Equipment Sales Agreement

EQUIPMENT SALES AGREEMENT

STATE OF WEST VIRGINIA

This Equipment Sales Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date"), by and between:

SELLER:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Telephone: [________________________________]
Email: [________________________________]
Tax ID/EIN: [________________________________]

BUYER:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Telephone: [________________________________]
Email: [________________________________]
Tax ID/EIN: [________________________________]

(Seller and Buyer are collectively referred to as the "Parties" and individually as a "Party.")

ARTICLE 1: DEFINITIONS

1.1 "Acceptance" means Buyer's acceptance of the Equipment as defined in W. Va. Code § 46-2-606, occurring when Buyer, after a reasonable opportunity to inspect, signifies that the Equipment is conforming or will be retained despite non-conformity, fails to make an effective rejection, or does any act inconsistent with Seller's ownership.

1.2 "Business Day" means any day other than Saturday, Sunday, or a legal holiday observed in the State of West Virginia.

1.3 "Conforming Goods" means Equipment that conforms to the descriptions, specifications, and requirements set forth in this Agreement and Exhibit A, as provided under W. Va. Code § 46-2-106.

1.4 "Delivery Date" means the date specified in Section 4.1 or Exhibit A by which Seller shall tender delivery of the Equipment.

1.5 "Equipment" means the goods, machinery, apparatus, devices, and related items described in Exhibit A (Equipment Schedule), which Seller agrees to sell and Buyer agrees to purchase pursuant to this Agreement.

1.6 "Force Majeure Event" means an event beyond the reasonable control of a Party, including acts of God, war, terrorism, civil unrest, natural disasters, government actions, epidemics, pandemics, labor disputes, or other circumstances that prevent performance.

1.7 "Good Faith" means honesty in fact and the observance of reasonable commercial standards of fair dealing, as defined in W. Va. Code § 46-1-201(b)(20).

1.8 "Inspection Period" means the period during which Buyer may inspect the Equipment prior to Acceptance, as set forth in Section 5.1.

1.9 "Merchant" means a person who deals in goods of the kind or otherwise by occupation holds himself or herself out as having knowledge or skill peculiar to the practices or goods involved in the transaction, as defined in W. Va. Code § 46-2-104.

1.10 "Purchase Price" means the total consideration payable by Buyer to Seller for the Equipment, as specified in Article 3.

ARTICLE 2: DESCRIPTION OF EQUIPMENT

2.1 Agreement to Sell and Purchase. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and deliver the Equipment to Buyer, and Buyer agrees to purchase and accept delivery of the Equipment from Seller.

2.2 Equipment Description. The Equipment to be sold under this Agreement is described in detail in Exhibit A (Equipment Schedule), which is attached hereto and incorporated by reference.

2.3 Equipment Identification (complete all applicable fields):

2.4 Condition of Equipment (select one):

☐ New: Equipment is new, unused, and in original manufacturer packaging
☐ Used: Equipment has been previously owned and/or operated
☐ Refurbished: Equipment has been restored or reconditioned
☐ Demo/Display: Equipment was used for demonstration or display purposes

2.5 Equipment Specifications:

[________________________________]
[________________________________]
[________________________________]
[________________________________]

2.6 Included Components and Accessories:

☐ [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

2.7 Included Documentation:

☐ Owner's/Operator's Manual
☐ Maintenance Records and Service History
☐ Calibration Certificates
☐ Safety Data Sheets (SDS)
☐ Warranty Documentation
☐ Certificate of Origin/Title
☐ Other: [________________________________]

2.8 Identification of Goods. The Equipment shall be identified to this Agreement in accordance with W. Va. Code § 46-2-501 upon:

☐ Execution of this Agreement (Equipment is existing and identified)
☐ Shipment or marking of Equipment by Seller
☐ Other: [________________________________]

2.9 Statute of Frauds. This Agreement constitutes a writing sufficient to satisfy the requirements of W. Va. Code § 46-2-201 for contracts for the sale of goods exceeding $500.00.

ARTICLE 3: PURCHASE PRICE AND PAYMENT TERMS

3.1 Purchase Price. The total Purchase Price for the Equipment is as follows:

3.2 Payment Schedule (select one):

☐ Full Payment Upon Execution: Buyer shall pay 100% of the Purchase Price upon execution of this Agreement.

☐ Deposit with Balance Due:

• Deposit due upon execution: $[________________________________] ([____]%)
• Balance due upon: ☐ Delivery ☐ Acceptance ☐ Other: [________________________________]
• Balance amount: $[________________________________] ([____]%)

☐ Installment Payments:

☐ Other Payment Terms: [________________________________]

3.3 Method of Payment (select all acceptable methods):

☐ Wire transfer
☐ ACH electronic transfer
☐ Certified check or cashier's check
☐ Company check
☐ Credit card (subject to [____]% processing fee)
☐ Other: [________________________________]

3.4 Wire Transfer Instructions:

Bank Name: [________________________________]
Bank Address: [________________________________]
Routing Number (ABA): [________________________________]
Account Number: [________________________________]
Account Name: [________________________________]
Reference: [________________________________]

3.5 Late Payment and Interest. If Buyer fails to make any payment when due:

(a) A late fee of $[________________________________] or [____]% of the overdue amount (whichever is greater) shall be assessed.

