Sales Agreement - Equipment - Wyoming

EQUIPMENT PURCHASE AND SALE AGREEMENT — WYOMING

This Agreement is made as of [__/__/____] between:

1. Use and Classification Gate

Complete this section before drafting operative terms:

• ☐ Private business-to-business sale
• ☐ Seller is the manufacturer
• ☐ Seller is a dealer or distributor
• ☐ Seller is reselling used equipment
• ☐ Equipment is new
• ☐ Equipment is used
• ☐ Equipment is refurbished, remanufactured, a prototype, or a demonstration unit
• ☐ Sale includes installation, commissioning, integration, training, maintenance, or other services
• ☐ Equipment includes embedded or separately licensed software, firmware, data, or connectivity
• ☐ Seller finances or defers any part of the price
• ☐ Equipment is subject to a lien, payoff, lease, or other interest
• ☐ Equipment has a certificate of title or registration record
• ☐ Equipment will become attached to real property
• ☐ Equipment or an end use is regulated, hazardous, controlled, or subject to special permitting
• ☐ Equipment will cross a state or national border
• ☐ Buyer or end use involves oil, gas, mining, agriculture, construction, health care, transportation, energy, or another regulated industry

Intended use and operating location: [________________________________]

Tailored addenda, permits, approvals, or separate documents required: [________________________________]

Do not use this general form without a tailored document for a consumer sale, motor vehicle or other titled property, aircraft, regulated weapon, medical device, hazardous or controlled material, public procurement, cross-border shipment, construction project, lease, or transaction in which services predominate.

2. Agreement Documents and Precedence

This Agreement includes each checked schedule:

• ☐ Schedule A — Equipment, Condition, and Included Items
• ☐ Schedule B — Price, Tax, and Payment
• ☐ Schedule C — Delivery, Rigging, Site, and Commissioning
• ☐ Schedule D — Inspection, Testing, and Acceptance
• ☐ Schedule E — Warranties, Service, and Support
• ☐ Schedule F — Software, Data, and Intellectual Property
• ☐ Schedule G — Title, Liens, and Financing
• ☐ Schedule H — Risk, Insurance, and Disputes

Signed quotations, purchase orders, or change orders incorporated: [________________________________]

If signed documents conflict, the order of precedence is: [________________________________].

Preprinted, portal, acknowledgment, invoice, shipment, or purchase-order terms do not change this Agreement unless a signed amendment identifies the changed provision.

3. Equipment and Included Items

Seller shall sell and Buyer shall purchase only the items identified in Schedule A as the Equipment. Schedule A must identify each commercial unit separately when delivery, payment, testing, acceptance, or remedies may differ.

For every item, record:

1. manufacturer, model, year, serial or asset number, and present location;
2. new, used, refurbished, prototype, or demonstration condition;
3. hours, cycles, mileage, production count, or another usage measure;
4. current operating status and inspection history;
5. known damage, repairs, modifications, recalls, missing items, and deferred maintenance;
6. tooling, accessories, spares, manuals, records, certificates, and consumables included;
7. software, firmware, subscriptions, credentials, data, and licenses included;
8. permits, registrations, approvals, or transfer documents required; and
9. items expressly excluded.

No advertisement, photograph, quotation, demonstration, forecast, sample, manual, or oral statement becomes an agreed description unless Schedule A expressly incorporates it.

4. Price, Taxes, and Payment

The parties shall complete Schedule B after transaction-specific tax review. No tax rate, exemption, certificate, location rule, or allocation is supplied by this form.

Seller shall itemize charges and identify the applicable milestone. Buyer shall notify Seller of a good-faith invoice dispute within [____] days and timely pay undisputed amounts.

Late charge:

• ☐ None
• ☐ The calculation stated in Schedule B after counsel review

No late charge compounds unless Schedule B states the calculation and frequency.

