Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Wyoming 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 and Serial Numbers
• Exhibit B – Price Schedule and Payment Milestones
• Exhibit C – Installation and Commissioning Plan
• Exhibit D – Training and Documentation 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: [ENTITY TYPE] organized under the laws of [STATE OF ORGANIZATION]
• Principal Address: [________________________________]
• Tax ID (EIN): [________________________________]
• Wyoming Sales Tax Vendor License No.: [________________________________]

BUYER:

• Legal Name: [BUYER LEGAL NAME]
• Entity Type: [ENTITY TYPE] organized under the laws of [STATE OF ORGANIZATION]
• Principal Address: [________________________________]
• Tax ID (EIN): [________________________________]
• Wyoming Sales Tax Exemption Certificate No. (if applicable): [________________________________]

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

RECITALS

WHEREAS, Seller is in the business of manufacturing, distributing, or selling the equipment described herein;

WHEREAS, Buyer desires to purchase such equipment for use in [DESCRIBE INTENDED USE — e.g., oil/gas extraction, mining, ranching, construction, energy production] in the State of Wyoming;

WHEREAS, the Parties intend this Agreement to constitute a contract for the sale of goods governed by Wyoming UCC Article 2 (Wyo. Stat. Title 34.1, Art. 2); and

WHEREAS, the Parties desire to set forth the terms and conditions of such purchase and sale;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

2. DEFINITIONS

"Acceptance" means Buyer's express or implied acceptance per Section 7 and Wyo. Stat. § 34.1-2-606.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

"Applicable Law" means all applicable federal, state, and local statutes, regulations, ordinances, and rules, including Wyo. Stat. Title 34.1 and applicable WOGCC, MSHA, and DEQ regulations.

"Bill of Sale" means the document conveying title from Seller to Buyer.

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

"Closing" means consummation of purchase and sale.

"Commissioning" means testing and verification of Equipment operation per Specifications following Installation.

"Confidential Information" has the meaning in Section 15.

"Cure Period" has the meaning in Section 17.2.

"Delivery Date" means the date Seller tenders Equipment at the Delivery Point.

"Delivery Point" means [FOB LOCATION / BUYER'S FACILITY ADDRESS].

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

"Force Majeure Event" has the meaning in Section 20.6.

"Installation" means physical setup, assembly, connection, and calibration at Buyer's site.

"Inspection Period" means [NUMBER] Business Days following delivery (or Commissioning).

"Lien" means any mortgage, pledge, security interest, encumbrance, charge, or claim.

"Nonconformity" means failure to conform to Specifications or Section 8 warranties.

"Permitted Liens" means Liens on Exhibit A that Buyer has accepted.

"PMSI" means a purchase money security interest under Wyo. Stat. § 34.1-9-103.

"Purchase Price" has the meaning in Section 5.1.

"Rejection Notice" means written notice specifying Nonconformities per Section 7.3.

"Specifications" means technical specifications and parameters in Exhibit A.

"Warranty Period" means [NUMBER] months following Acceptance (or Commissioning, if later).

"WOGCC" means the Wyoming Oil and Gas Conservation Commission.

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell and Purchase

Seller agrees to sell, transfer, and deliver the Equipment, and Buyer agrees to purchase and accept it, free of all Liens except Permitted Liens.

3.2 Identification of Goods

Equipment identified upon marking, shipping, designation, or delivery to the Delivery Point (Wyo. Stat. § 34.1-2-501).

3.3 Quantity

As described in Exhibit A. Additional units require written amendment.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Specifications

Equipment shall conform to Exhibit A, including:

☐ Manufacturer name and model number
☐ Year of manufacture
☐ Serial number(s) and/or VIN(s)
☐ Physical dimensions, weight, and power requirements
☐ Performance specifications and rated capacities
☐ Safety certifications (OSHA, EPA, MSHA for mining, WOGCC for oil/gas)
☐ Software/firmware version (if applicable)
☐ Condition (new / refurbished / used — with operating hours if applicable)
☐ Included accessories, attachments, and consumables
☐ Environmental compliance certifications (DEQ, EPA Tier requirements, if applicable)

4.2 Changes to Specifications

No material changes without Buyer's prior written consent.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price

Buyer shall pay [AMOUNT IN WORDS] United States Dollars (USD $[AMOUNT]) (the "Purchase Price"), per Exhibit B.

