SPECIALTY MANUFACTURED SERVICES AGREEMENT
THIS SERVICES AGREEMENT is made on this day (listed at the bottom under “Execution Date”) by and between client (name listed below in the “client info” section) (“Client") and Silverside Design, a South Carolina limited liability company (“Silverside” or the “Company”) (individually referred to as a “Party” and collectively as the “Parties”).
1. Project Detail Sheet. Silverside will provide Services as described in your Project Detail Sheet and attached and incorporated as Schedule A. The Products and Services taken together may be referred herein as the “Project”. The Project Detail Sheet includes scope of work, features, parts, renderings, drawings, plans, pricing and expected Project completion date>
1.1 Additional Services. Silverside offers several Additional Services that may be requested or necessary for Client from time to time. Any additional or other services must be agreed upon by Client and Silverside in advance of those services being provided. Silverside will not provide any additional services to Client without disclosing what those services are, the estimated price of the same, and written consent by Client for Silverside to add such services.
1.2 Modifications and Change Orders. Silverside understands Client may wish to make modifications or changes to the design. If Client wishes to make modifications or changes, Client must notify Silverside of the desire to do so immediately, since any delays may delay the Project timeline. Client will be required to sign off on any modifications and change orders since such modifications will likely increase the amount of time Silverside needs to complete the Project, and modifications and change orders will likely increase the cost of the Project.
1.2.1 Additional costs for Modifications and Change Requests. Modifications or change requests require additional design work by Silverside. As such, Client agrees to pay One Hundred Fifty ($150.00) Dollars per hour for the additional design work, whether such modifications or changes to the Project are ultimately made or not. Client also acknowledges that any changes to the original Project will likely incur costs from returned products, reworks, new product ordering, and other such expenses.
1.2.2 Deadline for Modifications and Change Requests. Once Silverside has completed the design work and has begun the build/construction, modifications and changes may not be possible. Silverside will do everything possible to accommodate such requests. Silverside will not make requested modifications or changes that may compromise the integrity of the vehicle, or its ability to function properly, and safely.
1.3 Third Party Costs. From time to time, third party vendors may be required either for services or products. Silverside will provide Client with the most accurate account of such products and services on the Project Detail Sheet. Increases in costs from third-party vendors are out of Silverside’s control, and may occur from time to time. If such increases occur, Silverside will notify Client as soon as they are aware of the increase.
1.4 Service Requests; Maintenance and Repairs. Silverside will make commercially reasonable efforts to respond to all service requests in a timely manner. Any work or repairs under warranty, provided in Section 10 of this agreement, shall be completed at our location in North Charleston, South Carolina. Silverside will not provide transportation or towing of vehicles to and from our facility; the Client is responsible for any costs they may incur from such transportation. Service requests, maintenance and repairs must be scheduled, and Client agrees to retrieve their vehicle not later than Seven (7) days after the service, maintenance and/or repairs are complete. Client acknowledges Silverside may not be able to make repairs for up to Sixty (60) days, and Client must plan accordingly. Silverside is not responsible and will not reimburse Client for any repairs, maintenance, or services completed by someone else due to the delay in scheduling, travel costs, or otherwise. Repairs done by others will void and all warranties.
2. Payment. $10,000.00 will be required as a non-refundable booking fee for the Project to be scheduled and an additional non refundable $25,000 is due at the start of design. At the completion of the Project this payment will be applied to the total Project price. The balance, or Final Payment, is due within Five (5) business days of the completion of the Project, regardless if Client has performed the Final Inspection, defined in Section 3.1 below. This will include the balance of the total Project price, plus any additional changes due to Modifications or Change requests, or other approved additional work. If final payment is not received within the Five (5) business days Client will be charged a late fee equal to Three (3) precent of their final balance each day not received.
2.1 Storage Fees. Client agrees to pick up completed Project after the Final Inspection, defined in Section 3.1 below, and final payment have been made. Failure of Client to retrieve Project will require Silverside to store the Project, and Client will incur a storage cost of Thirty-Five ($35) Dollars per day.
3. Project Completion and Timeline. Silverside will schedule the Project once this Agreement is signed, the non-refundable booking fee is paid, including the approval of Schedule A, attached hereto, and the Project Detail Sheet. At that time, Silverside will provide Client an estimated completion date, however unexpected delays may occur due to the nature of a custom, specialty manufactured Project. Client understands and acknowledges that the estimated completion date is only an estimate and not a guarantee. Client will hold Silverside harmless of any losses incurred by Client due to any delays in completion.
3.1 Final Inspection. Silverside will notify Client once Project is completed, and Client will be required to perform an inspection of the Project. Silverside encourages Clients to schedule inspection in-person, however, an inspection via live-stream is also possible. The Final Inspection must be made within Five (5) business days from when Silverside notifies Client of Project completion.
