Sales Agreement - Equipment (Utah)

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Utah UCC-Compliant)

TABLE OF CONTENTS

1. Document Header and Recitals
2. Definitions
3. Sale and Purchase of Equipment
4. Equipment Specifications and Serial Numbers
5. Pricing and Payment Terms
6. Delivery, Installation, and Commissioning
7. Inspection and Acceptance
8. Warranties
9. Representations
10. Training and Documentation
11. Maintenance and Service Obligations
12. Indemnification
13. Limitation of Liability
14. Intellectual Property
15. Confidentiality
16. Title Retention and Security Interests
17. Default and Remedies
18. Term and Termination
19. Dispute Resolution
20. General Provisions
21. Execution Block

Exhibits:

• Exhibit A - Equipment Specifications
• Exhibit B - Price Schedule and Payment Milestones
• Exhibit C - Installation Plan and Site Requirements
• Exhibit D - Training Schedule
• Exhibit E - Maintenance Terms and Service Level Agreement

1. DOCUMENT HEADER AND RECITALS

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

SELLER:
Name: [________________________________]
Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
State of Formation: [STATE]
Principal Address: [________________________________]
Tax ID (EIN): [________________________________]

BUYER:
Name: [________________________________]
Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
State of Formation: [STATE]
Principal Address: [________________________________]
Tax ID (EIN): [________________________________]

(Each a "Party" and collectively the "Parties.")

RECITALS

WHEREAS, Seller is in the business of manufacturing, distributing, or selling the equipment described in Exhibit A (the "Equipment");

WHEREAS, Buyer desires to purchase, and Seller desires to sell, the Equipment on the terms and conditions set forth herein;

WHEREAS, the Parties intend that this Agreement constitute a contract for the sale of goods governed by the Uniform Commercial Code as adopted in Utah (Utah Code Title 70A, Chapter 2);

WHEREAS, the total Purchase Price equals or exceeds Five Hundred Dollars ($500.00), satisfying the statute of frauds requirement under Utah Code Section 70A-2-201; and

WHEREAS, the Parties desire to set forth the complete terms of their agreement with respect to the sale and purchase of the Equipment.

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

2. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

"Acceptance" means Buyer's acknowledgment, express or implied pursuant to Utah Code Section 70A-2-606, that the Equipment conforms to the Specifications and this Agreement.

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

"Applicable Law" means all federal, Utah state, and local laws, statutes, ordinances, regulations, rules, and orders, including the Utah UCC (Utah Code Title 70A).

"Business and Chancery Court" means the specialized court established under Utah Code Section 78A-13-101 et seq. for complex business disputes.

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

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

"Commissioning" means the process of verifying that the Equipment has been properly installed and operates in accordance with the Specifications.

"Confidential Information" has the meaning set forth in Section 15.1.

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

"Delivery Date" means the date on which Seller tenders delivery of the Equipment at the Delivery Point, as set forth in Exhibit C.

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

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

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

"Inspection Period" means the period of [NUMBER] calendar days following delivery of the Equipment.

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

"Lien" means any mortgage, pledge, security interest, encumbrance, lien, charge, or other restriction on title or transfer.

"Permitted Liens" means Liens set forth on Exhibit A that Buyer has agreed to accept, if any.

"Person" means an individual, corporation, limited liability company, partnership, association, trust, governmental authority, or any other entity.

"PMSI" means a purchase money security interest as defined in Utah Code Section 70A-9a-103.

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

"Qualified Manufacturing Facility" means a facility that meets the requirements under Utah Code Section 59-12-102 for the manufacturing equipment sales tax exemption.

"Rejection Notice" has the meaning set forth in Section 7.3.

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

"Trade Secret" has the meaning ascribed to it under the Utah Uniform Trade Secrets Act (Utah Code Section 13-24-2).

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

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell and Purchase

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

3.2 Quantity and Model

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

3.3 Statute of Frauds Compliance

This Agreement constitutes the written memorandum required by Utah Code Section 70A-2-201 for the sale of goods at a price of $500.00 or more.

3.4 Conditions Precedent to Closing

Each Party's obligation to close is subject to:

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

(b) Performance of all covenants required on or before the Closing Date;

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

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

(e) [Additional conditions as applicable].

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Equipment Description

Exhibit A shall include:

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

4.2 Modifications

Modifications to Specifications require written agreement and may adjust the Purchase Price and Delivery Date.

4.3 Serial Number Verification

Buyer may verify serial numbers at delivery. Discrepancies constitute nonconformity under Section 7.3.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price

Buyer shall pay Seller a total purchase price of [AMOUNT IN WORDS] Dollars ($[AMOUNT]) (the "Purchase Price"), as itemized in Exhibit B.

