Updated January 14, 2025
Terms and Conditions
These Services Terms and Conditions (“Terms”) together with the Project Bid (together, the “Agreement”) are entered into as of the effective date of the Project Bid between Customer and Resound Energy, a Washington limited liability company (“Resound”) (each a “Party and collectively “Parties”). Capitalized terms not defined in these Terms have the same meaning as in the Project Bid.
- WORK TO BE PERFORMED
Resound will perform the work as contemplated in the Project Bid according to a schedule agreed between Customer and Resound in a workmanlike manner. - PRICE EXCLUSIONS AND SUBSTITUTES
If applicable, additional electrical work required to bring pre-existing electrical up to code or electrical required to get sufficient power to the fixtures, or other unforeseen installation discrepancies are not included in the scope of the work. Resound shall not be responsible for the cost of repair to any pre-existing conditions required to complete the work. Customers acknowledge and agrees that Resound may substitute product in the Project Bid if there is no discernable difference between material scope. Resound will consider cost, product specifications, rebate incentive impact and warranty when making substitutions. - ELECTRICAL COMPLIANCE AND POWER SHUTDOWNS
Resound will need to bring any pre-existing electrical infrastructure up to current electrical codes as part of the work if related and subject to inspection. The customer acknowledges and agrees that the cost for code compliance is not included in the quotation. Per the National Electrical Code, all panels that are feeding new branch circuits for EVSE will require a power source shut down while Resound ties in the new circuits and/or feeders. Customers acknowledge and agrees that costs associated with temporary back up power are not included in the quote. - SUBSCRIPTION AND LICENSEE FEES
The customer acknowledges and agrees that Resound may be including recurring fees for work in connection with the Project not provided by Resound that the Customer will be responsible for paying and managing. - PAYMENT
A 50% down payment will be due from Customer before Resound begins work. Customer agrees to pay the Price and will pay all invoices within 30 days of the date of invoice. Resound reserves the right to issue a progress invoice if the work spans multiple months or the duration of the project is more than 2 weeks. A final invoice will be issued at the completion of work. Customer will be responsible for any applicable sales tax. Resound will charge 1% interest per month on invoices not paid by 31 days after the date of invoice, plus all costs of collections, including but not limited to reasonable attorneys’ fees. - REBATE
- In the case a rebate is funding a portion of the Work and the Customer chooses to assign the rebate to Resound and the rebate is greater than 25% of the total project cost, Resound will add 2.5% to the total project cost and invoice the Customer this updated project cost less the rebate amount.
- The rebate approval amount will be guaranteed at time of utility approval. All estimates prior to that are not commitments by Resound. Resound inherits any increase of rebate changes after rebate approval when rebate is assigned to Resound. Customer’s electric utility needs to conduct project specific analysis to approve any rebate. This may cause the incentive estimate in this quote to change. A rebate application should be submitted to the utility in order to confirm the amount. Energy savings are based on current utility rates and the estimated average market costs and average useful product lives being replaced. Customers are responsible for verifying all annual savings estimates.
- INSTALLATION HOURS
Resound will perform Work at the times that have a limited impact on the operations of the business when possible. Resound’s preferred hours of installation onsite is 7am – 3pm, unless otherwise negotiated. Off hour labor costs are not included in the quote. - CHANGE ORDERS
Customer may request and approve changes in writing to the Project, including through email (“Change Orders”). Changes not requested in writing to Resound will not be performed. Customer will designate a person or people who have authority to approve Change Orders. Changes may result in additional charges and will modify the Price accordingly. - CUSTOMER RESPONSIBILITIES
Customer will provide accurate specifications and plans to Resound. Customer will provide access to the Project site. Customer will provide any necessary heat or power at the Project site. - DISPUTES
Any controversy or claim arising out of or relating to this Agreement or its breach, will first be discussed between the principal of Client and principal of Resound. If the dispute is not resolved by the principals, it will then be submitted to the American Arbitration Association according to Construction Industry Arbitration Rules. Judgment upon the award rendered by the arbitration may be entered by the Superior Court of the county where the project is located. The substantially prevailing party in arbitration or litigation will be entitled to recover its reasonable attorney’s fees and all reasonable costs and expenses incurred, in addition to such other relief as may be awarded by the arbitrator or judge. - WARRANTY AND DISCLAIMER
Resound’s limited warranty is attached to the Project Bid, which includes a 1-year service warranty on labor in addition to the manufacturer’s warranty on material RMA’s. Resound expressly disclaims any liability for damages arising from any preexisting conditions such as defects, electrical issues, or hazardous materials present at construction sites. - CONTRACT TERMINATION
If Customer terminates the contract or Work after execution of the contract and Resound has received product to fulfill the contract the Customer agrees to pay all restocking and shipping fees. - INTELLECTUAL PROPERTY
All sketches, drawings, tracings, and photographs provided by Resound will remain the property of Resound. - INDEMNIFICATION
- Indemnification By Resound. Resound will indemnify, defend, and hold harmless Customer and its directors, officers, agents, and employees against all suits, claims, or actions arising out of any injury or death or damage to property that may occur or be alleged to have occurred (“Indemnity Events”), to the extent directly caused by Resounds use of the Site or the negligent acts or omissions of Resound, its agents, employees, or contractors, except to the extent caused by the negligence or willful misconduct of Customer, its employees, contractors, or agents.
