Introduction and Scope of Agreement
This Master Terms and Conditions and Limited Labor Warranty Agreement ("Agreement") is entered into by and between VORXS HVAC (the "Contractor" or "Seller") and the original purchaser ("Client"). This legally binding Agreement hereby governs the sale of HVAC products, all service engagements, and the exclusive coverage provided under the labor warranties for all HVAC installations, repairs, and related services. These Terms and Conditions shall govern all sales of products and services performed by the Contractor under the associated Installation Proposal. This Agreement explicitly supersedes and replaces all prior oral or written communications, understandings, and negotiations. Any attempt by the Client to introduce additional or conflicting terms in any purchase order or communication shall be deemed a material alteration and is expressly rejected by the Seller. Client acceptance and acknowledgment of this legally binding Agreement shall be confirmed by the act of signing the Installation Proposal, accepting delivery of products, or authorizing the commencement of any services. This Agreement and all rights and obligations arising hereunder shall be construed and governed exclusively by the laws of the State of California, without regard to its conflicts of laws principles. The parties hereby covenant that the exclusive venue for any legal action arising from or related to this Agreement shall be the state or federal courts located in Orange County, California.
Preliminary Notices
Right to Cancel (3-Day Notice)
In strict compliance with California Civil Code §1689.5, You, the buyer, have the right to cancel this contract within three business days. You may cancel by e-mailing, mailing, faxing, or delivering a written notice to the contractor at the contractor's place of business by midnight of the third business day after you received a signed and dated copy of the contract that includes this notice. Include your name, your address, and the date you received the signed copy of the contract and this notice.
If you cancel, the contractor must return to you anything you paid within 10 days of receiving the notice of cancellation. For your part, you must make available to the contractor at your residence, in substantially as good condition as you received it, any goods delivered to you under this contract or sale. Or, you may, if you wish, comply with the contractor's instructions on how to return the goods at the contractor's expense and risk.
If you do make the goods available to the contractor and the contractor does not pick them up within 20 days of the date of your notice of cancellation, you may keep them without any further obligation. If you fail to make the goods available to the contractor, or if you agree to return the goods to the contractor and fail to do so, then you remain liable for performance of all obligations under the contract. The Client hereby warrants that the Owner has received a copy of this Three-Day Right To Cancel.
Preliminary Notice of Mechanics Lien
NOTICE IS HEREBY GIVEN that this transaction is subject to the provisions of the California Civil Code governing mechanics liens. It is important to be aware that if anyone who helps improve your property is not paid, they have the right to record a MECHANICS lien on your property. A mechanics lien is a claim against your property, similar to a mortgage or home equity loan, and is recorded with the county recorder.
Even if you pay your contractor in full, unpaid subcontractors, suppliers, and laborers who contributed to the improvement of your property can still record mechanics liens and take legal action to foreclose the lien. If a court deems the lien valid, you may be required to pay the amount twice or have your home sold to cover the lien. Additionally, liens can impact your credit.
Failure by the Client to make timely and complete payment for the services and materials provided may grant the Contractor the right to file a mechanics lien against the Client's property. The filing of such a lien constitutes an encumbrance on the property title and shall significantly affect the Client's ability to sell, refinance, or otherwise transfer the property until the outstanding debt is fully resolved and the lien is formally released.
Protecting Yourself from Liens and CSLB Information
To protect their right to record a lien, subcontractors and material suppliers must provide you with a document known as a "Preliminary Notice." This notice is not a lien itself but serves to inform you that the sender has the right to record a lien on your property if they are not paid. It's important to note that the Preliminary Notice can be sent up to 20 days after the subcontractor begins work or the supplier provides materials, which can become problematic if you have already paid your contractor before receiving the Preliminary Notices. You will not receive Preliminary Notices from your prime contractor or individuals you directly contract with, as the law assumes you are aware of their work on your property.
