CENTRAL SERVICE GROUP, LLC

STANDARD TERMS AND CONDITIONS OF SERVICE

Effective Date: August 18th of 2026

These Standard Terms and Conditions of Service ("Terms") are incorporated by reference into, and form part of, every proposal, work order, service ticket, invoice, and Purchase Order accepted by Central Service Group, LLC ("Contractor") for the performance of HVAC, plumbing, and related mechanical services (the "Agreement"). "Customer" means the person or entity identified on the applicable proposal, work order, or invoice as the party for whom the work is performed. Contractor and Customer may each be referred to individually as a "Party" and collectively as the "Parties."

1. Acceptance of Agreement

1.1. Binding Acceptance. Customer shall provide written approval of this Agreement before work commences. The issuance of a Purchase Order ("PO"), the signing of a proposal or work order, or a verbal or written authorization to proceed, shall each independently be deemed full and unconditional acceptance of this Agreement, including all associated Terms and Conditions herein.

1.2. Authority to Bind. The individual accepting this Agreement on behalf of Customer represents and warrants that they have the authority to bind Customer to its terms. If Customer is a tenant rather than the property owner, Customer represents that it has obtained any consent required from the property owner for the work to be performed.

1.3. Precedence. In the event of a conflict between these Terms and any proposal, work order, or PO, the specific scope of work and pricing on the proposal or work order shall control, but these Terms shall otherwise govern unless expressly modified in writing signed by an authorized representative of Contractor.

2. Scope of Services

2.1. Scope. Contractor shall furnish the labor, materials, equipment, and supervision reasonably necessary to perform the services described in the applicable proposal, work order, or invoice (the "Work"). The Work is limited to what is expressly described; it does not include the identification, diagnosis, or correction of pre-existing conditions, code deficiencies, or deferred maintenance issues not identified in the proposal unless separately authorized in writing.

2.2. Concealed & Unforeseen Conditions. Contractor's pricing is based on conditions reasonably observable at the time of estimate. If Contractor encounters concealed, unknown, or materially different site, structural, electrical, or mechanical conditions once Work has begun, Contractor will notify Customer promptly, and any additional work required as a result shall be handled as a Change Order under Section 6.

2.3. Equipment Selection. Where Contractor recommends specific equipment, parts, or materials, such recommendations are based on Contractor's professional judgment and manufacturer specifications available at the time. Customer's approval of a proposed equipment substitution or alternate is Customer's sole responsibility.

3. Access; Scheduling; Working Hours

3.1. Site Access. Customer shall permit Contractor free, timely, and safe access to all areas and equipment necessary to perform the Work, and shall allow Contractor to start and stop the equipment as reasonably necessary. Customer shall ensure the work area is reasonably clear of obstructions, pets, and hazards.

3.2. Normal Working Hours. All planned Work under this Agreement will be performed during Contractor's normal business hours unless the Parties agree in writing to after-hours, weekend, holiday, or emergency service, which may be subject to additional rates then in effect.

3.3. Scheduling Delays. If Customer is unable to provide access at a scheduled time, Contractor reserves the right to reschedule and may charge a trip or rescheduling fee at its then-current rates for repeated missed or cancelled appointments.

4. Pricing, Estimates, and Change Orders

4.1. Nature of Pricing. Unless the proposal expressly states a fixed price, pricing is an estimate based on information available at the time and is subject to adjustment for actual labor, material, and equipment costs, including manufacturer or supplier price increases outside Contractor's control.

4.2. Change Orders. Any alteration to, or deviation from, this Agreement involving extra work, or an increase in the cost of material or labor, will become an extra charge over and above the sum stated in this Agreement, billed either as a fixed-price change order or on a time-and-materials basis at Contractor's rates then in effect. No Change Order will be performed without Customer's prior authorization (which may be given verbally in urgent circumstances and confirmed in writing as soon as practicable).

