Cedar Heating & Cooling, LLC, Contractual Agreement

Introduction

This “Contract” is a contract to govern the business relationship between Cedar Heating & Cooling, LLC, hereinafter referred to as “Cedar Heating & Cooling, LLC,” and the “Client.” The term “Client” encompasses all individuals and entities who are responsible for payment & are engaging in transactions with Cedar Heating & Cooling, LLC, including, but not limited to, buyers, purchasers, patrons, customers, consumers, landlords, property owners, tenants, agents of owners, business representatives, general contractors, and holders of power of attorney.

Payment Agreements & Obligations

  1. Payment Requirements: Payments are required at the time of service for all residential accounts. Certain commercial or specialized residential accounts may qualify for a net-30 payment structure, contingent upon prior written approval from Cedar Heating & Cooling, LLC, LLC. Clients operating under this arrangement shall be granted a period of thirty (30) days from the completion date of the services to remit payment.
  2. Late Fees: In the event that any amount owed remains unpaid by the Client after the designated payment period, a late fee of one and one half percent (1.5%) per month (18% annually) shall accrue on the outstanding balance from the due date until full payment is received, or at the maximum rate permissible by law.
  3. Responsibility for Legal Costs: The Client hereby acknowledges and agrees to assume full responsibility for all attorney fees and collection costs incurred by Cedar Heating & Cooling, LLC, LLC, in connection with account and payment delinquency, litigation, complaints, trials, lawsuits, or legal mediation, irrespective of whether such litigation is ultimately pursued.
  4. Accepted Forms of Payment: Accepted forms of payment include cash, checks, ACH payments, credit/debit cards, or approved financing options through Cedar Heating & Cooling, LLC, and its affiliates. The responsibility for return check fees shall rest with the Client. Clients utilizing progressive payment arrangements must remit payment within fourteen (14) days of invoicing or as stipulated in the agreement, and prior to the continuation of the project.
  5. Modification of Terms: Any late or delinquent payments will void previously agreed payment terms, thereby granting Cedar Heating & Cooling, LLC the right to modify such terms and require immediate payment of the total outstanding balance, inclusive of any accrued finance charges, prior to the resumption of work.
  6. Suspension of Work: In the event of any delinquent accounts, including but not limited to a specific invoice, the same account or project location, or any associated client, Cedar Heating & Cooling, LLC reserves the right to suspend all work until all outstanding invoices are resolved in accordance with these terms. By providing a credit card to Cedar Heating & Cooling, LLC, the Client authorizes Cedar Heating & Cooling, LLC to charge any amounts due to the Client’s account to that credit card at Cedar Heating & Cooling, LLC’s discretion.
  7. Cedar Heating & Cooling, LLC reserves the right to modify or nullify any previously established payment terms as a result of disputes between Cedar Heating & Cooling, LLC and the Client, disputes among Clients, acts of God (such as fire, flood, or other natural disasters), theft, defaults in payment, or the death of a guarantor.

Project Terms

The term “Commencement” refers to the initiation of a project and shall be considered effective upon any of the following: approval of a quotation (either verbal or written), commencement of a service call or repair, payment of a deposit, or placement of an equipment order. Upon Commencement, Cedar Heating & Cooling, LLC shall be entitled to the full monetary compensation stipulated in the agreement, quotation, or invoice, regardless of whether the project reaches completion due to various circumstances, including but not limited to: disputes between Cedar Heating & Cooling, LLC and the Client, disputes among Clients, acts of God (such as fire, flood, or other natural disasters), theft, defaults in payment, or the death of a guarantor.

The Client acknowledges and agrees that Cedar Heating & Cooling, LLC may capture photographs and videos of the project performed on their property. These images and videos may be used by Cedar Heating & Cooling, LLC solely for advertising, promotional, or quality control purposes, at its discretion.

Additionally, the Client understands that Cedar Heating & Cooling, LLC will not accept any back charges, including penalty clauses, unless such charges have been expressly approved in writing by an authorized executive officer or owner of Cedar Heating & Cooling, LLC prior to their implementation.

