These Terms and Conditions govern the supply of HVAC products, provision of services, maintenance contracts, warranty obligations, and execution of projects by [COMPANY NAME] ("Company") to its customers ("Client").
All quotations, proposals, sales orders, service agreements, maintenance contracts, and project contracts issued by the Company shall be governed by these Terms and Conditions unless otherwise agreed in writing.
Acceptance of the Company's quotation, purchase order, work order, invoice, or commencement of work shall constitute acceptance of these Terms and Conditions.
Any variation or amendment to these Terms and Conditions shall be valid only if agreed in writing by both parties.
The Company shall supply HVAC products, equipment, materials, spare parts, refrigerants, accessories, and components as specifically mentioned in the quotation or contract.
Product specifications shall be as provided by the manufacturer.
The Company reserves the right to substitute equivalent products of equal or superior quality where necessary, subject to Client approval for material changes.
Delivery dates are estimates unless specifically agreed in writing.
The Company shall not be liable for delays arising from manufacturers, shipping lines, customs authorities, government regulations, force majeure events, labor shortages, or circumstances beyond its control.
Partial deliveries may be made unless otherwise agreed.
Risk of loss or damage transfers to the Client upon delivery to site or handover.
Ownership of goods remains with the Company until full payment is received.
If delivery or installation is delayed due to Client instructions, site readiness, or third-party delays:
Equipment shall be stored at the Client's risk.
Storage, insurance, and handling charges may apply.
The Company shall not be liable for deterioration caused by prolonged storage or improper site conditions.
Prices are based on the defined scope in the quotation.
Prices exclude taxes, VAT, duties, permits, approvals, crane charges, and government fees unless specifically stated.
Payments shall be made according to the agreed payment schedule.
The Company may suspend supply, services, or project execution if payments become overdue.
The Company reserves the right to:
Charge interest on overdue amounts at the prevailing commercial rate.
Recover collection and legal costs.
Suspend warranty and service obligations until outstanding payments are settled.
If retention is agreed:
Retention shall not exceed the agreed percentage of the contract value.
Release of retention shall be subject to project handover and settlement of all outstanding dues.
The Company's responsibilities are limited to the scope specifically defined in the contract or quotation. Any additional work requested by the Client shall be treated as a variation order.
The Client shall provide:
Safe and unrestricted access to work areas.
Adequate utilities including electricity, water, and drainage.
Required permits, approvals, and NOCs unless otherwise agreed.
Suitable foundations, supports, and civil works for HVAC equipment installation.
Delays caused by lack of access, incomplete civil works, utility unavailability, or third-party contractors shall entitle the Company to extension of time and additional costs.
Unless specifically included in the quotation:
Crane services, lifting equipment, scaffolding, man-lifts, and specialized access equipment shall be arranged and paid for by the Client.
The Client shall ensure safe lifting conditions and adequate access for equipment installation.
Changes to design, equipment, specifications, quantities, routing, controls, or site conditions shall be subject to written variation orders and may affect cost and completion schedules.
Project completion shall be deemed achieved upon:
Mechanical completion,
Successful testing and commissioning,
Handover documentation submission, or
Beneficial use by the Client, whichever occurs first.
The Company shall not be liable for delays caused by:
Client actions or omissions,
Civil works delays,
Third-party contractors,
Utility failures,
Material shortages,
Government restrictions,
Force majeure events.
Testing and commissioning shall be carried out according to standard HVAC industry practices and manufacturer guidelines.
The Client shall ensure availability of:
Electrical power supply,
Water supply and drainage,
Operating personnel,
Completion of prerequisite works by others.
If commissioning is delayed beyond 30 days from installation completion due to Client-related reasons, warranty commencement shall begin from the date installation was completed.
HVAC equipment performance, including cooling capacity, heating capacity, COP/EER, and water flow rates, shall be considered acceptable within manufacturer tolerances and industry standards, typically within ±5% under design conditions.
Performance may vary due to:
Ambient conditions,
Water quality,
Site operating conditions,
Electrical supply variations,
Improper balancing or operation by others.
Service works may include:
Inspection,
Troubleshooting,
Repair,
Replacement of components,
Emergency breakdown attendance,
System diagnostics.
Service visits shall be performed during normal working hours unless otherwise agreed.
Emergency call-outs outside normal hours may attract additional charges.
Response times are estimates and depend on site accessibility and spare parts availability.
Replacement parts and refrigerants shall be charged separately unless specifically included in the agreement.
