Westroc Trucking Inc. (hereinafter “Westroc”) is a specialty transportation company that provides services to various companies (hereinafter the “Company” and/or “you”). Any Bid (as hereinafter defined) issued by Westroc and signed by both Westroc and you or verbally agreed upon, as applicable, will be subject to the following Service Terms, except to the extent expressly agreed otherwise by Westroc and you in a prior written agreement signed by both parties.
- Company– Includes all employees, supervisors, representatives, agents and other persons or entities to be provided by you, the entity soliciting the bid.
- Westroc – Includes all employees, supervisors, representatives, agents and other persons or entities to be provided by Westroc Trucking, Inc. to conduct operations at the Work Site.
- Bid– A written proposal made by Westroc for a job, as requested by you, for the price indicated on the Bid subject to these Service Terms.
- Attorney fees– If either party is required to file litigation to enforce this contract, the prevailing party is entitled to an award of costs and attorney fees.
- Payment terms– Company shall not abate, set off, deduct any amount or damages from or reduce any amounts due under an invoice for any reason, without Westroc’s prior written consent. You must make payments from invoices; no statements will be sent. You shall make all payments to Westroc at Westroc’s address set forth on the invoice. Company shall pay Westroc interest at the rate of 18% per annum on any past due payments.
- Remedies– In the event of any dispute arising out of or relating to these Service Terms or breach thereof, the parties shall use their best efforts to settle their difference. Specifically, upon the written request of either party, both parties shall consult and negotiate with each other in good faith in an attempt to reach a fair solution satisfactory to both parties. No waiver will be construed as a continuing waiver or consent to a later breach. Rights and remedies are cumulative.
- Choice of law– The substantive laws of the State of Utah, excluding choice of law rules, but including the UCC, shall govern any invoice and the Service Terms. The venue for any action or proceeding to enforce any invoice or these Service Terms shall be in any state court located in Uintah County, Utah or any federal court, as applicable, in Salt Lake City, Utah. The company submits itself to the personal jurisdiction of Utah Courts and will not object to (and waives any right to contest) the venue or jurisdiction of any Utah Courts.
- Jobsite access– All Bids are conditioned upon fair roads and weather conditions. If the roads become impassable or weather conditions necessitate additional time, an hourly surcharge for all additional man hours will be added to the original Bid. If job site conditions require equipment not contemplated in original Bid, you agree to pay the regular rates for all additional equipment in addition to the original Bid amount.
- Compliance with laws and regulations– As a commercial transportation company, Westroc requires that all items, excluding onsite moves, be prepared for transportation in accordance with DOT weight and size limitations. Compliance is determined at the discretion of Westroc employees and additional charges may apply if items are not ready to transport upon arrival by Westroc.
- Indirect or Consequential Damages– COMPANY WAIVES AND RELEASES ALL CLAIMS AGAINST WESTROC FOR INDIRECT OR CONSEQUENTIAL DAMAGES DIRECTLY OR INDIRECTLY ARISING OUT OF THIS CONTRACT OR THE WORK REGARDLESS WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, PREEXISTING CONDITION, OR ANY OTHER FAULT OF WESTROC. AS USED HEREIN, “INDIRECT OR CONSEQUENTIAL DAMAGES” SHALL INCLUDE, BUT NOT BE LIMITED TO, LOSS OF USE, LOSS OF REVENUE, PROFIT OR USE OF CAPITAL, PRODUCTION DELAYS, LOSS OF PRODUCT, LOSSES RESULTING FROM FAILURE TO MEET OTHER CONTRACTUAL COMMITMENTS OR DEADLINES AND DOWNTIME OF FACILITIES OR EQUIPMENT.
- Indemnity– COMPANY SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS WESTROC FROM AND AGAINST ANY AND ALL LOSSES ARISING IN FAVOR OF ANY PERSON OR ENTITY, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIVES, EMPLOYEES, AGENTS, OR INVITEES, (OR THEIR REPRESENTATIVES, EMPLOYEES, AGENTS, OR INVITEES) ON ACCOUNT OF ANY LOSSES DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO THE PERFORMANCE OR SUBJECT MATTER OF THIS CONTRACT OR ANY WORK, OR ANY PRESENCE ON ANY PREMISES (WHETHER LAND, BUILDING, VEHICLE, PLATFORM, VESSEL OR OTHERWISE) OWNED, OPERATED, CHARTERED, LEASED, USED, CONTROLLED OR HIRED BY ANY MEMBER OF WESTROC, REGARDLESS WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, PREEXISTING CONDITION, OR ANY OTHER FAULT OF WESTROC.
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