1. Estimates and Additional Work
Any estimate provided by RSI is a good-faith approximation and is not a guaranteed or fixed price unless expressly identified in writing as a fixed-price proposal. Actual charges may vary based on labor required, equipment condition, accessibility, parts availability, concealed conditions, refrigerant requirements, and other circumstances encountered during performance. Customer authorizes RSI to perform diagnostic work reasonably necessary to determine the condition of equipment. RSI will obtain Customer’s authorization before performing material repairs outside the Services, except that RSI may take reasonable temporary measures necessary to protect persons or property from an immediate hazard. Authorization may be provided by signature, email, text message, telephone, purchase order, electronic approval, or authorization from Customer’s employee, manager, agent, tenant, or representative who reasonably appears authorized to request the work.
2. No Guarantee Against Equipment Failure
Preventive maintenance is intended to reduce, but cannot eliminate, the risk of equipment failure. RSI does not guarantee uninterrupted operation, specific temperatures, energy savings, regulatory compliance, product preservation, or that maintenance will identify every existing or developing condition. Equipment may fail without warning because of age, ordinary wear, manufacturer defects, concealed damage, utility interruptions, power fluctuations, improper operation, environmental conditions, lack of maintenance, third-party work, or causes outside RSI’s control.
3. Repairs and Replacement Parts
Repairs, replacement parts, refrigerant, filters, belts, motors, compressors, controls, and consumable materials are not included unless expressly stated in Exhibit A. RSI may use new, used, rebuilt, remanufactured, or functionally equivalent parts when reasonably appropriate and authorized. Manufacturer warranties, if any, will be passed through to Customer to the extent transferable. RSI is not responsible for delays caused by parts shortages, manufacturer backorders, discontinued equipment, shipping delays, or circumstances outside RSI’s reasonable control.
4. Refrigerant and Environmental Conditions
Refrigerant recovery, handling, charging, testing, and disposal will be performed in accordance with applicable requirements. Refrigerant is billed separately unless expressly included in Exhibit A. RSI is not responsible for pre-existing refrigerant leaks, underground or concealed piping, contamination, improperly mixed refrigerants, prior improper service, environmental contamination, or the cost of bringing obsolete equipment into compliance with changes in refrigerant availability or applicable law. Customer is responsible for environmental testing, remediation, and disposal of hazardous substances not introduced by RSI.
5. Customer-Supplied Equipment and Parts
RSI does not warrant Customer-supplied equipment, parts, refrigerant, controls, materials, plans, specifications, or instructions. Customer assumes the risk that Customer-supplied items may be defective, incompatible, improperly sized, unavailable, or unsuitable. RSI may refuse to install or service any item that RSI reasonably believes is unsafe, defective, incompatible, unlawful, or unsuitable.
6. Limited Workmanship Warranty
RSI warrants that its Services will be performed in a commercially reasonable and workmanlike manner. Customer must notify RSI in writing of an alleged workmanship defect within thirty (30) days after the applicable Service is performed. RSI’s sole obligation, and Customer’s exclusive remedy, for a proven breach of this warranty is for RSI, at its option, to reperform the defective portion of the Service or refund the amount Customer paid RSI for that portion of the Service.
RSI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
7. Product and Inventory Protection
Customer acknowledges that commercial refrigeration equipment may fail unexpectedly. Customer is solely responsible for:
- Regularly monitoring and documenting equipment and product temperatures;
- Maintaining alarms and backup notification systems;
- Maintaining backup refrigeration, generators, or alternate storage;
- Moving or protecting products when equipment malfunctions; and
- Maintaining adequate insurance for product loss, spoilage, contamination, and business interruption.
RSI does not take possession, custody, or control of Customer’s products or inventory.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, RSI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF CUSTOMERS, OR DAMAGE TO OR LOSS OF FOOD, BEVERAGES, PHARMACEUTICALS, INVENTORY, MERCHANDISE, OR OTHER PRODUCTS, EVEN IF ADVISED THAT SUCH DAMAGES MAY OCCUR. RSI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY, INDEMNITY, OR ANY OTHER THEORY, WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO RSI UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. Customer Indemnification
To the maximum extent permitted by law, Customer shall defend, indemnify, and hold harmless RSI and its members, managers, employees, agents, subcontractors, and insurers from claims, damages, losses, liabilities, fines, penalties, and expenses, including reasonable attorneys’ fees, arising out of or relating to:
- Unsafe or undisclosed conditions at the Service Location;
- Customer’s operation, misuse, modification, or failure to monitor equipment;
- Loss, spoilage, contamination, or damage to Customer’s products or inventory;
- Customer’s breach of this Agreement;
- Acts or omissions of Customer or its employees, agents, tenants, contractors, or invitees; or
- Customer-supplied equipment, parts, materials, plans, or instructions.
