Sales Agreement - Equipment (Washington)

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Washington 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): [________________________________]
Washington UBI Number: [________________________________]

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 Washington (RCW Title 62A, Chapter 62A.2);

WHEREAS, the Parties intend to sign this record and state the quantity of Equipment in Exhibit A when RCW 62A.2-201 applies; 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 RCW 62A.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, Washington state, and local laws, statutes, ordinances, regulations, rules, and orders, including the Washington UCC (RCW Title 62A).

"B&O Tax" means the Washington Business and Occupation Tax imposed under RCW 82.04.

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

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

"Commissioning" means verifying that the Equipment has been properly installed and operates per the Specifications.

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

"Consumer Health Data" has the meaning ascribed to it under the Washington My Health My Data Act (RCW 19.373).

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

"Delivery Date" means the date Seller tenders delivery at the Delivery Point, per Exhibit C.

"Delivery Point" means [FOB Origin / FOB Destination / specific address], per 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 [NUMBER] calendar days following delivery.

"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 restriction on title or transfer.

"Permitted Liens" means Liens in Exhibit A that Buyer has agreed to accept.

"Person" means an individual, corporation, LLC, partnership, association, trust, governmental authority, or other entity.

"PMSI" means a purchase money security interest as defined in RCW 62A.9A-103.

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

"RCW" means Revised Code of Washington, as amended.

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

"Specifications" means the technical specifications in Exhibit A.

"Trade Secret" has the meaning ascribed to it under RCW 19.108.010.

"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, 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 quantity, make, model, year, and all components.

3.3 Statute of Frauds Compliance

For a sale of goods priced at $500 or more, RCW 62A.2-201 generally requires a record sufficient to show the agreement, signed by the party against whom enforcement is sought or that party's authorized agent or broker. The agreement is enforceable under subsection (1) only up to the quantity shown in the record. Complete Exhibit A and obtain both Parties' signatures; assess the section's exceptions if a signature is absent.

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 covenants;

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

(d) Evidence that 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

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 at the rate of [RATE]% per annum from the due date until paid.

Washington interest gate: Specify a written rate and have counsel confirm the transaction. RCW 19.52.010 gives a twelve-percent rate only for a covered loan or forbearance when no different written rate is agreed. RCW 19.52.020 generally caps covered interest at the higher of twelve percent or the specified Treasury-bill yield plus four percentage points, but exemptions and other statutes may alter the result. RCW 4.56.110 uses different judgment-interest categories, including the written contract rate when subsection (1) applies. Do not assume every business transaction is exempt or every judgment uses the RCW 19.52.020 maximum.

5.5 Taxes

(a) Washington Sales and Use Tax. Washington imposes retail sales and use tax on the sale of tangible personal property (RCW 82.08.020). The state rate is 6.5%, plus the applicable local tax. Enter the combined rate for the delivery location as [RATE]% after checking the Washington Department of Revenue rate lookup.

(b) Manufacturing Equipment Exemption. The retail sales tax does not apply to sales to a manufacturer or processor for hire of machinery and equipment used directly in a manufacturing operation or research and development operation (RCW 82.08.02565). Eligible machinery includes equipment that acts upon or interacts with the product being manufactured. Buyer must provide Seller with a completed exemption certificate (Department of Revenue form) if claiming this exemption.

(c) Business and Occupation (B&O) Tax. Washington imposes a B&O tax on gross receipts from business activities in the state (RCW 82.04). B&O tax is the responsibility of Seller and is not separately imposed on or collected from Buyer. For the Service and Other Activities classification, RCW 82.04.290(2) uses prior-year gross income subject to that classification, including the applicable affiliated-group rules: generally 1.5% below $1 million, 1.75% from $1 million to below $5 million, and 2.1% at $5 million or more; statutory exceptions apply. Through December 31, 2026, the general manufacturing and wholesaling B&O rates are 0.484%. The general manufacturing, wholesaling, and retailing rates rise to 0.5% on January 1, 2027, under 2025 Washington Laws ch. 240, §§ 102, 103, 106, 504.

