GENERAL TERMS AND CONDITIONS
1. Scope of Terms and Conditions
The Terms and Conditions of product sales and service projects are limited to those contained herein. Any additional or different terms or conditions in any form delivered by you (“Customer”) are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. By accepting delivery of the products or by engaging Carpenter Heating & Air, Inc (“Seller”) to provide product(s) or perform or produce any services, Customer agrees to be bound by and accepts these Terms and Conditions unless Customer and Seller have signed a separate agreement, in which case the separate agreement will govern. These Terms and Conditions constitute a binding contract between Customer and Seller and are referred to herein as either “Terms and Conditions” or this “Agreement.” Customer accepts these Terms and Conditions by making a purchase from or placing an order with Seller or engaging Seller to perform or procure any services. These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on Seller’s Site at the time Customer signs the Installation Proposal will govern, unless otherwise agreed in writing by Seller and Customer.
2. Payment Terms
Customer shall pay Seller according to the terms contained in the Installation Proposal. Final payment shall be due after the work described in the Installation Proposal is substantially completed. All retail service work or equipment replacement / duct-work replacements shall be paid on the day of completion. All new construction project payments shall be paid within 10 days of an inspection by the governing body of that municipality or engineering firm. Seller has the right in all cases to file a legal Notice to Owner for any lien rights to the Customers property if payment is not made within the allotted time.
3.a. Zoning and permits
Customer agrees to timely furnish all information necessary to secure plans and permits for the work called for under this Agreement, and Customer warrants the work contracted for to be in compliance with applicable zoning, classification and building codes. Any costs for work not in the Estimate but required by lawful authorities to bring the work into compliance with applicable code shall be the responsibility of the Customer. Seller assumes no responsibility for violation of zoning rules/laws.
3.b. Customer Responsibility
Customer is responsible for Homeowner Association, Condo Association, Property Owner Association, Historical Society approval or other similar approvals. All Approvals must be received, and a written copy of such shall be given by Customer to Sunset Air prior to material being ordered. Customer is responsible for Homeowner Association security deposit or bond if one is required.
4. Change Orders
During the progress of the work under this Agreement, if Customer should order extra work not specified in the Agreement, Seller may require such extra work to be considered an agreement separate and aside from this Agreement and may require payment for said extra work in advance.
5. Work Schedule
Work shall be completed within a reasonable time. Performance of this Agreement is subject to labor strikes, fires, acts of war or terrorism, acts of God, adverse weather conditions not reasonably anticipated, unusual delays in transportation, Seller’s ability to obtain materials, and/or any cause beyond Seller’s control.
6. Substitutions
Should Seller be unable to obtain any material(s) specified in the Agreement or any Change Order, Seller shall have the right at its sole discretion to substitute comparable materials and such substitution shall not affect the Contract Price.
7. Excess Materials
Extra materials left over upon completion shall be deemed Seller’s property, and Seller may enter upon the Property’s premises to remove excess material(s) at all reasonable hours.
8. Supervision Responsibility
Seller shall supervise and direct the work at Customer’s Property, using reasonable skill and attention. Seller shall be solely responsible for the construction means, methods, technique, sequences, and procedures for all work performed at Customer’s Property pursuant to this Agreement. Customer shall not interfere with Seller’s work forces or Seller’s subcontractors.
9. Limited Warranty
Seller shall provide Customer with a limited warranty on service and labor for the duration set forth in the Installation Agreement, beginning on the date of completion of services
against defects in the quality of workmanship and/or materials (“Warranty Period”). Seller shall not be liable during or following the Warranty Period for any: (a) damage due to ordinary wear and tear or abusive use; (b) damage due to use of the equipment beyond the design temperatures; (c) defects that are the result of characteristics common to the materials used; (d) loss, injury or damages caused in any way by the weather elements; (e) conditions resulting from condensation on, or expansion or contraction or, any materials; (f) any water leak, blockage, freezing, or other malfunction of condensate or drain lines; and/or (g) air leaks arising from structural deficiencies within existing supply/return ducts or transitions. If Customer opts for an extended Labor Warranty, Customer agrees to maintain a yearly service agreement for the entire duration of the Warranty Period; All extended warranties will have a deductible required per occurrence; Seller shall not be liable for warranty repairs during the Warranty Period in the absence of such yearly service agreement(s). If property ownership transitions, the Customer is responsible for the transfer of any existing warranty to new customers within 90 days of closing. Customer is responsible for paying equipment manufacture or third-party warranty company for any transfer of equipment warranty. Seller is not responsible for any warranties provided by the manufacturer. Seller hereby assigns to Buyer, without recourse, any applicable warranties extended to Seller. Such assignment shall constitute Seller’s sole obligation and Buyer’s sole exclusive remedy from Seller with regards to defective materials and/or equipment installed. This limited warranty is in lieu of all other warranties, statutory or otherwise, express, or implied, all representations made by Seller, and all other obligations or liabilities respective of the Services provided at the Property. Seller disclaims all other warranties, express or implied, including without limitation any implied warranty of workmanlike construction, implied warranty of habitability, implied warranty of fitness for a particular purpose or use, and/or implied warranty of merchantability. Under no circumstances shall Seller be liable to Customer for loss of time, loss of use, inconvenience, or any other incidental or consequential damages that may arise from this Agreement. Unauthorized repairs or attempted repairs shall void this warranty entirely.
