Contract for Sale of Computer New Equipment



[Name] (Buyer) agrees to purchase and [name] (Seller), by acceptance of this Agreement, agrees to sell the machines and features (the machines) listed below (more fully described in attached specification sheets [omitted]).

1. Prices and Identification of Machines. Buyer agrees to purchase the following:

[schedule of computers specifying item, type, model, warranty category, description, quantity, price, and total price]

2. Additional Price Terms. Prices of the machines are FOB Seller's plant. Buyer will pay all transportation, rigging, and draying charges. All taxes, except those based on Seller's net income, will be added to the price of the machines. Buyer will pay any personal property taxes assessable on the machines after delivery to the carrier.

3. Changes in Prices.

a. Increases. Prices of the machines will not be affected by any price increase that takes effect during the three months before the date of shipment of the machines. However, Buyer is subject to all other price increases. If the price of any machine is increased, Buyer may elect to cancel this Agreement, either as it relates to that machine or in its entirety. This cancellation must be made by written notice to Seller sent within [number] days of notification of the price increase. Absent such written cancellation, the higher prices shall be effective.

b. Decreases. Buyer is entitled to the benefit of any decrease in price established by Seller up to and including the date of installation, or [number] days after plant shipment, whichever occurs first.

4. Time for Execution and Payment. This Agreement must be received by Seller on or before the date of installation of the machines. Payment in full for each machine is due on the date of installation, unless otherwise provided in a contract for installment payment between Seller and Buyer.

5. Title to Machines. Title to each machine passes from Seller to Buyer on the date of shipment, or on the date of acceptance of this Agreement by Seller, whichever is later.

6. Security Interest. Seller reserves a purchase-money security interest in each machine in the amount of its purchase price. This security interest will be satisfied by payment in full unless Buyer and Seller have otherwise agreed on an installment payment contract. This Agreement serves as a financing statement. It may be filed, at any time after Buyer has signed it, with the appropriate state authorities in order to perfect a security interest. Such filing, however, does not constitute acceptance of this Agreement by Seller.

7. Risk of Loss or Damage. Risk of loss or damage remains with Seller (and its insurers, if any) up to and including the date of installation. This includes damage caused by Buyer's negligence, except for loss or damage caused by nuclear reaction, nuclear radiation, or radioactive contamination caused by Buyer. After the date of installation, the risk of loss or damage will be with Buyer.

8. Delivery. Seller will deliver machines according to a delivery schedule agreed upon with Buyer subject, however, to conditions beyond Seller's control. The manner of shipment must take into consideration the nature of the machinery and the hazards of transporting it.

9. Installation.

a. Installation Requirements. Buyer must provide all facilities required by the appropriate "installation manual-physical planning" of Seller, and furnish all labor required for unpacking and placement. Packaging materials are the property of Buyer. Seller will install the machines in good working order.

b. Date of Installation. The date of installation for purposes of this Agreement is the business day following either (i) the day Seller determines the machine has been installed and is in good working order or (ii) the day the machine is delivered and Buyer fails to provide the proper installation facilities. Seller will notify Buyer when the machine has been installed and is in good working order.

10. Warranty.

a. Manufacturing Standards. The machines may be (i) newly manufactured by Seller, using new and/or serviceable used parts (equivalent to new in performance); (ii) assembled by Seller from serviceable used parts; or (iii) machines previously installed. Machines assembled from serviceable used parts and those previously installed will meet Seller's functional product specifications for new machines in effect at the time of shipment.

b. Service and Parts Warranty. Beginning on the date of installation, Seller will maintain the following machines in good working order, at no charge to Buyer, for the following periods:

[schedule of computers specifying type of machine and service warranty period]

(solid state and other electronic devices only)

Seller will make all necessary adjustments, repairs, and replacement of parts at Buyer's request. All replacement parts will be new or equivalent to new in performance. Replaced parts become the property of Seller, on an exchange basis.

Seller may store on Buyer's premises any parts or maintenance equipment necessary to service the machines under warranty.





Service will normally be furnished by Seller's nearest branch office. Seller shall have full and free access to the machines in order to service them. Buyer will not be charged for travel expenses incurred in servicing machines under warranty, except where such machines cannot normally be reached by automobile or scheduled public transportation. Buyer must promptly notify Seller of any change in location of a machine during its period of warranty.

Seller will furnish service not covered by this warranty at its applicable hourly rates, and on terms in effect at the time.

c. Parts Warranty. Seller warrants that each [category] machine, excluding solid state and other electronic devices that are warranted for [number] months, will be free of defects in material and workmanship for [number] years. Seller's obligation is limited to providing replacements for parts. Buyer must promptly notify Seller of any part Buyer believes is defective. Seller will replace any part found to be defective upon inspection by Seller. All replacement parts will be new or equivalent to new in performance. All replaced parts become the property of Seller on an exchange basis. Seller will furnish no service under this parts warranty. 11. Limitation of Warranty. The warranties provided in Paragraph 10 do not apply to the repair of damage (or any increase in service time) caused by the following: (a) accident, transportation, neglect, or misuse; (b) alterations of the machines (including, but not limited to, any deviation from the circuit or structural machine designs provided by Seller, installation or removal of [features], and any other modifications) and maintenance performed by anyone other than Seller's representatives; (c) any machine other than a machine owned by Seller, or under warranty with Seller or covered by a maintenance agreement with Seller; (d) failure to provide a suitable installation environment with all facilities required by Seller's appropriate "installation manual-physical planning" (including, but not limited to, failure of or the failure to provide adequate electric power, air conditioning, or humidity control; (e) use of supplies or materials that do not meet Seller's specifications for installation; or (f) use of the machine other than for the purposes for which it was designed. Seller is not responsible for (a) failure to provide service or parts due to causes beyond its control; (b) service or replacement of parts required to adjust or repair any machine, or part, if it is impractical to do so due to alterations in the machine or its connection to another machine or device; and (c) service or replacement of parts if the machine is located outside the United States or Puerto Rico.