4.3. Taxes. All prices are exclusive of applicable sales, use, excise, or similar taxes, which shall be added to invoices and paid by Customer, unless Customer furnishes a valid tax-exemption certificate prior to invoicing.

5. Payment Terms

5.1. Invoicing & Due Date. Customer will promptly pay invoices within thirty (30) days of receipt, unless otherwise stated on the proposal or invoice.

5.2. Deposits on Larger Jobs. For Work exceeding $7,500, or special orders, a deposit of fifty percent (50%) of the contract amount is due prior to the ordering of materials or equipment and the scheduling of labor. The remaining balance shall be paid within thirty (30) days of the date of the final invoice. Delays in Customer's payment of the deposit may void scheduled pricing and lead-time commitments, and any resulting cost increase will be billed as a Change Order at Contractor's then-current rates.

5.3. Late Payment; Suspension. Should any payment become thirty (30) days or more delinquent, Contractor may, without further notice, (a) suspend or stop all Work under this Agreement, (b) decline to commence any additional Work, and/or (c) cancel this Agreement, in which case the entire Agreement amount then owed shall become immediately due and payable upon demand.

5.4. Finance Charge. Past-due invoices may accrue a finance charge of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower, until paid in full. Arizona's default statutory rate of interest is ten percent (10%) per annum absent a different written agreement; the Parties expressly agree to the rate stated in this Section 5.4. (A.R.S. § 44-1201)

5.5. Mechanic's Lien Rights. Contractor reserves all rights available under applicable state law, including the right to serve a preliminary notice and to record and enforce a mechanic's lien against the property for unpaid amounts, and nothing in this Agreement waives those rights. Customer acknowledges that Arizona's lien statutes impose strict notice and recording deadlines, including a twenty (20) day preliminary notice in circumstances where one is required by law. (A.R.S. §§ 33-981 through 33-1008; preliminary notice, § 33-992.01)

6. Permits, Licensing, and Code Compliance

6.1. Permits. Customer shall be responsible for the cost of all permits applicable to the services and/or materials provided hereunder, unless the proposal expressly states that permit costs are included. Contractor will obtain permits on Customer's behalf where required by law and included in the proposal.

6.2. Code Compliance. Contractor will perform the Work in a manner intended to comply with applicable codes in effect at the time of installation. Contractor is not responsible for bringing unrelated, pre-existing portions of the property into compliance with current code unless that work is expressly included in the scope.

6.3. Contractor Licensure. Contractor represents that it holds a valid license issued by the Arizona Registrar of Contractors (ROC License No. 287005, 297353) covering the classification of Work to be performed, and that such license will remain active and in good standing throughout the performance of the Work. (A.R.S. § 32-1101 et seq.)

7. Warranty

7.1. Workmanship Warranty. Contractor warrants that the workmanship performed hereunder shall be free from defects for thirty (30) days from the date of installation ("Workmanship Warranty Period"), unless a longer period is expressly stated in writing for a specific project.

7.2. Manufacturer's Warranty. If any replacement part or item of equipment proves defective, Contractor will extend to Customer the benefit of any warranty Contractor has received from the manufacturer, to the extent such warranty is transferable and remains in effect. Removal and reinstallation of any equipment or materials repaired or replaced under a manufacturer's warranty will be at Customer's expense, at Contractor's rates then in effect, unless otherwise agreed in writing.

7.3. Warranty Exclusions. The warranties in this Section do not cover damage or failure resulting from: (a) normal wear and tear; (b) misuse, neglect, or lack of required maintenance by Customer; (c) unauthorized repair, alteration, or service by parties other than Contractor; (d) power surges, water damage, acts of nature, or other causes outside Contractor's control; or (e) pre-existing conditions not caused by Contractor's Work.

7.4. Exclusive Remedy. Customer's exclusive remedy for a breach of the Workmanship Warranty is repair or replacement of the defective workmanship, at Contractor's option, at no additional labor charge during the Workmanship Warranty Period.