5.2 Payment Milestones

5.3 Method of Payment

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

5.4 Late Payment

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

Utah Interest Rate Note: The legal rate of interest in Utah, when no contract rate is specified, is 10% per annum (Utah Code Section 15-1-1). There is no general usury cap for commercial transactions. The judgment interest rate for civil judgments is the federal postjudgment interest rate (as set on January 1 of the year of judgment) plus 2% (Utah Code Section 15-1-4). For judgments under $10,000 in actions regarding the purchase of goods and services, the judgment interest rate is 10% plus the federal postjudgment interest rate (Utah Code Section 15-1-4(3)). The postjudgment interest rate remains fixed at the rate in effect when the judgment is entered.

5.5 Taxes

(a) Utah Sales and Use Tax. Utah imposes a combined sales and use tax with a statewide rate of 6.1% (4.85% state + 1.25% combined local minimum), with additional local option taxes in some jurisdictions bringing rates higher (Utah Code Section 59-12-103). The applicable rate for this transaction is approximately [RATE]%.

(b) Manufacturing Equipment Exemption. Machinery, equipment, and normal operating repair or replacement parts (excluding office equipment and supplies) used or consumed by a Qualified Manufacturing Facility to produce items sold as tangible personal property are exempt from Utah sales and use tax (Utah Code Section 59-12-104(14)). If Buyer's facility qualifies, Buyer shall provide Seller with a valid Utah exemption certificate (Form TC-721).

(c) Tax Responsibility. Unless exempt, Buyer is responsible for all applicable sales and use taxes. Seller shall collect and remit taxes as required.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

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

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

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

6.2 Risk of Loss and Passage of Title

(a) Risk of Loss. Per Utah Code Section 70A-2-509:

☐ FOB Origin: Risk passes when Equipment is delivered to the carrier.

☐ FOB Destination: Risk passes when Equipment is tendered at the Delivery Point.

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

6.3 Installation and Commissioning

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

(b) Commissioning. The Parties shall conduct commissioning tests per Exhibit C.

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

6.4 Shipping and Insurance

(a) The Party bearing risk of loss shall arrange and pay for shipping.

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

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

Buyer has the right to inspect the Equipment before Acceptance (Utah Code Section 70A-2-513). Inspection occurs during the Inspection Period at Buyer's expense, unless nonconformity is found, in which case Seller bears reasonable inspection costs.

7.2 Acceptance

Acceptance occurs when (Utah Code Section 70A-2-606):

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

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

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

7.3 Rejection

(a) If the Equipment fails to conform, Buyer may reject by written Rejection Notice within the Inspection Period (Utah Code Sections 70A-2-601, 70A-2-602).

(b) Utah follows the UCC "perfect tender" rule (Utah Code Section 70A-2-601).

(c) Buyer shall hold rejected Equipment with reasonable care (Utah Code Section 70A-2-602).

7.4 Seller's Right to Cure

(a) If time for performance has not expired, Seller may cure with conforming Equipment (Utah Code Section 70A-2-508(1)).

(b) If Seller had reasonable grounds to believe the tender was acceptable, Seller may have further reasonable time (Utah Code Section 70A-2-508(2)).

7.5 Revocation of Acceptance

Buyer may revoke Acceptance if a nonconformity substantially impairs value and either (a) Buyer accepted on the assumption it would be cured and it was not, or (b) acceptance was reasonably induced by difficulty of discovery or Seller's assurances (Utah Code Section 70A-2-608).

8. WARRANTIES

8.1 Express Warranty

Seller expressly warrants:

(a) The Equipment shall conform to Specifications in Exhibit A;

(b) The Equipment shall be free from defects in materials and workmanship for the Warranty Period;

(c) The Equipment shall be new and of recent manufacture (unless otherwise specified);

(d) The Equipment shall be suitable for purposes described in Exhibit A.

These create "express warranties" under Utah Code Section 70A-2-313.

8.2 Implied Warranty of Merchantability

Unless disclaimed below, Seller warrants the Equipment is merchantable (Utah Code Section 70A-2-314).

8.3 Implied Warranty of Fitness for Particular Purpose

If Seller knows Buyer's particular purpose and Buyer relies on Seller's judgment, Seller warrants fitness for that purpose (Utah Code Section 70A-2-315).

8.4 Warranty Disclaimer (if applicable)

☐ Check if disclaiming implied warranties:

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY UTAH CODE SECTION 70A-2-316. THIS DISCLAIMER IS CONSPICUOUS AS REQUIRED BY UTAH LAW.

