FIELD SERVICE TERMS AND CONDITIONS
DEFINITIONS: Where the context permits, the following words shall have the meanings indicated.
"FIELD SERVICE" means installation, inspection, servicing, reconditioning, start-up, alteration, repair, replacement, or correction of Equipment, or a part thereof, or assistance with respect thereto.
"FIELD SERVICE REPRESENTATIVE" means the person(s) authorized by Hastings HVAC, Inc. to furnish Field Service hereunder.
"EQUIPMENT" means the HVAC unit or associated equipment that is the subject of the Field Service rendered hereunder.
"BUYER" means the person, partnership, company, or corporation purchasing Field Service hereunder.
SCOPE OF PROVISION: The Field Service rendered pursuant hereto shall be governed by the Hastings HVAC, Inc. Service Order with respect thereto and these Field Service Terms and Conditions.
CONTRACT: Hastings HVAC, Inc. offers to sell the Field Service specified in the Service Order upon the terms and conditions specified herein. This offer is not an acceptance of any offer by Buyer to purchase Field Service. Hastings HVAC, Inc. rejects any offer to purchase Field Service previously made by Buyer and hereby gives notice of its rejection of an;y offer to purchase Field Service subsequently made by Buyer. This offer is subject to and conditioned upon acceptance by Buyer within thirty (30) days from the date of this offer unless sooner revoked prior to acceptance. Buyer shall indicate its acceptance of this offer by verbal acceptance, by executing and returning the attached acknowledgment of the Hastings HVAC, Inc. Service Order or any other written acceptance or confirmation, by directing Hastings HVAC, Inc. to commence Field Service in any manner, by accepting Field Service, or by making payment for all or any part thereof.
These Field Service Terms and Conditions, together with the Hastings HVAC, Inc.'s service order attached hereto, shall constitute the entire agreement of the parties and shall not be modified except by written change order issued and signed by Hastings HVAC, Inc. No prior representations, inducements, promises, or agreements between the parties, oral or written, not embodied herein shall be of any force to effect and any said prior representations, inducements, promises, or agreements are hereby revoked and superseded. No terms stated by Buyer in accepting or acknowledging this offer or otherwise shall be binding except as expressly incorporated herein by Hastings HVAC, Inc. and Buyer is hereby notified of Hastings HVAC, Inc.'s objection to and rejection of additional or different terms in buyer's purchase order, acknowledgment or other forms. THIS OFFER IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN.
WARRANTY: Services - Hastings HVAC, Inc. warrants for a period of ninety (90) days from the date of completion of the Field Service rendered pursuant hereto that said Field Service shall conform to standards customary in the profession for services of a similar nature.
Parts and Materials - Hastings HVAC, Inc. warrants for a period of ninety (90) days from the date of completion of the Field Service rendered pursuant hereto that all parts and materials supplied pursuant to said Field Service shall be free from defects in material and workmanship. All Service parts and material supplied by Hastings HVAC, Inc. but not installed by Hastings HVAC, Inc. personnel shall be warranted for ninety (90) days from the date of shipment, provided the parts are properly installed and maintained, used for the purpose intended, and used and tested in accordance with the instructions of Hastings HVAC, Inc. during said period.
Remedy - Should any nonconformity with this warranty appear in such parts and material during the term of this warranty, Hastings shall, at its option, repair or replace the nonconforming part or material, FOB factory. Upon timely notification by buyer, BUYER's return of the allegedly nonconforming parts and materials to HASTINGS' factory, freight prepaid, and HASTINGS' opportunity to inspect the parts and material and verify the nonconformity.
