Seller is a business engaged in the design, engineering and manufacture of custom built specialty trailers ("Custom Trailer(s)"). Buyer is interested in contracting with Seller for the purchase of one or more Custom Trailers from Seller.
Seller will provide Buyer with a quote which sets forth its proposed general terms of sale for one or more Custom Trailers ("Sales Quote"). Once accepted in writing by Buyer (which shall include Buyer signing the Sales Quote), the Sales Quote shall become a binding agreement between the Buyer and Seller and shall be subject in all respects to the following terms and conditions of sale. The Sales Quote along with these terms and conditions of sale (and any supplementary information or documentation incorporated by reference herein) shall constitute the "Purchase Documents" and shall supersede any prior discussions, negotiations, agreements, and understandings of the parties hereto and shall represent the entire agreement of the parties with respect to the subject matter hereof. Any modifications proposed by Buyer shall not become part of the Purchase Documents in the absence of Seller's written acceptance thereof.
All prices quoted are in U.S. dollars, less any applicable taxes, for the Custom Trailer(s) specified in the Purchase Documents. Buyer shall be obligated to make an initial down payment of 50 percent (50%) of the purchase price reflected in the Purchase Documents ("Purchase Price"), within ten (10) days of Buyer's written acceptance of the Sales Quote. The remaining balance of the Purchase Price shall be paid upon completion and delivery of the Custom Trailer(s) contracted for in the Purchase Documents.
Buyer is responsible for payment of any and all taxes imposed by any federal, state, or local laws arising from the sale of the Custom Trailer(s) including, but not limited to, any sales and excise taxes which taxes shall be added to the Purchase Price.
Unless otherwise agreed in writing, all prices are F.O.B., Seller's factory, Wichita Falls ,TX, freight and insurance charges to be paid by Buyer.
Any specifications, drawings, notes, instructions, engineering notices or technical data prepared or furnished by Seller and consented to in writing by Buyer ("Seller's Specifications") for the design and manufacture of the Custom Trailer(s) contracted for in the Purchase Documents shall be deemed incorporated into the Purchase Documents as if fully set forth therein.
To the extent that Buyer shall provide Seller with any plans, specifications, drawings, notices, technical data or instructions for the design and manufacture of the Custom Trailer(s) contracted for in the Purchase Documents ("Buyer's Specifications"), the same shall not be deemed accepted and agreed upon by Seller unless and until such Buyer's Specifications are consented to in writing by Seller in which case such Buyer's Specifications shall be deemed incorporated into the Purchase Documents as if fully set forth therein. To the extent that Buyer's Specifications are accepted and agreed upon by Seller in writing, Buyer warrants and represents that Buyer is the owner and record holder of such Buyer's Specifications, free and clear of all liens and encumbrances and further agrees to indemnify and hold Seller harmless from any and all claims for infringement of any patents, copyrights, trademarks, or trade names arising from Seller's use of the Buyer's Specifications in the design and manufacture of the Custom Trailer(s) contracted for in the Purchase Documents.
The specifications, drawings, designs, manufacturing data, and any other information transmitted by either party in connection with the performance of the Purchase Documents are the property of the party making the disclosure and are disclosed in confidence upon the condition that they are not to be reproduced, copied, used or disseminated to others.
Any change orders or modifications to the Purchase Documents shall not be accepted unless approved in writing by Seller and Buyer. In the event such change orders or modifications are accepted by Seller, Seller reserves the right, in its sole discretion, to adjust the Purchase Price, delivery schedule and such other terms and conditions as may be required in order to design and manufacture the Custom Trailer(s) in accordance with the accepted modifications.
Neither party shall be liable under the Purchase Documents for delays in performance or failure to perform its obligations caused by circumstances beyond its control, including but not limited to, acts of God, wars, riots, strikes, floods, labor disputes, accidents, and governmental restrictions.
In the event of cancellation of the Purchase Documents by the Buyer, the Buyer shall forfeit its down payment as liquidated damages. Seller reserves the right to proceed against Buyer for both incidental and consequential damages associated with the cancellation, in Seller's sole discretion.
All trailers must be picked up within 10 days of Customer Request Date. A $15 a day storage charge will begin on the 11th day. All trailers left after 45days will be considered Cancellations.