Definitions

“Change Order” refers to a written amendment to the Quote executed by Customer and American Chimney Contractor.

“Contract” collectively denotes these Terms of Service (these “Terms”), the Quote (if one is issued by American Chimney Contractor), any purchase order acknowledgment (if one is issued by American Chimney Contractor), and Customer’s purchase order (except to the extent it conflicts with these Terms, the Quote, and/or the order acknowledgment).

“Customer” refers to the individual or entity to which an American Chimney Contractor is selling Products or Services under a Contract.

“Products” encompasses the equipment, products, parts, materials, supplies, and other goods provided by American Chimney Contractor under the Contract.

“Quote” is the statement from American Chimney Contractor identifying the Products and/or Services, along with quantity, price, delivery schedule, and/or other terms and conditions (in addition to or different from these Terms), offered for sale to Customer, including any Change Order.

“Services” denotes the repair and other services agreed upon by American Chimney Contractor under the Contract.

Scope of Terms

These Terms govern the Products and Services provided to Customer by American Chimney Contractor, and are considered incorporated by reference in each and every Quote. Any additional or different terms or conditions or purchase order in any form delivered by Customer to American Chimney Contractor are rejected. By accepting delivery of the Products or engaging American Chimney Contractor for Services, Customer agrees to be bound by and accepts these Terms unless a separate agreement is signed by both Customer and American Chimney Contractor, in which case it will govern and supersede these Terms. These Terms and the Quote together form a binding contract between Customer and American Chimney Contractor. All purchase orders and Quotes are subject to these Terms, whether or not stated explicitly. In case of conflict with any Customer purchase order or other Customer terms, these Terms will prevail. These Terms are effective as of the date stated in the earliest accepted Quote or, if no date is stated, the date upon which Customer is deemed to have accepted a Quote (the “Effective Date”). Any proposals, negotiations, and representations made by American Chimney Contractor prior to the Effective Date are superseded by these Terms. Provisions that should apply beyond their terms will remain in force after Contract termination or expiration.

Payment

Customer agrees to pay American Chimney Contractor the amounts specified in the Quote for purchased Products and completed Services, including taxes. Unless the Quote specifies otherwise, all payments are due upon Service completion without set-off or discount. Upon Quote acceptance, Customer agrees to provide American Chimney Contractor with credit card or bank account information (the “Customer Payment Information”), kept on file for authorized charges after Service completion. Late payments incur interest at the lesser of 1.5% per month or the highest permissible rate under applicable law, calculated daily and compounded monthly. A $35.00 fee applies to returned checks. Customer reimburses Priddy for collecting late payments, including attorneys’ fees.

Taxes

Customer is responsible for all sales, use, excise taxes, and similar charges imposed by any federal, state, or local governmental entity on amounts payable under the Contract.

Zoning and Permits

Customers must provide necessary information for American Chimney Contractor to secure plans and permits for Services. Customer ensures Service compliance with zoning, building codes, laws, and regulations. Costs for Services not in the Quote but required by authorities for compliance are Customer’s responsibility. The American Chimney Contractor assumes no responsibility for zoning violations.

Change Orders

Changes in Quote details or assumptions may require changes in budget and/or timelines, necessitating a Change Order. Both parties agree to act in good faith when considering a Change Order requested by the other party.

Work Schedule

American Chimney Contractor will make reasonable efforts to meet specified performance dates in the Quote, with such dates being estimates only.

Substitutions

In the event American Chimney Contractor cannot obtain Products, comparable substitutions may occur at American Chimney Contractor’s discretion. Substitutions won’t increase the Quote price without Customer’s prior consent.

Excess Materials

Leftover materials post-completion are American Chimney Contractor’s property. Customer grants a limited irrevocable license to access the work site to remove excess materials.

Supervision Responsibility

American Chimney Contractor shall supervise and direct Service performance at Customer’s specified location. Priddy is solely responsible for construction means, methods, techniques, sequences, and procedures for all Services. Customers must not interfere. If Customer’s acts or omissions prevent or delay American Chimney Contractor’s performance, American Chimney Contractor is not in breach or liable for resulting costs.

