Equipment Purchase Agreement


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BUYER INFORMATION
(Buyer to complete all fields)

  • Business Name:
  • Primary Contact Name:  
  • Phone Number:  
  • Email Address:  
  • Business Website:  
  • Business Address:
    Street:  
    City: State: Zip:  

TERMS AND CONDITIONS

Buyer:
Seller: InteliVend Inc.
Contact:
Seller Contact: Nicholas Yates
Street Address: 30 N Gould St, Suite R
City: Sheridan
State: WY
Zip: 82801
Email: [email protected]

  1. AGREEMENT AND ACCEPTANCE
    These Terms and Conditions apply to all orders placed by the Buyer for the purchase of parts, services, and/or equipment from InteliVend Inc. (“InteliVend”). By submitting a purchase order ("Order") or any other order form for the purchase of products ("Products"), and/or by accepting delivery of the parts, services, or equipment, the Buyer agrees to be bound by these Terms and Conditions.

Any invoice, order confirmation, or other acceptance document issued to the Buyer by InteliVend shall be deemed to incorporate all these Terms and Conditions by reference. Any additional or different terms provided by the Buyer are expressly rejected and will not be binding unless agreed to in writing by an authorized InteliVend representative. In the event of any inconsistency between these Terms and Conditions and any purchase order or order form, these Terms and Conditions shall prevail.

InteliVend reserves the right to modify these Terms and Conditions at any time at its sole discretion.

  1. ORDERS
    The Buyer may, from time to time, submit an Order for Products to InteliVend. Each Order must include at a minimum:
  • The quantity of each Product ordered,
  • The proposed delivery date(s),
  • The designated delivery site(s) (“Delivery Site”), and
  • Shipping instructions.

InteliVend may accept the Order within seven (7) business days of receipt by issuing a written Sales Order Confirmation via email. If an Order is not accepted within seven (7) business days, it shall be deemed rejected. Upon acceptance of an Order, the Buyer is obligated to purchase the specified quantity of Products.

InteliVend’s acceptance of an Order is expressly conditioned upon the Buyer’s acceptance of these Terms and Conditions.

Upon receipt of the Order and payment in full, the Zwirly machine will be shipped to the designated business location within 30 to 60 days. Once the machine arrives, InteliVend will coordinate with the Buyer to schedule installation and training. These services will be performed by a certified local Zwirly Ambassador, who will ensure proper setup and onboarding.

  1. PRICING, PAYMENT TERMS, AND TAXES
    The price of the Products shall be based on InteliVend’s current pricing at the time the Order is submitted, as confirmed in the Sales Order Confirmation. Any price specified by the Buyer in an Order or other order form is expressly rejected unless confirmed in writing by InteliVend.

Except for applicable import charges, all prices are exclusive of sales, use, excise, and other applicable taxes, duties, and fees imposed by governmental authorities. The Buyer is responsible for all such costs unless otherwise specified by law (e.g., certain tax collection obligations in California).

InteliVend shall issue an invoice upon payment for the Products. All invoices must be paid in accordance with the payment terms stated in the Sales Order Confirmation. The Buyer is liable for any costs incurred by InteliVend in connection with the collection of overdue payments, including but not limited to attorney’s fees, court costs, and related expenses.

  1. PARTS AND EQUIPMENT LIMITED WARRANTY
    What is Covered:
    InteliVend warrants that new equipment, sealed refrigeration systems (SRS), and replacement parts shall be free from defects in material and workmanship under normal use and service, according to the following schedule:
  • Replacement Parts: Covered for two (2) years from the date of original installation or twenty-five (25) months from the date of shipment, whichever occurs first.
  • Equipment Parts: Covered for two (2) years from the date of original installation or twenty-five (25) months from the date of shipment, whichever occurs first.
  • On-Site Repairs: Covered for two (2) years from the date of original installation or twenty-five (25) months from the date of shipment, whichever occurs first. Labor and spare parts included.
  • Sealed Refrigeration System: Compressor, condenser, evaporator, and filter drier are covered for two (2) years from installation or 25 months from shipment.

What is Excluded:
Warranty does not cover damage due to misuse, unauthorized modifications, use of non-approved ingredients, improper cleaning, voltage fluctuations, or Acts of God.

Limitation of Liability:
IN NO EVENT SHALL INTELIVEND BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. LIABILITY IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCT.

