1.             Scope of Work: Clean Air HVAC LLC (“Contractor”) agrees to perform the work described herein (the “Work”) at the job location (the “Property”) for the customer (the “Customer”) identified in this contract (the “Agreement”).

2.            Work Schedule: Contractor will perform the Work in a good and workmanlike manner in a timely manner and in accordance with the specifications listed herein. The Contractor shall establish the schedule and sequence of the Work to be performed. Contractor shall not be liable for delays, including, but not limited to, delays and non-delivery in shipment by a supplier, loss in transit, strikes, pandemics, weather or other causes beyond Contractor’s control.

3.            Changes to Work: Customer authorizes any of its agents, employees, or representatives to execute and deliver to Contractor any additional changes to this Agreement by a written change order (“Change Order”). Such Change Order shall be binding on Customer. On occasion, Contractor may discover circumstances after the original contract is signed that may increase the cost of the materials or labor that could not be determined until the time of installation. If such circumstances exist, Customer shall remedy any unforeseen circumstances within seven (7) days or direct Contractor to perform the necessary repairs at a mutually agreed on additional cost, which will be documented and signed by Customer, and due on the completion of the Work.  Any Change Orders requested by Customer and approved by Contractor pursuant to this section of this Agreement, shall be paid per the terms of Section 6 of this Agreement.

4.            Materials: All Materials are and shall remain the property of Contractor until fully paid by Customer. All surplus Materials shall remain the property of Contractor unless, at Contractor’s option, turned over to Customer upon the completion of the Work. Contractor is not responsible for replacement or repair of any pre-existing damage or replacement parts in excess of the agreed amount specified in this Agreement.

5.            Payment Terms: Customer agrees to pay Contractor a non-refundable deposit as noted on front of this Agreement at the time of its execution, and to pay the balance due, as reflected in the final invoice prepared by Contractor (“Invoice”), on completion of the Work. Presentation of the Invoice is notice to Customer that Contractor considers the Work complete. All payments made pursuant to this Agreement shall be made only to Contractor or its designated agents.

Financing: Customer acknowledges that Contractor does not directly finance the Work. If the Work is financed through a third-party lender, the Customer agrees to execute and deliver necessary finance papers or other forms required by the lender in advance of commencement of the Work.

Contractor may, but is under no obligation to, refer Customer to a third-party lender (the “Lender”) who may advance certain funds on behalf of Customer for payment of the Work described herein.  Customer acknowledges and understands that Contractor has a business relationship with Lender and may receive certain benefits in exchange for referring Customer to Lender, including acceleration of payment for the Work.  Contractor shall not be a party to any loan agreements or other agreements between Customer and Lender.  The terms and conditions of any such loans or advances made by Lender to Customer shall be governed by the terms and conditions of the loan agreements and other agreements between Lender and Customer.

a.            Late Payment/Finance Charge: Customer agrees to pay a service charge of one and one-half percent (1 1/2%) per month on any balance unpaid more than thirty (30) days beyond the Invoice Date or Completion Date.

6.            Customer’s Responsibilities Relative to Work:  Customer warrants to Contractor that it is the legal owner of the Property or authorized to execute this Agreement on Customer’s behalf. Customer agrees to provide to Contractor, at no charge, electric power and water for construction purposes. Customer acknowledges that the removal of permanently attached building materials often disturbs and vibrates the existing Property. The debris and noise generated from this Work and other related procedures to this Work may cause inconvenience or discomfort, which is normal construction conditions, and not Contractor negligence. As a precaution, Customer is responsible for removing breakable items from walls or ceilings (i.e. chandeliers, paintings, plates and other breakable items). Furthermore, Customer shall lock away or secure other items of value in or on the Property. Customer is responsible for local building permit fees required for the Work. Customer and/or an authorized representative shall make themselves available during construction for clarification of specifications, approval of additional Work, and to provide adequate access to the Property as may be required. Customer or authorized representative of Customer must be present at the completion of Work to review the completed Work and address final payment.

