(Purchaser's Name) (Salesperson Name)
(Purchaser's Signature) (Approved By)
Date Date
Deal#: DE-123883
Opp#: 2026-168897
Date: 04/10/2026
Contact: Kurt Ranfranz - Mobile: 562-639-2355 - Email: [email protected] Bill To: 115180 Ship To:
NATIONAL AUTO FLEET GROUP City of Arcadia
490 Auto Center Dr 11800 Goldring Road
Watsonville CA 95076-3726 Arcadia CA 91066
Phone: (949) 702-0023
[email protected]
Kurt RanfranzNATIONAL AUTO FLEET GROUP
X
Apr 10 2026 1:12PM
Los Angeles Freightliner - Fontana
13800 Valley Blvd
Fontana, CA 92335
(909) 510-4000
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VVG New Truck Terms and Conditions, Page 1
VVG New Truck Sales
Terms and Conditions
These Terms and Conditions (“T&C”) are effective as of the date on the attached Order (“ Order”) between the dealer (“Dealer”) and customer (“Customer”) identified therein (together, the “Parties”).
1. ENTIRETY OF THE AGREEMENT . These T&C, the Order, and the documents referenced below, which are all incorporated by reference as if fully set forth herein, constitute the entire agreement (the “Agreement”) between Customer and Dealer with respect to Customer’s binding agreement to purchase the Product(s) and services described herein, subject to all terms and conditions contained herein. No understandings or obligations not expre ssly set forth in the Agreement are binding upon Customer or Dealer.
The Agreement is not an “Invoice” or “Bill of Sale”, either of which may be provided by Dealer to Customer to document the dollar amounts paid or to be paid for and the delivery of the Product(s) referenced herein. THIS AGREEMENT CANCELS AND SUPERSEDES ANY PRIOR AGREEMENTS BETWEEN CUSTOMER AND DEALER REGARDING THE PURCHASE AND SALE OF THE PRODUCT(S). IF ANY REPRESENTATIONS, SPECIFICA TIONS OR
OTHER AGREEMENTS ARE RELIED UPON BY CUSTOMER, THEY MUST BE IN WRITING AND SPECIFICALLY IDENTIFIED AND REFERENCED IN THIS AGREEMENT; OTHERWISE, THEY WILL NOT BE BINDING ON OR ENFORCEABLE AGAINST DEALER. THERE ARE NO UNWRITTEN, ORAL AGREEMENTS BETWEEN THE PARTIES. The terms of the following documents are hereby incorporated by reference into this Agreement as if fully set forth herein (except to the extent that the Parties agree otherwise): (i) Specification sheet(s) for Product(s); (ii) Delivery Receip t/Bill of Sale; (iii) Trade-in appraisal sheet(s) and/or lender payoff verification; (iv) Executed Service Contract(s); (v) Collision Mitigation System Vehicle Safety Options Acknowledgement; and with respect to Government / Commercial Bids Only, (vi) Request for Proposal and Notice(s) of Award(s). In the event that any provisions in such documents are contrary to those in these T&C, the provisions of these T&C shall govern and prevail unless expressly stated otherwise in the contrary d ocument and agreed upon by the Parties hereto.
2. DEFINITIONS . As used in this Agreement, the terms: (a) “ Manufacturer(s)” shall mean the entity or entities that manufactured the Product(s), it being acknowledged and agreed by Customer that Dealer is not the Manufacturer and is not an agent of Manufacturer(s) in any respect; and (b) “Product(s)” shall mean the new vehicle(s) or other components, accessories, services or products, which are being purchased by Customer, as set forth in the Agreement.
