Basic Protection
1-Year Preventative Maintenance Agreement

Nature of Agreement

 The Owner has chosen to hire DASV to perform a 1-year Preventative Maintenance Agreement (“Agreement”) for the dehumidifier installed at the Owner’s facility.

Nature of Service: Preventative Maintenance

During the period of the Agreement, the Owner expects to have the dehumidifier undergo thorough preventative maintenance checkups per the manufacturer’s original specifications. DASV will fulfil every aspect of the job as set out below either directly or facilitating through DASV’s authorized service partners.

DASV Services

DASV will provide the following services:

1. Periodic Maintenance – 4 Preventative Maintenance visits are included in this Agreement. The first maintenance visit will occur approximately 90 days (3 months) after the Factory Startup completion date or 30 days (1 month) after the Agreement has been signed by both parties and will repeat quarterly for a total of 4 maintenance visits.
2. WebCheck Remote Inspection – 8 periodic Remote Inspections are included in this Agreement which will occur once a month outside the months in which periodic Preventative Maintenance visits are conducted. 
3. Filters for Life Program – The Owner will be enrolled in DASV’s filter subscription program called Filters for Life, for the duration the Owner maintains his Agreement active. In this program, filters required for the 4 quarterly changeouts under the 1-year Agreement period will be delivered to the site by a DASV Technician or by means of drop-shipping.
4. Dedicated Account Manager – DASV will appoint a single point of contact for all service-related issues for the dehumidifier covered for the duration of the Agreement.
5. Discounts – The Owner shall be entitled to receive approximately 25% discount on all parts purchases and 10% discount on service purchases made during the period the Agreement is active.

Terms and Conditions – Dehumidified Air Solutions Aftermarket Division (“Dehumidified Air Services” or “DASV”)

Offer & Acceptance: This Quote (“proposal”, “bid”) shall be considered Approved (“placed”, “confirmed”) once the Buyer has submitted a purchase order or performed a credit/debit card pre-authorization, and the quote shall then be referred to as an Order.

Quote Validity and Renewal: The quote shall be valid from the date it was first created, and shall expire, without the necessity of notice, on the 30th day from the date of creation. If the quote validity has expired, Buyer may obtain a new quote or request the quote to be renewed by contacting DASV.

DASV does not guarantee to match the pricing or terms and conditions of an expired quote, and any such exception shall be made at DASV’s sole discretion, on a case-by-case basis, and agreed upon in writing by both parties. Any decision by the Buyer or DASV not to renew the quote shall be without compensation, penalty, or liability on the part of the Buyer or DASV to the Buyer. Renewals, conditions, and related costs may be subject to approval by DASV.

Scope of Terms and Conditions:

Once the quote has been Approved, the Terms and Conditions of the Order are limited to those contained herein. By accepting delivery of the products, services or by engaging DASV to provide product(s) or perform any services, the Buyer agrees to accept and be bound these Terms and Conditions.

Payment Terms & Method: Order shall be marked as fulfilled (“delivered”, “rendered”, “completed”) once materials have been shipped, and the quoted workmanship duration has been executed. As per DASV’s standard billing policy: a) if the Order includes backordered materials, DASV shall invoice the Buyer for the portion of the Order that has been fulfilled, and the balance of the Order will be invoiced as it is fulfilled. b) If the Order includes both materials and workmanship, the Order shall be marked as partially fulfilled when the materials are shipped, and that portion of the Order shall be invoiced.

The Order shall be marked as completely fulfilled when the workmanship is executed, and the balance of the Order shall be invoiced. Unless Buyer and DASV mutually agree to utilize a milestone based billing system, and as agreed to in advance in writing by both parties, DASV’s standard billing policy shall apply. The quote is simply an estimate. Invoice will be generated based on the actuals at the time of completion and may differ from the initial quote. The Buyer shall pay DASV with a credit/debit card, unless exemption has been granted in writing by DASV to accept Buyer’s Purchase Order based on approved credit. All accepted Purchase Orders shall carry Net 30 Terms from the date of invoice. The payment shall be collected (“captured”) once the Order has been partially and/or totally fulfilled.

Shipment: Unless otherwise specified, all shipments are made DDU origin.

Delivery: Shipping dates are approximate, and seller shall not be liable for delays in delivery.

Inspection: Promptly upon delivery, but no later than two (2) days after delivery, Buyer shall (i) examine and inspect all deliverables; and (ii) notify Seller of any defect in material or workmanship or any other fact that causes the deliverables not to conform to the agreement between Buyer and Seller. Failure to inspect and inform Seller of a defect within the foregoing time period or the use of a deliverable by Buyer at any time shall be conclusive evidence that Seller has satisfactorily tendered delivery and that the Buyer has inspected and accepted the deliverables.

Cancellations: DASV shall levy a cancellation fee on Orders cancelled after they are approved. The minimum cancellation fee shall be 10% of the total value of the Order and shall not exceed 30%. Cancellation charges for orders for custom products specifically manufactured or sourced according to Buyer’s specifications may equal the order price for the products.

