The Uniform Commercial Code (UCC) has been adopted in whole or in part by the legislatures of all 50 states. According to Section 9-102 (33), "Equipment" means goods other than inventory, farm products, or consumer goods. Equipment is tangible property (other than land or buildings) that is used in the operations of a business. Examples of equipment include devices, machines, tools, and vehicles.
Sale of Equipment Sales Agreement made on the (date), between (Name of Buyer), a corporation organized and existing under the laws of the state of ______________, with its principal office located at (street address, city, state, zip code), referred to herein as Buyer, and (Name of Seller), a corporation organized and existing under the laws of the state of ______________, with its principal office located at (street address, city, state, zip code), referred to herein as Seller. 1. Contract Formation Seller hereby offers to enter into a contract with Buyer solely upon the terms and conditions stated in this Agreement. Any additional or different terms and conditions proposed by Buyer prior to the execution of this Agreement are expressly rejected. Any additional or different terms and conditions proposed by Buyer after the date of this Agreement shall be of no force and effect unless expressly agreed to in writing by Seller. Buyer accepts Seller’s offer and shall be bound by the terms and conditions of this Agreement upon the earlier of: (a) the date on which Buyer executes and returns the acknowledgment copy; or (b) when Buyer commences performance. No other form of acceptance shall be binding on Seller. 2. Description and Price of Equipment Seller agrees to sell and Buyer agrees to buy the equipment described in this Paragraph. Seller is the owner of the following equipment: (describe equipment), hereinafter called the Equipment. Said Equipment has a serial number of (indicate serial number). The total purchase price of the Equipment, excluding taxes, fees, and other applicable charges, is $____________. Hereinafter called the Purchase Price. Buyer shall pay all transfer and sales taxes, fees, and all other applicable charges required by federal, state, and local rules and regulations. 3. Terms and Method of Payment Payment shall be made by certified check presented on the date of sale. If in Seller's judgment Buyer's financial condition does not justify the terms of payment specified in this Paragraph, Seller may cancel this Agreement. 4. Title and Delivery A. Unless otherwise set forth on the face of this Agreement, the Equipment shall be delivered F.O.B. Seller's plant, and title and liability for loss or damage shall pass to Buyer upon Seller's tender of delivery of the goods to carrier for shipment to Buyer. Any loss or damage after such tender of delivery shall not relieve Buyer from any obligations under this Agreement. Buyer shall bear all insurance and transportation expenses, including but not limited to any associated taxes, duties and other expenses incurred and documentation, licenses, or clearances required at port to entry and destination. Buyer shall pay $________________ as a deposit for one shipping frame provided by Seller upon Buyer's request. The shipping frame shall be returned within (number) days from the date of the Equipment delivery. The shipping frame deposit return terms shall be net (number) days from the date of the shipping frame delivery to the Seller's plant. Buyer shall pay all expenses related to usage and return of the shipping frame. B. Seller shall indemnify Buyer up to the full amount of the Purchase Price from and against any claim successfully brought by any third party under the Uniform Commercial Code of the State of (Name of State) to avoid the transfer of the Equipment. 5. Disclaimer of Warranties and Indemnities A. The Equipment described in Paragraph 2 shall be sold in its AS IS, and WHERE IS condition. Seller makes no warranty, express or implied, including but not limited to any express or implied warranty of merchantability or fitness for a particular purpose, as to the equipment sold to Buyer under this Agreement, and does not indemnify Buyer against infringement of any patent, trademark, or copyright. Seller's disclaimer of warranties as set forth in this Paragraph shall not be diminished or affected by, and no obligation or liability shall arise or grow out of, Seller's rendering of technical advice or service in connection with Equipment furnished under this Agreement. B. Seller is a corporation duly organized, validly existing and in good standing under the laws of (Name of State) and has full power and authority to own, lease, and operate its properties and to carry on its business as it is now being conducted and to sell the goods described in this Agreement. C. Seller has all necessary power and authority and has taken all action necessary to enter into this Agreement to consummate the transaction contemplated by this Agreement and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered by Seller and is a valid and binding obligation of Seller, enforceable against Seller in accordance its respective terms subject to the effect of applicable bankruptcy, insolvency, reorganization and other similar laws relating to or affecting the rights of creditors generally and limitations imposed by equitable principles, whether considered in a proceeding at law or in equity, and at the discretion of the court for which any proceeding therefore may be brought. D. To the best of Seller's knowledge there are no legal actions, suits, investigations or proceedings at law or in equity or before or by any governmental authority or instrumentality or before any arbitrator of any kind, pending, or, to Seller's knowledge, threatened, against Seller which, if determined adversely against Seller, would have a material adverse effect on Seller
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