3. WARRANTY DISCLAIMERS AND LIMITATIONS
a. PRODUCTS – MANUFACTURER WARRANTIES ONLY . ALL PRODUCT WARRANTIES, IF ANY, BY A MANUFACTURER OR SUPPLIER OTHER THAN DEALER ARE THEIRS, NOT DEALER’S, AND ONLY SUCH MANUFACTURER OR OTHER SUPPLIER SHALL BE LIABLE FOR
PERFORMANCE UNDER SUCH WARRANTIES, WHICH SHALL BE LIMITED TO THE TERMS OF ANY SUCH PRINTED LIMITED WARRANTIES DELIVERED TO CUSTOMER WITH THE PRODUCT(S). DEALER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO
THE PRODUCT(S), EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. EXCEPT FOR ANY SUCH WARRANTIES MADE BY A MANUFACTURER OR SUPPLIER, THE PRODUCT(S) IS/ARE SOLD BY DEALER IN “AS IS” CONDITION, WITH ALL FAULTS. Dealer has not made any warranty or representation concerning the Product(s) not contained in this Agreement, including without limitation, which relate to their suitability for use in any location. Customer is solely responsible for ensuring that Customer may use the Product(s) in any such manner or at any such location as Customer intends on using the Product(s). b. LIMITED WARRANTY ON SERVICES. Dealer warrants that all services performed by Dealer for Customer in conjunction with the sale of the Product(s), including, if applicable, installation, upfitting and conversion services (“ Services”), will be performed in a good and workmanlike manner (“ Services Warranty”). The Services Warranty is valid for a period of ninety (90) days from the date the Product(s) is/are delivered to Customer. Cu stomer’s sole and exclusive remedy, and Dealer’s entire liability, under this limited Services Warranty is the repair of any nonconforming portion of the Services. DEALER PROVIDES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ITS SERVICES. The Services Warranty is strictly limited to Services performed by Dealer for Customer with respect to the Agreement. Dealer does not warrant and expressly disclaims all warranties with respect to any service provided by any third party, including but not limited to installation, modification, upfitting or conversion services, and Customer agrees to only pursue such third parties (and not Dealer) with respect to any warranties for such third party services.
DEALER PROVIDES NO OTHER WARRANTIES HEREUNDER, EXCEPT AS SET FORTH ABOVE. DEALER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
4. PAYMENT TERMS .
a. Customer agrees to pay Dealer the Deposit on the Product(s) (if any) on the date(s) set forth in Order, and to pay the balance am ount (if any) upon delivery or prior to taking delivery of the Product(s) as set forth in Order. b. ONLY THOSE PRODUCTS AND SERVICES SPECIFICALLY REFERENCED IN THIS AGREEMENT ARE INCLUDED IN THE STATED PRICES REFERENCED HEREIN.
c. Dealer may deliver the Product(s) to Customer prior to payment of the balance amount due to Dealer for the Product(s), in Dealer’ s sole discretion, provided that any payments of the balance amount by Customer after such delivery shall be deemed late payments. Late payments shall bear interest at the rate of 18% per annum, or the maximum permitted by law, whichever is less. Payments for all Product(s) that are based on the timing of delivery, shall be due on the later to occur of the following: (i) the delivery date for any Product(s) specified in Order, or (ii) the date on which Dealer is prepa red to deliver the Product(s) to Customer.
d. I f the financial condition of Customer at any time does not, in the judgment of Dealer in its sole discretion, justify continuance of the Services work to be performed by Dealer or acquisition of the Product(s) pursuant to the terms of this Agreement, Dealer may (i) postpone delivery of the Product(s) and require Customer’s assurances of performance as Dealer deems adequate in its sole discretion, including payment in advance, or (ii) terminat et h i s A g r e e m e n t , whereupon Customer shall receive a refund of any Deposit subject to Section 11, below.
5. DEPOSIT. Dealer shall determine which of the following shall apply:
a. The Order does not require Customer to tender any deposit on the Product(s) prior to delivery (a “ Deposit”); or b. In consideration of Dealer’s ordering and procurement of the Product(s), Customer has paid a deposit of cash and/or Trade-Ins (collectively the “Deposit”) in the amount set forth in the Order. The Deposit will be applied to Customer’s purchase of the Product(s). The Deposit is not refundable to Customer, except as otherwise provided in Section 11, below.