8.5 Warranty Period

The Warranty Period commences on Acceptance and continues for [NUMBER] months. Seller shall repair or replace defective Equipment at Seller's sole cost.

8.6 Warranty Exclusions

Seller's warranties do not cover defects from:
(a) Misuse, neglect, or unauthorized modification;
(b) Operation outside specified parameters;
(c) Failure to maintain per manufacturer recommendations;
(d) Normal wear and tear; or
(e) Force Majeure Events.

8.7 Magnuson-Moss Warranty Act Compliance

If Buyer is a consumer, warranties shall comply with the Magnuson-Moss Warranty Act (15 U.S.C. Section 2301 et seq.).

9. REPRESENTATIONS

9.1 Mutual Representations

Each Party represents and warrants:

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

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

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

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

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

9.2 Seller's Representations

Seller additionally represents:

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

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

(c) Compliance. The Equipment complies with Applicable Law.

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

9.3 Buyer's Representations

Buyer additionally represents:

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

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

10. TRAINING AND DOCUMENTATION

10.1 Training

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

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

(c) Additional training at Seller's then-current rates.

10.2 Documentation

Seller shall deliver on or before the Delivery Date:

(a) Complete operator and maintenance manuals;
(b) Parts lists and diagrams;
(c) Schematics;
(d) Safety data sheets;
(e) Certificates of compliance, inspection, and calibration.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Warranty-Period Maintenance

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

11.2 Post-Warranty Maintenance (Optional)

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

11.3 Spare Parts Availability

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

12. INDEMNIFICATION

12.1 Seller's Indemnification

Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates ("Buyer Indemnified Parties") from claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

(a) Breach of Seller's representations, warranties, or covenants;
(b) Equipment defects, including product liability;
(c) Undisclosed Liens or title defects;
(d) Third-party IP infringement claims;
(e) Seller's gross negligence or willful misconduct.

12.2 Buyer's Indemnification

Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates ("Seller Indemnified Parties") from claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

(a) Breach of Buyer's representations, warranties, or covenants;
(b) Buyer's use or modification of Equipment after Acceptance (except for covered defects);
(c) Buyer's gross negligence or willful misconduct.

12.3 Indemnification Procedures

(a) Prompt written notice;
(b) Indemnifying Party controls defense;
(c) Indemnified Party cooperates;
(d) No settlement without consent, not unreasonably withheld.

13. LIMITATION OF LIABILITY

13.1 Cap on Liability

EXCEPT FOR (I) INDEMNIFICATION UNDER SECTION 12, (II) BREACH OF CONFIDENTIALITY UNDER SECTION 15, (III) WILLFUL MISCONDUCT OR FRAUD, OR (IV) PERSONAL INJURY OR DEATH, AGGREGATE LIABILITY SHALL NOT EXCEED [DOLLAR AMOUNT OR MULTIPLE OF PURCHASE PRICE] (THE "LIABILITY CAP").

13.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY UTAH LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION.

13.3 Essential Purpose

THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE UNDER UTAH CODE SECTION 70A-2-719(2).

13.4 Statute of Limitations

UCC sales claims are subject to four (4) years (Utah Code Section 70A-2-725). The Parties ☐ agree / ☐ do not agree to reduce this to [ONE TO FOUR] year(s). Written contract claims outside the UCC are subject to six (6) years (Utah Code Section 78B-2-309).

14. INTELLECTUAL PROPERTY

14.1 Ownership

Seller retains all Intellectual Property embodied in or related to the Equipment. No license is granted except as expressly provided.

14.2 License Grant

Seller grants Buyer a non-exclusive, non-transferable, royalty-free license to use embedded software or firmware solely for operating the Equipment. No reverse-engineering, decompiling, or disassembly permitted.

14.3 Infringement Defense

If Equipment is subject to an infringement claim, Seller shall: (a) procure continuing use rights; (b) modify the Equipment; (c) replace it; or (d) refund the Purchase Price less depreciation.

15. CONFIDENTIALITY

15.1 Definition

"Confidential Information" means all non-public information disclosed by either Party, including technical data, trade secrets, business plans, pricing, customer lists, and financial information.

15.2 Obligations

Each Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose without prior written consent; and (c) use solely for purposes of this Agreement.

15.3 Exclusions

Information that: (a) is publicly available through no fault of the receiving Party; (b) was known prior to disclosure; (c) is independently developed; or (d) is lawfully obtained from a third party.

15.4 Compelled Disclosure

If compelled by law, the receiving Party shall provide prompt notice and cooperate to obtain a protective order.

