MOHAWK RESOURCES LTD.
These “General Terms and Conditions – Lift Installation” (these “Installation Terms”), together with the terms set forth in the applicable executed Installation Quote (as such term is defined below, and collectively with these Terms, the “Agreement”), apply to all installation transactions whereby a third party installer (the “Installer”) agrees to install vehicle lifts or related accessory equipment (a “Mohawk Lift”) which is manufactured or distributed by Mohawk Resources Ltd. (“Mohawk”) and purchased by a customer (the “Customer”) either from Mohawk or an authorized independent distributor of Mohawk. Mohawk and the Installer are sometimes collectively referred to in this Agreement as the “Parties”. In the event that a term or provision set forth in these Installation Terms conflicts with a term or provision set forth in the Installation Quote, the applicable provision set forth in these Installation Terms shall govern.
1. Installer Obligations. Upon Mohawk’s acceptance of the Installation Quote, Installer shall provide to Mohawk:
- A certificate or certificates of insurance acceptable to Mohawk naming Mohawk as certificate holder an additional insured, documenting that Installer maintains insurance coverage acceptable to Mohawk with the following minimum requirements: (1) $1,000,000 General Liability (including completed operations aggregate) coverage; (2) $1,000,000 automobile liability; and (3) $$1,000,000 additional umbrella coverage; and
- Proof of Workers’ Compensation insurance.
All documents to be provided by Installer are to be sent to:
Mohawk Resources Ltd.
P.O. Box 110
Amsterdam, New York 12010
Attention: Sales Department
- Installer shall provide and/or maintain at Installer’s own expense all tools, supplies, permits, licenses, personnel and anything else necessary for Installer to operate its business in compliance with applicable law and to perform this Agreement according to its terms. Installer recognizes and agrees that Installer’s relationship with Mohawk is only as an independent contractor, and that this Agreement does not guarantee future work for the Installer from Mohawk or a Customer.
2. Installer Requirements. Installer agrees to perform the following (the “Work”) for the Customer, at the Customer’s facility (the “Customer’s Facility”) as described on the Mohawk Lift Installation Procedure:
- Installation Quote. Mohawk shall have received from Installer a properly completed Mohawk Lift Installation Quote Request Form (the “Installation Quote”) acceptable to Mohawk. Once accepted by Mohawk, the price stated in the Installation Quote (the “Work Price”) shall be the total amount payable to Installer for the Work. Upon acceptance by Mohawk of the Installation Quote, the Installer will be notified as to when the order is scheduled to ship. The Installer must contact the Customer to schedule the installation date and if requested, the equipment/Mohawk Lift delivery date. Installer will advise Mohawk of the confirmed installation date(s). If lifts are to be delivered from Installer’s stock, Installer shall not deliver equipment/Mohawk Lift until it receives a Mohawk Lift Delivery Request Form from Mohawk.
- On the agreed installation date, the Installer shall install the Mohawk Lift and make the Mohawk Lift operational in strict compliance and accordance with all Mohawk Installation Procedures and Requirements (“Mohawk Procedures”) applicable to the Mohawk Lift, a copy of which Mohawk Procedures can be accessed by the Installer at www.Mohawklifts.com/ops and with the current ANSI/ALI ALIS Standard for Automotive Lifts, Safety Requirements for Installation and Service (the “Industry Standards”). Installer represents and agrees that it has read and understands the Mohawk Procedures and the Industry Standards.
- If any modification to the quoted installation is necessary to perform installation of the Mohawk Lift at the Customer’s location, STOP! DO NOT PROCEED with the installation of the Mohawk Lift and immediately contact Mohawk’s Service Department at 518‐842‐1431 ext. 18 for further instruction. Mohawk will provide, at its discretion based on the circumstances, updated written instructions regarding the installation of the Mohawk Lift, a copy of which may be emailed to the Installer and made a part of this Agreement
- Once the Mohawk Lift(s) has been installed, Installer shall train the Customer and/or its designated personnel to properly and safely operate and use the Mohawk Lift in accordance with the Mohawk Procedures and the Industry Standards.
