Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Wisconsin 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 and Commissioning Plan
• Exhibit D — Training 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: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Wisconsin DFI Entity ID (if applicable): [ID #]
• Principal Address: [________________________________]
• Contact: [NAME] | [EMAIL] | [PHONE]

BUYER:

• Legal Name: [BUYER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Wisconsin DFI Entity ID (if applicable): [ID #]
• Principal Address: [________________________________]
• Contact: [NAME] | [EMAIL] | [PHONE]

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

RECITALS

WHEREAS, Seller is engaged in the business of manufacturing, distributing, or selling the equipment described in this Agreement;

WHEREAS, Buyer desires to purchase such equipment for use at its facilities in the State of Wisconsin;

WHEREAS, the Parties desire to set forth the terms and conditions governing the purchase and sale of the Equipment, including delivery, installation, warranties, and ongoing service;

NOW, THEREFORE, in consideration of the mutual covenants and promises 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

As used in this Agreement, the following terms shall have the meanings set forth below. Terms defined in Wisconsin Statutes Chapters 401–411 (Wisconsin UCC) and not otherwise defined herein shall have the meanings ascribed therein.

"Acceptance" means Buyer's acceptance of the Equipment per Section 7 and Wis. Stat. § 402.606 (UCC § 2-606).

"Applicable Law" means all federal, state, and local laws, statutes, codes, ordinances, rules, and regulations applicable to these transactions, including the Wisconsin UCC (Wis. Stat. Chs. 401–411).

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

"Commissioning" means verifying that the Equipment operates per the Specifications after Installation, as described in Exhibit C.

"Conforming Equipment" means Equipment conforming in all material respects to the Specifications, warranties, and this Agreement. Wis. Stat. § 402.301 (UCC § 2-301).

"Cure Period" means the period for Seller to cure non-conforming tender. Wis. Stat. § 402.508 (UCC § 2-508).

"Defect" or "Defective" means any condition where Equipment does not conform to Specifications, warranties, or Applicable Law.

"Delivery Date" means the date(s) for delivery per Exhibit C or as agreed in writing.

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

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

"Hazardous Materials" means any hazardous, toxic, or pollutant substance under Applicable Law, including RCRA (42 U.S.C. § 6901 et seq.) and Wisconsin's hazardous waste provisions (Wis. Stat. Ch. 291).

"Installation" means physical placement, assembly, connection, and setup per Exhibit C.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, trade dress, know-how, and other proprietary rights.

"Latent Defect" means a Defect not discoverable through reasonable inspection.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien, or charge, including construction liens under Wis. Stat. Ch. 779.

"PMSI" means a purchase-money security interest per Wis. Stat. § 409.103 (UCC § 9-103).

"Purchase Price" means the total price per Exhibit B, exclusive of applicable taxes unless stated.

"Rejection" means Buyer's rejection per Wis. Stat. § 402.601 (UCC § 2-601) and Section 7.

"Revocation of Acceptance" means revocation per Wis. Stat. § 402.608 (UCC § 2-608).

"Specifications" means the technical requirements in Exhibit A.

"Warranty Period" means the warranty period under Section 8.1, from Acceptance.

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell and Purchase. Seller agrees to sell, transfer, and deliver, and Buyer agrees to purchase and accept, the Equipment in Exhibit A.

3.2 Scope. Sale of Equipment only — not a lease, license, or bailment. Embedded software/firmware licensed per Section 14.

3.3 Entire Agreement. This Agreement and Exhibits are the entire agreement. Additional or different terms in purchase orders or acknowledgments do not modify unless accepted in a signed writing. Wis. Stat. § 402.207 (UCC § 2-207).

3.4 Change Orders. Written change orders signed by both Parties required for modifications.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Specifications. Equipment shall conform to Exhibit A in all material respects. No material changes without Buyer's written consent.

4.2 Serial Numbers. Seller shall assign unique serial numbers and provide a complete listing with delivery.

4.3 Compliance. Equipment shall comply with OSHA (29 C.F.R. Parts 1900–1999) and Wisconsin workplace safety standards (Wis. Stat. Ch. 101; Wis. Admin. Code Ch. SPS 332).

