LEGEND FLEET SOLUTIONS TERMS & CONDITIONS (CANADA)
Last Updated: March 19, 2024
The Company:
Legend Fleet Solutions Inc. (referred to as “LEGEND”, and “Company” throughout agreement)
56957 Hwy 3 West
Tillsonburg ON, N4G 4G8
The Dealer:
(Referred to as “Dealer” and “Customer” throughout agreement)
AGREEMENT:
A. This Agreement shall become effective on January 3, 2023, and shall continue until either the Company or the Dealer delivers written notice of termination of this Agreement to the other party.
GENERAL
All sales of Products are subject to these Conditions.
Any purchase order submitted by Customer shall be subject to these Conditions. Any terms or condition in Customer’s purchase order, or otherwise proposed by Customer, shall not bind LEGEND unless LEGEND expressly accepts such conditions in writing.
Customer’s receipt of the Products shall constitute its acceptance of these Conditions.
To modify these Conditions, both parties must sign a written agreement containing the modification and specifically referring to these Conditions.
LEGEND’s staff, agents and representatives have no authority to make any representations, statements, warranties, conditions or agreements that conflict with these Conditions, unless made in writing and signed by a duty authorized officer of LEGEND. Any such unauthorized representations, statements, warranties, conditions or agreements shall not bind LEGEND nor form part of any contract between Customer and LEGEND.
LEGEND reserves the right to change its Terms and Conditions of Sale at any time without notice. These changes shall be available at https://www.legendsoftheroad.com/policies unless modified Pursuant Section above, the Terms and Conditions available online shall control.
DEALER GRANT:
The Company hereby grants to the Dealer and the Dealer hereby accepts from the Company, the right to purchase, market, distribute, and re-sell products manufactured, produced, and/or sold by the Company (“LEGEND Products”) subject to all terms and conditions set forth in this Agreement and specific purchase order agreements.
Dealer shall:
Market, advertise, promote, and sell Legend Products in a manner that reflects favorably at all times on Legend and the good name, goodwill and reputation of Legend and consistent with good business practice, in each case using its best efforts to maximize the sales volume of the Legend Products.
Maintain a place or places of business, including adequate office, storage, and warehouse facilities and all other facilities as required to perform its duties under this Agreement.
Have sufficient knowledge of the industry and products competitive with each product (including specifications, features, and benefits) so as to be able to explain in detail to Customers the differences between the products and competing products.
Observe all directions and instructions given to it by Legend in relation to the marketing, advertisement, and promotion of the Legend Products, including sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by Legend.
Not make any materially misleading or untrue statements concerning Legend or the Legend Products, including any product disparagement or "bait-andswitch" practices.
Promptly notify Seller of any complaint or adverse claim about any product or its use of which Dealer becomes aware.
SALES:
BRONZE – 30% off MSRP
Initial minimum order of 5k 15k minimum total annual sales of products ordered direct from LEGEND.
Point-of-Sale Material at No Charge
SILVER – 35% off MSRP
30k minimum total annual sales of products ordered direct from LEGEND.
• Point-of-Sale Material at No Charge
• Access to Marketing Credit Program (coming soon!)
• Web Store Set-Up Support
• Tradeshow Support with free demo product
• Digital Marketing Support & Promotion – social media and marketing assets
GOLD – 40% off MSRP
60k minimum total annual sales of products ordered direct from LEGEND.
• Point-of-Sale Material at No Charge
• Access to Marketing Credit Program (coming soon!)
• Web Store Set-Up Support
• Tradeshow Support with Demo Van use and/or free demo product
• Digital Marketing Support, Promotion, and Exposure – such as joint media opportunities at Legend’s cost, social media, marketing assets, and embeddable website tools such as 3D Configurator
• Highlighted on Dealer Locator
• Lead Referral
These levels will be reviewed each December and set for the following year. If your total annual sales do not meet the Bronze minimum level of $15,000 by the end of the year, your account will be moved to a cash account, with a discount level of 20% off MSRP.
LEGEND will reasonably support the dealers to ensure they put forth their best efforts to market, promote, distribute, and sell LEGEND products. LEGEND will provide ongoing dealer training through webinars and the dealership relationship program to help drive businesses to upfitters.
PRICING POLICY:
Prices, charges, discounts, allowances, and other terms of the sale shall be established and may from time to time be modified by the LEGEND throughout the term of this Agreement.