(d) Washington Income Tax. Washington has no general individual income tax through 2027 and no general corporate income tax. Under 2026 Washington Laws ch. 238, an individual income tax and optional pass-through entity tax election begin in 2028. However, Washington does impose a capital gains tax on individuals at 7% of taxable Washington capital gains, plus an additional 2.9% on the portion exceeding $1 million beginning in tax year 2025 (RCW 82.87.040); ordinary equipment purchases generally do not trigger that tax.

(e) Tax Responsibility. Unless exempt, Buyer is responsible for retail sales tax. Seller shall collect and remit 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 RCW 62A.2-509:

☐ FOB Origin (Shipment Contract): Risk passes when Equipment is delivered to the carrier.

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

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

6.3 Installation and Commissioning

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

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

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

6.4 Shipping and Insurance

(a) The risk-bearing Party arranges and pays 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 before Acceptance (RCW 62A.2-513). Inspection during the Inspection Period at Buyer's expense, unless nonconformity is found.

7.2 Acceptance

Acceptance occurs when (RCW 62A.2-606):

(a) Buyer signifies 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) Buyer may reject nonconforming Equipment by written Rejection Notice within the Inspection Period (RCW 62A.2-601, 62A.2-602).

(b) Washington follows the UCC "perfect tender" rule (RCW 62A.2-601).

(c) Buyer shall hold rejected Equipment with reasonable care (RCW 62A.2-602).

7.4 Seller's Right to Cure

(a) If time for performance has not expired, Seller may cure (RCW 62A.2-508(1)).

(b) If Seller had reasonable grounds to believe the tender was acceptable, Seller may have further reasonable time (RCW 62A.2-508(2)).

7.5 Revocation of Acceptance

Buyer may revoke if a nonconformity substantially impairs value and either (a) Buyer accepted assuming the nonconformity would be cured and it was not, or (b) acceptance was induced by difficulty of discovery or Seller's assurances (RCW 62A.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 RCW 62A.2-313.

8.2 Implied Warranty of Merchantability

Unless disclaimed below, Seller warrants the Equipment is merchantable (RCW 62A.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 (RCW 62A.2-315).

8.4 Warranty Disclaimer (if applicable)

☐ Check only if the sale is outside the consumer-product restrictions in 15 U.S.C. § 2308 and the disclaimer is otherwise lawful:

TO THE EXTENT PERMITTED BY RCW 62A.2-316, SELLER EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS ELECTION DOES NOT NEGATE EXPRESS WARRANTIES CREATED BY SELLER'S PROMISES, DESCRIPTIONS, SAMPLES, OR MODELS THAT ARE PART OF THE BARGAIN, INCLUDING SECTION 8.1.

Washington consumer-use limit: If Seller is a merchant and Buyer purchases the Equipment primarily for personal, family, or household use, a general disclaimer does not limit Seller's liability for merchantability or fitness. To claim the narrow exception in RCW 62A.2-316(4), identify with particularity the qualities and characteristics not warranted: [________________________________].

Federal consumer-product limit: If Seller gives a consumer a written warranty on a consumer product, including a qualifying warranty in Section 8.1, or enters into a covered service contract, 15 U.S.C. § 2308 makes an implied-warranty disclaimer ineffective under federal and state law. The Washington particularity exception above does not override this federal restriction. A duration limit is possible only on the terms of § 2308(b).

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 cost.

8.6 Warranty Exclusions

Seller's warranties exclude 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

For a consumer product, review the written warranty and any service contract under the Magnuson-Moss Warranty Act (15 U.S.C. §§ 2301 et seq.). When § 2308(a) applies, leave the Section 8.4 disclaimer unchecked.

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 Washington.

(b) Authority. Full power 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.

(f) UBI Registration. Each Party required to hold a Washington Unified Business Identifier (UBI) number holds a current registration.

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, including Washington safety and environmental regulations.

