Annual Membership Agreement
As of 5/17/2024
This Annual Membership Agreement (“Agreement”) is made and entered into as of the date (“Effective Date”) set forth on the attached estimate and / or invoice (“Invoice”), by and between the customer or customers identified on such Invoice (“Customer”), and Chris’ Garage Doors Inc. (“Company”). Customer and Company are sometimes referred to below individually as a “Party” and collectively as the “Parties.”
I. Agreement
1. Scope of Work. Company is engaged in the business of installing, servicing, maintaining, replacing, and repairing garage doors, garage door openers, and related equipment. Customer is the legal owner, or the agent of the owner, of the garage door equipment and systems (collectively, “System”) located at the property address identified on the Invoice (“Property”). Customer desires to retain Company to provide periodic maintenance to its System based on the terms and conditions set forth in this Agreement. During the Effective Period (defined below), Company will perform the following work and services on the System (“Services”) at the rate and amounts set forth in paragraph I.3:
A. Annual Tune-Up. Company will perform one (1) annual service (“Tune-Up”) on the System during each Effective Period until this Agreement is terminated. For each Tune-Up, Company will provide the following Services: (i) a visual inspection of all components which are part of the System (e.g., hinges, rollers, door panels, cable drum, cables, springs, struts, sensors, and automatic door opener); (ii) lubrication of all parts which require regular lubrication and which are directly accessible and do not require the removal of any covers or parts; and (iii) a safety test of the spring and automatic door opener. The annual Tune-Up does not include the replacement of any parts or materials, any repairs of the System, or any work other than as expressly set forth in this paragraph 1.A.
B. LED Light. If the System is equipped with an external and accessible lightbulb socket, Company will provide and install an LED lightbulb for the System. If the System already has an LED light or Company determines, in its sole and absolute discretion, that the System is not compatible with an external LED light, Company will have no obligation to install an external light. Customer is not entitled to a refund of any Payment (defined below) if an LED lightbulb is not installed by Company. The installation of a LED lightbulb is only provided by Company once during the first Effective Period (defined below) and Company will not provide any additional or replacement LED lightbulbs during subsequent Effective Periods.
C. Surge Protector. Company will install a single-outlet surge protector for the power cable for the System’s automatic door opener. Company, in its sole and absolute discretion, shall select the appropriate surge protector to install for the System. If the System already has a surge protector or Company determines, in its sole and absolute discretion, that the System is not compatible with the surge protector, Company will have no obligation to install a surge protector. Customer is not entitled to a refund of any Payment (defined below) if a surge protector is not installed by Company. The installation of a surge protector is only provided once during the first Effective Period (defined below) and Company will not provide any additional or replacement surge protectors during subsequent Effective Periods.
D. Extended Warranty. Company does not provide any warranties for labor, materials, or work provided by Company except as expressly set forth in the estimate or invoice provided by Company to Customer and the Terms and Conditions attached thereto (collectively, the “Invoice”). The terms and conditions of all warranties provided by the Company for any reason shall be controlled by and subject to the Invoice. Notwithstanding the foregoing, Company will provide Customer with the following extensions to applicable warranty periods set forth on any Invoice that is issued for work performed by Company during the Effective Period:
a. Service / Repair Warranties: The warranty period reflected on an Invoice for any service or repair work that Company provides to Customer during the Effective Period shall be extended by 90 days provided, however, that in no event shall the warranty period for any service or repair work exceed a total of 180 days. Service and repair work does not include spring replacements or the installation or replacement of garage doors and openers.
b. Spring Replacements: The warranty period reflected on an Invoice for labor related to the replacement or installation of the springs for the System during the Effective Period shall be extended by a total of 1 year.
c. Installation of Garage Doors and Openers: The warranty period reflected on an Invoice for labor related to the replacement or installation of a garage door or an opener the System during the Effective Period shall be extended by a total of 1 year.
