HOLD HARMLESS AGREEMENT

(Chute Intake Doors Purchase and Use)

This Hold Harmless Agreement (“Agreement”) is entered into by and between the purchaser identified below (“Purchaser” or “Releasor”) and Chute Doctor referred to herein as the “Company” or “Releasee”). This Agreement shall be effective as of the date of purchase of one or more 24-inch by 24-inch or larger chute products(s) (the “Product”).

1. Purpose and Scope

The Releasor hereby acknowledges that they have purchased one or more 24” x 24” or larger product, designed and manufactured for use exclusively in chute system installations, including but not limited to trash, linen, or recycling chutes.

The Releasor further acknowledges that the use, installation, access to, and maintenance of said intake door(s) inherently involve physical interaction that may present operational, mechanical, or environmental risks, particularly due to the size of the intake opening and potential system pressures.

This Agreement applies to all liability, damage, injury, claims, or losses arising directly or indirectly from:

  • The use or misuse of the Product;
  • Any installation, inspection, maintenance, cleaning, or service involving the Product;
  • Any access or attempted access into or through the intake door(s); or
  • Any failure to comply with recommended safety practices, manufacturer instructions, or applicable codes.

2. Acknowledgment of Risk

The Releasor expressly acknowledges and agrees that:

  • The 24” x 24” or larger product include an opening that is sufficiently large to allow partial or full human entry, creating an increased risk of bodily injury or death if misused or accessed without proper precautions;
  • Improper installation or unauthorized modifications may compromise system integrity, violate building/fire codes, or expose users to hazards such as air pressure changes, falling objects, or mechanical malfunction;
  • The Product must be installed and serviced by qualified professionals using appropriate tools, personal protective equipment, and safety procedures;
  • The Company has provided or made available installation guidelines, warnings, and safety recommendations, which must be strictly followed at all times.

3. Hold Harmless, Indemnification, and Assumption of Liability

To the fullest extent permitted by law, the Releasor hereby voluntarily agrees to:

  • Assume full responsibility and liability for the installation, use, operation, and maintenance of the Product, whether by Releasor or any third party;
  • Indemnify, defend, and hold harmless the Company, including its officers, employees, agents, affiliates, vendors, successors, and assigns, from and against any and all claims, demands, causes of action, damages (including consequential or punitive), losses, liabilities, costs, and expenses (including reasonable attorney’s fees and court costs), whether known or unknown, asserted by any person or entity, arising out of or related to:
    • Personal injury (including death) or property damage resulting from the use or misuse of the Product;
    • Any violation of building codes, fire safety standards, or manufacturer guidelines related to the Product;
    • Actions or omissions of subcontractors, employees, tenants, residents, service providers, or other agents acting under or through the Releasor;
    • Any alleged or actual failure of the Releasor to provide adequate warnings, instructions, or safeguards to those accessing or operating the Product.

This indemnification obligation applies regardless of whether the claim arises in whole or in part from the negligence, acts, or omissions of the Company, except in cases of sole gross negligence or willful misconduct by the Company as determined by a court of competent jurisdiction.

4. Access and Operational Conditions

The Releasor agrees to:

  • Use the Product exclusively for its intended purpose as part of a chute system, in compliance with local codes and manufacturer specifications;
  • Ensure that only properly trained and qualified personnel are permitted to install, maintain, or access the Product;
  • Promptly notify the Company in writing of any malfunction, suspected defect, or safety-related incident involving the Product;
  • Refrain from modifying the Product in any manner not expressly authorized in writing by the Company;
  • Product is not used by the public unsupervised.

5. Integration and Non-Alteration of Existing Terms

This Agreement is supplemental to, and shall not modify, replace, or void any other terms and conditions associated with the sale, warranty, or service of the Product, including but not limited to:

  • Standard Terms and Conditions of Sale;
  • Manufacturer’s Limited Warranty;
  • Installation Guidelines and Product Manuals;
  • Any written contracts or service agreements between the parties.

In the event of conflict between this Agreement and any other agreement, the provisions of this Hold Harmless Agreement shall control with respect to liability and indemnity.

6. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Releasor (Purchaser) is located or conducts business, without regard to its conflict of law principles. If no specific state jurisdiction is otherwise applicable or enforceable, the laws of the State of California shall govern.

Any dispute arising out of or relating to this Agreement shall be submitted to the appropriate state or federal courts located in the state where the Releasor resides or operates, provided such jurisdiction is legally valid and enforceable. If no such jurisdiction is available, or if jurisdictional questions arise, the parties agree that the state and federal courts located in Los Angeles County, California shall serve as the alternative forum, and the parties hereby expressly consent to such jurisdiction and venue.

7. Binding Effect – Web Check Box

By checking the agreement box on checkout, the purchaser (“Releasor”) acknowledges and agrees to the terms of the Hold Harmless Agreement governing the purchase, installation, and use of 24" x 24" or larger products from Chute Doctor, Western Chutes, Chute Parts, and Buchanan Specialties).

The Releasor affirms that:

  • They are authorized to enter into this Agreement on behalf of themselves or their organization or parties purchased for.