Parties: This Service Agreement (“Agreement”) is made and entered into by and between Chardon Laboratories, Inc., an Ohio corporation with its principal place of business at 7300 Tussing Road, Reynoldsburg, Ohio 43068 (“Chardon”), and the customer identified in the Proposal or Service Order (“Customer”).
Whereas Chardon is engaged in the business of providing professional water treatment services, including but not limited to technical services, supply of treatment chemicals, and system monitoring for industrial and commercial water systems.
Now, therefore, in consideration of the mutual promises herein, the parties agree as follows:
Customer shall be billed at the inception of service. Equipment purchased by Customer shall be invoiced upon shipment. If installation of equipment is included, Customer will be invoiced for equipment and installation upon completion of installation. All invoices are due within thirty (30) days of the invoice date.
A late fee of 1.5% per month will be assessed on all delinquent accounts.
All service visits beyond those provided through this Agreement, where it is determined that no failure of water treatment or service exists, shall be invoiced separately on a time-and-materials basis at time-and-a-half rates during Chardon’s regular business hours, and at double-time rates for weekends and Chardon-observed holidays.
Either party may cancel this Agreement by providing written notice to the other party at least thirty (30) days prior to the desired termination date.
If the Customer terminates this Agreement, the Customer shall immediately pay the full outstanding principal amount for all equipment purchased on an installment basis and for all services rendered prior to the termination notice.
Upon cancellation by either party, all unused chemicals shall remain the property of Chardon and may be removed at Chardon’s discretion. This includes any batch tanks supplied by Chardon under this Agreement.
Chardon shall provide services as outlined in the Proposal or Service Order incorporated by reference into this Agreement.
If, during the term of this Agreement, Customer’s equipment is modified, expanded, or if the quality or quantity of make-up or feed water changes in a way that increases chemical usage or requires changes to system controls or equipment, Chardon reserves the right to revise the scope, terms, and pricing of this Agreement. Such changes shall be communicated in writing and agreed upon by both parties before implementation.
Customer shall provide Chardon with prompt and safe access to all relevant equipment covered under this Agreement, including removal, replacement, or dismantling required for proper service execution.
Due to the complex and variable nature of microbial growth, Chardon does not guarantee the prevention of waterborne pathogens (e.g., Legionella bacteria). Chardon does, however, offer services designed to reduce the risk of such growth.
Chardon warrants that it shall perform services in a workmanlike manner consistent with industry standards. CHARDON MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Chardon’s liability for personal injury or property damage shall be limited to damages caused directly by its gross negligence. UNDER NO CIRCUMSTANCES SHALL CHARDON BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF REVENUE.
Chardon assumes no liability for damages caused by the negligent design of third-party equipment, misuse or abuse by others, or for damages beyond the scope of its services or control.
Chardon shall not be liable for any loss, delay, or damage caused by events beyond its reasonable control, including but not limited to acts of God, government orders, pandemics, power failures, labor disputes, civil unrest, war, or supply chain disruptions.
The prices quoted exclude sales and use taxes. Customer agrees to pay any applicable present or future taxes or government charges related to the transfer, use, or possession of equipment or services under this Agreement. Chardon may adjust pricing if Customer fails to provide a valid exemption certificate.
This Agreement is subject to annual review. Pricing adjustments may be made based on chemical costs, water quality changes, or inflation. Notice of price changes will be provided at least thirty (30) days in advance. All notices shall be in writing and delivered by mail or in person to the addresses provided.
This Agreement may not be assigned by either party without the prior written consent of the other.
Customer acknowledges that effective water treatment may remove deposits that mask preexisting conditions such as corrosion pinholes or cracks. Chardon shall not be liable for any damage, leaks, or failures arising from such preexisting conditions, even though they may become apparent after Chardon commences service.
This Agreement, including any attachments, constitutes the entire understanding between the parties. All prior discussions, proposals, or agreements are superseded. Any modifications must be in writing and signed by authorized representatives of both parties.
