Terms and Conditions.
GENERAL
Upon acceptance of the foregoing proposal and quote (the “PROPOSAL”), by you, the customer (“CUSTOMER”), by executing and returning the PROPOSAL to Poulin Fire Protection (“PFP”), CUSTOMER shall have agreed to the following TERMS AND CONDITIONS in connection with PFP’S provision of products and services (this “AGREEMENT”), whether an inspection, a repair or an installation of fire safety systems (the “FIRE SYSTEM(S)”). If the PROPOSAL is not accepted within thirty (30) days of its date, it may be withdrawn by PFP.
SCOPE OF WORK
Unless otherwise specified, the scope of work is limited to accessible devices and system components and to where access can be obtained without restriction at the scheduled time of visit, and does not exceed heights reachable with a 6’ ladder.
RESPONSIBILITY OF THE CUSTOMER
It is ultimately the responsibility of the CUSTOMER (such term herein includes all employees, agents and representatives of CUSTOMER) to:
Properly maintain all but not limited to fire sprinkler, fire alarm, fire suppression systems and/or fire extinguishers, by means of periodic inspections, testing and maintenance, which shall show the FIRE SYSTEM(S) to be in good operating condition and/or reveal any defects or impairments.
Promptly correct or repair deficiencies noted, damaged parts, or impairments found while performing the inspection and testing of FIRE SYSTEM(S). Corrections and repairs shall be performed by qualified personnel.
Know the location of all FIRE SYSTEM components including but not limited to: low point drains, portable extinguishers, valves including those above ceiling, and auxiliary drains in attics and/or crawl spaces.
Notify all parties that may be affected by alarms initiated during inspection, repair, service, maintenance or installation including but not limited to employees, building occupants, the fire alarm monitoring service, and authorities having jurisdiction.
Manage the disposal of any water or debris released during tests.
Ensure the safety and security of the site or location where the FIRE SYSTEM(S) are located and at which PFP will provide services.
Maintain the FIRE SYSTEM(S), including but not limited to checking and draining low point drains and drum drips, maintaining adequate low point drains and drum drips, maintaining adequate heat, maintaining proper levels of lubricant, ensuring FIRE SYSTEM(S) are on-line and operating properly, and completing regular maintenance and alterations, repairs or replacement of faulty system components as necessary.
Have as-built system drawings available on site to assist the technician in identifying FIRE SYSTEM components so that they can be properly located. CUSTOMER is responsible for identifying all FIRE SYSTEM(S) and component locations.
Unless otherwise specified, pay all applicable local, state and federal taxes, license and permit fees, assessments, and other charges in connection with the FIRE SYSTEM(S).
Unless otherwise specified, pay any additional costs associated with the inspection, repair, service, maintenance or installation by PFP, including costs associated with fire department or other authorities having jurisdiction, rental of lift trucks or other equipment required to gain access to inaccessible FIRE SYSTEM components, and/or maintenance of dedicated phone lines.
CUSTOMER shall be solely responsible for keeping the FIRE SYSTEM(S) in good operating condition at all times. Final responsibility for the condition and operation of the FIRE SYSTEM(S) is with the CUSTOMER. This includes compliance with all laws, codes and regulations pertaining to the FIRE SYSTEM(S) and/or scope of work provided by PFP.
WARRANTY AND LIABILITY
UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, PFP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. No representations made by an employee, agent or representative of PFP shall constitute a warranty by PFP or give rise to any liability or obligation.
CUSTOMER AGREES THAT PFP IS NOT AN INSURER. PFP’s liability to the CUSTOMER or any of its affiliates, representatives or assigns for personal injury, and/or property damage arising from the performance of any service, including repair, install or inspection, performed by PFP shall be limited, to the extent permitted by applicable law, to the amounts charged CUSTOMER for such service, which will be CUSTOMER’s sole and exclusive remedy. In the event this AGREEMENT relates to services provided at multiple CUSTOMER locations, PFP’S liability shall be limited to the amount of charges allocable to the location where the injury or damage occurred.
In no event shall PFP be liable, and the CUSTOMER assumes all liability, for all special, indirect, incidental, consequential, liquidated, or penal damages or any economic loss of any character including but not limited to loss of use of property, lost profits or lost production, whether claimed by the CUSTOMER or by any third party, irrespective of whether claims or actions for such damages are based upon contract, warranty, negligence, tort, strict liability or otherwise.