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

(e) Tax Registration. Seller holds a current Washington UBI number and is registered with the Washington Department of Revenue for B&O and sales tax purposes.

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;
(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 after Acceptance (except 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 WASHINGTON LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION.

13.3 Essential Purpose

If an exclusive or limited remedy fails of its essential purpose, remedies under RCW Title 62A may be available under RCW 62A.2-719(2). The separate damages exclusion in Section 13.2 remains subject to applicable law and the facts.

13.4 Statute of Limitations

UCC sales claims are subject to four (4) years (RCW 62A.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 (RCW 4.16.040).

14. INTELLECTUAL PROPERTY

14.1 Ownership

Seller retains all Intellectual Property. 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.

14.3 Infringement Defense

If the 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 Washington Trade Secrets Act

This Section supplements rights under Washington's Uniform Trade Secrets Act (RCW 19.108.010 et seq.):

(a) Definition. "Trade secret" means information that derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain secrecy (RCW 19.108.010);

(b) Factors for Reasonable Efforts. A jury may consider: the extent the information is known outside the business; the extent known by employees and others involved in the business; the extent of measures taken to guard secrecy; the value of the information to the holder and competitors; the amount of effort or money expended in developing the information; and the ease or difficulty by which the information could be properly acquired or duplicated by others;

(c) Injunctive Relief: Courts may enjoin actual or threatened misappropriation (RCW 19.108.020);

(d) Damages: Actual loss plus unjust enrichment not included in that loss (RCW 19.108.030(1)); a court may instead condition future use under an injunction on a reasonable royalty if the RCW 19.108.020(2) gate is met;

(e) Exemplary Damages: At the court's discretion, up to twice the RCW 19.108.030(1) award for wilful and malicious misappropriation (RCW 19.108.030(2));

(f) Attorney Fees: Discretionary to the prevailing party for a bad-faith misappropriation claim, a bad-faith motion to terminate an injunction made or resisted, or wilful and malicious misappropriation (RCW 19.108.040);

(g) Statute of Limitations: Three (3) years from discovery (RCW 19.108.060).

15.6 Washington My Health My Data Act

If either Party collects, shares, or processes "consumer health data" (as broadly defined under RCW 19.373) in connection with this Agreement, the collecting Party shall comply with the Washington My Health My Data Act, including:

(a) Maintaining a consumer health data privacy policy;
(b) Obtaining affirmative consent before collecting or sharing consumer health data;
(c) Honoring consumer requests to withdraw consent and delete data;
(d) Restrictions on geofencing near health care facilities;
(e) Any violation constitutes a per se violation of the Washington Consumer Protection Act (RCW 19.86), which provides a private right of action.

Practice Note: The My Health My Data Act applies broadly to any entity that conducts business in Washington or produces or provides products or services targeted to Washington consumers, and that collects, processes, or shares consumer health data. "Consumer health data" is defined expansively and may include data related to physical or mental health, biometric data, and genetic data. Practitioners should evaluate whether Equipment-related data collection (e.g., ergonomic sensors, health monitoring features) triggers MHMDA obligations.

15.7 Duration

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

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Retention of Title

Seller retains title until full payment. Buyer shall not encumber the Equipment 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 (RCW 62A.9A-103).

(b) Buyer authorizes filing of a UCC-1 Financing Statement with the Washington Department of Licensing, Uniform Commercial Code (UCC) program.

(c) PMSI Super-Priority. A PMSI perfected when the debtor receives possession or within 20 days has priority over conflicting security interests (RCW 62A.9A-324(a)).

16.3 Filing Office Information

UCC filings in Washington are made with:

Washington Department of Licensing
Uniform Commercial Code (UCC)
PO Box 9660
Olympia, Washington 98507-9660

For overnight delivery, use 405 Black Lake Boulevard SW, Olympia, Washington 98502. Electronic filing is available through the Department of Licensing's UCC online filing system.