Returns: No deliverable may be returned except upon Seller’s written authorization in Seller’s sole discretion. All authorized returns must (i) be in new condition, resalable or usable in Seller’s sole discretion and (ii) not have been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged. Buyer shall pay a restocking charge of 25% of the price for all returns. No credit will be released for shipping charges. and the Buyer shall be responsible for the freight cost of returning the Order. The restocking fee shall not apply if the Buyer can prove that: a) DASV shipped the wrong Order in part or in full, or b) the Order shipped by DASV was received DOA (damaged on arrival). The Buyer shall bear the sole responsibility of furnishing all necessary documentation for investigation by DASV, which is required to waive the restocking fee. Returns are not permissible beyond 14 days from the date of material shipment.

Change Orders or Out of Scope Work: DASV shall bill all orders on a Time & Material (T&M) basis, and the quote does not suggest or constitute a fixed-price contract. If both parties have signed a separate Not-to-Exceed (NTE) pricing agreement for a pre-defined scope of work, and DASV has originally issued the NTE pricing agreement, any change orders or out-of-scope work will result in additional Time & Material (T&M) charges from DASV.

Work Schedule: Field services under this Order will be scheduled and fulfilled by DASV

Technicians, and workmanship shall be billed at a minimum of 4 hours. DASV’s standard working hours are Monday to Friday 8:00AM- 5:00PM. Buyer shall be billed at the appropriate rate for work performed during overtime hours, on the weekend, or on a statutory holiday.

Spare Parts Warranty: Mechanical components such as fans, motors, coils, and compressors sold by DASV are covered by a one-year Spare Parts Warranty beginning on the date of shipment. A 90-day Spare Parts Warranty shall be included with all electrical and electronic components. For a Spare Parts Warranty claim to be valid, it must be filed during the Spare Parts Warranty term. DASV shall not accept any chargebacks from the Buyer for components sourced from a third party as part of a Spare Parts Warranty claim, and all components granted under Spare Parts Warranty must be ordered and arranged by DASV. The Spare Parts Warranty does not include freight and it will need to be paid by the Buyer. If a part needing to be replaced is no longer under Spare Parts Warranty, the cost of the part and the freight will need to be paid by the Buyer.

Material Substitution: If materials or equipment which DASV is required to furnish under the Order become unavailable either temporarily or permanently subsequent to the approval of the quote through causes beyond the control and/or without the fault of DASV, including but not limited to End of Production (EOP) and End of Service or Support (EOS) from DASV’s supplier, then DASV shall be excused from the requirement of furnishing exact replacement of such materials or equipment. Conditional upon Buyer’s interest in pursuing the Order, DASV shall make commercially reasonable efforts to find an alternative to the discontinued or unavailable material or equipment and furnish to Buyer a revised quote for re-approval.

Labor Warranty: DASV will provide Buyer with a 60-day Repair Warranty (labor) on the workmanship performed by DASV Technicians. For a Repair Warranty claim to be valid, it must be filed during the Repair Warranty term. DASV will not accept any chargebacks from the Buyer for work done under the Repair Warranty by a 3rd party, and any workmanship granted under the Repair Warranty must be scheduled and fulfilled by DASV Technicians. 

Labor Substitution: If a DASV Technician is unavailable due to scheduling conflicts, DASV will either a) reschedule the DASV Technician to a mutually agreed-upon date or b) engage and dispatch an authorized service partner Technician to perform the scope of work covered under this Order on the originally scheduled date or the next best date.

Limitations of Spare Parts Warranty and Repair Warranty: The Spare Parts Warranty and Repair Warranty will be valid against defects in the quality of materials and DASV  Technicians’ workmanship. DASV shall not be liable during or following the Spare Parts Warranty and/or Repair Warranty Period for any: Damage due to abusive use; Damage due to use of the equipment beyond the design temperatures; Loss or damages caused in any way by the weather or acts of God; Any water leak, blockage, freezing, or other malfunction of condensate or drain lines; and/or Air leaks arising from structural deficiencies within existing supply/return ducts or transitions; Products that have become defective or damaged as a result of the use of a contaminated water circuit or operation at abnormal water temperatures and/or flow rates; Products which have become defective or damaged as a result of unauthorized opening of refrigerant circuit, improper wiring, electrical supply characteristics, accidents, transportation, misuse, abuse, fire, flood, alteration and/or misapplication of the product; Products that have been corroded due to improperly balanced pool chemistry or corrosive air quality, and/or eroded, vandalized, etc.; Products that have faced unusual physical, electrical and/or mechanical stress, and events out of manufacturer’s control such as adverse weather, environmental conditions, etc.; Products that have been moved from the location where they were first installed; Any portion of the system or replacement components not supplied by manufacturer; Products whose defect has been caused by alteration or repair by anyone except DASV or DASV’ authorized service partners; Products on which the model and/or serial number plates have been removed or defaced; Products on which payment is in default.

