Delivery, acceptance, and risk of loss
Sales of equipment are generally governed by the Uniform Commercial Code, which supplies default rules when the contract is silent. Those defaults may not suit a large or specialized purchase. The agreement should say where and how the equipment is delivered, when risk of loss passes from seller to buyer, who handles installation and testing, and what counts as acceptance. A buyer who signs a delivery receipt or begins using equipment may be treated as having accepted it, which narrows later options. Specific acceptance testing and a process for reporting defects give both sides a clearer path when something is wrong.
Warranties and their limits
Sellers commonly disclaim implied warranties and offer a limited express warranty instead, often promising repair or replacement rather than money damages. Used equipment is frequently sold as is. These disclaimers and limits are usually enforceable between businesses if drafted properly, and the code has specific requirements for how certain disclaimers must appear. Buyers should read what the warranty actually covers, how long it lasts, and whether consequential losses such as downtime are excluded. If the equipment was described in a proposal or specification sheet, consider whether those statements are incorporated into the contract or excluded by an integration clause.
Title, liens, and the rest of the deal
A buyer should confirm the seller has clear title. A search of public filings can show whether a lender holds a security interest in the equipment, and that interest may follow the equipment unless it is released at closing. Sales tax, export controls for equipment crossing borders, and any financing or lease arrangement also need attention. Bring the quote or purchase order, any specifications, and the other side's terms and conditions, since conflicting forms are common and the code has its own rules for sorting them out. We review the agreement with your actual timeline and use of the equipment in mind.