4.4 Nameplate. Manufacturer's nameplate with model, serial number, capacity, and required markings.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price. $[AMOUNT] per Exhibit B. USD. Firm and fixed unless modified per Section 3.4.

5.2 Payment Schedule.

5.3 Invoicing. Invoices referencing this Agreement and applicable milestone.

5.4 Payment Method. By [wire transfer / ACH / check].

5.5 Late Payment Interest.

(a) Undisputed amounts not paid when due shall bear interest at [____]% per annum (or, if none specified, at five percent (5%) per annum per Wis. Stat. § 138.04 — note this is among the lowest default rates in the nation).

(b) For amounts under $150,000, the contractual rate shall not exceed twelve percent (12%) per annum (Wis. Stat. § 138.05(1)(a)). For amounts of $150,000 or more, no statutory cap applies to commercial transactions (Wis. Stat. § 138.05(5)).

(c) Interest on judgments shall be computed at 1% plus the prime rate in effect on January 1 or July 1 preceding the date of the judgment, per Wis. Stat. §§ 807.01(4), 814.04(4), 815.05(8).

5.6 Disputed Invoices. Buyer may withhold disputed amounts in good faith with written notice within [15 / 30] days.

5.7 Right of Setoff. Per Wis. Stat. § 402.711 (UCC § 2-711).

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms. Delivery to:

Delivery Location: [________________________________]

[FOB Origin / FOB Destination / DDP / DAP / other Incoterm].

6.2 Delivery Schedule. On or before [DATE]. Time is [of the essence / material].

6.3 Packaging and Shipping. Per industry standards with packing list.

6.4 Title and Risk of Loss.

(a) Title passes upon [delivery to carrier / delivery to site / Acceptance], subject to Section 16 security interest.

(b) Risk of Loss per Delivery Terms and Wis. Stat. §§ 402.509–402.510.

(c) Risk of loss for non-conforming Equipment remains with Seller. Wis. Stat. § 402.510.

6.5 Installation. Per Exhibit C, if Seller-performed. Buyer provides access and site requirements. Seller complies with Applicable Law.

6.6 Commissioning. Post-Installation testing per Exhibit C with written report.

6.7 Liquidated Damages. [____]% per [day / week] of delay, capped at [____]%. Termination right after [____] days of delay.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection. Per Wis. Stat. § 402.513 (UCC § 2-513).

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

7.3 Acceptance. Per Wis. Stat. § 402.606 (UCC § 2-606): (a) written signification of conformity; (b) failure to reject within the Inspection Period; or (c) act inconsistent with Seller's ownership.

7.4 Rejection. Perfect tender rule — reject whole, accept whole, or accept commercial units and reject rest. Wis. Stat. § 402.601. Written notice of non-conformity required.

7.5 Seller's Right to Cure. Wis. Stat. § 402.508 (UCC § 2-508).

7.6 Revocation of Acceptance. If non-conformity substantially impairs value: (a) expected cure not provided; or (b) non-conformity not reasonably discoverable. Wis. Stat. § 402.608.

7.7 Consequences. Rights of Buyer upon rejection or revocation include cancellation and recovery. Wis. Stat. § 402.608(3).

8. WARRANTIES

8.1 Express Warranty. For [____] months from Acceptance (the "Warranty Period"):

(a) Conforms to Specifications;

(b) Free from defects in materials, workmanship, and design;

(c) Operates per Seller's manuals;

(d) New (unless stated otherwise); and

(e) Complies with Applicable Law.

Wis. Stat. § 402.313 (UCC § 2-313).

8.2 Warranty of Title. Good title, free of Liens, no IP infringement. Wis. Stat. § 402.312.

8.3 Implied Warranties. Merchantability (Wis. Stat. § 402.314) and fitness (§ 402.315) are [retained / limited to Warranty Period / modified: _______________].

8.4 Warranty Remedies. At Buyer's election: (a) repair or replace within [____] Business Days at Seller's cost; or (b) refund the allocable portion. Extended warranty on repairs: remainder of original period or [____] days, whichever is longer.

