Definitions:
The ‘Company’ means Swap Your Top, LLC
‘Products, Services, & Rental Space’ means any and all products, materials, services, and rental storage space to be supplied in order to change the top on Customer’s vehicle from hard to soft or vice versa in conjunction with this agreement. ‘Customer’s Property’ means any and all vehicle tops owned by the Customer and provided to The Company for storage in conjunction with a PS&S agreement between Customer and Company. The ‘Customer’ means the person, firm or company to be supplied with the products/materials/services/rental space by the Company. Swap Your Top LLC (“SYT or the Company’) is supplying certain products, materials, services, and Leasing rental space (“PS&S”) to you (“the Customer”), upon the terms and conditions contained herein.
1. Official Orders. The purchase of the PS&S commences upon receipt by the Company of a written order from the proposed Customer. All replacements or additions to the PS&S shall also be subject to the terms and conditions set forth herein without the need for a written order unless requested by the Company. The Customer’s request to remove Customer’s property items from storage, have them returned, and terminate the agreement between the parties may be done by a written request by the Customer which confirmation/acceptance from Company must be received by Customer within ten (10) days of the request to be considered valid. All amounts due and owing for rental and service fees shall be paid prior to release.
2. Term. The agreement for PS&S shall remain in effect until the later of (a) the date specified on the written order; or (b) the date Customer’s property is scheduled to be returned to the Customer or (c) if the Customer fails to pay any amounts due for the PS&S or (d) the date the Customer’s property is actually returned by the Company. The expiration or termination of the PS&S agreement shall not affect Customer’s obligations hereunder.
3. Rental Space, Products, and Services Charges. Customer shall pay the rental space, products, and services charges in the amounts and on the dates set forth in the order attached hereto or supplied to Customer. The company shall provide any and all products necessary in order to change the top on Customer’s vehicle from hard to soft or vice versa in conjunction with this agreement. Rental rates and service charges are deemed to have been accepted upon commencement of the PS&S Agreement and said rates are as follows:
(a) Top Swap Service Charges –
$125.00 per swap/visit for Original Equipment Manufacturer Tops (OEM)
$150.00 – 200.00 per swap/visit for after market tops (AM)
(b) Storage Space Rental Rates –
$49.00 per month for storage of up to ____ vehicle tops per vehicle
(c) Products Provided Charges –
Billed based on actual cost
(d) Removal/Termination Charges –
Charges to reinstall Customer’s original top will be based on Top Swap Service Charges above. Any costs incurred in conjunction with the return of Customer‘s property as per Customer’s request to terminate PS&S agreement will be billed to Customer and become due upon acceptance of the vehicle by Customer.
4. Charges for services rendered and products provided including minimum costs are based on the number of visits made and the actual products provided; if the services cannot be performed due to means beyond the Company’s control, a service charge for the visit will still be accessed. Short Term Rental Space “STS” is charged on terms agreed to in writing by the Company. Rents are charged as set forth above on the 1st of each month. Long Term Rental Space “LTS” is charged on an initial minimum 12 month rental period inclusive of services, products, rental, and removal charges and is due in monthly installments at the commencement of the PS&S agreement period, and thereafter in monthly increments or such other time as agreed in writing between the parties and will be invoiced and due at the commencement of each period (i.e. 1st of each month). Charges for LTS and STS are levied per vehicle, For whatever reason when the PS&S agreement is terminated any unexpired rental periods are non refundable (i.e. no per diem refunds for time remaining) and the rental contract is deemed to be terminated. The company accepts no responsibility for inaccuracies or misunderstandings arising through orders, instructions or information given to them by telephone by the Customer, its employees or agents. All orders must be confirmed in writing on a company order form. Where the Customer does not have an agreed credit account with the Company and fails to pay in advance for any period of rental or whose check or credit card offered for such payment is rejected then the Company may Sell, return, or dispose of the Customer’s property on 30 days written notice being given. The Company shall have the right, using all reasonable means to either sell, return, or dispose of Customer’s property in storage and apply any funds received for same toward the current balance due from the Customer without any liability to the Company for such sale or return resulting at the time or thereafter. Customer waives any and all rights and holds Company harmless from any sale due to Customers breach of this agreement and/or failure to pay.
5. Payment Terms/Guarantee of Payment. All payments shall be made by credit card. By executing this agreement you hereby authorize SWT to charge the Customer’s card for any and all time covered under this agreement including but limited to monthly charges which shall be done on a thirty (30) day billing cycle. Time for payment shall be of the essence in this agreement. Any and all persons who execute this contract hereby guarantee payment thereof regardless of affiliation with the Customer as a Corporation or LLC. All prices quoted are net. Unless otherwise agreed in writing with the Company, all invoices are due for payment on the day whichever is the earliest of (a) the commencement of the hire period that the invoice relates to (b) 7 days after the invoice issue date. In the event that any payment becomes overdue any and all other invoices submitted by the Company to the Customer shall immediately become due and payable. Without prejudice to any other rights of the Company if the Customer fails to pay the invoice price in full by the due date he shall pay interest on any overdue amount from the date on which payment was due to that on which payment was made whether before or after judgment to accrue on a daily basis at a rate of 10%, and shall reimburse the Company all costs and expenses including but not limited to, attorney’s fees, and legal costs of suit incurred in the collection of any overdue amount. If a check is returned to the Company by the Customer’s Bank for non-sufficient funds a charge of $25 will be made.
