Residential Installation

Ceiling Fan Installation Service Agreement

 

“Customer” means the person or entity purchasing the ceiling fan and ordering installation services.

 

“Hunter” means Hunter Fan Company.

 

This Services Agreement (“Agreement”) confirms the terms and conditions relating to the installation of a ceiling fan purchased by Customer.   Hunter has the capability and capacity to provide the installation services set forth below.  Customer desires to engage Hunter to provide the services as more fully set forth below.

 

  1. Services. Hunter shall provide the installation services (the “Services”) set forth herein and Customer shall pay Hunter for the Services, subject to the terms and conditions of the Order form, as well as the terms and conditions specified in in this document. In the event of any ambiguity or conflict between the terms of the Order form and the terms in this document, the terms of this document shall control.   The Order form and this document, together with any Appendices, constitute the sole and entire agreement of the parties (hereinafter, “the Agreement”) and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.  Hunter’s performance of services is expressly limited to the terms and conditions of this Agreement.  Without limiting the foregoing provisions Hunter specifically rejects any additional or different terms and conditions proposed by Customer unless such terms and conditions are memorialized in this Agreement through a written addendum approved by an authorized Hunter representative.

 

  1. Exclusions. In addition to any exclusions listed in any installation materials provided to Customer, the Customer is responsible for the following: (i) preparing the installation site with appropriate electrical and structural support for operating and mounting the Hunter product including making sure a ceiling fan rated box is installed, (ii) removing or relocating any obstacles in the Hunter product’s working diameter, and (iii) the cost of any required permits. Hunter will only install Hunter branded remote controls and wall controls. The Services set forth herein are intended for installation services in single family dwellings, including houses, townhouses, manufactured or modular housing, condominiums, duplexes, apartments, and similar dwelling places with ceilings no higher than fourteen (14) feet.   It is inapplicable to installation services for recreational vehicles or in industrial or commercial settings.

 

  1. Payment Terms. Customer shall pay for the Services when the Services are completed, unless otherwise agreed in writing between the parties. Amounts not paid when due shall be subject to interest at the rate of one and one-half percent per month or, if less, the maximum rate permitted by law. Customer shall reimburse Hunter for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys' fees and expenses.  Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.

 

  1. Cancellation Rights. Customer acknowledges and confirms that, with the exception of circumstances set forth in Section 7 (i), the parties do not contemplate the provision of services, after installation services are completed, on a continuing basis. Hunter agrees that Customer may cancel an installation order within two (2) business days from the date of the order, and, unless services have already been provided, receive a full refund of all payments made (if any) to Hunter.

 

  1. Customer Obligations. Customer is solely responsible for (a) preparing the services site for each Hunter product so that the Services can be performed as scheduled, in a safe and secure manner, and in conformance with all applicable laws or regulations; (b) ordering and having available the correct products and associated accessories needed for Hunter to perform the Services; (c) rescheduling at least 48 hours prior to the scheduled date/time should the Customer need to reschedule the Services; and (d) not delaying Hunter access to the services site upon arrival at the site.

 

  1. Performance Dates. Hunter shall use reasonable efforts to meet any performance dates communicated to Customer. Any such dates, however, shall be estimates only. 

 

  1. Limited Warranty. Hunter warrants that it shall perform the Services (a) using personnel of required skill, experience, and qualifications; and (b) in a workmanlike and professional manner in accordance with generally recognized industry standards for similar services. HUNTER MAKES NO WARRANTIES EXCEPT FOR THOSE SET OUT ABOVE AND  DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Hunter shall not be liable for a breach of this warranty Section unless Customer gives written notice of  defective Services to Hunter within 30 days of the time when Customer discovered or should  have discovered that the Services were defective.  Hunter's sole and exclusive liability and Customer's sole and exclusive remedy for breach of the limited warranty set out in this Section shall be, at Hunter’s sole discretion, either: (i) reperformance of the affected Services; or (ii) credit or refund the price of such Services at the pro rata contract rate.