7.5. Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7, CONTRACTOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE WORK OR ANY EQUIPMENT OR MATERIALS FURNISHED HEREUNDER.

8. Customer Responsibilities and Site Conditions

8.1. Accurate Information. Customer shall provide Contractor with accurate information regarding the property, existing systems, and any known hazards reasonably necessary for Contractor to safely and effectively perform the Work.

8.2. Utilities. Customer shall ensure that electricity, water, and other utilities reasonably required for the Work are available at the job site at no cost to Contractor, unless otherwise agreed.

8.3. Third-Party Property. Contractor is not responsible for the condition of pre-existing structures, systems, landscaping, or finishes not directly part of the Work, except to the extent damaged by Contractor's negligence in performing the Work.

9. Hazardous Materials and Safety Data Sheets

9.1. SDS Access. Customer shall make available to Contractor's personnel all pertinent Safety Data Sheets (SDS) pursuant to OSHA's Hazard Communication Standard Regulations for any hazardous substances present at the job site.

9.2. Asbestos and Hazardous Materials Excluded. Contractor's obligations under this Agreement do not include the identification, abatement, testing, or removal of asbestos, mold, lead, or any other toxic or hazardous substances, hazardous wastes, or hazardous materials ("Hazardous Materials"). If such Hazardous Materials are encountered during the Work, Contractor's sole obligation is to notify Customer of their existence.

9.3. Right to Suspend. Contractor shall have the right to suspend the affected portion of the Work until such Hazardous Materials, and any resultant hazards, have been removed or remediated by a qualified third party at Customer's expense. The time for completion of the Work shall be extended, and the contract price equitably adjusted, to the extent caused by such suspension.

10. Force Majeure

10.1. Excused Performance. Contractor shall not be liable for any delay, loss, damage, or detention caused by the unavailability of machinery, equipment, or materials; delay of carriers or suppliers; strikes or labor disputes, including those involving Contractor's own employees; lockouts; civil or military authority; government priority regulations; insurrection or riot; acts of nature or the elements; or any other cause beyond Contractor's reasonable control.

11. Insurance and Indemnification

11.1. Contractor's Insurance. Contractor shall maintain commercial general liability, automobile, and workers' compensation insurance in amounts consistent with industry standards and applicable law, and will furnish a certificate of insurance to Customer upon reasonable request.

11.2. Indemnification by Customer. To the fullest extent permitted by law, Customer shall indemnify and hold harmless Contractor, its officers, agents, and employees from and against all claims, damages, losses, and expenses, including but not limited to reasonable attorneys' fees, arising out of or resulting from the performance of Work hereunder, provided that such claim, damage, loss, or expense is caused in whole or in part by any active or passive act or omission of Customer, anyone directly or indirectly employed by Customer, or anyone for whose acts Customer may be liable, regardless of whether it is caused in part by the negligence of Contractor.

11.3. No Indemnification for Sole Negligence. Nothing in this Section requires Customer to indemnify Contractor for claims arising from Contractor's own sole negligence or willful misconduct, to the extent such indemnification would be void or unenforceable under applicable state law. A covenant purporting to indemnify a promisee for the promisee's own sole negligence in a construction contract is against Arizona public policy and void. (A.R.S. § 32-1159)

12. Limitation of Liability

12.1. Waiver of Consequential Damages. UNDER NO CIRCUMSTANCES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, EQUITY, OR OTHERWISE, SHALL CONTRACTOR BE RESPONSIBLE FOR LOSS OF USE, LOSS OF PROFIT, INCREASED OPERATING OR MAINTENANCE EXPENSES, CLAIMS OF CUSTOMER'S TENANTS OR CLIENTS, OR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE WORK.

12.2. Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO CONTRACTOR FOR THE SPECIFIC WORK GIVING RISE TO THE CLAIM.

