Comprehensive Equipment Transfer Agreement: Used Edge Banding Production Line for Sale from a Leading Chinese Manufacturer72

As the owner and operator of "Everlasting Edges Manufacturing Co., Ltd.," a prominent name in the Chinese furniture edge banding industry, we understand the intricate balance between innovation and operational efficiency. For years, our commitment to quality, precision, and timely delivery has positioned us as a trusted partner for furniture manufacturers both domestically and internationally. We specialize in producing a wide array of high-quality PVC, ABS, acrylic, and melamine edge banding materials, leveraging state-of-the-art production lines and rigorous quality control protocols. Our journey has been marked by continuous improvement, adopting advanced technologies, and optimizing our manufacturing processes to meet the evolving demands of the global market.

In line with our strategic vision for future growth and technological advancement, Everlasting Edges Manufacturing Co., Ltd. has made the strategic decision to upgrade a significant portion of our production capabilities. This involves the phasing out of certain operational, albeit slightly older, edge banding production equipment. This equipment, while no longer fitting into our immediate plan for next-generation, high-speed, and ultra-specialized product lines, remains robust, reliable, and perfectly capable of delivering high-quality edge banding materials for many years to come. It has been meticulously maintained by our in-house engineering team throughout its operational life, ensuring its continued efficiency and performance.

This decision presents a unique opportunity for other manufacturers, startups, or expanding businesses to acquire proven production assets at a significantly reduced investment compared to purchasing new machinery. We believe in fostering growth within the industry, and offering our well-maintained, pre-owned equipment for transfer is a testament to that belief. To ensure a smooth, transparent, and legally sound transaction for both parties, we have prepared a detailed Equipment Purchase and Sale Agreement. This document meticulously outlines the terms and conditions for the transfer of our edge banding production equipment, reflecting our commitment to professionalism and integrity in all business dealings.

This contract, "Production Edge Banding Equipment Transfer Contract," is designed to provide clarity on all aspects of the sale, from the description of the assets to payment terms, delivery responsibilities, and dispute resolution. It serves as a binding agreement that protects the interests of both the Seller (Everlasting Edges Manufacturing Co., Ltd.) and the prospective Buyer. We are confident that this equipment will continue to be a valuable asset for its next owner, contributing to their production success and market competitiveness. We invite serious inquiries from interested parties who are looking for a cost-effective solution to enhance or establish their edge banding manufacturing capabilities with reliable, proven machinery.

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PRODUCTION EDGE BANDING EQUIPMENT TRANSFER CONTRACT

This Equipment Purchase and Sale Agreement (the "Agreement") is made and entered into effective as of [Date of Agreement], by and between:

SELLER:
Everlasting Edges Manufacturing Co., Ltd. (永久边条制造有限公司)
[Seller's Registered Address]
[City, Province, China]
(Hereinafter referred to as "Seller")

AND

BUYER:
[Buyer's Legal Name]
[Buyer's Registered Address]
[City, Country]
(Hereinafter referred to as "Buyer")

WHEREAS, Seller is the lawful owner of certain used edge banding production equipment, which it desires to sell;

WHEREAS, Buyer desires to purchase said equipment from Seller;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Equipment" shall mean the specific edge banding production machinery, accessories, and ancillary items listed and described in detail in Exhibit A attached hereto and incorporated by reference.
1.2 "Purchase Price" shall mean the total consideration payable by Buyer to Seller for the Equipment as specified in Article 4.
1.3 "Effective Date" shall mean the date this Agreement is fully executed by both parties.
1.4 "Delivery Location" shall mean Seller's factory premises located at [Seller's Factory Address], [City, Province, China].

ARTICLE 2: AGREEMENT TO SELL AND PURCHASE

Subject to the terms and conditions of this Agreement, Seller agrees to sell, and Buyer agrees to purchase, the Equipment on an "AS-IS, WHERE-IS" basis, without any warranties as to merchantability or fitness for a particular purpose, save for the warranty of title.

ARTICLE 3: THE EQUIPMENT

3.1 The Equipment to be sold under this Agreement is described in Exhibit A, which includes, but is not limited to, production lines for PVC, ABS, or other specific materials, extruders, cooling baths, haul-offs, embossers, winders, cutting units, and associated control systems. Exhibit A shall provide serial numbers, model numbers, manufacturing dates, and a general description of the condition of each item.
3.2 Buyer acknowledges and agrees that it has had a full opportunity to inspect the Equipment at the Delivery Location, or has waived its right to do so. Buyer confirms that it is purchasing the Equipment "AS-IS, WHERE-IS," meaning Buyer accepts the Equipment with all faults, defects, and imperfections, whether known or unknown, visible or latent, at the time of sale. Seller makes no representations or warranties concerning the condition, quality, operational status, capacity, or suitability of the Equipment for any particular purpose, except as explicitly stated in Article 6.
3.3 Buyer understands that the Equipment is used and may require maintenance, repairs, or upgrades to meet Buyer's specific production requirements or local safety standards. Any such costs shall be borne solely by the Buyer after the transfer of risk.

