AGREEMENT. The following terms and conditions (the “Terms and Conditions”) apply to the services (the “Services”) Customer engages Walla Walla Refrigeration L.L.C. (“WWR”) to perform as set forth on the “Service Order Invoice”. By accepting the Services, you explicitly accept these Terms and Conditions. These Terms and Conditions and the Service Order Invoice shall collectively be referred to as the “Agreement”.  The Agreement sets forth all of the warranties, representations, covenants, promises, agreements, conditions and understandings between the parties and there are no warranties, representations, covenants, promises, agreements, conditions or understandings, either oral or written, express or implied between them other than as set forth in this Agreement. WWR may periodically update these Terms and Conditions at any time in accordance with applicable law.

 

CHANGES IN THE SERVICES. No modifications, additions, deletions or other changes to the Services, timeline or payment schedule will be allowed unless agreed to in writing. Any changes which increase the cost or expense of WWR shall be charged to Customer by WWR at its usual customary rates and such amounts shall be due to WWR in addition to any amounts otherwise due under this Agreement.

 

WARRANTIES/LIMITATIONS. Materials, parts, and equipment may be warranted by the manufacturers’ or suppliers’ written warranty. WWR makes no warranty, either express or implied, regarding the quality, operability, suitability, or conditions of materials or equipment supplied.  All labor performed by WWR is warranted for 30 days unless otherwise indicated in writing.  WWR makes no other warranties express or implied and its agents or technicians are not authorized to make any such warranties on behalf of WWR. All work will be completed in a workmanlike manner according to standard industry practices. There is NO WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. Customer’s remedies are limited to repair or replacement at WWR’s option, of defective materials or equipment. If anyone other than WWR performs maintenance or repair work on HVAC equipment supplied and installed by WWR, then WWR’s warranty hereunder will no longer be valid, and WWR will have no obligation to complete repairs as provided in this Section.

 

PAYMENT. Payment terms are net 30 days (unless otherwise stated in the Service Order Invoice) and amounts past due shall accrue finance charges the lesser of 1.5% per month or the maximum rate permitted by law. Payment received shall be applied at WWR’s election first to late charges and then to the oldest principle due, whether under this Agreement or unpaid accounts under this Agreement or other agreements.

 

SECURITY INTEREST/DEFAULT/REMEDIES. Customer hereby grants to WWR a security interest in all parts and equipment supplied by WWR in performance of the Services which shall be released only upon payment in full of all amounts due under this Agreement. Customer’s failure to make timely payment shall constitute a material default and breach of this Agreement. WWR shall have all rights and remedies available at law or in equity, and without further notice or demand except as required by applicable law including the right to exercise any and all remedies available to it by virtue of its security interest, including but not limited to entry upon the premises and repossession of equipment and accessions, in accordance with applicable law. Customer authorizes WWR to file this document as a non-standard UCC-1 Financing Statement. Additionally, Customer agrees and acknowledges that payment received shall be applied at WWR’s election first to late charges and then to the oldest principle due, whether under this Agreement or unpaid accounts under this Agreement or other agreements.

 

LIMITATION OF LIABILITY. WWR SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN SERVICING THE EQUIPMENT. IN NO EVENT SHALL WWR BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, INDIRECT OR SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF REVENUE AND LOST DATA) ARISING OUT OF THIS AGREEMENT (WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OR OTHER FORM OF ACTION), OR ITS CANCELLATION, IRRESPECTIVE OF WHETHER THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT SHALL WWR BE LIABLE FOR ANY DAMAGES UNDER OR ARISING OUT OF THIS AGREEMENT IN EXCESS OF THE AGGREGATE AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO WWR UNDER THIS AGREEMENT. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITY SET FORTH IN THIS AGREEMENT ARE INDEPENDENT OF ANY EXCLUSIVE OR LIMITED REMEDIES.

 

FORCE MAJEURE. WWR shall not be liable for any loss, damages or delays occurred by fire, strikes, material stolen after delivered upon premises lock-outs, acts of God or a public enemy accidents, boycotts, material shortages, disturbed labor conditions, delayed delivery of materials from WWR’s suppliers, inclement weather, floods, freight embargos, causes incident to national emergencies, war, acts of the Customer or his agents, fraud or other scams beyond the reasonable control of WWR. In the event of such delays or damages, the time for performance by WWR shall be reasonably increased to account for such delays, and the cost of this Agreement shall be increased to include such additional costs and/or expenses.   

Any actions to enforce any rights of Customer must be instituted within twelve (12) months of date that WWR completes the Services. 

 

PROPERTY INSURANCE. Customer shall purchase and maintain the property insurance covering all materials, parts and equipment delivered by WWR to the job site. Customer shall assume all risk of loss for such material and equipment once delivered to the job site.

PERMITS. Unless otherwise agreed to in writing, Customer shall secure and pay for all permits, government fees and licenses necessary for the proper execution and completion of work.

 

TERMINATION. This Agreement shall be terminated upon mutual agreement of the parties. WWR may terminate in the event of the following: (1) Any act of Customer that prevents or inhibits WWR from timely performing its obligation under this Agreement; (2) For the reason specified under delays/damages; (3) If Customer files a petition in bankruptcy, whether voluntary or involuntary, makes an assignment for the benefit of creditors or has a receiver appointed, or does any act inconsistent, or which may impair Customer’s ability, to perform this Agreement. WWR may suspend performance of its obligation under this Agreement until such time as (1) this Agreement is assumed by the Trustee in bankruptcy and/or (2) WWR is provided adequate insurance of future performance. WWR is not responsible for any damages, whether direct, proximately caused, incidental, consequential or otherwise as a result of WWR’s suspension of performance hereunder. If performance cannot begin or continue within a reasonable time after suspension, WWR may terminate the Agreement.

 

ATTORNEY’S FEES. If any action is brought by either party against the other to interpret or enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other its reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action. Customer shall reimburse WWR for its reasonable attorney’s fees and expenses incurred in connection with collecting any monetary obligation due from Customer under this agreement, regardless of the fact that no legal proceeding or action may have been filed or commenced.

 

APPLICABLE LAW.  This Agreement shall be governed and construed under the laws of the State of Washington.

WAIVER OF JURY TRIAL.  CUSTOMER AND WWR WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN CUSTOMER AND WWR ARISING OUT OF THIS AGREEMENT, THE SERVICE ORDER, OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS SERVICES.

 

EXCLUSION. Maintenance service does not include: (1) Water supply and drain beyond subject equipment; (2) Equipment housing casing or enclosure; (3) Electrical service beyond equipment’s disconnect switch, or service requirements due to power failure; (4) Damages caused by freezing; (5) Work required by government codes, building and union requirements; (6) Energy management and energy calls resulting from energy management activities; (7) Repairs of damages or increase in service time resulting in accident, transport or restriction, negligence, misuse, or other than ordinary use; (8) Repairs of equipment located in unsuitable place for installation or unsafe or hazardous environment; (9) Emergency call resulting from system design problems and plumbing. The service order assumes the systems covered to be in the good and operating condition. If additional work or repairs are found to be necessary upon initial inspection or seasonal start-up, repair changes will be submitted to Customer for approval. Should Customer decline to engage WWR to perform such additional work, WWR’s warranty hereunder will no longer be valid.

 

TERM. For regular service maintenance contracts, this contract shall remain in effect from year to year unless canceled by either party on 60 days prior written notice. Prices are subject to change due to changes in material and labor costs.

Last updated June 4, 2025