WOODSTOCK POWER COMPANY
TERMS AND CONDITIONS OF SALE AND SERVICES
Last Updated: June 24, 2026
These Terms and Conditions (“Terms”) shall, unless otherwise explicitly agreed to in writing by Woodstock Power Company (“Woodstock”), govern all sales and performance of services, including without limitation repairs, maintenance, warranty repairs, and services provided pursuant to a maintenance agreement (collectively, “Services”), by Woodstock to the customer purchasing such Services (the “Customer”).
Any terms that differ from or are additional to these Terms are hereby rejected and shall have no force or effect. Any such terms are expressly objected to and shall not modify, supplement, or supersede these Terms unless expressly agreed to in writing by Woodstock.
1. Formation of Contract.
A request for inspection, diagnosis, evaluation, or other assessment of equipment does not, by itself, create a binding agreement for Services. Following any such inspection or evaluation, Woodstock may provide a quote, estimate, work order, invoice, or other written description of the proposed Services. Any such quotation, estimate, work order, invoice, or written description constitutes an offer by Woodstock to perform the Services described therein.
Customer’s approval of, or authorization to proceed with, the proposed Services, whether provided in writing, electronically, orally, or through other conduct reasonably indicating assent, constitutes acceptance of Woodstock’s offer and forms a binding agreement. Upon such acceptance, Woodstock is authorized to order parts, schedule Service, and commence
2. Payment.
2.a Invoices for Services are due and payable upon the completion of the Services unless otherwise stated in the applicable quotation, estimate, work order, invoice, maintenance agreement, or other written agreement. Woodstock reserves the right to require deposits or progress payment, including payment for parts, prior to scheduling or performing Services.
2.b Payment Instructions. Customer shall remit payment in a manner acceptable to Woodstock. Customers making payment by check shall send payment to the P.O. Box on the invoice. Customers making payment by wire transfer or ACH must contact Woodstock to verify current payment instructions prior to transmitting funds. Woodstock shall not be responsible for any loss resulting from Customer’s failure to verify payment instructions or transmission of funds to an incorrect account.
2.c. Suspension of Services for Non-Payment. If Customer fails to make any payments when due, Woodstock may suspend or discontinue any ongoing Services, decline to perform additional Services, and/or terminate any maintenance agreement or other service agreement, subject to the terms of any applicable agreement. Customer shall remain responsible for all amounts due for Services performed, parts ordered, materials purchased and costs incurred by Woodstock prior to such suspension, discontinuation, or termination.
2.d Collection costs and Late Charges. Any amount not paid when due shall accrue a service charge at a rate of one-and-one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, until paid in full. Customer shall be responsible for all costs incurred by Woodstock in collecting past-due amounts, including reasonable attorneys’ fees and collection costs. Payments received shall be applied first to accrued service charges and collections costs and then to outstanding principal balances.
2.e. No Set-Off. All amounts due to Woodstock shall be paid without setoff, deduction, withholding, recoupment, or counterclaim unless otherwise agreed to in writing by Woodstock.
3. Services; Scope; Limitations; Customer Responsibilities
3.a Right to Refuse Services. Woodstock reserves the right, in its sole discretion, to refuse to provide Services.
3.b Scope of Services. Services may include inspection, diagnosis, maintenance, repair, and related work on Customer’s equipment, as described in the applicable quotation, estimate, work order, invoice, or maintenance agreement. Woodstock shall perform only those Services expressly identified in such documents.
3.c. Exclusions. Unless expressly stated in writing, Service and maintenance plans do not include or cover rotors, stators or engine crank shafts. Service or maintenance of any fire pump covers only the diesel engine component and no other component.
The cost of any rental generator while Customer’s equipment is being inspected, maintained, repaired, or replaced is not included in any maintenance agreement, service plan, or warranty unless expressly stated otherwise in writing and shall be the responsibility of Customer
3.d Customer Responsibilities. Customer shall be responsible for providing Woodstock with accurate information regarding the equipment and any issues requiring service, as well as ensuring that Woodstock has timely and safe access to the equipment. Customer shall be responsible for maintaining a safe work environment for Woodstock’s personnel. Woodstock shall not be responsible for delays or inability to perform Services resulting from Customer’s failure to meet these obligations. Customer shall ensure that all necessary permissions, site access, and utility access required for performance of the Services are available when Services are scheduled.
3(e). Hazardous Materials. Waste oil, coolant, fuel, batteries, and other materials generated from the operation, maintenance, or repair of equipment may constitute hazardous materials. Customer shall be responsible for the proper handling and disposal of such materials. To the extent Woodstock handles, removes, transports, or disposes of such materials on Customer’s behalf, Woodstock shall charge additional fees for such services, including applicable hazardous materials (“hazmat”) fees.