Customer is not required to indemnify RSI to the extent a claim is finally determined to have been caused by RSI’s gross negligence or willful misconduct.
10. Existing and Concealed Conditions
RSI is not responsible for pre-existing defects, code violations, concealed conditions, inaccessible components, asbestos, mold, hazardous substances, structural deficiencies, defective wiring, inadequate utilities, improper installation, manufacturer defects, or work performed by others. If RSI encounters an unsafe, concealed, or materially different condition, RSI may suspend work and submit a proposal for additional work or require Customer to retain an appropriate third party.
11. Suspension of Services
RSI may suspend Services without liability if an invoice is overdue, access is unavailable, conditions are unsafe, Customer fails to provide required cooperation, or Customer otherwise breaches this Agreement. Suspension does not waive RSI’s right to payment or extend any warranty period.
12. Force Majeure
RSI is not liable for delay or failure caused by circumstances outside its reasonable control, including severe weather, fire, flood, utility interruption, casualty, labor shortage, epidemic, governmental action, transportation delay, supply-chain disruption, parts shortage, manufacturer delay, civil disturbance, or acts of God. RSI will promptly reschedule.
13. Insurance
Customer shall maintain commercially reasonable property, casualty, equipment-breakdown, product-loss, and business-interruption insurance covering the Service Location, equipment, operations, and temperature-sensitive property. RSI’s insurance is not intended to replace or supplement Customer’s property or business-risk insurance.
14. Taxes and Permits
Customer shall pay applicable sales, use, excise, permit, inspection, disposal, and governmental charges unless expressly included in RSI’s written pricing. Unless otherwise agreed, Customer is responsible for permits, engineering, code upgrades, inspections, and approvals required because of existing conditions or Customer’s intended use.
15. No Setoff; Collections
Customer shall make all payments without setoff, deduction, recoupment, or counterclaim. If RSI commences an action to collect an unpaid amount or enforce this Agreement and obtains a judgment or other relief, Customer shall pay RSI’s reasonable attorneys’ fees, court costs, collection expenses, and other enforcement costs.
16. Governing Law; Exclusive Venue and Jurisdiction
This Agreement is governed by the laws of the State of Iowa, without regard to conflict-of-law principles. Any lawsuit or judicial proceeding arising out of or relating to this Agreement, the Services, or the parties’ relationship must be filed exclusively in the Iowa District Court for Linn County, Iowa. Each party irrevocably consents to the personal jurisdiction of that court and waives any objection based on venue, inconvenience of forum, or similar grounds.
17. Waiver of Jury Trial
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.
18. Notices
Notices under this Agreement must be in writing and delivered personally, by nationally recognized overnight carrier, by certified United States mail, or by email to the addresses shown in the Agreement or to any updated address provided in writing. Operational communications, work authorizations, estimates, and scheduling communications may be provided by email, text message, telephone, or other customary business communication.
19. Independent Contractor
RSI is an independent contractor and is not Customer’s employee, agent, partner or representative. RSI may use employees, subcontractors, suppliers, and other service providers to perform the Services.
20. Assignment
Customer may not assign this Agreement without RSI’s prior written consent. RSI may assign this Agreement to an affiliate, successor, purchaser of substantially all of its assets, or financing provider.
21. Entire Agreement; Amendments
This Agreement, its exhibits, and approved written work authorizations constitute the complete agreement between the parties and supersede prior discussions, proposals, representations, and communications concerning the Services. A modification must be in writing and approved by both parties, except that RSI may revise its labor rates, material charges, service-call charges, and maintenance fees upon at least thirty (30) days’ written notice effective for future Services. Customer purchase orders and other Customer forms are for administrative convenience only. Any additional or conflicting terms contained in those documents are rejected and will not modify this Agreement unless expressly accepted in a writing signed by RSI.
22. Severability; Waiver
If any provision is determined to be invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will remain effective. A waiver is effective only if in writing. A party’s failure or delay in enforcing a provision does not waive that provision or any other right.
23. Electronic Signatures; Counterparts
This Agreement may be signed electronically and in counterparts. Electronic signatures and copies will be treated as originals and together constitute one agreement.
24. Effective Upon Posting
These website Terms and Conditions can be modified and such modifications are effective upon posting.