4. Termination. Due to the nature of Silverside’s Projects as custom, specialty manufactured goods, Client may not terminate this Agreement, for any reason.
4.1 Termination for Breach. Silverside may terminate this Agreement at any time in the event of a material breach by the Client of any covenant, commitment, or obligation under this Agreement that remains uncured after five (5) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by the Client. Termination shall be in addition to any other remedies that may be available to Silverside, including but not limited to the entire contract price of this Agreement.
4.2 Termination for Cause. Silverside may terminate this Agreement for cause, which includes (i) non-responsive clients, and (ii) abusive clients. Non-responsive clients shall mean any client that does not communicate within ten (10) days after a second email has been sent to the Client’s email on file. An abusive client shall be determined at the sole discretion of Silverside.
4.3 Payment of Fees after Termination. Upon termination of this Agreement for any reason, Silverside shall be entitled to payment for any outstanding balances, including the Final Payment and any additional costs due to Modifications or Change requests, or other approved additional work.
5. Independent Contractor Relationship. Silverside is an independent contractor for Client. This Agreement is not intended by the Parties to constitute or create nor does this Agreement constitute or create a joint venture, pooling arrangement, partnership, or formal business organization of any kind, other than an independent Client arrangement, and the rights and obligations of the Parties shall be only those expressly set forth herein. Neither Party shall have authority to bind the other except to the extent expressly authorized herein. Silverside shall remain as an independent contractor at all times and neither Party shall act as an agent for the other. Parties agree to be responsible for the payment of any taxes, interest or other liabilities attributed to them under this Agreement.
6. Non-Solicitation. The Parties, shall not solicit, attempt to solicit, directly or by assisting others, any of the other’s employees, clients and/or agents who provided services to either Party, during the period in which Silverside provided Services to Client, for the purpose of employing or engaging the same to provide services that are competitive with the Services, and shall not disclose to any third party, client lists, trade secrets, or either Party’s proprietary information that would serve to advance the interests of companies or individuals providing competing services to the Parties.
7. Non-Disparagement. The Parties agree that they will at no time take any action or make any statement that could discredit the reputation of the other, or its products or services, including in any online forums, such as Social Media sites.
8. Limitation of Liability. In no event shall Silverside or Silverside’s owners, members, shareholders, directors, officers, managers, employees, clients, agents, affiliates, and advisors (collectively, “Silverside’s Affiliates”) be liable to Client or any third party for any (i) loss of profits; (ii) any incidental, indirect, special, punitive, exemplary or consequential damages; or (iii) any claims or demands brought against Client. Notwithstanding anything herein to the contrary, Silverside and Silverside’s Affiliates’ aggregate liability to Client shall be limited to the total amount of payments made to Silverside by Client pursuant to this Agreement during the three (3) months immediately prior to the first claim made by Client against Silverside.
9. No Responsibility. Silverside is not responsible for complying with emission standards, or any other state laws or regulations that may be applicable to the operation of the Project vehicle. Client understands and agrees it is their responsibility to comply with any standards, state laws or regulations in each jurisdiction they operate the Project vehicle.
10. Warranty. THE SERVICES AND ALL OTHER MATERIALS AND INFORMATION PROVIDED BY SILVERSIDE ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND SILVERSIDE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Client understands and acknowledges that all antique, vintage, and/or original equipment is not warrantied, and it is Client’s responsibility to properly service and maintain the Project after Client takes possession.
Silverside warrants the equipment and material it furnishes and the work it performs against defects in design, equipment, materials, or workmanship either for a period from Project commencement to a date Twelve (12) months after completion of the Project as a whole. For new products, Silverside warrants products under the Manufacturer’s Warranty only, and Client will be responsible for any shipping costs related to the repair or replacement of such products. If at any time during the warranty period, Client discovers any defect in the design, equipment, materials, or workmanship, immediate notice shall be given to Silverside. Any repairs, maintenance, or care of the Project by outside parties will void any warranty guaranteed by Silverside and may void any warranty by manufacturer.
10. Indemnification. Client hereby expressly indemnifies and holds Silverside harmless from and against any and all Loss and Expense suffered, directly or indirectly, by Silverside by reason of, or arising out of (i) any material breach of any terms of this Agreement made by Client, its members, employees, Clients, subClients, successors and assigns pursuant to this Agreement, or (ii) any failure by Client, its members, employees, Clients, subClients, successor and assigns to perform or fulfill any of its covenants or agreements set forth in this Agreement, or (iii) negligence of the Client or Client’s failure to follow advice of Silverside when it comes to use and operation of vehicle/project care, maintenance, repairs, vehicle care or any similar advice.