4. Quotations and Estimates.
Any quotation, estimate, proposal, or other pricing by Woodstock shall remain valid for thirty (30) calendar days from the date issuance unless otherwise stated therein or withdrawn earlier by Woodstock. Any such quotation, estimate, proposal, or pricing may be acceptance only by Customer’s approval, authorization to proceed, or payment, as applicable, within such thirty (30) day period. After such period, Woodstock reserves the right to revise pricing, availability of labor, materials, or parts, and other terms.
5. Warranties.
5.a Services Warranty. Woodstock warranty that any Services performed will be performed in a good and workmanlike manner, consistent with generally accepted industry standards. This workmanship warranty shall extend for a period of ninety (90) days from completion of the Services. Customer’s sole and exclusive remedy for any breach of the foregoing warranty shall be, at Woodstock’s option, (i) re-performance of the nonconforming Services, or (ii) a refund of the fees paid for such non-conforming Services.
5.b Manufacturer’s Warranty. Any parts, components, equipment, or materials supplied by Woodstock in connection with the Services may be covered by warranties provided by their respective manufacturers. Any such warranties are provided solely by the applicable manufacturer and not by Woodstock. To the extent assignable, Woodstock shall pass through to Customer any applicable manufacturer warranties received in connection with such parts, components, equipment, or materials. Woodstock shall have no obligation beyond assigning or facilitating any applicable manufacturer warranty claims.
5.c. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 5.a AND 5.b ABOVE, Woodstock MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, PARTS, COMPONENTS, EQUIPMENT, OR MATERIALS PROVIDED IN CONNECTION WITH THE SERVICES Woodstock SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WOODSTOCK DOES NOT WARRANT OR GUARANTEE THAT ANY EQUIPMENT WILL OPERATE WITHOUT INTERRUPTION OR FAILURE, THAT ANY REPAIR WILL PREVENT FUTURE MALFUNCTIONS, OR THAT ALL EXISTING OR POTENTIAL DEFECTS WILL BE IDENTIFIED DURING ANY INSPECTION, MAINTENANCE, OR REPAIR SERVICE.
6. Limitation of Liability.
To the fullest extent permitted by law, Woodstock’s total liability arising out of or relating to any Services, parts, components, equipment, materials, or other obligations under these Terms, whether based on contract, warranty, negligence, strict liability, or any other legal theory, shall not exceed the amount paid by Customer for the specific Services giving rise to the claim.
IN NO EVENT SHALL WOODSTOCK BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, STATUTORY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF DATA, DAMAGE TO GOODWILL OR REPUTATION, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF OR RELATING TO THE SERVICES, PARTS, COMPONENTS, EQUIPMENT, OR MATERIALS PROVIDED BY WOODSTOCK, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WOODSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Service and Warranty Exclusions.
The following are expressly excluded from the Services and from any warranty obligations of Woodstock unless expressly agreed to in writing:
• Loss of, partial failure of, or insufficient capacity of, utilities, but not limited to, electrical service, interruptions, open circuit breakers or fuses.
• External power wiring, circuit breakers, and disconnects, or other infrastructure supplying electrical service to the covered equipment.
• Refinishing, repair, replacement, cleaning, or modification of ductwork louvers, cabinetry, housings, bases, mountings, foundations, supporting structures, or trim.
• Any emergency freight or expediting charges.
• Any additional maintenance and adjustments required or requested by Customer that are not within the scope of work agreed to by Woodstock.
8. Inspection and Acceptance.
Customer shall inspect the Services promptly upon completion. Any claim that the Services were not performed in accordance with the applicable scope of work must be provided to Woodstock in writing within ten (10) days following completion of the Services, describing the alleged nonconformity in reasonable detail.
Failure to provide such written notice within such ten (10) day period shall constitute Customer’s acceptance of the Services and waiver of any claim that the Services were not performed in accordance with the applicable scope of work; provided, however, that nothing in this Section shall limit Customer’s right under any applicable express workmanship warranty.
9. Changes.
Customer may request changes to the scope of Services. Any such request shall be subject to acceptance by Woodstock in its sole discretion. If Woodstock accepts any requested change, Woodstock may adjust the applicable pricing, estimated completion dates, schedule, and other terms as necessary to accommodate the change. Woodstock shall have no obligation to perform any requested change or additional work unless it has agreed to do so.
10. Cancellation.
10.a Cancellation by Customer – Services. Customer may cancel scheduled Services by providing at least twenty-four (24) hours prior notice. If Customer cancels Services within twenty-four (24) hours of the scheduled service time, Customer shall be responsible for a cancellation fee equal to four (4) hours of labor at Woodstock’s then-current rates.
If Customer cancels after Woodstock has ordered any parts, materials, or equipment in connection with the Services, Customer shall remain responsible for all costs incurred by Woodstock relating to such item, including any vendor-imposed restocking fees. If any such items are non-returnable or the vendor refuses to accept their return, Customer shall be responsible for the full cost of such items.