(b) Interest shall accrue on the overdue amount at the rate of:

☐ Six percent (6%) per annum (West Virginia statutory legal rate per W. Va. Code § 47-6-5)
☐ Eight percent (8%) per annum (maximum written contract rate per W. Va. Code § 47-6-5)
☐ Other: [____]% per annum

Interest shall accrue from the due date until payment is received in full.

3.6 Taxes and Fees.

(a) Buyer shall be responsible for all applicable sales, use, excise, personal property, or other taxes and fees imposed on the sale, transfer, registration, or ownership of the Equipment.

(b) If Buyer claims tax exemption, Buyer shall provide Seller with a valid West Virginia exemption certificate prior to delivery.

(c) Seller's Tax Exemption Certificate Number (if applicable): [________________________________]

3.7 Security Interest.

☐ Security Interest Reserved: Until the Purchase Price is paid in full, Seller reserves and Buyer hereby grants to Seller a purchase money security interest ("PMSI") in the Equipment pursuant to W. Va. Code § 46-9-103. Buyer authorizes Seller to file a UCC-1 financing statement with the West Virginia Secretary of State to perfect this security interest. Buyer agrees to execute any additional documents reasonably requested by Seller to perfect or maintain such security interest.

☐ No Security Interest: Payment is due in full prior to or upon delivery; no security interest is reserved.

ARTICLE 4: DELIVERY TERMS

4.1 Delivery.

Delivery Date: On or before [__/__/____], or within [____] Business Days of [________________________________]

Delivery Location:
[________________________________]
[________________________________]
[________________________________]

Delivery Contact: [________________________________]
Contact Phone: [________________________________]
Contact Email: [________________________________]

4.2 Delivery Method (F.O.B. Terms) - Select One:

☐ F.O.B. Origin (Shipping Point): Risk of loss passes to Buyer when Equipment is delivered to the carrier at Seller's location. Seller's performance is complete upon delivery to the carrier. Per W. Va. Code § 46-2-319(1)(a), Seller must:

• Put Equipment in the possession of the carrier
• Make a reasonable contract for transportation
• Obtain and tender any necessary documents
• Promptly notify Buyer of shipment

☐ F.O.B. Destination: Risk of loss passes to Buyer upon tender of delivery at Buyer's specified destination. Per W. Va. Code § 46-2-319(1)(b), Seller bears all risk during transit and must:

• Transport Equipment to the destination at Seller's expense
• Tender delivery at a reasonable hour
• Make Equipment available for a reasonable time for Buyer to take possession

☐ Ex Works (Seller's Premises): Buyer assumes all responsibility and risk upon taking possession of Equipment at Seller's location.

☐ Delivered Duty Paid (DDP): Seller is responsible for all costs, risks, and duties until Equipment arrives at Buyer's location.

☐ Other Terms: [________________________________]

4.3 Carrier Selection:

☐ Seller shall select the carrier
☐ Buyer shall select the carrier
☐ Parties shall mutually agree on carrier selection

Designated Carrier (if known): [________________________________]
Carrier Account Number: [________________________________]

4.4 Shipping and Freight Costs:

☐ Seller pays all shipping/freight costs
☐ Buyer pays all shipping/freight costs
☐ Costs shared: Seller pays [____]%; Buyer pays [____]%
☐ Prepaid by Seller and added to invoice
☐ Other arrangement: [________________________________]

Estimated Shipping Cost: $[________________________________]

4.5 Insurance During Transit.

The Party bearing risk of loss shall obtain and maintain cargo insurance covering the full replacement value of the Equipment during transit.

Insurance Provider: [________________________________]
Policy Number: [________________________________]
Coverage Amount: $[________________________________]

4.6 Packing and Crating.

☐ Standard commercial packaging included in Purchase Price
☐ Special packaging required at additional cost of $[________________________________]
☐ Export crating required at additional cost of $[________________________________]

4.7 Delay in Delivery.

(a) Seller shall notify Buyer promptly in writing if Seller anticipates any delay in delivery.