Warranties / Returns / Refunds / Manufacturer Warranty

  1. Manufacturer Warranties: Manufacturer warranties may vary significantly and are independent of Cedar Heating & Cooling, LLC. The only warranties applicable to products purchased from Cedar Heating & Cooling, LLC are those expressly provided by the manufacturer. Clients are strongly encouraged to register for any applicable warranties through the manufacturer’s official website. While Cedar Heating & Cooling, LLC may assist Clients in filing warranty claims or registration on their behalf, the Client agrees to indemnify and hold Cedar Heating & Cooling, LLC harmless from any issues arising from warranty claims or registration processes.
  2. Written Deficiencies: To initiate any warranty claims, return requests, or disputes, Clients must submit any “written deficiencies” within fourteen (14) days of service, repair, or installation. “Written deficiencies” include, but are not limited to:
    1. Description of the Issue: A clear and detailed description of the problem or defect observed.
  3. Cedar Heating & Cooling, LLC offers a (1) year Craftsmanship Warranty – Cedar Heating & Cooling, LLC reserves the right to revoke its voluntary craftsmanship warranty under conditions including, but not limited to, late or non-payment, disputes regarding the nature of the work performed, or Client requests for work that deviates from Cedar Heating & Cooling, LLC’s professional recommendations.
  4. Refunds and Returns: Generally, refunds or returns are not permitted; however, should Cedar Heating & Cooling, LLC grant a return at its discretion, such returns may be subject to a restocking fee of fifteen percent (15%) of the quoted or invoiced price, in addition to any applicable return shipping charges. Special order components are non-returnable for any reason.
  5. Cedar Heating & Cooling, LLC shall not be held liable for any labor costs, material costs, or any other expenses associated with warranty repairs that are not fully covered by the manufacturer’s warranty. It is acknowledged that, in certain circumstances, the manufacturer may only cover specific components, parts, none or a portion of labor, or may provide coverage solely for unit replacement without including the complete & total labor & material costs. Any costs incurred beyond what is reimbursed or approved to Cedar Heating & Cooling, LLC, LLC by the manufacturer’s warranty shall be the sole responsibility of the client regardless of age of equipment or date of installation.

Craftsmanship Warranty –

Cedar Heating & Cooling, LLC, offers a (1) Year Craftsmanship Warrantyon projects, providing clients with assurance regarding the quality of installation services. Cedar Heating & Cooling, LLC is committed to delivering superior quality and excellence in installation services. This Craftsmanship Warranty guarantees that all installation activities are executed with care. This warranty specifically addresses defects arising from the installation process.

  1. Cedar Heating & Cooling, LLC offers a (1) year Craftsmanship Warranty – Cedar Heating & Cooling, LLC reserves the right to revoke its voluntary craftsmanship warranty under conditions including, but not limited to, late or non-payment, disputes regarding the nature of the work performed, or Client requests for work that deviates from Cedar Heating & Cooling, LLC’s professional recommendations.

Coverage:

  • Defects in Installation: Any improper installation of materials that results in a defect for no more than (1) year from date of installation, repair, or service.

Exclusions:

  • Material Issues: Any concerns or defects arising from the materials, parts, equipment, or components themselves.
  • External Damage: Damage attributable to external factors including, but not limited to, adverse weather conditions, misuse, normal wear and tear, or failure to perform regular maintenance.

All claims under the “Craftsmanship Warranty” must be submitted directly to Cedar Heating & Cooling, LLC. Cedar Heating & Cooling, LLC retains the sole discretion to determine the eligibility for this voluntary warranty on a project-by-project basis.

Subcontracting

Cedar Heating & Cooling, LLC, LLC reserves the right to engage subcontractors to perform any portion of the project. All payments arising from such subcontracting shall be remitted directly to Cedar Heating & Cooling, LLC and shall be governed by the same payment terms applicable to all services rendered. The Client acknowledges that Cedar Heating & Cooling, LLC remains the principal contractor and is solely responsible for all obligations concerning the subcontracted services.