12. Responsibility for Use and Damage. Buyer is responsible for proper use, management, and supervision of the machines and programs, audit controls, operating methods, and office procedures for establishing any controls required over access to data, and for establishing all procedures governing the intended use of the machines and the security of the data stored in them. Seller will not be liable for any damages caused by Buyer's failure to fulfill any of the responsibilities stated in this section.

13. Service and Parts. Seller will provide, at Buyer's request, maintenance service for machines, and repair or replacement parts as long as they are generally available, at Seller's established prices and on terms prevailing at the time.

14. Changes in Machines Ordered.

a. Right to Changes. Buyer may, by agreement with Seller, change the configuration of the machines prior to the date of shipment; Buyer may order in writing additional features and model conversions that are installable in the field at any time after acceptance of this Agreement by Seller. Such features and conversions are subject to Seller's prevailing prices, terms, and conditions in effect at the time.

b. Warranties. Beginning on the date of installation of any additional feature or model conversion, the following warranties (more fully described in Paragraph 10) apply: (i) a [number]-year service and parts warranty if installed on a [category] machine; (ii) a [number]-month service and parts warranty if installed on a [category] machine; or (iii) a [number]-month parts warranty if installed on a [category] machine. In addition, any such feature or model conversion installed on a category [type] or [type] machine within [number] years of the date of installation of that machine will have the benefit of any unexpired warranty of such machine.

15. Accessories Changes and Supplies. Seller will sell Buyer, on request, any machines, attachments, features, or engineering changes it has for sale that are suitable for use on or with the machines sold in this Agreement. Seller, however, makes no representation that such machines, attachments, features, or engineering changes will be suitable for use on, or with, these machines. Seller will also sell Buyer, on request, cards, tapes, and other supplies used in the operation of the machines as long as Seller has them available for sale. All items will be sold at Seller's established prices and terms in effect at the time.





16. Limitation of Liability.

a. Warranties. THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE).

b. Claims by Third Parties. Seller will not be liable for any claim or demand against Buyer by any third party, except for a claim for patent infringement as provided in Paragraph 17.

c. Claims by Buyer. No action, in any form, arising from transaction under this Agreement, may be brought by either Buyer or Seller more than one year after it has accrued, except an action for nonpayment that can be brought within one year after the date of last payment. Seller will not be liable for any claim for Buyer's lost profits. Seller will also not be liable for any consequential damages, even if it has been advised of the possibility of such damages.

17. Patent Indemnity.

a. Agreement to Defend and Indemnify. Seller will defend, at its own expense, any action brought against Buyer based on a claim that the machines, or the operation of the machines using any program or system control programming furnished by Seller, infringe a U.S. patent. Seller will also pay costs and damages finally awarded against Buyer in any such claim, subject to subsections (b) and (c) of this section.

b. Conditions. Seller's obligations under subsection (a) are conditioned on the following:

i. Buyer must promptly notify Seller, in writing, of any notice of such claim;

ii. Seller must have sole control of the defense of any such action and all negotiations for its settlement or compromise; and

iii. If the machines or their operation are or are likely to become (in Seller's opinion) the subjects of a U.S. patent infringement claim, Buyer must permit Seller, at its option and expense, to obtain for Buyer the right to continue using the machine, to replace or modify the machine to make it noninfringing, or to accept the return of the machine and grant Buyer a credit for such machine, as depreciated. Depreciation will be calculated at an equal amount per year over the life of the machine, as established by Seller.

c. Limitation. Seller will have no liability to Buyer for any claim of patent infringement based on:

i. The combination, or use, of the machines with other machines or devices not made by Seller;

ii. Operation of the machines using any program other than, or in addition to, any program or system control programming furnished by Seller; or

iii. Modification by Buyer of the machines or the programs or system control programming furnished by Seller.

d. Total Extent of Liability. The provisions of Paragraph 17 state the entire liability of Seller with respect to patent infringement.

18. Assignment. This Agreement is not assignable without written permission from Seller. Any attempt at assignment, without such permission, is void.

19. Governing Law. This Agreement will be governed by the laws of [state].

20. Entire Agreement. This document is the complete and exclusive agreement between Seller and Buyer. It supersedes all oral or written proposals and all other communications between Seller and Buyer regarding the machines.

21. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that shall not affect or impair, in any way, the validity, legality, or enforceability of the remainder of this Agreement.

22. Oral Changes. This Agreement may only be changed in a writing signed by Seller and Buyer.

23. Definition. The term "this Agreement" includes any applicable installment payment agreement, supplement, or future written amendment.

Buyer acknowledges that he has read this Agreement, understands it, and agrees to all its terms and conditions.

[signature]

Buyer

[dated]

Received by [manager's signature]

On [date]

Accepted:

[signature]

Seller

[dated]