Vehicle and Equipment Purchase Agreement

VEHICLE AND EQUIPMENT PURCHASE AGREEMENT

This Vehicle and Equipment Purchase Agreement (“Agreement”), dated ____________ for reference purposes, is made by and between _________ (“Seller), located at ____address_____  and ____________ (“Buyer”), located at _______address____.  
 

BACKGROUND

Seller is engaged in the business of selling catering vehicles to small business owners.  Seller desires to sell a vehicle and kitchen equipment to Buyer.

Buyer is engaged in the business of operating a mobile food facility selling food products, and has agreed to purchase a vehicle and kitchen equipment from Seller.

*Note: You should customize this Background section to your situation.  If Seller is not a general seller of catering vehicles, then change the wording to reflect what Seller does.  For Buyer, modify your wording to explain what your food truck sells.  If you are not purchasing kitchen equipment with the truck, then omit the language about kitchen equipment.  This portion is merely to explain the intent of the contract.

In consideration of the mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:

1. Description of the Vehicle.  The following is a description of the vehicle that Seller agrees to provide according to this Agreement (“Vehicle”).
            A. Make: ______________
            B. Model: ______________
            C. Body Type: ______________
            D. Body Color: ______________
            E. Year: ______________
            F. Miles: ______________
            G. Vehicle Identification Number (VIN): ______________

2. Description of the Equipment for Purchase.  The following is a list of the equipment that Seller agrees to provide according to this Agreement (“Equipment”).

Make                        Item Description                                                                                    Quantity
_______            _______________________________________________                        _______
_______            _______________________________________________                        _______
_______            _______________________________________________                        _______
_______            _______________________________________________                        _______

3. Consideration.

A. Purchase Price. Buyer shall pay the total purchase price to Seller for the Vehicle and Equipment in the amount of __________ dollars consisting of the following components:

                        I. Down payment: $______________ (Due to Seller on or before execution of

the Agreement.)

                        II. Payment Due at Delivery of the Vehicle and Equipment to Buyer:$______________

**Note: Modify this section to reflect your agreed-upon method of payment.  For example, if you agree to pay Seller according to an installment plan, then you should make a chart showing the exact amount and due date of each payment.

B. The down payment and payment due at delivery of the Vehicle and Equipment shall be

made by Buyer to Seller in cash, by certified check, or through another instrument upon written permission from Seller.   

4. Delivery of Vehicle and Equipment.  Seller shall deliver the Vehicle and Equipment, and Buyer shall take possession of the Vehicle and Equipment, at Seller’s premises on or before _____________ (“Delivery Date”).  If delivery is made after the reference date, then Seller must ensure the Vehicle and Equipment is delivered in the same condition as when last inspected by the Buyer (or, if no Buyer inspection, then the reference date).  Buyer must appear at Seller’s premises during standard business hours on or before the Delivery Date to remove the Vehicle and Equipment from Seller’s premises.  However, if Buyer fails to appear at Seller’s premises on or before the Delivery Date to accept possession of the Vehicle and Equipment, then risk of loss passes to Buyer on the Delivery Date.
***Note: If the Vehicle is from out-of-state, then try to modify this section so that Seller has to deliver the Vehicle to Buyer’s premises, and risk of loss transfers to Buyer only upon delivery.  This will save you the cost of delivery and shield you from liability if the Vehicle is damaged or lost in transit.

5. Conveyance of Vehicle Title and Equipment.
            A. Conveyance of Vehicle Title.  Seller shall convey title to Buyer upon delivery of the Vehicle

to Buyer.  Seller agrees and covenants to execute all documents presented by Buyer that are necessary to finalize transfer of title and registration upon the Vehicle to Buyer.

B. Conveyance of Equipment.  Upon delivery to Buyer, Seller shall sell, convey and transfer to Buyer all rights, title and interest in the Equipment described in Section 2.  Buyer shall have exclusive possession and control of the Equipment.