 

  1. Indemnification. Hunter shall indemnify, defend, and hold Customer and its agents, harmless from and against any and all third-party claims based on actual or alleged losses, liabilities, claims, actions, judgments, settlements, penalties, fines, damages of any kind, and expenses (including reasonable attorney’s fees) resulting from Hunter’s negligence, willful misconduct, or breach of this Agreement. In such an event, Hunter’s liability  shall not extend to liability or fault for more than the percentage of fault and/or damages attributable to Hunter.    Customer shall provide Hunter prompt notice of any potential or actual third-party claims subject to this Section.  Following notification, Hunter shall have complete control of the investigation of and defense of such claim under this Section.  

 

  1. Limitation of Liability.

(a) UNLESS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL HUNTER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING ANY FORM OF NEGLIGENCE OR INTENTIONAL MISCONDUCT), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT HUNTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE.  Included in the foregoing exclusions are any claims by Customer to Hunter regarding reimbursement for vacation days, lost wages, or unpaid time from work.

 

(b) Except for liability for indemnification under Section 6, and subject to the limitations of recovery for breach of warranty set forth in Section 5, AND UNLESS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL HUNTER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING ANY FORM OF NEGLIGENCE OR INTENTIONAL MISCONDUCT) OR OTHERWISE, EXCEED TWO TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO HUNTER PURSUANT TO THIS AGREEMENT.

 

  1. Insurance. During the term of this Agreement, and for a period of one year thereafter, Hunter shall, at its own expense, be responsible for maintaining and carrying insurance in full force and effect which includes, but is not limited to, (a) worker’s compensation in amounts statutorily required, (b) liability insurance with respect to the performance of Services, with bodily injury liability and property damage coverage of at least $l,000,000 combined single limit, and (c) commercial general liability insurance in a sum of no less than $1,000,000 with financially sound and reputable insurers.

 

  1. Compliance with Law. Hunter shall comply with all applicable laws, regulations, and ordinances and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

 

  1. Independent Contractor. The details of the method and manner for performance of the Services by Hunter shall be under its own control, Customer being interested only in the results thereof. Hunter shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Hunter is for all purposes hereunder an independent contractor and in no event will Hunter be considered an agent or employee of Customer or any of its subsidiaries or affiliates for any purpose.

 

  1. General. Each party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and addressed to the other party as follows: for Customer, the address indicated for Services; for Hunter, 7130 Goodlett Farms Pkwy, STE 400, Memphis, TN 38016 (ATTN: Legal Dept).

 

This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims are governed by, and construed in accordance with, the laws of Tennessee, without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Shelby County, Tennessee. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS;  AND (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM.

 

The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. The parties may not amend this Agreement except by written instrument signed by the parties. No waiver of any right, remedy, power, or privilege under this Agreement ("Right(s)") is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right.

 

Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, without the prior written consent of the other party. An  assignment or delegation in violation of this Section shall be null and void. Notwithstanding the foregoing, Hunter may subcontract the Services and Hunter shall be responsible and liable for the acts and omissions of each subcontractor (including its employees) to the same extent as if such acts or omissions were by Hunter or Hunter’s employees. 

 

This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Except for the parties, their successors and permitted assigns, there are no third-party beneficiaries under this Agreement.

 

Any provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination.  

 

  1. Effective Date. This Agreement is effective upon the earlier of (i) the acknowledgment of the terms and conditions of this installation services agreement by Customer (including via electronic signature or acknowledgement), and (ii) at the time the Services have commenced.  

 

  1. Term & Termination. This Agreement shall commence as of the Effective Date and shall continue until the completion of the Services and the associated fees have been fully paid by Customer. Notwithstanding the foregoing, either party may terminate this Agreement at any time prior to 48 hours before the scheduled date/time for the performance of the Services. 

 

Acceptance and Authorization.  By signing electronically whether by signature or acknowledgement in email or verbally, you authorize Hunter to perform the Services as set forth herein and on any Order form.  You acknowledge that you have read, understand, and accept this Agreement in its entirety, including the Order form and any installation materials provided to you by Hunter.