5.2 Payment Milestones

5.3 Method of Payment

All payments in U.S. dollars by wire transfer or agreed method.

5.4 Late Payment Interest

Amounts not paid when due bear interest at [RATE]% per annum, calculated from due date until paid.

5.5 Taxes

(a) Sales and Use Tax. Wyoming imposes a 4% state sales tax on tangible personal property (Wyo. Stat. § 39-15-104). Counties may impose additional sales tax up to 2% for general purposes and specific purposes, bringing the combined rate to approximately 5-6%. Unless an exemption applies, Buyer shall pay all applicable taxes and Seller shall collect and remit.

(b) Exemptions. If Buyer claims a sales tax exemption, Buyer shall provide a valid Wyoming Exemption Certificate prior to delivery.

(c) No State Income Tax. Wyoming has no individual or corporate state income tax.

(d) Other Taxes. Each Party responsible for applicable federal taxes. Buyer responsible for any mineral severance or ad valorem taxes related to Equipment use.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

Seller shall deliver the Equipment [FOB ORIGIN / FOB DESTINATION / FCA (Incoterms 2020)] no later than [DELIVERY DEADLINE].

6.2 Risk of Loss

(a) FOB Origin: Risk passes upon delivery to carrier (Wyo. Stat. § 34.1-2-509(1)).
(b) FOB Destination: Risk passes upon tender at Delivery Point (Wyo. Stat. § 34.1-2-509(1)).
(c) Nonconforming: Risk remains with Seller until cure or acceptance (Wyo. Stat. § 34.1-2-510).

6.3 Shipping and Insurance

Seller arranges shipping with full replacement cost insurance. Shipping costs: [SELLER / BUYER / SPLIT: ________________].

6.4 Installation

☐ Installation by Seller included in Purchase Price
☐ Installation by Seller at additional cost of USD $[____]
☐ Buyer arranges its own installation

If Seller installs, per Exhibit C. Buyer provides site preparation.

6.5 Commissioning

Seller conducts commissioning tests per Exhibit C. Commissioning Certificate executed upon success.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

Buyer may inspect within the Inspection Period (Wyo. Stat. § 34.1-2-513). Inspection costs by Buyer unless Nonconformity found.

7.2 Acceptance

Acceptance when Buyer: (a) signifies conformance; (b) fails to reject timely; or (c) acts inconsistently with Seller's ownership (Wyo. Stat. § 34.1-2-606).

7.3 Rejection

Rejection by Rejection Notice within the Inspection Period (Wyo. Stat. §§ 34.1-2-601, 34.1-2-602).

7.4 Seller's Right to Cure

[NUMBER] Business Days to cure (Wyo. Stat. § 34.1-2-508). Failure triggers Section 17.

7.5 Revocation of Acceptance

Permitted if Nonconformity substantially impairs value and acceptance was on assumption of cure or without discovery due to Seller's assurances (Wyo. Stat. § 34.1-2-608).

8. WARRANTIES

8.1 Express Warranty

Seller warrants Equipment shall: (a) conform to Specifications; (b) be defect-free; (c) be new (unless otherwise stated); and (d) meet performance guarantees, for the Warranty Period (Wyo. Stat. § 34.1-2-313).

8.2 Implied Warranty of Merchantability

Unless disclaimed per Section 8.5, Equipment shall be merchantable (Wyo. Stat. § 34.1-2-314).

8.3 Implied Warranty of Fitness for a Particular Purpose

If Seller knows Buyer's purpose and Buyer relies on Seller's judgment (Wyo. Stat. § 34.1-2-315).

8.4 Warranty of Title and Against Infringement

Good title, freedom from Liens, freedom from IP claims (Wyo. Stat. § 34.1-2-312).

8.5 Disclaimer of Warranties

☐ OPTION A – NO DISCLAIMER: All implied warranties apply.

☐ OPTION B – PARTIAL DISCLAIMER: EXCEPT AS SET FORTH IN SECTION 8.1, SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, PURSUANT TO WYO. STAT. § 34.1-2-316. THIS DISCLAIMER IS CONSPICUOUS.

☐ OPTION C – "AS IS" SALE: EQUIPMENT SOLD "AS IS" AND "WITH ALL FAULTS." NO WARRANTIES EXCEPT TITLE (WYO. STAT. § 34.1-2-312).

8.6 Warranty Remedies

Repair or replace during Warranty Period. If unsuccessful, Section 17 remedies apply.

