General Terms and Conditions

PROPOSALS AND CONTRACT

Seller’s proposal, when accepted, and any resulting contract, are not subject to cancellation, suspension or reduction in amount, except with Seller’s prior written consent, and only upon terms which reimburse Seller for work performed, plus reasonable overhead and profit.  Upon termination of this Contract, those provisions which by their nature are intended to survive, shall survive.

PRICES

In addition to the prices specified herein, Purchaser shall pay for all extra work requested by Purchaser or made necessary because of incompleteness of, or inaccuracy in, plans or other information submitted by Purchaser with respect to location, type of occupancy, or other details of work to be performed hereunder which are deficient.  If the work to be furnished hereunder constitutes an addition to Purchaser’s existing facilities, prices and delivery and completion dates quoted herein are based on information, if any, with respect to layout of such facilities now contained in Seller’s engineering records.  In the event the layout of Purchaser’s facilities has been altered, or is altered by Purchaser prior to completion of this contract, Purchaser shall advise Seller of any such alterations, and prices and delivery and completion dates quoted herein shall be changed by Seller as may be required because of such alterations.  Unless prices are stated by Seller in this or other documents forming a part of this contract, the prices applicable to the extra work performed shall be Seller’s prices in effect at that time.

PAYMENT

Purchaser agrees that payment to Seller is solely Purchaser’s responsibility and shall not be contingent upon settlement of any insurance claim of Purchaser.  Final payment shall be in all cases due and payable within ten (10) days after final billing.  A service charge will be charged and added to the prices on all payments past due and owed by the Purchaser under this contract, and at a rate of 12% per annum, or, if such rate is prohibited under applicable law, then at such lower rate as is the maximum rate permitted to be contracted for under such applicable law.  Purchaser shall pay any reasonable attorney’s fees incurred in the collection of past due accounts.

DELAYS/FORCE MAJEURE

No deadline for completion of work hereunder shall be binding unless agreed to in writing in advance by Seller.  Seller shall not be liable for any damage or penalty for any delays, default, or failure to perform due to acts of God, acts or omissions of the Purchaser, acts of civil or military authorities, Government regulations or priorities, fires, lightning, severe weather, water, epidemics, quarantine restrictions, war, riots, strikers, differences with workmen, accidents to machinery, car shortages, inability to obtain necessary labor, materials or manufacturing facilities, delay in transportation, defaults of Seller’s subcontractors, failure of or delay in furnishing correct or complete information by Purchaser with respect to location, timing or other details of work to be performed hereunder, impossibility or impractibility of performance or any other causes beyond the control of Seller, whether or not similar to the foregoing.   In the event of any delay caused as aforesaid, the completion of work shall be extended for a period equal to any such delay, and this contract shall not be void or voidable as a result of any such delay.  In case work is temporarily discontinued by reason of any of the foregoing all unpaid installments of the contract price, less an amount equal to the value of material and labor not furnished, shall be due and payable upon receipt of invoice.

EXCAVATION

When the Seller does the excavating, if water, quick-sand, rocks, or other unforeseen obstructions are encountered or shoring is required, Purchaser shall pay in addition to the contract price Seller’s then-current price for the any additional work involved due to such circumstance.

SITE FACILITIES

Purchaser shall furnish access to all necessary facilities for performance of its work by Seller, adequate space for storage and handling of material, light, water, heat, local telephone, watchman and crane and elevator service, if available and as necessary, and necessary permits. Keys for all areas, including mechanical, electrical, telephone and rooftop areas, shall be provided to allow access to areas where peripheral devices may be located.  If keys are not available, Purchaser agrees to provide the necessary equipment to reach inaccessible equipment and peripheral devices.  Purchaser agrees to provide suitable electrical service. If available, blueprints, wiring diagrams or as-built drawings shall be provided showing locations of all devices connected to the main fire control panel, the fires system(s) and any portable fire extinguishers.  Purchaser acknowledges that the fire authorities may require that a copy of inspection reports be furnished, and Purchaser recognizes that those reports may result in requirement by the fire authorities that changes be made in Purchaser’s premises.  Where wet pipe system is installed, the Purchaser shall supply and maintain sufficient heat to prevent freezing of the system.  Where dry pipe system is installed, Purchaser assumes full responsibility for indicating all dry system(s) low point drains to the Sellers service personnel during the course of the Seller’s work, to prevent the possible subsequent freezing of these sections of the piping system(s), if they are not drained.

