Terms and Conditions

 HCS TERMS AND CONDITIONS 1. DEFINITIONS: The following words in quotations will have the following meaning. The word “Agreement” means this “Contractual Agreement” including all the terms  and provisions appearing on each page. The word “Property” means the specific and actual real property location where the work will be performed and identified  by the Buyers’ of the Agreement. The word “Buyers” means a person, business or entity whose name is identified on the first page of this Agreement as one of the  Buyers, or who has signed this Agreement below as a Buyer. The word “Improvement” means the materials and services, cumulatively, described on the first page  of this Agreement to be purchased by the Buyers hereunder and furnished and/or installed at the property. The word “Installation” means the delivery, furnishing,  and Installation of the Improvement on the Property. The word “Seller” means “Heat and Cool Solutions L.L.C.” and includes, for purposes of the Installation, any  contractors hired by Heat and Cool Solutions L.L.C. to perform any part of the Installation. The words “Purchase Price” means the amount of money shown as the  Purchase Price – Balance Due on the first page of this Agreement. The words “Date of Installation” mean the date on which a copy of this Agreement is signed by  one of the Buyers and returned to the Seller. 2. PURCHASE AND SELL: By signing this Agreement, the Buyers agree that they will buy and pay for the improvement. By signing this Agreement, the Seller agrees that,  subject to the other terms and provisions of this Agreement, it will sell and deliver, and arrange for the Installation of the improvement. 3. INSTALLATION: The Installation will begin on or about the day identified on the first page of this Agreement. The Seller may retain one or more contractors of its own choosing to perform all or any parts of the Installation. The Installation will be substantially completed on or about the day identified on the first page of the  Agreement. The Installation will be done under the exclusive direction and control of the Seller. Except as is specifically set forth on the first page of this Agreement,  the Seller will have no responsibility or liability to the Buyers or any other person for performing or obtaining or repairing, on or adjacent to the property, grading,  changes of grade, landslides, settling, landscaping, concrete work, sidewalks, fences, lawns, shrubbery, driveways, drainage, electrical systems, building permits,  zoning, zoning permits, and/or damages caused by ingress or egress of equipment or otherwise. Anything mentioned in paragraph #5 entitled “Buyers’  Responsibilities and Warranty of Title” is not the responsibilities of the Seller. 4. DELAYS: The Seller will use its best efforts to have the start and completion of the Installation occur on the dates shown on the dates shown on the first page of this  Agreement. However, if these dates are approximations and the start and completion of the Installation may be delayed for many reasons including weather, labor  disturbances, scheduling conflicts, transportation interruptions, Acts of God, and many other causes. Therefore, TIME IS NOT OF THE ESSENCE FOR THE START OR  COMPLETION OF THE INSTALLATION. The Seller will not be liable or responsible to the Buyers or any other party if the installation does not start or get completed  on or about the dates shown on the first page of this Agreement. Without limitation of the foregoing, under no circumstances will the Seller be required to start the  installation before five (5) business days have elapsed after the date of this Transaction. 