Terms & Conditions

Applicability.

These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of all equipment, parts, components and materials (as applicable) (collectively, “Equipment”) and the provision of installation, maintenance or other services (“Services”) by or through 365 Service Partners SMS LLC (dba Stafford Mechanical Services) (“Contractor”) to the customer identified on the accompanying quotation, service agreement or invoice (“Customer”). The combined sale of Equipment and performance of Services by or through Contractor to the Customer being sometimes referred to below as the “Work”. The written estimate or quotation, service agreement or invoice (collectively, the “Quotation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

Performance; Customer Cooperation.

1. Subject to the provisions hereof, Contractor will be obligated to perform only the Services and provide the Equipment and/or Work specifically stated in the Quotation. Contractor shall use reasonable efforts to meet any performance dates to render the Work Services specified in the Quotation, and any such dates shall be estimates only. Contractor will not perform any other work or trade than that which is specified in the Quotation, including, but not limited to, carpentry, electrical, plaster/wall work, tile work, landscaping, masonry, flooring, roofing, or paving, all of which are the responsibility of Customer (this includes the patching of any holes in the premises made by the Contractor in performing its services). Any change or modification to the obligations of the Contractor described in the Quotation must be made by written change order signed by the Customer and the Contractor or as otherwise expressly agreed between the parties.
2. With respect to the Services, Customer shall (i) cooperate with Contractor in all matters relating to the Services and provide such access to Customer’s premises for the purposes of performing the Services; and (ii) respond promptly to any Contractor request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Contractor to perform Services in accordance with the requirements of this Agreement. If Contractor’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer, Contractor shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay. Without limiting the foregoing, projects that require remodeling, design, relocation of items or equipment and coordination with other contractors or subcontractors will require the Customer to hire a general contractor or certified designer at Customer’s cost. Furthermore, any change to plans will be subject to a change order at additional expense to Customer.
3. If conditions and/or circumstances are encountered at the job site which are concealed physical conditions, or unknown physical conditions of an unusual nature, which differ materially from that which is visually ascertained, Customer accepts responsibility for such conditions and agrees to pay for any labor or materials, including repair to damaged equipment of Contractor caused by such conditions and/or circumstances.
4. Except as otherwise set forth in a Quotation, applying for and securing any applicable rebates or incentives is the sole responsibility of Customer. Contractor will provide reasonable assistance to Customer with respect to the same, but will have no liability with respect to Customer’s failure to secure such incentives or rebates.

Price and Payment Terms; Acceptance.

1. Customer will purchase the Equipment, Work and/or Services from Contractor at the price or prices (the “Price”) set forth in the Quotation. Unless otherwise indicated in the Quotation, all Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer and Customer will be solely liable for the same. Unless otherwise stated in the Quotation, prices stated therein are valid for 30 days from the date submitted. Contractor reserves the right to require a deposit to secure performance.
2. Customer shall pay the Price as set forth in the Quotation. Interest is due on all late payments at the lesser of the rate of 1.0% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse Contractor for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Contractor does not waive by the exercise of any rights hereunder), Contractor shall be entitled to suspend its performance if Customer fails to pay any amounts when due hereunder. As collateral security for the payment of the Price and in addition to any other lien or other right of security allowed Contractor under applicable law, Customer hereby grants to Contractor a lien on and security interest in and to all of the right, title, and interest of Customer in, to, and under any Equipment sold by Contractor to Customer hereunder, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the laws of the State wherein the Equipment is installed and Customer hereby authorizes Contractor to file a UCC-1 to evidence the same. Customer shall inspect the Equipment, Work or Services, as applicable, within two (2) days of Contractor informing Customer that its performance is substantially complete (whether orally, in writing, by vacation of the site of the Work or by presentation of a final invoice). Customer will be deemed to have accepted the same unless it notifies Contractor in writing of any nonconforming Equipment, Work or Services (together, “Non-Conforming Work”) during such inspection period and furnishes such written evidence or other documentation as reasonably required by Contractor. If Customer timely notifies Contractor of any Nonconforming Work, Contractor shall, in its sole discretion, (i) replace such Nonconforming Work with conforming Equipment, Work or Service, or (ii) credit or refund the Price for such Nonconforming Work. Customer acknowledges and agrees that the remedies set forth in this Section are Customer’s exclusive remedies with respect to Nonconforming Work; provided, however, the foregoing shall not affect Customer’s warranty rights under Section 4.

