Sale of Used Equipment Terms and Conditions

This used equipment sales agreement sets out the basic rules for an equipment sale between a Buyer and a Seller. Title to the equipment transfers on the stated date, and the purchaser's acceptance occurs when the Buyer takes delivery. The Seller makes no express warranty and disclaims implied warranties of merchantability and fitness for a particular purpose.

The limitation of liability provision bars recovery of consequential damages, lost profits, and other indirect losses; in no event shall Seller be liable for damages arising out of the transaction. The agreement is the entire understanding between the parties and supersedes prior negotiations. Any change requires a writing signed by both parties. Governing law is the laws of the state identified; businesses often add venue terms stating that federal and state courts have exclusive jurisdiction.

The document does not address several issues that commonly appear in standard documents and practical law resources. It omits the purchase price mechanics, taxes, shipping costs, risk of loss during shipment, and who bears other charges and expenses incurred for transport or handling. It also lacks inspection procedures, acceptance testing, and whether the buyer may reject the seller's sales proposal or the buyer's purchase order if the terms conflict. If a purchase order is used, parties should clarify that such descriptions do not modify the agreement without prior written consent.

Insurance coverage and indemnification are also absent. When a purchaser or carrier enters the seller's premises to pick up such equipment, many contracts require compliance with the seller's plant safety rules and insurance evidencing workers' compensation, employer's liability, and automobile liability. Parties may add clauses where the purchaser agrees to hold the seller harmless and indemnify the seller from bodily injury, property damage, or alleged injury liability directly or indirectly resulting from subsequent use.

Force majeure, export controls, trade sanctions, and United Nations convention exclusions are typical add-ons. Clear dispute resolution language can designate the prevailing party to recover court costs and reasonable attorney's fees.

Use cases include resale of machine tools, lab instruments, or vehicles where the buyer will obtain operation manuals from the original manufacturer and inspect equipment prior to pickup. The purchaser understands that used items may have defects and that such models or specifications may not necessarily conform to current standards; a short written notice process for claims and such repairs, if any, can help manage risk.

Proposal Kit helps organizations assemble agreements like this with document assembly, automated line-item quoting, an AI Writer to build supporting documents, and an extensive template library, making it easier to tailor provisions and keep other terms and usage of trade consistent across transactions.

Beyond the core as is sale, businesses benefit from clarifying payment mechanics and logistics that the agreement does not set forth. Identify the prices set, when such payment is payable, and whether the seller shall retain a security interest until funds clear. State who arranges transportation facilities, how many business days to pick up the equipment purchased, and what happens upon such delay or the purchaser's failure to take possession after the date thereof.

Require signatures by an authorized representative of the parties hereto, so amendments are deemed valid only with such consent in writing. A pro seller posture often adds a clause that the purchaser acknowledges inspection opportunities and the purchaser represents that the equipment is of a general type suitable for the buyer's responsibility. Where individual articles are delivered in stages, specify remedies for breach and any right to cancellation or other transfer requests.

Risk and safety deserve more specific warning language. If any hazardous materials, hazardous chemicals, or other hazardous materials may be present on or in the equipment, include a specific warning and, where needed, a more specific warning about any chemical reaction or indirectly hazardous residue from raw materials, fuel lines, or aforesaid chemicals. A cautioned purchaser provision can state that the purchaser assumes safe operation duties and will maintain documentation, operation practices, and certificates necessary for health and life safety.

Many pro-industry terms require the purchaser to obtain fuel, provide the seller with insurance evidencing the aforementioned insurance coverages, and hold harmless the seller and indemnify and defend to the fullest extent permitted against any claim by any person arising from the purchaser's conduct, subsequent performance, workmanship, labor, or use. The purchaser agrees to hold the seller harmless for property damage or bodily injury, including but not limited to strict liability claims, unless otherwise determined illegal by applicable law principles. If the seller invited such a person or agents onto the seller's premises for pickup, the contract can require that such insurance and that obtained insurance coverage satisfactory to the seller be furnished prior to pickup.

For governance, add dispute and default procedures so any controversy arising can be construed in accordance with governing law, with attorneys' fees and costs and expenses to the prevailing party. Force-majeure style terms can cover fire, war, act of god, governmental action, or export controls; notwithstanding delays, such failure to deliver caused by events beyond control shall be deemed excused. Clarify what happens if any provision is determined illegal; the remainder stays in effect to the fullest extent. Address infringement indemnity tied to the manufacturer's origin, and who will pay, defend, and bear penalties or judgments in connection therewith.

Proposal Kit helps teams assemble these provisions in a consistent manner using document assembly, automated line-item quoting, an AI Writer to build supporting documents, and an extensive template library. Its how-to guides and checklists make it easier to write in a clear form, integrate other information from practical law resources and legal updates your counsel tracks, and adapt the provisions contained to your customers, affiliates, and representatives. If you are experiencing technical difficulties writing, contact technical support within your organization to ensure full access to required files and smooth delivery.

Further refinements help both sides align expectations. Define when the risk of loss transfers. Many deals state that it passes when the article leaves the seller's dock, so the buyer is responsible for transit risks. The following terms are common: neither party may assign rights without prior consent; a party may terminate for violation of payment or pickup commitments; notices of demand and cure run for a thirty-day period; and, contrary to any course of dealing, the written agreement is the sole record of the bargain and promises intended by the parties hereto. Clarify that any account credits or other matters must be requested in writing and that delays beyond the buyer's control do not affect the title transfer already set forth.

On warranties, the contract is as-is. If the parties add a narrow assurance, state that the seller warrants a clear title only, for a short warranty period, and that any sample, model, or description is not a warranty; such affirmation shall be deemed for identification only. Allocate responsibility for faults discovered after delivery and specify remedies at the seller's sole judgment.

Compliance language can cover national defense requirements, export end-use identifying information, and that the equipment is subject to applicable controls. Liability limitations should expressly protect the respective directors, employees, agents, and representatives collectively, including for claims arising from the presence of third parties on seller premises.

For governance, state that the foregoing will be construed in accordance with chosen law principles, that termination may follow demand for payment not made within the defined period, and that disputes among parties relating to performance follow the agreed process.

Teams can use Proposal Kit's document assembly, AI Writer, and templates alongside practical law resources to carry standardized clauses into each deal, track legal updates, and produce clear drafts on request or at other times, with practical checklists that keep every provision in regard to risk, compliance, and operations aligned. If experiencing technical difficulties accessing files, contact technical support for assistance.

Writing the Sale of Used Equipment Terms and Conditions document - The Narrative

How to Build a Legal Contract with Proposal Kit

This video illustrates how to create a legal contract using the Proposal Pack Wizard software. It also shows how to create a proposal with an invoice and contract at the same time.