Parties. “Constellation” means Constellation Home Products & Services, LLC dba Constellation and “Customer” means the customer named on the first page of this Contract.

Coverage. As applicable and noted on the Contract cover page, this Contract provides the following coverage: 

• Preventive Maintenance for Commercial Heating and Cooling Systems: (a) 10% discount on parts and labor for heating, air conditioning, plumbing, and electrical repairs as specified in this Contract and (b) an annual inspection(s) of said equipment as outlined in Service Plan Summary of this Contract.
• Preventive Maintenance Plus Labor for Commercial Heating and Cooling Systems: (a) 10% discount on parts and no labor charges for heating and cooling repairs as specified in this Contract and (b) 10% discount on parts and labor for plumbing and electrical repairs as specified in this Contract and (c) an annual inspection(s) of said equipment outlined in Service Plan Summary of this Contract.

Constellation reserves the right, at its election, to inspect the equipment to determine its condition before accepting this Contract. Constellation shall provide services in accordance with this Contract, consisting of the brochure and all attachments and exhibits, and these Preventive Maintenance Program Terms and Conditions, which together constitute the entire agreement between the parties and supersede and replace any and all prior communications, agreements, arrangements, or understandings, whether oral or in writing, between the parties. This Contract shall become valid after acceptance by Customer and approval by Constellation. Constellation expressly rejects any additional or inconsistent terms and conditions contained in any proposals, purchase orders, or other documents supplied by Customer.

Service Calls. All non-emergency service calls will be performed during Constellation’s regular working hours (8:00 am to 5:00 pm Monday through Friday). Service calls will be made under this Contract within our service territory only. The ability of Constellation to provide emergency service within 24 hours is contingent upon weather conditions, customer call volume, road conditions and no force majeure events beyond our control including but not limited to flood, fire, strike, acts of God, etc. In the event we determine, at our sole discretion, that there is an emergency situation requiring expedited service, we will make reasonable efforts to expedite service. We will determine, at our sole discretion, which repairs constitute an emergency and will give consideration to covered malfunctions that affect the habitability of the dwelling. At our sole discretion, Constellation reserves the right to charge a minimum fee equivalent to 3 hours of our hourly service rate for each non-emergency service call performed outside of our regular working hours. In order to obtain service under this Contract, please call 1-877-427-2003.

Maintenance Checks. Constellation will perform preventive maintenance / inspection checks to maintain the covered equipment as outlined in Service Plan Summary. Maintenance checks (inspections) are scheduled at customer’s request by calling 1-877-427-2003. Inspection schedules are as follows: Heating: (1) one check per year; Cooling: (1) check per year; and Heating/Cooling: (2) two or (4) four checks per year, as specified in this Contract. 

Exclusions. It is understood that this Contract does not include any labor deemed necessary to install any equipment; to perform alterations to the covered equipment, or any system as may be required by insurance companies, governmental agencies or other authorities. Customer agrees to pay for services and required equipment requested that are not covered by this Contract, which shall be invoiced at the Constellation prevailing labor and part rates. Constellation shall have no responsibility or liability under this Contract if the equipment is moved from the location indicated on this Contract, to adjust or repair parts or replace parts if parts are no longer available, if any representation made by Customer relating to the covered equipment is false, or if Customer fails to perform its obligations hereunder or is otherwise in default hereunder.

Governing Law. This Contract shall be governed by the laws of the State of Maryland without respect to its conflicts of law provisions. The parties irrevocably consent to venue and jurisdiction in the courts located in Maryland and irrevocably waive any right to a trial by jury. The statute of limitations for any claim arising from this Contract shall be one (1) year. 

Hazardous Substances. This Contract shall not include any mold or mildew evaluation, remediation or other related services. Constellation shall not be required to identify, detect, encapsulate, or remove asbestos or products or materials containing asbestos, or any other hazardous substances or materials designated in environmental laws, -regulations or permits for special handling, storage or disposal including but not limited to mold and mildew (collectively, a “Hazard”). Customer has sole responsibility and liability for the proper identification, removal, disposal or correction of any Hazard at the job location, which affects Constellation’s performance under this Contract. If, during the course of performing services, Constellation, becomes aware of any Hazard, Constellation shall use reasonable efforts to report such matters to the Customer before disturbing (or further disturbing) the Hazard. Work in the affected areas shall be resumed by Constellation only upon the written direction of the Customer once the Hazard has been removed or corrected, and then only if such continuation of work does not violate any applicable law, regulation or permit. Customer shall indemnify, defend and hold harmless Constellation and its contractors and subcontractors to the fullest extent permitted by law with respect to any liability, cost or expense of whatever nature incurred as a result of any Hazard on or relating to Customer’s premises.

