This HVAC Subcontractor Agreement is between a general contractor and a subcontractor whereby the general contractor contracts the HVAC services of the subcontractor for a defined piece of HVAC work and the delivery of specific HVAC services. This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements; however, additional language may be added to allow for customization to ensure the specific terms of the parties’ agreement are addressed. This agreement can be used by contractors looking to hire a HVAC subcontractor.
This HVAC Subcontractor Agreement is between a general contractor and a subcontractor whereby the general contractor contracts the HVAC services of the subcontractor for a defined piece of HVAC work and the delivery of specific HVAC services. This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements; however, additional language may be added to allow for customization to ensure the specific terms of the parties’ agreement are addressed. This agreement can be used by contractors looking to hire a HVAC subcontractor. HVAC SUBCONTRACTOR AGREEMENT THIS HVAC SUBCONTRACTOR AGREEMENT (the “Agreement), made this ____ day of ___________, 2___, by and between ______________ (the “General Contractor”) and ____________________ (the “Subcontractor”), collectively referred to as (the “Parties”). WHEREAS, the General Contractor wishes to obtain the services of the Subcontractor for the purposes of providing HVAC services to the General Contractor; AND WHEREAS, the Subcontractor’s main business activity and services is the installation of HVAC Systems in residential homes and commercial and industrial buildings; AND WHEREAS, the Subcontractor is desires to provide its HVAC services to the General Contractor pursuant to the terms and conditions contained herein. NOW THEREFORE THIS AGREEMENT WITNESSES, that for good and valuable consideration of the mutual covenants and agreements contained herein, the receipt and adequacy of which is hereby acknowledged, the General Contractor and the Subcontractor hereto covenant and agree as follows: I SERVICES 1.01 The Subcontractor shall provide the following HVAC services, labor, materials and equipment to the General Contractor for the performance of the Work (the “Work”) to be completed by the Subcontractor in accordance with the General Contractor’s specific plans and specifications and pursuant to the terms and conditions contained on Schedule “A” annexed hereto: (a) (b) (c) 1.02 The Subcontractor shall perform the Work at the Premises known as __________________ (the “Premises”) or at such other location as the General Contractor may direct. II FEES 2.01 The General Contractor hereby agrees that it shall pay to the Subcontractor the sum of ____________ ($_______) Dollars (the “Fees”) for the completion of the Work at the Premises. 2.02 The General Contractor shall pay the Fees to the Subcontractor as follows: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 (a) upon execution of this Agreement, the General Contractor shall pay to the Subcontractor a Deposit in the sum of _____________ ($_______) Dollars (the “Deposit”) by way of cash, certified check, money order or bank draft, in contemplation of the completion of the Work at the Premises; and (b) upon the completion of the Work at the Premises, the General Contractor shall pay to the Subcontractor the balance of the Fees due and owing by way of cash, certified check, money order or bank draft, provided the Work has been completed by the Subcontractor satisfactory to the General Contractor. The balance of the Fees due and owing to the Subcontractor shall be paid to the Subcontractor in full within ______ (____) days of the completion of the Work. III TERMS OF RELATIONSHIP 3.01 Subject to the condition that each of the Parties hereto and their servants, agents and sub- contractors shall at all material times have the necessary qualifications, each of the General Contractor and the Subcontractor agrees to use and contract exclusively with the other party for the HVAC services to be performed at the Premises. IV SUBCONTRACTOR RESPONSIBILITIES 4.01 The Subcontractor shall undertake and complete in a timely and good and workmanlike manner the HVAC services required at the Premises by the General Contractor to the same extent and in the same manner as if the Subcontractor had been contracted for the HVAC services at the Premises independently. 4.02 The Subcontractor shall maintain at a minimum a standard commercial public liability and property damage insurance with a ____________________ ($____________) Dollar coverage limit and having the General Contractor as an additional insured together with all other stated specific legislated workers compensation insurance coverage and any other insurance as may be reasonably required by the particular General Contractor. If requested, Subcontractor will provide General Contractor with written confirmation of the insurance policy. V TERM 5.01 The term of this Agreement shall be for a period of _____________ (___) weeks or months commencing from the date hereof and ending on the _____ day of _____________, 20__, unless terminated at an earlier date pursuant to provisions contained herein. VI SCHEDULING OF WORK 6.01 The Subcontractor agrees that it shall not deliver any material or equipment to the Premises or commence the Work until the Subcontractor receives written notice from the General Contractor to do so. