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Equipment Purchase Agreement

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Section 1 of 150 of 70 answered

Parties›Equipment Description›Title & Liens…

Parties8 questions

1. What type of business entity is the company entering into this document?

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2. In which state will this agreement be governed, and where is the equipment located or to be used?

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3. What is the full legal name of the seller?

4. What type of entity is the seller?

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5. What is the seller's principal business address and notice address?

6. What is the full legal name of the buyer?

7. What type of entity is the buyer?

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8. What is the buyer's principal business address and notice address?

Equipment Description6 questions

9. What type or types of equipment are being sold?

10. Create a detailed equipment schedule — list each item being sold.

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11. What is the overall condition of the equipment being sold?

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12. Beyond the equipment schedule, are there additional items included — manuals, spare parts inventory, consumables, keys, passwords, or records?

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13. Are any items expressly excluded from the sale — software, data, tooling, fixtures, warranty documents, or accessories that remain with the seller?

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14. Will seller provide maintenance records, service logs, calibration certificates, manuals, schematics, and prior repair history?

Title & Liens4 questions

15. Should seller represent that it owns the equipment free and clear of all liens, leases, security interests, tax liens, and third-party claims?

16. Are there any liens, loans, leases, UCC filings, title liens, lessor interests, or encumbrances that must be paid off or released at or before closing?

17. Will seller deliver a bill of sale or other transfer instrument at closing?

18. Is any equipment attached to real property, leased premises, or building infrastructure (permanently affixed, bolted down, hard-wired, or plumbed in)?

Purchase Price & Payment6 questions

19. What is the total purchase price, and how is it allocated across equipment, taxes, installation, training, and other components?

20. Who is responsible for sales/use tax, personal property tax, transfer and title fees, registration, customs duties, and any withholding?

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21. How will the purchase price be paid?

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22. Will any portion of the price be held in escrow or as a holdback until delivery, acceptance testing, lien release, or a warranty milestone?

23. What payment method(s) are acceptable?

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24. What wire-verification, payment-cutoff, and fraud-control procedures apply to fund transfers?

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Delivery & Shipping8 questions

25. What are the delivery terms — who arranges and pays for shipping, and where does risk of loss transfer?

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26. What is the agreed delivery date or delivery window?

27. Is the delivery date critical — is "time of the essence"?

28. Who is responsible for disconnecting, deinstalling, draining, cleaning, packing, crating, loading, and rigging the equipment for transport?

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29. What site access, loading dock, crane, forklift, floor loading, power, and scheduling requirements apply at the pickup and delivery locations?

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30. Who is responsible for insuring the equipment during transit, and for what value?

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31. Who pays storage, demurrage, redelivery, failed delivery, and waiting-time charges if delivery is delayed or refused?

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32. Are export controls, import rules, customs documentation, end-use restrictions, or economic sanctions relevant to this transaction?

Risk of Loss & Title3 questions

33. When does risk of loss transfer from seller to buyer, and is it the same as or different from title transfer?

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34. If the equipment is damaged, lost, stolen, or destroyed before buyer's acceptance, what is the remedy?

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35. When does legal title (ownership) transfer from seller to buyer?

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Inspection & Acceptance6 questions

36. May buyer inspect or test the equipment at seller's facility before it is shipped?

37. Does the buyer have a right to inspect the equipment after delivery and before final acceptance?

38. On what grounds can the buyer reject the equipment?

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39. If the buyer rejects the equipment, does the seller have the right to cure (repair, replace, or supplement) before the buyer can cancel the contract?

40. In a multi-item sale, can the buyer accept some items and reject others, with a proportional price adjustment?

41. If the buyer properly rejects the equipment, who pays for return freight, removal, restocking, storage, and insurance?

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Warranties6 questions

42. Does the seller provide any express warranty on the equipment?

43. What warranty exclusions apply?

44. Is an existing manufacturer's warranty being transferred to the buyer?

45. Should implied warranties (merchantability, fitness for particular purpose) be disclaimed?

46. How should latent defects — defects that are not discoverable during the inspection period but manifest later — be handled?

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47. Is this equipment being sold AS IS — with no warranties of any kind?

Software / Technology2 questions

48. Does the equipment include embedded software, firmware, control systems, licenses, subscriptions, cloud services, connectivity features, or stored data?

49. What intellectual property rights — manuals, drawings, software, configurations, recipes, tooling files, or proprietary processes — are being transferred with the equipment?

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Compliance3 questions

50. What regulatory certifications, permits, safety standards, and industry approvals apply to this equipment?

51. Must the seller clean, decontaminate, sanitize, drain fluids, or provide environmental/safety certificates before delivery?

52. Does the equipment contain or generate hazardous materials — refrigerants, hydraulic fluids, batteries, lubricants, radiation sources, asbestos, PCBs, or other regulated substances?

Installation & Training3 questions

53. Does the equipment require professional installation, commissioning, or on-site setup before it can be operated?

54. Does the seller provide operator or maintenance training on the equipment?

55. Is the seller committing to maintain spare parts and consumables availability after the sale?

Default & Remedies5 questions

56. Should the agreement limit each party's total liability and exclude consequential, incidental, lost-profit, production-loss, and special damages?

57. Should either party indemnify the other for personal injury, property damage, IP infringement, tax liabilities, liens, installation damage, or third-party claims?

58. If the seller fails to deliver conforming equipment on time, what remedies does the buyer have?

59. If the buyer defaults on payment or fails to take delivery, what remedies does the seller have?

60. Should delivery, installation, and performance deadlines be excused for force majeure events — natural disasters, supply chain disruptions, carrier failures, labor strikes, or permitting delays?

Dispute Resolution2 questions

61. How will disputes be resolved?

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62. Should the prevailing party in a dispute be entitled to recover attorneys' fees, collection costs, and enforcement expenses?

Miscellaneous5 questions

63. Are the equipment specifications, purchase price, business terms, software, drawings, or customer information confidential between the parties?

64. May either party assign the agreement — to a lender as collateral, to an affiliate, to a buyer of the business, or to a successor?

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65. What notice addresses, authorized methods, and deemed-receipt rules apply to formal notices under this agreement?

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66. When may either party terminate the agreement before delivery or acceptance, and what happens to deposits, work in progress, and costs?

67. Are any brokers, equipment dealers, auctioneers, finders, or sales representatives owed commissions in connection with this transaction?

Execution3 questions

68. What documents and items must be delivered at or before closing to complete the transaction?

69. For entity parties, identify the authorized signatories and describe the authority evidence they will provide (board resolution, operating agreement, certificate of authority, power of attorney).

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70. Are electronic signatures (e-sign) acceptable for this agreement and its closing documents?

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Required — please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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