Equipment Purchase Agreement Template

(a) Fees. Client agrees to pay Your name / business name ("Provider") the following fees for the Services: Fee amount and structure (e.g., fixed price, hourly rate, retainer) (b) Invoicing. Provider will issue invoices in accordance with the fee schedule described in subsection (a). Each invoice will describe the work or milestone to which it relates in reasonable detail. (c) Payment Due Date. Client will pay each invoice within 30 days of the invoice date ("Due Date"). Payments must be made in US dollars unless the Parties agree otherwise in writing. (d) Late Payment Interest. If Client fails to pay any amount by the Due Date, the overdue balance will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the Due Date until paid in full. Interest accrues daily and compounds monthly. (e) Right to Suspend. If any invoice remains unpaid for more than 10 days after its Due Date, Provider may, after giving 10 days' prior written notice to Client name / business name ("Client") and provided the invoice has not been paid during that notice period, suspend all work under this Agreement without liability until all overdue amounts (including accrued interest) are paid in full. Any deadlines, milestones, or delivery dates affected by a suspension will be extended by the duration of the suspension plus a reasonable remobilization period. (f) Disputed Invoices. If Client disputes any portion of an invoice in good faith, Client must (i) pay the undisputed portion by the Due Date and (ii) notify Provider in writing of the disputed amount and the basis for the dispute within 30 days of the invoice date. The Parties will work together in good faith to resolve disputes promptly. (g) Expenses. Unless otherwise stated, fees do not include out-of-pocket expenses. Reasonable pre-approved expenses will be invoiced at cost with supporting documentation.

REPRESENTATIONS AND WARRANTIES (a) Mutual Representations. Each party represents and warrants to the other, as of the Effective Date and throughout the term of this Agreement, that: (i) Authority. It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) No Conflicts. Its execution, delivery, and performance of this Agreement do not and will not: (A) violate any applicable law, regulation, or court order; or (B) conflict with or result in a breach of any agreement to which it is a party; (iii) Binding Obligation. This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) No Litigation. As of the Effective Date, there is no pending or, to its knowledge, threatened legal proceeding that would materially impair its ability to perform its obligations under this Agreement; and (v) Compliance with Law. It will comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement. (b) Agency Representations. Your name / business name additionally represents and warrants that: (i) Professional Standards. It will perform the Services in a professional and workmanlike manner consistent with industry standards; (ii) Non-Infringement. The materials, methodologies, and content created by Your name / business name (excluding Client-supplied content) will not, to Your name / business name's knowledge, infringe or misappropriate any third party's copyright, trademark, patent, trade secret, or other intellectual property right; (iii) Qualifications. It has the skills, experience, and qualifications necessary to perform the Services; and (iv) No Deceptive Practices. It will not engage in deceptive, unfair, or fraudulent practices in connection with the Services, including practices that violate the FTC Act or any analogous consumer-protection law. (c) Client Representations. Client name / business name additionally represents and warrants that: (i) Content Accuracy. All product descriptions, claims, pricing information, testimonials, and other materials supplied by Client name / business name to Your name / business name for publication or promotion are, to Client name / business name's knowledge, truthful, accurate, and not misleading, and are substantiated by competent and reliable evidence where required by applicable law; (ii) Ownership and Licenses. Client name / business name owns or has obtained all necessary rights, licenses, and permissions for all content, assets, images, trademarks, and data that Client name / business name provides to Your name / business name for use in the Services, and Client name / business name's provision of such materials to Your name / business name does not violate any third party's intellectual property rights; (iii) Regulatory Compliance. Client name / business name's products, services, and business practices comply with all applicable laws and regulations, and Client name / business name is not aware of any pending or threatened regulatory investigation or enforcement action that would affect the permissibility of the Services; (iv) Account Authority. Client name / business name has or will obtain all necessary rights, consents, and authorities to grant Your name / business name access to Client name / business name's systems, accounts, and platforms required to perform the Services; and (v) No Restricted Industry Violations. Client name / business name's products and services do not violate the applicable policies of the platforms on which the Services will be performed. (d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, OR OTHER SPECIFIC RESULTS OR OUTCOMES FROM THE SERVICES.

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

(a) Termination for Material Breach. Either Party may terminate this Agreement upon written notice if the other Party commits a material breach of this Agreement and fails to cure that breach within 10 days after receiving written notice that specifically describes the breach and demands cure ("Cure Period"). If the breaching Party cures the breach within the Cure Period, the Agreement will continue in full force. Termination under this subsection does not limit any other remedy available to the non-breaching Party. (b) Termination for Convenience. Either Party may terminate this Agreement without cause by providing the other Party with at least 14 days' prior written notice. During the notice period, Your name / business name ("Provider") will continue to perform the Services and Client name / business name ("Client") will continue to pay for Services rendered, unless the Parties agree in writing to wind down work sooner. (c) Payment for Work Performed. Upon any termination of this Agreement, Client will pay Provider, within 30 days after the effective termination date, all fees and approved expenses for work performed and costs incurred through the termination date that have not yet been invoiced or paid. Provider will submit a final invoice within 10 days after the termination date. For fixed-price engagements, payment will be prorated based on the proportion of work completed relative to the total scope. (d) Return of Materials. Each Party will, promptly after termination, return or securely destroy the other Party's confidential information and materials in its possession, and will certify such return or destruction in writing upon request. (e) Survival. Provisions that by their nature should survive termination — including payment obligations, confidentiality, intellectual property ownership, limitation of liability, and governing law — will survive the expiration or termination of this Agreement.

