General Terms & Conditions
1. Scope of Terms and Conditions
These Terms and Conditions constitute a binding contract between (“Customer”) and COOLEX MISR (“Seller”) and are referred to herein as either “Terms and Conditions” or this “Agreement.” Customer accepts these Terms and Conditions by making a purchase from or placing an order with Seller or engaging Seller to perform or procure any services. These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on Seller’s Site at the time Customer signs the Installation Proposal will govern, unless otherwise agreed in writing by Seller and Customer.
2. Payment Terms
Customer shall pay Seller according to the terms contained in the proposed quotation.
In case of currency devaluation or aggressive inflation, Seller will have the right to ask for price adjustment and will be required to justify the price increase through market price change analysis.
3. Zoning and Permits
Customer agrees to secure the site environment and all related permits. Seller assumes no responsibility for violation of zoning rules/laws.
4. Change Orders
During the progress of the work under this Agreement, if Customer should order extra work not specified in the Agreement, Seller may require such extra work to be considered an agreement separate and aside from this Agreement and may require payment for said extra work in advance.
5. Work Schedule
Work shall be completed within a reasonable time. Performance of this Agreement is subject to labour strikes, fires, acts of war or terrorism, acts of God, adverse weather conditions not reasonably anticipated, unusual delays in transportation, Seller’s ability to obtain materials, and/or any cause beyond Seller’s control.
6. Substitutions
Should Seller be unable to obtain any material(s) specified in the Agreement or any Change Order, Seller shall have the right at its sole discretion to substitute comparable materials and such substitution shall not affect the Contract Price.
7. Excess Materials
Extra materials left over upon completion shall be deemed Seller’s property, and Seller may enter upon the Property’s premises to remove excess material(s) at all reasonable hours.
8. Supervision Responsibility
Seller shall supervise and direct the work at Customer’s Property, using reasonable skill and attention. Seller shall be solely responsible for the construction means, methods, technique, sequences, and procedures for all work performed at Customer’s Property pursuant to this Agreement. Customer shall not interfere with Seller’s work forces or Seller’s subcontractors.
9. Limited Warranty
Seller shall provide Customer with a limited warranty on service and labour for the duration set forth in the signed contract, beginning on the date of completion of services against defects in the quality of workmanship and/or materials (“Warranty Period”). Seller shall not be liable during or following the Warranty Period for any: (a) damage due to ordinary wear and tear or abusive use; (b) damage due to use of the equipment beyond the design temperatures; (c) defects that are the result of characteristics common to the materials used; (d) loss, injury or damages caused in any way by the weather elements; (e) conditions resulting from condensation on, or expansion or contraction or, any materials; (f) any water leak, blockage, freezing, or other malfunction; and/or (g) air leaks arising from structural deficiencies within existing supply/return ducts or transitions.
Seller is not responsible for any warranties provided by the manufacturer. Seller makes no warranty to Buyer regarding materials and/or equipment installed (other than a warranty of title), and Seller authorizes no third person or party to assume any warranty obligation or liability on Seller’s behalf. The only warranties applicable to the materials and/or equipment installed are those, if any, extended by the respective manufacturer that shall furnish to Buyer any and all applicable warranty documents. Seller hereby assigns to Buyer, without recourse, any applicable warranties extended to Seller.
Under no circumstances shall Seller be liable to Customer for loss of time, loss of use, inconvenience, or any other incidental or consequential damages that may arise from this Agreement.
Unauthorized repairs or attempted repairs shall void this warranty entirely.
10. Design Conditions
Seller is not responsible for cooling/heating beyond the provided products Manual. Seller is not responsible for any problems incurred due to incorrect information provided by Customer at the time of consultation and load calculation. If Customer does not authorize Seller to conduct its own testing to determine load calculations, all insulation values, Seller shall size the new HVAC system based on the size of the existing HVAC system. In such case, Seller shall not be responsible for problems caused by over sizing or under sizing.
11. Performance or Condition of Existing Equipment
Seller is not responsible for the performance, functionality, or compatibility of existing equipment, ductwork, duct board, controls, or other equipment/materials that is not replaced during a job installation and that Customer agrees to keep in place. In the event that the system fails to operate properly, the Warranty service will only cover the newly installed equipment, controls, or materials, as well as our workmanship. In the event that an existing piece of equipment prevents the proper start up or operation of the new equipment or system, Customer assumes all responsibility for any additional service charges that may be incurred.
12. Paint, Patchwork, and Repairs
Seller is not responsible for any painting, patchwork, or repair work that may be required following modification/installation work unless stated in the contract.
13. Confidentiality
Both (i) Seller shall keep confidential any information disclosed by the customer and (ii) Customer shall keep confidential any information disclosed by Seller on: its business, organisation, finances, processes, specifications and technology unless it was (i) held by Seller prior to the agreement of these T&Cs, (ii) it is already within the public domain, (iii) was received from a third party or (iv) Seller is required to disclose under a law or regulation.
Seller reserves the right to use performed jobs general materials for sales and marketing purposes. This information will be used without sharing any confidential information.
14. Indemnification
Customer shall indemnify, defend, and hold harmless Seller and its respective directors, officers, employees, agents, sureties, subcontractors, and suppliers from and against any and all losses, costs, expenses, damages, injuries, claims, demands, obligations, liabilities, judgments, fines, penalties, interest and causes of action, including without limitation administrative and legal costs and reasonable attorney's fees, involving the following: (a) injury or death to any person, or damage to or destruction of any property (including loss of use thereof), except to the extent caused by the sole negligence or intentional misconduct of Seller; and (b) any failure of the Customer to comply with the requirements of the Agreement.
15. Risk of Loss
Risk of loss shall pass to the Customer upon delivery of materials and equipment to Customer’s Property. Seller shall not be responsible for any loss due to fire, theft, vandalism, and/or malicious mischief once delivered to Customer’s Property. Customer shall assume all responsibility for any such loss and Customer shall maintain insurance coverage to protect against such loss.
16. Performance
If Customer fails to perform any of Customer’s obligations herein or if Seller, in good faith, believes that the prospect of payment or performance to be impaired, Seller may upon seven (7) days written notice to Customer terminate this Agreement while retaining all rights to get paid the full amount of work performed plus reasonable overhead and profit, interest, attorneys’ fees, and other charges due and unpaid.
17. Collections
If amounts owing under this Agreement are not paid within thirty (30) days, Customer agrees to pay a late charge on any outstanding balance at two per cent (2%) per month on the unpaid amount calculated from the date payment was due. Customer will be deemed to have accepted Seller’s performance as complete under this Agreement unless Customer notified Seller in writing otherwise within thirty (30) days of substantial completion. Should Seller retain the assistance of a third party, including without limitation an attorney, to assist with collection of unpaid amounts due and owing, Customer agrees to pay Seller’s costs associated therewith including without limitation reasonable attorneys’ fees, court costs, and interest at the maximum legal rate.
18. Entire Agreement
This Agreement constitutes the entire agreement between Customer and Seller. No agreements, representations, or warranties other than those specifically set forth herein shall be binding on any of the parties unless set forth in writing and signed by both parties.
19. Governing Law
This Agreement shall be governed by The Egyptian Law and the parties submit to the exclusive jurisdiction of the Egyptian Courts.
