Royal Truck & Trailer Terms & Conditions

Terms and Conditions • Independent Contractor Agreements
(Updated: May 11, 2023)

1. GENERAL: These Terms and Conditions (“Agreement”) shall govern the independent contractor relationship between (i) Royal Truck & Utility Trailer (“Royal”) and (ii) the above-referenced Contractor (“Contractor”).  Contractor agrees it is the intent and purpose of the parties that their relationship be that of an independent contractor.  Nothing in this Agreement is intended to create a relationship of employer-employee, principal-agent, or master-servant between the parties.  Contractor shall have no authority to bind Royal and shall not represent or lead any person to believe Contractor has the power or authority to bind Royal to any agreement, undertaking, liability, or obligation.  Royal shall not be liable for any of Contractor’s debts, accounts, obligations, or other liabilities.  Contractor understands and agrees Contractor is not employed by Royal and consequently has no right to participate in any benefit plans of Royal.

2. SERVICES: In exchange for compensation, Contractor shall provide driving and/or hauling services for Royal (“Services”).  Royal is only interested in the results achieved by Contractor. Contractor shall exclusively determine the method, details, and means of performing the Services.  Contractor shall maintain records according to generally accepted industry standards, records to support the basis for its compensation, any records required by law, and records related to its compliance with the terms of this Agreement.

3. CONTRACTOR RESPONSIBILITIES: Contractor assumes full and sole responsibility and liability for: (a) all expenses related to any of Contractor’s agents or employees, including without limitation,  compensation, benefits, workers compensation, unemployment insurance, social security, and disability insurance; (b) all required withholdings for Contractor and its employees, if any; (c) the control, direction, and supervision of any of Contractor’s employees and agents in performance of the Services; (d) all acts and omissions of Contractor’s employees and agents; (e) all taxes and/or governmental obligations, including, without limitation, all federal, state, and local taxes and other costs and expenses attributable to the compensation payable to, and Services, provided by, Contractor; and (e) satisfactory completion of the Services.

4. CONTRACTOR WARRANTIES: Contractor affirms, represents, and warrants that:  (a)  Contractor maintains a separate business that is neither owned by Royal nor controlled or used by Royal;  (b) Contractor holds, or has applied for, a federal employer identification number; (c) Contractor maintains all occupational licenses (if any) required and has satisfied all other legal prerequisites for conducting business and providing the Services under applicable federal, state and local laws; (d) Contractor is not subject to any restrictive agreement, order, or other legal obstacle, which prohibits Contractor from entering and/or performing this Agreement; (e) Contractor may realize a profit or loss in connection with performing the Services; (f) Contractor has continuing or recurring business liabilities or obligations such that the success or failure of the Contractor’s business depends on the relationship of business receipts to expenditures; and (g) Contractor is authorized to conduct business in the United States, State of Michigan, and all other Countries, States, and Territories Contractor may conduct business in when performing the Services.

5. INDEMNIFICATION: Contractor shall indemnify, defend, and hold harmless Royal from and against all first-party and third-party claims, actions, losses, liabilities, expenses (including attorney fees), damages, and judgments, which arise from, result from, or relate to the Services.  This provision shall survive any termination of this Agreement.

6. INSURANCE: Contractor shall procure the following insurance: (a) Automobile Insurance coverage with limits not less than $1,000,000 per occurrence for property damage and bodily injury (including death); and (b) Motor Truck Cargo insurance with limits not less than sufficient to cover the value of the cargo transported for Royal.  Contractor shall obtain endorsements on all insurance reflecting: (a) Royal is an additional insured; (b) the insurance is on an occurrence, primary, and noncontributory basis; and (c) the insurance provides no less than 30 days prior written notice be given to Royal in the event of cancellation or non-renewal of the coverage.  All notices regarding all insurance shall be delivered to Royal’s Chief Legal Officer at and 311 East Cady Street, Northville, Michigan, 48167.  Contractor shall provide Royal with the Certificates of Insurance evidencing procurement of all required insurance before performing Services pursuant to this Agreement.  This provision shall survive any termination of this Agreement.

7. TERMINATION: Royal and/or Contractor may terminate this Agreement by providing seven (7) days written notice.  Notice to Contractor shall be delivered in writing to one of either the address, fax number, or email address identified above by Contractor as associated with Contractor.  Notice to Royal shall be delivered in writing to its Chief Legal Officer at both and 311 East Cady Street, Northville, Michigan, 48167.  In the event the Agreement is terminated, Royal shall have no further obligation or liability to Contractor under this Agreement or otherwise, except only for the payment of any already-earned compensation and/or already-incurred reimbursable expenses as of the date of the notice of termination.

8. LIMITATION ON LIABILITY: Royal shall not be liable to Contractor for incidental or consequential damages of any kind, whether based in contract or tort, including but not limited to: attorney’s fees, litigation costs, interest payments, lost profits, loss of financing, lost production, additional labor costs, loss of anticipated profits or goodwill, loss by reason of plant shutdown, nonoperation or increased expense of operation, service interruption, cost of replacement power, claims by customers of any nature, loss of use of capital or revenue, lost revenue, lost bonding, and fines or penalties of any nature.  The liability of Royal to Contractor shall not in any situation exceed the compensation promised or paid to Contractor for the specific Services giving rise to the immediate dispute.

9. DISPUTES: Contractor and Royal agree that all disputes arising from, resulting from, or related to this Agreement and/or the Services shall be governed by the laws of the State of Michigan.  Contractor and Royal agree the exclusive venue for any and all disputes arising from, resulting from, or related to this Agreement and/or the Services shall be the appropriate federal or state court in the State of Michigan.  Royal and Contractor opt out of, and render inapplicable, all provisions of the United Nations Convention on Contracts for the International Sale of Goods.

10. ASSIGNMENT: Any attempted assignment by Contractor of its rights under this Agreement without Royal’s prior written consent shall be void.  Royal may assign any of its rights or delegate any of its duties under this Agreement without any consent from Contractor.

11. NO WAIVER OF RIGHTS: Royal shall not be deemed to have waived any rights under this Agreement or otherwise merely  because it has deviated from enforcement of the terms of this Agreement in the past and/or fails to insist upon strict compliance with the terms of this Agreement at any time.  Royal shall not be deemed to have waived any rights under this Agreement or otherwise unless Royal expressly, clearly, and unequivocally waives such right(s) in a written document signed by the Chief Operations Officer of Royal.

12. ENTIRE AGREEMENT: This Agreement shall constitute the entire agreement between Royal and Contractor concerning the Services.  In the event of any conflict between the terms of this Agreement and any other document, this Agreement shall control.  No other terms contained in any invoice, purchase order, or other document shall apply to, or vary, the terms of this Agreement, even though such invoice, purchase order, or other document may be submitted to, or accepted by, Royal in connection with the Services.  The terms of this Agreement shall not be modified unless in writing and signed by the Chief Operations Officer of Royal.  If any provision of this Agreement is determined to be unenforceable, all other provisions of this Agreement shall remain valid and enforceable.

13. COUNTERPARTS; FACSIMILES: This Agreement may be executed in counterparts.  If Contractor signs and transmits this Agreement to Royal by facsimile or by other electronic transmission, the facsimile or other electronic transmission of this Agreement shall be binding upon Contractor.  Contractor agrees that the facsimile or other electronic transmission of this Agreement containing Contractor’s facsimile or other electronically transmitted signature shall constitute the original agreement for all purposes.

Royal Truck & Trailer

Royalty Program

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