Limited Warranty.

1. The Contractor warrants to the Customer that: (i) Equipment furnished under the Contract will be new and of good quality unless otherwise required or permitted by the Quotation; (ii) Work will be free from defects not inherent in the quality required or permitted; and (iii) Services will be provided in a good and workmanlike manner. Unless otherwise set forth in the Quotation, to the extent applicable, it is Customer’s responsibility to register the Equipment and take such other steps as may be necessary to obtain any applicable manufacturer’s material or equipment warranties and Contractor will have no liability or responsibility with respect to the same.
2. Subject to the terms and conditions set forth in these Terms, in the event that defects in the Work, Services or Equipment are discovered by Customer within the Warranty Period (as defined below), Contractor shall, in its sole discretion, either: (i) repair or replace such Equipment (or the defective part), correct the Work or re-perform the Service, as applicable, or (ii) credit or refund the price of such Equipment, Service or Work at the pro rata contract rate provided that, if Contractor so requests, Customer shall, at Contractor’s expense, return such Equipment to Contractor, as applicable. As used herein, “Warranty Period” means for installation of new Equipment, one year from the date of completion of the Work. In all other instances, “Warranty Period” means 90 days from the date of the performance of the Services. The warranties set forth in this paragraph and the preceding paragraph are referred to herein as the “Limited Warranties”.
3. The Contractor shall not be liable for a breach of the Limited Warranties unless: (i) Customer gives written notice of the defective Work, Equipment or Services, as the case may be, reasonably described, to Contractor within ten (10) days of the time when Customer discovers or ought to have discovered the defect; (ii) if applicable, Contractor is given a reasonable opportunity after receiving the notice of breach of the warranty to examine such Work or Equipment; and (iii) Contractor reasonably verifies Customer’s claim that the Work, Equipment or Services are defective. Further, the Contractor shall have no liability to Customer if: (i) Customer makes any further use of such Equipment after giving such notice; (ii) the defect arises because Customer failed to follow Contractor’s or manufacturer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment; or (iii) Customer or anyone else (other than the Contractor) alters or repairs such Equipment or Work without the prior written consent of Contractor. Failure to pay all amounts due to Contractor suspends the Limited Warranties while any undisputed amounts remain unpaid. Customer must take reasonable steps to mitigate damages.
4. EXCEPT FOR THE LIMITED WARRANTIES, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, CONTRACTOR MAKES NO ADDITIONAL WARRANTY WITH RESPECT TO THE WORK, EQUIPMENT OR SERVICES, INCLUDING, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE; (C) ENERGY SAVINGS OR LACK THEREOF; (D) EQUIPMENT NOISE OR ODOR; OR (E) DATA LOSS OR DATA BREACH; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION IS INTENDED TO EXCLUDE, LIMIT, OR MODIFY ANY IMPLIED WARRANTY OR CONSUMER REMEDY THAT CANNOT BE EXCLUDED, LIMITED, OR MODIFIED UNDER APPLICABLE LAW. THE REMEDIES SET FORTH IN THIS SECTION, TOGETHER WITH ANY NON-WAIVABLE RIGHTS UNDER APPLICABLE LAW, SHALL CONSTITUTE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY OR DEFECT IN THE WORK, EQUIPMENT, OR SERVICES.

LICENSE, PERMITS, AND FEES.

Unless otherwise set forth in the Quotation, Customer shall furnish and pay for all government charges with respect to permits and licenses related to any Work or Services performed by or through Contractor for Customer. Except for items specifically set forth in the Quotation, Contractor is not responsible for bringing any existing violations of any applicable codes, laws and/or regulations with respect to Customer’s property into compliance all of which shall be the sole and exclusive responsibility of Customer.

Limitation of Liability.