(b) If delivery is delayed more than [____] Business Days beyond the Delivery Date (absent Force Majeure), Buyer may:

☐ Accept delayed delivery with no price adjustment
☐ Accept delayed delivery with a price reduction of $[________________________________] or [____]% per day of delay
☐ Cancel this Agreement and receive a full refund of all amounts paid
☐ Pursue remedies under Article 10

4.8 Partial Delivery:

☐ Partial deliveries are permitted
☐ Partial deliveries are NOT permitted; all Equipment must be delivered together

ARTICLE 5: INSPECTION AND ACCEPTANCE

5.1 Right to Inspection. Pursuant to W. Va. Code § 46-2-513, Buyer shall have the right to inspect the Equipment before payment or acceptance.

Inspection Period: [____] Business Days from date of delivery

Inspection Location:

☐ Buyer's premises (delivery location)
☐ Seller's premises prior to shipment
☐ Third-party inspection facility: [________________________________]
☐ Other: [________________________________]

5.2 Scope of Inspection. Buyer's inspection may include:

☐ Visual examination for damage, defects, and missing components
☐ Verification of serial numbers, model numbers, and specifications
☐ Operational testing and functional verification
☐ Review of documentation, manuals, and certifications
☐ Measurement, calibration, and performance verification
☐ Third-party inspection by: [________________________________]
☐ Other: [________________________________]

5.3 Inspection Expenses. Per W. Va. Code § 46-2-513(2), inspection expenses shall be borne by Buyer, but may be recovered from Seller if the Equipment is rightfully rejected as non-conforming.

5.4 Acceptance. Acceptance of the Equipment occurs under W. Va. Code § 46-2-606 when Buyer:

(a) After a reasonable opportunity to inspect, signifies to Seller that the Equipment is conforming or will be retained despite non-conformity;
(b) Fails to make an effective rejection within the Inspection Period; or
(c) Does any act inconsistent with Seller's ownership.

5.5 Effect of Acceptance. Upon Acceptance:

(a) Buyer must pay at the contract rate for any goods accepted per W. Va. Code § 46-2-607(1);
(b) Buyer loses the right to reject the Equipment;
(c) Buyer must notify Seller of any breach within a reasonable time after discovery or breach is barred per W. Va. Code § 46-2-607(3); and
(d) Buyer bears the burden of establishing any breach regarding accepted goods.

5.6 Rejection of Non-Conforming Equipment. Pursuant to W. Va. Code § 46-2-601, if the Equipment fails to conform to this Agreement, Buyer may:

☐ Reject the entire shipment
☐ Accept the entire shipment
☐ Accept any commercial unit(s) and reject the rest

5.7 Manner of Rejection. To effectively reject Equipment under W. Va. Code § 46-2-602:

(a) Rejection must occur within a reasonable time after delivery;
(b) Buyer must notify Seller in writing of the rejection;
(c) Notice must specify the defects or non-conformities; and
(d) Buyer must hold rejected Equipment with reasonable care at Seller's disposition.

5.8 Seller's Right to Cure. Pursuant to W. Va. Code § 46-2-508:

(a) If time for performance has not expired, Seller may notify Buyer of intention to cure and make conforming delivery within the contract time;
(b) If Buyer rejects Equipment that Seller had reasonable grounds to believe would be acceptable, Seller may have additional reasonable time to substitute conforming goods upon seasonable notification.

5.9 Revocation of Acceptance. Buyer may revoke acceptance under W. Va. Code § 46-2-608 if:

(a) The non-conformity substantially impairs the value of the Equipment to Buyer;
(b) Buyer accepted on the reasonable assumption that non-conformity would be cured and it was not seasonably cured; or
(c) Buyer accepted without discovery of the non-conformity and acceptance was reasonably induced by difficulty of discovery or Seller's assurances.

Revocation must occur within a reasonable time after Buyer discovers or should have discovered the non-conformity and before any substantial change in condition not caused by defects.

ARTICLE 6: TITLE AND SECURITY INTERESTS

6.1 Passage of Title. Pursuant to W. Va. Code § 46-2-401, title to the Equipment shall pass from Seller to Buyer:

☐ Upon execution of this Agreement and identification of Equipment
☐ Upon payment in full of the Purchase Price
☐ Upon delivery to carrier (F.O.B. Origin)
☐ Upon tender of delivery at destination (F.O.B. Destination)
☐ Upon Buyer's Acceptance of the Equipment
☐ Other: [________________________________]

6.2 Risk of Loss - No Breach. In the absence of breach, risk of loss passes in accordance with W. Va. Code § 46-2-509:

(a) Shipment Contract (F.O.B. Origin): Risk passes to Buyer when Equipment is duly delivered to carrier.
(b) Destination Contract (F.O.B. Destination): Risk passes to Buyer when Equipment is tendered at destination.
(c) Other Cases: If Seller is a merchant, risk passes upon Buyer's receipt; if Seller is not a merchant, risk passes upon tender of delivery.