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

6.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 6.2 M&A Exception. Notwithstanding Section 6.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 6.3 Void Assignment. Any purported assignment in violation of this Section is void. 6.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

7.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 7.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 7.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 7.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

8.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 8.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 8.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

9.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 9.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 9.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 9.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

11.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 11.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.

EQUIPMENT DESCRIPTION The equipment subject to this Agreement (the "Equipment") is described as follows: Equipment Description EXPRESS WARRANTY — CONFORMITY TO DESCRIPTION: Seller warrants that the Equipment will conform to the description set forth above. This description forms part of the basis of the bargain between the Parties and creates an express warranty under Section 2-313 of the Uniform Commercial Code. Buyer's acceptance of the Equipment is conditioned upon the Equipment conforming in all material respects to the description, specifications, and condition stated herein.

DELIVERY TERMS AND TENDER (a) Delivery Terms. The delivery terms for the goods are as specified on the face of this Agreement or the applicable Order Form. If no delivery term is specified, delivery shall be FOB origin (seller's facility). (b) Tender at Shipping Point (FOB Origin). If delivery is FOB origin, Your name / business name shall tender delivery by placing conforming goods in the possession of Carrier or Transportation Method (if applicable) at Shipping Point or Seller's Facility Address and providing Client name / business name with: (i) reasonable notice of the shipment; (ii) any document necessary to enable Client name / business name to obtain possession of the goods from the carrier; and (iii) shipment tracking information. Tender is complete when the goods are delivered to the carrier. (c) Tender at Destination (FOB Destination). If delivery is FOB destination, Your name / business name shall tender delivery by placing conforming goods at Buyer's Destination Address and giving Client name / business name reasonable notification to enable Client name / business name to take delivery. Tender is not complete until the goods are made available at the destination point during Client name / business name's normal business hours. (d) Ex Works. If delivery is Ex Works, Client name / business name shall collect the goods at Shipping Point or Seller's Facility Address. Your name / business name shall tender delivery by notifying Client name / business name when the goods are ready for collection and making the goods available at Your name / business name's facility during normal business hours. Tender is complete when the goods are made available and Client name / business name is notified. (e) Time of Tender. Your name / business name must tender delivery within the time specified in this Agreement. Time is of the essence for delivery obligations unless the Parties agree otherwise in writing.

RISK OF LOSS ALLOCATION (a) Risk Transfer Point. Risk of loss or damage to the goods passes from Your name / business name to Client name / business name at the time and place specified in the Delivery Terms clause of this Agreement, subject to the provisions of this Section. (b) Retention Until Acceptance. Notwithstanding Section (a), if this Agreement requires installation, testing, or acceptance procedures, Your name / business name retains risk of loss until Client name / business name accepts the goods in accordance with the Inspection and Acceptance clause. (c) Loss After Risk Transfer. If goods are lost, damaged, or destroyed after risk of loss has passed to Client name / business name, Client name / business name remains obligated to pay the full purchase price and may not reject the goods on the basis of such loss or damage. Client name / business name's sole remedy is through any applicable insurance proceeds or claims against the carrier or other third parties responsible for the loss. (d) Loss Before Risk Transfer. If goods are lost, damaged, or destroyed before risk of loss has passed to Client name / business name, Your name / business name bears the risk and must: (i) replace the goods and tender conforming goods within a commercially reasonable time; or (ii) if replacement is not commercially feasible, refund Client name / business name's payments and terminate this Agreement without penalty to Client name / business name. (e) Notification. The Party discovering any loss or damage must notify the other Party within forty-eight (48) hours of discovery and provide reasonable cooperation in documenting the loss for insurance or carrier claims.

TITLE TRANSFER AND RESERVATION (a) Explicit Reservation. Title to the goods and all ownership rights therein are explicitly reserved to Your name / business name and do not pass to Client name / business name until the conditions specified in this Section are satisfied. (b) Conditions to Title Transfer. Title to the goods passes to Client name / business name upon the earlier of: (i) Client name / business name's payment in full of the purchase price and all related charges; or (ii) Client name / business name's acceptance of the goods after any inspection or testing period, provided all undisputed amounts due have been paid. (c) Security Purpose. The reservation of title in Section (a) is limited to reservation for security under UCC § 2-401(1). Your name / business name's retention of title does not constitute a sale or return, a consignment, or a bailment, and is solely to secure Client name / business name's payment obligations. (d) Seller's Rights Before Title Transfer. Until title passes to Client name / business name, Your name / business name retains all rights of ownership including, without limitation, the right to: (i) reclaim possession of the goods if Client name / business name fails to pay any amount when due; (ii) resell the goods to satisfy Client name / business name's unpaid obligations; and (iii) exercise any other rights of a secured party under the UCC. (e) Buyer's Obligations Before Title Transfer. Until title passes, Client name / business name shall: (i) keep the goods free from any liens or encumbrances; (ii) not sell, transfer, pledge, or encumber the goods; (iii) maintain insurance covering the goods' full replacement value with Your name / business name named as loss payee; and (iv) keep the goods in good condition and repair. (f) Limitation on Risk of Loss. Notwithstanding Your name / business name's retention of title, risk of loss passes to Client name / business name in accordance with the Risk of Loss clause. Retention of title does not affect the allocation of risk of loss.