If any warranty period set forth herein exceeds one (1) year in length, Customer is required to have Company perform an annual Tune-Up of the System during the warranty period. Any warranty provided by Company shall be automatically void if Payment (defined below) is not made when due, or if funds are returned/denied for insufficient funds, or if Customer breaches this Agreement or the terms and conditions set forth the Invoice. The extended warranty periods set forth in this paragraph shall not apply to any parts or materials provided by Company for any purpose.
E. Priority Scheduling. Company will provide Customer with “Priority Scheduling” of all appointments and service calls requested by Customer as follows: when Customer requests an appointment or service call during the Effective Period, Company will schedule such appointment or service call to occur within two (2) business days subject to Company’s normal operating times. Company will also make reasonable attempts to provide Customer with Customer’s first choice of appointment dates and times. The Priority Scheduling set forth above does not guarantee that Company will be able to complete the requested service during the initial appointment or service call. Company’s ability to perform the work or service requested by Customer is dependent on many factors which may be outside of Company’s control. Customer understands and agrees that Priority Scheduling appointments may be delayed by circumstances beyond Company’s reasonable control and Company shall not be liable for any damages or losses related to such delays.
F. Discount. Company will provide Customer with a ten percent (10%) discount on parts, services, repairs, work, or other maintenance not covered by this Agreement which are purchased by Customer from Company during the Effective Period. The ten percent (10%) discount does not apply to any labor, materials, or equipment related to the installation or replacement of any (i) full garage door; and (ii) automatic garage door opener.
All Services shall be performed at the Property. The Services under this Agreement cover only the System that is specifically identified on the Invoice.
2. Term of Agreement. The Agreement shall commence on the Effective Date and shall continue for one (1) year thereafter (“Effective Period”). The Customer understands and agrees that the Effective Period shall renew automatically without notice, on an annual basis on the same month and day of each year as the Effective Date, unless the Agreement is cancelled by either Party pursuant to the applicable terms of this Agreement.
3. Payment. Payment for the Services is due in full, on a one-time annual basis due on Effective Date and, thereafter, on the anniversary of the Effective Date until this Agreement is terminated pursuant to the applicable terms of this Agreement (“Payment”). Throughout the time this Agreement is in effect, Customer expressly authorizes Company to withdraw, without demand, notice, or setoff, the amounts due for the Services and any other amounts due under this Agreement via electronic withdrawal from Customer’s bank account, debit or credit card, or other by such other methods or at such places as may be designated by Company from time to time, for the Services. Company may, in its sole and absolute discretion, modify the cost of the Services for any renewal period. In such event, Company will provide Customer with at least thirty (30) days advanced notice of any price change before the commencement of the renewal period.
4. Annual Tune-Up. It shall be the Customer’s responsibility to contact Company during each Effective Period to schedule a mutually acceptable time for Company to perform the annual Tune-Up of the System.
5. Scheduling of Services. Company and Customer agree to work together to find a mutually agreeable time for Company to perform the Services under this Agreement. However, the Parties agree that the scheduling of any Services under this Agreement shall be subject to Company’s sole and absolute discretion and are subject to Company’s then-current schedule. All appointments for Services shall be made between the Company’s normal business hours on Monday through Friday, exclusive of any holidays that are observed by the Company.
Company may, in its sole and absolute discretion, agree to perform Services after-hours or on a Saturday, Sunday, or holiday (“After Hours Services”). There may be additional fees or costs associated with After Hours Services. Those additional fees and costs will be provided to Customer for approval prior to the scheduling of any After Hours Services.
Irrespective of “Priority Scheduling” provided under this Agreement, Company does not provide any guaranty or warranty of any nature or type whatsoever that Customer will be provided with Customer’s first choice of appointment dates and times, or any other specifically requested or preferred appointment dates or times. The inability of Company to provide Customer with Customer’s first choice of appointment dates and times, or any other specifically requested or preferred appointment dates or times, regardless of cause or reason, shall not be a breach of this Agreement, and Customer shall have no claim against Company of any type or nature whatsoever which in any way arises from or relates to Customer not receiving Customer’s first choice or any other specifically requested or preferred appointment dates and times.
