Terms and Conditions

 

This agreement is entered into on any work performed by Griffin Air LLC.   The “work to be performed for” (herein “Customer”) and Griffin Air, LLC., a Virginia limited liability company (herein “Griffin Air”) of P.O. Box 176, Hartfield, Virginia  23071, Class A contractor, contractor #2705167025. 

 

WHEREAS, Customer desires to engage Griffin Air to purchase certain heating and air conditioning equipment, parts, plumbing materials pursuant to the terms and conditions stated in this Agreement and Griffin Air’s Standard Terms and Conditions and any accompanying Proposal, attached hereto and made a part hereof.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, the parties agree as follows:

 

  1. Any Equipment or Parts

    1. Customer agrees to purchase from Griffin Air and Griffin Air agrees to deliver to the customer equipment or parts.

    2. Additionally, Griffin Air will install the Equipment or parts on the Customer’s premises unless otherwise described in the Proposal.  

    3. Additionally, any upgrades will be installed as described in the Proposal.

    4. Griffin Air will not provide any equipment or materials or perform any work not specifically mentioned in its proposal, invoice, or this agreement. 

    5. Seer ratings, btus, afue ratings, capacity, and any other ratings/values are typically estimates provided from the manufacturer.  Griffin Air is not responsible for discrepancies.

  2. Purchase Price Customer agrees to pay to Griffin Air the total Purchase Price of the said Equipment based on the payment schedule as set forth in this paragraph and Proposal.  Such purchase price includes the price of installation, if applicable, and any upgrades as set forth in the proposal. Customer agrees to the following:

    1. Any deposits shall be made before work begins as described in the proposal.  The remaining purchase price shall be due within ten days of receiving the final invoice from Griffin Air or upon completion of the work (whichever comes first).  

    2. The price quoted in any proposal shall expire 30 days after it was quoted if a final sales and installation agreement has not been signed by the parties even if otherwise described in the proposal.

    3. Any amount due not timely paid as set forth therein is overdue and will accrue interest in the manner set forth in paragraph 2.d below or at the maximum rate allowed by law, if greater.  Promotional purchases must be paid by cash or check.  

    4. Interest will accrue monthly on any overdue balance at the rate of 18% per annum.  Payments will be applied first to outstanding interest, costs, and attorney’s fees, if any are due, and the amount of any remaining amount after payment of interest, costs, and attorney’s fees will be applied to the overdue balance. 

    5. Any fees, permits, freight charges, delivery fees, taxes, and any other costs associated with the equipment and work performed are to be paid by the customer.

    6. Credit card payments are subject to additional fees.  This may include financing as well.

    7. Discounts, Rebates, Coupons, Sales, and Price decreases are not combinable.  Griffin Air can revoke or change any discount at any time for any reason.

  3. Retainage: Griffin Air does not accept withholding or retainage, nor will such retainage be binding upon Griffin Air, unless Griffin Air accepts such retainage in a writing signed by its manager.

  4. Premises shall be the address on the cover page of the proposal unless otherwise described.  By agreeing to hire Griffin Air, the customer gives permission to enter the premises to all of Griffin Air’s employees/representatives.

    1. Customer is responsible for preparing the premises for Griffin Air to perform the work scope such as, but not limited to moving belongings from work area, disassembling shelving, moving furniture, moving appliances, removing pets, cleaning areas, having anything unsafe conditions resolved, providing large enough access and opening to attic/crawl space/work area and other requests made by Griffin Air to perform work.

  5. Installation. If Griffin Air contracts to install the Equipment or parts, Griffin Air shall supply, at its sole expense, all equipment, tools, materials and/or supplies to accomplish the installation.  If Griffin Air contracts to install the Equipment or parts on the customer’s premises, Griffin Air so contracts according to the following additional terms:

    1. Beginning date shall be set forth by Griffin Air

    2. Estimated Completion date shall be within the timeline as stated on the Proposal unless the work is suspended for reasons within or without the control of Griffin Air.

    3. Amount of down payment

    4. Materials and work to be performed as described in the Proposal

    5. Griffin Air will comply with applicable local requirements for building permits, inspections, and zoning.  Customer agrees to pay purchase price outlined in these terms regardless of outcome of requirements, permits, inspections, licensing, or zoning.

    6. Neither party shall be considered in breach of this agreement to the extent the performance of its obligations is prevented by an event beyond their control, including, without limitation war, rebellion, strikes, riot, insurrection, acts or threats of terrorism, crime, threats, or Acts of God.  Inability to perform resulting from such an event shall not constitute abandonment and will not be included in calculating any time frame for payment or performance.

    7. Griffin Air reserves the right to suspend work for any reason and receive compensation matching the services rendered. 

