Equipment Maintenance Fork Lift Trucks

EQUIPMENT MAINTENANCE AGREEMENT — FORK LIFT TRUCKS

This Equipment Maintenance Agreement (Agreement) is entered into as of Effective Date: by and between Service Provider: and Client Name: .

WHEREAS

WHEREAS, Service Provider is duly qualified and experienced in the inspection, maintenance, repair, and certification of powered industrial vehicles, including fork lift trucks, and maintains skilled technicians, tools, and insurance appropriate for such services; and

WHEREAS, Client owns or operates fork lift trucks requiring scheduled preventive maintenance, safety inspections, emergency repairs, and parts replacement to ensure safe and continual operation at Client facilities; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform maintenance and related services for Client's fork lift trucks.

SCOPE OF WORK

Service Provider shall perform scheduled preventive maintenance, safety inspections, adjustments, repairs, and parts replacement for the fork lift trucks described below. Services shall include, at a minimum, the tasks and frequencies described in this section and in any attached inventory schedules.

Standard services to include: visual and operational inspection of mast and lift assemblies, hydraulic system checks, brake and steering inspection, battery testing and maintenance (for electric units), engine and fuel system maintenance (for internal combustion units), safety device verification, lubrication, adjustment of forks and chains, and written service reports. Emergency repair response and parts procurement are further described below.

SERVICE FREQUENCY & AVAILABILITY

Scheduled maintenance frequency (select applicable): Weekly Biweekly Monthly Quarterly Annual

Emergency response obligation: Service Provider will maintain on-call availability and provide emergency repair response within Response Time (business hours): (measured from Client notification). Emergency parts procurement lead times shall be communicated in writing and reasonable efforts made to minimize downtime.

PAYMENT TERMS

Client shall pay Service Provider in consideration for services as follows:

All payments are due as set forth above. Service Provider may suspend services for overdue accounts upon five (5) days' written notice. Client remains responsible for services performed prior to suspension and for reasonable costs to restore service. All prices are exclusive of applicable taxes unless otherwise stated.

PARTS, LABOR & WARRANTY

Unless otherwise agreed in writing, Client shall reimburse Service Provider for parts and materials at cost plus agreed markup as indicated in the invoice. Labor is billed as set out in the Payment Schedule. Service Provider warrants that repairs and parts supplied by Service Provider carry a warranty for a period of Warranty Period: against defects in workmanship. This warranty does not cover damage due to misuse, operator error, lack of proper maintenance, collision, or modifications by others.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written Notice Period (days): days' advance written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days following written notice specifying the breach. Termination does not relieve Client of payment obligations for services performed and parts supplied prior to termination.

CONFIDENTIALITY

Each party agrees that, during the term of this Agreement and for a period of three (3) years thereafter, it will hold in confidence and not disclose to any third party any non-public information regarding the other party's business, equipment specifications, maintenance records, safety incidents, pricing, or proprietary methods (Confidential Information), except as required by law or as necessary to perform the services. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, or information lawfully received from a third party without restriction.

INSURANCE, LIABILITY & INDEMNITY

Service Provider shall maintain at its own expense commercial general liability insurance, workers' compensation as required by law, and automobile liability insurance in amounts customary for the industry. Certificates of insurance shall be provided upon Client request. Service Provider's liability for direct damages arising from Service Provider's negligence shall be limited to the greater of the total amount paid by Client under this Agreement in the prior six (6) months or $50,000.

Each party shall indemnify and hold harmless the other party from claims, damages, or liabilities arising from its own negligence or willful misconduct in connection with this Agreement; provided, however, that no party shall be liable for consequential, incidental, special, punitive, or exemplary damages except to the extent such damages result from gross negligence or willful misconduct.

COMPLIANCE WITH LAWS & SAFETY

Service Provider shall perform work in compliance with applicable laws, regulations, and safety standards. Client shall promptly notify Service Provider of any site-specific safety requirements and ensure that Service Provider technicians have safe access to equipment. Client will not allow equipment to be operated in a manner knowingly unsafe or in violation of manufacturer instructions.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any written appendices, schedules, and equipment inventories executed by the parties, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL TERMS

Any change in scope, additional services, or parts beyond the agreed scope shall be authorized in writing prior to performance. Service Provider will provide Client with written service reports after each maintenance visit documenting work performed, parts installed, and recommendations for remediation or replacement.

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