6.3 Risk of Loss - Effect of Breach. Per W. Va. Code § 46-2-510:

(a) If Equipment fails to conform so as to give a right of rejection, risk of loss remains on Seller until cure or acceptance;
(b) If Buyer rightfully revokes acceptance, Buyer may treat risk as having rested on Seller to the extent of any deficiency in Buyer's insurance;
(c) If Buyer repudiates before risk passes, Seller may treat risk as resting on Buyer for a commercially reasonable time to the extent of deficiency in Seller's insurance.

6.4 Reservation of Security Interest. Per W. Va. Code § 46-2-401(1), any retention or reservation of title by Seller after shipment or delivery to Buyer is limited to a reservation of a security interest.

6.5 Good and Marketable Title. Seller warrants that:

(a) Seller has good and marketable title to the Equipment;
(b) Transfer of title shall be rightful; and
(c) Equipment shall be delivered free from any security interest, lien, or encumbrance except:

☐ No exceptions - title is clear
☐ The following disclosed encumbrances: [________________________________]

6.6 Certificate of Title. If the Equipment requires a certificate of title:

☐ Seller shall provide a properly executed certificate of title, free of liens, at or before delivery
☐ Seller shall assist Buyer with title transfer and registration
☐ Buyer shall be responsible for all title transfer and registration fees
☐ Not applicable - Equipment does not require certificate of title

ARTICLE 7: WARRANTIES

7.1 Express Warranties. Seller makes the following express warranties pursuant to W. Va. Code § 46-2-313:

☐ Warranty Against Defects: Seller warrants that the Equipment shall be free from defects in materials and workmanship under normal use for a period of [________________________________] from the date of delivery/acceptance.

☐ Conformity to Specifications: Seller warrants that the Equipment conforms to the specifications, descriptions, and samples (if any) set forth in Exhibit A.

☐ Performance Warranty: Seller warrants that the Equipment will perform in accordance with the following standards:
[________________________________]
[________________________________]

☐ Manufacturer's Warranty: The Equipment is covered by the manufacturer's warranty. Seller assigns to Buyer all transferable manufacturer warranties. Manufacturer warranty period: [________________________________]

☐ Additional Express Warranties:
[________________________________]
[________________________________]

7.2 Implied Warranty of Merchantability. Unless expressly excluded in Section 7.5, if Seller is a merchant with respect to goods of this kind, Seller warrants pursuant to W. Va. Code § 46-2-314 that the Equipment shall be merchantable, meaning it:

(a) Passes without objection in the trade under the contract description;
(b) Is of fair average quality within the description;
(c) Is fit for the ordinary purposes for which such goods are used;
(d) Is of even kind, quality, and quantity within each unit and among all units;
(e) Is adequately contained, packaged, and labeled; and
(f) Conforms to any promises or affirmations of fact made on the container or label.

7.3 Implied Warranty of Fitness for Particular Purpose. Unless expressly excluded in Section 7.5, if Seller has reason to know of any particular purpose for which the Equipment is required and that Buyer is relying on Seller's skill or judgment to select suitable Equipment, Seller warrants pursuant to W. Va. Code § 46-2-315 that the Equipment shall be fit for such purpose.

Buyer's Particular Purpose (if applicable): [________________________________]

7.4 Warranty of Title and Against Infringement. Seller warrants pursuant to W. Va. Code § 46-2-312 that:

(a) Title shall be good and transfer shall be rightful;
(b) Equipment shall be delivered free from any security interest, lien, or encumbrance unknown to Buyer; and
(c) Equipment shall be delivered free of any rightful claim of infringement by any third party (if Seller is a merchant regularly dealing in goods of this kind).

7.5 Exclusion or Modification of Warranties. Pursuant to W. Va. Code § 46-2-316, the following warranty exclusions or modifications apply:

FOR USED EQUIPMENT SOLD "AS IS" (if applicable):

☐ "AS IS" DISCLAIMER:

IMPORTANT - READ CAREFULLY: THE EQUIPMENT IS SOLD "AS IS" AND "WITH ALL FAULTS." EXCEPT FOR THE WARRANTY OF TITLE IN SECTION 7.4, SELLER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES HAVING HAD THE OPPORTUNITY TO INSPECT THE EQUIPMENT AND ACCEPTS THE EQUIPMENT IN ITS PRESENT CONDITION.

Buyer's Initials: [____] Seller's Initials: [____]

FOR NEW OR WARRANTED EQUIPMENT:

☐ Limited Warranty Disclaimer:

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY W. VA. CODE § 46-2-316.

Buyer's Initials: [____] Seller's Initials: [____]

☐ No Warranty Exclusions: All implied warranties under the West Virginia UCC apply without modification.

