Vehicle Maintenance Truck Replacement

VEHICLE MAINTENANCE TRUCK REPLACEMENT AGREEMENT

Parties

Recitals

WHEREAS, Owner operates a commercial fleet and requires replacement of an existing maintenance truck identified as VIN , make/model , year .

WHEREAS, Vendor represents that it has the capability to supply, deliver, install (if applicable), and effect title transfer for a replacement vehicle meeting the specifications and performance standards set forth in this Agreement.

WHEREAS, the parties desire to set forth their mutual obligations, payment terms, delivery, and acceptance procedures in writing effective as of the Effective Date below.

Effective Date

Effective Date:

Scope of Work

Vendor shall provide the replacement truck and related services as described below. Vendor shall perform all work in a professional manner consistent with industry standards and shall supply all labor, parts, materials, tools, and supervision necessary to complete the replacement and transfer of the Replacement Vehicle to Owner.

Replacement Vehicle Specifications

Make/Model: Year: VIN:

Manufacturer Warranty (if any):

Payment Terms

Total Purchase Price: $

Deposit Amount (if any): $    Final Payment Due On Acceptance (days):

Late Payment: Past due amounts shall accrue a late fee of from the due date until paid. Owner shall also be responsible for reasonable collection costs, including attorneys' fees.

Delivery, Acceptance, and Removal of Old Vehicle

Scheduled Delivery Date: . Owner shall have days to perform inspection and acceptance testing. If Vendor fails to cure reported defects within a commercially reasonable period, Owner may withhold final payment in proportion to the deficiency.

Removal/Disposition of Old Vehicle: Vendor shall (select one) remove and dispose of the old vehicle    allow Owner to retain the old vehicle. If Vendor removes old vehicle, removal fee: $

Warranties; Insurance; Indemnification

Vendor warrants that the replacement vehicle will conform to the specifications and will be free from material defects in workmanship and materials for a period of months from acceptance. Vendor's sole obligation for breach of this warranty is repair or replacement at Vendor's option, except where state law requires otherwise.

Insurance: Vendor shall maintain commercial liability and automotive insurance covering operations and the replacement vehicle in amounts customary for the industry. Proof of insurance shall be provided upon request.

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from that party's negligent acts or omissions in performance of this Agreement, except to the extent such claims result from the indemnified party's own negligence or willful misconduct.

Term and Termination

Term Commencement Date: . Intended Termination Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate without cause upon days' prior written notice to the other party. Termination does not relieve Owner of obligations to pay for work performed and accepted prior to termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means nonpublic technical, business, pricing, or other proprietary information disclosed in connection with this Agreement. The receiving party shall (a) hold Confidential Information in confidence using reasonable care, (b) use Confidential Information solely for performance under this Agreement, and (c) not disclose Confidential Information to third parties except to the receiving party's employees, contractors, or advisors on a need-to-know basis who are bound to maintain confidentiality. These obligations survive termination for a period of three (3) years.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good-faith negotiation; if unresolved, disputes shall be submitted to binding arbitration under commercially reasonable arbitration rules selected by the parties.

Entire Agreement; Amendments

This Agreement, including any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior oral or written understandings. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing, by certified mail, courier, or electronic delivery with confirmation.

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