Dealer Agreement

This Dealer Agreement (the "Agreement") is made as of the execution date set forth on the Signature Page by and between HVACPRO360, its subsidiaries, affiliates, successors, and assigns (collectively, "HVACPRO360"), and the dealer business and dealer principal identified on the Signature Page (collectively, the "Dealer").

By submitting the dealer application, checking the acknowledgment box, and electronically signing this Agreement, the Dealer confirms that it has read, understood, and agrees to be bound by this Agreement, applicable credit terms, website terms, privacy terms, warranty procedures, and reasonable operating policies made available by HVACPRO360 at hvacpro360.com or by written notice.

1. Background and Appointment

1.1 HVACPRO360 supplies HVAC equipment, parts, accessories, replacement components, and related dealer support services to qualified business customers.

1.2 The Dealer represents that it operates a legitimate HVAC business serving end users in Massachusetts, with qualified personnel, suitable premises, and the licenses, tools, insurance, and capability required for lawful sales, installation, service, and warranty support.

1.3 Subject to approval, HVACPRO360 may permit the Dealer to purchase Products for resale, installation, and service to end users. The appointment is non-exclusive, non-transferable, and limited to the Dealer's ordinary business operations.

1.4 HVACPRO360 may approve, reject, suspend, or limit any dealer account, order, credit request, sales support, product allocation, or program benefit at its reasonable business discretion.

2. Dealer Eligibility and Operating Duties

The Dealer shall maintain active business registration, tax status, contractor or trade licenses, insurance, permits, and personnel qualifications required by Massachusetts and applicable local law.

The Dealer shall use Products only for lawful HVAC business purposes; sell or install Products only for end users unless HVACPRO360 gives written approval; provide accurate ownership, financial, tax, licensing, resale, and contact information; and maintain safe storage, handling, installation, service, and disposal practices.

3. Orders, Product Handling, and Acceptance

3.1 All orders are subject to HVACPRO360 acceptance, product availability, account standing, credit status, and applicable program rules. No purchase order or dealer form modifies this Agreement unless HVACPRO360 expressly agrees in writing.

3.2 The Dealer is responsible for all shipping, delivery, insurance, handling, storage, duties, taxes, and other charges unless HVACPRO360 states otherwise in writing.

3.3 Risk of loss passes to the Dealer upon delivery, pickup, or transfer to the Dealer or its carrier. Title remains with HVACPRO360 until HVACPRO360 receives full cleared payment for the Products and related charges.

3.4 The Dealer must inspect Products and invoices immediately upon receipt. Damage, shortage, defect, or discrepancy claims must be reported in writing within 24 hours with order details, photographs where available, and supporting evidence. Products not timely reported are deemed accepted as delivered.

3.5 The Dealer may not reverse engineer, alter, relabel, misuse, combine, or install Products in a manner inconsistent with manufacturer instructions, applicable codes, or HVACPRO360 written guidance. Unauthorized action may void warranty coverage and constitute default.

4. Installation, Service, Records, and Compliance

4.1 The Dealer is solely responsible for quoting, selling, permitting, installing, commissioning, servicing, maintaining, and supporting Products for end users in compliance with applicable laws, codes, manufacturer instructions, and industry standards.

4.2 The Dealer must maintain accurate records for each Product purchased or installed, including model number, serial number, installation date, end-user location and contact details, warranty registration, service history, and proof of sale.

4.3 The Dealer must provide records reasonably requested by HVACPRO360 for recalls, safety notices, warranty claims, audits, credit review, account administration, or legal compliance.

4.4 The Dealer is an independent contractor. The Dealer may not represent that it is an employee, agent, franchisee, partner, or legal representative of HVACPRO360, and may not bind HVACPRO360 without written authority.

5. Payment Terms

5.1 Unless HVACPRO360 approves written credit terms, all purchases are cash on delivery, cash before delivery, or otherwise payable as required by HVACPRO360 at the time of order, pickup, delivery, or invoice.

5.2 Payments must be made by methods approved by HVACPRO360. Payment is received only when funds clear and are deposited into HVACPRO360's account. Returned, rejected, reversed, or non-sufficient-funds payments may incur a $100 administrative fee plus bank charges and collection costs.

6. Credit Terms and Account Review

6.1 HVACPRO360 may, but is not required to, extend credit to the Dealer after reviewing application materials, trade references, credit history, ownership information, payment history, sales volume, and other business factors.

6.2 Credit limits, payment periods, holds, releases, suspensions, and account conditions may be changed or withdrawn by HVACPRO360 at any time based on account status, risk, payment performance, reporting compliance, or business judgment.

6.3 Overdue balances accrue interest at 1.5% per month, or the maximum lawful rate if lower, from the due date until paid in full. The Dealer is responsible for reasonable collection costs, attorneys' fees, court costs, and administrative expenses arising from default.

6.4 As a condition of credit, the Dealer must submit monthly sales and inventory reports in a form acceptable to HVACPRO360. Reports must identify Products sold and unsold by make, model, quantity, serial number, sale value, and status. Failure to report is a material breach and may result in immediate credit suspension.

6.5 To secure all obligations to HVACPRO360, the Dealer grants HVACPRO360 a continuing security interest under applicable Uniform Commercial Code law in Products supplied by HVACPRO360, identifiable proceeds, accounts, inventory, returns, replacements, and related collateral. The Dealer authorizes HVACPRO360 to file financing statements and take reasonable steps to perfect or enforce this interest.

6.6 Until all obligations are paid, the Dealer must keep Products identifiable, insured at replacement value, free of senior liens not approved by HVACPRO360, and available for inspection or recovery as permitted by law.

