Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Tennessee UCC-Compliant — T.C.A. §§ 47-2-101 et seq.)

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: [________________________________]
Tennessee Revenue Account No.: [________________________________]
(hereinafter "Seller")

BUYER:
Name: [________________________________]
Entity Type: [________________________________] organized under the laws of [________________________________]
Principal Address: [________________________________]
Tennessee Revenue Account 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 Tennessee Uniform Commercial Code (T.C.A. §§ 47-2-101 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 T.C.A. § 47-2-606.

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

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

"Business Day" means any day other than Saturday, Sunday, or a day banks in Tennessee 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 (T.C.A. § 47-2-106).

"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 T.C.A. § 47-9-103.

"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 Tennessee Uniform Commercial Code (T.C.A. Title 47).

"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.

Tennessee Practice Note: Under T.C.A. § 47-2-209, a modification of a UCC Article 2 contract requires no additional consideration to be binding. However, a signed agreement that excludes modification except by signed writing cannot otherwise be modified.

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 [____]% per annum, not to exceed the maximum effective rate permitted under T.C.A. § 47-14-103 (currently 10% per annum for most commercial transactions), calculated from the due date until actual payment.

Tennessee Interest Rate Law:
- Legal Rate: Tennessee does not have a single "legal interest rate" statute like some states. Instead, T.C.A. § 47-14-103 establishes maximum effective rates by transaction category, generally capping at 10% per annum for commercial loans.
- Prejudgment Interest: Under T.C.A. § 47-14-123, courts or juries may award prejudgment interest at any rate not exceeding 10% per annum, in accordance with principles of equity. Prejudgment interest under this statute is always simple (non-compounding).
- Post-Judgment Interest: The Tennessee Administrative Office of the Courts publishes the annual judgment interest rate, which is based on a formula tied to the average prime loan rate. Check the published rate at www.tncourts.gov for the current year.

5.5 Taxes

(a) Sales and Use Tax. Tennessee imposes a state sales tax of 7% on tangible personal property (T.C.A. § 67-6-202), plus local option taxes ranging from 2.25% to 2.75%, for combined rates of 9.25% to 9.75%. Seller shall collect unless Buyer provides a valid exemption certificate.

(b) Industrial Machinery Exemption. Upon receipt of an Industrial Machinery Exemption Certificate from the Tennessee Department of Revenue (T.C.A. § 67-6-206), a manufacturer may purchase industrial machinery and certain related services exempt from sales and use tax. To qualify, the taxpayer must be primarily engaged in manufacturing.

(c) Energy for Manufacturers. Tennessee provides reduced tax rates for manufacturers on energy purchases: water used in manufacturing is taxed at 1% (T.C.A. § 67-6-206(b)(1)); gas, electricity, and energy fuels are taxed at 1.5% (T.C.A. § 67-6-206(b)(1)). A certificate from the Commissioner may fully exempt energy used directly in manufacturing (T.C.A. § 67-6-206(b)(3)).

(d) Responsibility. Buyer is responsible for all taxes after delivery except Seller's income taxes.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

☐ FOB Seller's Facility (T.C.A. § 47-2-319) — 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 T.C.A. § 47-2-509.

6.3 Title Passage

Title passes upon the later of delivery or full payment, subject to any 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 provides site access, utilities, and foundation.
☐ Buyer Installation — Seller provides technical guidance.
☐ Third-Party: [________________________________]

6.6 Commissioning

Complete when: (a) Equipment meets Performance Specifications during [____]-hour test run; and (b) Parties execute a Commissioning Certificate or Buyer fails to object 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 T.C.A. § 47-2-513. Buyer may inspect before and after delivery.

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 without Rejection Notice.

Acceptance does not impair warranty rights (T.C.A. § 47-2-607(2)).

7.4 Rejection and Cure

(a) Rejection — written notice within Inspection Period (T.C.A. §§ 47-2-601, 47-2-602).
(b) Perfect Tender (T.C.A. § 47-2-601) — Buyer may reject any nonconforming tender.
(c) Right to Cure — [____] days (T.C.A. § 47-2-508).
(d) Failure to Cure — cancel (§ 47-2-711), cover (§ 47-2-712), or damages (§ 47-2-713).

7.5 Revocation of Acceptance

Per T.C.A. § 47-2-608.

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 T.C.A. § 47-2-314.
☐ Retained ☐ Disclaimed — See Section 8.5.

8.3 Implied Warranty of Fitness for Particular Purpose

Per T.C.A. § 47-2-315.
☐ 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 (T.C.A. § 47-2-314) AND FITNESS FOR A PARTICULAR PURPOSE (T.C.A. § 47-2-315). THIS DISCLAIMER IS CONSPICUOUS AS REQUIRED BY T.C.A. § 47-2-316(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 T.C.A. § 47-2-725, actions for breach of a sales contract must commence within four (4) years after accrual. The Parties may reduce (but not extend) this period to not less than one (1) year.

Tennessee Practice Note: For non-UCC contract claims (e.g., breach of collateral promises not governed by Article 2), T.C.A. § 28-3-109 provides a six (6)-year statute of limitations for actions on written contracts. Tennessee practitioners should carefully analyze which SOL applies to each claim. Note also that Tennessee has a one (1)-year statute of limitations for certain tort claims under T.C.A. § 28-3-104, which may apply to fraud or negligent misrepresentation claims related to the sale.

