EQUIPMENT PURCHASE AGREEMENT

This Equipment Purchase Agreement (the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE SELLER], having registered office at [INSERT THE ADDRESS OF THE SELLER] (hereinafter referred to as the “Seller” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE BUYER], having registered office at [INSERT THE ADDRESS OF THE BUYER] (hereinafter referred to as the “Buyer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Seller” and the “Buyer” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. Seller is the lawful owner of equipment [INSERT THE DESCRIPTION OF EQUIPMENT] and desires to sell it to Buyer;
2. Buyer desires to purchase the said equipment from the seller for the purpose of [INSERT THE PURPOSE OF THE EQUIPMENT].
3. The parties are desirous of effectuating a smooth and efficient transfer of the Equipment being sold and acknowledge that their mutual goodwill and cooperation are essential to this end;
4. Both the parties are duly authorized and have the capacity to enter into and perform this contract;
5. The Parties affirm to understand all of the provisions contained in this agreement, and in case either party requires clarification as to one or more of the provisions contained herein, the said party has requested clarification or otherwise sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Seller” shall mean an individual who owns and has the physical possession of the equipment.
   2. “Buyer” shall mean an individual who wishes to purchase the equipment from the seller.
   3. “Equipment” shall mean equipment as mentioned in this agreement.
   4. “Confidential Information” shall mean the any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Seller) to the other party (Buyer) in connection with the terms and conditions whether in written, oral, electronic, or any other form, and identified as confidential or which the Client should reasonably understand to be confidential.
2. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT THE TERM OF AGREEMENT IN YEARS OR MONTHS], unless terminated earlier or extended as per the terms of this agreement.
   2. If Seller fails to deliver the Equipment 3 times consecutively, the Buyer shall have the right to terminate the Agreement by sending a written notice to Seller. Seller shall be bound to accept the notice for termination if Seller has defaulted 3 times consecutively to deliver the Equipment.
   3. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT THE NUMBER OF DAYS WITHIN WHICH NOTICE OF TERMINATION SHALL BE GIVEN] days.
   4. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
3. EQUIPMENT DETAILS
   1. The description along with the serial number, brand and model value of the equipment is [INSERT THE DETAILS OF THE EQUIPMENT].
4. PURCHASE ORDER
   1. Seller agrees to sell and transfer and Buyer agrees to purchase the Equipment through the Purchase Order placed by Buyer. The price of the Equipment shall be the same which is quoted by Seller in the payment clause.
5. PAYMENT
   1. The purchase price of the equipment shall be [INSERT THE AMOUNT TO BE PAID AS PURCHASE PRICE].
   2. Seller shall generate an invoice of the total amount and shipping charges and hand it over to Buyer who in turn shall be required to make payment as agreed between the parties.
   3. The payment can be made through Check or wire transfers.
   4. If payment is made in installments, the seller retains the ownership of the equipment until full payment has been made to the seller.
   5. If Buyer fails to make the payment before the Equipment is delivered, Seller shall not deliver the Equipment.
6. TRANSFER OF EQUIPMENT
   1. Seller shall transfer and deliver the Equipment at the business address of Buyer within [INSERT THE NUMBER OF DAYS WITHIN WHICH THE SELLER SHALL TRANSFER AND DELIVER THE EQUIPMENT] days after the receipt of the Purchase Order from Buyer.
   2. Seller shall deliver to Buyer an invoice of sale of Equipment and accordingly Buyer shall make the payments on the dates stipulated in the Invoice.
   3. If, in case, Seller fails to deliver the ordered Equipment on the stipulated date, Buyer shall give a notice to Seller stating the default. If Seller again fails to deliver the Equipment, the Buyer may terminate the Agreement in accordance with the terms of this Agreement.
7. INSPECTION AND ACCEPTANCE
   1. Buyer shall have [INSERT THE NUMBER OF DAYS AFTER DATE OF DELIVERY WITHIN WHICH BUYER SHALL NOTIFY THE SELLER OF ANY DEFECTS AND DAMAGES] days from the date of delivery to inspect the Equipment and notify Seller of any defects and damages.
   2. Upon the buyer taking physical possession of the equipment or the expiration of the inspection period without the buyer reporting any defects or damages, the buyer acknowledges that the Equipment is in good condition and that the buyer is satisfied with the same.
   3. Buyer acknowledges that the equipment is sold in “as is” condition and seller has made no additional representations and warranties about the equipment’s condition beyond what is explicitly stated in this agreement.
8. INSTALLATION AND MAINTENANCE
   1. Seller agrees to install the said equipment at the Buyer’s premises in a workmanlike manner consistent with industry standards. Buyer shall provide reasonable access to the premises and any necessary assistance to facilitate the installation process.
   2. Upon completion of the installation, seller shall notify the buyer, and buyer shall promptly inspect the installed equipment to ensure it meets the agreed-upon specifications.