8.7 Magnuson-Moss Act

If consumer product, disclaimers must comply with 15 U.S.C. §§ 2301-2312.

9. REPRESENTATIONS

9.1 Mutual Representations

Each Party represents:
(a) Duly organized, validly existing, in good standing.
(b) Full power and authority.
(c) Agreement is legal, valid, and binding.
(d) No conflict with agreements, laws, or organizational documents.

9.2 Seller's Additional Representations

(a) Good title, free of Liens except Permitted Liens.
(b) Equipment complies with OSHA, EPA, WOGCC (if oil/gas), MSHA (if mining), and Applicable Laws.
(c) No pending or threatened litigation.
(d) All necessary permits and licenses held.

9.3 Buyer's Additional Representations

(a) Financial capability for payment.
(b) Equipment used in compliance with Applicable Laws, including WOGCC and DEQ regulations.
(c) Buyer holds all necessary operating permits and approvals for its intended use of the Equipment.

10. TRAINING AND DOCUMENTATION

10.1 Training

☐ On-site operator training: [NUMBER] hours/days
☐ Remote / virtual training: [NUMBER] sessions
☐ Training at Seller's facility: [NUMBER] hours/days (travel by [PARTY])
☐ No training included

Details in Exhibit D.

10.2 Documentation

☐ Operation and maintenance manuals
☐ Parts lists and diagrams
☐ Safety data sheets (SDS)
☐ Calibration and testing records
☐ Certificate of origin / compliance
☐ Environmental compliance documentation (if applicable)
☐ Software/firmware documentation and license keys (if applicable)

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Maintenance Terms

☐ Seller provides maintenance during Warranty Period at no cost
☐ Optional maintenance plan per Exhibit E at USD $[AMOUNT]/year
☐ Buyer solely responsible after Acceptance

11.2 Spare Parts Availability

Parts available for [NUMBER] years with [NUMBER] months' discontinuation notice.

11.3 Service Level Commitments

If maintenance plan elected, response within [NUMBER] hours, on-site within [NUMBER] Business Days.

12. INDEMNIFICATION

12.1 Seller's Indemnification

Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates from claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from:
(a) Breach of Seller's representations, warranties, or obligations;
(b) Equipment defects causing personal injury or property damage;
(c) Third-party IP infringement;
(d) Undisclosed Liens; or
(e) Seller's violation of Applicable Law, including Wyo. Stat. Title 40, Ch. 12 (Consumer Protection).

12.2 Buyer's Indemnification

Buyer shall indemnify Seller from claims arising from:
(a) Buyer's breach;
(b) Buyer's use, modification, or resale after Acceptance (except Seller's warranty breach);
(c) Buyer's violation of Applicable Law; or
(d) Environmental contamination resulting from Buyer's operation of the Equipment.

12.3 Indemnification Procedure

(a) Prompt notice; (b) control of defense; (c) reasonable cooperation.

13. LIMITATION OF LIABILITY

13.1 Liability Cap

EXCEPT FOR (i) INDEMNIFICATION UNDER SECTION 12.1, (ii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (iii) WARRANTY OF TITLE, AND (iv) PAYMENT OBLIGATIONS, AGGREGATE LIABILITY SHALL NOT EXCEED [DOLLAR AMOUNT OR MULTIPLE OF PURCHASE PRICE].

13.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY WYOMING LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.

13.3 Essential Purpose

LIMITATIONS APPLY NOTWITHSTANDING FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE.

14. INTELLECTUAL PROPERTY

14.1 Ownership

Seller retains all IP rights.

14.2 License Grant

Non-exclusive, non-transferable, perpetual license for embedded software solely with the Equipment.

14.3 IP Infringement

Per Section 12.1(c). Inapplicable for unauthorized modification, combination, or off-Specification use.

15. CONFIDENTIALITY

15.1 Definition

"Confidential Information" means non-public information disclosed in connection with this Agreement. Exclusions: publicly available, previously known, independently developed, or from unrestricted third party.

15.2 Obligations

Use solely for this Agreement; protect with reasonable care; limit to need-to-know personnel.

15.3 Trade Secrets

Information qualifying under the Wyoming Uniform Trade Secrets Act (Wyo. Stat. Title 40, Ch. 24) is protected while it retains trade secret status. Remedies include injunctive relief, damages, and for willful and malicious misappropriation, exemplary damages up to twice other damages plus attorneys' fees (Wyo. Stat. §§ 40-24-103, 40-24-104).