11. Severability. If any provision of this Agreement shall, to any extent, be held invalid, illegal or unenforceable, in whole or in part, the validity, legality, and enforceability of the remaining part of such provision, and the validity, legality, and enforceability of the other provisions hereof, shall not be affected thereby and each term, covenant, or condition shall be valid and enforceable to the fullest extent permitted by law. If any such invalidity shall be caused by the length of any period of time, the size of any area or the scope of activities set forth in any provision hereof, such period of time, such area or scope or all, shall be considered to be reduced to a period, area, or scope which would cure such invalidity. Any provision of this Agreement which is held invalid, illegal, or unenforceable in any jurisdiction shall not be deemed invalid, illegal, or unenforceable in any other jurisdiction.
12. Force Majeure. Neither Party shall be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including, without limitation, earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared) or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree (each a “Force Majeure Event”); provided that financial inability in and of itself shall not be a Force Majeure Event.
13. Counterparts. This Agreement may be executed in more than one counterpart, each such counterpart shall be deemed an original, and all such counterparts shall constitute one and the same agreement.
14. Captions. The headings, titles, and captions of the sections of this Agreement are inserted only to facilitate reference. They shall not define, limit, extend, or describe the scope or intent of this Agreement or any provision hereof, and they shall not constitute a part hereof or affect the meaning or interpretation of this Agreement or any part hereof.
15. Remedies Cumulative. Except as otherwise expressly provided herein, all rights, powers, and privileges conferred hereunder upon any Party shall be cumulative and not restrictive of those given by law. No remedy herein conferred is exclusive of any other available remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given by agreement or now or hereafter existing at law or in equity or by statute.
16. Binding Effect. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by and against all the Parties and their respective heirs, legal representatives, personal representatives, successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to or shall confer upon any person other than the Parties, and their respective heirs, legal representatives, personal representatives, successors and permitted assigns, any rights, remedies, obligations or liabilities.
17. Use of Terms. Use of the terms “herein”, “hereby”, “hereunder”, “hereof”, “hereinbefore”, “hereinafter”, and other equivalent words refer to this Agreement in its entirety and not solely to the particular portion of the Agreement in which such word is used. Reference to “this Article”, “this Section”, or a similar reference to a specific part of this Agreement shall refer to the particular Article, Section or specific part in which such reference appears. Whenever used herein, any pronoun shall be deemed to include both the singular and plural and all genders.
18. Further Assurances. Each of the Parties will execute, deliver, acknowledge, or supply such further documents, instruments, and assurances as shall be reasonably necessary or appropriate to carry out the full intent and purposes of this Agreement, including without limitation the filing of either a copy of this Agreement or a Memorandum of this Agreement with the applicable government authorities.
19. Consent to Jurisdiction. The Parties to this Agreement hereby agree that the courts of the State of South Carolina shall have sole and exclusive jurisdiction over any matter arising from the interpretation, purpose, effect, or operation of this Agreement, and with regard to all matters associated with this Agreement. The Parties consent to venue in Charleston County, South Carolina, and waive any rights they may have to assert jurisdiction or venue in any other court, administrative forum, or other adjudicative body.
20. Survival. The Parties acknowledge and agree that Section 5 (Independent Contractor Relationship) Section 6 (Non-Solicitation) Section 7 (Non-Disparagement), 10 (Indemnification), and 12 (Severability) shall survive termination of this Agreement regardless of the reason, basis, or circumstances of the termination.
21. Entire Agreement. This is the entire Agreement between the Parties relative to the Services and the exchange of proprietary information concerning the Services and Agreement; it supersedes and replaces any and all previous understandings, commitments or agreements, oral or written, related to the Services and Agreement.
22. Attorneys Fees. In the event the parties become involved in litigation with each other arising out of this Agreement or other performance thereof in which the services of an attorney or other expert are reasonably required, the prevailing party shall be fully compensated for the cost of its participation in such proceedings, including the cost incurred for attorneys' fees and experts' fees.
23. Notice. Any written notice to be given under this Agreement will be deemed sufficiently served when deposited in the United States mails in a sealed envelope with sufficient postage affixed, registered or certified, with return receipt requested and addressed to
To Client: (see below section named “Client Info”)
To Silverside: Silverside Design LLC. : 4639 Rivers Avenue, North Charleston, SC 29405
p. 843-860-3230
e. create@silversidedesign.com
Any party may change the address to which notice to it may be given by written notice to the other as provided in this Agreement. For any notice which may need immediate response, such as notice of default and opportunity to cure the default, email addressed to the email address above, with read receipt requested, shall be sufficient.