STRUCTURE AND SITE CONDITIONS

While employees of Seller will exercise reasonable care in this respect, Seller shall be under no responsibility for loss or damage due to the character, condition or use of foundations, walls or other structures not erected by it or resulting from excavation in proximity thereto, nor for damage resulting from concealed piping, wiring, fixtures or other equipment or condition of water pressure.  All shoring or protection of foundations, walls or other structures subject to being disturbed by an excavation required hereunder shall be the responsibility of the Purchaser unless otherwise specified. Purchaser warrants the sufficiency of the structure to support the sprinkler system and its related equipment (including tanks).  The Purchaser shall have all things in readiness for installation, including, but not limited to, other materials, floor or suitable working base, connections and facilities for erection at the time the materials are delivered. In the event the Purchaser shall fail to have all things in readiness for erection at the time of receipt of the materials at the place of erection the Purchaser shall reimburse Seller for any and all expenses caused by such failure to have such things in readiness. Failure to make areas available to Seller during performance in accordance with schedules which are the basis of Seller’s proposal, shall be considered a failure to have all things in readiness for erection in accordance with the terms of this contract.

LIMITATIONS OF LIABILITY

Seller shall not be liable for any claim for direct, indirect, special, incidental or consequential damages whether or not such claim is based in contract or tort or occasioned by Seller’s active or passive negligence, including without limitation, damages arising from the use, loss of use, performance or failure of any equipment or systems. Purchaser shall be solely responsible for compliance with all applicable State, federal, and local fire codes and other regulatory requirements, including, without limitation, the timing and performance of all inspections required by any such authorities. To the maximum extent allowed by law, Seller’s liability on any claim for loss or liability arising out of or connected with this contract or any obligation resulting therefrom or from the manufacture, fabrication, sale, delivery, inspection, installation or use of any materials or system shall be limited to repair or replacement of materials or workmanship as set forth in the paragraph entitled “Warranty” and shall in no event exceed the amount paid by Purchaser for the applicable product or service hereunder.  Unless specifically included in the work order, Seller shall not be responsible for any maintenance, repairs, alterations, parts replacement or field adjustments.

WARRANTY

Seller agrees that for a period of ninety (90) days after completion of work performed hereunder, it will, at its, expense, repair or replace any defective materials or workmanship supplied or performed by Seller.  As used herein, the term “defective” means failure to conform to professional workmanship standards or with manufacturer specifications.  It is understood that the Seller does not warrant the operation of the system or that work or equipment provided by Seller will detect or prevent the occurrences that the work or equipment was designed to detect or prevent.  Seller warrants the products of other manufacturers supplied hereunder only to the extent that the warranty of the respective manufacturer can be passed to Purchaser.  Seller’s warranty expressly excludes, without limitation, coverage for any damages, defects, or other conditions associated with or caused by Microbiologically Induced Corrosion (“MIC”), water or flooding, mold, defects, misuse, or recall of products or components manufactured by third parties, inadequate water supply, defects in installation by third parties, any sheet rock repair or painting of pipe, and Seller shall have no liability or obligation whatsoever with respect to any damages, defects or other conditions associated with or caused by any of the above.  For purposes of these Terms and Conditions, MIC includes any electromechanical corrosion process that is concentrated and accelerated by the activity of specific bacteria within a fire sprinkler system, resulting in the premature failure of metallic system components.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

INDEMNITY AND INSURANCE

Seller shall not be liable for any claims, losses, or damages arising from any act or omission of Purchaser, including without limitation, Purchaser’s failure to activate or authorize the operation of any portion of the system or Purchaser’s modifications, alterations, or adjustments to any of the equipment or systems.  Purchaser agrees to indemnify, defend and hold harmless Seller from and against any and all liability, claims, losses, costs, including reasonable attorney’s fees, incurred in connection with any third party claim arising from or related to (i) Seller’s provision of products or services hereunder; or (ii) any acts or omissions of Purchaser.   Purchaser’s indemnity obligations hereunder shall apply even to the extent that such liability and claim arises due to Seller’s negligence, however, Seller shall not be indemnified for its gross negligence or willful misconduct. Seller reserves the right to select counsel to represent it in such action.

For a period of two (2) years from the date of this Agreement,

Purchaser shall maintain: Commercial General Liability insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate; and Workers’ Compensation insurance with statutory limits and Employer’s Liability insurance in an amount not less than $1,000,000. Customer shall obtain the insurance required by this Agreement from a financially sound insurance company of recognized responsibility and shall furnish Seller with a certificate of insurance evidencing such coverage prior to the commencement of any Services.  All insurance policies shall: (a) be primary and noncontributing with any other insurance held by Seller; (b) continue in full force and effect for at least thirty (30) days after Seller receives written notice of cancellation, termination or materially adverse alteration. In addition, all liability insurance policies shall: (c) name Seller as an additional insured to the extent of Purchaser’s indemnity obligations under this Agreement; (d) contain a standard severability of interests provision and a standard cross-liability endorsement; and (e) provide that Purchaser’s insurer waives its right of subrogation against Seller to the extent of Purchaser’s indemnity obligations under this Agreement.