8.5 Warranty Exclusions. Does not cover: (a) misuse/abuse; (b) operation outside parameters; (c) normal wear; (d) failure to follow maintenance; or (e) unauthorized repairs.

9. REPRESENTATIONS

9.1 Seller's Representations. (a) Duly organized, good standing, authorized in Wisconsin; (b) full authority; (c) no conflicts; (d) no IP infringement; (e) Applicable Law compliance; (f) no material litigation; (g) accurate information.

9.2 Buyer's Representations. (a) Duly organized, good standing; (b) full authority; (c) no conflicts.

10. TRAINING AND DOCUMENTATION

10.1 Documentation. Complete technical documentation with delivery: manuals, parts lists, schematics, software documentation, safety data sheets, and compliance certificates.

10.2 Training. Per Exhibit D: operation, maintenance, troubleshooting, emergency procedures.

10.3 Cost. [Included / $[AMOUNT] / per Exhibit D].

10.4 Additional Training. At Seller's then-current rates.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Preventive Maintenance. Per Exhibit E during Warranty Period; separately available post-Warranty.

11.2 Spare Parts. Minimum [____] years availability. [12 / 24] months' discontinuation notice.

11.3 Response Time. [____] hours response; [____] hours on-site.

11.4 Remote Diagnostics. Limited access for diagnostics only, subject to Section 15.

12. INDEMNIFICATION

12.1 Seller's Indemnification. For: (a) breach; (b) Equipment defects; (c) IP infringement; (d) negligence/willful misconduct; (e) claims by Seller's personnel.

12.2 Buyer's Indemnification. For: (a) breach; (b) misuse; (c) negligence/willful misconduct.

12.3 Procedure. Prompt notice; indemnifying Party controls defense; cooperation required.

13. LIMITATION OF LIABILITY

13.1 Consequential Damages. EXCEPT FOR IP INDEMNIFICATION, CONFIDENTIALITY BREACH, OR GROSS NEGLIGENCE/WILLFUL MISCONDUCT, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. Wis. Stat. § 402.719.

13.2 Liability Cap. EXCEPT FOR THE ABOVE CARVE-OUTS, AGGREGATE LIABILITY SHALL NOT EXCEED [THE PURCHASE PRICE / $[AMOUNT]].

13.3 Essential Purpose. Applies even if limited remedy fails of its essential purpose. Wis. Stat. § 402.719(2).

14. INTELLECTUAL PROPERTY

14.1 Seller's Retained IP. All IP in design, engineering, software, firmware, and documentation remains Seller's property.

14.2 Embedded Software License. Non-exclusive, perpetual, non-transferable (except with Equipment) license for operation.

14.3 Buyer's IP. Buyer-provided materials remain Buyer's property.

14.4 IP Defense. Seller at its cost: (a) procure rights; (b) modify/replace; or (c) accept return and refund.

15. CONFIDENTIALITY

15.1 Definition. All non-public information disclosed in connection with this Agreement, including trade secrets, technical data, business plans, financial information, customer lists, pricing, and Agreement terms.

15.2 Obligations. Strict confidence with at least reasonable care; no third-party disclosure except as permitted; use solely for Agreement purposes.

15.3 Permitted Disclosures. To need-to-know personnel bound by comparable obligations; as required by law with prompt notice.

15.4 Exclusions. Public information; already possessed; independently developed; received from unrestricted third party.

15.5 Trade Secret Protection. Wisconsin UTSA (Wis. Stat. § 134.90) and federal DTSA (18 U.S.C. § 1836 et seq.). Wisconsin UTSA SOL: three (3) years from discovery (§ 134.90(6)).

15.6 DTSA Notice. Per 18 U.S.C. § 1833(b), immunity for disclosures to government officials or attorneys for reporting or in sealed filings.

15.7 Duration. Survives [3 / 5] years after termination; trade secrets protected as long as qualifying.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Title Retention.

☐ Option A — Title Passes. Upon [delivery / Acceptance], free of Liens.

☐ Option B — Title Retained. Until full payment. Buyer shall not encumber, shall keep Equipment identifiable, and shall maintain insurance.