CUSTOMER shall hold PFP harmless from any and all claims by CUSTOMER and from any and all third-party claims for personal injury, and/or property damage arising from the CUSTOMER’s failure to maintain FIRE SYSTEM(S) and to keep such in operative condition, whether such claims are based upon contract, warranty, tort, strict liability, or otherwise. It is the sole responsibility of the CUSTOMER to notify their property insurance carrier of any suspension and/or shutdown in service of any FIRE SYSTEM(S). The CUSTOMER agrees to hold PFP harmless from any and all losses excluded by any Protective Safeguards Endorsement in PFP’s insurance policy.
STATE CODES/INDUSTRY STANDARDS
CUSTOMER is ultimately responsible for the operation and maintenance of all FIRE SYSTEM(S) in compliance with the applicable federal, state and/or local standards and codes. PFP has made the CUSTOMER aware of the existence of such requirements as set forth by the National Fire Protection Association (“NFPA”), and/or state codes, and/or local regulations where applicable. CUSTOMER acknowledges that it has selected and authorized only the services and service level set forth in the Agreement, regardless of whether such services or service level meets or does not meet applicable requirements.
CUSTOMER shall advise PFP prior to the time of the scheduled appointment of the presence or possible presence of any hazardous materials at the site or location at which PFP is to provide any service.
PERFORMANCE OF WORK AND ACCESS
Unless otherwise specified, work performed by PFP will be completed Monday through Friday between 7:00am – 4:00pm, excluding holidays. Any work that is required to be done outside the hours noted above may result in additional cost to the CUSTOMER. CUSTOMER shall provide PFP with full and free access to the FIRE SYSTEM(S) to perform necessary work. If the nature of the work requires, CUSTOMER shall provide PFP with access to all spaces containing FIRE SYSTEM(S) equipment.
In the event that the FIRE SYSTEM(S) or any components thereof are located in locked areas or areas where access is limited, the CUSTOMER shall provide an escort capable of accessing the aforementioned areas at will and without disruption to the performance of the work. The escort shall remain in the presence of the PFP personnel for the entire duration required as determined by the PFP technician.
In the event that the work to be performed by PFP requires additional trades, it shall be the sole responsibility of the CUSTOMER to coordinate the necessary trades and ensure they are able to provide contiguous support, at PFP’S direction and discretion, for the duration of the work, without disruption. The cost and performance by other trades shall be the sole responsibility of the CUSTOMER.
In the event that PFP is unable to perform its work, in part or in full, in the manner planned due to limited access to the FIRE SYSTEMS or their components or as a result of disruption or delay caused by another trade, or any other situation or circumstance that is not directly related to actions or activities of PFP employees, added costs for the additional time required to complete the work shall be assessed and be the sole responsibility of the CUSTOMER.
IF PFP IS NOT PROVIDED FULL AND FREE ACCESS TO THE FIRE SYSTEM(S) AFTER CONFIRMATION OF APPOINTMENT, VERIFIED WITH CUSTOMER THROUGH TELEPHONE OR E-MAIL, AN ADDITIONAL FEE OF NOT LESS THAN 1 HOUR WILL BE CHARGED TO COMPENSATE FOR DELAYS IN PFP’S ABILITY TO START AND/OR COMPLETE THE INSPECTION, REPAIR, SERVICE, MAINTENANCE OR INSTALLATION WORK TO BE PERFORMED. THE LABOR RATE WILL BE CHARGED AT PFP’S THEN CURRENT SERVICE RATE, UNLESS OTHERWISE SPECIFIED.
MAINTENANCE, REPAIRS, ALTERATIONS, AND REPLACEMENTS
The scope of work and related pricing provided for in the Agreement, unless specifically noted otherwise, does not include any maintenance, repairs, alterations, and replacement or recalibration of parts or any field adjustments, software updates, etc. Should any repairs, alterations, replacement of parts or field adjustments be requested by CUSTOMER, there will be an additional charge for such services and parts. PFP shall furnish the CUSTOMER with a written cost estimate before any additional work is performed. PFP shall not be responsible or liable to CUSTOMER or any third party in any manner in the event that CUSTOMER declines PFP’s recommendations for alterations, repairs, field adjustments or replacement of faulty system components.
TESTING OF FIRE SYSTEM(S)
If the services to be provided by PFP include installation of FIRE SYSTEM(S) equipment, once installation of the equipment is completed and a record of completion and/or test report has been provided, it is deemed to be in the exclusive possession and control of CUSTOMER, and except for PFP's scheduled inspections, it shall be CUSTOMER's responsibility to test the operation of the equipment and to notify PFP of any needed equipment repair.