5. Closing, Title, and Lien Treatment

Closing date: [__/__/____]

At Closing, Seller shall deliver the checked items:

• ☐ Bill of sale identifying each serial-numbered item
• ☐ Possession or agreed control of the Equipment
• ☐ Original title or registration record, if applicable
• ☐ Lien releases and payoff evidence listed in Schedule G
• ☐ Assignable warranty, service, inspection, and maintenance records
• ☐ Manuals, keys, passwords, and access credentials
• ☐ Origin, customs, export, import, or shipment documents listed in Schedule C
• ☐ Other: [________________________________]

Seller transfers the interest described in Schedule A at the selected event, subject to the interests accepted in Schedule G:

• ☐ Closing
• ☐ Delivery
• ☐ Acceptance
• ☐ Receipt of final payment
• ☐ Other objective event: [________________________________]

Permitted liens or retained interests: [________________________________]

Any direct lienholder payoff requires written instructions identifying the recipient, amount, release conditions, and treatment of any excess or deficiency.

6. Delivery, Packaging, and Risk of Loss

Schedule C must identify the shipment point, destination, delivery window, carrier, contracting party, packaging, loading, freight, unloading, rigging, crane, escort, storage, route, access, site restrictions, transit insurance, customs, and partial-delivery treatment.

If the parties use a trade term, Schedule C must identify the named place, the selected published version, and every agreed variation.

Risk of physical loss or damage transfers at this selected event:

• ☐ Carrier receipt at [________________________________]
• ☐ Tender at destination [________________________________]
• ☐ Completion of unloading
• ☐ Completion of installation
• ☐ Acceptance
• ☐ Other objective event: [________________________________]

The selected risk event does not by itself determine title, payment, acceptance, warranty, or responsibility for damage caused by a party's breach.

Delay dependencies, notice, mitigation, and remedy: [________________________________]

7. Site, Installation, and Commissioning

Schedule C shall allocate responsibility for foundations, utilities, permits, shutdowns, access, security, environmental conditions, lifting, labor, tools, integration, waste, restoration, and site safety.

No field instruction changes price, scope, performance criteria, or schedule unless documented through the change-control procedure, except immediate steps reasonably taken to address a safety emergency.

Change-order approvers: [________________________________]

8. Inspection, Testing, and Acceptance

8.1 Inspection Stages

• ☐ Pre-shipment inspection under Schedule D
• ☐ Delivery inspection for shortage, visible damage, and serial-number mismatch
• ☐ Installation inspection
• ☐ Commissioning and performance testing
• ☐ Other: [________________________________]

8.2 Acceptance Protocol

Testing period: [____] calendar days beginning [________________________________]

Performance criteria and tolerances: [________________________________]

Test inputs, site conditions, witnesses, and data: [________________________________]

Before the testing period ends, Buyer shall issue one of these records:

• ☐ Acceptance Certificate
• ☐ Conditional Acceptance listing punch-list items and completion dates
• ☐ Rejection Notice identifying each material nonconformity and supporting evidence

Acceptance by silence or productive use occurs only if expressly selected and defined in Schedule D. Testing, training, emergency, preservation, and mitigation use must be addressed separately.

8.3 Cure and Retest

After a valid Rejection Notice, Seller shall within [____] days elect to repair, replace, complete, or retrieve the affected commercial unit.

Maximum cure attempts: [____]

Long-stop date: [__/__/____]

Remedy if cure fails: [________________________________]

9. Condition, Warranties, and Service

Schedule A must contain the serial-specific condition record. Labels such as “used,” “refurbished,” or “as is” do not replace that record.

Schedule E shall state every express warranty, including its subject, performance measure, duration, exclusions, notice process, response time, repair location, labor, travel, freight, parts, removal, reinstallation, and remedy.

Counsel-approved warranty exclusions or “as is” terms, if any, belong in Schedule E. This form supplies no automatic warranty disclaimer or exclusive remedy.

