1. Acceptance; Defined Terms; Commercial Use
These Commercial Terms and Conditions ("Terms") govern all services performed by RSQ HVAC, CORP. ("Company") for the commercial customer identified on the work order, estimate, or invoice ("Customer"). Customer represents and warrants that it is engaging Company solely for a trade, business, or commercial enterprise. Customer accepts these Terms in full by signing the work order or estimate, providing approval to proceed by signature, electronic acceptance, text message, email, or verbal authorization, or by letting Company start work.
"Services" means all diagnostic, repair, maintenance, installation, and related work performed by Company. "Site" means the commercial premises where Services are performed. "Equipment" means the HVAC, refrigeration, and related equipment serviced. "Parts" means all components, materials, refrigerants, and consumables furnished by Company.
2. Estimates; Approvals; Change Orders
2.1 Validity.
Written estimates are valid for thirty (30) days from issuance.
2.2 Authorization to Proceed.
Any of the following constitutes binding authorization: (a) Customer's signature; (b) electronic acceptance; (c) "yes" or comparable affirmative response by text or email; or (d) verbal authorization given to a Company representative on Site by Customer or by any person reasonably appearing to have authority to act for Customer.
2.3 Diagnostic Uncertainty; Concealed Conditions.
Customer acknowledges that HVAC and refrigeration diagnostics are inherently iterative. If additional repairs, parts, or labor are required, Company will notify Customer and proceed only on Customer's authorization.
2.4 Emergency Work.
For after-hours, urgent, or emergency Services, Customer authorizes Company to perform work reasonably necessary to stabilize Equipment and invoice at emergency rates.
2.5 Permits; Code Compliance.
Customer is responsible for obtaining and paying for permits, filings, and DOB, FDNY, and DEP approvals.
3. Payment Terms
3.1 Service and Repair Visits.
Charges are due in full upon completion of the work, on the date the Services are performed.
3.2 Installations; Conditional Early-Payment Incentives.
For installation projects, the full balance is due no later than the final day of installation. Any discount is offered as a conditional early-payment incentive contingent on timely payment in cleared funds. If payment is not received by that date, Company will deliver a written Cure Notice; Customer has forty-eight (48) hours from notice (excluding weekends and observed holidays) to remit. If unpaid after the cure period, the discount is deemed forfeited and the invoice stands at the full undiscounted price plus interest from the original due date.
3.3 Special-Order Parts; Deposits.
Company may require advance payment for special-order Parts. If Customer cancels after Parts are ordered, the deposit becomes non-refundable to the extent of supplier restocking fees and Company's administrative costs.
3.4 Payment Methods.
Payment is by check, ACH, wire transfer, or credit card.
3.5 No Setoff; No Chargebacks; Dispute Window.
Customer will pay all amounts in full without setoff, deduction, counterclaim, recoupment, or withholding. Customer waives any right to initiate a credit-card chargeback, ACH reversal, or bank dispute. Any good-faith billing dispute must be raised in writing to billing@hvacr-nyc.com within fifteen (15) days of the invoice date.
3.6 Sales Tax; ST-124.
Amounts exclude New York State and New York City taxes. For capital-improvement work, Customer must provide Form ST-124 before work begins.
3.7 ACH / Card-on-File Authorization.
Customer authorizes Company to initiate ACH debits or credit-card charges for invoices not paid within ten (10) days after due date, plus interest, fees, and Collection Costs.
4. Late Payment, Interest, and Collection
4.1 Interest.
Amounts not paid when due accrue interest at 1.5% per month (18% per annum). Customer acknowledges this rate is fully enforceable under New York General Obligations Law § 5-501(6).
4.2 Returned Payments.
$50.00 fee per returned payment.
4.3 Suspension and Stop-Work.
After thirty (30) days past due, Company may suspend Services until paid in full.
4.4 Collection Costs and Attorneys' Fees.
Customer will pay all of Company's reasonable attorneys' fees, court costs, filing fees, expert fees, and collection-agency costs, whether or not suit is filed.
4.5 Credit Reporting.
Company may report payment history to commercial credit reporting agencies.
4.6 Mechanic's Lien Reservation.
Nothing waives Company's rights under Article 2 of the New York Lien Law. Under New York Lien Law § 10, a notice of lien for commercial property may be filed within eight (8) months after completion.
5. Title to Unpaid Materials; Security Interest
Title to all Parts and materials remains with Company until paid in full. Company reserves a purchase-money security interest in all Parts and materials and may file UCC-1 financing statements as it deems necessary to perfect this interest.
6. Warranties
6.1 Repair Workmanship Warranty.
Workmanship on repair Services is warranted for thirty (30) days from the Service Visit date.
6.2 Installation Workmanship Warranty.
New installations of furnaces, A/C condensers, heat pumps, and VRF systems carry a three (3) year workmanship warranty conditioned on continued retention of Company for periodic maintenance. If Customer engages another contractor at any time during the three-year period, the installation labor warranty automatically reduces to thirty (30) days from installation date.