Performance or Condition of Existing Equipment

American Chimney Contractor is not responsible for existing equipment’s performance, functionality, or compatibility. If existing conditions hinder Product operation or Service performance, both parties will execute a Change Order to expand Service scope.

Promised Cleaning Results and Hidden Conditions

Customer acknowledges that cleaning and restoration Services may not completely remove all contaminants, odors, stains, or damages. No guarantees or warranties are made unless stated in writing. Hidden or unknown conditions affecting Services are the Customer’s responsibility. American Chimney Contractor is not liable for damage from latent defects.

Paint, Patchwork, and Repairs

Services, unless specified in the Quote, exclude painting, patchwork, or required repairs for material appearance restoration.

Personal Property

Before American Chimney Contractor’s arrival, customers must notify of preexisting or damaged conditions and remove valuables. American Chimney Contractor is not responsible for damage to personal property left near the Service area.

Limited Warranty

(a) American Chimney Contractor warrants Service performance using required skill and professionalism.

(b) Warranty breach claims must be made in writing within twelve (12) months of Service commencement.

(c) American Chimney Contractor may repair, re-perform, credit, or refund defective Services at its discretion.

(d) Remedies in Section 15(c) are the Customer’s sole and exclusive remedies for warranty breach.

(e) Priddy resells third-party Products and assigns relevant Manufacturer warranties (if assignable). Priddy does not guarantee Manufacturer compliance or transferability to Customer.

No Other Warranties

Except for Section 15(a) warranty, American Chimney Contractor disclaims all other warranties, including merchantability, fitness for a particular purpose, and title.

Limitation of Liability

(a) American Chimney Contractor is not liable for loss of use, revenue, profit, or consequential, incidental, indirect, exemplary, special, or punitive damages, regardless of foreseeability.

(b) American Chimney Contractor’s aggregate liability under the Contract, whether for breach of contract, tort, or otherwise, is limited to the amounts paid in the twelve (12) months preceding the claim.

Indemnification

Customer indemnifies American Chimney Contractor from losses, costs, damages, claims, and liabilities, excluding those caused by American Chimney Contractor’s sole negligence or intentional misconduct. Indemnification covers injury, death, or property damage (except for Priddy’s negligence) and Customer’s failure to comply with the Contract.

Risk of Loss

Risk of loss transfers to Customer upon Product delivery to Customer’s specified location. American Chimney Contractor is not responsible for Products after delivery.

Performance; Costs

If Customer fails obligations or if payment or performance prospect is impaired, American Chimney Contractor may terminate the Contract with written notice, retaining lien rights and payment for supplied Products/Services, overhead, profit, interest, and unpaid charges.

Governing Law

The Contract is governed by Maryland laws without regard to conflicts of law provisions.

Dispute Resolution

Customers must notify the American Chimney Contractor of complaints in writing within seven (7) days of Service completion. The parties agree to settle any disputes through binding arbitration administered by the American Arbitration Association under its Construction Industry Arbitration Rules. Priddy has the option to litigate non-payment claims in court.

Severability

If any Contract part is void, unenforceable, or contrary to public policy, that portion is stricken while other parts remain valid.

Assignment and Subcontracting

Customers cannot assign the Contract without American Chimney Contractor’s written approval. American Chimney Contractor may assign, delegate, or subcontract the Contract or Service portion without Customer’s consent.

Entire Agreement

The Contract is the complete agreement, superseding prior agreements and representations, oral or written.

No Other Promises

No Priddy representative can make promises or guarantees outside the Contract unless in a written instrument executed by both parties.

Force Majeure

American Chimney Contractor is not liable for failure or delay due to acts beyond its control, such as natural disasters, governmental actions, war, or labor disputes.

Modification of Terms

American Chimney Contractor may modify these Terms without Customer’s consent, effective upon current Service completion.

Relationship of the Parties

The parties are independent contractors. The Contract does not create agency, partnership, joint venture, employment, or fiduciary relationships.

No Third-Party Beneficiaries

The Contract benefits only the parties and their respective successors and assigns. No third party has legal or equitable rights under these Terms.

Third-Party Financing

American Chimney Contractor may provide Third-Party Lender information and coordinate with them, but does not provide advice. Customer is responsible for Loan accuracy, seeking professional advice, and indemnifying American Chimney Contractor for Loan-related claims.