: (i) delivery failure (subject to Force Majeure); (ii) uncured material nonconformity; (iii) uncured material breach; (iv) bankruptcy or insolvency.

17.2 Notice and Cure Period

Written notice specifying the default. Cure Period: [NUMBER] days; payment defaults: [NUMBER] Business Days.

17.3 Buyer's Remedies

Upon Seller Default:
(a) Cover: Purchase substitutes and recover difference (SDCL § 57A-2-712);
(b) Non-Delivery Damages (SDCL § 57A-2-713);
(c) Specific Performance where Equipment is unique (SDCL § 57A-2-716);
(d) Refund of amounts paid; or
(e) Incidental/Consequential Damages (SDCL § 57A-2-715), subject to Section 13.

17.4 Seller's Remedies

Upon Buyer Default:
(a) Withhold Delivery (SDCL § 57A-2-703);
(b) Resell commercially and recover deficiency (SDCL § 57A-2-706);
(c) Action for Price (SDCL § 57A-2-709);
(d) Non-Acceptance Damages (SDCL § 57A-2-708); or
(e) Repossession under PMSI (SDCL § 57A-9-609).

17.5 Cumulative Remedies

Remedies are cumulative and not exclusive.

17.6 Statute of Limitations

Actions for breach must commence within four (4) years of accrual (SDCL § 57A-2-725). Parties may reduce to not less than one (1) year. For non-UCC claims, general contract SOL is six (6) years (SDCL § 15-2-13).

18. TERM AND TERMINATION

18.1 Term

Effective as of the Effective Date and continues until all obligations are fully performed.

18.2 Termination for Default

Either Party may terminate upon uncured Event of Default.

18.3 Termination for Convenience

☐ Either Party may terminate for convenience upon [NUMBER] days' notice, with appropriate payment adjustments.
☐ Not permitted.

18.4 Effect of Termination

Accrued obligations survive. Sections 8, 12, 13, 14, 15, 16, 17, 19, and 20 survive termination.

19. DISPUTE RESOLUTION

19.1 Governing Law

This Agreement is governed by South Dakota law, including the UCC (SDCL Title 57A), without giving effect to conflict-of-laws principles.

19.2 Exclusive Jurisdiction and Venue

The Parties submit to the exclusive jurisdiction of the Circuit Court of [COUNTY — e.g., Minnehaha, Pennington, Hughes] County, South Dakota, or the United States District Court for the District of South Dakota. Each Party waives objections to venue and defenses of inconvenient forum.

19.3 Arbitration (Optional)

☐ OPTION A – ARBITRATION ELECTED: Disputes resolved by binding arbitration administered by [AAA / JAMS / OTHER] under [Commercial Arbitration Rules], in [CITY], South Dakota.

☐ OPTION B – NO ARBITRATION: Section 19.2 governs all disputes.

19.4 Jury Trial Waiver

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

Initials: Seller _______ Buyer _______

19.5 Prevailing Party Attorneys' Fees

The prevailing Party shall recover reasonable attorneys' fees, court costs, and expenses.

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement and all Exhibits constitute the entire agreement and supersede all prior negotiations and agreements.

20.2 Amendments

No amendment is effective unless in writing and signed by both Parties.

20.3 Assignment

Neither Party may assign without prior written consent, except to an Affiliate or in connection with a merger, acquisition, or asset sale. Unauthorized assignments are void.

20.4 Notices

Written notices deemed given when: (a) delivered personally; (b) sent certified mail, return receipt requested; (c) sent by overnight courier; or (d) sent by confirmed email.

20.5 Severability

Invalid provisions reformed to minimum extent necessary; remaining provisions continue in full force.

20.6 Force Majeure

Neither Party liable for delay or failure (other than payment) due to causes beyond reasonable control. Prompt notice required; mitigation efforts required. Termination permitted if event continues [NUMBER] consecutive days.

20.7 Electronic Signatures

Electronic signatures valid under South Dakota UETA (SDCL Ch. 53-12) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.). This Agreement may be executed in counterparts.

20.8 Waiver

No waiver of any breach constitutes a waiver of subsequent breaches. Waivers must be in writing.

20.9 Relationship of Parties

Independent contractors. No partnership, joint venture, agency, or employment.

20.10 Third-Party Beneficiaries

No third-party rights except for indemnified parties in Section 12.

20.11 Construction

Construed without regard to the drafting Party. Headings for convenience only.

20.12 Consumer Protection

Seller shall comply with South Dakota's Deceptive Trade Practices and Consumer Protection Act (SDCL Ch. 37-24). The Attorney General may seek injunctive relief, restitution, and civil penalties for violations.

20.13 No State Income Tax

The Parties acknowledge that South Dakota imposes no individual or corporate state income tax, which may affect the structuring and tax treatment of this transaction.

21. EXECUTION BLOCK

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

SELLER:

BUYER:

Acknowledgment of Key Terms:

☐ Warranty Disclaimer (Section 8.5): _______ (Initials)
☐ Limitation of Liability (Section 13): _______ (Initials)
☐ Jury Trial Waiver (Section 19.4): _______ (Initials)
☐ Governing Law — South Dakota (Section 19.1): _______ (Initials)

EXHIBIT A — EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

Performance Specifications: [________________________________]

Safety Certifications: [________________________________]

Included Accessories/Attachments: [________________________________]

Permitted Liens (if any): [________________________________]

EXHIBIT B — PRICE SCHEDULE AND PAYMENT MILESTONES

EXHIBIT C — INSTALLATION AND COMMISSIONING PLAN

Site Location: [________________________________]

Site Preparation Requirements: [________________________________]

Commissioning Acceptance Criteria: [________________________________]

EXHIBIT D — TRAINING AND DOCUMENTATION SCHEDULE

Documentation Deliverables:
☐ Operations manual ☐ Maintenance manual ☐ Parts catalog ☐ Safety manual / SDS ☐ Software documentation ☐ Warranty documentation

EXHIBIT E — MAINTENANCE AND SERVICE TERMS

Warranty Period Maintenance: [________________________________]

Post-Warranty Options:
☐ Full-service maintenance: $[________]/year
☐ Parts-only support: $[________]/year
☐ Time-and-materials: $[________]/hour

Emergency Response Time: [____] hours

Spare Parts Availability: [____] years from Effective Date

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 South Dakota before use. South Dakota has no state income tax and imposes a 4.5% state sales tax with agricultural equipment exemptions. Prepared for use on the ezel.ai platform.