Terms and Conditions
Terms and Conditions for Iowa All Pro Heating & Cooling.
These terms govern estimates, goods, services, payment, warranties, limitations, and notices for Iowa All Pro Heating & Cooling customers.
Terms and Conditions
These Terms and Conditions apply to the accompanying quote, invoice, estimate, sales order, or other sales confirmation and the sale of goods or provision of services by Iowa All Pro Heating & Cooling.
1. Applicability
The accompanying quote, invoice, estimate, sales order, or other sales confirmation and these terms comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications. These terms govern the sale of goods and provision of services by the seller named on the sales confirmation to the buyer named on the sales confirmation. These terms prevail over any buyer purchase terms unless expressly modified in a writing signed by authorized representatives of both parties.
2. Delivery and services
Goods will be delivered within a reasonable time after receipt of the buyer’s purchase order, subject to availability. Seller is not liable for delays, loss, or damage arising from delay or while goods are in transit. Buyer must cooperate with seller in all matters relating to services, provide reasonable assistance and access, respond promptly to reasonable requests, and comply with applicable laws before and after services are provided. Service dates are estimates only.
3. Title and risk of loss
Title and risk of loss pass to buyer immediately upon delivery of goods by seller or manufacturer to the carrier for shipment. Seller is not responsible for carrier or shipper acts or omissions or for damages while goods are in transit. Buyer grants seller a lien and security interest in the goods and related proceeds as collateral security for payment, including rights available under the Iowa Uniform Commercial Code.
4. Amendment and modification
This agreement may only be amended or modified in a writing that specifically states it amends the agreement and is signed by an authorized representative of each party.
5. Inspection and rejection of nonconforming goods
Buyer must inspect goods upon receipt and is deemed to have accepted them unless buyer promptly, and no later than five business days, notifies seller in writing of nonconforming goods and provides required documentation. Nonconforming goods means only product different from the sales confirmation or product whose label or packaging incorrectly identifies its contents. Seller’s sole remedy may be replacement, credit, or refund for nonconforming goods. Except as stated, all sales are final.
6. Price and payment terms
Buyer shall purchase goods and services at the price set forth in the sales confirmation. Prices exclude sales, use, excise, and similar taxes, duties, and charges, which are buyer’s responsibility except taxes imposed on seller’s income or assets. Buyer shall pay invoiced amounts according to the sales confirmation, or within thirty days from the invoice date if no terms are stated. Late amounts accrue interest and buyer shall reimburse collection and enforcement costs, including attorneys’ fees. Seller may refuse additional orders or suspend goods or services until overdue amounts are paid. Buyer may not withhold payment due to set-off or disputes.
7. No-show or late cancellation
Buyer must be present at the scheduled date and time for services and provide reasonable assistance and access. If buyer is not present, does not provide reasonable access, or cancels with less than twenty-four hours’ notice, buyer will be charged a $149 fee.
8. Work product
Buyer agrees seller may take photographs of the worksite related to goods and services and use those photographs for promotional, marketing, or educational purposes, provided no identifiable personal or property information is disclosed without prior written consent.
9. Buyer representation and warranty
Buyer represents and warrants that buyer has entered into the agreement through a duly authorized representative, that the agreement is binding according to its terms, and that the premises where services are performed are safe, free from hazardous conditions, and comply with applicable laws, regulations, and safety standards.
10. Limited warranty
Seller does not manufacture or control goods and does not provide warranties with respect to goods, though goods may be covered by a manufacturer’s warranty. If buyer does not purchase seller’s Maintenance Plan, seller provides a limited one-year labor warranty following completion of services constituting a new installation of qualifying goods purchased from seller. If buyer purchases and remains continuously enrolled in seller’s Maintenance Plan, seller extends a ten-year labor warranty for qualifying install work under the then-current Maintenance Plan terms. Warranties do not apply to damage caused by improper use, neglect, lack of routine maintenance, force majeure events, parts or equipment not supplied by seller, or parts or equipment serviced by unauthorized third parties. Warranty claims require prompt contact with seller, proof of purchase, proof of Maintenance Plan enrollment when applicable, and a detailed issue description. Except as explicitly provided, all goods and services are provided as-is and with all faults, and seller disclaims warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
11. Limitation of liability
Seller will not be liable to buyer or any third party for loss of use, revenue, profit, consequential, indirect, incidental, special, exemplary, lost-profit, or punitive damages arising out of breach of contract, tort, or otherwise. Seller’s aggregate liability arising out of or related to the agreement will not exceed amounts paid to seller for the goods or services giving rise to the liability.
12. Indemnification
Buyer agrees to indemnify, defend, and hold harmless seller and its affiliates, directors, officers, agents, representatives, employees, contractors, successors, and assigns from losses arising from or related to the goods or services, changes or modifications made by buyer, buyer acts or omissions, the agreement, misrepresentation, breach of warranty, violation of law, breach of covenant, buyer’s premises, unsafe conditions, acts or omissions by buyer or related parties, or equipment, materials, or property provided or controlled by buyer.
13. Termination
Seller may terminate the agreement or Maintenance Plan with immediate written notice if buyer fails to pay amounts due, fails to perform or comply with terms, becomes a credit risk in seller’s sole discretion, becomes insolvent, files for bankruptcy, or becomes subject to bankruptcy, receivership, reorganization, or assignment proceedings. Upon termination, seller has no further obligations and is not required to refund amounts received, and buyer remains obligated for goods, services, and costs arising before termination.
14. Waiver, compliance, force majeure, and assignment
No waiver by seller is effective unless written and signed by seller. Buyer shall comply with applicable laws, regulations, ordinances, and manufacturer instructions related to goods. Seller is not liable for failure or delay caused by events beyond reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, civil unrest, government action, embargo, emergency, labor disruption, utility or transportation shortage, epidemic, pandemic, or similar events. Buyer may not assign rights or delegate obligations without seller’s prior written consent.
15. Disputes and notices
The agreement is governed by Iowa law without regard to conflict-of-law rules. Any legal suit, action, or proceeding must be instituted exclusively in the state or federal courts of Polk County, Iowa, and each party submits to those courts. The parties waive trial by jury in legal proceedings arising out of or related to these terms or the transactions they contemplate. Notices must be in writing and delivered to the addresses on the sales confirmation or later designated addresses by personal delivery, nationally recognized overnight courier, facsimile with confirmation, or certified or registered mail.
16. Severability, survival, and mechanics’ liens
If any term is invalid, illegal, or unenforceable, the remaining terms remain in effect. Provisions that by their nature should apply beyond termination or expiration survive, including compliance with laws, indemnification, limitation of liability, and disputes. Under Iowa law, persons or companies furnishing labor or materials for improvement of real property may enforce a lien upon the improved property if not paid. The Mechanics’ Notice and Lien Registry can be accessed at sos.iowa.gov/MNLR, and a toll-free number is available at 1-888-767-8683.