6. TRADE-IN(S).
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a. Delivery and Appraisal. If Customer trades in one or more vehicles at the time this Agreement is executed, the agreed value of such trade-in vehicle(s) (collectively, the “Trade-Ins”) may be applied toward the Deposit (if any). At or prior to Dealer’s delivery of the Product(s) to Customer, Customer shall deliver to Dealer any Trade-Ins in the same condition as at the time of inspection and appraisal by Dealer, reasonable wear and tear excepted, except as disclosed in this Agreement. Dealer shall be permitted to re-appraise any Trade-Ins at time Dealer receives such Trade-Ins, in its sole discretion and if any reappraised value is lower than the original allowance specified in this Agreement (if any), and Customer is reasonably dissatisfied with the lower reappraised value, then the Parties will work together in good faith to agree on a reappraisal value for the Trade-Ins. If such an agreemen t cannot be reached despite the Parties’ good faith efforts, then Customer may terminate this Agreement, whereupon Customer shall receive a refund of any Depos it subject to Section 11, below
b. Customer Representations. Customer represents and warrants to Dealer, that: (a) Customer is the lawful owner of each and every Trade-In; (b) there is no lien, unpaid balance, security interest, or other encumbrance of any kind upon or against such Trade-Ins except as was disclosed in writing by Customer in this Agreement; (c) all Trade-Ins shall be free and clear of all liens and encumbrances at time of their delivery to Dealer and Custo mer shall transfer the title to each Trade-In free and clear of any such items at such time; (d) all Trade-Ins are of the type and condition described in this Agreement and are in good operating condition with no defective parts, components or systems, except to the extent as such defects were expressly disclosed in writ ing by Customer in this Agreement; (e) Customer has given a true and accurate payoff amount with respect to any Trade-Ins having an unpaid balance. c. Payoff Deficit or Surplus. Dealer has relied upon the truth and accuracy of the information and representations provided by Customer in connection with any Trade-Ins. If the payoff amount for any Trade-In exceeds the payoff amount specified in writing by Customer, Customer must pay Dealer the excess, immediately following Dealer’s demand therefor. If the payoff amount for any Trade-In is less than the payoff amount specified in writing by Customer, Dealer may apply the surplus net trade-in value to any amounts owed by Customer to Dealer (including to the total amount due for the Products) or if all such amounts have been paid in full, Dealer will refund any remaining surplus net trade-in value to Customer.
7. TAXES . Unless otherwise specified herein, prices set forth in this Agreement do not include federal excise, sales, use or other taxes related to sale and transfer of the Product(s) and Services hereunder. Customer shall be responsible for paying all excise, sales, use or other taxes applicable to the sale, transfer or use of the Product(s) or Services sold hereunder, in addition to all prices specified herein. To the extent permitted under applicable law, Customer may provide Dealer with a tax exemption certificate acceptable to all applicable taxing authorities in lieu of paying such taxes under this Agreement. Customer agrees that all taxes related to the transactions described in this Agreement, whether arising at the time of such transactions or in the future, are Customer’s s ole responsibility, and Customer further agrees to promptly pay any such taxes when and as due.
8. MANUFACTURER TECHNICAL CHANGES . Customer acknowledges that the Manufacturer(s) and Dealer reserve the right to change the specifications of the Product(s) at any time without obligation to make such changes in other Product(s) previously delivered to Customer. In addition , Manufacturer(s) and Dealer reserve the right to make design changes and substitution of materials subsequent to the Customer’s receipt of the Product(s) which, in Manufacturers’ or Dealer’s opinion are necessary to improve the Product(s). Customer agrees to accept any such changes as fulfillment of Dealer’s obligations under this Agreement.
9. REQUIRED EQUIPMENT . This Agreement shall be deemed to include, whether or not specified herein, all equipment or accessories for Product(s) that a re required by the National Highway Traffic Safety Act (the “ Act”) or other laws or regulations in effect at the time of Dealer’s order of such Product(s) with the Manufacturer(s). It is agreed that any additional or different equipment not specified hereunder that is required by the Act or other laws or regulations at the time of delivery will be added and the costs shall be paid by Customer. Customer understands that certain safety equipment is available t hat is not legally required and is available at Customer’s request for an additional fee.