  1. Subcontractors Limitation of Warranties/Liability: Cedar Heating & Cooling, LLC does not provide warranties or accept liability for products or services rendered by subcontractors, specifically licensed electrical or plumbing contractors. Clients are limited to any warranties or liabilities, if available, offered directly by such subcontractors.

Workplace Environment / Client Responsibility / Condition of Property

  1. Client Responsibilities: The Client is responsible for ensuring that the worksite is safe and accessible for Cedar Heating & Cooling, LLC, LLC to perform its services. This includes relocating any personal belongings, furniture, or obstacles that may hinder the execution of work.
  2. Reporting Property-Related Concerns: Prior to the commencement of any work, the Client must report any property-related concerns that may affect the project, including but not limited to:
    1. Structural Integrity Issues: Any known issues with the property’s structure that may pose risks during service delivery.
    1. Existing Damages: Any pre-existing damage to the property that could be relevant to the work to be performed.
    1. Utility Accessibility: Availability and condition of electrical, plumbing, or water resources needed for the project.

The Client should communicate these concerns in writing to Cedar Heating & Cooling, LLC at least five (5) business days prior to the scheduled commencement of work. This communication should include a detailed description of the concerns and any relevant documentation or photographs that may assist in understanding the situation.

  • Indemnification: Cedar Heating & Cooling, LLC disclaims any liability for injuries or damages arising from worksite hazards associated with the use of equipment during the provision of services. The Client acknowledges that Cedar Heating & Cooling, LLC may employ potentially hazardous equipment, including extension cords, trip & fall hazards, power tools, etc. and agrees to indemnify and hold harmless Cedar Heating & Cooling, LLC from any claims or injuries that may arise from the project or the use of such equipment.
  • Access to Utilities: Cedar Heating & Cooling, LLC may require access to electrical and water resources located on the property. The Client acknowledges and agrees that Cedar Heating & Cooling, LLC shall not be liable for any damages resulting from the utilization of such resources, including but not limited to electrical malfunctions, plumbing issues, or any consequential damages thereof.
  • Responsibility for Damages: The Client assumes full responsibility for any damages or injuries that may occur following the use of facility resources, including but not limited to fire, flood, mold, electrocution, or death. Furthermore, Cedar Heating & Cooling, LLC shall not be liable for any claims of damage or injury when granted access to the property in the absence of the Client.

Workplace Intimidation / Harassment

Cedar Heating & Cooling, LLC, LLC enforces a stringent zero-tolerance policy regarding any threatening, harassing, or inappropriate behavior—whether verbal or physical—directed toward its employees or associates. Any occurrence of such conduct may result in the immediate suspension of the project until the matter is adequately resolved. It is expressly understood that the termination of the project under these circumstances shall not affect the Client’s payment obligations as delineated in this Contract.

Limitation of Liability

  1. Acknowledgment of Limitations: The Client acknowledges that they have read and understood the limitations of liability as set forth in this section. The Client agrees to these limitations as a condition of engaging in services provided by Cedar Heating & Cooling, LLC, LLC.
  2. Exclusion of Damages: Cedar Heating & Cooling, LLC, LLC expressly disclaims any liability for indirect, incidental, special, consequential, reliance, or cover damages, including but not limited to loss of profits or revenue, incurred by the Client or any third party, regardless of whether such parties have been informed of the potential for such damages.
  3. Maximum Liability: Furthermore, the maximum liability of Cedar Heating & Cooling, LLC for any claims arising from its services shall be limited to the total amount paid by the Client to Cedar Heating & Cooling, LLC during the twelve (12) month period immediately preceding the claim. This limitation of liability shall apply to all claims, whether arising in contract, tort (including negligence), or otherwise, to the fullest extent permitted by applicable law.
  4. Client Acceptance: By entering into this agreement, the Client accepts and agrees to these limitations on liability, acknowledging that they are a fundamental aspect of the contractual relationship between the Client and Cedar Heating & Cooling, LLC.

