Terms & Conditions
Governing all service agreements & estimates
The following terms and conditions govern the services provided by MW Industrial under any estimate, proposal, or service agreement. By accepting an estimate or authorizing work, the Customer agrees to be bound by these terms.
1. Access & Working Hours
MW Industrial shall be permitted free and timely access to all areas and equipment requiring service, and shall be permitted to start and stop equipment as necessary to perform the contracted services. All work performed under this Agreement shall be performed during MW Industrial’s normal working hours unless otherwise agreed in writing. Any work requested outside of normal working hours shall be subject to applicable overtime and premium rates.
2. Payment Terms
Customer agrees to pay all invoices within thirty (30) days of the invoice date. If payments become sixty (60) days or more past due, MW Industrial may, at its sole discretion, stop all work under this Agreement without further notice and/or cancel this Agreement. Upon such cancellation, the entire remaining contract amount shall become immediately due and payable. Past-due balances shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by California law, whichever is less. If MW Industrial must commence legal action to recover amounts payable under this Agreement, Customer shall be liable for all reasonable costs of collection, including court costs and attorney’s fees.
3. Alterations & Extra Work
Alterations or deviations from this Agreement involving additional services, materials, or labor shall constitute an extra charge over and above the sum of this Agreement. No additional work shall be performed without a written change order signed by both parties, except in cases of emergency where delay could cause damage to persons or property. Customer shall be responsible for all applicable taxes on additional services or materials.
4. Change in Level of Service
In the event that Customer desires to change the level of services provided by MW Industrial during the term of this Agreement, Customer shall provide MW Industrial with written notice specifying the services to be revised. The parties shall meet promptly thereafter to discuss and agree on an appropriate adjustment of the fees to reflect the change in the level of service. Any such adjustment shall be documented in a written amendment signed by both parties.
5. Force Majeure
MW Industrial shall not be liable for any loss, damage, or delay caused by the unavailability of equipment, materials, or machinery; shipping delays; supply chain disruptions; labor actions; lockouts; civil authority; insurrections or riots; pandemics or epidemics; government orders or regulations; action of the elements; acts of nature; or any other force or cause beyond its reasonable control. MW Industrial shall notify Customer promptly of any force majeure event and shall use reasonable efforts to mitigate its effects.
6. Exclusion of Consequential Damages
MW Industrial shall not be responsible for loss of use, loss of profit, increased operating or maintenance expenses, claims of Customer’s tenants or clients, or for any special, indirect, incidental, or consequential damages of any kind, regardless of the form of action, whether in contract, tort, strict liability, or otherwise.
7. Limitation of Liability
MW Industrial’s total aggregate liability for any and all injuries, claims, losses, expenses, or damages arising out of or in any way related to this Agreement, from any cause or causes including, but not limited to, negligence, errors, omissions, strict liability, breach of contract, or breach of warranty, shall not exceed the total amount paid under this Agreement during the twelve (12) months preceding the claim, or Fifty Thousand Dollars ($50,000), whichever is less. Any legal action relating to this Agreement must be commenced within the applicable statute of limitations under California law.
8. Safety Data & Hazard Notification
Customer shall supply MW Industrial with all pertinent Safety Data Sheets (SDS) in accordance with OSHA’s Hazard Communication Standard (29 CFR 1910.1200) and Cal/OSHA requirements. Customer shall notify MW Industrial of any areas in the subject facility that may present a hazard of any type to MW Industrial’s employees, agents, or subcontractors, including but not limited to the presence of hazardous materials, confined spaces, or energized systems.
9. Independent Contractor
MW Industrial, in performing the services under this Agreement, is and shall be considered for all purposes to be an independent contractor of Customer, with MW Industrial having exclusive control over its employees and agents engaged in the performance of the services. MW Industrial is solely responsible for determining the terms and conditions of employment between itself and its employees and agents, including hiring, termination, hours of work, rates and payment of compensation, and for the payment, reporting, collection, and withholding of all taxes and similar contributions. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.