6.3 Maintenance Required; Evidence of Service.
Customer will maintain Equipment per manufacturer specifications. Failure voids all warranty coverage.
6.4 Sole Remedy.
Customer's sole remedy is, at Company's option, re-performance of the defective workmanship or refund of the labor portion fairly allocable to the defective work.
6.5 Warranty Exclusions.
No warranty applies to Customer-supplied parts, misuse, pre-existing/latent conditions, failure to maintain, third-party work, refrigerant loss caused by others, non-conforming utilities, building issues, acts of God, vermin, cleaning services, overloading, or causes outside Company's reasonable control.
6.6 No Warranty on Customer-Supplied Parts.
If Customer supplies any part, Company makes no warranty of any kind for that part or related work.
6.7 Disclaimer of Implied Warranties.
6.7 DISCLAIMER OF IMPLIED WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
7. Service Response
For Equipment under active warranty, Company will use commercially reasonable efforts to respond within forty-eight (48) hours of receiving notice from Customer, excluding weekends and observed federal and New York State holidays.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES, THESE TERMS, OR THE EQUIPMENT — WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE — WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO COMPANY FOR THE SPECIFIC SERVICE VISIT OR INSTALLATION GIVING RISE TO THE CLAIM. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, FOOD OR PRODUCT SPOILAGE, INVENTORY LOSS, WATER DAMAGE, MOLD, DAMAGE FROM IMPROPER ELECTRICAL OR UTILITY CONNECTIONS, FIRE, OR LOSS OF GOODWILL, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT IT IS A SOPHISTICATED COMMERCIAL PARTY, THAT THIS LIMITATION REFLECTS THE NEGOTIATED ALLOCATION OF RISK, AND THAT CUSTOMER (AND ITS INSURERS) WAIVE ALL RIGHTS OF SUBROGATION AGAINST COMPANY.
9. Customer Cooperation; Site; Hazardous Materials
9.1 Access.
Customer provides safe, timely, unobstructed access to the Site, Equipment, and necessary working space.
9.2 Hazardous Materials.
Customer discloses all known conditions including asbestos, lead, mold, PCBs. Company is not retained as an environmental contractor.
9.3 Rooftop Access.
Customer provides safe access for rooftop or restricted-area Equipment in compliance with OSHA and NYC DOB requirements.
9.4 Tenant Authority.
Tenant Customers represent they have all required landlord and building approvals, and indemnify Company from related claims.
9.5 Delays.
Delays caused by Customer or third parties are billed at then-current rates including a minimum trip charge.
10. Refrigerants; Recovered Components
Customer pays all charges for refrigerant supplied, recovered, or recycled under EPA Section 608, the AIM Act, and applicable New York environmental regulations. Removed components become Company's property.
11. Insurance Requirements
Customer maintains commercial property, general liability, and business-interruption insurance in amounts customary for businesses of its type and size. Customer's insurance is primary and Customer (and insurers) waive all rights of subrogation against Company.
12. Non-Solicitation of Personnel
During the period Services are performed and for twelve (12) months after, Customer will not solicit, hire, engage, or retain any technician, supervisor, or other employee of Company without Company's prior written consent. If Customer breaches, Customer will pay Company, as liquidated damages and not as a penalty, an amount equal to the solicited individual's annualized base compensation at the time of departure.
13. Force Majeure
Company is not liable for delay or failure caused by acts of God, weather, fire, flood, pandemic, governmental restrictions, civil unrest, labor disputes, transportation disruptions, supply-chain shortages, parts/refrigerant unavailability, manufacturer or carrier delays, utility outages, or critical illness or unavailability of key personnel.
14. Governing Law; Venue; Jury Waiver; Class Action Waiver
14.1 Governing Law.
These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws principles.
14.2 Venue and Jurisdiction.
Exclusive venue is the state or federal courts located in Kings County, New York.
14.3 Jury Waiver.
14.3 JURY WAIVER. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR THE EQUIPMENT.
14.4 Class Action Waiver.
14.4 CLASS ACTION WAIVER. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO ASSERT, PARTICIPATE IN, OR RECEIVE RELIEF FROM ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING. ANY CLAIM MUST BE BROUGHT INDIVIDUALLY.
14.5 Statute of Limitations.
Except for actions to collect amounts due to Company, any claim must be commenced within one (1) year after the claim accrues, notwithstanding any longer limitations period under New York law. This is enforceable under New York CPLR § 201.
15. Entire Agreement; No Customer-Form Terms; Severability
These Terms, together with the work order, estimate, and invoice they are attached to, are the entire agreement. Customer purchase orders, terms of acceptance, vendor portals, accounts-payable terms, or other pre-printed Customer forms have no legal effect; conflicting terms are expressly rejected. If any provision is held unenforceable, it will be modified or severed. Sections 3, 4, 5, 6, 8, 10, 11, 12, and 14 survive completion or termination of the Services.