- Upon completion of the installation of the Mohawk Lift, Installer shall immediately send to Mohawk a completed Mohawk Lift Warranty Registration Card, regardless of whether the electrician portion is completed (the registration card is provided in the operating manual for the Mohawk Lift) and a completed, fully signed (including by the Customer ) Mohawk Lift Installation Form. Installer shall promptly submit a properly prepared invoice to Mohawk for the Work Price after completion of the Work.
3. Payment Terms Upon completion of all of the Installers obligations per this Agreement and submittal of all required documents referenced in this Agreement, Mohawk will promptly pay Installer; in full net 15 days. Mohawk may withhold payment, in its sole discretion, in the event of a lapse in the required insurance of Installer as set forth in Section 1, or in the event Installer has not completed any of its obligations under this Agreement, including without limitation, the failure to submit any of the forms required to be submitted by Installer under this Agreement.
- Installer acknowledges that Mohawk is responsible and liable only for the manufacturing of the Mohawk Lift and shall have no obligation or liability with respect to the Installation of the Mohawk Lift and/or any alterations, modifications, damage, misuse, abuse, improper use or improper maintenance of the Mohawk Lift.
- Installer accepts any and all liability regarding the installation of the Mohawk Lift in accordance with this Agreement. Installer shall acknowledge and defend, indemnify and hold Mohawk harmless from and against all liability, claims, legal actions and expenses (collectively, “Claims”) resulting from Installer’s breach of this Agreement, Installer’s negligent performance of any of the Work, Installer’s failure to do the Work in compliance with the Mohawk Procedures and the Industry Standards, and from Installer’s alterations, modifications, damage, misuse, abuse or improper maintenance with respect to the Mohawk Lift in connection with performing the Work. Installer will promptly notify Mohawk in writing of any Claims, and Mohawk reserves the right, at its expense, to participate in the defense of any Claims involving Mohawk. Installer agrees to cooperate with Mohawk in any such defense.
5. Miscellaneous Provisions.
- Applicable Law. All of the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement, including without limitation, all disputes of the Parties arising out of or in connection with this Agreement, shall be governed, construed and enforced in accordance with the laws of the State of New York, without giving effect to any conflict of laws or choice of laws rules. The exclusive forum for litigation of any disputes arising under this Agreement shall be the federal or state courts serving Montgomery County, New York, unless such courts do not have personal jurisdiction over Installer.
- Successors and Assigns. This Agreement shall apply to, be binding upon, and inure to the benefit of the Parties, and their respective officers, directors, agents, servants, employees, corporate affiliates and/or subsidiaries, predecessors, administrators and successors, except that this Agreement is not assignable by Installer without Mohawk’s prior written consent.
- Captions. Any captions or section headings used in this Agreement are for reference purposes only and are without substantive affect.
- Notices. All notices given by a Party pursuant to this Agreement shall either be by written document mailed via certified mail, postage prepaid, return receipt requested to the other Party at its address set forth below or such other address as requested in writing by a Party.
Mohawk: Mohawk Resources Ltd. P.O. Box 110, Amsterdam, New York 12010 Attention: Sales Department
Installer: The Installer’s address set forth on the Installation Quote.
- Severability. If any portion of this Agreement is ruled to be invalid or illegal, the remainder of this Agreement shall be unaffected and enforceable, unless such partial invalidity negates the intent and substance of this Agreement.
- Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to the matters addressed herein. This Agreement may only be amended by a writing which specifically references this Agreement and is signed by the Parties.
- Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution of this Agreement and transmission thereof by facsimile shall be binding on the party signing and transmitting same by facsimile to the same extent as if a counterpart bearing such party’s original signature had been delivered.
- Term. This Agreement shall remain in effect from the Effective Date until such time that either Party shall deliver written notice to the other Party of its intention to terminate this Agreement, provided however, that any such notice shall be delivered not less than sixty (60) days prior to the date in which the Agreement is to be terminated. Any and all of Installer’s obligations under this contract shall survive the termination of this Agreement, except as otherwise agreed to in writing by Mohawk.