You can take steps to protect yourself from liens by obtaining a list from your contractor that includes all subcontractors and material suppliers involved in your project. Find out when these subcontractors started their work and when the suppliers delivered goods or materials. Then, wait for 20 days while paying attention to the Preliminary Notices you receive. One method of protection is to make payments using joint checks. When your contractor informs you that it's time to pay a subcontractor or supplier who has provided you with a Preliminary Notice, write a joint check payable to both the contractor and the subcontractor or material supplier. REMEMBER, IF YOU TAKE NO ACTION, YOU ARE AT RISK OF HAVING A LIEN PLACED ON YOUR HOME.
The Contractors' State License Board (CSLB) is the state agency responsible for licensing and regulating construction contractors, ensuring consumer protection. If you require information regarding a licensed contractor you are considering, including any disclosable complaints, disciplinary actions, or civil judgments reported to CSLB, please contact them. It is recommended to only hire licensed contractors. If you file a complaint against a licensed contractor within the legal deadline, usually four years, CSLB has the authority to investigate the matter. However, if you hire an unlicensed contractor, CSLB may not be able to assist you in resolving your complaint, and your only recourse may be through civil court. For more information, visit CSLB's website at www.cslb.ca.gov or call CSLB at 800-321-CSLB (2752) or write to CSLB at P.O. Box 26000, Sacramento, CA 95826.
2. Right to Refuse Service, Cancel Job, or Terminate Membership
The Contractor expressly reserves the sole and absolute right, at its exclusive discretion and without incurring any liability to the Client, to refuse any request for service, cancel any scheduled or ongoing job, or unilaterally terminate any maintenance or service membership at any time. This right may be exercised for cause, which shall include, but not be limited to:
- Safety Concerns, if the work site is determined by the Contractor's personnel, in their sole professional judgment, to pose an imminent and unreasonable risk of injury (e.g., hazardous material exposure, structural instability, non-compliant access, or aggressive persons/pets).
- Unforeseen Conditions, such as the discovery of severe structural defects or concealed code violations that render the proposed work impractical, excessively hazardous, or legally prohibited.
- Client Breach, including any material breach of this Agreement or non-compliance with safety instructions.
- Abuse or Threat directed toward Contractor personnel.
- Financial Risk, resulting from the Client's material failure to adhere to scheduled payment terms or discovery of significant, unresolved credit issues.
In the event of such refusal or cancellation, the Contractor's sole and exclusive liability shall be the refund of payments received for services not yet rendered or for materials not yet installed, subject to the conditions set forth in Section 4.
3. Payment Terms
Payment obligations are strictly due as stipulated in the executed Installation Proposal. A mandatory final payment for all services and materials is required upon the date of substantial completion of the work described in the proposal. Substantial completion is defined as the point at which the installed equipment is fully functional and capable of being used for its intended purpose, notwithstanding minor, non-critical punch-list items. Time of payment is of the essence.
4. Refund Policy
VORXS HVAC shall provide refunds strictly under the following defined conditions:
- For Uncommenced Work, a full refund will be issued for any payments received specifically for labor and services that have not yet been initiated by the Contractor.
- For Materials Purchased, if the Client cancels the contract or a portion of the work, a refund for materials purchased by the Contractor for the project is strictly contingent upon the supplier's ability and willingness to accept the return of the materials. If the supplier accepts the return, the Contractor shall issue a refund equivalent to the original material cost. If the supplier imposes a restocking fee for the return, this fee shall be passed directly on to the Client and subtracted from the material refund amount. The remaining balance of the payment, if any, shall be refunded to the Client.
- Refund Processing: All refunds shall be processed using the original payment method. If the original payment was made in cash, a company check will be issued to the Client for the refunded amount within a reasonable timeframe.
5. Limited Labor Warranty Coverage
The Contractor warrants all labor performed during the installation and replacement of new HVAC systems to be free from defects in workmanship for a period of one (1) year from the official installation date. This labor warranty is strictly limited to correcting deficiencies in the Contractor's installation methods. This labor warranty shall be immediately and irrevocably voided if any maintenance, repair, or modification work is performed on the warranted system by any entity or individual other than VORXS or its specifically authorized representatives.