7.6 Warranty Period.

Express Warranty Period: [________________________________] from ☐ delivery ☐ acceptance
Implied Warranty Period (if not excluded): [________________________________] from ☐ delivery ☐ acceptance

7.7 Warranty Claims Procedure. To make a warranty claim, Buyer must:

(a) Notify Seller in writing within [____] days of discovering the defect or non-conformity;
(b) Provide a detailed description of the defect or non-conformity;
(c) Allow Seller reasonable opportunity to inspect and cure;
(d) Follow Seller's reasonable instructions for return, repair, or replacement; and
(e) Obtain a Return Material Authorization (RMA) number if required.

Warranty Claims Contact:
Name: [________________________________]
Phone: [________________________________]
Email: [________________________________]
Address: [________________________________]

7.8 Warranty Remedies. Upon a valid warranty claim, Seller shall, at Seller's sole option:

☐ Repair the defective Equipment at no cost to Buyer
☐ Replace the defective Equipment with conforming goods
☐ Refund the Purchase Price (or pro-rata portion thereof)
☐ Provide a credit toward future purchases
☐ Other: [________________________________]

7.9 Warranty Exclusions. Warranties do not cover defects or damage caused by:

(a) Misuse, abuse, negligence, or accident;
(b) Improper installation, operation, or maintenance;
(c) Unauthorized modifications, alterations, or repairs;
(d) Normal wear and tear;
(e) Use of non-approved parts, accessories, or supplies;
(f) Environmental conditions beyond Equipment specifications;
(g) Acts of God, power surges, or other external causes; or
(h) Failure to follow manufacturer's instructions.

ARTICLE 8: REPRESENTATIONS AND WARRANTIES OF THE PARTIES

8.1 Seller's Representations and Warranties. Seller represents and warrants that:

(a) Seller has full power and authority to enter into this Agreement and to sell the Equipment;
(b) Seller is the lawful owner of the Equipment or has authority from the owner to sell;
(c) Seller has good and marketable title to the Equipment, free and clear of all liens, encumbrances, and security interests (except as disclosed);
(d) The sale of the Equipment does not violate any agreement, law, or court order;
(e) The Equipment does not infringe any patent, trademark, copyright, or other intellectual property right;
(f) All information provided by Seller regarding the Equipment is true, accurate, and complete;
(g) There are no pending or threatened claims, actions, or proceedings against the Equipment;
(h) If Seller is an entity, Seller is duly organized, validly existing, and in good standing; and
(i) The person signing on behalf of Seller has authority to bind Seller.

8.2 Buyer's Representations and Warranties. Buyer represents and warrants that:

(a) Buyer has full power and authority to enter into this Agreement;
(b) Buyer has the financial ability to pay the Purchase Price when due;
(c) Buyer will use the Equipment only for lawful purposes and in compliance with applicable laws;
(d) If Buyer is an entity, Buyer is duly organized, validly existing, and in good standing; and
(e) The person signing on behalf of Buyer has authority to bind Buyer.

8.3 Condition Disclosure (For Used Equipment). Seller discloses the following known defects, damage, or issues:

☐ None known
☐ The following: [________________________________]
[________________________________]
[________________________________]

ARTICLE 9: INDEMNIFICATION

9.1 Seller's Indemnification. Seller shall indemnify, defend, and hold harmless Buyer and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Any breach by Seller of this Agreement, including breach of warranty;
(b) Any claim that the Equipment infringes any patent, copyright, trademark, trade secret, or other intellectual property right;
(c) Seller's negligence, fraud, or willful misconduct;
(d) Any lien, encumbrance, or claim against the Equipment existing prior to transfer of title; and
(e) Any personal injury or property damage caused by defects in the Equipment existing at the time of sale.

9.2 Buyer's Indemnification. Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Any breach by Buyer of this Agreement;
(b) Buyer's use, operation, modification, or maintenance of the Equipment after delivery;
(c) Buyer's negligence or willful misconduct;
(d) Any injury or damage caused by the Equipment after risk of loss passes to Buyer, except to the extent caused by Seller's breach of warranty; and
(e) Buyer's failure to comply with applicable laws or regulations.

9.3 Indemnification Procedure.

(a) The indemnified Party shall promptly notify the indemnifying Party in writing of any claim;
(b) The indemnifying Party shall have the right to assume control of the defense;
(c) The indemnified Party shall cooperate in the defense at the indemnifying Party's expense;
(d) The indemnified Party shall not settle any claim without the indemnifying Party's prior written consent; and
(e) Failure to provide prompt notice shall not relieve the indemnifying Party except to the extent prejudiced by such failure.

ARTICLE 10: LIMITATION OF LIABILITY

10.1 Limitation of Remedies. Pursuant to W. Va. Code § 46-2-719, the Parties agree that Buyer's exclusive remedy for any breach of this Agreement or any warranty shall be limited to:

☐ Repair or replacement of non-conforming Equipment
☐ Refund of the Purchase Price paid for non-conforming Equipment
☐ Repair, replacement, or refund at Seller's sole option
☐ Other: [________________________________]

10.2 Failure of Essential Purpose. If the exclusive remedy fails of its essential purpose (e.g., Seller is unable or unwilling to repair or replace within a reasonable time), Buyer may pursue any remedy available under the West Virginia UCC, subject to the limitations in this Article.