Quotations / Projects

  1. A 50% deposit is due prior to project commencement. The remaining balance is due the same day of completion. *Special Payment Terms listed within the quotation supersede any payment terms stated in this section.
  2. Validity of Quotations: Quotations issued by Cedar Heating & Cooling, LLC are valid until Cedar Heating & Cooling, LLC withdraws the quotation. The details contained within a quotation represent the comprehensive scope of work and shall supersede any prior agreements or understandings between the parties. By approving a quotation, the Client acknowledges that they have thoroughly reviewed and understood its contents, including this Contract.
  3. Client-Initiated Changes: The Client acknowledges that any changes to the project scope initiated by the Client may result in adjustments to the original quotation. Such changes may include, but are not limited to, alterations in design, additional services, or modifications to the materials requested. If the Client requests changes to the scope of work, Cedar Heating & Cooling, LLC will provide a revised quotation reflecting the new scope, including any additional costs. Work shall not proceed on the modified scope until the revised quotation is accepted by the Client.
  4. Responsibility for Accuracy: The Client assumes full responsibility for verifying the accuracy and completeness of all products and services listed in the original quotation. Cedar Heating & Cooling, LLC disclaims any warranties or guarantees regarding specific timelines or completion dates unless such details are expressly stated in the quotation or invoice; any such timelines remain subject to Cedar Heating & Cooling, LLC’s sole discretion. Due to the inherent variability in the HVAC industry, any equipment, materials, or services not explicitly enumerated in the quotation shall be deemed excluded from the contractual agreement.
  5. Project Scheduling: For projects governed by a defined schedule, the Client is required to provide Cedar Heating & Cooling, LLC with a comprehensive schedule via email or certified mail that includes, but is not limited to, the anticipated completion date and the timeline for HVAC services, along with all other associated trades involved in the project. In the absence of the submitted schedule, Cedar Heating & Cooling, LLC shall not be liable for guaranteeing any completion dates or timeframes.
  6. Project Termination: If the project remains incomplete for a period of one hundred eighty (180) days following its commencement due to delays attributable to the Client—such as, but not limited to, protracted approvals, delayed construction practices, or modifications to the project scope—the original quotation may be subject to termination. In such cases, any outstanding work will be addressed through a new quotation or billed on a time-and-materials basis. Furthermore, any payments previously made to Cedar Heating & Cooling, LLC for the original quotation may be forfeited.
  7. Withdrawal of Quotations: Cedar Heating & Cooling, LLC reserves the unequivocal right to withdraw from any quotation or project estimate at its sole discretion and at any time. In such an event, Cedar Heating & Cooling, LLC may, at its discretion, refund any payments made by the Client for work that has not yet commenced.
  8. Manual Calculations: It is further acknowledged that Manual D, J, and S calculations are not inherently included with every installation or replacement service. Any requests for such calculations must be expressly made prior to the quotation process and may incur additional charges.

Effectual Legal Agreement

These Contract shall bind the successors and assigns of both Cedar Heating & Cooling, LLC, and the Client. The Client shall not assign any rights or obligations under this Contract without the prior written consent of Cedar Heating & Cooling, LLC

Litigation arising under these Contract shall proceed on an individual basis; class actions are expressly prohibited. Any modifications to these Contract must be made in writing and signed by the party to be charged. A waiver of any provision of these Contract shall not be construed as a waiver of any subsequent breach.

Cedar Heating & Cooling, LLC shall not be liable for any delays or failures to perform its obligations under these Contract due to circumstances beyond its reasonable control.

Should any provision of these Contract be found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law. All provisions shall survive the termination of any business relationship between Cedar Heating & Cooling, LLC, and the Client.

Cedar Heating & Cooling, LLC reserves the right to amend these Contract at its discretion by posting updated versions on its website or providing them upon the Client’s request, or providing them in future quotations or documents. Continued engagement in business with Cedar Heating & Cooling, LLC following such amendments shall signify the Client’s acceptance of the revised Contract.