10. IMPORT TARIFFS : Customer acknowledges that any import tariffs imposed by the Federal government with respect to any Product(s) or Services are the sole responsibility of the Customer and will result in increase(s) in the price(s) paid by the Customer to Dealer hereunder, equal to the amount of each obligatory tariff.
11. CUSTOMER CANCELLATION . CUSTOMER MAY NOT CANCEL THE ORDER OF PRODUCT(S) AND/OR SERVICES HEREUNDER, UNLESS AND UNTIL CUSTOMER HAS RECEIVED DEALER’S WRITTEN CONFIRMATION THA T DEALER IS ABLE TO CANCEL, WITHOUT PENALTY OR
EXPENSE, SAID ORDER OF PRODUCT(S) AND/OR SERVICES WITH THE MANUFACTURER(S), THE DEALER SERVICE TEAM AND/OR THIRD-
PARTY UPFITTERS/VENDORS ENGAGED IN PREPARING, UPFITTING AND MODIFYING THE PRODUCT(S) OR PROVIDING THE SERVICES, WHICH CONFIRMATION DEALER MAY WITHOLD IN DEALER’S SOLE AND ABSOLUTE DISCRETION. UPON ANY CANCELLATION OF ANY OR ALL PRODUCT(S) HEREUNDER IN DEALER’S SOLE DISCRETION, DEALER SHALL RETURN ANY DEPOSIT ACTUALLY PAID TO DEALER BACK TO CUSTOMER, NET OF DEALER’S REASONABLE CANCELLATION CHARGES AND EXPENSES, (INCLUDING WITHOUT LIMITA TION, DEALER’S OUT-OF-POCKET EXPENSES). CUSTOMER SHALL BE LIABLE FOR ANY SUCH CANCELLATION CHARGES AND EXPENSES (INCLUDING IN EXCESS OF ANY DEPOSIT, IF A DEPOSIT WAS MADE), AND SHALL PAY SUCH AMOUNTS IMMEDIATELY UPON DEALER’S DEMAND..
12. DELIVERY .
a. Delivery Dates. All Product(s) furnished hereunder shall be delivered to Customer at the Dealer’s designated location or another location as designated in this Agreement. Delivery dates specified in this Agreement are approximate and are based upon receipt of all necessary information, Trade-Ins and payments from Customer. Dealer shall not be liable for failure to deliver or delay in delivering any Product(s) covered by this Agreement where such failure or delay is due, in whole or in part, to any cause beyond the reasonable control, or occurs without the gross negligence or intentional misconduct, of Dealer, including without limitation, failures or delays caused by any Manufacturer delay or delivery failure, earthquake, hurricane or other natural disaster, fire, war, terrorist act, labor dispute, strike, tariff, pandemic, etc. and any third-party vendor’s acts or omissions that relate to any Product(s) and/or their modification. b. Failure to Take Delivery. If Customer refuses or otherwise fails to take delivery of any Product(s) within Fifteen (15) days after Dealer notifies Custom er that any Product(s) are ready for delivery, or otherwise defaults under this Agreement with respect to taking delivery of any Product(s) (the date of such default, in either instance, the “Delivery Default Date”), to the extent permitted by applicable law, Dealer may demand, and Customer shall pay immediately upon receipt of any such demand, all of Dealer’s reasonable costs of storing, securing, maintaining, paying inventory floorplan financing on, and otherwise retaining possession of any Product(s), including without limitation with respect to any vehicles included within the undelivered Product(s), a storage fee of Fifty Dollars ($50.00) per day, per vehicle and a floored inventory fee equal to the greater of: (i) a rate of 9% per annum, or (ii) the rate a ctually charged by Dealer’s inventory floorplan financing lender(s) with respect to any such undelivered vehicle(s), but in either case, no more than the ma ximum rate permitted by law, on the sale price of each vehicle, calculated in the same manner as Dealer’s inventory floorplan financing agreements calculate interest with respect to any such vehicles, and beginning on the Delivery Default Date. Dealer may make such demands at any time following the Delivery Defa ult Date and may make further demands on any unpaid amounts related to such vehicles, unless and until all such Dealer costs and amounts due with res pect to such vehicles have been paid and Customer has taken delivery of all such vehicles. All costs and fees for which Customer is responsible under this Section 12(b) are separate, distinct and not exclusive from any other costs, fees or penalties that Customer may be responsible for under any other Section of these T&C (including without limitation, late payment interest pursuant to Section 4(c)).