Design Conditions: All equipment is designed and engineered according to manufacturer’s specified Design Conditions. DASV is not responsible for cooling/heating or dehumidification beyond the Design Conditions or any environmental variations beyond the specified conditions.

Premise Conditions: The Buyer agrees to maintain the location(s) in a safe condition and in accordance with all city, county, state and/or federal laws and regulations. The Buyer shall be responsible for all losses, costs or damages which any person, including any DASV personnel, may suffer or incur in or about the location(s) due to any unsafe condition.

Insurance and Waiver of Subrogation: The Buyer shall maintain property insurance upon the entire structure including all work to be performed pursuant to this Order to its full insurable value. This insurance shall inure against the perils of fire, theft, extended coverage, vandalism, and malicious mischief. The Buyer and DASV waive all rights against each other for damages caused by insured perils whether or not such damage is caused by the fault or negligence of any party hereto.

Limitation of Liabilities: In no event whatsoever shall either party be liable to the other under any causes of action for any indirect, incidental, special, consequential, exemplary or punitive damages, or other similar type of damages, including but not limited to damages based upon loss of profits and/or loss of business arising out of or in any way related to this Order, whether or not such party is informed, knew or should have known, of the possibility of such damages in advance. Under no circumstances whatsoever shall either party be liable to the other or to any other party for damages of any kind related to this Order, in any amount of money which shall exceed the value of the amount paid to DASV. Buyer agrees that DASV is a Service Business Unit, and any product-performance related claims and/or disputes shall be resolved between Buyer and Manufacturer per the purchase agreement between the two parties.

Additional Policies: The Order is subject to additional Service Policy and Privacy Policy accessible on DASV’s website, and DASV retains the prerogative to make amendments and/or revisions to the said additional Policies periodically.

Indemnification: The Buyer shall indemnify, defend, and hold harmless DASV 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 gross negligence or intentional misconduct of DASV; and (b) any failure of the Buyer to comply with the requirements of the Order.

Risk of Loss: Risk of loss shall pass to the Buyer upon delivery of materials and equipment to Buyer’s property. DASV shall not be responsible for any loss due to fire, theft, vandalism, and/or malicious mischief once delivered to Customer’s Property. The Buyer shall assume all responsibility for any such loss and Buyer shall maintain insurance coverage to protect against such loss.

Severability: Should any part of this Terms and Conditions be judged to be void, unenforceable, or contrary to public policy, only such void or unenforceable portion shall be stricken and eliminated hereof while the other portions remain valid and enforceable. 

Performance: If Buyer fails to perform any of Buyer’s obligations herein or if DASV, in good faith, believes that the prospect of payment or performance to be impaired, DASV may upon seven (7) days written notice to Buyer terminate this Order while retaining all mechanic’s lien rights as well as right to payment for the full amount of work performed plus reasonable overhead and profit, interest, attorneys’ fees, and other charges due and unpaid.

Marketing Requirements: Buyer agrees that DASV may list Buyer’s name and/or logo on its website, brochures, press releases, social media updates, and any other marketing artifact in print or digital format. Buyer shall not publicly acknowledge the involvement of any third-party service companies, suppliers or Service Partner technicians that are furnished by DASV, unless pre-approved by DASV. Buyer and DASV may work together to support a range of additional mutually acceptable comarketing initiatives to promote each other’s products and/or services, which may include, but are not limited to the following: press releases, case studies, promotional materials, offers, etc. DASV agrees that it shall not refer to Buyer directly or indirectly in any advertisement, news release, or publicity campaign without prior written approval from Buyer.

Collections: If amounts owing under this Order are not paid within thirty (30) days, Buyer agrees to pay a late charge of two per cent (2%) per month or twenty-four per cent (24%) per annum on the unpaid amount calculated from the date payment was due. Buyer will be deemed to have accepted DASV’s performance as complete under the Terms and Conditions of this Order unless the Buyer notified DASV in writing otherwise within thirty (30) days of substantial completion. Should DASV retain the assistance of a third party, including without limitation an attorney, to assist with collection of unpaid amounts due and owing, the Buyer agrees to pay DASV’s costs associated therewith including without limitation reasonable attorneys’ fees, court costs, and interest at the maximum legal rate.

Force Majeure: Neither Buyer nor DASV shall be liable or deemed to be in default for any delay or failure in performance of this Order or other interruption of service or employment deemed resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, terrorist acts, war, accidents, fires, explosions, adverse weather conditions not reasonably anticipated, hurricanes, earthquakes, floods, pandemic, failure or delays in transportation, 3rd party contractor availability, supply-chain disruptions, DASV’s ability to obtain legacy, discontinued, or replacement materials, vandalism, or strikes, inflation, or any cause beyond the control of Buyer and DASV.

Entirety: This document constitutes the entire Terms and Conditions between Buyer and DASV. 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.