5. Representations and Warranties.
            A. Warranties.  Seller represents that Seller owns the Vehicle and Equipment free of all

liens and encumbrances.  The Vehicle and Equipment is sold in an “AS IS” condition.  Seller expressly disclaims any implied warranties of merchantability or of fitness for a particular purpose.           

B. Odometer Declaration.  Seller states that the odometer in the Vehicle now reads _____ miles and to the best of Seller’s knowledge it reflects the actual mileage of the Vehicle.

C. Buyer Representation.  The individual signing this Agreement on behalf of Buyer hereby represents to Seller that he or she has the power and authority to do so on behalf of Buyer.

6. Insurance and Tags.  Buyer acknowledges that unless prohibited by applicable law, any insurance coverage, license, tags, plates or registration maintained by Seller on the Vehicle and Equipment shall be cancelled upon delivery of the Vehicle and Equipment to, and the acceptance of, Buyer.

7. Continuation of Representations and Warranties.  All representations and warranties contained in this Agreement shall continue in full force and effect after execution of this Agreement.  If either party later learns that a warranty or representation that it made is untrue, it is under a duty to promptly disclose this information to the other party in writing.  No representation or warranty contained herein shall be deemed to have been waived or impaired by any investigation made by or acknowledge of the other party to this Agreement.

8. Indemnification of Attorneys Fees and Out-of-pocket Costs.  Should any party materially breach this Agreement, the non-breaching party shall be indemnified by the breaching party for its reasonable attorneys fees and out-of-pocket costs which in any way related to the breach of this Agreement.  This provision shall not limit the remedies either party may have otherwise possessed in law or equity related to a breach of this Agreement.  The term “out-of-pocket costs,” as used in this Agreement, shall not include lost profits.

9. Force Majeure Event.

            A. Non-performance:  Neither party shall be liable for any failure to perform or delay in

performance under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event, defined as an event beyond the reasonable control of and not the fault of the non-performing party.

B. Force Majeure Events:  Force Majeure Events include, but are not limited to, flood, lightning, earthquake, fire, landslide, hurricane, explosion, war, civil disturbance, terrorist act, military action, epidemic, or actions of a public authority.

C. Notice:  If the non-performing party seeks to assert this action, that party shall provide the performing party with prompt written notice of such assertion along with a written estimate of the period of time the Force Majeure Event is reasonably expected to continue.  Performance under this Agreement shall be immediately resumed once the Force Majeure Event is alleviated.

10. Integration:  This Agreement is the exclusive agreement between the parties with respect to its subject matter and as of its reference date supersedes all prior agreements, negotiations, representations, and proposals, written or oral, related to its subject matter.  Its terms cannot be modified, supplemented or rescinded except by an agreement in writing signed by an authorized representative of all parties.  There are no conditions precedent to the effectiveness of this Agreement other than those expressly stated in this Agreement.  In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in this Agreement.

11. Severability:  In the event that any portion of this Agreement shall be held to be unenforceable, the remaining portions of this Agreement shall remain in full force and effect.

12. Modification:  Except as otherwise provided in this document, this Agreement may be modified, superseded, or voided only upon the written and signed agreement of the parties.

13. Choice of Law and Forum.  This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of ____________ except for that portion relating to conflicts of laws.  Any matter involving interpretation or enforcement of this Agreement shall be brought in the state or federal courts in _____(county)_____________.  The parties hereby accept the jurisdiction of those courts.

****Note: It is advisable to pick a county that is closest to you, since it will be more convenient and less costly for you to litigate in your local area.  

[Signature Page Follows]

Each party has signed this Agreement through its authorized representative as of the date last set forth below.

SELLER                                                                        BUYER

_______________________________                        _______________________________
Signature                                                                              Signature

_______________________________                        _______________________________
Printed Name                                                                        Printed Name

_______________________________                        _______________________________
Date                                                                                        Date