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 6.02 The Subcontractor will commence the Work upon receiving such written notification from the General Contractor and shall perform the Work on Work Days. Work Days shall mean the days commencing Monday through Friday between the hours of _______ a.m. and _______ p.m. VII TERMINATION OF AGREEMENT 7.01 This Agreement shall be terminated prior to the end of the term and the General Contractor and the Subcontractor will relieved of any further obligations hereunder as follows: (a) where an execution or any other process of any court shall become enforceable against one party or a distress or analogous process shall be levied upon the property of one party or any part thereof then in either event the other party, at its sole option, may terminate this Agreement; (b) where one party shall become insolvent or commit an act of bankruptcy, or make an assignment in bankruptcy or a bulk sale of its assets or a bankruptcy petition shall be filed or presented against a party and not be bona fide opposed by such party the other party, at its sole option, may terminate this Agreement; or (c) either party may terminate this Agreement where the other has ceased to carry on the business contemplated by this Agreement and as was being carried on as of the date hereof. VIII GENERAL PROVISIONS 8.01 This Agreement shall be governed by and interpreted according to the laws of the State of ____________________. 8.02 The Parties hereto shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such a significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate. 8.03 The Parties agree to obtain the assistance of a mediator should any party be of the opinion that the assistance of a mediator would assist in an expeditious and amicable resolution of the matter in dispute. The costs of any such mediator shall be shared equally by all of the Parties involved in the dispute. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 8.04 If negotiations are conducted with the assistance of a mediator and no agreement is reached, the mediator shall be instructed to proffer no opinion as to the position maintained by any party and to make no report unless directed to do otherwise, in writing, by all of the Parties. 8.05 The Parties hereto agree that no report of anything said or of any admission or communication made in the course of the negotiations or mediation hereinbefore described shall be used as evidence or shall otherwise be admissible in any legal proceeding, except with the consent, in writing, of all of the Parties. 8.06 If in the opinion of any party, acting reasonably, it is unlikely to expect the matter in dispute as between the Parties to be resolved by continued negotiations or continued mediation as hereinbefore provided, or if the matter is of such a significant nature to warrant it being addressed otherwise, then the matter in dispute shall be submitted to and shall be subjected to binding arbitration pursuant to the rules of the American Arbitration Association. The prevailing party shall be awarded reasonable attorneys’ fees and costs. 8.07 The Subcontractor liability shall be strictly limited to the value of the HVAC services agreed to be performed and for greater certainty the Subcontractor shall not be liable for any general, special, incidental or consequential damages including, but not limited to, property and equipment damage, loss of production, loss of profits, loss of revenue, or any other business or economic disadvantage suffered by either the General Contractor or the customer on account of any default or negligence of the Subcontractor. The Subcontractor agrees to indemnify and save the General Contractor harmless from any claims or judgments brought or made against it in contravention or excess thereof. 8.08 This Agreement may not be assigned or transferred by either party without the express written consent of the other party which consent may be withheld in the discretion of the consenting party. 8.09 This Agreement and the Schedules referred to herein constitute the entire agreement between the Parties and supersede all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof. The Parties further acknowledge and agree that, in entering into this Agreement, they have not in any way relied, and will not in any way rely upon any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings, express or implied, not specifically set forth in this Agreement or in such schedules, documents or instruments. 8.10 If any provision hereof is illegal or invalid, such illegality or invalidity shall not affect the validity of the remainder hereof. 8.11 This Agreement shall be binding upon and enure to the benefit of the Parties and their respective heirs, administrators, executors, successors and permitted assigns. Nothing herein, express or implied, is intended to confer upon any person, other than the Parties and their © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 respective heirs, administrators, executors, successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. IN WITNESS WHEREOF, the General Contractor and the Subcontractor have executed this Agreement as of the day and year first written above. [CONTRACTOR] Name: Title: [SUBCONTRACTOR] Name: Title: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 SCHEDULE “A” TERMS AND CONDITIONS © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7
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