SERVICE TERMS & CONDITIONS
Effective as of 3.1.2026: The following terms and conditions (the "Terms") shall apply to the provision of fire protection services by Fire Protection Team, LLC and its related entities and affiliates (collectively "FPT") to the purchaser ("Customer").
1. Applicability
1.1.
These Terms and FPT's quote/Scope of Work, which is incorporated herein by reference (the "SOW"), comprises the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, representations and warranties, and communications, both written and oral. These Terms and the SOW shall be collectively referred to herein as the "Agreement."
These Terms and FPT's quote/Scope of Work, which is incorporated herein by reference (the "SOW"), comprises the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, representations and warranties, and communications, both written and oral. These Terms and the SOW shall be collectively referred to herein as the "Agreement."
1.2.
Any additional or conflicting terms in Customer's specifications, purchase order, or any other written or oral communication that would modify the Agreement are not binding on FPT.
Any additional or conflicting terms in Customer's specifications, purchase order, or any other written or oral communication that would modify the Agreement are not binding on FPT.
2. Nature & Scope of the Services
2.1.
Customer is retaining FPT to provide the specific fire protection services detailed in the SOW (the "Services") at the Service Location(s). Customer represents that it owns, operates, or manages the Service Location(s) and has the authority to enter into this Agreement.
Customer is retaining FPT to provide the specific fire protection services detailed in the SOW (the "Services") at the Service Location(s). Customer represents that it owns, operates, or manages the Service Location(s) and has the authority to enter into this Agreement.
2.2.
The Services are intended to assist Customer in reducing the risk of damage to the premises and property due to fire and/or in complying with the requirements of the National Fire Protection Association ("NFPA") and applicable building and safety codes.
The Services are intended to assist Customer in reducing the risk of damage to the premises and property due to fire and/or in complying with the requirements of the National Fire Protection Association ("NFPA") and applicable building and safety codes.
2.3.
The Services are not all-inclusive and there are items in the NFPA and applicable codes that are not included in the Services. Customer is solely responsible for ensuring Customer's and the Service Location(s)' compliance with any and all requirements of NFPA and other applicable codes that are not included in the Services.
The Services are not all-inclusive and there are items in the NFPA and applicable codes that are not included in the Services. Customer is solely responsible for ensuring Customer's and the Service Location(s)' compliance with any and all requirements of NFPA and other applicable codes that are not included in the Services.
2.4.
Customer also acknowledges and agrees that the Services are not designed or guaranteed to prevent loss or damage due to fire, smoke, or any other cause. Customer retains all risk of such loss and damage.
Customer also acknowledges and agrees that the Services are not designed or guaranteed to prevent loss or damage due to fire, smoke, or any other cause. Customer retains all risk of such loss and damage.
3. Insurance & Waiver of Subrogation
3.1.
Customer acknowledges and agrees that FPT is not an insurer and that Customer is solely responsible for obtaining and maintaining insurance covering personal injury and damage to real and personal property at the Service Location(s).
Customer acknowledges and agrees that FPT is not an insurer and that Customer is solely responsible for obtaining and maintaining insurance covering personal injury and damage to real and personal property at the Service Location(s).
3.2.
Customer agrees to look exclusively to Customer's insurer(s) to recover for injuries or damage in the event of any loss or injury.
Customer agrees to look exclusively to Customer's insurer(s) to recover for injuries or damage in the event of any loss or injury.
3.3.
CUSTOMER DOES HEREBY, FOR ITSELF AND ALL OTHERS CLAIMING FOR IT UNDER THIS AGREEMENT, RELEASE AND DISCHARGE FPT FROM AND AGAINST ALL HAZARDS COVERED BY CUSTOMER'S INSURANCE, IT BEING EXPRESSLY AGREED AND UNDERSTOOD THAT NO INSURANCE COMPANY OR INSURER WILL HAVE ANY RIGHT OF SUBROGATION AGAINST FPT.
CUSTOMER DOES HEREBY, FOR ITSELF AND ALL OTHERS CLAIMING FOR IT UNDER THIS AGREEMENT, RELEASE AND DISCHARGE FPT FROM AND AGAINST ALL HAZARDS COVERED BY CUSTOMER'S INSURANCE, IT BEING EXPRESSLY AGREED AND UNDERSTOOD THAT NO INSURANCE COMPANY OR INSURER WILL HAVE ANY RIGHT OF SUBROGATION AGAINST FPT.
4. Limitation of Liability
4.1.
Customer acknowledges and agrees that it is impractical and extremely difficult to fix actual damages that may arise due to the operation or faulty operation of fire protection equipment/systems, failure of any fire protection device, or negligent performance of the Services.
Customer acknowledges and agrees that it is impractical and extremely difficult to fix actual damages that may arise due to the operation or faulty operation of fire protection equipment/systems, failure of any fire protection device, or negligent performance of the Services.