    8. Any modification to this agreement, which changes the cost, materials, work to be performed, or estimated completion date, must be in writing signed by all parties; 

    9. You are hereby notified pursuant to Virginia law of the existence of the Virginia Contractor Transaction Recovery Fund.  The contact information for the Virginia Recovery Fund is Recovery Fund Office DPOR - 9960 Mayland Drive, Suite 400 Richmond, VA  23233, 804-367-1559, Email: recoveryfund@dpor.virginia.gov

  6. No Installation: No wiring, connecting, installation, drywall, carpentry/woodwork, plumbing, concrete or other item or performance of installation is included unless otherwise specified in our proposal unless it is actually provided.  Griffin Air is not responsible for any work performed by others for start-up or installation of the Equipment.  

  7. No Liquidated damages: No liquidated damages or penalty provision shall be binding upon Griffin Air unless Griffin Air expressly accepts such liquidated damages or penalty provision in a writing signed by its manager.

  8. Incorporation into future purchase orders: These standard terms and conditions are hereby incorporated into all subsequent purchase orders.  Customer agrees that these Standard Terms and Conditions are incorporated into subsequent purchase orders even if this list is not attached thereto.

  9. Buried utility lines: Customer is responsible for informing Griffin Air of the location of buried utility lines such as water, septic, and private electric lines not located by Miss Utility.  Customer is responsible for the cost of repairing any such damage resulting from work performed. 

  10. Release and indemnity: Customer agrees to indemnify and save harmless and to remise, waive, release, and forever discharge Griffin Air, its members, managers, employees, accountants, attorneys, successors, and assigns, of, for, and from any and all acts, actions, claims, causes of actions, demands or liability of whatever nature or kind, whether known or unknown, including actual, consequential and punitive damages, on account of, relating to or arising from, or which could arise, either directly or indirectly, from any matter or source whatsoever, pertaining to Griffin Air’s performance under any proposal, any Equipment malfunction, or any misuse or alteration of the Equipment, however caused.

  11. Miscellaneous: Griffin Air will use reasonable care in installation but will not be responsible: 

    1. Alteration to drywall/plaster.

    2. For damages to yards and driveways during Equipment delivery or installation

    3. For removing excess dirt from Equipment installation, unless removal is previously specified

    4. For foundation cracks or leaking as a result of installation, although all electrical installations and thru-wall access is performed above foundation

    5. For installing access concrete to Equipment pads

    6. Repairing components in the home such as: Walls, ceilings, cabinetry, carpentry, woodwork, plaster, insulation, masonry, tile work, framing, flooring, structural, joists, studs, decks, railings, appliances, electrical, other wiring, plumbing, gas lines, other hvac equipment, and other ductwork during Equipment delivery or installation

  12. Severability:  All provisions of this contract shall be applicable only to the extent that they do not violate applicable law, and the parties intend them to be limited to the extent necessary so as not to render the contract invalid, illegal, or unenforceable.  If any provision shall be found invalid, illegal, or unenforceable, the validity, legality or enforceability of the other provisions shall not be affected thereby.

  13. Governing law, venue: The contract is to be governed by and construed in accordance with the laws of the Commonwealth of Virginia.  Any claim or controversy related to this contract shall be brought in a court of appropriate jurisdiction in Middlesex County, Virginia.

  14. No presumption against the drafter: Customer has had the opportunity to review these Terms and Conditions with counsel and shall not be entitled to the benefit of any resolution of any ambiguity against the drafter or presumption against the drafter.

  15. Costs of Collection: Customer is responsible for all costs of collection or protection or enforcement of Griffin Air’s rights hereunder, to include reasonable attorney’s fees, court costs, and other legal expenses.  If not paid immediately, such costs will bear interest from the date of payment at the hereinabove interest rate for overdue balances.  The parties agree that they shall first submit any dispute to mediation before filing for litigation.  However, Griffin Air shall have the right to protect its mechanic’s liens rights by filing its lien in the appropriate Circuit Court prior to the expiration of the requisite lien period. 

  16. Notice:  Any notice required by these terms and conditions or any written proposal by Griffin Air shall be by certified mail, return receipt requested to the party’s address as set forth in the proposal or this agreement.  Either party may change their address stated herein by giving notice of the change in accordance with this paragraph.

  17. Waiver:  The waiver by either party of any breach of these terms and conditions or the proposal in effect shall not operate or be construed as a waiver of any subsequent breach.

  18. Headings: Any headings in these terms and conditions or any proposal or invoice are for convenience only and are not to be considered only and are not to be considered when interpreting the terms and conditions or any proposal or invoice.

  19. Signatures:  These terms and conditions may be executed in counterparts, all of which, when taken together, will constitute a single original.  The parties agree that facsimile signatures shall be deemed originals.