ARTICLE 4: PURCHASE PRICE AND PAYMENT TERMS

4.1 The total Purchase Price for the Equipment shall be [Amount in USD, e.g., US$XXX,XXX.00] (hereinafter referred to as "Purchase Price"). All prices are exclusive of any Value Added Tax (VAT), sales tax, duties, tariffs, or other governmental charges, which, if applicable, shall be the sole responsibility of the Buyer.
4.2 Payment Schedule:
a) An initial deposit of [e.g., twenty percent (20%)] of the Purchase Price, amounting to US$[Amount], shall be paid by Buyer to Seller within [e.g., seven (7)] business days from the Effective Date of this Agreement. This deposit is non-refundable, except in cases of Seller's default.
b) The remaining balance of [e.g., eighty percent (80%)] of the Purchase Price, amounting to US$[Amount], shall be paid by Buyer to Seller upon successful pre-shipment inspection and prior to the commencement of dismantling and loading the Equipment at the Delivery Location, but no later than [Date].
4.3 All payments shall be made by wire transfer in United States Dollars (USD) to Seller's designated bank account, details of which will be provided upon request.
4.4 In the event of late payment, Buyer shall pay interest on the overdue amount at a rate of [e.g., one percent (1%)] per month, calculated from the due date until full payment is received.

ARTICLE 5: DELIVERY AND ACCEPTANCE

5.1 Delivery shall take place at the Delivery Location. Buyer shall be solely responsible for arranging and bearing all costs associated with the dismantling, packaging, loading, transportation, insurance, customs clearance (both export and import), and installation of the Equipment at its destination.
5.2 Seller shall provide reasonable access to the Delivery Location and cooperate with Buyer's designated personnel or contractors during the dismantling and loading process. Seller shall also provide reasonable assistance and documentation (e.g., original manuals if available, basic diagrams) to facilitate dismantling and re-installation.
5.3 The Equipment shall be made available for dismantling and loading by Buyer no later than [Number] days after full payment of the Purchase Price as per Article 4.2(b), and Seller confirms its readiness to commence the process on [Start Date]. Buyer shall complete the removal of all Equipment within [Number] business days from the start date.
5.4 Pre-Shipment Inspection: Buyer shall have the right to conduct a pre-shipment inspection of the Equipment at the Delivery Location within [Number] business days prior to the final payment or dismantling. During this inspection, Buyer may verify the physical presence of the items listed in Exhibit A and their general condition as described. Any discrepancies or defects observed during this inspection that were not previously disclosed by Seller must be communicated to Seller in writing immediately. Acceptance by Buyer after this inspection shall signify Buyer's satisfaction with the Equipment's condition "AS-IS, WHERE-IS."
5.5 Upon successful loading of the Equipment onto Buyer's designated transport, Buyer or its authorized representative shall sign a "Delivery and Acceptance Certificate" confirming receipt of the Equipment.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that:
a) Seller is the sole legal and beneficial owner of the Equipment and has the full power and authority to sell and transfer good and marketable title to the Equipment to Buyer.
b) The Equipment is free and clear of all liens, encumbrances, security interests, or other third-party claims at the time of title transfer.
c) Seller has the full corporate power and authority to enter into and perform its obligations under this Agreement.
d) To Seller's knowledge, the Equipment was in operational condition prior to being taken out of active service, and no known material defects were present other than those typical for used machinery of its age and usage. However, Seller provides no warranty as to its current operational status or future performance once dismantled and re-installed.

ARTICLE 7: REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:
a) Buyer has the full corporate power and authority to enter into and perform its obligations under this Agreement.
b) Buyer has sufficient funds to pay the Purchase Price and any other costs associated with the acquisition and transfer of the Equipment.
c) Buyer has conducted its own due diligence and is satisfied with the Equipment's condition "AS-IS, WHERE-IS" and its suitability for Buyer's intended use.

ARTICLE 8: TITLE AND RISK OF LOSS

8.1 Title to the Equipment shall pass from Seller to Buyer upon full payment of the Purchase Price as stipulated in Article 4.2(b) and the signing of the Delivery and Acceptance Certificate.
8.2 Risk of loss or damage to the Equipment shall pass from Seller to Buyer immediately upon the Equipment being loaded onto Buyer's designated transport at the Delivery Location. From that moment, Buyer shall be solely responsible for any damage, loss, theft, or destruction of the Equipment.

ARTICLE 9: INDEMNIFICATION

9.1 Buyer shall indemnify, defend, and hold harmless Seller from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the ownership, use, operation, maintenance, transportation, or disposal of the Equipment by Buyer after the transfer of risk.
9.2 Seller shall indemnify, defend, and hold harmless Buyer from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach of Seller's representations and warranties under this Agreement, particularly concerning title and existing encumbrances prior to the transfer of risk.

ARTICLE 10: CONFIDENTIALITY

The parties agree to keep the terms and conditions of this Agreement, including the Purchase Price and the identity of the Buyer (unless required by law), confidential and shall not disclose them to any third party without the prior written consent of the other party, except to their respective professional advisors, or as required by law or judicial process.