5. BUYERS RESPONSIBILITIES AND WARRANTY OF TITLE: The Buyers are responsible for determining, and informing the Seller of, the desired location and configuration  of the Improvement on the Property. The Buyers are also responsible for the Installation’s compliance with all zoning laws and regulation, set-back requirements  and other restrictions, and observance with property lines. The Buyers will provide access to the property and the Installation site, and will not interfere with, hinder  or delay the Installation by the Seller. The Buyers will grade the area around the Installation site so that the surface and subsurface water and drainage will pitch and  flow therefrom, construct retaining walls, furnish all concrete work and landscaping after the improvement is installed, and comply fully with the instruction manuals  delivered to them. The buyers will supple water and/or electricity for appliances desired by the Buyers or required by law, and will remove all access soil, dirt and  sand. Upon completion of the Installation the buyers will sign a completion certificate which will be conclusive evidence the Improvement is in all aspects satisfactory  and that the Improvement has been fully and satisfactorily completed. Without limitation of the foregoing, the use of the Improvement by the Buyers, or their  families or guests, shall also constitute evidence that the Improvement and its Installation are in all respects satisfactory. THE BUYERS WARRANT TO THE SELLLER  THAT THEY OWN, AND HOLD GOOD TITLE TO, THE PROPERTY. 6. CANCELLATION BY BUYER NOT PERMITTED: Buyers may not cancel, revoke, rescind, or otherwise terminate the Agreement at any time after midnight of the third  (3rd) day after the Date of Transaction. An attempt by the Buyers to terminate this Agreement will conclude any oral or written statement by the Buyers that they  do not desire the Seller to complete the Installation, and/or that the Buyers will not and/or cannot pay the Purchase Price in full. In such case, the Seller may, at its  sole option and without further notice to or consent by the Buyers, deem the buyers to be in default of this Agreement, and Seller will have all the rights described  in paragraph 9 hereof Except as set forth in the “Notice of Cancellation” herein, THE SELLER DOES NOT PERMIT OR ALLOW REFUNDS OF ANY NATURE AT ANY TIME. 7. PAYMENT: The Purchase Price is due and payable in full upon completion of the Installation. If the Purchase Price is not paid in full within thirty (30) days of the day  when due, then finance charges will begin to accrue on the unpaid balance at the rate of one percent (1%) per month. At any time after the Date of this Transaction  3 the Seller may cancel and revoke this Agreement (and have all the rights set forth in subparagraphs (c), (d) and (e) of paragraph 9 hereof) if either: a) it appears in  the reasonable exercise of the Seller’s judgement that the buyers cannot pay cash for payment in full of the Purchase Price, or b) a commitment from a responsible  financial institution to finance payment in full of the Purchase Price, which commitment and institution are acceptable in all ways to the Seller, has not be obtained  within three (3) days of the Date of this transaction. THE SELLER IS NOT RESPONSIBLE IN ANY WAY FOR OBTAINING FINANCING OF ANY SORT FOR THE BUYERS’  PAYENT OF THE PURCHASE PRICE.  8. SECURITY: Until the Seller has received the full payment of the Purchase Price, all portions of the Improvement, whether or not delivered or installed, will remain the  property of the Seller. The Buyers hereby grant to the Seller a security interest in any down payment, deposit or the monies received by the Seller before the substantial  completion of the Installation. 9. BUYERS’ DEFAULT AND SELLER’S REMEDIES: This Agreement will be in default if the Buyers violate or fail to perform or observe any of the provisions of this Agreement,  or if one of the Buyers: dies; or suffers or initiates the filing of a case under federal or state bankruptcy or insolvency laws; or suffers the filing of a judgement, tax lien  or other lien on the Property. Upon the occurrence of a default, the entire Purchase Price will become due and payable immediately, and without notice or demand  to the Buyers, Seller may exercise or pursue any remedy available to it pursuant to law or this Agreement including, without limitation: (a) commencing a lawsuit  against the Buyers for all the Seller’s actual, consequential and incidental damages; (b) retaining or applying any down payment, deposit or other monies previously  received by the Seller; (c) cancelling or stopping shipment or delivery of the Improvement; (d) ceasing and/or discontinuing any and all work for other services for the  Installation; € entering upon the Buyers’ property and removing the Improvement; (f) asserting a claim against the Buyers and/or any other liable party for liquidated  damages of thirty percent (30%) of the total Purchase Price instead of other damages; and/or (g) pursuing any other remedy available to the Seller pursuant to law or  pursuant to this Agreement. The Buyers will be required to pay to the Seller all of the Seller’s costs and expenses which it may incur in enforcing its rights hereunder,  including reasonable attorneys’ fees. Moreover, if the purchase Price is not paid in full, the Seller may have a claim against the Buyers which may be enforced against  the Property pursuant to the applicable lien laws. 10. WARRANTIES: THE SELLER MAKES NO WARRNTY OF THE MERCHANTABILITY OR FITNESS, NOR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, AS TO THE  IMPROVEMENT OR THE INSTALLATION, OR THE QUALITY, CONDITION OR PERFORMANCE THEREOF. A MINOR COSMETIC DAMAGE THAT DOEST NOT SUBSTANTIALLY  IMPAIR THE PERFORMANCE OF THE INSTALLATION OR EQUIPMENT WILL NOT BE CAUSE FOR REPLACEMENT THE SELER MAY REFUND A SMALL AMOUNT  COMENSURATE WITH THE AMOUNT OF DAMAGES AFTER RECEIVING THE FINAL PAYMENT IN FULL. THE SELLER WILL NOT BE LIABLE OR RESPONSIBLE TO THE BUYERS  OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL OR INCIDENTAL OR ECONOMIC DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR  BUSINESS, COST OF RENTAL OR SUBSTITUTE EQUIPMENT OR GOODS, OR LOSS OF USE OR ENJOYMENT OF ANY PROPERTY. THE SOLE AND EXCLUSIVE REMEDY AND  RECOURSE OF THE BUYER S OR ANY PERSON FOR ANY CLAIM OR COMPLAINT WHETHER IN CONTRACT OR TORT ARISING FROM THIS AGREEMENT OR THE QUALITY,  CONDITION OR PERFORMANCE OF THE IMPROVEMENT, OR THE INSTALLATION, SHALL BE LIMITED EXCLUSIVELY TO THE MANUFACTURER THEREOF AND/OR ANY  WARRANTY, LIMITED OR OTHERWISE, MADE, CREATED OR ISSUED BY THE MANUFACTURER. UDER NO CIRCUMSTANCES WILL ANY LIABILITY OF THE SELLER TO THE  BUYERS OR TO ANY OTHER PERSON OR ENTITY, WHETHER IN CONTRACT OR TORT OR OTHERWISE, ARISING FROM THIS AGREEMENT OR THE QUALITY, CONDITION  OR PERFORMANCE OF THE IMPROVEMENT OR THE INSTALLATION EXCEES THE AMOUNT OF THE PURCHACE PRICE OF THE GOODS, SERVICE OR INSTALLATION  ACTUALLY PAID BY THE BUYERS TO THE SELLER HEREUNDER. 11. NOTICES: THE SELLER MAY DEPOSIT WITHIN FIVE (5) DAYS OF RECEIPT ANY DOWN PAYEMENT, DEPOSIT OR OTHER MONIES IT RECIEVES BEFORE SUBSTANCIAL  COMPLETION OF THE INSTALLATION IN ANY ESCROW ACCOUNT OR BANK LOCATED IN NEW YORK STATE. IN LIEU THEREOF, THE SELLER MAY POST A BOND, INDEMNITY  AGREEMENT, OR LETTER OF CREDIT WITH THE BUYERS GUARENTEEING THE RETURN OR PROPER APPLICATION OF SUCH MONIES TO THE PURPOSES OF THIS  AGREEMENT. THE BANK AT WHICH THE SELLER MAY DEPOSIT ANY SUCH MONIES IN ESCROW IS BANK OF AMERICA, 2334 JAMES STREET, SYRACUSE, NY 13206. ANY  CONTRACTOR, SUBCONRACTOR, OR MATERIALMAN WHO PROVIDES GOODS OR SERVICES PURSUANT TO YOU, YOUR HOME, BUSINESS OR ENTITY BY CONTRACT AND  WHO IS NOT PAID MAY HAVE A VALID LEGAL CLAIM AGAINST YOUR PROPERTY KNOWN AS A MECHANICS LIEN. ANY MECHANICS LIEN FILED AGAINST YOUR PROPERTY  MAY BE DISCHARGED. PAYMENT OF THE AGREED-UPON PRICE UNDER THE CONTRACT PRIOR TO FILING OF A MECHANIC’S LIEN MAY INVALIDATE SUCH LIEN. THE  OWNER MAY CONTACT AN ATTORNEY TO DETERMINE HIS RIGHTS TO DISCHARGE A MECHANIC’S LIEN. 12. GENERAL: No delay or failure of the Seller to exercise any right or remedy or to insist upon strict performance of any provision hereof will operate as a waiver thereof.  The rights and remedies granted hereunder will be cumulative in nature and no exercise of any right or remedy will preclude any further exercise thereof or of any other right or remedy. His Agreement may not be amended or terminated without a writing signed by the Seller. This Agreement shall be construed, interpreted and  enforced pursuant to the laws of the State of New York. This Agreement constitutes the complete and entire agreement and understanding of the parties concerning  the sale and purchase of the Improvement. There are no statements, agreements or representations made by the Seller concerning the Improvement or its sale or  the Installation which do not appear in writing in this Agreement and the Buyers do not rely on any.