7.            Limited Warranty: The Work, material and labor provided hereunder carry a limited warranty of one (1) year. Otherwise, all goods and services are sold “As-Is”. Warranties provided by the manufacturer will be assigned, to the extent assignable, to Customer on payment in full for Work performed by Contractor. All manufacturers’ warranty claims must be directed to the manufacturer. Any warranties provided for in this Agreement shall begin to run on the Completion Date. In order for any warranty to be effective against Contractor or any other party, Customer must (a) have paid all sums owed to Contractor under this Agreement, (b) have provided written notice to Contractor by certified mail not later than ten (10) day after discovering any defect or failure of the Work performed, and (c) not have in anyway altered or repaired any of the Work performed by Contractor. EXCEPT AS SPECIFICALLY SET FORTH IN THE HEREIN, CONTRACTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED.  EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT, CONTRACTOR EXPRESSLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WITH RESPECT TO THE WORK AND MATERIALS FURNISHED BY CONTRACTOR, INCLUDING, WITHOUT LIMITATION: FITNESS FOR ANY PARTICULAR PURPOSE; WORKMANSHIP; OR MERCHANTABILITY. 


9.            Insurance: Contractor will maintain any and all legally mandated insurance coverage, including, but not limited to, general liability insurance.

10.           Binding Agreement: This Agreement is not binding on the Parties, and may be changed or revoked by Contractor, until approved by Contractor’s authorized agent. Upon approval by Contractor, this Agreement shall constitute a binding agreement between Contractor and Customer. In the event such approval is not granted within thirty (30) days of the date of this Agreement, the Deposit paid by Customer will be refunded without interest, this Agreement shall be deemed not approved, and neither Contractor nor Customer shall be liable to each other for costs or damages. Notwithstanding anything contained herein to the contrary, Contractor reserves the right to reject or cancel all or part of this Agreement due to unacceptable payment performance or credit rating of Customer or any pricing error by sales consultant.

11.            Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the Work. Contractor is not liable for nor bound in any manner by any statements, representations, warranties, collateral or otherwise, or promises made by any person representing or proposing to represent Contractor unless such statements, representations, or promises are set forth in this Agreement. Any modification of this Agreement must be in writing and signed by the Parties. Facsimile and electronic signatures shall be of the same force and effect as an original executed document.

12.           Interpretation: No provision of this Agreement is to be interpreted for or against any party because that party or such party’s legal representative drafted such provision.

13.           No Waiver: The Contractor may accept late payments or partial payment, checks, bank drafts, or money orders marked “Paid in Full” without waiving any of its rights related to this Agreement.

14.           Default: Customer shall be in default of this Agreement at any time it does not tender payments as listed in Section 6 of this Agreement. On Customer’s default, Contractor may immediately discontinue Work and the entire balance shall be immediately due and payable. Waiver or delay in enforcement of any default shall not operate as a waiver of any other default on future occasions.

15.           Severability: If any provisions, paragraphs, or subparagraph of this Agreement is adjudged by any court to be void or unenforceable in whole or in part, this adjudication shall not affect the validity of the remainder of this Agreement. Each provision of this Agreement is severable from every other provision and constitutes a separate and distinct covenant.

16.           Choice of Law; Jurisdiction: This Agreement shall be construed in accordance with the laws of the State of Ohio. The courts of Cuyahoga County, Ohio shall have the exclusive jurisdiction to enforce this Agreement, and the parties hereby consent to the jurisdiction of the courts of Cuyahoga County, Ohio. The parties agree to waive trial by jury.

17.           Attorneys’ Fees: In the event that an unpaid balance is referred for collection, such unpaid balance shall be subject to reasonable attorneys’ fees. Further, any unpaid balance is subject to interest at the rate of eighteen percent (18%) per annum, or the maximum amount allowed by law, whichever is less.