It is the Customer’s responsibility to contact the Company to schedule any Services for each Effective Period. If Customer fails to contact Company in accordance with the terms of this Agreement, Customer has waived its right to any Services for the Effective Period and shall not be entitled to a refund of any payments made. Company may, in its sole and absolute discretion, elect to contact the Customer to schedule Services during any Effective Period; however, the Parties expressly agree that Company is under no obligation to contact Customer to schedule any Services at any time.
6. Condition of the System. Prior to entering into this Agreement, and in order to determine whether Company would agree to enter into this Agreement, Company inspected the System (“Initial Inspection”). The Initial Inspection was a service that was completed separately from this Agreement and is not a service that was performed pursuant to this Agreement. The cost of the Initial Inspection was billed separately and is separate from any cost for any of the Services under this Agreement.
7. Customer Responsibilities; Indemnification. Customer hereby provides Customer’s permission for Company to enter the Property for purposes of performing its Services per the terms of this Agreement. Customer provides Customer’s permission to perform testing and maintenance of the Systems in, on, or about the Property, for purposes of Company providing the Services per the terms of this Agreement.
Customer shall indemnify, defend, and hold Company harmless from any claims, lawsuits, damages, demands, or fees and cost (including attorney fees), which in any way arise from or relate to: (a) any damage to the Property, or to any goods, fixtures, or equipment in, on, or about the Property that results from Company’s performance of the Services, other than damage that is caused in a willful and wanton manner; (b) any damage to the Property, or to any goods, services, or equipment in, on, or about the Property that is the result of any improper or faulty Systems that were pre-existing as of the Effective Date, or that were caused by anyone other than Company after the Effective Date; (c) natural deterioration of the Systems ; (d) illegal or unpermitted conditions that were pre-existing at the Property at the time of the Effective Date, or that were caused by anyone other than Company after the Effective Date; (e) illegal or unpermitted work at the Property that was completed prior to the Effective Date, or that was performed by anyone other than Company after the Effective Date; (f) work by any third-party at the Property that was completed prior to the Effective Date, or that was performed by anyone other than the Company after the Effective Date; and (g) then-existing Systems that are beyond Company’s repairs or outside the scope of the Services.
8. THIS AGREEMENT IS NOT A WARRANTY. Company shall not be responsible for any defects or other issues discovered in any Systems while performing the Services. Any repairs of existing Systems or replacements of any equipment or materials that are not expressly included in Services are expressly excluded from this Agreement. Company, in its sole and absolute discretion, may agree to perform additional repairs, replacement, or other services for the Customer that are outside of the scope of this Agreement, at an additional cost to be agreed upon by Company and Customer, and subject to any additional documentation being signed by the Parties.
THERE IS NO EXPRESS OR IMPLIED WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER KNOWINGLY, VOLUNTARILY, AND EXPRESSLY WAIVES ANY CLAIMS FOR IMPLIED WARRANTIES WHICH MAY EXIST UNDER STATE OR FEDERAL LAW. MANUFACTURERS’ WARRANTIES SHALL BE LIMITED BY THE TERMS AND CONDITIONS OF MANUFACTURER. Nothing in this paragraph shall be deemed to modify or alter the terms of any warranty that may exist under a separate contract between Company and Customer, if any.
9. Agreement is personal to Customer and is not Assignable by Customer; Termination Events; Payments are Non-Refundable. The Customer expressly acknowledges and agrees that: (a) this Agreement is personal to the Customer and is not assignable by the Customer to any third-party without the prior written consent of Company, which decision shall be made by Company in its sole and absolute discretion. Any attempt by Customer to assign this Agreement to a third-party without Company’s prior written consent shall be null and void; and (b) this Agreement only applies to the specific Systems identified above.
All fees paid by Customer pursuant to this Agreement are non-refundable even if Customer decides to cancel a maintenance appointment or terminate this Agreement prior to expiration of an Effective Period. Company has allocated its risk and expense as a material part of this Agreement. Customer acknowledges that this paragraph constitutes a material term of this Agreement, and that Company would not have entered into this Agreement without this provision.