   3. Seller shall ensure that the installation is performed in a professional manner and in compliance with all applicable laws and regulations.
   4. Seller agrees to provide free maintenance services to Buyer for [INSERT NUMBER OF MONTHS AFTER DATE OF DELIVER FOR WHICH SELLER AGREES TO PROVIDE FREE MAINTENANCE] number of months from the date of delivery of the Equipment. Buyer shall pay for the damage and repair of the parts and items of the Equipment.
   5. The Seller shall assign, if required only those personnel who can perform the maintenance services diligently and in a professional manner, applying their expertise and best efforts as agreed upon by the parties.
   6. The Seller shall be available to offer consultation and support to address any equipment related inquiries or concerns raised by the Buyer during the term of this agreement.
9. INSURANCE AND RISK OF LOSS
   1. Seller shall maintain insurance with coverage appropriate for the installation and operation of the Equipment. Additionally the insurance coverage is to remain in effect until the buyer makes the final payment under the agreement to the seller.
   2. Unless otherwise specified herein, the risk of loss or damage to the Equipment shall pass to the Buyer upon delivery and acceptance of the Equipment at the designated delivery location. The Seller shall bear the risk of loss or damage to the Equipment during transit to the delivery location.
   3. In the event of loss or damage to the Equipment prior to delivery and acceptance, the Seller shall, at its option, either replace the Equipment or refund any payments made by the Buyer for the Equipment. The Seller shall not be liable for any loss or damage to the Equipment after delivery and acceptance, and the Buyer hereby releases the Seller from any such liability.
10. REPRESENTATIONS OF SELLER
    1. Seller shall transfer absolute title of the Equipment and possession to Buyer as stipulated under the agreement.
    2. Seller is the lawful owner of and has good and marketable title to Equipment, free from all debts, security interests, liens, and encumbrances. There are no judgments, liens, actions, or proceedings pending or threatened against it anywhere.
    3. The Seller shall have the liability to replace or promptly remedy any defect in the Equipment as informed by the buyer during the inspection period.
    4. The cost and maintenance of insurance during the transit period shall be borne by Seller and Buyer shall in no case be responsible to get the insurance done or pay for the same, for the respective cause.
11. COVENANT OF BUYER
    1. Buyer agrees that from the date of possession of the Equipment, Buyer shall bear expenses of all kinds arising out of the ownership of Equipment and its maintenance in future.
    2. Buyer shall make timely payment for the Equipment after receiving the Invoice from the Seller.
    3. Buyer agrees to release the seller of all liabilities concerning the Equipment once the transfer of the Equipment has been done.
    4. Buyer shall be intimate within [INSERT THE HOURS\DAYS WITHIN WHICH BUYER SHALL INTIMATE AND ANY MATERIAL DEFECT IN EQUIPMENT AFTER RECEIVING IT] of receiving of Equipment of any material defect in the Equipment.
12. LIMITATION OF LIABILITY
    1. In no event shall either party be liable with respect to any subject matter of this agreement for loss of profits, cost of procurement of substitute goods or services, or incidental, indirect, special, consequential or other similar damages under any contract, negligence, strict liability or other legal or equitable theory. Except with respect to a breach of this agreement, the liability of either party for any claim arising out of or in connection with this agreement shall not exceed the amount paid by Buyer with respect to the Equipment giving rise to such claim.
13. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this AGREEMENT or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
14. CONFIDENTIALITY
    1. The contents of the present Agreement, the terms, and conditions of cooperation between the Parties, and the information disclosed by the Parties to each other as part of the present Agreement shall constitute a commercial secret.
    2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
15. FORCE MAJEURE
    1. No failure or omission by the Buyer or the Seller in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Buyer or the Seller , as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
16. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS WILL BE APPLICABLE] irrespective of where the Vending machine is used.  
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Seller and Buyer. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
17. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Seller: [INSERT THE EMAIL ID OR/AND ADDRESS OF SELLER]
       2. If to the Buyer: [INSERT THE EMAIL ID OR/AND ADDRESS OF BUYER]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
18. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE CITY or COUNTRY WHOSE ARBITRATION LAWS SHALL APPLY] then in force.
19. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
20. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Seller

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF SELLER]

Signature:

Date: [INSERT THE DATE ON WHICH SELLER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Buyer

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF BUYER]

Signature: 

Date: [INSERT THE DATE ON WHICH BUYER SIGNS THE AGREEMENT]