In consideration of the mutual covenants and promises contained herein, the parties agree as follows:
SCOPE OF THE AGREEMENT:
Subject to the terms and conditions specified herein, Company hereby shall sell, deliver and install, and Customer shall purchase, accept, and pay for the HVAC equipment (the “Equipment”) set forth in the attached Sales Order.
Payments shall be made with the following terms:
25% of the Purchase Price is due and payable as a “Deposit” on the Effective Date.
The Deposit shall serve as a confirmation to proceed with the purchase and set up the pre-inspection.
The payment will be processed upon execution of this Agreement from the credit card provided by Customer and the receipt will be emailed to Customer’s email address indicated in this Agreement.
The remaining 75% of the Price is due and payable upon delivery and installation of the Equipment.
The payment will be processed once a Certificate of Completion of Installation is dually executed and post installation pictures of the work performed are taken.
The amount will be processed from the same credit card used for Deposit or as otherwise specified by Customer.
Upon completion of work, Company will contact Customer on the same day to confirm from which card the payment shall be processed. If Customer cannot be reached the same day of installation, the payment shall be processed from the card used for Deposit.
If the payment is failed because of any reason, any amounts payable by Customer hereunder which remain unpaid after the due date shall be subject to a late charge equal to 3% per month from the due date until such amount is paid. In any action or proceedings arising out of this Agreement in which Company seeks collection of any portion of the Purchase Price not paid when due, Company shall be entitled to recovery of its reasonable attorneys’ fees and costs.
Company shall use its reasonable efforts to deliver the Equipment to Customer on the Delivery Date set forth in the attached Sales Order.
Cancellation can be made prior the Delivery Date of the Equipment. Upon cancellation, the Deposit will be returned to Customer less any expenses incurred by Company, including standard storage fee for purchased unit(s), rolling truck fee of technician(s), supplier charge, other incurred expenses.
If after the pre-inspection an additional work needs to be performed, such as an upgrade of electrical panel, pony panel, extra venting, piping and so forth, the new project specifications will be sent to Customer in a new invoice email outlining all the additional work details. All the additional amounts related to the performed works will be preliminary discussed with Customer.
OPERATION OF THE EQUIPMENT
Customer shall operate the Equipment in a reasonably competent manner and in compliance with the operations manual for the Equipment. Customer shall comply with all applicable rules, laws, and regulations in connection with operation of the Equipment. Customer shall not use the equipment in any manner that could threaten the life or safety of any person.
DISCLAIMERS AND WARRANTY
- The warranty is contingent upon operation and maintenance of the Equipment during the entire Warranty Period in accordance with Equipment ‘s operating procedures provided by the Company.
- Warranty claims must be made by Customer in writing within 30 days of the manifestation of a problem.
- Company’s obligation and Customer’s sole remedy under the foregoing warranty is, at Company’s option, to repair, replace or correct any such defect that was present at the time of delivery, or to remove the Equipment and to refund the Purchase Price to Customer.
- Any repairs under this warranty must be conducted by Company’s authorized representative.
The warranty of the installed units will be registered by Company and a whole package will be emailed following the confirmation call and full payment.
Warranty Exclusions: The following are not covered by the warranty:
- Damage caused by use of the Equipment for purposes other than those for which it is designed, and/or in violation of the Equipment’s operating procedures.
- Damage caused by disasters such as fire, flood, tornado, wind and lightning, etc.
- Damage or failure caused by improper maintenance, unauthorized attachments, modifications, misapplication,
- Any other abuse or misuse by Customer.
LIMITATION OF LIABILITY
In no event shall Company be liable for any indirect, incidental, special or consequential damage, including damages for loss of profit, savings, or other loss incurred by Customer. Company’s total liability to Customer for damages, for any cause whatsoever, arising out of or in connection with this Agreement shall in no event exceed the Purchase Price of the defective Equipment.
The parties acknowledge and agree that all the information received by either party during the performance of this Agreement shall be treated as confidential by both parties. The provisions of this section shall survive the termination of this Agreement.
Governing Law. This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of Ontario, Canada. Any and all disputes arising under this Agreement, whether as to interpretation, performance or otherwise, shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such province.
No action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action arose, or in the case of non-payment, more than two years from the date of last payment.
Severability and Waiver. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
Force Majeure. Neither party shall be responsible for any failure to perform due to causes beyond a party’s reasonable control, including but not limited to labor disputes, war, strikes, acts of God, fire, interruption or failure of electricity or communications systems, or governmental actions.
This Agreement may not be assigned to another party by either party, either in whole or in part, without the prior written consent of the other party, and such consent shall not be unreasonably withheld.
Entire Agreement. This Agreement and the Sales Order attached hereto constitute the entire agreement between the parties concerning the subject matter hereof. No alteration, amendment, change or addition to this Agreement shall be binding upon any party unless in writing and signed by both parties.