Governing Law and Jurisdiction

Any disputes arising from this Contract shall be resolved in the appropriate federal or state court located in Flathead County, Montana, at the sole discretion of Cedar Heating & Cooling, LLC. The Client hereby consents to such jurisdiction and waives any objections related thereto.

Indemnification Clause

The Client agrees to indemnify, defend, and hold harmless Cedar Heating & Cooling, LLC, LLC, its officers, employees, agents, and affiliates from and against all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorney fees, arising out of, or related to:

  1. Any injuries to persons or damage to property that occur because of the Client’s actions or omissions, including but not limited to the relocation of property or items.
  2. Any claims related to the use of equipment or materials provided by Cedar Heating & Cooling, LLC in connection with the services rendered.
  3. Any disputes arising between the Client and any third parties, including but not limited to contractors, subcontractors, or other service providers.
  4. Any breach of these Contract by the Client; and
  5. Any failure by the Client to follow applicable laws, regulations, or ordinances.

This indemnification obligation shall survive the termination of the business relationship between Cedar Heating & Cooling, LLC, and the Client.

Force Majeure Clause

Cedar Heating & Cooling, LLC, LLC shall not be held liable for any failure to perform its obligations under these Contract if such failure is due to a Force Majeure event. For purposes of this clause, “Force Majeure” shall include, but is not limited to, the following events:

  1. Natural Disasters: Fires, floods, earthquakes, hurricanes, tornadoes, severe storms, or other acts of nature.
  2. Labor Disputes: Strikes, lockouts, labor disputes, or any other events that disrupt the normal functioning of labor forces.
  3. Government Actions: Acts of government, changes in laws, regulations, or policies, including embargoes, trade restrictions, or other governmental actions.
  4. Supply Chain Disruptions: Delays in obtaining necessary materials, equipment, or services due to unforeseen circumstances, including but not limited to shortages or transport disruptions.
  5. Pandemics or Epidemics: Outbreaks of infectious diseases or public health emergencies that impede normal business operations.
  6. Civil Disturbances: Riots, wars, terrorist acts, or any other forms of civil unrest.
  7. Power Failures: Electrical outages, internet disruptions, or other utility failures that prevent the performance of services.

In case of a Force Majeure occurrence, Cedar Heating & Cooling, LLC shall promptly notify the Client of the nature of the event and its expected duration. The obligations of Cedar Heating & Cooling, LLC shall be suspended for the duration of the Force Majeure event, and the timeline for performance shall be extended accordingly.

Termination Clause

  1. Termination by Cedar Heating & Cooling, LLC: Cedar Heating & Cooling, LLC (“Company”) reserves the right to terminate this Agreement at any time, with or without cause. In the event of termination, the Company shall provide the Client with written notice of termination at least seven (7) days prior to the effective termination date. The notice may be delivered by email, postal mail, or any other method agreed upon by the parties.
  2. Consequences of Termination: Upon termination of this Agreement, the Client shall remain liable for all payments due for services rendered and materials provided up to the effective termination date. Following termination, the Company shall have no further obligations to perform services or provide materials unless otherwise agreed in writing.
  3. Client Termination Rights: The Client acknowledges that they do not have the unilateral right to terminate this Agreement for any reason. Any termination initiated by the Client must be approved in writing by both an authorized representative of Cedar Heating & Cooling, LLC (such as an owner or CEO) and the Client. Any request for termination must be submitted in writing and is subject to the approval of both parties.

Controlling Terms

The provisions contained herein shall take precedence over any conflicting terms found in purchase orders or other documents submitted by the Client. Any differing or additional terms proposed by the Client shall be considered unenforceable and non-binding. This agreement constitutes the complete and exclusive understanding between the parties, and no oral agreements shall have the effect of modifying its terms. In the absence of a physical signature, verbal authorization shall likewise serve to bind the Client to this Contract.

This decree applies to all parties, including but not limited to, buyers, purchasers, patrons, customers, consumers, landlords, owners, tenants, agents of owners, business representatives, general contractors, and holders of power of attorney.