10.3 Exclusion of Consequential and Incidental Damages.

TO THE MAXIMUM EXTENT PERMITTED BY W. VA. CODE § 46-2-719(3), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

(a) LOSS OF PROFITS, REVENUE, OR ANTICIPATED SAVINGS;
(b) LOSS OF USE OF THE EQUIPMENT;
(c) LOSS OF BUSINESS OR BUSINESS OPPORTUNITY;
(d) COST OF SUBSTITUTE EQUIPMENT OR COVER;
(e) COST OF CAPITAL OR FINANCING;
(f) DAMAGE TO OTHER PROPERTY;
(g) CLAIMS BY THIRD PARTIES; OR
(h) ANY OTHER ECONOMIC OR COMMERCIAL LOSS.

THIS EXCLUSION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Buyer's Initials: [____] Seller's Initials: [____]

10.4 Exception for Personal Injury. Per W. Va. Code § 46-2-719(3), limitation of consequential damages for personal injury in the case of consumer goods is prima facie unconscionable. Accordingly, the exclusion in Section 10.3 shall NOT apply to claims for personal injury caused by the Equipment if this transaction involves consumer goods.

10.5 Cap on Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, SELLER'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED:

☐ The total Purchase Price actually paid by Buyer
☐ $[________________________________]
☐ [____] times the Purchase Price
☐ Other: [________________________________]

10.6 Allocation of Risk. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS IN THIS ARTICLE REFLECT A FAIR ALLOCATION OF RISK, THAT THE PURCHASE PRICE REFLECTS THIS ALLOCATION, AND THAT THESE PROVISIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

ARTICLE 11: DEFAULT AND REMEDIES

11.1 Events of Default by Buyer. Buyer shall be in default upon:

(a) Failure to pay any amount when due, continuing for [____] Business Days after written notice;
(b) Failure to take delivery within [____] Business Days of tender;
(c) Repudiation or anticipatory breach under W. Va. Code § 46-2-610;
(d) Insolvency, bankruptcy filing, receivership, or assignment for benefit of creditors;
(e) Material misrepresentation in this Agreement; or
(f) Material breach of any other term not cured within [____] days of written notice.

11.2 Seller's Remedies Upon Buyer's Default. Upon Buyer's default, Seller may exercise any remedies available under the West Virginia UCC, including:

(a) Withhold Delivery of undelivered Equipment per W. Va. Code § 46-2-703(a);
(b) Stop Delivery in Transit per W. Va. Code §§ 46-2-703(b) and 46-2-705;
(c) Resell Equipment in a commercially reasonable manner and recover damages per W. Va. Code § 46-2-706;
(d) Recover Damages for non-acceptance per W. Va. Code § 46-2-708;
(e) Recover the Price for accepted Equipment or Equipment lost/damaged after risk passed per W. Va. Code § 46-2-709;
(f) Cancel the Agreement per W. Va. Code § 46-2-703(f);
(g) Recover Incidental Damages per W. Va. Code § 46-2-710; and
(h) Enforce Security Interest and repossess Equipment if PMSI was reserved.

11.3 Events of Default by Seller. Seller shall be in default upon:

(a) Failure to deliver Equipment by the Delivery Date, continuing for [____] Business Days after written notice (subject to Force Majeure);
(b) Delivery of non-conforming Equipment not cured within the time permitted under W. Va. Code § 46-2-508;
(c) Repudiation or anticipatory breach;
(d) Material breach of any representation, warranty, or covenant;
(e) Insolvency, bankruptcy filing, receivership, or assignment for benefit of creditors; or
(f) Material misrepresentation in this Agreement.

11.4 Buyer's Remedies Upon Seller's Default. Upon Seller's default, Buyer may exercise any remedies available under the West Virginia UCC, including:

(a) Reject Non-Conforming Equipment per W. Va. Code § 46-2-601;
(b) Revoke Acceptance if non-conformity substantially impairs value per W. Va. Code § 46-2-608;
(c) Cover by purchasing substitute goods and recover damages per W. Va. Code § 46-2-712;
(d) Recover Damages for Non-Delivery per W. Va. Code § 46-2-713;
(e) Recover Identified Goods from Seller per W. Va. Code § 46-2-502;
(f) Obtain Specific Performance where Equipment is unique per W. Va. Code § 46-2-716;
(g) Cancel the Agreement per W. Va. Code § 46-2-711;
(h) Recover Payments Made upon rightful rejection, revocation, or breach per W. Va. Code § 46-2-711(1); and
(i) Recover Incidental and Consequential Damages per W. Va. Code § 46-2-715 (subject to limitations in Article 10).

