1. Acceptance & Terms.  These terms and conditions (the “Terms”) together with any quotation estimate (the “Estimate”), and any purchase order (the “Purchase Order”) submitted between COIL, Inc. (“COIL”) and its customer (the “Customer") (together, the “Agreement”) and any subsequently executed change order (the “Change Order” and together with the Agreement, the “Agreement Documents”) shall govern the relationship between COIL and its Customer.

 

Customer’s execution or otherwise acceptance by any means of the Estimate and/or Purchase Order, including allowing COIL’s performance of any work, constitutes Customer’s agreement and acknowledgement to these Terms.

 

2. Pricing and Taxes.   Prices quoted by COIL are valid for a 60-day period from the date the Estimate is sent to the Customer. Pricing does not include any sales or use taxes. Any tax, assessment, or charge upon the provision of COIL’s services, imposed by Federal, State, Municipal or other Governmental authority and any increase in costs resulting from any Governmental laws or regulations affecting the subject matter of any sale, raw material or labor involved therein, and other costs of COIL, shall be added to the price and paid by the Customer.

 

3. Quotation Estimate.  Unless noted otherwise, estimated price quotations are based on information available at the time of the Agreement, and subject to the following conditions:

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(a)    The costs quoted assume continuous and unhindered access to the site by prior arrangement with Customer. Should vehicles or access not be granted per construction start date, vehicle or equipment owner may be subject to clearing or tow away fees.

(b)    Where work is to extend or modify existing circuits, costs quoted assume that the existing installation is in adequate condition and complies with minimum current regulations and codes per local Authority Having Jurisdiction (AHJ). Any extra work required to bring the necessary parts of the existing installation up to standard will be at an additional cost. 

(c)    Where any code compliance, as identified by an electrical inspector, is needed, any additional costs will be the responsibility of the Customer, if not in scope of the initial installation. 

(d)    COIL shall not be held liable for errors or omissions in the designs of others, nor inadequacies of materials and equipment specified or supplied by others. For example, if there are electrical requirements detailed or included (but not limited to) in the mechanical, audio/visual/data/security/fire alarm, plumbing, or architectural drawings and those requirements were not transferred to the electrical drawings by the engineer of record – this exclusion is considered an error of omission. COIL will not be held liable for the given oversight.

(e)    Rock Clause: If material is too large, heavy or cumbersome that it cannot be removed with an excavator (i.e., backhoe) or trencher (i.e., ditch witch), then the part of the excavation that requires other methods of removal such as, but limited to, pneumatic jack hammer, hydraulic rock breaker, or ram hoe will be billed on a time-and-material basis.

(f)    Excavation: Any material or soils including but not limited to, asphalt, rock, concrete, old or existing concrete light standards (e.g., for site lighting or bollard lighting, etc.) will remain on the premises. Any hauling or moving of debris is outside the scope of this project. This includes debris that is to be hauled within the property or outside of the property. The removal of debris, as noted, is by others.

(g)    Utility charges are not included. Any charges from the utility for either temporary or permanent service will be the responsibility of the customer. 

(h)    Where installations require in-wall wiring, all patching, repair, and painting will be the sole responsibility of the Customer.

(i)    Where carpet, pavers, decking, or flooring coverings may require lifting to allow concealed installation work; best efforts will be made to avoid damaging them and to refit them to an acceptable standard. However, consideration of employing a specialist fitter may be prudent, at Customer’s cost, to effect a fully satisfactory reinstallment.

(j)    All reasonable efforts will be made to undertake installation work to a clean standard. However, dust is inevitable, and final cleaning will be Customer’s sole responsibility.

(k)    While undertaking the installation work at the property, the client is required to provide power free of charge and use on-site garbage containers for disposal.

(l)    For property rewires, the property must not be inhabited, unless COIL and Customer previously agree so in writing and subject to the conditions agreed upon.

 

The following items will not be included in any quotation:

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(a)    Clearing and/or moving of furniture and other items blocking access to work areas.

(b)    Unless indicated, disposal of old or replaced equipment.

(c)    Removal from site and disposal of rubble, fittings, wiring, materials, general waste, and packaging. However, this can be provided at an extra cost.

 

4. Additional Scope and Change Orders.  Any additional work not covered in the Estimate will be quoted as a Change Order and shall be agreed upon in writing or over the phone approval prior to commencement. Any post installation changes to the originally approved installation shall be considered an additional scope and subject to a Change Order. 