15.4 Duration

Confidentiality obligations (except trade secrets) survive [NUMBER] years after termination.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Passage of Title

Title passes upon [SELECT: (a) full payment; (b) delivery; (c) Acceptance; (d) other].

16.2 Title Retention

☐ If elected: Until full payment, Seller retains title. PMSI under Wyo. Stat. § 34.1-9-103.

16.3 Purchase Money Security Interest (PMSI)

If Seller retains a security interest:
(a) Buyer grants PMSI in Equipment and all proceeds.
(b) Buyer authorizes filing UCC-1 with the Wyoming Secretary of State (Wyo. Stat. § 34.1-9-501).
(c) PMSI priority requires filing before or within twenty (20) days of possession (Wyo. Stat. § 34.1-9-324(a)).
(d) Buyer shall execute additional perfection documents.

16.4 Buyer's Obligations Pending Full Payment

Until full payment: (a) maintain in good condition; (b) insure for full replacement, Seller as loss payee; (c) no sale, lease, or encumbrance without consent; (d) no removal from Wyoming without consent.

17. DEFAULT AND REMEDIES

17.1 Events of Default

(a) Buyer Default: (i) payment failure after notice; (ii) uncured material breach; (iii) bankruptcy or insolvency.
(b) Seller Default: (i) delivery failure (subject to Force Majeure); (ii) uncured nonconformity; (iii) uncured material breach; (iv) bankruptcy or insolvency.

17.2 Notice and Cure Period

Written notice. Cure Period: [NUMBER] days; payment defaults: [NUMBER] Business Days.

17.3 Buyer's Remedies

Upon Seller Default:
(a) Cover (Wyo. Stat. § 34.1-2-712);
(b) Non-Delivery Damages (Wyo. Stat. § 34.1-2-713);
(c) Specific Performance (Wyo. Stat. § 34.1-2-716);
(d) Refund; or
(e) Incidental/Consequential Damages (Wyo. Stat. § 34.1-2-715), subject to Section 13.

17.4 Seller's Remedies

Upon Buyer Default:
(a) Withhold Delivery (Wyo. Stat. § 34.1-2-703);
(b) Resell (Wyo. Stat. § 34.1-2-706);
(c) Action for Price (Wyo. Stat. § 34.1-2-709);
(d) Non-Acceptance Damages (Wyo. Stat. § 34.1-2-708); or
(e) Repossession under PMSI (Wyo. Stat. § 34.1-9-609).

17.5 Cumulative Remedies

Remedies are cumulative and not exclusive.

17.6 Statute of Limitations

UCC actions: four (4) years (Wyo. Stat. § 34.1-2-725); reducible to one (1) year. General Wyoming written contract SOL: ten (10) years (Wyo. Stat. § 1-3-105(a)(i)). Oral contract SOL: eight (8) years (§ 1-3-105(a)(ii)).

18. TERM AND TERMINATION

18.1 Term

Effective until all obligations fully performed.

18.2 Termination for Default

Either Party may terminate upon uncured Event of Default.

18.3 Termination for Convenience

☐ Permitted upon [NUMBER] days' notice with payment adjustments.
☐ Not permitted.

18.4 Effect of Termination

Accrued obligations survive. Sections 8, 12, 13, 14, 15, 16, 17, 19, and 20 survive.

19. DISPUTE RESOLUTION

19.1 Governing Law

This Agreement is governed by Wyoming law, including the UCC (Wyo. Stat. Title 34.1), without conflict-of-laws principles.

19.2 Exclusive Jurisdiction and Venue

The Parties submit to the exclusive jurisdiction of the District Court of [COUNTY — e.g., Laramie, Natrona, Teton, Campbell, Sweetwater] County, Wyoming, or the United States District Court for the District of Wyoming. Each Party waives venue objections and inconvenient forum defenses.

19.3 Arbitration (Optional)

☐ OPTION A – ARBITRATION ELECTED: Disputes resolved by binding arbitration under [AAA / JAMS / OTHER] [Commercial Arbitration Rules], in [CITY], Wyoming.

☐ OPTION B – NO ARBITRATION: Section 19.2 governs.

19.4 Jury Trial Waiver

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

Initials: Seller _______ Buyer _______

19.5 Prevailing Party Attorneys' Fees

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

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement and all Exhibits constitute the entire agreement.