- Indemnification by Customer. Customer will indemnify, defend, and hold harmless Resound and its directors, officers, agents, and employees against all suits, claims, or actions arising out of any injury or death or damage to property that may occur or be alleged to have occurred related to the Site, except to the extent caused by the negligence or willful misconduct of Resound, its employees, contractors, or agents.
- The indemnifying Party will pay the reasonable attorney’s fees of the indemnified Party for the defense of the Indemnity Events. Each Party will have the right to choose its own counsel if being indemnified. The indemnity provided by the indemnifying Party will be limited to the indemnifying party’s proportional responsibility for any breach, act, or omission giving rise to the claim for which indemnity is sought.
- LIMITATION OF LIABILITY
Except for each Parties indemnification obligations, both Parties’ liability shall not exceed three (3) times the Price of the Agreement. Neither Party will be liable under these Terms for punitive, indirect, incidental, consequential, or special damages related in any way to these Terms, including but not limited to loss of profits, anticipated profits, revenue, opportunity, financing, loss of goodwill, or business interruptions. - LIEN RIGHTS
The suppliers of Resound will issue liens rights against the physical property for which this Work is intended. This is standard practice in the real estate market and is intended to ensure that Resound fulfills its commitment to pay Resound’s supplier. Resound also reserves the right to exercise lien rights in case of Customers failure to pay. - INSURANCE
Resound will acquire and maintain workers’ compensation, commercial general liability, and automobile liability insurance coverage in amounts sufficient to satisfy obligations under this Agreement and in accordance with industry standards. - DELAY
If Resound is delayed at any time in beginning or progressing the Project by any act or neglect of Customer, by any employee or separate contractor or consultant of Customer, or by changes in the Work, labor disputes, fire, unusual delays in deliveries, unavoidable casualties, or other causes beyond the control of Resound, then the schedule will be reasonably extended to provide adequate time for Resound to complete the Work. - LAWS & REGULATIONS
Both Parties and their employees and representatives represent and warrant that they will at all times comply with all applicable laws, particularly those relating to wages, hours, fair employment practices, nondiscrimination, safety, and working conditions required by any government authority for the Work. - GOVERNING LAW
These Terms and any claims that arise out of them will be governed exclusively by the laws of the State of Washington without regard to its conflicts of laws provisions. - NOTICE
Notice to a Party will be validly given if in writing and transmitted by a method that produces a record of delivery, to the address (including email address) most recently provided by the Party. - NO WAIVER
No waiver of any provision of these Terms will be effective unless explicitly in writing and signed by the waiving Party. The express waiver of any right, interest, or remedy in a particular instance will not constitute a waiver in any other instance. - ASSIGNMENT
Neither Party may assign a right under these Terms with the prior written consent of the other Party, except that either Party may assign its rights and obligations under these Terms during a sale of all or a substantial part of its business. Except as noted above, any assignment without consent is void. - SEVERABILITY
If any provision of these Terms are held by a court of competent jurisdiction to be contrary to law, the provision will be deemed void, and the remaining provisions of these Terms will remain in effect. - NO THIRD-PARTY RIGHTS OR BENEFICIARIES
No third-party beneficiaries exist under these Terms. - SURVIVAL
Any indemnity under these Terms is independent and survives termination of these Terms or the Project Bid. Any other term by its nature intended to survive termination survives termination. - PRECEDENCE
If any conflict exists between these Terms and the Project Bid, the Project Bid will control.