4.2.
IN NO EVENT SHALL FPT BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST PRODUCTION, DAMAGES FROM THE USE, LOSS OF USE, PERFORMANCE, OR FAILURE OF CUSTOMER'S FIRE PROTECTION SYSTEMS AND EQUIPMENT OR THE SERVICES PERFORMED UNDER THIS AGREEMENT – WHETHER THESE DAMAGES ARE BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, EQUITY OR OTHERWISE.
IN NO EVENT SHALL FPT BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST PRODUCTION, DAMAGES FROM THE USE, LOSS OF USE, PERFORMANCE, OR FAILURE OF CUSTOMER'S FIRE PROTECTION SYSTEMS AND EQUIPMENT OR THE SERVICES PERFORMED UNDER THIS AGREEMENT – WHETHER THESE DAMAGES ARE BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, EQUITY OR OTHERWISE.
4.3.
If there should arise any liability on the part of FPT as a result of fire, smoke, water, equipment failure, or any cause whatsoever, regardless of whether or not such loss, damage or personal injury was caused by or contributed to by FPT's negligence to any degree or failure to perform any obligation, such liability shall be limited to an amount equal to the aggregate price of the Services performed for the previous twelve (12) months pursuant to this Agreement at the Service Location where the loss/damage occurred.
If there should arise any liability on the part of FPT as a result of fire, smoke, water, equipment failure, or any cause whatsoever, regardless of whether or not such loss, damage or personal injury was caused by or contributed to by FPT's negligence to any degree or failure to perform any obligation, such liability shall be limited to an amount equal to the aggregate price of the Services performed for the previous twelve (12) months pursuant to this Agreement at the Service Location where the loss/damage occurred.
4.4.
Customer acknowledges that FPT has offered additional and more sophisticated equipment and services at additional cost to Customer. If Customer wishes to increase the above limitation of FPT's maximum liability, Customer may, at any time, obtain from FPT a higher limit by entering into a supplemental agreement and paying an additional amount consistent with the additional equipment and services, provided however that such supplemental agreement shall in no way be interpreted to hold FPT as an insurer.
Customer acknowledges that FPT has offered additional and more sophisticated equipment and services at additional cost to Customer. If Customer wishes to increase the above limitation of FPT's maximum liability, Customer may, at any time, obtain from FPT a higher limit by entering into a supplemental agreement and paying an additional amount consistent with the additional equipment and services, provided however that such supplemental agreement shall in no way be interpreted to hold FPT as an insurer.
5. FPT Responsibilities
5.1.
FPT shall be responsible for providing the specific Services identified in the SOW.
FPT shall be responsible for providing the specific Services identified in the SOW.
5.2.
FPT shall perform all Services in a professional manner, consistent with industry standards, and in compliance with all applicable laws and regulations, standards, and manufacturer's recommendations.
FPT shall perform all Services in a professional manner, consistent with industry standards, and in compliance with all applicable laws and regulations, standards, and manufacturer's recommendations.
6. Customer Responsibilities
6.1.
Customer shall:
Customer shall:
6.1.1.
Provide FPT with accurate and complete information regarding Customer's requirements for the Services, including any changes related to the Service Location(s), premises use, occupancy or materials;
Provide FPT with accurate and complete information regarding Customer's requirements for the Services, including any changes related to the Service Location(s), premises use, occupancy or materials;
6.1.2.
Review and ensure the accuracy of the list of assets identified in each SOW. If Customer identifies any inaccuracies in the list of assets, Customer shall promptly notify FPT to adjust the SOW (and associated pricing changes). If Customer does not notify FPT of any such inaccuracies, the list of assets will be deemed to be correct and complete;
Review and ensure the accuracy of the list of assets identified in each SOW. If Customer identifies any inaccuracies in the list of assets, Customer shall promptly notify FPT to adjust the SOW (and associated pricing changes). If Customer does not notify FPT of any such inaccuracies, the list of assets will be deemed to be correct and complete;
6.1.3.
Provide FPT with reasonable access to Customer's premises as necessary for FPT to perform the Services. Lack of access or timely access may result in additional labor charges for lost time and shall not affect Customer's obligation to pay for the Services. Failure to provide access also may result in an incomplete inspection and require return visits at additional costs;
Provide FPT with reasonable access to Customer's premises as necessary for FPT to perform the Services. Lack of access or timely access may result in additional labor charges for lost time and shall not affect Customer's obligation to pay for the Services. Failure to provide access also may result in an incomplete inspection and require return visits at additional costs;
6.1.4.
Obtain all necessary permits, licenses, and approvals required for FPT to perform the Services;
Obtain all necessary permits, licenses, and approvals required for FPT to perform the Services;
6.1.5.