20.2 Amendments

No amendment effective unless in writing and signed by both Parties.

20.3 Assignment

No assignment without prior written consent, except to an Affiliate or in a merger/acquisition/asset sale. Unauthorized assignments void.

20.4 Notices

Written notices when: (a) delivered personally; (b) certified mail, return receipt; (c) overnight courier; or (d) confirmed email.

20.5 Severability

Invalid provisions reformed; remaining provisions in full force.

20.6 Force Majeure

Neither Party liable for delay (other than payment) due to causes beyond reasonable control, including acts of God, severe winter weather, blizzards, wildfire, pandemic, government action, labor disputes, or supply chain disruptions. Notice and mitigation required. Termination after [NUMBER] consecutive days.

20.7 Electronic Signatures

Electronic signatures valid under Wyoming UETA (Wyo. Stat. Title 40, Ch. 21) and federal E-SIGN Act (15 U.S.C. § 7001 et seq.). Counterparts permitted.

20.8 Waiver

Written waivers only. No waiver of breach constitutes waiver of subsequent breaches.

20.9 Relationship of Parties

Independent contractors. No partnership, joint venture, agency, or employment.

20.10 Third-Party Beneficiaries

No third-party rights except indemnified parties.

20.11 Construction

Construed without regard to drafting Party. Headings for convenience.

20.12 Consumer Protection

Seller shall comply with the Wyoming Consumer Protection Act (Wyo. Stat. Title 40, Ch. 12), which prohibits unconscionable or deceptive consumer acts. The Attorney General may seek injunctive relief and penalties.

20.13 No State Income Tax

Wyoming has no individual or corporate state income tax. The Purchase Price and this transaction are not subject to Wyoming state income tax.

20.14 Oil, Gas, and Mineral Equipment Provisions

If the Equipment is intended for use in oil, gas, or mineral extraction, exploration, or processing:
(a) Buyer represents that it holds all necessary permits from the WOGCC, DEQ, and other regulatory bodies.
(b) Seller represents that the Equipment meets all applicable environmental and safety standards for use in the relevant industry.
(c) Buyer assumes all responsibility for environmental compliance in the operation of the Equipment after Acceptance.

21. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties execute this Agreement as of the Effective Date.

SELLER:

BUYER:

Acknowledgment of Key Terms:

☐ Warranty Disclaimer (Section 8.5): _______ (Initials)
☐ Limitation of Liability (Section 13): _______ (Initials)
☐ Jury Trial Waiver (Section 19.4): _______ (Initials)
☐ Governing Law — Wyoming (Section 19.1): _______ (Initials)

EXHIBIT A — EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

Performance Specifications: [________________________________]

Safety Certifications: [________________________________]

WOGCC/MSHA/DEQ Compliance (if applicable): ☐ Yes ☐ N/A

Included Accessories/Attachments: [________________________________]

Permitted Liens (if any): [________________________________]

EXHIBIT B — PRICE SCHEDULE AND PAYMENT MILESTONES

EXHIBIT C — INSTALLATION AND COMMISSIONING PLAN

Site Location: [________________________________]

Site Preparation Requirements: [________________________________]

Remote/Wellsite Access Requirements (if applicable): [________________________________]

Commissioning Acceptance Criteria: [________________________________]

EXHIBIT D — TRAINING AND DOCUMENTATION SCHEDULE

Documentation Deliverables:
☐ Operations manual ☐ Maintenance manual ☐ Parts catalog ☐ Safety manual / SDS ☐ Environmental compliance docs ☐ Software documentation ☐ Warranty documentation

EXHIBIT E — MAINTENANCE AND SERVICE TERMS

Warranty Period Maintenance: [________________________________]

Post-Warranty Options:
☐ Full-service maintenance: $[________]/year
☐ Parts-only support: $[________]/year
☐ Time-and-materials: $[________]/hour

Emergency Response Time: [____] hours

Remote Site Service Provisions: [________________________________]

Spare Parts Availability: [____] years from Effective Date

This template is provided for informational purposes only and does not constitute legal advice. It must be reviewed by a qualified attorney licensed in Wyoming before use. Wyoming has no state income tax, a 4% state sales tax, a 7% legal interest rate (Wyo. Stat. § 40-14-106(e)), 10% judgment interest, and one of the longest general contract SOLs (10 years for written contracts). Prepared for use on the ezel.ai platform.