Dealers will abide by LEGEND’s MAP (Minimum Advertised Price) Policy which helps protect fair and equitable pricing in the marketplace.
Discounts provided are off MAP pricing providing an excellent opportunity for profitability. This is a move intended to protect our Distributors and Dealers as well as build the Legend brand.
Distributors and Dealers of LEGEND products may not publish and/or advertise pricing that is more than 15% below MSRP pricing. 15% below Manufacturer's Retail Suggested Price (MSRP) is the set Minimum Advertised Price (MAP) for all LEGEND products.
Distributors and Dealers can advertise and sell above MSRP, but they cannot advertise below MAP.
ORDERS & SHIPMENTS:
Free freight on standard orders exceeding $2,500, standard freight charges will apply when less than $2,500. This does not include complete kits. When ordering complete kits for the vehicles listed below, free freight is honored.
Transit 130, 148, 148ext.
Promaster 136, 159, 159ext.
Sprinter 144, 170, 170ext.
NV Cargo (Wheel Well Covers are not included)
GMC Savana (Wheel Well Covers are not included)
If product arrives damaged, it is required that you ‘sign for damage’ on delivery in order to process a Return Merchandise Agreement (RMA). Fast Lane products that have not been used can be returned less a restocking fee of 15%, any other standard product can be returned with a 30% restocking fee. Custom products are not refundable.
Summary:
Products must be returned within 4 months of purchase date.
15% restocking fee on all items that are included in Fast Lane Program.
30% restocking on items that are not in Fast Lane Program.
Return shipment to be arranged by customer
RMA needs to be completed with customers original PO#
Any custom parts are final sale
Pallets used on an order will each incur a $25 pallet fee.
Dropshipping will incur a $75 dropship fee due to the increased demand it places on staffing and warehouse space. This will be applied to each dropship order, no matter the size of the dropship. This service fee does not include any residential tailgate fee, or the freight cost itself.
For orders that ship via courier (UPS, etc.) a $25 dropship fee will replace the above $75 dropship fee.
TERMS & PAYMENTS:
All payments are to be made in accordance with the agreed payment terms as set forth in the written acknowledgement from the Company for each order. Notwithstanding any other provision of this Agreement or any purchase order or written acknowledgement to the contrary, the following terms and conditions shall apply to payments for orders of LEGEND products.
Standard Payment Options Include:
Dealers are required to fill out LEGEND’s credit application when setting up a dealer account. Once three (3) trade references have been obtained, LEGEND will determine the terms of account. Standard terms are Net 30 days.
Visa/Credit card payment is required for first time order, unless terms have been approved.
MARKETING:
For marketing materials use resources found at: Our Products — LEGEND (LEGENDsoftheroad.com) You may also email our marketing department for further information regarding our continuous dealer support efforts: [email protected] and the Company shall provide to the Dealer appropriate marketing materials
The Dealer will abide by MAP pricing, which is the minimum amount that LEGEND recommends resellers advertise their products for. Dealers can sell the product below MAP, but they cannot advertise below MAP without jeopardizing their dealer agreement.
Subject to the terms and conditions of this Agreement, Company grants to Dealer a non-exclusive, non-transferable, and non-sublicensable license during the Term solely on or in connection with the promotion, advertising, and resale of the Legend Products in accordance with the terms and conditions of this Agreement to use all Legend's trademarks, whether registered or unregistered. On expiration or earlier termination of this Agreement or upon Company request, Dealer shall promptly discontinue the display or use of any trademark or change the manner in which it is displayed or used with regard to the Legend Products. Other than the express licenses granted by this Section, Company grants no right or license to Dealer, by implication, estoppels, or otherwise, to the Goods or any intellectual property rights of Legend or its affiliates.
BRAND LOYALTY:
The Dealer is required to promote and spread the LEGEND brand. As LEGEND develops an online training platform, key employees of the company are required to take short training courses to ensure and improve product knowledge of new selling opportunities. The Dealer and key employees are also required to participate in our monthly webinars. If not able to attend, recordings must be viewed.
If selling or promoting LEGEND on an online presence of any kind, the Dealer must have at the minimum the updated LEGEND logo and product offering on their website. LEGEND brand guidelines must be adhered to in all marketing.
The Dealer may be asked to submit photos and/or videos of their vehicle upfits. This content will be promoted by LEGEND on social media, newsletters, and other media.
INVENTORY:
The dealer is strongly encouraged to keep a working inventory ready to go for their customers; a specific example of this would be LEGEND’s SecuriLocks which can be upfit into any van regardless of make or model. LEGEND will support upfitters with the Fast Lane service, providing direct shipping on larger orders.