13. Dispute Resolution; Attorneys' Fees; Statute of Limitations

13.1. Recovery of Fees. In the event Contractor must commence legal action in order to recover any amount payable under this Agreement, Customer shall pay Contractor all reasonable court costs and attorneys' fees incurred by Contractor in connection with such action. The Parties acknowledge that Arizona law independently authorizes a court to award reasonable attorneys' fees to the successful party in a contested action arising out of contract, regardless of this Section. (A.R.S. § 12-341.01)

13.2. Time to Bring Claims. Any legal action against Contractor relating to this Agreement, or the breach thereof, shall be commenced within one (1) year from the date of the Work giving rise to the claim, notwithstanding any longer statutory period that might otherwise apply, to the extent permitted by applicable law. Customer acknowledges that this is a contractual reduction of the six (6) year limitations period that would otherwise apply to actions on a written contract in Arizona. (A.R.S. § 12-548)

13.3. Venue and Governing Law. This Agreement shall be governed by the laws of the State of Arizona, without regard to conflict-of-law principles. The Parties agree that any action arising out of this Agreement shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona.

13.4. Consumer Protection Acknowledgment. Nothing in this Agreement is intended to limit any right or remedy available to Customer under the Arizona Consumer Fraud Act, which prohibits deceptive or unfair acts in connection with the sale of merchandise or services and is enforceable through a private action subject to its own one-year limitations period. (A.R.S. §§ 44-1521 to 44-1534)

14. Termination and Cancellation

14.1. Termination for Cause. Either Party may terminate this Agreement for the other Party's material, uncured breach upon fifteen (15) days' written notice, provided the breaching Party fails to cure within that period.

14.2. Effect of Termination. Upon termination, Customer shall pay Contractor for all Work performed and materials ordered or committed through the date of termination, including a reasonable allowance for demobilization and any restocking or cancellation fees charged by suppliers.

15. General Provisions

15.1. Independent Contractor. Contractor performs the Work as an independent contractor and not as an employee, agent, or partner of Customer. Nothing in this Agreement creates a joint venture or partnership between the Parties.

15.2. Assignment. Customer may not assign this Agreement without Contractor's prior written consent. Contractor may assign this Agreement or subcontract portions of the Work in the ordinary course of business.

15.3. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

15.4. Notices. Any notice required under this Agreement shall be in writing and delivered by email, hand delivery, or certified mail to the address or email on file for each Party.

15.5. Entire Agreement; Amendment. This Agreement, including these Terms and the applicable proposal, work order, or invoice, constitutes the entire agreement between the Parties with respect to the Work and supersedes all prior or contemporaneous understandings. No amendment or waiver shall be effective unless in writing and signed by an authorized representative of both Parties.

15.6. Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise of that right.

Appendix A: Arizona Statutory References

The following Arizona statutes are referenced in, or are otherwise relevant to, these Terms and Conditions as of the date of drafting. Statutes are periodically amended; Contractor and its counsel should confirm current text before relying on this appendix.

Section(s)

Topic

Statute

5.4

Interest/finance charge on past-due invoices

A.R.S. § 44-1201

5.5

Mechanic's & materialman's liens; preliminary notice

A.R.S. §§ 33-981 – 33-1008; § 33-992.01

6.3

Contractor licensing (Registrar of Contractors)

A.R.S. § 32-1101 et seq.; § 32-1121 (exemptions); § 32-1153 (licensure as prerequisite to suit)

11.3

Anti-indemnity — commercial construction contracts

A.R.S. § 32-1159

13.1

Recovery of attorneys' fees in contract actions

A.R.S. § 12-341.01

13.2

Statute of limitations — written contracts (6-year default, contractually shortened herein)

A.R.S. § 12-548

13.4

Consumer Fraud Act

A.R.S. §§ 44-1521 – 44-1534

Hazard Communication (federal, not state)

29 C.F.R. § 1910.1200 (OSHA HazCom)