Sparq Lighting Cleveland LLC - Customer Installation Agreement
This Installation Agreement ("Agreement") is entered into by and between Sparq Lighting Cleveland LLC ("Contractor"), an Ohio limited liability company, and the undersigned customer ("Customer"). This Agreement is governed exclusively by the laws of the State of Ohio, and all work, rights, and obligations are subject to the terms and conditions stated herein.
1. Change Orders
Any request by Customer to modify the scope of work ("Work") or add additional services must be in writing and approved by both parties. This may be through signed documents or confirmation via email. Customer agrees to pay the Contractor's reasonable costs and expenses related to these changes in accordance with the original payment terms. Change orders must be paid in full upon acceptance unless expressly modified.
2. Proposal Terms and Conditions
a. Expiration: The Proposal will expire if not signed within thirty (30) days of its issuance.
b. Additional Charges: Items not detailed in the Proposal, such as custom programming, installation, or materials (e.g., electrical, drywall, paint), are not included and will incur additional fees. Default programming is included; customization incurs a fee. Underground trenching or conduit supply/installation is not included unless specified.
c. Customer Equipment: Contractor is not responsible for performance, integration, or liability of Customer-supplied or third-party equipment.
3. Payment Terms
No Work will commence without a signed Agreement and Proposal and payment of the deposit as outlined below. All hardware must be paid in full prior to delivery. Payments may not be withheld under any condition.
4. Payment Schedule
50% of the total contract price is due upon signing ("Deposit Payment").
50% is due upon completion of installation ("Final Payment").
Alternative arrangements or financing must be documented in writing.
5. Authorization of Payment
If a Customer credit card is on file, Contractor may charge the Final Payment one day before work begins. If the charge cannot be processed, Contractor reserves the right to reschedule the Work.
6. Invoicing
Contractor will provide a written invoice for any outstanding payments, consistent with this Agreement and Payment Schedule.
7. Late Payments
Unpaid balances will accrue interest at 1.5% per month, compounded monthly.
8. Customer Training
Upon completion, Contractor will provide a training session if Customer is present. If not, training can later be scheduled at a showroom for free or on-site for $50.
9. Warranty
a. Labor: 1-year warranty
b. Parts:
Jellyfish System: 10-year warranty on lights and track
Halo System: 5-year warranty on lights and metal track
Warranty includes lights, wiring, track, transmitters, receivers, and connectors.
c. Labor Costs: Initial visit $75; $75/hour thereafter
d. Exclusions: No warranty on structural damage or third-party interference. Examples: wind, fire, water, alterations.
e. Phone Support: Free during regular business hours. Connectivity issues (Wi-Fi, Bluetooth, etc.) are not included and may incur charges.
f. Conditions: Warranties are contingent on full payment.
g. Connectivity Disclaimer: Contractor does not guarantee system compatibility with Customer networks or devices.
10. General Terms
Term
This Agreement remains in effect until all services are rendered, payments made, and obligations fulfilled.
Work-in-Progress Disclaimer
Contractor is not liable for performance of incomplete systems. Emergency visits outside business hours are billable.
Third-Party Contracts
Contractor is not bound by agreements between Customer and third parties unless explicitly acknowledged in writing.
Contract Documents
This Agreement supersedes all conflicting terms in related documents, unless otherwise specified.
Cure Period
Customer must give written notice and allow thirty (30) days to cure any Work deficiencies before engaging another contractor.
Delays
Contractor is not liable for delays beyond its control. Schedule adjustments will be made accordingly.
Use of Subcontractors
Contractor may use third parties to fulfill obligations.
Liens
Contractor may file liens for nonpayment in accordance with Ohio law.
Adequate Assurances
If Contractor doubts Customer’s ability to pay, Contractor may pause Work until assurance is provided.
Termination
Without Cause: No unilateral termination allowed. Deposits are non-refundable within 30 days of scheduled work. Prior to that, refund may be limited to 10%.
With Cause: Permitted for nonpayment or material breach.
Termination requires written notice and a 30-day cure period.
Incompatibility
Contractor may cancel if the project site is unsuitable. Any unearned payments will be refunded.
Remedies
Contractor may recover unpaid balances, interest, collection costs (25%), attorney fees, and court costs.
Title of Equipment
Contractor retains ownership of equipment until full payment is received.
Insurance
Contractor will maintain insurance for worker’s compensation and property damage.
Indemnity
Customer agrees to indemnify Contractor from claims arising from third-party equipment or unrelated services.
Liability Limitation
Contractor is not liable for indirect, incidental, or consequential damages.
Waivers
Lien waivers will be provided upon full payment.
Subcontractor Indemnity
Contractor will hold Customer harmless against claims from its subcontractors.
Relationship of Parties
This Agreement does not create a partnership or joint venture. Each party is independently responsible for legal compliance.
Other Work
Contractor may serve other clients and competitors. Exterior wiring painting is not included unless Customer provides matching paint.
Notices
All notices must be written or sent electronically.
Waiver and Severability
Non-enforcement of a term does not void the Agreement. Invalid terms do not affect the remaining terms.
Governing Law and Venue
This Agreement is governed by the laws of the State of Ohio. All disputes shall be resolved in the courts of Cuyahoga County, Ohio.
Acceptance of Terms
Customer’s request to begin Work without a signed Agreement constitutes acceptance of all terms herein.
Interpretation
Each Party had an opportunity to consult legal counsel. No ambiguity shall be interpreted against either Party.
Attorney’s Fees
Prevailing Party may recover legal fees incurred in enforcement or collection.
Liability Exclusions
Contractor is not liable for incidental damage unless due to reckless conduct by Contractor.
Time of Completion
Contractor will complete the Work in a commercially reasonable timeframe.
Invoice Disputes
Customer must notify Contractor in writing within three (3) business days of any billing disputes or the invoice will be deemed accepted.
Access to Property
Customer must provide safe, clear, and unimpeded access to the job site. Contractor is not liable for issues caused by unsecured pets, stored materials, or hazards.
Electronic Signatures
This Agreement may be signed electronically and in counterparts. Affirmative written confirmation (e.g., email) suffices as acceptance.
Spanish Translation and Large Print
Available upon request prior to execution.
Entire Agreement
This document represents the full and final agreement between the Parties and may only be amended in writing signed by both Parties.