6. Inspection and Warranties. The Company will take reasonable steps to ensure the quality of PS&S and compliance with vehicle specifications as of the date of its delivery to the Customer. Nevertheless, the Customer is responsible for inspecting the PS&S and satisfying itself as to its fitness for the particular purpose in which it is employed. THE COMPANY MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED AS TO THE MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OF THE PS&S OTHER THAN THOSE CONTAINED HEREIN AND CUSTOMER AGREES THAT COMPANIES LIABILITY FOR ANY FAILURE OF THE PS&S, RESULTING IN LOSS DAMAGE OR INJURY DIRECT OR INDIRECT FROM DEFECTIVE MATERIAL FAULTY WORKMANSHIP OR OTHERWISE HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY NEGLIGENCE SHALL BE LIMITED TO AND NOT EXCEED ONE MONTHS RENTAL FOR ALL SAID RENTAL SPACE. SPECIFIC TO SAME AGREEMENT AND IN NO EVENT HOWSOEVER CAUSED SHALL EXCEED THIS.
7. Insurance and Risk of Leased Equipment. The Customer is responsible for the safe custody of the vehicle and shall insure and keep the same insured against all risks. The Customer must provide their vehicle insurance information and keep same in full force and effect during any PS&S agreement term.
8. Default. The following shall constitute an Event of Default under this lease: (a) any rent and/or service charges and/or damaged or lost products or materials charges payable under this lease are in arrears for forty-eight (48) hours; (b) Customer fails to perform an affirmative, non-monetary covenant contained in this agreement or any separate PS&S agreement; (c) Customer become insolvent, unable to pay its debts as they become due or any case or proceeding under any bankruptcy or insolvency law is commenced with respect to the Customer and the same is not dismissed within (30) days; (d) the products or materials provided or any amounts due hereunder become the subject of a lien or any such encumbrance; or (e) the Customer violates any other terms or conditions contained herein or an any order they may have with SYT or its affiliates (also called a collateral default); or (f) the property is transferred without notification to SYT; or (g) any information on the Contract is found to be false or misleading.
9. Remedies. If any such Event of Default occurs, the Company may terminate this agreement or any PS&S agreement after given the Customer twenty four (24) hours notice verbally or in writing (no notice period will be given as per Clause 3 for non account holders where payment has not been made) and thereupon, the Company shall have the right, using all reasonable means to apply the security deposit or any funds realized from the sale of Customer’s property in storage towards amounts due without any liability to the Company. Any failure of the Company to enforce its rights under this agreement or any PS&S agreement shall not be considered a waiver of those rights by the Company. Should a default occur the Customer shall bear the cost of any collections actions against monies still owed on the PS&S, including, but not limited to, attorneys fees, and costs of suit.
10. Vehicle. The Customer, its employees or agents shall not, under any circumstances, move, take down, relocate, dismantle or refit any or all of the products or materials provided to Customer at any time during the course of the PS&S Agreement. All such actions must be performed by the Company upon request by Customer, its employees or agents and shall release the Company from all obligations and warranties provided herein and from all liability for any damage to the Customer’s vehicle, Customer, or any other party. The Customer shall be liable for all damage or loss of products or materials as a result of being removed by non SYT personnel.
11. Service. The Company will neither be responsible nor liable for any damage caused to the Customer’s property, howsoever, caused during the rendering of services or removal of the products or materials or return or sale of Customer’s property by the Company operatives. This includes but not limited to storage damage, leaks into the vehicle or squeaky noises or other interferences after service. Customer agrees to indemnify and hold harmless the Company and its employees, from any claims arising from the rendering of services or removal of the products or materials or return or sale of Customer’s property. Customer hereby acknowledges that the Company is not a vehicle repair shop and does not provide any mechanic service, body work, realignment, wheel work, or any other auto body mechanic work. Customer hereby accepts that any and all defects present in the vehicle at the time it is provided to the Company are the responsibility of the Customer and Customer will indemnify and hold harmless the Company and its employees, from any such defects. Photos will be taken of Customer’s vehicle prior to service to create a record of any pre-existing defects.
12. Force Major. In the event of a strike, lockout, fire, breakdown of machinery, or any other unforeseen cause of delay, deliveries or collections of the PS&S or Customer’s property may be postponed until they again become possible. Such postponement shall not give rise to any claims against the Company for breach of contract or otherwise, nor shall it entitle the Customer to cancel this agreement or any PS&S agreement.
13. Time, etc. The day of delivery of the vehicle to the company and the day of the return of the vehicle to the Customer will be charged as two separate days for rental purposes. A receipt must be obtained for all goods returned and such receipt shall be deemed final, as regards to the condition and quantity of the goods being returned.
14. Notices. Written notice shall be deemed received when deposited in the United States mail, addressed to the Customer at the address indicated on the Company order form. Verbal notice shall be deemed to include notification in person, by fax, by telephone or by the leaving of a voice mail or answering machine message.
15. Severability. If any provision of this agreement or the application thereof to any person or circumstances is held invalid or unenforceable, the remainder of this agreement and the application of such provision to other persons or circumstances shall not be affected thereby and the invalid or unenforceable provision of this lease shall be severable in any such instance.
16. Governing Law. This agreement shall be governed by and construed in accordance of the law of the state in which the depot which supplied the PS&S is situated in. If there is a dispute as to the jurisdiction then this lease shall be governed by and construed in accordance with New Jersey law.
17. Applicability. Unless otherwise agreed by the Company in writing, the above terms and conditions shall apply to all orders – actual and future- placed with the Company. Any stipulations or conditions in a Customer’s order form which would qualify or negate the same and shall be deemed to be inapplicable to any order placed with Company unless expressly agreed to in writing by the Company. The execution of a Customer’s order form by the Company shall be deemed an acceptance of such terms. All PS&S is subject to the above terms and conditions and acceptance of PS&S means automatic acceptance of the TERM.
18. Sublease. The Customer shall not sublease the rental space or transfer this agreement or any PS&S agreement or the products or materials to a third party without consent from the Company