7. Warranty Administration

7.1 HVACPRO360 passes through applicable manufacturer warranties to the extent available. HVACPRO360 acts as a commercial liaison for warranty administration and does not assume manufacturer warranty obligations.

7.2 The Dealer must register Products within the required manufacturer or HVACPRO360 timeframe, and in any event within 60 calendar days after installation when registration is required for full or extended coverage.

7.3 Warranty coverage excludes normal wear, misuse, improper storage, unauthorized modification, inadequate maintenance, improper installation, non-approved accessories, code violations, and incidental or consequential damages to the fullest extent permitted by law.

7.4 The Dealer is responsible for labor, diagnosis, shipping, handling, removal, reinstallation, return logistics, documentation, and end-user communications unless a written manufacturer warranty or HVACPRO360 policy provides otherwise.

8. Brand, Marketing, and Confidential Information

8.1 The Dealer may use HVACPRO360 names, marks, product information, and marketing materials only as authorized by HVACPRO360 and only in a truthful, professional, and brand-consistent manner.

8.2 The Dealer may not publish misleading claims, unauthorized pricing, unapproved warranty statements, altered product materials, or communications that could harm HVACPRO360's reputation, goodwill, or commercial relationships.

8.3 Non-public pricing, credit information, account terms, dealer program information, product availability, business processes, customer information, and technical or commercial materials supplied by HVACPRO360 are confidential and may be used only to perform this Agreement.

8.4 The Dealer must protect confidential information using reasonable care, disclose it only to personnel who need it for authorized purposes, and return or destroy it upon request, subject to lawful record-retention obligations.

9. Indemnity and Liability Limits

9.1 The Dealer shall indemnify, defend, and hold harmless HVACPRO360 and its owners, officers, employees, affiliates, representatives, and assigns from claims, losses, damages, liabilities, costs, and expenses arising from the Dealer's breach, negligence, misconduct, installation or service work, end-user dealings, marketing, unauthorized Product modification, or legal noncompliance.

9.2 To the fullest extent permitted by law, HVACPRO360's liability for any defective Product is limited to the net purchase price paid by the Dealer for that Product. HVACPRO360's total cumulative liability for all claims relating to this Agreement will not exceed the greater of the fees paid by the Dealer to HVACPRO360 during the one month before the event giving rise to the claim or $10,000.

9.3 HVACPRO360 will not be liable for indirect, incidental, special, consequential, exemplary, punitive, lost profit, lost revenue, lost goodwill, delay, labor, removal, reinstallation, or business interruption damages, even if advised of the possibility of such damages.

9.4 No limitation excludes liability that cannot be limited under applicable law.

10. Term, Suspension, and Termination

10.1 This Agreement begins on the Effective Date and continues until terminated. Either Party may terminate for convenience with 30 calendar days' written notice.

10.2 HVACPRO360 may suspend or terminate immediately for non-payment, credit default, false application information, insolvency, unsafe or unlawful conduct, brand misuse, warranty abuse, refusal to provide records, or other material breach.

10.3 Termination does not affect accrued payment obligations, security interests, confidentiality, indemnity, liability limits, records duties, warranty administration, or remedies that by their nature should survive.

11. Notices

11.1 Notices must be sent to the addresses or email addresses listed on the Signature Page or to updated contact information provided in writing. Notices may be delivered by personal delivery, courier, certified mail, or email with reliable evidence of transmission.

11.2 Email notices are deemed delivered when sent unless the sender receives a delivery failure notice. Notices sent after 5:00 p.m. Eastern Time are deemed delivered at 9:00 a.m. on the next business day.

11.3 Notices to HVACPRO360 may also be sent to info@hvacpro360.com unless HVACPRO360 designates another notice contact in writing.

12. Governing Law and Dispute Resolution

12.1 This Agreement is governed by the laws of the Commonwealth of Massachusetts and applicable federal law, without regard to conflict-of-law rules.

12.2 The Parties will first attempt to resolve disputes through good faith business discussions. If unresolved after 30 calendar days, either Party may pursue mediation, arbitration, collection action, injunctive relief, or court proceedings as permitted by this Agreement and applicable law.

12.3 Unless prohibited by law, the state and federal courts located in Massachusetts have exclusive jurisdiction for court proceedings relating to this Agreement, collection, injunctive relief, enforcement of security interests, or enforcement of arbitral awards.

13. General Provisions

13.1 Time is of the essence. This Agreement, the signed application, approved credit terms, invoices, written policies, warranty procedures, and website terms referenced herein form the Parties' commercial agreement for the dealer relationship.

13.2 HVACPRO360 may update non-material operating policies, warranty procedures, website terms, and dealer program rules by posting or written notice. Material changes to this Agreement apply prospectively after reasonable notice, and continued ordering after the effective date constitutes acceptance.

13.3 The Dealer may not assign this Agreement without HVACPRO360's written consent. HVACPRO360 may assign this Agreement or accounts receivable upon notice to the Dealer.

13.4 If a provision is invalid or unenforceable, the remaining provisions remain effective. Failure to enforce a provision is not a waiver. Electronic signatures, scanned copies, and counterparts have the same effect as handwritten originals.

14. Acknowledgment and Electronic Execution

By checking the acknowledgment box in the dealer application and electronically signing, the Dealer Principal confirms authority to apply for an HVACPRO360 dealer account and to bind the Dealer; accepts this Agreement in both representative and personal capacities; consents to business and personal information being collected, used, and retained for onboarding, credit assessment, account administration, warranty support, and ongoing commercial engagement; and acknowledges that withdrawing consent may affect participation in the HVACPRO360 Dealer Program.

Signature Page Note: The official signed PDF generated during submission includes the Dealer, Dealer Principal, and HVACPRO360 signature fields.