ARTICLE 11: FORCE MAJEURE

Neither party shall be liable for any delay or failure in performance of any of its obligations hereunder (except for payment obligations) if such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, war, hostilities, rebellion, civil commotion, strikes, lockout, epidemic, pandemic, fire, flood, earthquake, governmental orders, or embargo. The party affected by Force Majeure shall promptly notify the other party of the occurrence and nature of the event and shall use all reasonable endeavors to resume performance as soon as possible.

ARTICLE 12: GOVERNING LAW AND DISPUTE RESOLUTION

12.1 This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of laws principles.
12.2 Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in Beijing in accordance with its then-current arbitration rules. The arbitration award shall be final and binding upon both parties. The arbitration proceedings shall be conducted in English.

ARTICLE 13: NOTICES

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by reputable overnight courier, or transmitted by confirmed email to the parties at their respective addresses set forth above or to such other address as either party may designate by notice to the other.

ARTICLE 14: ENTIRE AGREEMENT

This Agreement, including Exhibit A, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to the sale of the Equipment.

ARTICLE 15: AMENDMENTS

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

ARTICLE 16: SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

ARTICLE 17: ASSIGNMENT

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

ARTICLE 18: LANGUAGE

This Agreement is drafted in English. In the event of any discrepancy or conflict between the English version and any translation thereof, the English version shall prevail.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

SELLER:
Everlasting Edges Manufacturing Co., Ltd.

_______________________________
By: [Authorized Signatory Name]
Title: [Title]

BUYER:
[Buyer's Legal Name]

_______________________________
By: [Authorized Signatory Name]
Title: [Title]

EXHIBIT A: LIST OF EQUIPMENT

This Exhibit details the specific items of edge banding production equipment included in this Agreement. It would typically include:

Full Production Lines:

Line 1: [Make/Brand], Model [Model Number], Serial No. [XXXXX], Year of Manufacture [YYYY]

Components: Single Screw Extruder (e.g., JSW-90), Flat Die Head, Cooling & Calibration Table (e.g., 6m length), Haul-off Unit, Embossing Machine, Primer Coater, Corona Treater, Winder/Cutter.
Condition Notes: Operational, regular maintenance records available, some wear consistent with age, minor cosmetic imperfections.


Line 2: [Make/Brand], Model [Model Number], Serial No. [XXXXX], Year of Manufacture [YYYY]

Components: Twin Screw Extruder (e.g., JSW-65), Multi-layer Die Head, Vacuum Calibration Unit, Cooling Tank, Traction Machine, Printer, Punching Unit, Double Station Winder.
Condition Notes: Good working order, recently serviced, ideal for thicker edge bands, minor control panel display issues (fixable).




Standalone Machines (if applicable):

Precision Slitting Machine: [Make/Brand], Model [Model Number], Serial No. [XXXXX]
Granulating Machine (for material recycling): [Make/Brand], Model [Model Number], Serial No. [XXXXX]


Ancillary Equipment:

Material Mixers, Hopper Loaders, Temperature Control Units (TCUs), Chillers, Air Compressors (specified models and serial numbers).
Spare Parts Inventory (detailed list of specific critical spares included).


Documentation Included: Original operation manuals (where available), electrical diagrams, basic mechanical drawings, maintenance logs (for primary machines).
Photos: High-resolution photos of all major equipment components will be attached to this Exhibit.

All equipment is located at the Seller's factory premises and is available for inspection.

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The comprehensive nature of this Production Edge Banding Equipment Transfer Contract ensures that all potential variables and responsibilities are clearly delineated, minimizing ambiguity and facilitating a straightforward transaction. For Everlasting Edges Manufacturing Co., Ltd., this strategic divestment allows us to reallocate resources towards cutting-edge research and development, investing in next-generation machinery that will enable us to produce even more innovative and specialized edge banding solutions. Our commitment to continuous improvement remains unwavering, and this transition is a vital step in maintaining our leadership in the highly competitive edge banding market.

For the acquiring party, this represents a golden opportunity. Instead of enduring the significant capital expenditure and lengthy lead times associated with procuring new equipment, they can immediately step into production with reliable, proven machinery. The "AS-IS, WHERE-IS" clause, while standard for used industrial equipment sales, is balanced by the transparent disclosure of the equipment's operational history and the opportunity for thorough pre-purchase inspection. This ensures that the Buyer makes an informed decision, understanding the equipment's condition and its potential. Our factory has a reputation for meticulous maintenance, and this equipment reflects years of careful operation and diligent servicing.

We believe in building long-term relationships and contributing to the success of our industry peers. This equipment transfer is more than just a sale; it's an opportunity to empower another entity to grow, create jobs, and produce high-quality products. We are confident that the robust engineering and diligent upkeep of our machinery will provide the new owner with a solid foundation for their manufacturing endeavors. Interested parties are encouraged to reach out to our sales and technical support team for further discussions, to schedule an on-site inspection, or to clarify any aspects of this agreement. Everlasting Edges Manufacturing Co., Ltd. stands ready to facilitate a seamless transfer and support the continued success of these valuable production assets.

2025-10-21

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