Limitation of Warranties and remedies for breach thereof are exclusive and conditioned upon timely notification of Buyer. They are given by Hastings HVAC, Inc. and accepted by Buyer in lieu of any and all other remedies, warranties , and guarantees, express or implied, and IN LIEU OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNDER NO CIRCUMSTANCES, WHETHER ARISING IN THE CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL HASTINGS HVAC, INC., ITS AGENTS, AND ITS EMPLOYEES BE RESPONSIBLE OR LIABLE FOR LOSS OF PROFIT, LOSS OF OPERATING TIME OR LOSS OR, OR REDUCTION IN USE OF, ANY FACILITIES (INCLUDING EXISTING FACILITIES) OR ANY PORTION THEREOF, INCREASED EXPENSE OF OPERATION OR MAINTENANCE, EXPENSE OR REPLACEMENT PRODUCTS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL HASTINGS HVAC, INC. BE RESPONSIBLE OR LIABLE FOR ANY LOSS, COST, OR DAMAGE ARISING FROM ANY SOURCE WHATSOEVER, INCLUDING NEGILGENCE, IN EXCESS OF THE PRICE PAID BY BUYER FOR THE FIELD SERVICE, PARTS AND MATERIALS WHICH GIVES RISE TO THE LOSS, COST, OR DAMAGE.
COMPENSATION, INVOICING, AND PAYMENT: In consideration for the Field Service rendered hereunder, Buyer shall pay Hastings HVAC, Inc. the daily amount specified in the Service Order for every day, or portion thereof, determined on a portal to portal basis from Hastings HVAC, Inc. facilities, together with traveling and living expense of such Field Service Representative in accordance with the standard Hastings HVAC, Inc. policy relevant thereto. In addition to those charges specified hereinabove, the Buyer shall pay the retail cost of all parts and materials used by the Field Service Representative in rendering Field Service hereunder or sold to Buyer.
Hastings HVAC, Inc. shall invoice the buyer for all charges incurred in accordance herewith and such invoices shall be due upon receipt and payable within thirty (30) days following the issue date of the invoice. Delinquent accounts are subject to interest at the rate of 18% APR, but not in excess of the maximum rate permitted under applicable law.
DELAY: Hastings HVAC, Inc. shall not incur or be responsible or liable for any liability of any nature whatsoever for any delay in performing Field Service or any loss, cost, or damage arising there from is such loss, cost damage, delay, or failure is attributable in whole or in part to any cause or any causes beyond the reasonable control of Hastings HVAC, Inc. These causes include, but are not limited to, any act of God or the public enemy; compliance with any order, decree, or request of any governmental authority; act of declared or undeclared war; public disorder; rebellion, sabotage; fire; flood; explosion; accident; riot; delays in transportation, strike; labor difficulty or other concerted act of workmen, whether direct of indirect; inability to obtain necessary fuel, material, or equipment from normal sources of supply; production set-aside; declaration of national emergency; mobilization of industry whereby material and labor required for completion of the Field Service hereunder are allocated or controlled, or any other cause not within the control of Hastings HVAC, Inc. of which Hastings HVAC, Inc. is unable to avoid by exercise of reasonable care. Upon the occurrence of any such delay, the estimated time for completion and shipment of the Equipment shall be extended for a time equal to the delay time reasonably attributable to the cause.
ASSIGNMENT: Buyer may neither assign, in whole or in part, Buyer's interest herein without the prior written consent of Hastings HVAC, Inc.
WAIVER: Hastings HVAC, Inc.'s waiver of any breach by Buyer of any of the provisions contained herein shall not constitute a waiver of any other breach of the same or any other provision. Hastings HVAC, Inc.'s rights and remedies under any provision contained herein shall be in addition to and not in substitution or limitation of any other rights and remedies available to Hastings HVAC, Inc. under applicable law.
HEADINGS AND SEVERABILITY: Any headings preceding the text of the several articles hereof are inserted solely for convenience of reference, shall not constitute a part hereof, and shall not otherwise affect the meanings, content, effect, or construction hereof. In the event that any provisions contained herein or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remaining provisions hereof and the application of such provision which it is held invalid or unenforceable shall not be affected thereby, and each provision hereof, notwithstanding said invalidity or unenforceability, shall remain valid and enforceable to the fullest extent permitted by law.