A limited labor warranty of one (1) year is also provided exclusively for the workmanship related to the ducting installed.
For all HVAC and electrical repair services, the Contractor provides a limited labor warranty covering workmanship for thirty (30) days from the date the repair was completed. Should the exact same original diagnosed issue recur within this timeframe, it shall be resolved at no additional labor cost, provided the original repair was completed exclusively by the Contractor. This warranty excludes subsequent failures caused by unrelated issues.
The Contractor provides no warranty whatsoever, express or implied, for used HVAC equipment, its components, or its performance. The sale of used equipment is strictly on an "as is, where is" basis, and the Client assumes all associated risks.
6. Manufacturer's Warranty and Claim Process
The Contractor makes no warranties regarding the equipment itself; the Client's sole remedy for defective equipment or parts lies with the equipment manufacturer. In the event of a product defect resulting from manufacturing error, the Client's recourse and protection are governed exclusively by the manufacturer's specific parts warranty. The Client is solely responsible for registering the equipment and complying with the manufacturer's terms. To initiate a claim for manufactured defects, the Client must contact the manufacturer directly and provide all necessary documentation. The manufacturer will autonomously assess the claim and determine coverage. The Contractor is not liable for the manufacturer's warranty decision or claim timeline.
7. Warranty Duration Summary
| Coverage | Duration |
|---|---|
| Installation Warranty (New HVAC Systems — Labor) | 1 year |
| Ducting (Labor) | 1 year |
| Repair Workmanship (Labor) | 30 days |
| Used HVAC Equipment | No warranty ("as is") |
| Manufacturer's Warranty (Parts) | As specified by the manufacturer |
8. Design Conditions
Equipment sizing and design are executed in adherence to prevailing California's climate standards and industry-accepted load calculations. The Seller makes no representation or warranty regarding the performance or energy consumption of the system. The Seller shall not be held liable for performance deficiencies arising from inaccurate or incomplete data provided by the Customer, pre-existing structural flaws, inadequate insulation, or unforeseen architectural/environmental conditions impacting heat load.
9. Warranty Covenants and Exclusions
The Contractor covenants to rectify any defects in workmanship covered by the specified labor warranty periods at no additional labor cost to the Client, provided the claim is made in writing and within the applicable warranty period. The Labor Warranty explicitly does not cover, and is immediately and automatically voided by, the following conditions:
- Misuse or Neglect (including failure to perform recommended maintenance).
- External Factors (including power surges, severe weather events, or other Acts of God).
- Pest and Animal Damage (the Client is solely responsible for maintaining preventive pest control).
- Unauthorized Modification.
- Routine Maintenance costs.
The Client's failure to adhere to responsibilities such as maintaining proper ventilation, neglecting to regularly change filters, or failing to schedule annual professional maintenance shall void the labor warranty. During the warranty period, only VORXS or its authorized representatives may perform repairs; Unauthorized repairs performed by others shall result in the immediate and permanent voidance of the VORXS labor warranty.
10. Emergency Procedures
In the event of an HVAC emergency (defined as a safety risk or complete loss of essential heating/cooling during extreme weather), the Client shall:
- Turn Off the System immediately.
- Contact Emergency Services (911 or utility company) if an immediate risk of fire, flood, or gas leak is present.
- Notify VORXS immediately by calling 657-274-8597 for urgent guidance and repair scheduling.
11. Indemnification Clause
The Client covenants and agrees to indemnify, defend, and hold the Contractor harmless from and against any and all claims, demands, damages, liabilities, or expenses (including reasonable attorney's fees) arising directly or indirectly from the Client's negligence, breach of this Agreement, improper use, willful misconduct, or failure to maintain the HVAC system as required by this Agreement.
12. Limitations on Claims
To ensure efficient and timely resolution, all claims regarding defects or issues covered under this Warranty must be formally reported to the Contractor in writing within thirty (30) calendar days of the date the Client first discovered or reasonably should have discovered the defect. Failure to report within this period may result in the denial of the claim.
