Vehicle Trailers Form

Vehicle Trailers Form

This Vehicle Trailers Agreement (the "Agreement") is entered into by the parties identified below on the Effective Date set forth herein.

Client Name:    Supplier Name:

Effective Date:

WHEREAS

WHEREAS, Client requires the supply, delivery, and/or maintenance of vehicle trailers for commercial use, including but not limited to trailers used for cargo transport, equipment hauling, and other lawful uses; and

WHEREAS, Supplier represents that it is duly qualified, experienced, and able to provide the trailers and related services described in this Agreement in accordance with professional standards and applicable safety regulations; and

WHEREAS, the parties desire to set forth the terms and conditions governing the supply, inspection, payment for, and acceptance of vehicle trailers and related services.

1. Scope of Work

Supplier shall perform the work described below, deliver the items specified, and provide any associated services in accordance with the terms of this Agreement. The specific deliverables, performance standards, and acceptance criteria are set forth in the Scope of Work field and shall be binding when signed by both parties.

2. Trailer Inventory and Specifications

The following identifies each trailer covered by this Agreement. Parties may attach additional inventory pages if necessary; each listed trailer shall be covered by the terms herein.

3. Inspection and Acceptance

Upon delivery, Client shall inspect each trailer within the inspection period set forth below. Acceptance shall occur only after the trailers meet the specifications and are free of material defects. If defects are alleged, Client shall notify Supplier in writing with reasonable detail to permit corrective action.

4. Payment Terms

Client shall pay Supplier the fees set forth below in consideration for the trailers and services. All amounts stated are payable in lawful currency and exclusive of taxes unless otherwise specified.

Any undisputed amount not paid when due shall accrue a late fee of per month, or the maximum allowed by law, and Client shall be responsible for reasonable costs of collection, including attorneys' fees.

5. Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

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 receipt of written notice. Either party may terminate for convenience upon days' prior written notice; provided that Client shall pay Supplier for all work performed and reasonable costs incurred through the effective date of termination.

6. Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party in connection with this Agreement and shall not disclose such information to third parties except as required by law or as necessary to perform its obligations hereunder. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, or that is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify in writing that such return or destruction has occurred.

7. Insurance, Warranties and Indemnity

Supplier shall maintain insurance customary for the industry, including commercial general liability and, where applicable, automobile/trailer liability insurance covering the trailers. Supplier warrants that trailers delivered will conform to the specifications and be free from material defects in workmanship and materials for a period specified in the Scope of Work or, if not specified, for ninety (90) days from acceptance. Supplier shall indemnify and hold Client harmless from claims arising out of Supplier's negligence, breach of this Agreement, or willful misconduct.

8. Liability Cap and Remedies

Except for liability arising from willful misconduct, gross negligence, infringement of intellectual property, or Supplier's indemnity obligations, each party's aggregate liability to the other for any claim arising under this Agreement shall not exceed the total amounts actually paid by Client to Supplier under this Agreement. Remedies provided under this Agreement are cumulative and in addition to any remedies available at law or equity.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

10. Entire Agreement

This Agreement, including any exhibits and the Scope of Work when attached and signed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

11. 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 a party may designate in writing, and shall be effective upon personal delivery, confirmed email transmission, or three (3) days after deposit in certified mail, return receipt requested.

12. Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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