  20. Assignment:  These terms and conditions and any accompanying proposal and the rights and obligations of the parties hereto shall bind and inure to the benefit of any successor of Griffin Air or of the Customer by reorganization, merger, consolidation, or otherwise, or to the benefit of any assignee of its business and properties.

  21. Authority to sign: The customer who signs the proposal represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver these terms and conditions.  The customer represents that the execution and delivery of these terms and conditions and the performance of the customer’s obligations hereunder have been duly authorized and that these terms and conditions and any accompanying proposal are a valid and legal agreement binding on customer and are enforceable in accordance with their terms. 

  22.  Errors and Omissions: We reserve the right to correct any errors or omissions in our proposal.

  23. Cancellation charges apply to cancelled orders once Griffin Air accepts them.  In addition to Griffin Air’s pre-cancellation time spent at the rate of $95 per hour, cancellation charges will include Griffin Air’s materials cost for any custom fabricated component or otherwise non-returnable product, regardless whether such component or product is affixed to Customer’s real property.  Notice of Cancellation must be in writing pursuant to this agreement.

  24. Warranty. Warranties shall be as follows unless otherwise described in the Proposal:

    1. Griffin Air provides a one year warranty from the date of the initial installation of the Equipment on all defective parts and the installation of such replacement parts.  After the expiration of the one year warranty period provided by Griffin Air, the Client agrees that he/she shall submit any warranty claim directly to the manufacturer.  

    2. It is expressly understood that equipment is sold “as is” and that Griffin Air makes no warranty as to the equipment’s merchantability, fitness for a particular purpose, or otherwise, unless expressly stated. 

    3. Unless otherwise agreed in writing, Customer assumes ownership of all Equipment.  Customer is responsible for maintenance, repair, and replacement of all Equipment after installation.  

    4. Any and all warranties expressed herein or otherwise  are void in the event that anyone other than employees/representatives of Griffin Air touch, repair, diagnose, make changes to, or replace the equipment under such warranties.

    5. For any repair requests not covered by warranties, charges apply.

    6. No warranty covers damage to or failure of the Equipment caused by incorrect or faulty electrical installation, and Customer is wholly responsible for any costs of repairing such damage or failure.  Incorrect or faulty electrical installation by others, or damage caused to the Equipment by customer or his/her agents, may void the warranty.

    7. Manufacturer warranties are subject to guidelines of the manufacturer.  Griffin Air is not responsible to provide warranties further than the manufacturer’s warranty.  

    8. In the event that the manufacturer’s warranty is different than what is stated in the proposal, the executed warranty shall be based on the manufacturer’s guidelines.  Griffin Air is not responsible for any changes to warranties by the manufacturer.

    9. In the event the manufacturer’s warranty is different from documentation expressed by Griffin Air, Griffin Air assumes no risk or liability.

    10. Warranties vary between residential, commercial and industrial installations.  Proposals typically include the warranty if the equipment is installed in a residential location.

    11. Labor warranties offered by Griffin Air may be covered by JB & Associates or another third party company.

    12. Warranties do not cover refrigerant for any repairs.

  25. Financing. Financing fees and terms may apply.  Processing fees are separate from this proposal and set forth by Griffin Air LLC.  The fees vary based on which loan you select.  Financing terms and conditions shall be set forth by the institution providing financing which shall be separate from this agreement.  

  26. Insurance Indemnification. Griffin Air agrees that it shall maintain insurance of the types and in the amounts typically maintained by businesses of the same type, including, but not limited to, comprehensive general liability insurance in the minimum amount of $500,000.00 per occurrence, with said policy or policies being with insurance companies reasonably satisfactory to the parties.  Customer shall carry appropriate builder’s risk, fire, tornado, or other necessary insurance in an amount at least equal to the job being performed pursuant to the Agreement.

  27. Mechanic’s lien agent.  Customer shall notify Griffin Air of the name, address, and telephone number of the mechanic’s lien agent on Customer’s premises responsible for receiving notice pursuant to Virginia Code section 43-4.01, if any.  The parties agree that the persons signing the proposal have the full and complete authority to execute this agreement. 

Entire Agreement: These terms and conditions, the proposal,  and any written proposal by Griffin Air constitutes the entire agreement between Griffin Air and customer, and no modification thereof, including, without limitation, of the Contract Price, materials, work to be performed, or estimated completion date, shall be effective unless in writing signed by all parties.  This Agreement supersedes and replaces any and all agreements between the parties.  With or without a signed proposal, a down payment or any received by Griffin Air binds the customer to this agreement.  Email confirmation from customer is also considered agreement to these terms.

GRIFFIN AIR LLC

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