INSPECTION AND ACCEPTANCE (EQUIPMENT) (a) Right to Inspect. Client name / business name has the right to inspect the goods before acceptance. Client name / business name may inspect at Client name / business name's facility after delivery or, if agreed by Your name / business name in writing, at Your name / business name's facility before shipment. (b) Inspection Period. Client name / business name shall have 10 days from the date of delivery (the "Inspection Period") to inspect the goods for conformity with the specifications, quantities, and quality standards set forth in this Agreement. (c) Acceptance Testing. If this Agreement specifies acceptance testing requirements, Client name / business name shall conduct such tests during the Inspection Period in accordance with: Acceptance Testing Requirements (if applicable). The goods are deemed conforming only if they pass all specified acceptance tests. (d) Notice of Rejection. If Client name / business name determines that the goods are non-conforming during the Inspection Period, Client name / business name must notify Your name / business name in writing before the end of the Inspection Period, specifically identifying all defects, non-conformities, or failures. Failure to provide timely written notice of rejection constitutes acceptance. (e) Deemed Acceptance. Client name / business name is deemed to have accepted the goods upon the earliest of: (i) Client name / business name's written notification to Your name / business name that the goods are accepted; (ii) expiration of the Inspection Period without written notice of rejection; (iii) Client name / business name's use of the goods in Client name / business name's business operations beyond testing or inspection purposes; or (iv) any act by Client name / business name inconsistent with Your name / business name's ownership, such as resale or modification of the goods. (f) Effect of Acceptance. Once Client name / business name accepts the goods, Client name / business name may not reject them. Client name / business name's exclusive remedies after acceptance are those provided in the Warranties clause (if any) and, if the goods contain latent defects discovered after acceptance, revocation of acceptance under UCC § 2-608 for substantial non-conformity that could not have been discovered during inspection. (g) Payment Not Acceptance. Client name / business name's payment for the goods does not constitute acceptance and does not waive Client name / business name's right to inspect and reject non-conforming goods during the Inspection Period.

(a) Warranty Period. Your name / business name warrants the equipment for a period of 30 days from the date of delivery to Client name / business name ("Warranty Period"). This warranty applies only to the original purchaser and does not transfer to subsequent owners or users. (b) Performance Warranty. Your name / business name warrants that, during the Warranty Period, the equipment will meet the performance specifications set forth in: Performance Specifications Reference, when operated in accordance with Your name / business name's operating instructions and within the environmental conditions specified in the product documentation. (c) Conformity to Description. Your name / business name warrants that the equipment will conform to the descriptions, specifications, drawings, and technical documentation provided to Client name / business name and incorporated into this Agreement. (d) Workmanship Warranty. Your name / business name warrants that the equipment will be free from defects in materials and workmanship under normal use during the Warranty Period. (e) Cosmetic Defects. Cosmetic defects (including scratches, dents, or discoloration) that do not affect the functionality or performance of the equipment do not constitute a breach of warranty and are not covered by this warranty. (f) Exclusive Remedy. Client name / business name's sole and exclusive remedy for breach of the warranties in this Section, and Your name / business name's sole and exclusive liability, shall be, at Your name / business name's option: (i) repair of the defective equipment; (ii) replacement of the defective equipment with functionally equivalent equipment; or (iii) refund of the purchase price paid by Client name / business name for the defective equipment, provided Client name / business name returns the defective equipment to Your name / business name within 30 days.

(a) AS-IS SALE. THE EQUIPMENT IS SOLD "AS IS" AND "WITH ALL FAULTS." Client name / business name HAS INSPECTED THE EQUIPMENT OR HAS WAIVED INSPECTION AND ACCEPTS THE EQUIPMENT IN ITS PRESENT CONDITION. (b) DISCLAIMER OF IMPLIED WARRANTIES. Your name / business name DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT THAT THE EQUIPMENT WILL MEET Client name / business name'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE. (c) NO OTHER WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES (IF ANY) SET FORTH ELSEWHERE IN THIS AGREEMENT, Your name / business name MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE EQUIPMENT OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT. (d) CONSPICUOUSNESS. THIS DISCLAIMER IS CONSPICUOUS AND SATISFIES THE REQUIREMENTS OF UCC § 2-316. THE TERMS "MERCHANTABILITY" AND "FITNESS FOR A PARTICULAR PURPOSE" ARE SPECIFICALLY DISCLAIMED BY NAME. IF THIS DISCLAIMER IS PRINTED OR DISPLAYED, IT SHALL APPEAR IN BOLD TYPEFACE OR ALL CAPITAL LETTERS TO ENSURE CONSPICUOUSNESS.