These Terms and Conditions are part of the contract documents or the estimates/quotes presented, for any transaction between Cooling Tower AC (“Company”) and any installation, service, or maintenance customer (“Customer”) with whom Company agrees to perform work. These Terms and Conditions are an addendum to the estimate / quote but supersedes any contracts or documents and where a conflict exists between these Terms and Conditions and any other contract document, these Terms and Conditions shall govern. This proposal may be withdrawn by Company at any time prior to receipt of notice of acceptance by Company’s Customer and/or if it is not approved by a properly appointed officer of Company. Company has the right to hire licensed subcontractors provided such subcontractor(s) meet the insurance requirements as provided in Article 5.0 of this Agreement.
1.0 Price and Payment
Prices quoted by Company are good for 30 days only before acceptance by Customer. Customer agrees to pay all invoices rendered by Company for work duly performed on behalf of Customer in compliance of the contract. For installation and repair contractor where materials must be purchased ahead of time: a payment of 50% as a deposit is required; a commencement payment of 30% is due upon the equipment arriving before installation or repair site visits are scheduled; a completion payment of 15% is required upon substantial completion of the project; and a 5% arrears payment will be required upon full completion of the project and accepting of the project by Customer. For diagnostic or maintenance agreements, payment must be received in full prior to a date being scheduled and, in the event, that additional services will be required, a quote will be send and approved with payment requirements for a repair or installation met as described before. Specific payment instructions may be stipulated on the agreement page or in a quote and can include payments for down-payments, commencement, completion, and other milestones. Unless otherwise stated, Company shall have the right to demand payment Cash On Delivery or payment for equipment upon receipt of equipment or fabrication of materials by Company for any project. Customer agrees to pay interest at a rate of 1% per month and a penalty of 1.5 % per month for any overdue payment and to pay Company’s reasonable attorneys’ fees for collection of unpaid balances. Furthermore, failure to pay in full for any work shall allow Company to cease work on this or any other work for Customer or Owner and to post notice at all work sites without liability. In the event of non-payment, Company may, without prior notice, remove all workmen and stored material from the project site. No credit or offset by customer shall be permitted when service or work is refused for non-payment. All work furnished, lost profit, and costs of handling shall be due immediately upon invoice by Company without liability to replace any equipment.
2.0 Personal liability and Indemnification
The individual executing this Agreement agrees to be personally responsible and liable for all monies due to Company despite the existence of any corporate entity or other potential limitation; and Customer agrees that any affiliate now or hereafter existing shall be liable jointly and severally with Customer for amounts due under this Agreement, including any interest, penalties, assessed or reasonable attorneys’ fees incurred for Customer’s non- payment. Customer indemnifies Company and all its Representatives, Affiliate Partners in all cases outside of the immediate control and general work provisions. Any cancellations made within the allowed 3 days for buyer’s remorse will incur restocking, merchant processing and administrative processing fees and Customer agrees to pay all such fees presented by Company. Fees will be paid immediately upon the cancellation as stated and can be deducted from the deposit received. If deposits are made by credit card all service fees and any and all penalty charges incurred by Company will also be paid by Customer.
3.0 Title to Equipment and Final Sale
Title to all equipment and materials provided by Company under this Agreement are conveyed upon delivery. There are no refunds or exchanges unless the equipment or material furnished by Company is defective or noncompliant with the contract. Customer agrees to fulfill final payment unconditionally once delivered for installation. Company shall reserve the right to deliver manufacture delayed products and equipment after the initial installation schedule where parts and equipment are not stocked locally. Customer acknowledges Company shall have a security interest applied for any bankruptcy. In the event of non-payment, Customer also grants Company an unhindered right of entry onto the premises at which the work is being performed to remove all materials or supplies placed by Company. Security: It is hereby agreed that a posted notice or other public filing may be made as evidence of a security interest in the equipment and/or retention of title to the equipment by Company until paid in full. By signing this Agreement, Customer consents to and acknowledges Company has a security interest in any equipment provided and/or installed by Company. Company shall obtain and provide any and all documents for the manufacturers’ warranties for any and all equipment and materials provided by Company to Customer at the time of delivery, and take needed action to assign such warranties to Customer, if applicable.
4.0 Tech Site Inspections, Scope, Changes, and Substitutions
Tech Site Inspections will be performed to verify the estimate/ quote presented by the Sales Consultant and all Tech Site Inspection forms shall be signed by Customer and Company Representative. All preferential notations shall be written on the site inspection form at the time of site inspection and validated as the agreed upon installation work other than the generally accepted provisions and guidelines for work. Company will perform the general scope of work attached. Customer acknowledges that he/she has made the choice as to equipment size and specification and/or to the type of maintenance or services requested. Customer assumes liability for recommendations made by Company that are not accepted. If Company has made the equipment size and specification determination, then the same is based upon the information provided by Customer to Company and is not an independent evaluation and remains to be the responsibility of the Customer. Unless otherwise set forth herein, Company reserves the right to make substitutions of equal equipment, supplies, or materials without prior approval of Customer. Any and all changes to the work, set-offs, deductions, or other changes to the work must be agreed to in writing by Company to become enforceable. Changes in the scope must at all times be paid in full upon receipt/terms specified.