PAYMENT
PFP will invoice CUSTOMER separately for the contracted services and any related equipment and CUSTOMER shall pay all invoiced amounts within the time provided in the PROPOSAL or as otherwise directed in the invoice issued for such services and/or equipment (the “INVOICE”). Any CUSTOMER dispute regarding an INVOICE must be raised with PFP by CUSTOMER within 15 days of the date of the disputed INVOICE.
PFP shall be entitled to impose interest on late payments received by PFP, which interest shall accrue daily and compound monthly at 1.5%, but in no event will exceed the highest lawful rate of interest calculated from the date such amount was due until the date payment is received by PFP. CUSTOMER shall be responsible for any and all of PFP’s costs of collection, including but not limited to attorneys’ fees.
Timely payment is a condition precedent to PFP’s obligation to perform or continue to perform the work under this Agreement, and PFP may, at its option, suspend any portion or all of the work until all past-due amounts are paid by CUSTOMER. CUSTOMER agrees that PFP shall not be liable for any losses, liabilities or damages of any nature which CUSTOMER may suffer or incur as a result of PFP’s suspension of work.
If the price for any materials or products to be used in an installation or repair increases materially between the date CUSTOMER signs this AGREEMENT and PFP’s purchase of such materials or products, PFP reserves the right to make any increases or adjustments to the prices set forth in the PROPOSAL.
Subcontractor/service provider cannot be held responsible, in any way, for material adverse effects not within their control. Material adverse effects, with respect to this agreement, include but are not limited to national or international health, political or social issues such as national disasters, imposition of sanctions, tariffs, epidemics, pandemics, outbreaks, etc. that could potentially impact the financial outcome of this agreement through delays, increased costs, price gouging, etc. Subcontractor/service provider reserves the right to increase prices set forth in this contract on a dollar-for-dollar basis for any cost escalation associated with any such material adverse effect.
DELAYS
PFP shall not be liable for any damage or loss sustained by CUSTOMER as a result of PFP’s failure to perform any obligation under this AGREEMENT, including delay in performing inspections or installation of equipment, equipment failure or for interruption of service, due to electric failure, labor disputes, walk-outs, war, pandemics, acts of God, or other causes.
REPORTS
The inspection and/or test of CUSTOMER’S FIRE SYSTEM(S) shall be completed on PFP’s then current Report form which shall be given to the CUSTOMER, with a copy, if required, to the authority having jurisdiction. The
Report and recommendations by PFP are only advisory in nature and are intended to assist CUSTOMER in reducing the possibility of loss to property by indicating obvious defects or impairments noted to the FIRE SYSTEM(S) which require prompt consideration. They are not intended to imply that all other defects or hazards have been identified or that no others exist, or that all aspects of the FIRE SYSTEM(S) and equipment are in operating condition at the time of inspection. Final responsibility for the condition and operation of the FIRE SYSTEM(S) lies with the CUSTOMER.
ADDITIONAL EQUIPMENT
In the event additional equipment is installed after the date of completion of the Agreement, the annual inspection charge shall be adjusted in accordance with PFP’s prevailing rates as of the first inspection of such additional equipment.
WATER SUPPLY
PFP shall not be liable or responsible for the adequacy or condition of the water supply post inspection.
GOVERNING LAW AND JURISDICTION
This AGREEMENT will be governed by and interpreted in accordance with the internal laws of the state or commonwealth in which PFP is providing the work under this AGREEMENT (the “STATE”). The parties also agree to submit all disputes arising under this AGREEMENT to the exclusive jurisdiction of the courts of the STATE.
ASSIGNMENT
This Agreement and any terms hereof are not assignable by CUSTOMER without the written consent of PFP. PFP may assign this Agreement or any terms hereof without CUSTOMER consent.
WORK NOT INCLUDED
Certain additional services may be required by Authorities Having Jurisdiction (“AHJ”). AHJ or internal organizational requirements may be more restrictive than NFPA and/or state and local requirements. It is the CUSTOMER’s responsibility to make themselves aware of applicable codes and references in order to ensure that contracted services are in compliance with these additional requirements.
Additionally, the testing and inspection provided under this AGREEMENT does not include:
Testing or inspection of any equipment on a city right of way
Testing or inspection of any device(s) in a concealed space or any area not accessible to PFP during any inspection
Number of devices in excess of device counts provided by CUSTOMER. Devices not reflected in documentation provided are subject to incremental billing based on time needed to access and test them
Testing or inspection of any device(s) located in areas that meet confined space requirements as defined by OSHA
Fire Alarm disconnect/reconnect fees
Fire watch or watch fees from the fire department if required