This Agreement shall automatically terminate without any further action or notice of the Parties if any of the following events occur: (w) the ownership of the System changes from Customer to any other third party; (x) any portion of the System is repaired, adjusted, or replaced, or otherwise worked on, in whole or in part, by any individual or company other than the Company or an authorized agent or representative of the Company; (y) Customer’s refusal of necessary repairs, maintenance, or other services; or (z) if, when due to age, condition, or obsolescence, it is no longer practical to continue servicing the System (each of which will constitute a “Termination Event”).
The date of termination under this paragraph shall be the date of the Termination Event. If a Termination Event occurs, Customer shall not have the right to receive a refund of any amount paid to Company.
In the event that a Termination Event has occurred unbeknownst to Company, and Company performs work under this Agreement subsequent to the Termination Event, Company expressly retains, and does not waive, any or all of its rights to terminate this Agreement upon learning of the existence of the Termination Event, which may be effectuated by Company immediately upon learning of the Termination Event, and/or to pursue any and all claims for damages that may result from the existence of a Termination Event.
Should this Agreement be terminated as a result of a Termination Event, Customer shall have no claim against Company of any type or nature whatsoever which in any way arises from or relates to Company no longer providing the Services as set forth in this Agreement.
10. Termination. This Agreement shall not be cancelled by the Customer unless Customer delivers written notice to Company of Customer’s intent to cancel this Agreement, which notice must be received by Company at least thirty (30) days prior to the end of the Effective Period (“Termination Notice”).
Should Customer terminate this Agreement during an Effective Period or a Termination Event occurs, Customer shall be required to pay to Company all amounts due and owing through the remainder of the Effective Period. Customer shall not be entitled to any full or partial refund of amounts paid.
Company may terminate this Agreement at any time and without advanced notice to Customer. If Company terminates this Agreement, Company shall refund Customer the pro rata amount of the fees paid, if any, for the remainder of the Effective Period.
11. Charitable Contribution. Subject to Company’s receipt of the full Payment due for each Effective Period, Company will contribute $15.00 to a charitable organization once during each Effective Period (the “Contribution”). Company, in its sole and absolute discretion, shall determine which charitable organization or organizations that will receive the Contribution. The payment of the Contribution by Company shall be made on a date and terms which Company determines to be acceptable in its sole and absolute discretion.
12. Modification. Company, in its sole and absolute discretion, may modify the terms of this Agreement including the nature and scope of the Services by providing notice of the modification to the Customer at least thirty (30) days prior to the commencement of a successive Effective Period. Customer shall not have the right to change or modify any portion of this Agreement or the Services included except with Company’s prior written consent which is subject to Company’s sole and absolute discretion.
13. Insufficient Funds. Customer agrees to pay $20.00 or the full amount authorized by law, whichever amount is greater, to Company for any returned, declined, or incomplete payment resulting from insufficient funds.
14. Customer’s Personal Property. Customer assumes full responsibility for removal and/or protection of all personal property and vehicles in, on, or about the Property. Company shall not be responsible for moving any such personal property or vehicles or any damage to such personal property and vehicles, regardless of cause. Customer acknowledges and understands that there could be damage to personal property and vehicles that are stored near the System that are subject to this Agreement, and that it is necessary to remove and/or protect that personal property and vehicles prior to any Services being performed. Accordingly, Customer shall have no claim against Company of any type or nature whatsoever which in any way arises from or relates to Company: (a) being unable to perform any portion of the Services as a result of there being personal property in the way that prevents the performance of any such Services; or (b) any damage to any personal property in, on, or about the Property, regardless of cause.