5.0 Insurance
Company, and its retained subcontractor(s) working on this job, shall purchase and maintain general liability insurance to cover all personal injury or damage to tangible property in an amount of not less than $100,000. A certificate of liability insurance can be provided upon request.
6.0 Access to the Property
Customer grants to Company a right of unhindered entry into the property where the work is to be performed to deliver or collect materials, tools, or equipment and/or to perform its work including follow up work. This right shall not be terminated by a single use, but shall authorize multiple entries as when and where required, with no liability for damage.
7.0 Termination
Company shall have the right to terminate this Agreement for cause; cause shall include, but not be limited to, non-payment or any other breach of these Terms and Conditions. In the event of termination of the Agreement, Company shall be entitled to the value of all services dully provided or incurred under this agreement, including but not limited to design, installation, handling charges and administrative and collection costs and expenses. In the event that a breach is due to non-payment by purchaser or other cause not entirely caused by the acts or omissions by Company, Company shall also be entitled to its lost profit for the project.
8.0 Site Conditions
All bids and/or proposals presume the existence of suitable conditions for the placement of all equipment, goods, and work required to be installed by Company and the existence of conditions as per plans. It is also presumed that access shall be granted by Customer or property owner in a method suitable to allow unhindered access to the work area for delivery of all materials and work by all persons required to perform the work herein contemplated and to perform such work only on normal business days, during usual business hours, and within the usual scheduling of Company. Any variances in the conditions shall require additional payment to be made by the Customer as shall be determined by Company and agreed upon by Customer based upon the conditions encountered and actual and administrative costs incurred. This includes delays or changes in the scope of work caused by Customer, property owner, or other contractors working on site.
9.0 Permit and third-party entities
Department of Planning and Permitting may make demands beyond our control. Customers understand and indemnify the Company for all such relationships which are the sole responsibility of the Customer. Company can assist to complete a service which includes city and county and state regulatory requirements however Customer still maintains sole responsibility and indemnifies Company, its Sub-Contractors and all Representatives and Affiliate Partners in all such cases. Permit and HOA/AOAO applications are the sole responsibility of the Customer while Company may assist in the process of acquiring these. All Permit or HOA/AOAO incurred fees, drafting fees for plans, or additional professionally required Architectural or Engineer stamps for plans, if applicable, will be responsible by the Customer prior to commencing any project. If the Company provides such services without charge, any result of such services remain to be the sole responsibility of the Customer.
10.0 Warranties and Extended Service Agreement
ALL IMPLIED WARRANTIES ARE HEREBY DISCLAIMED AND WAIVED BY THE CUSTOMER. All materials, parts, and equipment are only warranted by the manufacturers or suppliers as provided for by manufacturers or suppliers in writing. Notwithstanding anything contained herein, Company warrants the labor and services performed by Company will be free from defects and conform to the industry standard and requirements of this contract for a period of no less than 1 year ; and Company warrants to Customer that the materials and equipment furnished under the contract will be new unless specified otherwise. Company makes no other warranties, express or implied, and its agents or technicians are not authorized to make any such warranties on behalf of Company. No warranty for equipment, materials, or labor, whether written, implied, or otherwise, shall apply until Company has been paid in full in accordance with the agreement. All warranty periods begin at the time of substantial completion of the installation. Extended Service Agreements are also available and Customer is fully aware that extended service agreements provide partial labor coverage and parts and materials. All labor, parts and materials services and work not covered by manufacturer’s warranties and the extended service agreement is charged to Customer if Customer requests for such additional labor, parts and materials services.
11.0 No Consequential Damages or Damages for Delays
In no event, shall Company be responsible for any damages related to delay, including but not limited to delay due to unavailability of materials or labor or for any circumstances beyond Company’s direct control. A manufacturer’s delay in stock, parts, and tech support availability and work stoppage is beyond Company’s control. Neither Party shall not be liable for any consequential damages or loss arising from this Agreement
12.0 Disclosure Of Lien Rights
13.0 Notice of Claim
§672E-3 Notice of claim of construction defect. (a) A claimant, no later than ninety days before filing an action against a contractor, shall serve the contractor with a written notice of claim. The notice of claim shall describe the claim in detail and include the results of any testing done. The notice of claim shall not constitute a claim under any applicable insurance policy and shall not give rise to a duty of any insurer to provide a defense under any applicable insurance policy unless and until the process set forth in section 672E-5 is completed. Nothing in this chapter shall in any way interfere with or alter the rights and obligations of the parties under any liability policy.
(b) A contractor served with a written notice of claim shall serve any other appropriate subcontractor with notice of the claim. The contractor's notice shall include the claimant's written notice of claim.