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 Tennessee 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 T.C.A. § 47-2-719(3), commercial limitation is not prima facie unconscionable.

13.3 Essential Purpose

If a remedy fails of its essential purpose (T.C.A. § 47-2-719(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 Tennessee Uniform Trade Secrets Act (T.C.A. §§ 47-25-1701 to 47-25-1709).

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 T.C.A. § 47-25-1702.

15.6 Remedies

Injunctive relief available under T.C.A. § 47-25-1703. Damages under T.C.A. § 47-25-1704 (actual loss plus unjust enrichment; exemplary damages up to twice actual damages for willful and malicious misappropriation). The statute of limitations for trade secret misappropriation is three (3) years per T.C.A. § 47-25-1706.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Reservation of Title

☐ Applicable. Title reserved until payment in full (T.C.A. § 47-2-401), operating as a security interest.
☐ Not Applicable.

16.2 PMSI

Seller's interest is a PMSI (T.C.A. § 47-9-103) with super-priority (T.C.A. § 47-9-324).

16.3 Perfection

(a) Buyer authorizes filing a UCC-1 with the Tennessee Secretary of State (Nashville, TN) to perfect the security interest. Tennessee adopted centralized filing for most collateral types.
(b) Filing Fee: Standard UCC-1 filing fee is currently $15.00 (online filing).
(c) Continuation statements per T.C.A. § 47-9-515.

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 (T.C.A. §§ 47-2-711 to 47-2-717)

(a) Cancel (§ 47-2-711); (b) Cover (§ 47-2-712); (c) Damages for non-delivery (§ 47-2-713); (d) Incidental/consequential damages (§ 47-2-715), subject to Section 13; (e) Specific performance (§ 47-2-716); (f) Recover amounts paid.

17.3 Seller's Remedies (T.C.A. §§ 47-2-703 to 47-2-710)

(a) Withhold/stop delivery (§§ 47-2-703, 47-2-705); (b) Resell (§ 47-2-706); (c) Damages/lost profits (§§ 47-2-708, 47-2-710); (d) Action for the price (§ 47-2-709); (e) Cancel; (f) Secured party rights (§§ 47-9-601 et seq.).

17.4 Cumulative Remedies

All remedies are cumulative.

17.5 Attorneys' Fees

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

Tennessee Practice Note: Tennessee generally follows the "American Rule" — each party bears its own attorneys' fees absent a contract provision or statutory authority. This contractual fee-shifting provision is enforceable in Tennessee commercial agreements. See T.C.A. § 47-50-109 (interference with business relations statute does provide for fee recovery in certain cases).

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

Tennessee law, including the Tennessee UCC (T.C.A. Title 47), 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 [________________________________], Tennessee.
☐ Not Elected.

19.4 Litigation

Exclusive jurisdiction in the Circuit Court or Chancery Court of [________________________________] County, Tennessee, or the United States District Court for the [Middle / Eastern / Western] District of Tennessee.

Tennessee Practice Note — Court Selection: Tennessee Circuit Courts are courts of general jurisdiction handling law claims. Chancery Courts handle equitable matters, including specific performance, injunctive relief, and contract reformation. For equipment disputes that may involve both legal and equitable claims, consider strategic forum selection. Davidson County (Nashville) is a common forum for statewide commercial disputes.

19.5 Arbitration (Optional)

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

19.6 Jury Trial Waiver

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

Tennessee Practice Note: Jury trial waivers in commercial contracts are generally enforceable in Tennessee when the waiver is knowing, voluntary, and conspicuous. The Tennessee Constitution (Art. I, § 6) guarantees the right to trial by jury, so courts require clear evidence that the waiver was voluntary and informed. Bilateral waivers (both parties waive) are more readily enforced than unilateral ones.

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. Note: Under T.C.A. § 47-2-209, no additional consideration is required for modification of a UCC Article 2 contract, but a signed agreement excluding modification except by signed writing cannot otherwise be modified.

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

Invalid provisions modified to minimum extent necessary.

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 Tennessee UETA (T.C.A. §§ 47-10-101 to 47-10-123) 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 waives 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 Tennessee Tax Compliance

Tennessee imposes 7% state sales tax plus local taxes (2.25%–2.75%). Manufacturers with an Industrial Machinery Exemption Certificate (T.C.A. § 67-6-206) may purchase qualifying industrial machinery tax-exempt. Energy for manufacturing is taxed at reduced rates (water: 1%; gas/electricity/fuel: 1.5%) or may be fully exempt with a certificate from the Commissioner. Buyer shall provide exemption certificates and indemnify Seller for tax liability from invalid certificates.

20.14 Tennessee-Specific Tort Claims Notice

Tennessee Practice Note — Statute of Limitations for Tort Claims: Tennessee has a one (1)-year statute of limitations for personal injury and property damage tort claims under T.C.A. § 28-3-104. If any claim arising from defective equipment sounds in tort rather than contract, the shorter SOL applies. This is one of the shortest tort SOLs in the nation and may significantly affect product liability strategy.

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 Tennessee-licensed attorney before execution. Last updated: 2026-02-28.