15. Limitation of Liability: Customer agrees that Company’s total liability to Customer in the event of dispute relating to this agreement shall be no greater than the total amount paid by Customer for the Effective Period pursuant to this Agreement up through and including the date Customer first notified Company of the dispute. Customer acknowledges and agrees that its claims against Company, its managers, members, officers, and/or agents will be limited to those claims sounding in contract and that all of the Company’s duties to Customer arise from this Agreement. The economic loss rule shall apply broadly to limit claims by Customer to those sounding in contract. Under no circumstances will Customer be entitled to recovery of consequential or exemplary/punitive damages. Company has allocated its risk and expense as a material part of this agreement. Customer acknowledges that the terms set forth in this paragraph are material terms of this Agreement, and that Company would not have entered into this Agreement without these provisions.
16. Force Majeure. Company is not responsible for delays or inability to perform caused by manufacturer's delays, unavailability of products and materials, shipping delays, labor shortages, strikes, acts of God, war, pandemics, riots, weather conditions, frozen pipes or lines, fire, acts of others, public authorities, or acts of the Customers(s). Company shall use reasonable efforts to provide the materials and labor within a reasonable amount of time.
17. Remedies for Breach. In the event of a breach of this agreement by Customer, Company shall be entitled to place liens and/or sue for all remedies available at law or equity, including but not limited to, material costs and lost profit, specific performance thereof, and/or liquidated damages, or a combination of remedies. Interest on any amount owed under this Agreement shall accrue interest at the rate of 18% per annum. THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY LAWSUIT THAT RELATES TO OR ARISES FROM THIS AGREEMENT.
18. Miscellaneous. By entering into this Agreement, Customer agrees to the following additional terms and conditions: (a) All Services are subject to Company’s inspection and approval of the Customer’s Systems as suitable for inclusion under this Agreement; (b) Nothing in this Agreement shall be construed to limit Customer’s ability to exchange its Systems at Customer’s expense, during the Effective Period; (c) Company may decline performance of the Services, or any other services, if conditions present a risk of harm to Company’s technicians or employees; and (d) Company reserves the right to terminate this Agreement should Customer fail to provide a safe and reasonably clean area in which to work.
19. Attorney’s Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the Company shall be entitled to recover all fees, costs and expenses of enforcing any right under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys.
20. Joint and Several. If there is more than one Customer listed on the Invoice, all obligations of Customer set forth in this Agreement are joint and several among such Customers.
21. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado without regard to its conflicts or choice of law provisions.
22. Severability. In the event any portion of this Agreement is held to be void or unenforceable, it shall be severed from the remainder of the Agreement, and the remainder of the Agreement shall remain in full force and effect as if the severed provision did not exist.
23. No Waiver. Company’s failure to strictly enforce the terms of this Agreement shall not be deemed a waiver of Company’s right to insist on strict enforcement of the terms of this Agreement.
24. Headings. The headings of the Sections, subsections, paragraphs, and subparagraphs hereof are provided herein for and only for convenience of reference and shall not be considered in construing their contents.
25. Binding Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, personal representatives, Company’s successors and assigns, and Customer’s permitted successors, and assigns.
26. Entire Agreement. THERE ARE NO WRITTEN OR ORAL REPRESENTATIONS OR UNDERSTANDINGS OTHER THAN THOSE SET FORTH IN WRITING IN THE AGREEMENT. NO OTHER VERBAL AGREEMENTS ARE ENFORCEABLE BY EITHER PARTY. EVERYTHING CUSTOMER EXPECTS IS INDICATED IN WRITING IN THIS AGREEMENT. THE PARTIES EXPRESSLY STATE, ACKNOWLEDGE, AND AGREE THAT THE CONTENTS OF THIS AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. THE PARTIES EACH EXPRESSLY WAIVE THE RIGHT TO RELY ON ANY TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, STATEMENTS OR ASSERTIONS OF THE OTHER PARTY NOT CONTAINED IN THE AGREEMENT OR ADDENDUMS IN WRITING.
27. Counterparts: The Invoice, including this Agreement, may be executed in any number of counterparts, each of which shall be deemed an original, but which counterparts shall together constitute one and the same instrument. This Agreement may be executed by electronic signature, and any such electronic signature by any party hereto shall be deemed an original signature and shall be binding on such party.