15.5 Utah Trade Secrets Act

This Section supplements rights under the Utah Uniform Trade Secrets Act (Utah Code Section 13-24-1 et seq.):

(a) Definition. A "trade secret" is information that derives independent economic value from not being generally known and is the subject of reasonable efforts to maintain secrecy (Utah Code Section 13-24-2(4));

(b) Injunctive Relief: Courts may enjoin actual or threatened misappropriation (Utah Code Section 13-24-3);

(c) Damages: Actual loss plus unjust enrichment, or a reasonable royalty (Utah Code Section 13-24-4);

(d) Exemplary Damages: Up to double actual damages for willful and malicious misappropriation (Utah Code Section 13-24-4(2));

(e) Attorney Fees: Available for willful misappropriation or bad faith claims (Utah Code Section 13-24-5);

(f) Statute of Limitations: Three (3) years from discovery (Utah Code Section 13-24-6).

15.6 Utah Consumer Privacy Act (UCPA)

If either Party processes personal data of Utah consumers in connection with this Agreement, such Party shall comply with the Utah Consumer Privacy Act (Utah Code Section 13-61-101 et seq.), effective December 31, 2023, including:

(a) The UCPA applies to entities conducting business in Utah or targeting Utah residents that have annual revenue of $25,000,000 or more and either control or process personal data of 100,000 or more Utah consumers, or derive more than 50% of gross revenue from selling personal data and control or process data of 25,000 or more consumers;

(b) Consumer rights include confirmation, access, deletion, portability, and opt-out of sale of personal data and targeted advertising;

(c) The attorney general may recover actual damages plus up to $7,500 per violation;

(d) The UCPA does not create a private right of action.

15.7 Duration

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

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Retention of Title

Seller retains title until full payment. Buyer shall not encumber the Equipment during the retention period and shall maintain it in good condition and properly insured.

16.2 Purchase Money Security Interest (PMSI)

(a) If Seller finances or retains a security interest, Buyer grants a PMSI in the Equipment and proceeds (Utah Code Section 70A-9a-103).

(b) Buyer authorizes filing of a UCC-1 Financing Statement with the Utah Division of Corporations and Commercial Code.

(c) PMSI Super-Priority. A PMSI perfected when the debtor receives possession or within 20 days has priority over conflicting security interests (Utah Code Section 70A-9a-324(a)).

16.3 Filing Office Information

UCC filings in Utah are made with:

Utah Division of Corporations and Commercial Code
Department of Commerce
160 East 300 South, 2nd Floor
Salt Lake City, Utah 84111

16.4 Buyer's Cooperation

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

17. DEFAULT AND REMEDIES

17.1 Events of Default

(a) Buyer Default:
(i) Failure to pay when due;
(ii) Material breach of representations, warranties, or covenants;
(iii) Insolvency or bankruptcy;
(iv) Repudiation or failure to accept conforming Equipment.

(b) Seller Default:
(i) Failure to deliver by the Delivery Date (subject to Force Majeure);
(ii) Nonconforming Equipment and failure to cure;
(iii) Material breach of representations, warranties, or covenants;
(iv) Insolvency or bankruptcy.

17.2 Notice and Cure Period

Written notice specifying the default:
(a) [NUMBER] days for payment defaults;
(b) [NUMBER] days for non-payment defaults (the "Cure Period").

17.3 Remedies

(a) Buyer's Remedies:
(i) Cover (Utah Code Section 70A-2-712);
(ii) Market-price damages (Section 70A-2-713);
(iii) Specific performance for unique goods (Section 70A-2-716);
(iv) Recovery of payments plus incidental/consequential damages (Sections 70A-2-711, 70A-2-715).

(b) Seller's Remedies:
(i) Withhold delivery (Section 70A-2-703);
(ii) Resale and recover difference (Section 70A-2-706);
(iii) Contract-market damages (Section 70A-2-708);
(iv) Action for the price (Section 70A-2-709);
(v) Cancellation (Section 70A-2-703).

17.4 Liquidated Damages

☐ If elected: Seller may retain up to $[________________________________] as liquidated damages (Utah Code Section 70A-2-718).

17.5 Cumulative Remedies

All remedies are cumulative.

17.6 Attorneys' Fees

The prevailing Party shall recover reasonable attorneys' fees and costs. Utah courts generally enforce contractual attorneys' fee provisions.

18. TERM AND TERMINATION

18.1 Term

This Agreement commences on the Effective Date and continues until all obligations are performed.

18.2 Termination for Default

Either Party may terminate upon uncured Event of Default.