13. Dispute Resolution and Arbitration
The parties expressly agree that any controversy or claim arising out of or relating to this Agreement that cannot be settled through direct negotiation, shall be settled exclusively by binding arbitration administered by a recognized arbitration association (e.g., JAMS or AAA) in accordance with its rules. The arbitration shall take place in Orange County, California.
Furthermore, BY ENTERING INTO THIS AGREEMENT, THE CLIENT AND THE CONTRACTOR HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
14. Environmental and Safety Compliance
The Contractor covenants that all installations shall comply with mandatory federal, state, and local building codes and environmental regulations. The Client warrants that the property is in compliance with all relevant safety regulations and that no existing property violations shall affect the warranty validity or safe operation of the installed system.
15. Notification of Changes
The Client shall notify the Contractor in writing of any structural changes to the property or alterations to the HVAC system that could potentially affect the system's performance or warranty coverage.
16. Transfer of Warranty Conditions
The VORXS Labor Warranty is transferable to a new homeowner upon the sale of the property at no charge, provided the requirements set forth below are strictly met. The transfer of the equipment manufacturer's parts warranty is a separate matter and is subject to the manufacturer's terms.
Warranty transfer requirements:
- Written notification of the property sale must be provided to VORXS within thirty (30) days of the closing date.
- The new homeowner must provide all necessary contact and ownership information along with verifiable proof of the original system purchase.
- Transfer of the manufacturer's parts warranty is contingent on the manufacturer's specific policy and may include a separate fee imposed directly by them.
- If VORXS is required to process documentation or registration with the manufacturer for the transfer, an administration fee will be charged, and the new homeowner shall be informed of the exact, applicable fee amount at the time the transfer request is submitted.
17. Maintenance Recommendations
The Client acknowledges that failure to perform the following maintenance may void the labor warranty:
- Schedule professional maintenance at least once per year.
- Change or clean air filters every one to three (1–3) months.
- Keep all outdoor condensing units free of debris and vegetation.
18. Notices
Any formal notice required or permitted under this Agreement must be in writing and shall be deemed duly given: (a) upon personal delivery; (b) the date of confirmed transmission if sent by electronic mail (provided receipt is confirmed); or (c) three (3) business days after deposit with a nationally recognized courier service addressed to the parties at their respective addresses set forth in Section 23.
19. Renewal Options
Clients may inquire in writing about available options for extending warranty coverage beyond the initial labor warranty period.
20. Entire Agreement (Integration Clause)
This document constitutes the full, final, and entire agreement (the "Integration Clause") between the parties regarding the subject matter herein. It expressly supersedes and merges all prior agreements, discussions, negotiations, and understandings, whether oral or written. No covenant, representation, or warranty not set forth in this Agreement shall be binding upon either party. Any future modification to this Agreement must be documented in writing and formally signed by authorized representatives of both VORXS HVAC and the Client.
21. Severability
If any single provision or part of a provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable under California law, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
22. Acknowledgment and Signature
By signing below, the Client and the Contractor acknowledge and agree to be bound by the terms and conditions contained within this Master Terms and Conditions and Limited Labor Warranty Agreement.
23. Contact Information (For Formal Notices)
For all formal notices and communications required under Section 18 — or to call us first and talk it through:
- Phone
- (657) 274-8597
- Website
- www.vorxs.com
- Address (for Certified Mail)
- 1912 N Broadway Suite 104,
Santa Ana, CA 92706
24. Glossary (Definitions)
- Contractor / Seller
- VORXS HVAC.
- Client
- The original purchaser of the services and equipment.
- Agreement
- This Master Terms and Conditions and Limited Labor Warranty document.
- Substantial Completion
- The stage of the Work where the installed equipment is fully functional and capable of being used for its intended purpose.
- Labor Warranty
- The limited guarantee provided by VORXS covering the workmanship of the installation and repairs for a specified duration.
- Acts of God
- Unforeseen natural occurrences that could not have been prevented by reasonable foresight (e.g., earthquakes, floods, severe winds).