10. Design Conditions
All equipment is designed according to the Manual J. standard design temperatures for Arkan (Cooling: 75°F indoor dry bulb temperature w/ 50% indoor relative humidity at 93°F outdoor dry bulb temperature. Heating: 70°F indoor dry bulb temperature w/ 50% indoor relative humidity at 47°F outdoor dry bulb temperature). Seller is not responsible for cooling/heating beyond the Manual J. standard design temperatures, high humidity levels, system reaching dew point, ductwork sweating/producing condensate due to home infiltration rates or any other reason. R-values, structural tightness, ductwork conditions, home infiltration, leakage of duct-work, building materials and any other factor in the load
calculation will be determined by the information the Customer provides to Seller upon initial consultation, Seller is not responsible for any problems incurred due to incorrect information provided by Customer at the time of consultation or while determining load calculation are being performed. In the case of an equipment replacement on an existing residential or commercial project, If Customer does not provide load calculations or authorize Seller to conduct its own testing to determine load calculations, Seller shall size the new HVAC system based on the size of the existing HVAC system. In such case, Seller shall not be responsible for problems caused by over sizing (including without limitation short cycling, humidity control, and mold growth) or under sizing (including without limitation inability to heat or cool within the Manual J. standard design temperatures). The HVAC design must meet the Arkansas Building Code requirements. Therefore, any specifications must be provided to the Seller, by the Customer or a party associated with the Customer. When designing a structure such as but not limited to, a residential home with any type of foam insulation or a completely sealed structure, Carpenter Heating & Air Services recommends the Customer have an engineer or building expert review the plans for how to control the humidity levels in the sealed attic space. Dehumidifiers, in most cases, are recommended but should be verified.
11. Performance or Condition of Existing Equipment
Seller is not responsible for the performance, functionality, or compatibility of existing equipment, duct-work, duct board, controls, or other equipment/materials that is not replaced during a job installation and that Customer agrees to keep in place. In the event that the system fails to operate properly, the Warranty service will only cover the newly installed equipment, controls, or materials, as well as our workmanship. In the event that an existing piece of equipment prevents the proper start up or operation of the new equipment or system, Customer assumes all responsibility for any additional service charges that may be incurred.
12. Existing Line Set
Seller is not responsible for any problems with heating or cooling due to the existing line set, which may require repair and replacement for an additional cost to the Customer in the event Seller is unable to pull a 500-micron vacuum on an existing line set. Should Customer reject Seller’s recommendation to replace an existing line set, Seller’s limited warranty is voided.
13. Existing Pipping
Seller is not responsible for the condition of any existing condensate or copper pipping that is not readily accessible. Customer is responsible for any additional costs incurred if pressure testing is required to identify leaks and necessary repairs.
14. Paint, Patchwork, and Repairs
Seller is not responsible for any painting, patchwork, or repair work that may be required following modification/installation work unless previously agreed upon in the signed proposal.
15. Personal Property
Seller is not responsible for damage to Customer’s personal property left in or near the project area.
16. Existing Attic Access Stairs
In the event Customer’s existing stairs cannot be safely utilized for the removal and installation of equipment, an alternate method or access may be required. Seller is not responsible for (a) the replacement or repair of attic steps or stairs that must be removed to complete removal or installation work; and/or (b) any property damage resulting from the removal of the attic steps or stairs.
17. Mold & Bacterial Growth
Seller shall not be responsible for any claims, damages, actions, costs, or other liabilities, whether direct or indirect, that may be caused by, resulting from, or relating to, mold. The discovery and/or removal of any mold or any hazardous materials is excluded from the scope of Seller’s work, and Seller reserves the right to stop work until such mold or hazardous materials are removed.
18. Insurance and Waiver of Subrogation
Customer shall maintain property insurance upon the entire structure including all work to be performed pursuant to this Agreement to the full insurable value thereof. This insurance shall inure against the perils of fire, theft, extended coverage, vandalism, and malicious mischief. Customer and Seller waive all rights against each other for damages caused by insured perils whether or not such damage is caused by the fault or negligence of any party hereto.