 

5. Cost Increase.  COIL may notify Customer in writing or over the phone approval prior to, at commencement or during of the Agreement, of any cost increases for materials (copper wire, electrical panels, conduit, etc.), components (breakers, EVSE, etc.) and labor / operations (employment costs increase, insurance, fuel, etc.) for all products and services to the extent such increases, individually or in the aggregate, would cause total finished cost of such product or service to increase by more than 2%. Upon Customer's request, COIL will furnish reasonable supporting documentation including commodity pricing, supplier pricing changes, increase in service fee, consumer price index and other published data sources. Upon such notification, the parties shall negotiate in good faith to adjust the applicable prices to account for such increases. In the event that price changes are not agreed upon as a result of such good faith negotiations, then the contract is subject to cancellation with no conditions attached, penalties or liability to any party.

 

6. Payment Terms.  COIL will send Customer an invoice, or invoices, pursuant to each Estimate and, if applicable, any Change Order, upon completion of the installation work, or of each phase of the installation work, as the case may be. Payments for products provided and services rendered shall be due and payable in full immediately for residential installations, and Net 30 Days for commercial installations upon receipt of each invoice. A simple interest of [three percent (3%) per month] will be imposed on the unpaid balance of overdue accounts. Should this charge exceed that allowed by governing law, the maximum rate allowed by law shall apply. 

 

7. Default.  If the Customer fails to pay any amount under the Agreement Documents or if the Customer fails to observe, keep or perform any other provision of these Terms required of it, and if the Customer fails to remedy, cure or remove such failure in payment or such other failure in observing keeping or performing the provisions of these Terms within [10 days] after receipt of written notice from COIL thereof, COIL shall have the right to exercise any one or more of the following remedies: (i) terminate the Agreement unilaterally, (ii) demand assurance of performance, (iii) suspend its performance under the Agreement, (iv) notify any owner, general contractor, or bonding company of Customer's default, (v) declare a cross default of any other agreement with Customer and apply any funds from other agreements to any deficiencies hereunder, (vi) seek repossession of its products or render them useless, and/or (vii) exercise all other remedies available at law or under the Agreement. If COIL commences litigation or employs attorneys to collect payment for any amount due from Customer, Customer agrees to pay reasonable costs and attorney’s fees which may be due. If Customer’s check does not clear, Customer could be liable for more than the check amount plus the face value of the check, all banking fees, and a $250 administration fee.

 

8. Risk of Loss and Title.  All products supplied by COIL, including EV chargers, shall be shipped or delivered to the Customer’s property. All risk of loss or damage to the supplied products shall pass to the Customer upon COIL’s delivery of the products to the Customer. COIL shall retain title of the goods supplied until all sums due by Customer have been paid in full.

 

9. Customer’s Insurance.  Customer shall either self-insure or obtain and maintain its own liability insurance for protection against claims arising out of the performance of the installation services, including, without limitation, loss of use and claims, losses, and expenses arising out of the Customer’s acts or omissions. 

 

10. Permit Liability.  By waiving the option for a permit, self permitting by intention or by accepting an Estimate without a permit listed or as an exclusion, Customer fully agrees to bear the exclusive responsibility of applying, pulling, and paying for any permits, inspections, approvals, sanctions or penalties from the “Authority Having Jurisdiction” (AHJ) defined as an organization, office, or individual responsible for enforcing the requirements of a code or standard, or for approving equipment, materials, an installation, or a procedure applicable to the works to be performed under the Agreement. If Customer obtains the applicable permit, it is the Customer’s responsibility to make sure the work is being done in accordance with the approved plans, codes and AHJ specific requirements. Unless specified in the Agreement, the scope of work may or may not fully comply with AHJ requirements and it is the responsibility of the Customer to ensure compliance of such standards. Any additional work required to bring the existing or new installation up to AHJ requirements regardless of electrical, aesthetic, placement, painting, installation, and other methods and means which were not included in the original scope of work will be considered a Change Order and billed as additional work.

 

11. Warranty.  COIL grants a standard, non-transferrable, 1-year warranty on all labor and parts supplied by COIL. COIL expressly warrants that material and equipment shall be free from defective workmanship and materials. COIL further warrants that all work shall be performed in a workmanlike manner and that said work shall be free from defects in material and workmanship under normal use and service. Customer shall make no repairs or alterations to any parts without the express written consent of COIL. COIL’ warranty does not include remedies for defects or damages caused by normal wear and tear during normal usage, use for a purpose for which the work was not intended, improper or insufficient maintenance, modifications performed by the Customer or others, or abuse. Customer supplied equipment is also excluded from COIL’s warranty. 