13. INSPECTION . By signing this Agreement, Customer agrees to inspect the Product(s) and all related components upon delivery, and to accept suc h Product(s) thereafter or reject delivery of the Product(s) if reasonably believed to be defective. Customer agrees to immediately notify Dealer with a clear written description of any alleged defects immediately after Customer discovery any such alleged defects. Customer’s acceptance of delivery of the Pro duct(s) shall constitute
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Customer’s acceptance of the Product(s) and all aspects of their condition, including physical condition, VIN and mileage, as ap propriate, at the time of delivery, subject to applicable laws.
14. TITLE AND REGISTRATION . Except as otherwise agreed upon between the Parties in writing, Dealer shall procure title and registration(s) from the governing state for all vehicles that constitute Product(s) and shall charge Customer any Document Processing Charge, Electronic Vehicle Registration or Transfer Charge, and other related fees and charges, all as indicated in the Order. Customer has provided, or will provide, Dealer with all information, fees and authorizations requested by the Dealer to timely apply for such title and registration(s). Customer shall indemnify Dealer and hold it harmless against any legal claims arising from Dealer acts and/or omissions when performing the title or registration work hereunder, except to the extent caused by Dealer’s gross negligence or willful misconduct.
15. INSURANCE . Customer agrees that it is obligated by applicable laws to obtain and maintain insurance on the Product(s), with such coverage, policy limits and other qualities as are required by applicable laws. Dealer has no obligation to insure the Product(s) and will not provide any insurance coverage, except as expressly provided otherwise in this Agreement, if applicable.
16. CALIFORNIA AIR RESOURCES BOARD DISCLOSURE . An on-road heavy-duty diesel or alternative-diesel vehicle sold hereunder and operated in California may be subject to the California Air Resources Board (CARB) regulations to reduce particulate matter and criteria pollutant emissions. Such vehicle therefore could be subject to exhaust retrofit or accelerated turn-over requirements to reduce emissions of air pollutants. Customer agrees to h old Dealer and any of its affiliates harmless for any repairs and/or modifications which may have to be made to this vehicle to bring it into compliance with pending CARB or other governmental regulations which are enacted after the date of this Agreement. Customer also agrees to hold Dealer and any of its affiliates harm less for losses or damages which Customer or its agents, employees, subsidiaries, entities, heirs, and assigns may incur or suffer as the result of any pending CARB regulations or similar regulations which may be pending or enacted by other states or the federal government.
17. TITLE AND CUSTOMER DEFAULT REMEDIES . THIS AGREEMENT IS NOT A BILL OF SALE. Prior to or at the time of delivery of the Product(s), Customer agrees to sign any necessary or desirable document, in Dealer’s sole discretion, to effectuate the sale and transfer of the Product(s) from Dealer to Customer, and for any Trade-Ins, from Customer to Dealer. Until full payment by Customer of all amounts due hereunder, and until all docum ents required to transfer the Product(s) and all Trade-Ins have been executed by Customer, Dealer shall retain title to and ownership of all Product(s) furnishe d hereunder. If Customer is in possession of the Product(s) and defaults in payment or performance hereunder or becomes subject to insolvency, receivership, or bankruptcy proceedings, or makes an assignment for the benefit of creditors, or without the consent of Dealer voluntarily or involuntarily sells, transfers, leases, or permits any lien or attachment on the Product(s) delivered hereunder, Dealer may treat all amounts then or thereafter owing hereunder by Customer as immediately due and payable and Dealer may repossess said Product(s) by any means available by law and shall enjoy any and all other remedies of a secured creditor under the Uniform Commercial Code.