19. Indemnification
Customer shall indemnify, defend, and hold harmless Seller and its respective directors, officers, employees, agents, sureties, subcontractors, and suppliers from and against any
and all losses, costs, expenses, damages, injuries, claims, demands, obligations, liabilities, judgments, fines, penalties, interest and causes of action, including without limitation administrative and legal costs and reasonable attorney’s fees, involving the following: (a) injury or death to any person, or damage to or destruction of any property (including loss of use thereof), except to the extent caused by the sole negligence or intentional misconduct of Seller; and (b) any failure of the Customer to comply with the requirements of the Agreement.
20. Risk of Loss
Risk of loss shall pass to the Customer upon delivery of materials and equipment to Customer’s Property. Seller shall not be responsible for any loss due to fire, theft, vandalism, and/or malicious mischief once delivered to Customer’s Property. Customer shall assume all responsibility for any such loss and Customer shall maintain insurance coverage to protect against such loss.
21. Severability
Should any part of this Agreement be adjudged to be void, unenforceable, or contrary to public policy, only such void or unenforceable portion shall be stricken and eliminated hereof while the other portions remain valid and enforceable.
22. Performance
If Customer fails to perform any of Customer’s obligations herein or if Seller, in good faith, believes that the prospect of payment or performance to be impaired, Seller may upon seven (7) days written notice to Customer terminate this Agreement while retaining all mechanic’s lien rights as well as right to payment for the full amount of work performed plus reasonable overhead and profit, interest, attorneys’ fees, and other charges due and unpaid.
23. Collections
All invoices are due within 15 days of completion of work. If amounts owing under this Agreement are not paid within thirty (30) days, Customer agrees to pay a late charge on any outstanding balance up to ten percent (10%) per month on the unpaid amount calculated from the date payment was due. Customer will be deemed to have accepted Seller’s performance as complete under this Agreement unless Customer notified Seller in writing otherwise within thirty (30) days of substantial completion. Should Seller retain the assistance of a third party, including without limitation an attorney, to assist with collection of unpaid amounts due and owing, Customer agrees to pay Seller’s costs associated
therewith including without limitation reasonable attorneys’ fees, court costs, and interest at the maximum legal rate.
24. Entire Agreement
This Agreement constitutes the entire agreement between Customer and Seller. No agreements, representations, or warranties other than those specifically set forth herein shall be binding on any of the parties unless set forth in writing and signed by both parties.
25. Security Agreement
This Contract constitutes a Security Agreement under UCC, and as security for the unpaid portion of the Contract purchase price and all costs and charges hereunder, Customer grants to Carpenter Heating & Air, a security interest in all equipment, parts and accessories sold hereunder. To perfect continue or assign said interest, Customer agrees to execute and deliver to Carpenter Heating & Air, financing statements and other documents requested by Carpenter Heating & Air. Customer also authorizes Carpenter Heating & Air to execute and sign Customer’s name in such financing statements and other documents and to file them to carry out the intent and purpose of this provision.
27. CONSTRUCTION LIEN LAW
ACCORDING TO ARKANSAS’S CONSTRUCTION LIEN LAW, THOSE WHO WORK ON YOUR PROPERTY OR PROVIDE MATERIALS AND SERVICES AND ARE NOT PAID IN FULL HAVE A RIGHT TO ENFORCE THEIR CLAIM FOR PAYMENT AGAINST YOUR PROPERTY. THIS CLAIM IS KNOWN AS A CONSTRUCTION LIEN. IF YOUR CONTRACTOR OR A SUBCONTRACTOR FAILS TO PAY SUBCONTRACTORS, SUB-SUBCONTRACTORS, OR MATERIAL SUPPLIERS, THOSE PEOPLE WHO ARE OWED MONEY MAY LOOK TO YOUR PROPERTY FOR PAYMENT, EVEN IF YOU HAVE ALREADY PAID YOUR CONTRACTOR IN FULL. IF YOU FAIL TO PAY YOUR CONTRACTOR, YOUR CONTRACTOR MAY ALSO HAVE A LIEN ON YOUR PROPERTY. THIS MEANS IF A LIEN IS FILED YOUR PROPERTY COULD BE SOLD AGAINST YOUR WILL TO PAY FOR LABOR, MATERIALS, OR OTHER SERVICES THAT YOUR CONTRACTOR OR A SUBCONTRACTOR MAY HAVE FAILED TO PAY. TO PROTECT YOURSELF, YOU SHOULD STIPULATE IN THIS CONTRACT THAT BEFORE ANY PAYMENT IS MADE, YOUR CONTRACTOR IS REQUIRED TO PROVIDE YOU WITH A WRITTEN RELEASE OF LIEN FROM ANY PERSON OR COMPANY THAT HAS PROVIDED TO YOU A “NOTICE TO OWNER.” FLORIDA’S CONSTRUCTION LIEN LAW IS COMPLEX, AND IT IS RECOMMENDED THAT YOU CONSULT AN ATTORNEY.