16.2 Security Interest. If Option B or deferred payment, Buyer grants Seller a PMSI in Equipment and proceeds.

16.3 Perfection. Seller may file UCC-1 with the Wisconsin Department of Financial Institutions (Wis. Stat. § 409.501). Buyer authorizes filing. File within twenty (20) days of delivery for PMSI priority (Wis. Stat. § 409.324(1); UCC § 9-324(a)).

16.4 Filing Details.

• Filing Office: Wisconsin Department of Financial Institutions (DFI) — NOT the Secretary of State
• Online Filing: DFI UCC portal (wdfi.org)
• Filing Fee: Approximately $20 (electronic), subject to change

16.5 Release. Within [____] Business Days of full payment, Seller files UCC-3 termination statement.

16.6 Cooperation. Buyer executes documents reasonably requested for perfection.

17. DEFAULT AND REMEDIES

17.1 Events of Default.

(a) Buyer's payment failure within [____] days after notice;

(b) Seller's delivery failure within [____] days after Scheduled Delivery Date;

(c) Seller's failure to cure Defects per Section 8.4;

(d) Material breach uncured for [____] days after notice;

(e) Insolvency, assignment for creditors, bankruptcy, or receivership; or

(f) Anticipatory repudiation. Wis. Stat. § 402.610 (UCC § 2-610).

17.2 Seller's Remedies.

(a) Withhold delivery;

(b) Stop in transit (Wis. Stat. § 402.705; UCC § 2-705);

(c) Resell and recover (Wis. Stat. § 402.706; UCC § 2-706);

(d) Recover price (Wis. Stat. § 402.709; UCC § 2-709);

(e) Recover damages for non-acceptance (Wis. Stat. § 402.708; UCC § 2-708); and

(f) Exercise secured party remedies (Wis. Stat. § 409.609; UCC § 9-609).

17.3 Buyer's Remedies.

(a) Reject (Section 7.4);

(b) Revoke acceptance (Section 7.6);

(c) Cancel and recover (Wis. Stat. § 402.711; UCC § 2-711);

(d) Cover (Wis. Stat. § 402.712; UCC § 2-712);

(e) Damages for non-delivery (Wis. Stat. § 402.713; UCC § 2-713); and

(f) Specific performance (Wis. Stat. § 402.716; UCC § 2-716).

17.4 Cumulative Remedies. Cumulative and in addition to other legal remedies. Wis. Stat. § 402.719.

17.5 Statute of Limitations. Actions for breach of this Agreement must be commenced within six (6) years after accrual (Wis. Stat. § 893.43). The Parties [do / do not] agree to reduce the period to [____] year(s) (minimum one year per Wis. Stat. § 402.725(1)).

18. TERM AND TERMINATION

18.1 Term. Effective as of the Effective Date; continues until all obligations performed or earlier terminated.

18.2 Termination for Default. Upon uncured Event of Default per Section 17.1.

18.3 Termination for Insolvency. Immediate upon insolvency, bankruptcy, or receivership.

18.4 Termination for Convenience. Buyer may terminate upon [____] days' notice. Buyer pays for accepted Equipment, WIP at cost, and non-cancellable commitments.

18.5 Survival. Sections 8, 12, 13, 14, 15, 16, 17, 19, and 20 survive.

19. DISPUTE RESOLUTION

19.1 Negotiation. Good-faith negotiation for [30] days minimum.

19.2 Mediation. Non-binding mediation in [Milwaukee / Madison / ____________], Wisconsin. Costs shared.

19.3 Litigation / Arbitration.

☐ Option A — Litigation. Exclusive jurisdiction: Wisconsin Circuit Court for [Milwaukee / Dane / Waukesha / ____________] County and the United States District Court for the [Eastern / Western] District of Wisconsin.

☐ Option B — Arbitration. Binding arbitration under [AAA / JAMS] Commercial Rules in [Milwaukee / Madison], Wisconsin, before [one / three] arbitrator(s).

19.4 Jury Waiver.

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

Buyer Initials: ________ Seller Initials: ________

19.5 Attorneys' Fees. Prevailing Party entitled to reasonable attorneys' fees and costs.

20. GENERAL PROVISIONS

20.1 Governing Law. Governed by Wisconsin law, including the Wisconsin UCC (Wis. Stat. Chs. 401–411), without conflict-of-law provisions.

