TERMS AND CONDITIONS
CANCELATION
CFPs Proposal, when accepted, and any resulting contract, are not subject to cancellation, suspension, or reduction in amount, accept with CFPs written consent and upon terms which reimburse CFP for
any costs incurred including overhead and profit not to exceed face value of the agreement.
PRICES
In addition to the prices specified herein, Subscriber shall pay for all extra work requested by Subscriber or made necessary because of incompleteness of or inaccuracy in plans or other information
submitted by Subscriber with respect to location, type of occupancy, or other details of work to be performed hereunder. If the work to be furnished hereunder constitutes an addition to Subscribers
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 CFPs engineering records. In the event
of layout of Subscribers facilities has been altered, or is altered prior to completion of this contract, Subscriber shall advise CFP of any alterations, and such prices and delivery and completion dates
quoted herein shall be changed by CFP as may be required because of such alterations. Unless prices are stated by CFP in this or other documents forming part of this contract, the prices applicable to
the extra work performed shall be CFPs prices in effect at that time.
PAYMENT
Subscriber agrees that payment to CFP shall not be contingent upon settlement of any insurance claim of Subscriber. Final payment shall be in all cases due to payment within (30) days after final billing.
A service charge will be charged and added to the prices on all payments past due and owed by the Subscriber under this contract, and at a rate of 18% 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. Subscriber shall pay any reasonable attorney 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 CFP. CFP shall not be liable for any damage or penalty for any delays, default, or failure to perform
due to act of God, acts of omissions of the Subscriber, 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 CFPs
subcontractors, failure of or delay in furnishing correct or complete information be Subscriber with respect to location, timing, or other details of work to be performed hereunder, impossibility or
impractibility or performance of any other causes beyond the control of the CFP, 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 CFP does the excavating, if water, quick-sand, rocks, or other unforeseen obstructions are encountered or shoring is required, Subscriber shall pay for as extra to the contract price and
additional work involved at CFPs price for such work then in effect.
SITE FACILITIES
Subscriber shall furnish access to all necessary facilities for performance of its work by CFP, adequate space for storage and handling of material, Light, water, heat, local telephone, watchman and crane
and elevator service, if available, 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, Subscriber agrees to provide the necessary equipment to reach inaccessible equipment and peripheral devices. Subscriber agrees to provide suitable
electrical service. If available, blueprints, wiring diagrams or as built drawings shall be provided showing location of all devices connected to the main fire control panel, the fire system(s) and any portable
fire extinguishers. Subscriber acknowledges that the fire authorities may require that a copy of inspection reports be furnished, and Subscriber recognizes that those reports may result in requirement by
the fire authorities that changes be made in Subscribers premises. Where the wet pipe system is installed, the Subscriber assumes full responsibility for indicating where all dry system(s) low point drains
to the CFPs service personnel during the course of the CFPs 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 CFP will exercise reasonable care in this respect, CFP shall be under no responsibility for loss or damage due to the character, condition or user of foundations, walls or other
structures not erected by it or resulting for 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 Subscriber unless otherwise specified. Subscriber
warrants the sufficiency of the structure to support the sprinkler system and its related equipment (including tanks). The Subscriber shall have all things in readiness for installation, including but not limited
to, other materials, floor or suitable working base, connections, and facilities correction at the time the materials are delivered. In the event the Subscriber shall fail to have all things in readiness for
erection at the time of receipt of the materials at the place overaction the Subscriber shall reimburse CFP for any and all expenses caused by such failure to have things in readiness. Failure to make
areas available to CFP during performance in accord with schedules which are the basis of CFPs proposal shall be considered a failure to have all things in readiness for erection in accord with the terms
of this contract.
LIMITATIONS OF LIABILITY
CFP shall not be liable for any claim for direct, indirect, or consequential damages whether or not such claim is based in contract or tort or occasioned by CFPs active or passive negligence, including
without limitation, damages arising from the use, loss of use, performance or failure of any equipment or systems. Subscriber 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,
CFPs liability on any claim for loss or liability arising out of or connected with this contract or any obligation resulting thereof or 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 the
Subscriber for the applicable product or service hereunder. Unless specifically included in the work order, CFP shall not be responsible for any maintenance, repairs, alterations, parts replacement or field
adjustments.
WARRANTY
CFP agrees that for a period of ninety (90) days after completion of work performed hereunder, it will, at its expense, repair or replace and defective materials or workmanship supplied or performed by
CFP. As used herein, the term defective means failure to conform to professional workmanship standards or with manufacturer specifications. It is understood that the CFP does not warrant the operation
of the system or that work or equipment provided by the CFP will detect or prevent the occurrences that the work or equipment was designed to detect or prevent. CFP warrants the products of other
manufacturers supplied hereunder only to the extent of the warranty of the respective manufacturer can be passed to the Subscriber. CFPs 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 CFP 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, CFP
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IDEMNITY
CFP shall not be liable for claims, losses, or damages arising from any act or omission of Subscriber, including without limitation, Subscribers failure to activate or authorize the operation of any portion of
the system or Subscribers modifications, alterations, or adjustments to any of the equipment or systems. Subscriber agrees to indemnify, defend, and hold harmless CFP from and against any and all
liability, claims, losses, costs, including reasonable attorneys fees, incurred in connection with any third party claim arising from or related to (i) CFPs provision of products or services hereunder; or (ii) and
acts or omissions of Subscriber. CFP reserves the right to select counsel to represent in such action.
CHANGES, ALTERATIONS, ADDITIONS
Changes, Alterations, and additions to the plans, specs, or construction schedule for this contract shall be invalid unless approved in writing by CFP. For any such changed approved by CFP in this
manner, which will increase or decrease the cost and expense of work to CFP, there shall be a corresponding increase or decrease in the contract price herein provided. The value of the 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 CFP elects to
continue performance so as to avoid delay, the estimate of CFPs estimating department as to the value of the work shall be deemed acceptable by the Subscriber.
SPRINKLER TESTING
The CFP will only test new work under high pressure and high pressure tests required on the existing sprinkler system(s) will be done as 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 for dry system(s)
piping is the responsibility of the Subscriber, and will be done as extra to the contract price. The Subscriber assumes full responsibility for the condition of the existing sprinkler system(s) for water or other
damage resulting directly or indirectly from such condition of the application or 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 Subscriber, all installation work will be performed during normal business hours. If Subscriber shall require any overtime labor, Subscriber agrees to reimburse CFP for the
overtime premium on the same. If overtime labor is required on an emergency basis, Subscriber agrees to reimburse CFP for the same.
INCIDENTAL LOSSES
All loss or damage from any cause (not the fault of the CFP) to the materials, tools, equipment, work or workmen of the CFP or its agents or subcontractors while in or about the premises of the Subscriber
shall be borne and paid for by the Subscriber.
DEFAULT
In case of any default by the Subscriber, CFP 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). All
such remedies of CFP are cumulative and not exclusive. Default by Subscriber shall consist of: Failure to pay an installment of price when due, no demand being necessary, or any act or omission on the
part of Subscriber whereby CFP 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 Subscriber or in case the Subscribers premises or sprinkler system shall be attached, liened, 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.
OSHA AND ASBESTOS