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 (RCW 62A.2-712);
(ii) Market-price damages (RCW 62A.2-713);
(iii) Specific performance for unique goods (RCW 62A.2-716);
(iv) Recovery of payments plus incidental/consequential damages (RCW 62A.2-711, 62A.2-715).

(b) Seller's Remedies:
(i) Withhold delivery (RCW 62A.2-703);
(ii) Resale and recover difference (RCW 62A.2-706);
(iii) Contract-market damages (RCW 62A.2-708);
(iv) Action for the price (RCW 62A.2-709);
(v) Cancellation (RCW 62A.2-703).

17.4 Liquidated Damages

☐ If elected: Seller may retain up to $[________________________________] as liquidated damages (RCW 62A.2-718).

17.5 Cumulative Remedies

All remedies are cumulative.

17.6 Attorneys' Fees

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

17.7 Consumer Protection Act

Nothing limits either Party's rights under the Washington Consumer Protection Act (RCW 19.86), which prohibits unfair or deceptive acts or practices in trade or commerce. A person injured in business or property by a covered violation may bring an action for actual damages, costs, and reasonable attorney fees. The court may increase damages up to three times actual damages in its discretion; for an RCW 19.86.020 violation, the increased award may not exceed $25,000 (RCW 19.86.090).

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 Washington law, including the Washington UCC (RCW Title 62A), without regard to conflict-of-laws principles. The CISG is excluded.

19.2 Forum Selection

Exclusive jurisdiction in the Superior Court for [King / Pierce / Snohomish / Spokane / Other] County, Washington, or the United States District Court for the [Western / Eastern] District of Washington. Each Party waives objections based on forum non conveniens.

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 [Seattle / Tacoma / Spokane / Other], Washington.

19.6 Jury Trial Waiver

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

Washington Practice Note: Washington courts generally enforce contractual jury trial waivers in commercial agreements where the waiver is knowing, voluntary, and intentional. Article I, Section 21 of the Washington Constitution preserves the right to a jury trial, but this right may be waived. The Washington Supreme Court has upheld jury waivers in civil contexts. For maximum enforceability, the waiver should be conspicuous, mutual, set apart from other contract provisions, and initialed by both Parties.

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.

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 Washington UETA (RCW 1.80.010 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 Washington Tax Considerations

(a) Washington Income Tax. Washington has no general individual income tax through 2027 and no general corporate income tax. Under 2026 Washington Laws ch. 238, an individual income tax and optional pass-through entity tax election begin in 2028. However, Washington imposes a capital gains tax on individuals (7% of taxable Washington capital gains, plus 2.9% on the portion exceeding $1 million beginning in tax year 2025, under RCW 82.87.040), a B&O tax on gross receipts (RCW 82.04), and retail sales tax (RCW 82.08).

(b) B&O Tax. Seller is responsible for its own B&O tax obligations. The sale of tangible personal property is generally classified as Wholesaling or Retailing, depending on the transaction. The general B&O rates are 0.484% for wholesaling and 0.471% for retailing through December 31, 2026; both rise to 0.5% on January 1, 2027. Confirm the classification and any special rate for the transaction.

(c) Use Tax. If Buyer uses Equipment in Washington that was purchased without payment of Washington retail sales tax (e.g., Equipment purchased out of state), Buyer may owe use tax at the combined state and local rate applicable to the location of use (RCW 82.12).

20.13 My Health My Data Act Compliance

If the Equipment collects, processes, or shares consumer health data (as defined in RCW 19.373), the collecting Party shall comply with the Washington My Health My Data Act and shall maintain appropriate privacy policies, consent mechanisms, and data deletion procedures. A violation of that Act is treated as an unfair or deceptive act for Consumer Protection Act purposes under RCW 19.373.090. A person injured in business or property may seek the relief allowed by RCW 19.86.090; any increase above actual damages is discretionary, may reach three times actual damages, and is capped at $25,000 for an RCW 19.86.020 violation.

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

Washington Sales Tax: ☐ Included / ☐ Separately stated at [RATE]% / ☐ Exempt (certificate provided)

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 Washington before use.