Limitation of Liability.  Constellation shall not be liable for repairs, replacements, alterations, additions, or adjustments performed by others, or any defects or damages caused by negligence, abuse, misuse, improper operation, vandalism, accident, unauthorized alteration, obsolescence, corrosion or erosion, building system design, flooding, lightning, low water pressure, or failure of Customer, its employees, agents, or contractors to properly operate or maintain the equipment or system. The sole and exclusive remedy against Constellation, its agents or employees for any liabilities or damages arising from Constellation’s services or work shall not exceed the lesser of: (i) the actual damages incurred to your equipment, (ii) the replacement value of the equipment provided hereunder, or (iii) three (3) times the amount of money paid to Constellation under this Contract during the last twelve months. In no event shall Constellation have any liability for any indirect, punitive, consequential, special, incidental, or exemplary damages.

Force Majeure. Constellation shall not be liable for any damage caused by events beyond Constellation’s control, including but not limited to acts of God, freezing weather, lack of water, insufficient power or fuel, electrolytic action, vibration, corrosion, flood, fire, riots, civil commotion, hail, lightning, or abnormal condition.

Warranty. Constellation will provide services in a workmanlike manner, and parts that are free from material defects. If notified of any such valid defect in writing by Customer within twelve (12) months from the performance of said service or delivery of said material, Constellation will reperform or replace any such defective services or parts. Defects shall explicitly exclude, among other things, natural wear, tear, neglect, misuse, vandalism, and electrical faults such as brown outs and phase loss. Constellation Any warranties provided by third parties with respect to any equipment or parts installed by Constellation will, to the extent they are transferable, be transferred by Constellation to Customer. EXCEPT AS EXPRESSLY PROVIDED IN THIS PARAGRAPH, Constellation MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, CONCERNING THE SERVICES, PARTS OR EQUIPMENT, AND EXPRESSLY DISCLAIMS ANY WARRANTY IMPLIED BY LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM OR USAGE. 

Assignment. Customer may not assign this Contract without Constellation’s prior written consent. The Contract may be assigned by Constellation without notice to Customer to any other party including but not limited to another creditor. Upon Constellation’s assignment, the assignee will have all of Constellation’s rights and privileges under this Contract with respect to the unpaid balance assigned.

Billing Questions. The parties agree to attempt in good faith to initially resolve any disputes hereunder expeditiously through informal dispute settlement procedures, if appropriate, including negotiations between senior management of the Parties. Both Parties agree that any claim or suit arising from the performance or nonperformance of this Contract, excluding Customer’s non-payment, whether such liability arises in contract, tort, negligence, breach of warranty, strict liability or otherwise, shall be brought within one (1) year from the date such claim arose. If suit is brought by Constellation for the recovery of any payment due hereunder, or for the breach of any provision of this Contract, Customer agrees to pay Constellation for all of its costs in connection with such suit, including but not limited to reasonable attorneys’ fees. Customer and Constellation waive the right to trial by jury of any issues arising in any actions or proceedings between the parties involving this Contract. If you have any questions regarding this Contract, call 1-877-427-2003 between 9:00 am and 5:00 pm, Monday thru Friday.

Indemnification. Customer agrees to indemnify, defend, and hold harmless Constellation from and against any and all claims arising out of or related to the use of any parts or equipment, instructions by Customer to Constellation, other acts or omissions of Customer hereunder, or this Contract generally.

Cancellation. The customer may cancel this agreement at any time after the contract term expires. All cancellations must be in writing and send via US Mail to Constellation Home Products & Services, LLC, dba Constellation, Attn: Commercial Cancellations, 1409A Tangier Drive, Baltimore, MD 21220. Cancellations by any other method will not be accepted. The customer will be responsible for all charges and services up to the date of cancellation as determined by the postage stamp on the customer envelope.

Timing of Inspections. During peak season (June through September) the customer may experience a delay in the timing of their inspection. Constellation reserves the right to delay regular inspections in order to respond to emergency service calls. Delayed inspections during this season are not to be considered a breach of contract.