Availability depends on manufacturer stock and lead times.
Maintenance shall be performed at agreed intervals according to the contract and may include:
Cleaning of filters, coils, and condensers,
Inspection of electrical and mechanical components,
Lubrication,
Calibration,
Performance checks,
Safety inspections.
Maintenance contracts do not include unless specifically stated:
Equipment replacement,
Major overhauls,
Refrigerant replacement due to leaks,
Electrical supply issues,
Water treatment,
Civil or structural repairs,
Consumables,
Third-party equipment,
BMS/software modifications by others.
The Company may inspect equipment prior to commencement of maintenance agreements. Pre-existing defects or deficiencies shall be documented and excluded from coverage.
Products supplied shall carry the manufacturer's warranty, subject to manufacturer terms and conditions. Unless otherwise stated:
Equipment warranty shall be 12 months from commissioning or 18 months from delivery, whichever occurs first.
Installation workmanship by the Company shall be warranted for 12 months from project handover.
Warranty remains valid only if:
Equipment is operated according to manufacturer recommendations.
Preventive maintenance is carried out regularly.
Payments are fully settled.
No unauthorized modifications or repairs are made.
Water quality and operating conditions meet manufacturer requirements.
Warranty shall not cover:
Normal wear and tear,
Filters, belts, lubricants, and consumables,
Refrigerant leaks caused by external damage, vibration, corrosion, or third-party works,
Compressor damage due to power fluctuations, phase loss, or improper protection,
Corrosion caused by environmental conditions including coastal or chemical exposure,
Scaling, fouling, or blockage in plate heat exchangers, condensers, or piping due to poor water quality,
Improper operation, overloading, or misuse,
Vandalism, accidents, natural disasters, fire, flood, or acts of God,
BMS, controls, or software modifications performed by third parties.
The Company's sole obligation under warranty shall be to repair, replace, or rectify defective products or workmanship at its discretion. No refunds shall be provided unless specifically agreed in writing.
For chillers, heat pumps, and plate heat exchangers, the Client shall maintain water quality in accordance with manufacturer recommendations, including limits for:
pH,
Hardness,
Chlorides,
Conductivity,
Suspended solids,
Microbiological growth.
Failure to maintain proper water quality may result in:
Reduced performance,
Corrosion,
Scaling,
Equipment damage,
Voiding of warranty.
Unless specifically included, the Company's scope does not include programming, integration, or modification of third-party BMS, SCADA, or control systems.
The Company shall not be responsible for malfunction, incompatibility, or performance issues arising from third-party controls or software modifications.
The Client shall:
Operate equipment according to manufacturer guidelines.
Maintain adequate electrical protection including proper earthing, breakers, and voltage protection.
Ensure proper water treatment and quality where applicable.
Prevent unauthorized repairs or modifications.
Report defects promptly.
Provide safe site access and working conditions.
Failure to comply may void warranty and service obligations.
The Company shall comply with applicable health, safety, and environmental regulations.
The Client shall ensure a safe working environment for Company personnel and compliance with site safety rules.
The Company reserves the right to suspend work where unsafe conditions exist without liability for resulting delays.
Neither party shall be liable for delays or failures arising from events beyond reasonable control, including:
Natural disasters,
Floods,
Fire,
Earthquakes,
Epidemics or pandemics,
Government actions,
Labor disputes,
Material shortages,
Transportation disruptions,
War or civil unrest.
Contract timelines shall be extended accordingly.
The Company's total liability shall not exceed the value of the contract under which the claim arises.
The Company shall not be liable for:
Loss of profit,
Loss of production,
Business interruption,
Loss of contracts,
Consequential or indirect damages,
Damage caused by improper operation, utility failures, or third-party actions.
The Company may terminate or suspend performance if:
Payments are overdue,
The Client breaches contractual obligations,
Unsafe working conditions persist,
Insolvency or bankruptcy proceedings are initiated against the Client.
All completed works, supplied materials, and mobilization costs shall become immediately payable.
These Terms and Conditions shall be governed by the laws of [United Arab Emirates / Sultanate of Oman / Applicable Jurisdiction].
Any disputes arising under these Terms and Conditions shall be subject to the exclusive jurisdiction of the competent courts of the applicable jurisdiction.
These Terms and Conditions, together with the Company's quotation, contract, or service agreement, constitute the entire agreement between the parties and supersede all previous communications and understandings.
Version: 1.1
Effective Date: January 31, 2026
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