Extended Support:
After the standard 2-year warranty period expires, Buyers may choose to purchase an extended support plan from InteliVend, subject to availability and pricing at that time. These plans may include continued access to technical support, replacement parts, and maintenance guidance. Details and enrollment options will be provided upon request.

5–16. (Unchanged)

  1. INSTALLATION & SITE REQUIREMENTS Each Zwirly machine must be installed at a commercial location that meets the following minimum requirements:
  • Electrical: A dedicated 110V / 25A outlet must be available within 3 feet of the installation site.
  • Sanitation & Compliance:
    The location must either:
    • Have access to a three-compartment sink, or
    • Hold an approved, active Food Permit issued by the relevant local health department.

Buyer is solely responsible for ensuring compliance with all applicable regulations. Failure to meet requirements may result in delays, denial of permits, or voided warranty.

  1. NO FRANCHISE OR TERRITORY GRANT This Agreement does not constitute a franchise, distributorship, or exclusive territory grant of any kind. Buyer is purchasing a unit for independent operation only. No right to use the Zwirly brand, trademarks, logos, or system (beyond what is necessary to operate the equipment as purchased) is granted beyond the scope of this Agreement.
  2. CONSUMABLES POLICY Buyer agrees to exclusively use Zwirly-branded consumables, including soft serve powder mixes, branded cups, spoons, toppings, and sauces, available through the Zwirly e-commerce platform at www.zwirly.com or via the Zwirly Software Portal.

Use of unapproved or third-party consumables may:

  • Compromise machine performance
  • Void the limited warranty
  • Result in immediate suspension of remote software access and support
  1. REFUND POLICY All sales are final. InteliVend does not offer refunds, returns, or buybacks under any circumstances once an Order has been accepted and payment has been received. Buyer acknowledges and agrees that purchases are made at their own risk and are not subject to cancellation, refund, or resale back to InteliVend.

 

EXHIBIT A
SOFTWARE LICENSE AGREEMENT

  1. Agreement and Acceptance
    This Software License Agreement ("Agreement") is part of the Terms and Conditions of Sale (the "Terms") and governs the license of the Software by InteliVend to Buyer. By using the Software, the Buyer agrees to be bound by this Agreement.
  2. License Grant and Scope
    InteliVend grants Buyer a non-exclusive, non-transferable, non-sublicensable license to use the software, firmware, and data files embedded in or installed on the Products, solely in connection with their operation. The Software may not be sold, sublicensed, assigned, or transferred.
  3. Use Restrictions
    Buyer may not:
  • Use the Software outside the scope of the license
  • Provide third-party access
  • Modify, copy, reverse-engineer, or decompile it
  • Remove any proprietary notices or security features
  1. Maintenance and Support
    Buyer may receive Updates (e.g., patches or bug fixes) at InteliVend’s discretion. These Updates are also governed by this License.
  2. Collection and Use of Information
    Buyer agrees that InteliVend may collect data related to the Software's performance and usage, for the purposes of improving services and functionality.
  3. Intellectual Property
    The Software is licensed, not sold. All rights remain with InteliVend.
  4. Term and Termination
    The License is valid for two (2) years from purchase or until terminated. Upon termination, Buyer must cease use and delete or return all copies of the Software.
  5. Warranty Disclaimer
    The Software is provided “as is” with no warranty. InteliVend disclaims all implied warranties including merchantability, fitness for purpose, and non-infringement.
  6. Limitation of Liability
    InteliVend shall not be liable for any indirect or consequential damages. Total liability is limited to the original purchase price of the Product.
  7. Compliance with Laws
    Buyer agrees to comply with all applicable U.S. laws, including export regulations.

EXHIBIT B – SPARE PARTS LIST & PRICING

A comprehensive list of Zwirly spare parts and current pricing will be made available upon request or through the Zwirly e-commerce platform at www.zwirly.com. This exhibit will be updated and published separately once finalized.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Zwirly Purchase & Installation Agreement as of the dates set forth below.

SELLER
InteliVend Inc.
Name: Nicholas Yates
Title: Founder & CEO
Date:

BUYER
Date:
Signature:

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Signature Certificate
Document name: Equipment Purchase Agreement
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July 29, 2025 8:58 pm PDTEquipment Purchase Agreement Uploaded by Nicholas Yates - [email protected] IP 115.78.2.8
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