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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 a notice of objection to them and rejection of them is hereby given. By accepting delivery of the products or by engaging WORLD AIR HVAC, INC. (“Company”) to provide the product(s) or perform or produce any services, Customer agrees to be bound by and accepts these Terms and Conditions unless Customer and Company have signed a separate agreement, in which case the separate agreement will govern. All terms contained in this Services Proposal / Agreement, including these Terms & Conditions, constitute a binding contract between Customer and Company and are referred to herein interchangeably as “Services Proposal / Agreement”, “Terms and Conditions” or this “Agreement” (whether capitalized terms or otherwise). These Terms and Conditions are subject to change without prior notice, however the Terms and Conditions included at the time Customer signs the Installation Proposal will govern unless otherwise agreed in writing by Company and Customer.

2. Deposit and Payment Terms

Customer shall place a deposit upon execution as indicated by Company herein. All deposits paid by Customer to Company shall become non-refundable immediately upon payment unless Company chooses to issue a refund of Customer’s deposit, which shall be determined in Company’s sole discretion. If any equipment, materials or labor is purchased or expended by Company pursuant to Customer’s execution of this Agreement, then Customer agrees that Customer shall be 100% financially responsible to the Company for reimbursement of the same, and shall pay for all such equipment, materials or labor no later than 30 days after request for payment is made by Company. Under no circumstances shall Customer be entitled to a refund of Customer’s deposit or any other amounts paid to Company without Company’s express written consent. Customer shall pay in full Company according to the terms contained in this Services Proposal / Agreement and the Terms & Conditions enumerated therein. Customer’s execution of this Agreement shall constitute acceptance of all of its terms. Company retains a lien on all personal property installed until Customer has paid in full.

3. Zoning and Permits

The customer agrees to timely furnish all information necessary to secure plans and permits for the work called for under this Agreement, and the Customer warrants the work contracted 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. Company assumes no responsibility for violation of zoning rules/laws.

4. Change Orders

During the progress of the work under this Agreement, if the Customer should order extra work not specified in the Agreement, Company 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, Company’s ability to obtain materials, and/or any cause beyond Company’s control.

6. Substitutions

Should Company be unable to obtain any material(s) specified in the Agreement or any Change Order, Company 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 Company’s property, and Company may enter upon the Property’s premises to remove excess material(s) at all reasonable hours.

8. Responsibility of Parties

Company shall supervise and direct the work at Customer’s Property, using reasonable skill and attention. Company 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. Company agrees to use tarp and/or plastic to cover Customer’s surrounding area and property to the extent the utilization of same is reasonable and possible, but makes no guarantees regarding protection. Company is not responsible for damage or staining to furniture, walls, paint, flooring, cabinets, ceilings, oil leaks, driveways, doorways, doors, carpets, drywall, countertops, valves, wood, or any damage caused by faulty valves or water flooding or leakage. The customer shall not interfere with Company’s workforces or Company’s subcontractors. The Customer shall ensure that the Company has direct access to work area and that all obstructions are removed by Customer prior to commencement of performance of services or installation.

9. Limited Warranty

Company 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”). Company 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 a Warranty Period exceeding two (2) years, Customer agrees to maintain yearly service agreements with Company for the entire duration of the Warranty Period; Company shall not be liable for warranty repairs during the Warranty Period in the absence of such yearly service agreement(s).

10. Design Conditions

All equipment is designed according to the Manual. Company is not responsible for cooling/heating beyond the Manual standard design temperatures, high humidity levels, system reaching dew point, ductwork sweating/producing condensate due to home infiltration rates, or any other reason. Company is not responsible for any problems incurred due to incorrect information provided by the Customer at the time of consultation and load calculation. If the Customer does not authorize Company to conduct its own testing to determine load calculations, all insulation values, Company shall size the new HVAC system based on the size of the existing HVAC system. In such a case, Company shall not be responsible for problems caused by oversizing (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).

11. Performance or Condition of Existing Equipment

Company is not responsible for the performance, functionality, or compatibility of existing equipment, ductwork, duct board, controls, or other equipment/materials that are not replaced during a job installation and that the 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, the Customer assumes all responsibility for any additional service charges that may be incurred.

