Fill and Sign the Refrigeration Maintenance Contract Form

Planned Refrigeration Maintenance Contract Agreement made on the ___________________________ (date) , between __________________________ (name of Owner) of _________________________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Owner , and _______________________________ (name of Company) , a corporation organized and existing under the laws of the state of ___________________, with its principal office located at _____________________________________________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Company . Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: II. D EFINITIONS A. The following terms shall have the following meanings: 1. Additional Work means any work carried out on or in connection with the equipment in addition to the Planned Maintenance Work . 2. Company means ___________________________________ (name of Company) . 3. Equipment means the plant or equipment identified in the Agreement. 4. Owner means the person or organization identified as such in the Agreement. 5. Planned Maintenance Work means the work referred to in Section II and in any Appendix attached hereto. 6. Standard Maintenance Charge means the charge stated as such in the Appendix A . 7. Service means the Planned Maintenance Work and the additional work. 8. Agreement means this Agreement between the Company and the Owner. II. THE SERVICE A. The Company at least once per year, no less than _____ months after the last inspection, shall perform on the Equipment the following Planned Maintenance Work : 1. Verification of the refrigeration fluid (Freon level); 2. Verification of the heating mode (only for heat pump); 3. Verification of the cooling mode; 4. Verification of the defrost cycle (in heating mode only); 5. Verification of the interior thermostat’s operations; 6. Verification of the refrigerant line sealant; 7. Verification of the sound level from the outside unit; 8. Visual inspection of the different components of the system. 9. Lubrication of the outside fan motor (if applicable). 10. Cleaning of exterior coil (if necessary); 11. Cleaning of interior coil (if necessary); 12. Verification of the condensation drain (in cooling mode); 13. Verification of air filters; 14. Verification of exterior cut off; and 15. Explanation of the use of the system or indoor thermostat if necessary; at least once described in and at the frequency or on the occasions set out in the Agreement. B. The Company shall, with reasonable promptness during the Company’s normal working hours, attend at the request of the Owner to carry out necessary Additional Work. C. The Company shall subject to its availability supply parts and materials necessary to the carrying out of the Planned Maintenance Work and the Additional Work but does not warrant their availability. III. THE CHARGES A. The Owner shall pay the Standard Maintenance Charge set forth in Appendix A . B. Planned Maintenance Contracts not paid via Standing Order or Direct Debit arrangements will be subject to an annual price review, with the contract premium being increased by an amount described in Appendix A . C. The Owner shall, in addition to Standard Maintenance Charge, pay the charges made by the Company , in respect of any Additional Work carried out pursuant to Section II and in respect of any parts or materials supplied pursuant to Section II, within 30 days of such charges being invoiced by the Company . D. In the event that payment is not made in accordance with the agreed terms, either in full or otherwise, then the whole of the account whether due or not shall become payable and become overdue and be payable forthwith. Furthermore in the event of late or non payment in accordance with these terms and conditions (or any other terms so agreed in writing), Company reserves the right to charge a late fee of _______% of the amount due and owing. IV. WARRANTY BY THE COMPANY A. The Company warrants that it will perform the service with reasonable skill and care. B. The Company warrants that the Owner shall have free and unencumbered title and enjoy quiet possession of any parts or materials supplied under this Agreement and that such parts or materials shall be satisfactory quality and reasonably fit for their purpose. C. The Company does not give any warranty with regard to the performance of the equipment and, subject to the foregoing, all conditions warranties, terms and undertakings express or implied statutory or otherwise in respect of the performance by the Company of the services are excluded. V. LIMITATIONS OF LIABILITY A. The following provisions of this Section V. set forth the Company ’s entire liability to the Owner with respect of any breach of its obligations under this Agreement and any representation, statement or tortuous act or omission arising under or in connection with this Agreement, to the fullest extent allowed by law. B. The Company shall not be liable in respect of any loss of profits, goodwill or any special, indirect or consequential or economic loss (including loss or damage suffered by the Owner as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Company was aware of the prospect of such loss. C. The Company shall not be liable for any breach, act or omission unless the Owner serves written notice upon the Company giving full details of such within 14 days of becoming aware of the same. D. The Company ’s entire liability for any breach, act or omission or any related combination or series of such shall, in respect of physical damage to the property of the Owner , be limited to the amount stated in the Agreement and in any other respect be limited to the Standard Maintenance Charge for the immediately preceding 12 months. VI. OBLIGATIONS OF THE OWNER A. The Owner shall permit the Company at all reasonable times to have access to the equipment and reasonable facilities to enable the Company to carry out the Service during the Company ’s normal business hours. B. The Owner shall not carry out any maintenance, alteration adjustment or other such work on the equipment without forthwith notifying the Company of such work. VII. TERMINATION A. This Agreement shall commence on the date stated and shall continue for a period of ____ years unless amended. The Owner can terminate the Agreement by giving not less than 3 calendar months notice of the renewal date. A penalty charge may be levied in the amount set forth or described in Appendix A . B. This Agreement may be terminated forthwith by the Company if the Owner fails to comply with any of its obligations under this Agreement and such failure if capable of being remedied remains unremedied for 7 days after being called to the Owner ’s attention by written notice from the Company . C. This Agreement shall automatically terminate if: 1. The Owner dies, becomes bankrupt, has a receiving order made against him, makes any arrangement with his creditors generally or takes or suffers any similar action as a result of debt; 2. A receiver or administrative receiver is appointed of any of the Owner’s property; or 3. Any execution or distress is levied upon the Owner’s goods or on the property where the equipment is installed; or 4. Any termination of this Agreement pursuant to this Section shall be without prejudice to any other rights a party may have under or in connection with this Agreement and shall not affect any accrue rights or liabilities of either party or the coming into or continuance in force of any provision of this Agreement which is expressly or by implication intended to operate on or after such termination. VIII. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. IX. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _________________. X. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. XI. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. XII. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XIII. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XIV. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XV. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. WITNESS our signatures as of the day and date first above stated. ____________________________________ (Name of Company) _____________________________ By: _________________________________ (P rinted name) _________________________________ (P rinted name & Office in Corporation) _____________________________ _________________________________ (Signature of Owner) (Signature of Officer) Attach Appendix A