Customer shall execute and deliver to Dealer such financing statements and other documents, as Dealer may demand in its sole discretion to evidence, perfect and protect the priority of its security interest in the Product(s) subject to this Agreement.
18. DAMAGES; ACTIONS . Dealer expressly reserves all rights and remedies available at law or in equity, including but not limited to pursuing an Act ion (defined herein) for damages for breach of this Agreement for losses, which may include flooring costs and other economic damages; and nothing herein shall be construed as a waiver of any rights or remedies available to Dealer. Customer agrees that in the event of any Action brought by Customer against Dealer, Customer shall not be entitled to recover any incidental or consequential damages as defined in the Uniform Commercial Code, including but not limited to indirect or special damages, loss of income or anticipated profits, down-time or any punitive damages.
19. MISCELLANEOUS .
a. ATTORNEY’S FEES. In any Action between the parties hereto, whether initiated by Dealer or Customer, the party that prevails in such Action shal l be entitled to recover its reasonable attorneys’ fees and costs in the Action against the other party. b. RISK OF LOSS. Customer shall assume all risk of loss relating to the Product(s) at the earlier of the following: (i) the time Customer receives possession of the Product(s), or (ii) the time Customer receives title to the Product(s) if such title is conveyed before the Customer receives possession; and Dealer shall have no responsibility or liability related to the Product(s) after such time. c. ASSIGNMENT. Any assignment by Customer of this Agreement or any rights hereunder, without written consent of Dealer, shall be void. Dealer may assign this Agreement to any affiliate of Dealer at any time by giving written notice of such assignment to Customer. d. AMENDMENT. Amendments must be in writing and signed by both parties. Oral modifications are not enforceable. e. MODIFICATION; WAIVERS. Clerical errors may be corrected by Dealer’s written notice to Customer. Waivers must be in writing and signed by an authorized Dealer representative of Dealer.
f. NO RE-SALE; MANUFACTURER INCENTIVES. If at any time Dealer determines that the Customer intends to engage in the resale of the vehicles for profit, where such resale is not in conjunction with further manufacturing, Dealer reserves the right to cancel this Agreement at any time. Certain Manufacturer incentives are intended to be used for retail Customers at the location as identified by the Customer in this Agreement. Custome r represents that they will register any vehicle purchased hereunder with their state motor vehicle department and are not purchasing such vehicle(s) for resale or export. If at any time Dealer determines that the foregoing representations are not true, Dealer has the right to seek repayment of any Manufacturer incentives applied to Customer’s payments hereunder.
g. PRIV ACY POLICY. Customer has received, reviewed, and accepts Dealer’s Privacy Policy, as may be amended from time to time, which is located at https://www.velocityvehiclegroup.com/privacy.
h. LEGAL CAPACITY. Customer’s signatory certifies that they are of legal age, have capacity and have authority to execute this Agreement on behalf of Customer, and acknowledges receipt and understanding of its terms. i. COUNSEL. The Customer acknowledges that it has had full and fair opportunity to consult independent counsel about the effects and conseq uences of the terms of this Agreement.
j. GOVERNING LAW. This Agreement is governed by the laws of the State of California. All legal proceedings (each a “ Action”) must be filed in in the federal and states courts in Los Angeles County, California, within one year of a claim’s accrual arising from the purchase of the Product(s). k. ELECTRONIC SIGNATURES. Electronic signatures and delivery, including by DocuSign, email, or similar electronic transmission, are valid, binding and effective for all purposes as an original document.
l. WAIVER; SEVERABILITY. If any provision or part of any provision of this Agreement shall be deemed to violate any applicable law or regulation, such invalid provision or part of a provision shall be inapplicable. However, the remaining part of that provision and the remainder of the Agreement shall continue to be binding and enforceable on the parties hereto.
Customer’s Initials:_________