10.b Cancellation by Woodstock. Woodstock may cancel, suspend, or terminate Services upon written notice if Customer (i) fails to make any payment when due, (ii) materially breaches these Terms, (iii) fails to provide access necessary to perform the Services, (iv) becomes insolvent or makes an assignment for the benefit of creditors, or (v) Woodstock reasonably determines that continued performance would be unsafe or impracticable. In such event, Customer shall remain responsible for all Services performed, parts ordered, materials purchased, and costs incurred by Woodstock prior to such cancellation, suspension, or termination.
11. Excuses for Non-Performance.
Woodstock shall not be liable for any delays in performing, or failure to perform, any obligation under these Terms to the extent caused by events beyond its reasonable control, including without limitation, acts of God, actions or omissions of Customer, war, terrorism, epidemic, pandemic, fire, flood, severe weather, sabotage, labor shortages, strikes, civil disturbance, governmental actions, laws, regulations, orders, transportation delays, supplier delays, shortages of parts or materials, or other similar causes.
Upon notice to Customer, Woodstock may suspend performance of its obligations for the duration of any such event. If any such event continues for a commercially unreasonable period of time, Woodstock may cancel the affected Services without liability.
Customer shall not be liable for delays resulting from the unavailability of parts, materials, equipment, or third-party services necessary to perform the Services.
12. Technical Advice and assistance.
Any technical advice, recommendations, troubleshooting assistance, estimates, opinions, or other information provided by Woodstock before, during, or after the performance of Services is provided for informational purposes only and is based upon information available at the time. Customer remains solely responsible for the operation, maintenance and use of its equipment. Except as expressly set forth in these Terms, Woodstock shall have no liability arising from Customer’s reliance upon any such advice, recommendations, or assistance.
13. Lien Rights.
Nothing in these Terms shall be deemed a waiver of any mechanic’s lien, construction lien, or other statutory lien rights available to Woodstock under applicable law. Woodstock may assert and enforce any such rights to secure payment of amounts owed for Services, labor, materials, equipment, or parts provided to Customer.
14. Governing Law.
These Terms and any dispute arising out of or relating to the Services shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principals.
Any action arising out of or relating to the Terms shall be brought exclusively in the state or federal courts located in Philadelphia, Pennsylvania, and the parties’ consent to the jurisdiction of such courts.
15. No Assignment.
Customer may not assign or transfer its rights or obligations under these Terms without the prior written consent of Woodstock, which may be withheld in Woodstock’s sole discretion.
16. Regulatory Compliance.
Except as expressly agreed to in writing, Woodstock does not represent or warrant that any Services, equipment, parts, components, or installations will comply with any federal, state, or local laws, ordinances, regulations, codes or standard applicable to Customer’s particular use of facility. Customer is solely responsible for ensuring compliance with all applicable legal and regulatory requirements relating to the ownership, installation, operation, maintenance, and use of its equipment.
Unless expressly stated otherwise in writing, Woodstock’s pricing does not include permits, permit fees, inspection fees, or similar governmental charges, all of which shall be the responsibility of Customer.
17. Additional Billable Services.
Customer shall be responsible for all charges relating to services, labor, materials, equipment, or work that are not expressly included in Woodstock’s quotation, maintenance agreement, work order, invoice, or approved scope of work. Such services shall be billed at Woodstock’s then-current rates.
If site conditions, access limitations, safety requirements, or other circumstance require the use of third-party contractor or specialized equipment, Customer shall be responsible for all associated costs.
18. Hours of Operation.
Woodstock’s standard business hours are Monday through Friday, 7:00 AM – 3:00 PM, local time. Woodstock Services will be provided only during these business hours unless otherwise specified. Services requested or performed outside of standard business hours, including evenings, weekends, or holidays, may be subject to additional charges at Woodstock’s then-current overtime or premium rates. Overtime rates are one and one-half (1.5) times the standard rate for non-holiday work and two (2) times the standard rate for holiday work. Emergency Services may be provided upon request, subject to availability. Emergency service calls are subject to a minimum labor charge of four (4) hours per technician and will otherwise be bill a time-and material basis at the applicable rates in effect at the time the Serves are performed.
19. Miscellaneous.
These Terms, together with any applicable quotation, estimate, work order, invoice, maintenance agreement, or other written documentation issued by Woodstock, constitute the entire agreement between the parties with respect to the Services provided, and supersede all prior or contemporaneous agreements, communications, or understandings, whether written or oral. These Terms shall govern over any conflicting or additional terms contained in any purchase order or other document submitted by Customer, unless expressly agreed to in writing by Woodstock. These Terms may only be modified by a written agreement signed by authorized representatives of both parties. No waiver of any provision or breach shall be deemed a waiver of any other provision or subsequent breach, and no waiver shall be effective unless in writing. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Paragraph headings are for convenience only and shall not affect the interpretation of these Terms.