CHANGES, ALTERATIONS, ADDITIONS

Changes, alterations, and additions to the plans, specifications, or construction schedule for this contract shall be invalid unless approved in writing by Seller. For any such changes approved by Seller in this manner, which will increase or decrease the cost and expense of work to Seller, there shall be a corresponding increase or decrease in the contract price herein provided. The value of additional work shall be agreed upon prior to the performance of said work. However, if no agreement is reached prior to the performance of additional work approved in the manner herein described, and Seller elects to continue performance so as to avoid delays, then the estimate of Seller’s estimating department as to the value of the work shall be deemed acceptable by the Purchaser.

SPRINKLER TESTING

The Seller will only test new work under high pressure and any high pressure tests required on the existing sprinkler system(s) will be done as an extra to the contract price. All work required to make the existing sprinkler system(s) tight or to rearrange sprinkler lines to ensure proper drainage of such system(s), including any necessary removal of built-up scale, foreign materials, or wet sediment from dry system(s) piping is the responsibility of the Purchaser, and will be done as an extra to the contract price. The Purchaser assumes full responsibility for the condition of the existing sprinkler system(s), for water or other damage resulting directly or indirectly from such condition or the application of test or flushing pressures, and for any damage, defects or other conditions associated with or caused by MIC.

ARBITRATION

Any controversy or claim arising out of or relating to this contract or the breach thereof shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered into any court having jurisdiction thereof.  Any arbitration proceedings shall be held in Atlanta, Georgia.

OVERTIME

Unless otherwise specified by Purchaser, all installation work will be performed during regular working hours.  If Purchaser shall require any overtime labor, Purchaser agrees to reimburse Seller for the overtime premium on the same.  If overtime labor is required on an emergency basis, Purchaser agrees to reimburse Seller for same. Seller shall inform Purchaser of its then-current overtime premium rate when overtime is required.

INCIDENTAL LOSSES

All loss or damage from any cause (not the fault of the Seller) to the materials, tools, equipment, work or workmen of the Seller or its agents or subcontractors while in or about the premises of the Purchaser shall be borne and paid for by the Purchaser.

DEFAULT

In case of any default by the Purchaser, Seller may declare the contract price or all unpaid installments thereof to be immediately due and payable (whether or not said work shall have been completed) or may enter said premises and shut off the water from said system or remove all or any portion of the same which was provided by Seller and not paid for by Purchaser. All such remedies of Seller are cumulative and not exclusive.
Default by Purchaser shall consist of: Failure to pay any installment of price when due, no demand being necessary, or any act or omission on the part of Purchaser whereby Seller is prevented from completing any work hereunder, or receivership, bankruptcy, assignment for the benefit of creditors of any other form of insolvency proceedings by or against Purchaser or in case Purchaser’s premises or sprinkler system shall be attached, liened, or seized by process of law and such attachment or lien is not vacated or seizure is not terminated within ten (10) days after its occurrence.

SPECIAL CONDITIONS

In the event a sprinkler system is being converted from a wet system to a dry system, this contract does not include any appropriation for possible repairs to the existing wet pipe system in order that it may be tight at the required air pressure.  Nor does the contract include any labor or material necessary for rearrangement of lines to insure proper drainage thereof.  Any labor or material necessary to make this system tight under air pressure and to change the drainage on lines will be charged as an additional charge to the contract price.

OSHA AND ASBESTOS

Purchaser agrees to indemnify and hold harmless the Seller from and against any claims, demands or damages, including reasonable attorney’s fees, resulting from the enforcement of the Occupational Safety Health Act (Public Law 91-596).  In the event that the Seller’s employees or others are or may be exposed to asbestos fibers during the performance of this contract, all additional cost necessary to protect such individuals, including but not limited to all costs for “Qualified Laboratory Sample Test” of any work area for asbestos exposure concentrations, shall be paid by Purchaser and Purchaser agrees to indemnify Seller against all claims, demands, injury or damage arising from such exposure.

GOVERNING LAW

This contract shall be governed by the laws of the State of Georgia, without reference to any conflict of laws principles.

ENTIRE AGREEMENT

This contract, together with any Service Agreement between Seller and Purchaser, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements.  This Agreement may not be amended or modified, except by a further written agreement signed by an authorized representative of Seller.  In the event of a conflict between any provision of this contract and any Service Agreement between Seller and Purchaser, this contract shall govern.

ASSIGNMENT

Purchaser shall not assign this Agreement, or any rights or obligations herein, without the prior written consent of Seller.  Seller shall have the right to assign all or any part of this Agreement to any third party at any time and without the consent of Purchaser.

SEVERABILITY

Any provision of this Contract that is prohibited or unenforceable shall not affect the enforceability of the other provisions of this Contract.

Last revised: August 2015