11.5 Cumulative Remedies. Except where expressly limited, remedies are cumulative and not exclusive of other remedies at law or equity.

11.6 Statute of Limitations. Per W. Va. Code § 46-2-725, any action for breach must be commenced within four (4) years after the cause of action accrues.

☐ The Parties agree to reduce the limitations period to [____] year(s) (minimum one year permitted)
☐ The statutory four-year period applies without modification

ARTICLE 12: INSTALLATION AND TRAINING (If Applicable)

12.1 Installation Services.

☐ Installation Included: Seller shall install the Equipment at Buyer's location.
☐ Installation Available at Additional Cost: $[________________________________]
☐ No Installation: Buyer is responsible for installation.

12.2 Installation Terms (if applicable):

(a) Installation shall be completed by: [__/__/____]
(b) Installation location: [________________________________]
(c) Site preparation requirements: [________________________________]
(d) Buyer shall provide: [________________________________]
(e) Installation acceptance criteria: [________________________________]

12.3 Training Services.

☐ Training Included: Seller shall provide [____] hours of training on Equipment operation.
☐ Training Available at Additional Cost: $[________________________________] for [____] hours
☐ No Training: Buyer is responsible for training.

12.4 Training Terms (if applicable):

(a) Training location: ☐ Buyer's site ☐ Seller's site ☐ Remote/Virtual
(b) Number of attendees: [____]
(c) Training dates: [________________________________]
(d) Training materials included: ☐ Yes ☐ No
(e) Additional training available at: $[________________________________] per hour/day

ARTICLE 13: MAINTENANCE AND SERVICE CONTRACTS (If Applicable)

13.1 Maintenance Agreement.

☐ Maintenance Included: Seller shall provide maintenance services for [________________________________] from delivery.
☐ Maintenance Available: A separate maintenance agreement is available upon request.
☐ No Maintenance Agreement: Buyer is responsible for all maintenance.

13.2 Maintenance Terms (if included):

(a) Maintenance Period: [________________________________]
(b) Response Time: [____] hours for on-site service
(c) Coverage: ☐ Parts ☐ Labor ☐ Travel ☐ Consumables
(d) Preventive Maintenance Schedule: [________________________________]
(e) Exclusions: [________________________________]

13.3 Extended Warranty/Service Contract.

☐ Extended Warranty Available: [________________________________] year(s) for $[________________________________]
☐ Full Service Contract Available: For $[________________________________] per year
☐ Not Available

13.4 Spare Parts.

☐ Seller guarantees availability of spare parts for [____] years from delivery
☐ Spare parts list and pricing attached as Exhibit [____]
☐ No spare parts guarantee

ARTICLE 14: WEST VIRGINIA CHOICE OF LAW AND DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia, including the West Virginia Uniform Commercial Code (W. Va. Code § 46-1-101 et seq.), without regard to conflict of laws principles that would require application of the laws of another jurisdiction.

14.2 Jurisdiction and Venue. The Parties agree that exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement shall be in:

☐ The Circuit Court of [________________________________] County, West Virginia
☐ The United States District Court for the Northern District of West Virginia
☐ The United States District Court for the Southern District of West Virginia
☐ State or federal courts in West Virginia, at Plaintiff's election

14.3 Alternative Dispute Resolution. Before initiating litigation, the Parties agree to:

☐ Negotiation: Good faith negotiations for [____] days after written notice of dispute.

☐ Mediation: Non-binding mediation before a mutually agreed mediator in [________________________________], West Virginia. Mediation costs shall be shared equally.

☐ Binding Arbitration: Binding arbitration administered by:
☐ American Arbitration Association (AAA)
☐ JAMS
☐ Other: [________________________________]

Location: [________________________________], West Virginia
Rules: [________________________________]
Number of Arbitrators: ☐ One ☐ Three

The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

☐ No ADR Required: Either Party may proceed directly to litigation.

14.4 Waiver of Jury Trial.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Buyer's Initials: [____] Seller's Initials: [____]

14.5 Attorneys' Fees and Costs. In any action or proceeding to enforce this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party:

☐ Reasonable attorneys' fees
☐ Court costs and filing fees
☐ Expert witness fees
☐ All collection costs

14.6 Injunctive Relief. Notwithstanding any ADR provisions, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.

ARTICLE 15: GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior negotiations, representations, and agreements, whether written or oral. Per W. Va. Code § 46-2-202, terms in this writing may not be contradicted by evidence of prior agreements.

15.2 Amendments and Modifications. This Agreement may not be amended except by a written instrument signed by both Parties. Any modification must comply with W. Va. Code § 46-2-209.

15.3 Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. No waiver shall constitute a continuing waiver or waiver of any other provision.