10. Hazardous Materials
MW Industrial’s obligations under this Agreement do not include the identification, testing, removal, encapsulation, or abatement of asbestos, asbestos-containing materials, lead-based paint, mold, or other hazardous substances. If such materials are encountered or reasonably suspected, MW Industrial’s sole obligation shall be to notify Customer of their presence. MW Industrial shall have the right to immediately suspend work until such materials and any resultant hazards are removed or abated by a qualified and licensed abatement contractor at Customer’s expense. Any delays caused by such suspension shall not constitute a breach by MW Industrial.
11. Default & Cure
Upon the breach of any obligation under this Agreement by either party, the aggrieved party shall give the defaulting party written notice of such breach, which notice shall specify the exact nature of the breach. The defaulting party shall have a period of thirty (30) days (or such longer period as may be reasonable for the type of breach alleged) to cure such breach. Failure of the defaulting party to cure the breach within the cure period shall permit the aggrieved party to terminate this Agreement upon written notice to the defaulting party. Termination shall not prejudice the aggrieved party’s right to recover damages for such breach.
12. Entire Agreement
This Agreement, together with any exhibits, schedules, and written amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral communications, negotiations, and writings. In the event of any conflict between the terms of this Agreement and those of any other prior or contemporaneous agreements, documents, or communications, the terms of this Agreement shall prevail. This Agreement may be amended only by a written instrument signed by both parties.
13. Indemnification
Customer shall, to the fullest extent permitted by law, indemnify and hold harmless MW Industrial and its employees from and against all claims, damages, losses, expenses, and attorney’s fees arising out of or resulting from performance of work under this Agreement, provided that such claim, damage, or loss is caused in whole or in part by any active or passive act or omission by Customer, employees or agents of Customer, or anyone whose acts Customer may be liable for, regardless whether the cause may partially involve MW Industrial or its employees.
14. Refrigerant Management
This Agreement includes any refrigerant recovery procedures required to perform the maintenance services covered under this Agreement. MW Industrial shall fully comply with all applicable federal and state refrigerant management regulations, including but not limited to Section 608 of the Clean Air Act (42 U.S.C. §7671g), EPA regulations at 40 CFR Part 82, and any applicable California Air Resources Board (CARB) requirements. MW Industrial shall maintain all required EPA certifications for refrigerant handling.
15. Licensing
MW Industrial is a licensed contractor in the State of California. MW Industrial’s California Contractors State License Board (CSLB) license number and classification are available upon request. All work performed under this Agreement shall comply with applicable building codes, mechanical codes, and permit requirements.
16. Insurance
MW Industrial shall maintain, at its own expense, commercial general liability insurance, automobile liability insurance, workers’ compensation insurance as required by California law, and such other insurance as may be required by applicable law or this Agreement. Certificates of insurance shall be provided to Customer upon request.
17. Warranty
MW Industrial warrants that all services performed under this Agreement shall be performed in a good and workmanlike manner, consistent with generally accepted industry standards. Any parts or materials furnished by MW Industrial shall carry only the manufacturer’s warranty. MW Industrial makes no other warranties, express or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose. MW Industrial’s warranty obligation for services shall extend for a period of ninety (90) days from the date of service completion.
18. Dispute Resolution
Any dispute arising out of or relating to this Agreement that cannot be resolved through good-faith negotiation shall be submitted to mediation in Riverside County, California, in accordance with the mediation rules of a mutually agreed-upon mediation service. If mediation is unsuccessful, either party may pursue any remedy available at law or in equity. The prevailing party in any legal action or proceeding arising out of this Agreement shall be entitled to recover its reasonable attorney’s fees and costs.
19. Governing Law & Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Venue for any legal action arising under this Agreement shall be in the courts of Riverside County, California.
20. Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such finding shall not affect the validity of the remaining provisions, which shall continue in full force and effect.
21. Notices
All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by recognized overnight courier to the addresses set forth in this Agreement or to such other address as either party may designate in writing.
22. Assignment
Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that MW Industrial may assign this Agreement to an affiliate or successor entity without Customer’s consent.