12. Existing Line Set

Company 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 Company is unable to pull a 500-micron vacuum on an existing line set. Should Customer reject Company’s recommendation to replace an existing line set, Company’s limited warranty is voided.

13. Existing Gas Pipe

The Company is not responsible for the condition of any existing gas pipe that is not readily accessible. The customer is responsible for any additional costs incurred if pressure testing is required to identify leaks and necessary repairs.

14. Paint, Patchwork, and Repairs

Company is not responsible for any painting, patchwork, or repair work that may be required following modification/installation work.

15. Personal Property

Company is not responsible for damage to the 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. Company 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. Limitations of Liability

Company 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, any damage caused to the premises where the installation or services are being performed, or mold of any kind. The discovery and/or removal of any mold or any hazardous materials are excluded from the scope of Company’s work, and Company reserves the right to stop or delay work indefinitely until such mold or hazardous materials are removed.

18. Insurance and Waiver of Subrogation

The 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 insure against the perils of fire, theft, extended coverage, vandalism, and malicious mischief. Customer and Company 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 Company 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 Company; 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. Company shall not be responsible for any loss due to fire, theft, vandalism, and/or malicious mischief once delivered to Customer’s Property. The customer shall assume all responsibility for any such loss and the 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 Company, in good faith, believes that the prospect of payment or performance to be impaired, Company may upon seven (7) days written notice to Customer terminate this Agreement while retaining all mechanic’s lien rights as well as the 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

If amounts owing under this Agreement are not paid within Seven (7) days, the Customer agrees to pay a late charge on any outstanding balance at two percent (2%) per month or twenty-four percent (24%) per annum (or the highest statutory interest percentage currently allowable by law) on the unpaid amount calculated from the date payment was due. The customer will be deemed to have accepted Company’s performance as complete under this Agreement unless the Customer notifies Company in writing by certified mail within Seven (7) days of substantial completion. Should Company retain the assistance of a third party, including without limitation an attorney, to assist with the collection of unpaid amounts due and owing, Customer agrees to pay Company’s costs associated therewith including without limitation reasonable attorneys’ fees, court costs, and interest at the maximum legal rate. This Agreement and the interpretation of its terms shall be governed by the laws of the State of Florida, without application of conflicts of law principles. The parties confirm that in any legal suit to enforce the terms of this proposal/agreement, the jurisdiction shall be held Seventeenth Judicial Circuit Court of Florida and the parties similarly agree that venue shall be in Broward County, Florida only.

24. Guarantees

It is expressly agreed and understood that no promises or guarantees have been made to Customer by Company. It is further expressly understood and agreed that no other representations have been made to Customer, except for those set out in this Services Proposal / Agreement.

25. Event of Default

Any failure by Company to perform their obligations and responsibilities as stipulated herein, when stipulated herein, shall constitute a default under this Agreement.

26. Non-Waiver

In the event this Agreement is in more than one part, or should Company agree to allow a late payment or late compliance, this will in no way prejudice Company’s right to insist on timely payment or compliance in the future or consider any untimely payment or compliance as an act of default.

27. Authority

Each Party executing this Agreement represents and warrants that s/he or it has full individual, partnership, or corporate authority to execute this Agreement, and that said signing Party will hold harmless and indemnify all other Parties from any losses, claims, actions at law or equity, or any other claim which occurs by reason of the falsity of the signatory authority representation herein. All Parties, including their respective representatives, state that they are legally competent to execute this Agreement, and that all necessary and required authorizations have been obtained. Each party acknowledges with their signature that they have read and understand the terms of the Agreement and that there is no ambiguity regarding the content and terms contained within the Agreement.

28. Parties Bound

This Agreement and all obligations and undertakings herein shall be binding upon all Parties, and shall be binding upon the Parties’ estate, executors, administrators, personal representatives, predecessors, successors, and assigns and/or anyone claiming by, through or under any of them. Similarly, this Agreement and all obligations and undertakings herein shall be binding upon all Parties and inure to their benefit, as well as their successors, assigns and their respective estate(s).

29. Entire Agreement

This Agreement constitutes the entire agreement between Customer and Company. 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.