EXCEPT FOR THE FOREGOING WARRANTIES, THE PRODUCTS AND SERVICES PROVIDED BY COIL ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTY OF ANY KIND, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, COIL DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

 

12. Limitation of Liability.  Notwithstanding any other provision of these Terms to the contrary, COIL's aggregate responsibility and liability, whether arising out of contract or tort, including negligence and strict liability, under the Agreement, including, but not limited to, all claims for breach, failure of performance or delay in performance shall not exceed the contract price for the products. In no event shall COIL be liable in contract or in tort, including negligence and strict liability, for any special, punitive, indirect, incidental or consequential damages of any kind or character, including, but not limited to, loss of use of facilities or products, diminution in value, loss of revenues or profits or loss under purchases or contracts made in reliance on the performance or non-performance of the products or services provided by COIL, whether suffered by the Customer or any third party, or for any loss or damage arising out of the sole or contributory negligence of the Customer, its employees, agents or any third party.

 

13. Restriction of The Period Limitation of Action. Any legal action relating to this Agreement or breach thereof shall be commenced within one (1) year from the date the work is finished. Consumer shall be deemed to have accepted all delivered goods which he has not rejected within sixty (60) days of receipt.

 

14. Replacements and Refunds. If any inherent defects in design, workmanship or materials supplied hereunder shall be discovered by Customer and Customer gives COIL notice of such defects within thirty (30) days of delivery or from which work is finished, as applicable, COIL shall, at its sole discretion, either replace any defective parts or workmanship or refund for amounts paid by Customer for said services. The aforementioned repairs or refunds by COIL shall constitute the sole remedy to Customer and the sole liability of COIL whether on warranty, contract, or negligence. COIL shall not be liable for any other costs, expenses, or damages. All warranty issues must be allowed to be inspected and approved by COIL before any repair is made or warranty is voided.

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15. Indemnity. 

 

15.1  To the fullest extent permitted by law, Customer agrees to indemnify and hold harmless COIL against any loss or damages incurred by COIL for any and all claims arising from or connected to the use of the supplied products and the services rendered, to the extent that such claims do not arise or are caused by COIL's sole gross negligence.  Damages as referred to herein shall include any monetary damages, court costs, attorney's or legal fees and any other costs or damages suffered by COIL arising from, or in connection with, claims made as described in this paragraph.

 

15.2  To the fullest extent permitted by law, COIL agrees to indemnify and hold harmless Customer against any loss or damages incurred by Customer for any and all claims arising from or connected to the use of the supplied products and the services rendered, but only to the extent that such claims arise or are caused by or as a result of COIL's sole gross negligence.  Damages as referred to herein shall include any monetary damages, court costs, attorney's or legal fees and any other costs or damages suffered by Customer arising from, or in connection with, claims made as described in this paragraph. Parties expressly agree that COIL will not be liable before Customer or any third party for the damages, losses or claims arising from (a) the misuse of the products supplied by COIL, (b) any act or omission by Customer or any third party to which COIL did not consent in writing, (c) the breach of this Terms, (d) prior existing conditions in the buildings and properties were products are installed, or (e) incompatibility or malfunction of other equipment, vehicles or supplies derived from the connection of products by COIL. 

 

16. Termination.  Breach of any of the provisions under the Agreement Documents by Customer, including effecting or allowing any alterations, additions, adjustments, or repairs made by third-parties other than COIL, unless previously authorized in writing by COIL, will be cause of termination of COIL’s obligations under the contract.

 

17. Assignment.  The Customer may not assign its rights and obligations under these Terms and the Agreement Documents absent the express, prior written consent of COIL.

 

18. Waiver of Trial by Jury.  The Customer hereby waives trial by jury in any action or proceeding to which the Customer and COIL may be parties, arising out of or in any way pertaining to these Terms or the Agreement Documents. This waiver is knowingly, willingly, and voluntarily made by the Customer, and the Customer hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect.

 

19. Governing Law & Venue.  The Agreement shall be interpreted under and shall be governed by the laws of the state of California without regard to the conflict of law principles thereof. The Parties hereby agree that any dispute between the parties arising under these Terms that is not settled through mediation will be litigated in the federal courts of the State of California.

 

20. Updates to Terms.  COIL may modify these Terms at any time by posting a revised version on its website, by otherwise notifying you, and/or by requiring you to accept the new revised Terms. The modified Terms will become effective (i) upon posting or (ii) if we notify you by email, as stated in the email message.  Should COIL provide you with any work after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to review these Terms to be aware of the most recent version.   

 

21. Publicity.  Customer grants exclusive rights to COIL and ownership to publish work and projects for publicity purposes. COIL reserves the right to take photographs and videos of completed works for our records and for use in our portfolio and social media unless requested in writing prior to commencement not to.