TRAILER MAINTENANCE & REPAIR PROGRAM
TERMS & CONDITIONS
(TMRP T&C)

Recitals

WHEREAS various entities together created a Trailer Maintenance & Repair Program (“TMRP or the Program”), which is intended to facilitate and maintain available, serviced trailers for use by the participating motor carriers who are Participants in the TMRP. 

WEREAS Mechanic is a worker employed or retained by a duly licensed company providing mechanical, maintenance, and repair services to trailers and warrants said Mechanic is duly authorized by all applicable federal, state, and provincial requirements to provide such services;

WHEREAS Participant is a motor carrier of property duly authorized by all applicable state, provincial, or federal authorities to provide compensated contract carriage of property for shippers and receivers of regulated and nonregulated property and provides transportation services and related services in the U.S. and which desires to participate in a Trailer Maintenance & Repair Program (TMRP or the Program) and shall hereafter be referred to as the “Participant”;

WHEREAS TRAFFIX Solutions Ltd. dba TRAFFIX has agreed to provide limited financial intermediary services to facilitate the payment and collection of certain fees pertaining to the provision and utilization of Program Services;

Therefore, upon providing mechanical or repair services to or utilizing a trailer which is part of the Program, the Participant and Mechanic agree to be bound by these Terms & Conditions, and the decision to service or use a trailer that is serviced and made available as part of the TMRP shall be good and valuable consideration, the receipt and sufficiency of which is acknowledged by Participant and Mechanic (collectively the “Parties”).

Program Overview

  1. The trailers in the Program (the “Equipment”) are evaluated prior to use by Mechanic and each Participant.  When a trailer is deemed to require repairs or to be “out of service” by Mechanic or a Participant, Mechanic will repair the trailer and return it to service, where practical and cost efficient to do so.  The maintenance and repair services performed on the Equipment by Mechanic is referred to herein as the “Services” and which are set out in more detail, below.

Trailer Maintenance & Repair Program (TMRP)

  • The Program as set forth in these Terms & Conditions, includes the following services and provisions that will be provided by Mechanic to the trailers in the Program:
  1. Program Inclusions:Comprehensive Evaluation: Prior to utilization, each trailer within the trailer pool (the “Equipment”) will undergo a thorough evaluation by Mechanic and the Participant to determine serviceability.Maintenance and Repair Services: Mechanic will perform all necessary maintenance and repair services on the Equipment to ensure its operational readiness for motor carrier requirements. This includes, but is not limited to, mechanical repairs, electrical system maintenance, structural integrity checks, and safety inspections. These Services are at the complete discretion of Mechanic. Out-of-Service Equipment: Should any piece of Equipment be deemed out of service by either Mechanic or a Participant, Mechanic will undertake repairs to return the trailer to service, provided it is practical and cost-efficient.
  • Program Exclusions:Major Modifications: Any major modifications or enhancements to the Equipment that go beyond standard maintenance and repair activities are excluded from the Program.Replacement of Equipment: The total replacement of any piece of Equipment is not covered under the Program. Decisions regarding the replacement of Equipment due to irreparable damage or obsolescence, if any, will be subject to separate agreement between different.Non-Compliance Damages: Damages to the Equipment resulting from the Participant’s failure to comply with applicable laws, regulations, or reasonable defect reporting procedures are excluded from the Services covered by this Program. The Participant is solely responsible for any costs or liabilities arising from such non-compliance.Incidental Costs: Costs associated with the loss of use, rental expenses for alternative Equipment during repair periods, or any indirect expenses incurred by the Participant are not covered by the Program.

Payment for the Program:

  • The Participant is required to remit all payments for use of Program trailers, which shall be calculated based upon the Participant’s number of trips completed using the Equipment. For longer trips, mileage may be taken into consideration. Only Participants pay for Services, and the role of TRAFFIX shall be restricted to acting solely as a limited financial intermediary which collects and forwards payments for Services by the Participant to Mechanic. TRAFFIX shall not inspect, review, audit, service, observe, or evaluate the condition of trailers in any manner whatsoever, or in any way participate in the Program other than as a financial intermediary.

Indemnification

  • Mechanic and each Participant agree to defend, indemnify, and hold TRAFFIX harmless from any and all claims, demands, suits, fines, penalties, costs, expenses, which may be asserted against TRAFFIX, together with all economic or other impact to TRAFFIX, caused by, or arising from, or related in any way to the Program, including but not limited to tortious conduct, breach of contract, and any other liability arising out of Mechanic’ or the Participant’s actions or inactions related to the Program, including but not limited to costs of defense, damages, expenses, reasonable attorney fees, fines, penalties, clean-up costs, repair or maintenance charges, awards, or other costs, expenses, or charges of any kind related to the Program.  This indemnification provision shall not apply to the extent of the negligence, or intentional action or inaction of TRAFFIX with regard to its role in providing limited financial intermediary services, where such a provision is required to comply with applicable law.

Payment and Maintenance Obligations of the Participant

  • The Participant shall carry out Routine Maintenance inspections on the Trailer at the intervals and in the manner as may be required by any applicable laws and regulations.  Further, the Participant shall comply with any reasonable defect reporting procedure which is required by any applicable law and regulations and agrees that participation in the Program is simply an additional means of Equipment maintenance and is not intended to replace the Participant’s obligations with regard to Equipment maintenance in any manner.
  • Each Participant is obligated to remit payment for the Program, calculated based on the trips they have completed. Acting as limited financial intermediary only, TRAFFIX shall invoice the Participant based upon data reported to TRAFFIX by the Participant, and shall supply supporting records in the form requested by TRAFFIX within 10 days of such request.

Accounting Obligations of Mechanic

  • Mechanic will issue monthly invoices to the Participant care of the limited financial intermediary, and each invoice will set out the fees incurred for the repair and maintenance of the Equipment within the Program. Upon receipt of these invoices, the Participant acknowledges that the limited financial intermediary’s role is solely to facilitate payment directly to Mechanic on their behalf. The amounts, expressed in United States Dollars and proportionate to the completed trips, may be deducted by the limited financial intermediary from the compensation otherwise payable to the Participant for Services rendered. The Participant understands and acknowledges that TRAFFIX’s exclusive responsibility as a limited financial intermediary under this Program is to advance the specified sum for each Participant to Mechanic and to withhold this amount from the payments due to the Participant to facilitate said payments for Services.

Dispute Resolution and Arbitration

  • In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties (being the Mechanic and Participant) hereto shall use their best efforts to settle such disputes, claims, questions, or disagreements. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 30 days, then, upon notice by either party to the other, all disputes, claims, questions, or disagreements shall be finally settled by arbitration administered by the American Arbitration Association (AAA) in accordance with the provisions of its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
  • The arbitration shall be held in the State of Delaware, and the laws of the State of Delaware shall apply to the proceedings. The arbitration shall be conducted by one arbitrator, mutually agreed upon by the parties, and if no agreement can be reached, then by one arbitrator appointed by the AAA. The language of the arbitration shall be English.
  1. The parties agree that any arbitration under this Agreement shall be conducted on an individual basis. Claims of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user.
  1. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages.
  1. Notwithstanding the foregoing, TRAFFIX, as a limited financial intermediary, shall not be obligated to participate in any dispute between the Mechanic and Participant except as required by applicable law or by the terms of this Agreement.

END