Terms and Conditions

On the Effective Date and in consideration of the Purchase Price (as defined in Section 2), the Company agrees to design, build, and sell the above-described custom trailer (the “Custom Trailer”) to Buyer and Buyer agrees to purchase the Custom Trailer from the Company. The Custom Trailer build specifications, notes, instructions, engineering notices, technical data, sketches, and drawings, attached to this Agreement and incorporated by reference here for all purposes (“Custom Trailer Plans”), will be the basis for the design and manufacture of the Custom Trailer as agreed to by the Parties 

In consideration of the sale of the Custom Trailer, Buyer will pay to the Company the aggregate purchase price of itemized in the attached Invoice, attached to this Agreement and incorporated by reference here for all purposes. The Purchase Price is due and payable by Buyer to the Company in an initial down payment of 50% of the Purchase Price within 10 days of the Effective Date and then following this initial down payment, the remaining balance of the Purchase Price will be paid on the Ready Date (as defined in Section 4). The Purchase Price must be paid by check, wire transfer, cashier’s check, or other certified funds. The Company will obtain and provide Buyer with a Manufacturer’s Certificate of Origin for the Custom Trailer to transfer the Custom Trailer to Buyer on the date Buyer (or Buyer’s third-party transport) picks up and takes possession of the Custom Trailer, and Buyer acknowledges and agrees they are responsible with registering and tilting the Custom Trailer in accordance with their state and local laws (if required).  Buyer is responsible for the payment of any and all taxes imposed by any federal, state, or local laws arising from the sale and purchase of the Custom Trailer, including, but not limited to, any sales and excise taxes that will be collected at the local county tax office when a trailer is registered and titled (if required).

The Company agrees to build and make available for pick up and to take possession of the Custom Trailer on or before the (“Completion Date”). However, the Company and Buyer acknowledge and agree that the designing, building, and manufacturing of a Custom Trailer may, from time to time, require more time to complete the design, build, and manufacture of the Custom Trailer; therefore, the Company may, upon written notice to Buyer at least 7 days prior to the Completion Date, extend the Completion Date by 45 days in the Company’s sole discretion (the “Extended Completion Date”).

On the Completion Date (or the Extended Completion Date), the Company and Buyer will make arrangements to pick up and take possession of the Custom Trailer at Seller’s address on a date and time mutually agreeable to by the Parties (the “Ready Date”). In any event, Buyer must pick up and take possession of the Custom Trailer on or before the 45th day following the Completion Date (or the Extended Completion Date) (“Pickup Deadline”). If the Buyer does not make arrangements with the Company to pick up the Custom Trailer on or before the Pickup Deadline, the Custom Trailer will be deemed abandoned, this Agreement terminated, and Seller may exercise any and all other available remedies at law (see Section 6). The Parties acknowledge and agree that title and liability pass to Buyer as soon as Buyer (or Buyer’s third-party transport) picks up and takes possession of the Custom Trailer. Buyer must provide written notice and authorization at least 3 days prior to the Ready Date if a third-party transport is picking up the Custom Trailer for Buyer, and Buyer acknowledges and agrees that Buyer will be solely responsible for all delivery, freight, and insurance costs arising from the use of a third-party transport.

Any change orders to the Custom Trailer Plans, including the Purchase Price adjustment from such change orders, will not be accepted unless approved in writing by both Parties (“Accepted Change Orders”). In the event that such change orders are accepted by the Parties, the Parties acknowledge and agree that the Accepted Change Orders will be incorporated into and become a part of this Agreement and the Custom Trailer Plans and that the Company may adjust the Purchase Price and Invoice in accordance with such Accepted Change Orders.