IN NO EVENT SHALL CONTRACTOR BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE OR DIMINUTION IN VALUE, LOST PROFITS, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. HOWEVER, THIS LIMITATION SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. FURTHER, IN NO EVENT SHALL CONTRACTOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO CONTRACTOR FOR THE EQUIPMENT AND SERVICES SOLD HEREUNDER OR $1,000.00, WHICHEVER IS GREATER. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CONTRACTOR MAKES NO ADDITIONAL WARRANTIES; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION IS INTENDED TO LIMIT ANY NON-WAIVABLE RIGHTS OR REMEDIES OF CUSTOMER UNDER APPLICABLE CONSUMER PROTECTION LAW.

Termination.

1. In addition to any remedies that may be provided under these Terms, Contractor may terminate this Agreement with immediate effect upon written notice to Customer: (i) if Customer fails to pay any amount when due under this Agreement; (ii) if Customer has not otherwise performed or complied with any of these Terms, in whole or in part; (iii) if Customer becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; or (iv) on written notice to Customer for any reason or no reason.
2. Customer may terminate this Agreement upon written notice to Contractor, if Contractor: (i) has not otherwise performed or complied with any of its obligations and does not correct the same within 30 days of written notice of such failure; or (ii) with the written consent of Contractor.
3. In addition to any other remedies available to Contractor at law or in equity, in connection with any such termination under this Section, Customer shall pay Contractor for all work performed up to the date of termination and all equipment or materials ordered by Contractor which cannot be returned to the supplier without penalty.

Force Majeure.

Contractor shall not be liable or responsible to the Customer, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the Contractor’s reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, blizzard, hurricane, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Contractor. In the event that the Contractor’s failure or delay remains uncured for a period of fifteen (15) days following the occurrence of the Force Majeure Event, Contractor may thereafter terminate this Agreement on notice to Customer.

Referrals and Third Party Services.

Customer acknowledges that Contractor may from time to time refer Customer to other service providers or receive referrals from those providers. If Customer is referred to Contractor by a third party, or if Contractor refers Customer to a third party, Contractor may pay or receive a referral fee or other consideration in connection with that referral. Such arrangements are solely between Contractor and the third party and do not affect the Price for the Work, the Services or the Equipment as set forth in the Quotation. Contractor does not control, direct, or guarantee any products, services, or outcomes provided by any third-party service provider. Any interaction, discussion, or potential agreement between Customer and a third-party provider is entirely independent of, and unrelated to, these Terms or any agreement between Customer and Contractor. Contractor shall not be responsible for, and expressly disclaims, any liability arising from the acts, omissions, or representations of any such provider. This disclosure is made in accordance with applicable law which may include the Massachusetts Consumer Protection Act and the Connecticut Unfair Trade Practices Act.

General.

No waiver by Contractor of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Contractor. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Contractor. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement. Contractor may freely assign or subcontract this Agreement or some or all of its rights hereunder. The relationship between the parties is that of independent contractors. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the state wherein the applicable Work was performed (the “Applicable State”) without giving effect to any choice or conflict of law provision or rule (whether of the Applicable State or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Applicable State. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the Applicable State, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Any action by Customer against Contractor or any of its subcontractors arising under or related to this Agreement, the Work, the Services or the Equipment must be commenced by Customer within eighteen (18) months of the date of the occurrence of the acts or omissions giving rise to the applicable claim, otherwise such claim shall be deemed to have been irrevocably waived by Customer. The preparation of this Agreement has been the joint effort of the parties, and the resulting document shall not be construed more severely against one of the parties than the other. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if the deletion of any provision hereof frustrates an essential purpose of this Agreement or material rights of a party, the parties shall seek in good faith alternative and reasonable provisions or arrangements to achieve the same purposes as the invalid, illegal or unenforceable provision.

SMS Messaging Terms & Conditions

By providing your mobile number, you agree to receive text messages from Stafford Mechanical Services, including appointment reminders, service updates, dispatch notifications, and occasional promotional or marketing communications. Message frequency may vary. Message and data rates may apply. You may opt out at any time by replying STOP. For assistance, reply HELP or contact us at 860-684-9420 or email us at [insert support email address].