18.3 Termination for Insolvency

Either Party may terminate immediately upon the other's bankruptcy, insolvency, or assignment for creditors.

18.4 Termination for Convenience

☐ If elected: Either Party may terminate upon [NUMBER] days' notice, with appropriate payment adjustments.

18.5 Survival

Sections 2, 8, 12, 13, 14, 15, 16, 17, 19, and 20 survive termination.

19. DISPUTE RESOLUTION

19.1 Governing Law

This Agreement shall be governed by Utah law, including the Utah UCC (Utah Code Title 70A), without regard to conflict-of-laws principles. The CISG is excluded.

19.2 Forum Selection

Exclusive jurisdiction in the Third Judicial District Court for [Salt Lake / Utah / Other] County, Utah, or the United States District Court for the District of Utah, or, for eligible disputes, the Utah Business and Chancery Court (Utah Code Section 78A-13-101 et seq.).

Utah Practice Note: Utah established the Business and Chancery Court in 2023 (originally as a pilot program, made permanent in 2024) to handle complex commercial disputes, including contract claims involving $300,000 or more. This court may provide specialized expertise for equipment sale disputes.

19.3 Mandatory Negotiation

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

19.4 Mediation (Optional)

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

19.5 Arbitration (Optional)

☐ If elected: Unresolved disputes shall be resolved by binding arbitration under [AAA / JAMS / Other] rules in [Salt Lake City / Other], Utah.

19.6 Jury Trial Waiver

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

Utah Practice Note: Utah courts generally enforce contractual jury waivers in commercial agreements between sophisticated parties where the waiver is knowing, voluntary, and conspicuous. The Utah Constitution guarantees the right to a jury trial (Utah Const. Art. I, Sec. 10), but this right may be waived. To enhance enforceability, the waiver should be mutual, conspicuous, and expressly initialed.

Buyer Initials: ________ Seller Initials: ________

19.7 Injunctive Relief

Either Party may seek injunctive relief to protect Confidential Information, Intellectual Property, or Trade Secrets.

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement and its Exhibits are the entire agreement and supersede all prior negotiations.

20.2 Amendments

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

20.3 Assignment

No assignment without prior written consent, except to successors by merger, consolidation, or acquisition of substantially all assets.

20.4 Force Majeure

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

20.5 Notices

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

20.6 Severability

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

20.7 Waiver

Failure to enforce does not waive any provision.

20.8 Counterparts and Electronic Signatures

Counterpart execution permitted. Electronic signatures valid under the Utah UETA (Utah Code Section 46-4-101 et seq.) and the federal E-SIGN Act (15 U.S.C. Section 7001 et seq.).

20.9 Relationship of the Parties

No partnership, joint venture, agency, or employment relationship.

20.10 Third-Party Beneficiaries

For the sole benefit of the Parties and permitted successors and assigns.

20.11 Construction

No presumption against the drafting Party. Headings for convenience only.

20.12 UCPA Compliance

If either Party processes personal data of Utah consumers, that Party shall comply with the Utah Consumer Privacy Act (Utah Code Section 13-61-101 et seq.), including responding to verified consumer requests within 45 days and maintaining reasonable data security practices.

21. EXECUTION BLOCK

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

SELLER:

[________________________________]

BUYER:

[________________________________]

EXHIBIT A - EQUIPMENT SPECIFICATIONS

EXHIBIT B - PRICE SCHEDULE AND PAYMENT MILESTONES

EXHIBIT C - INSTALLATION PLAN AND SITE REQUIREMENTS

Delivery Point: [________________________________]

Delivery Date: [__/__/____]

Delivery Terms: ☐ FOB Origin ☐ FOB Destination ☐ FCA (Incoterms 2020)

Installation Requirements:

• Power requirements: [________________________________]
• Environmental conditions: [________________________________]
• Foundation/floor requirements: [________________________________]
• Clearance requirements: [________________________________]
• Special handling equipment: [________________________________]

Commissioning Protocol:
[________________________________]

EXHIBIT D - TRAINING SCHEDULE

EXHIBIT E - MAINTENANCE TERMS AND SERVICE LEVEL AGREEMENT

Warranty-Period Coverage:

• Response time: [________________________________]
• On-site service availability: [________________________________]
• Parts replacement timeline: [________________________________]

Post-Warranty Maintenance Option:

• Annual maintenance fee: $[________________________________]
• Coverage scope: [________________________________]
• Response time commitments: [________________________________]
• Renewal terms: [________________________________]

This template is provided for informational purposes only and does not constitute legal advice. It must be reviewed and customized by a qualified attorney licensed in the State of Utah before use.