20.2 Notices. Written; effective upon: (a) personal delivery; (b) overnight courier; (c) certified mail; or (d) email with confirmed receipt.

20.3 Assignment. No assignment without consent, except to affiliates or in connection with mergers/acquisitions.

20.4 Force Majeure. Not liable for delays in non-monetary obligations due to events beyond control. Notice required; mitigation; termination right after [____] days.

20.5 Insurance.

(a) Seller: CGL of $[AMOUNT] per occurrence; products/completed operations; workers' compensation per Wisconsin law (Wis. Stat. Ch. 102).

(b) Buyer: Property insurance for Equipment's replacement value after risk of loss transfers.

20.6 Taxes.

(a) Purchase Price [includes / does not include] sales and use taxes.

(b) Buyer responsible for Wisconsin sales tax (5% state + applicable 0.5% county = typically 5.5%) and use tax (Wis. Stat. § 77.53), unless exempt.

(c) Manufacturing Exemption (Wis. Stat. § 77.54(6)(am)). If Buyer claims this exemption, Buyer must certify that the Equipment will be used exclusively and directly in manufacturing tangible personal property (note: Wisconsin's "exclusively" standard is stricter than the "primarily" standard used by most states). Buyer must provide a valid Wisconsin Form S-211.

(d) Each Party responsible for its own income taxes.

20.7 Compliance with Laws. Full compliance with Applicable Law, including anti-corruption and export control laws.

20.8 Independent Contractors. No agency, partnership, or employment relationship.

20.9 Severability. Invalid provisions modified to minimum extent; remainder in full force.

20.10 Waiver. Only by signed writing.

20.11 Electronic Signatures.

This Agreement may be executed electronically per Wisconsin's UETA (Wis. Stat. §§ 137.11–137.26) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.).

20.12 Deceptive Trade Practices. The Wisconsin Deceptive Trade Practices Act (Wis. Stat. § 100.18) prohibits untrue, deceptive, or misleading representations in business transactions. Violations may result in damages and attorneys' fees.

20.13 Counterparts. May be executed in counterparts.

20.14 Entire Agreement. This Agreement and Exhibits supersede all prior agreements.

20.15 Amendment. Only by signed writing.

20.16 Headings. For convenience only.

21. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

SELLER:

BUYER:

JURY WAIVER ACKNOWLEDGMENT:

☐ Buyer acknowledges that it has read, understood, and voluntarily agreed to the jury waiver in Section 19.4.

☐ Seller acknowledges that it has read, understood, and voluntarily agreed to the jury waiver in Section 19.4.

EXHIBIT A — EQUIPMENT SPECIFICATIONS

Performance Specifications: [________________________________]

Standards: ☐ OSHA Compliant ☐ UL Listed ☐ CE Marked ☐ ISO 9001 ☐ Other: [____________]

Utilities / Site Conditions:

• Electrical: [________________________________]
• Compressed Air: [________________________________]
• Environmental: [________________________________]

EXHIBIT B — PRICE SCHEDULE AND PAYMENT MILESTONES

Wisconsin Tax Note: State rate 5% + typically 0.5% county = 5.5%. Manufacturing exemption per Wis. Stat. § 77.54(6)(am) requires exclusive and direct use plus Form S-211.

EXHIBIT C — INSTALLATION AND COMMISSIONING PLAN

Commissioning Criteria: [________________________________]

EXHIBIT D — TRAINING SCHEDULE

EXHIBIT E — MAINTENANCE AND SERVICE TERMS

Warranty-Period Maintenance:

• PM visits: [____] per year
• Response: [____] hours
• Availability: ☐ 8x5 ☐ 12x5 ☐ 24x7

Post-Warranty Options:

☐ Full Service: $[________]/year

☐ Parts-Only: $[________]/year

☐ Time and Materials: At then-current rates

Spare Parts: [____] years from Acceptance

This template is provided for informational purposes only and does not constitute legal advice. This document must be reviewed by a qualified attorney licensed in Wisconsin before execution. Statutes referenced are current as of the last_updated date; verify for subsequent amendments.