Terms & Conditions

Terms of Use

These Terms and Conditions (the “Terms and Conditions”) govern the purchase of products and services (the “Work”) identified in the Proposal by the Customer from the Contractor. By signing and returning the Proposal, the Customer accepts these Terms and Conditions. Together, the Proposal, these Terms, and the Sales Confirmation constitute the entire agreement between the Parties (collectively, the “Agreement”). Any terms proposed by the Customer that are inconsistent with these Terms and Conditions are expressly rejected. Neither the Contractor’s silence nor the delivery of products or services constitutes acceptance of any such terms. The terms “Party” and “Parties” refer to the Customer and Contractor individually and collectively. Capitalized terms not defined herein have the meanings assigned to them in the Proposal.

Scope, Substitution, and Changes

  • The Contractor will exercise ordinary care in performing the Work described in the Proposal for the agreed price. The Customer acknowledges their responsibility for choosing the equipment and specifications, and any liability arising from non-accepted Contractor recommendations is assumed by the Customer.

  • If the Contractor determines the equipment and specifications, such decisions are based solely on information provided by the Customer and do not constitute an independent evaluation.

  • The Contractor will endeavor to complete the Work as per the timeline in the Proposal but reserves the right to make minor changes or substitutions in equipment, materials, or supplies that do not materially alter the quality, cost, or timeline without prior Customer approval.

  • The Contractor retains title to all materials and equipment until the Customer has fully paid as per the Agreement. Extra work requested by the Customer not specified in the Proposal may require separate Proposals and advance payment.

  • All changes to the Work, including deductions or set-offs, must be documented and agreed upon in writing by the Contractor to be enforceable. Work is performed during the Customer’s normal working hours unless otherwise stated. Warranty work is conducted during the Contractor’s business hours unless the Customer agrees to pay the overtime labor rate.

Term and Termination

Term

The Agreement term begins on the date the Proposal is signed by both Parties and continues until the Work is completed.

Termination by Customer

The Customer may terminate this Agreement if the Contractor breaches the Agreement and fails to cure the breach within ninety (90) days of receiving notice.

Termination by Contractor

The Contractor may terminate the Agreement for cause, including but not limited to non-payment or breaches by the Customer. In such cases, the Contractor is entitled to compensation for completed Work, including design, installation, and associated administrative costs. If termination arises due to non-payment or other Customer-caused issues, the Contractor is also entitled to recover lost profits.

Confidentiality

Definition

“Confidential Information” refers to all information designated as confidential, including User Data, materials related to the Work, and the terms of this Agreement. Excluded from this definition are:

  • Publicly known information.

  • Industry-known information prior to disclosure.

  • Information made public through no fault of the Receiving Party.

  • Lawfully received information from third parties.

Obligations

The Receiving Party must not disclose or use Confidential Information outside the scope of this Agreement without prior written consent from the Disclosing Party. Confidential Information must be protected with at least the same degree of care used to safeguard the Receiving Party’s own information. If compelled by law to disclose Confidential Information, the Receiving Party must provide prior notice to the Disclosing Party (if legally permitted) and reasonable assistance to contest disclosure.

Warranties and Disclaimers

Representations and Warranties

Each Party warrants its authority to enter into this Agreement.

Limited Warranty

Materials, parts, and equipment are warranted solely under the manufacturers’ or suppliers’ written warranties. The Contractor’s Work is warranted for ninety (90) days.

Disclaimer

EXCEPT AS PROVIDED HEREIN, THE WORK IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. THE CONTRACTOR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability

Exclusion of Consequential Damages

Neither Party shall be liable for indirect, incidental, or consequential damages, including loss of profits or data, even if advised of their possibility.

Limitations

The maximum liability for either Party under this Agreement shall not exceed the greater of (i) the total payments made for the Work in the preceding twelve (12) months or (ii) $10,000. Claims must be initiated within two (2) years of the cause of action.

Hazardous Substances

The Contractor is not responsible for handling hazardous substances such as asbestos or refrigerants. If encountered, the Contractor may pause Work until the hazard is addressed. The Customer is liable for any delays caused by such substances.

Indemnification

Each Party agrees to indemnify and hold the other harmless from third-party claims arising from property damage or bodily injury caused by their negligence. The indemnified Party must promptly notify the indemnifying Party of such claims and provide assistance in their defense.

Arbitration

Any disputes arising under this Agreement that cannot be resolved amicably will be settled by binding arbitration. This provision survives termination of the Agreement.

Invoicing and Payment

  • Charges for the Work are listed in the Proposal and remain valid for fifteen (15) days unless otherwise specified.

  • Payments are due in U.S. dollars within thirty (30) days of the invoice date. Late payments incur interest at the higher of 10% per annum or the maximum allowable rate.

  • The Contractor may suspend Work due to late or non-payment, with the completion date extended accordingly. Restart expenses incurred by the Contractor are the responsibility of the Customer.

Taxes

Prices do not include taxes unless specified. Applicable taxes will be billed to the Customer except for taxes on the Contractor’s income.

Insurance

The Customer must maintain property insurance covering the entire structure, including Work under this Agreement, against perils such as fire and theft. The Parties waive claims against each other for damages covered by such insurance.

General Provisions

Entire Agreement

This Agreement represents the entire understanding between the Parties, superseding all prior agreements. Conflicting terms in any Subscription Agreement govern over these Terms and Conditions.

Assignment

Neither Party may transfer this Agreement without prior written consent.

Relationship

The Parties are independent contractors, and this Agreement does not create a partnership or joint venture.

Modifications

Modifications to this Agreement must be in writing and signed by both Parties. The Contractor may update these Terms and Conditions on its website without prior notice, and the Customer agrees to review such updates.

Governing Law

This Agreement is governed by Illinois Law, with jurisdiction in Dupage County, Illinois. The Parties waive the right to a jury trial.

Notices

Notices must be delivered by personal delivery, mail, facsimile, or email as specified in the Proposal.

Severability

If any provision is deemed unenforceable, the remaining provisions remain valid.

Force Majeure

Neither Party is liable for delays caused by events beyond their control, such as natural disasters or government actions.

SMS Program Description

Description

Opting into the SMS program allows the Customer to receive text updates from Precision Air related to quotes, services, appointments, and feedback requests. Messaging frequencies vary.

Opt-Out

Customers may opt out by texting “STOP.” Confirmation of unsubscription will be sent, and no further messages will be received unless re-subscribed.

Help

For assistance, text “HELP” or contact us directly through our website.

Costs

Message and data rates may apply. Customers should contact their wireless provider with questions regarding their plans.