Equipment sale agreement, lathe and press
Equipment sale agreement with serial numbers and an inspection window
Used machinery changes hands on a workshop floor, and the argument afterwards is always about condition or about who damaged the door frame on the way out. This agreement records the serial numbers and the known faults, gives the buyer two days to power the machines up, and puts the rigging, the making good and the storage charge in writing.
The document, page by page
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Section by section
What each section is for, so you can keep the ones you need and drop the rest.
- Parties and key facts
- Both companies, why the equipment is being sold, and the price, deposit, inspection window and removal date.
- 1. The equipment
- The three row table with serials and prices totalling $26,000, and the faults disclosed.
- 2. Price, payment and title
- Deposit and balance, ownership passing on payment, and risk passing at the lift.
- 3. Inspection and acceptance
- Two days of access to power up and run, and three business days to accept or reject in writing.
- 4. Removal
- Who arranges and pays for the move, access hours, making good and the storage charge.
- 5. Warranties, safety and general
- Five numbered warranties, the exclusion of condition warranties, and notices and variations.
- 6. Signing
- Execution with the photographs, the register search and the rigger floor plan.
- Signatures
- A block for each company with name, position and date.
Clauses in this document
- Exclusive remedy clause: sample and the UCC 2-719 test
- Fitness for purpose clause: a promise that the design works
- Incoterms clause: naming the delivery point, risk and freight
- Inspection of goods clause: checking and rejecting a delivery
- Passing of risk clause: whose loss is it
- Retention of title clause in New Zealand: sample and registration
- Retention of title clause in the UK: a Romalpa sample
How to adapt this agreement
For a sale that includes installation and commissioning by the seller, delete the risk at the lift clause and replace it with acceptance testing at the buyer site against a stated tolerance, because once the seller is installing, the buyer is entitled to a working machine rather than a machine as it stood. For a sale of a single item collected by the buyer in a ute, cut sections 3 and 4 down to a single inspection and collection clause, since three business days of acceptance on a $900 bench grinder is more process than the deal deserves. For equipment with finance owing, add a payout clause naming the financier and pay the balance to them directly, and make the release of the registered interest a condition of the buyer paying at all.
Why acceptance matters more than warranty
In a second hand equipment sale the seller gives no express warranty, so inspection, with the right to walk away, is the buyer's main protection. The Australian Consumer Law guarantees still cover faults that were not disclosed and that the inspection would not reveal. That makes section 3 the centre of the agreement rather than section 5. Two days of access with power on, a fitter and a test bar answers most questions about a lathe, and a written acceptance closes the deal cleanly for both sides. An agreement that gives the buyer an open ended right to complain after the machine is installed in its own workshop is worse for everyone: the seller never knows when the sale is final, and the buyer ends up arguing about damage that could have happened during the move.
What makes this document work
Title and risk move at different moments, and both are named
Clause 2.1 passes ownership when the balance is received, so a part paid machine is still the property of the seller. Clause 2.2 then passes risk when the rigger lifts it off the floor. Separating the two is what decides who claims if the machine is dropped in the yard.
Acceptance has a deadline and a format
Three business days after the inspection to accept or reject in writing, with a rejection naming the machine and the defect, and no valid rejection for a fault already disclosed. Silence is acceptance. That single clause converts an open ended handover into a closed one.
Removal is costed, including the part nobody plans for
The buyer pays for disconnection by a licensed electrician, rigging, transport and reinstallation, and the seller supplies the forklift operator free and the floor plan showing the service pit. Clause 4.2 then makes good any damage to the floor or switchboard and charges $60 a day for anything left after 2 October.
Questions people ask
What should an equipment sale agreement include?
Each machine with its serial number and price, the condition it is sold in and the faults disclosed, the price and payment terms, when title and risk pass, an inspection and acceptance process, who arranges and pays for removal, and what happens to anything left behind.
When does ownership of used equipment pass?
Here, on payment of the balance in cleared funds, not on delivery. Clause 2.1 says so explicitly and adds that the equipment stays the property of the seller until then even if part of the price has been paid, which protects the seller if the buyer becomes insolvent between deposit and balance.
Should a buyer of used machinery run a finance search?
Yes. Equipment is a common subject of a registered security interest. The warranty list in section 5 requires the seller to release any registered interest before the balance is paid, and a buyer searching the register by serial number before payment is the practical way to check that promise.
Can a seller of used equipment exclude warranties?
Only its own express warranties. In Australia a business buying goods for $100,000 or less is a consumer under the Australian Consumer Law, so on this $26,000 sale the consumer guarantees still apply and cannot be excluded, though a seller may limit its liability to repair, replacement or the cost of either, and faults it disclosed, like the tailstock runout, are not covered. Warranty four works within that limit.
Who pays for rigging and transport?
The buyer, under clause 4.1, along with disconnection by a licensed electrician and reinstallation at its own site. The seller provides access on weekdays between 7.00 am and 3.00 pm, a forklift operator for loading at no charge, and the floor plan showing the service pit so the rigger can plan the lift.
What happens if the equipment is not collected on time?
Clause 4.2 charges $60 a day storage after 2 October 2027, and after 30 days allows the seller to sell the equipment and apply the proceeds against what is owed, after giving 14 days written notice. That clause exists because a sold machine sitting on a leased floor costs the seller rent.
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