15.4 Severability. If any provision is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.5 Assignment. Neither Party may assign this Agreement without prior written consent of the other Party, except:

(a) Seller may assign the right to receive payment;
(b) Either Party may assign to an affiliate or successor in a merger, acquisition, or sale of substantially all assets; and
(c) Any purported assignment in violation hereof is void.

15.6 Notices. All notices shall be in writing and deemed given when:

(a) Delivered personally;
(b) Sent by certified mail, return receipt requested (effective 3 Business Days after mailing);
(c) Sent by overnight courier (effective 1 Business Day after sending); or
(d) Sent by email with delivery confirmation (effective upon confirmation).

Notices shall be sent to the addresses on page 1 or as updated in writing.

15.7 Force Majeure. Neither Party shall be liable for delay or failure to perform due to Force Majeure Events. The affected Party shall notify the other promptly and mitigate the impact. If delay exceeds [____] days, either Party may terminate without liability (except for amounts already due).

15.8 Electronic Signatures. This Agreement may be executed using electronic signatures in accordance with the West Virginia Uniform Electronic Transactions Act (W. Va. Code § 39A-1-1 et seq.). Electronic signatures shall have the same legal effect as original ink signatures.

15.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one agreement.

15.10 Headings. Section headings are for convenience only and shall not affect interpretation.

15.11 Construction. This Agreement shall be construed without regard to which Party drafted it. Ambiguities shall not be resolved against the drafter.

15.12 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party has rights hereunder.

15.13 Relationship of Parties. The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

15.14 Survival. The following provisions survive termination or expiration: Article 7 (Warranties, for the warranty period), Article 8 (Representations), Article 9 (Indemnification), Article 10 (Limitation of Liability), Article 11 (Default and Remedies), Article 14 (Dispute Resolution), and this Section 15.14.

15.15 Good Faith. The Parties shall perform their obligations in good faith consistent with W. Va. Code § 46-1-304.

15.16 Time of the Essence. Time is of the essence with respect to all dates and deadlines in this Agreement.

ARTICLE 16: EXECUTION

PRE-EXECUTION CHECKLIST:

☐ All blank fields completed accurately
☐ Exhibit A (Equipment Schedule) attached and completed
☐ Delivery terms confirmed and agreed
☐ Payment terms confirmed and agreed
☐ Warranty provisions reviewed and understood
☐ Limitation of liability provisions reviewed and initialed
☐ Jury waiver provision reviewed and initialed
☐ Both Parties have had opportunity to consult legal counsel
☐ Authorized signatories identified for each Party

IN WITNESS WHEREOF, the Parties have executed this Equipment Sales Agreement as of the Effective Date first written above.

SELLER:

If Entity:

Entity Name: [________________________________]

State of Formation: [________________________________]

By: ____________________________________________

Print Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

If Individual:

Signature: ____________________________________________

Print Name: [________________________________]

Date: [__/__/____]

BUYER:

If Entity:

Entity Name: [________________________________]

State of Formation: [________________________________]

By: ____________________________________________

Print Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

If Individual:

Signature: ____________________________________________

Print Name: [________________________________]

Date: [__/__/____]

EXHIBIT A: EQUIPMENT SCHEDULE

EQUIPMENT ITEM 1

Detailed Specifications:
[________________________________]
[________________________________]
[________________________________]

Included Accessories/Attachments:

☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

Included Documentation:

☐ Owner's Manual
☐ Service/Maintenance Records
☐ Calibration Certificates
☐ Other: [________________________________]

EQUIPMENT ITEM 2 (If Applicable)

Specifications:
[________________________________]
[________________________________]

Included Accessories:

☐ [________________________________]
☐ [________________________________]

EQUIPMENT ITEM 3 (If Applicable)

PRICING SUMMARY

DELIVERY INFORMATION

Ship To Address:
[________________________________]
[________________________________]
[________________________________]

Delivery Contact:
Name: [________________________________]
Phone: [________________________________]
Email: [________________________________]

Delivery Date: [__/__/____]

Delivery Instructions:
[________________________________]
[________________________________]

Special Requirements:

☐ Forklift/crane required for unloading
☐ Loading dock available
☐ Inside delivery required
☐ Liftgate required
☐ Appointment required - call: [________________________________]
☐ White glove delivery
☐ Other: [________________________________]

ACKNOWLEDGMENT OF EXHIBIT A

The Parties acknowledge that this Exhibit A is incorporated into and made a part of the Equipment Sales Agreement.

SELLER:

Signature: ____________________________________________

Print Name: [________________________________]

Date: [__/__/____]

BUYER:

Signature: ____________________________________________

Print Name: [________________________________]

Date: [__/__/____]

This template is provided for informational purposes only and does not constitute legal advice. The purchase and sale of equipment involves significant legal and financial considerations. Both Parties should consult with qualified West Virginia-licensed attorneys before executing this Agreement.