WARRANTY:
On our core product lines, (including StabiliGrip, EVOLVE, DuraTherm, AutoMat, and Sill Plates) Legend offers a limited lifetime warranty on manufacturing defects which significantly impair the products’ functioning and can clearly be traced back to faults in the material or manufacturing errors. The precondition for the warranty is correct installation of the product and any apparent defects must be reported prior to installation of the material.
All other Legend products (including EconoLite) offer a 6-month limited liability warranty on manufacturing defects as described above. The same precondition on installation is present.
Aside from Legend StabiliGrip, no Legend flooring (including, but not limited to, UltraGrip, UltraFloor, and KK-Plus) is warranted against expansion and contraction or any bowing or flexing of the material as this is the nature of these types of materials.
For allowance of warranty claims the original invoice must be presented. Wear and tear is not covered under this warranty. Defective material will be replaced, however maximum liability for all claims is limited to the purchase price of the goods referred to above.
INDEMNIFICATION:
The Dealer agrees to save, defend, indemnify, and hold harmless the Company as well as its officers, directors, managers, partners, contractors, employees, agents and their successors, and assigns from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees, disbursements and courts costs), whether or not involving third-party claims (1) for injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of the Dealer, a third party acting for or with the Dealer, or the Dealer’s employees, agents, representatives, contractors or their successors or assigns, or (2) for the failure, breach or default by the dealer of any of the representations, warranties, covenants or other agreements of the Dealer contained in this Agreement. The indemnification shall survive the expiration or termination of this Agreement.
INSURANCE:
The Dealer shall, throughout the term of this Agreement, maintain policies of insurance providing general comprehensive commercial and product liability coverage in a total aggregate sum of at least $1,000,000.
INDEPENDENT CONTRACTOR:
The Dealer and the Company shall be deemed independent contractors for the purposes of this Agreement and neither is an agent, employee, servant, partner or joint venture of the other Party. Neither Party shall have the right, power or authority to assume or create any obligation on behalf of the other Party.
DEFAULT AND TERMINATION:
Either the Company or the Dealer may terminate this Agreement effective immediately by notice in writing without liability to the other if the other is in material breach of this Agreement. If breach is remediable, the party in breach has fifteen (15) days from written notice to remedy the situation.
In the event of termination of this Agreement for any reason, we expect signage and marketing materials be returned to the Company.
CONFIDENTIALITY:
The Dealer warrants, covenants, and agrees to ensure that the Dealer, any employee, agent, professional advisor, or consultant of any of the foregoing shall keep confidential and not disclose any and all information, data, and material not generally known or available outside the Company and information data, and material generally treated as confidential information by the Company.
The Dealer acknowledges that the disclosure of the Company’s Confidential Information may result in irreparable injury to the Company and that the Company shall be entitled to seek injunctive relief in addition to any other legal or equitable remedies that may available to it.
GENERAL PROVISIONS:
Assignment. Dealer may not transfer or assign this Agreement or any part thereof without the advance written consent of the Company. The Company may assign this Agreement at any time without consent of the Dealer.
Amendments. The Agreement between the Company and the Dealer covering the Products is set forth herein and any amendment or modification shall be in writing and shall be executed by duly authorized representatives in the same manner as this Agreement.
Governing Law. For US Upfitters, this Agreement shall be governed by the laws of the State of Minnesota without regard to the choice of law provisions, statutes, or rules thereunder. Venue for any dispute regarding this Agreement or any resulting order shall be Dakota County, Minnesota, and the Dealer expressly consents to the jurisdiction of Minnesota and federal courts in connection with this Agreement or any resulting order. The Dealer waives any other venue to which either party might be entitled by domicile or otherwise. For CDN Upfitters, this Agreement shall be governed by the laws of the province of Ontario without regard to the choice of law provisions, statutes, or rules thereunder. Venue for any dispute regarding this Agreement or any resulting order shall be Oxford County, Ontario, and the Dealer expressly consents to the jurisdiction of Ontario and federal courts in connection with this Agreement or any resulting order. The Dealer waives any other venue to which either party might be entitled by domicile or otherwise.
Severability. If any court of competent jurisdiction finds any provision of this Agreement to be unenforceable or invalid in whole or in part, such findings shall not affect the validity of the other provisions of this Agreement or the remainder of the provision in question.