Maintenance, parts availability, response time, and training terms: [________________________________]

10. Software, Data, and Intellectual Property

Schedule F must identify:

1. embedded and separate software, firmware, applications, interfaces, and versions;
2. license holder, scope, users, site, term, transfer, assignment, and renewal terms;
3. subscriptions, third-party components, access dependencies, and discontinuation risk;
4. credentials, configuration, diagnostic, telemetry, operational, and personal data;
5. remote access, update, cybersecurity, backup, logging, and incident responsibilities;
6. ownership and permitted use of drawings, documentation, improvements, and service data; and
7. transition assistance when a license, service, or support relationship ends.

The sale of physical Equipment does not by itself define rights in separately identified software, data, documentation, or services.

11. Compliance and Regulated Use

Schedule C shall identify product-specific safety, environmental, occupational, transportation, installation, site, registration, permit, export, import, and industry requirements selected by qualified reviewers.

No party represents that every permit, standard, approval, or regulated-use requirement is satisfied unless the specific representation and evidence appear in a completed schedule.

12. Confidentiality and Security

Protected information: [________________________________]

Permitted purpose and recipients: [________________________________]

Access, storage, security, and transmission controls: [________________________________]

Required disclosure procedure: [________________________________]

Return, deletion, archival, and survival terms: [________________________________]

Credentials and sensitive technical information must be transferred using the secure method in Schedule F.

13. Default, Transition, and Remedies

Written notice of an alleged breach must identify the obligation, facts, requested response, and any urgent preservation or safety issue.

Negotiated response or cure period: [____] days.

The parties may pursue relief available under the law selected by counsel for a proven breach. This form creates no automatic repossession, specific performance, punitive damages, bond waiver, attorney's fee, or cumulative-remedy entitlement.

14. Indemnity, Liability, and Insurance

Any indemnity must identify the covered claim, covered loss, protected persons, exclusions, notice, defense control, counsel, cooperation, settlement authority, conflicts, cap, and survival period.

Any damages exclusion, liability cap, exclusive remedy, consequential-loss allocation, or claim-period term must be written in Schedule H. No such term applies if Schedule H is blank.

15. Governing Law and Disputes

The parties select Wyoming law for their contract rights and duties, subject to counsel's transaction-specific and conflict-of-laws review.

Negotiation or escalation contacts: [________________________________]

Selected court and county, if any: [________________________________]

This Agreement contains no arbitration agreement or jury-trial waiver. If the parties want either, counsel must place the complete negotiated term in Schedule H, including scope, forum, rules, costs, provisional relief, confidentiality, and signature requirements.

Each party bears its own attorney's fees and costs unless a completed Schedule H, controlling law, court rule, or final order provides otherwise.

16. General Terms

1. Changes. A change must identify this Agreement, its price and schedule effects, and the person authorized to approve it.
2. Assignment. No contractual duty is delegated unless the other party consents in a signed writing or Schedule H states an approved transfer route.
3. Notices. Contract notices must use the contacts and methods stated below.
4. No implied waiver. A delay or one-time waiver does not waive a later or different matter.
5. Entire agreement. The signed Agreement and incorporated schedules contain the parties' agreement concerning the sale.
6. Execution method. Counterpart, electronic-signature, witness, or notarization language must be selected by counsel; none is implied by this form.
7. Severability. If a provision cannot be enforced, the remaining provisions continue only to the extent the transaction can operate without rewriting a material bargain.
8. Independent parties. The sale does not create a partnership, employment relationship, or authority to bind the other party unless a signed document states otherwise.

17. Notices

18. Signatures

Execution method approved by counsel: [________________________________]

Schedule A — Equipment, Condition, and Included Items

Schedule B — Price, Tax, and Payment

[________________________________]

Schedule C — Delivery, Rigging, Site, and Commissioning

[________________________________]

Schedule D — Inspection, Testing, and Acceptance

[________________________________]

Schedule E — Warranties, Service, and Support

[________________________________]

Schedule F — Software, Data, and Intellectual Property

[________________________________]

Schedule G — Title, Liens, and Financing

[________________________________]

Schedule H — Risk, Insurance, and Disputes

[________________________________]