There is a 7 day window for Buyer to reconsider their purchase after the effective date. If Buyer cancels their order 8 days after the Effective Date, the Company will keep Buyer’s initial down payment as liquidation damages and may exercise any and all other available remedies at law, including seeking incidental and consequential damages. Additionally, if Buyer fails to deliver the remaining balance of the Purchase Price on the Ready Date or if the Buyer does not make arrangements with the Company to pick up and take possession of the Custom Trailer on or before the Pickup Deadline, the Company may keep Buyer’s initial down payment as liquidated damages, sell the Custom Trailer to another customer, and may exercise any and all other available remedies at law, including seeking incidental and consequential damages 

The Custom Trailer Plans and all other specifications, notes, instructions, engineering notices, technical data, sketches, and drawings are non-public information of the Company and belong to the Company (“Confidential Information”). Buyer agrees not to (i) use this Confidential Information for any purpose whatsoever other than for the purpose under this Agreement; (ii) disclose this Confidential Information to any third party; and (iii) reproduce, copy, or disseminate any Confidential Information for any reason. The Parties acknowledge and agree that in the event of the violation of any provision of this section irreparable damages would be inflicted; therefore, the aggrieved party will be entitled to immediate court-ordered injunctive relief to halt any apparent violation of this section, in addition to any other remedies available to the aggrieved party at law or in equity. 

Buyer represents and warrants to the Company that the Custom Trailer Plans do not infringe on any patent or other intangible property protection of any third party.

The Company expressly warrants the Custom Trailer, normal wear and tear excepted and excluding the brakes, tires, accessory batteries, and paint, from any defect for a period of three years from the Ready Date. In the event of a defect covered by this warranty, the Company will correct the defective work or repair or replace the defective part for no charge. This warranty does not cover (i) any modifications, additions, or accessories added to the Custom Trailer after the Ready Date; (ii) normal wear and tear from the use of the Custom Trailer; (iii) damage or loss caused by failure to check torque lug nuts; (iv) damage or loss caused by negligence in the use or application of the Custom Trailer or any of its parts covered under this warranty; and (v) damage or loss caused by prolonged exposure to salt air, road salt, animal excretions, or acid rain or other similar environmental events. Except for Seller’s Representations and Warranties Expressly Made in this Agreement, the Parties understand and agree that the Company expressly disclaims all warranties and representations covering the Custom Trailer, including, but not limited to, the implied warranty of Merchantability and the Implied Warranty of fitness for a particular purpose, and is not making and has not made any other warranties or representations of any kind or character with respect to the Custom Trailer, and the Custom Trailer is sold by the Company and purchased by the Buyer “As Is, Where Is, and With all Faults.”

All notices and communications required to be given under the terms of this Agreement must be in writing and must be given by delivering the notice or communication personally or by sending by mail, certified or regular, by courier, or by email to the Parties at their above-described addresses or email addresses. If the notice or communication is delivered personally or by courier, it is effective upon actual receipt by such Party. If the notice or communication is delivered by mail, it is effective upon deposit with the United States Postal Service. If the notice or communication is delivered by email, it is effective when transmitted to the email provided 

This Agreement binds, benefits, and may be enforced by successors in interest of Buyer and Seller. 

This Agreement may only be amended by an instrument (e.g., an Accepted Change Order) in writing signed by all the Parties to this Agreement. 

This Agreement will be governed by and construed in accordance with Texas law without regard to choice-of-law rules in any jurisdiction. This Agreement was negotiated, made, and entered into in Archer County, Texas, and each Party consents to and agrees that any suit or proceeding brought by a Party against the other Party in connection with or arising from this Agreement must be brought in a district court having jurisdiction over the suit or proceeding in Archer County, Texas. Such court will have exclusive jurisdiction for any action arising under this Agreement, and each Party consents to the exclusive jurisdiction of such court in any such action and waives any objection to venue.

This Agreement constitutes the entire agreement of the Parties relating to the transactions contemplated by this Agreement and supersedes all prior contracts, communications, or agreements with respect to those matters, whether oral or written.

This Agreement and any right or duty under this Agreement are not assignable by either Party without the prior written consent of the other Party to this Agreement.

Neither Party will be liable under this Agreement for delays in performance or failure to perform their obligation when such delay or failure is caused by circumstances beyond their control, including, but not limited to, acts of Gods, wars, riots, strikes, floods, labor disputes, and governmental restrictions.