Maintain the premises, including pipes, water pressure, drainage, and protect against freezing at the Service Location(s);
Maintain the premises, including pipes, water pressure, drainage, and protect against freezing at the Service Location(s);
6.1.6.
Unless otherwise included in the Services, provide and maintain any necessary internet or telecommunications service that is required for system functionality, including stand-by power, at Customer's sole expense;
Unless otherwise included in the Services, provide and maintain any necessary internet or telecommunications service that is required for system functionality, including stand-by power, at Customer's sole expense;
6.1.7.
Designate a representative who shall have authority to act on behalf of Customer with respect to the Services;
Designate a representative who shall have authority to act on behalf of Customer with respect to the Services;
6.1.8.
Obtain and maintain appropriate insurance to protect Customer and Customer's employees, guests, premises, and property;
Obtain and maintain appropriate insurance to protect Customer and Customer's employees, guests, premises, and property;
6.1.9.
Maintain the Service Location(s) in a safe condition and notify FPT of any hazardous conditions or materials at the premises; and
Maintain the Service Location(s) in a safe condition and notify FPT of any hazardous conditions or materials at the premises; and
6.1.10.
Comply with all applicable laws, regulations, and codes related to Customer's business and premises.
Comply with all applicable laws, regulations, and codes related to Customer's business and premises.
6.2.
Customer also shall provide FPT with the following information for each Service Location, providing timely updates as necessary:
Customer also shall provide FPT with the following information for each Service Location, providing timely updates as necessary:
6.2.1.
Property address and description;
Property address and description;
6.2.2.
Customer contact information (including, as applicable, property owner, property manager, etc.);
Customer contact information (including, as applicable, property owner, property manager, etc.);
6.2.3.
Access instructions and security protocols; and
Access instructions and security protocols; and
6.2.4.
Any special requirements or restrictions applicable to the Service Location(s).
Any special requirements or restrictions applicable to the Service Location(s).
7. Service Hours
7.1.
The Services will be performed during FPT's normal business hours (7AM–3PM, Monday–Friday).
The Services will be performed during FPT's normal business hours (7AM–3PM, Monday–Friday).
7.2.
Unless otherwise provided for in the SOW, work performed outside of FPT's normal business hours and emergency service calls will be billed separately and at additional cost.
Unless otherwise provided for in the SOW, work performed outside of FPT's normal business hours and emergency service calls will be billed separately and at additional cost.
8. Fees & Billing
8.1.
The fees set forth in the SOW are based on the assets, equipment, premises, and estimated service levels known to FPT at the time of the quote. If the assets, equipment and/or necessary service levels change for any reason, FPT reserves the right to adjust the fees accordingly.
The fees set forth in the SOW are based on the assets, equipment, premises, and estimated service levels known to FPT at the time of the quote. If the assets, equipment and/or necessary service levels change for any reason, FPT reserves the right to adjust the fees accordingly.
8.2.
Customer shall be responsible for all taxes and other fees (including compliance fees) imposed by relevant governmental bodies that are applicable to the Services and/or Equipment and, unless noted otherwise in the SOW, the costs of any permits associated with the Services and Equipment.
Customer shall be responsible for all taxes and other fees (including compliance fees) imposed by relevant governmental bodies that are applicable to the Services and/or Equipment and, unless noted otherwise in the SOW, the costs of any permits associated with the Services and Equipment.
8.3.
If Customer claims a tax or other exemption, Customer must provide FPT with a valid exemption certificate or permit in advance and indemnify, defend and hold FPT harmless from any taxes, costs and penalties arising from same.
If Customer claims a tax or other exemption, Customer must provide FPT with a valid exemption certificate or permit in advance and indemnify, defend and hold FPT harmless from any taxes, costs and penalties arising from same.
9. Payment Terms
9.1.
All invoices are due within 30 days from the date of the invoice. Any amount overdue is subject to finance charges at the maximum rate permissible by law. In addition, should any payment become thirty (30) days delinquent, FPT may stop all work without notice and/or cancel the Agreement in its sole discretion.
All invoices are due within 30 days from the date of the invoice. Any amount overdue is subject to finance charges at the maximum rate permissible by law. In addition, should any payment become thirty (30) days delinquent, FPT may stop all work without notice and/or cancel the Agreement in its sole discretion.
9.2.
Customer shall pay all costs reasonably incurred by FPT in collecting any past due amounts, including attorney fees.
Customer shall pay all costs reasonably incurred by FPT in collecting any past due amounts, including attorney fees.
10. Limited Warranty
10.1.
FPT warrants that:
FPT warrants that:
10.1.1.
The Services will be performed in a professional and workmanlike manner in accordance with industry standards;
The Services will be performed in a professional and workmanlike manner in accordance with industry standards;
10.1.2.
The Services will comply with all applicable laws, regulations, and standards at the time the Services are performed;
The Services will comply with all applicable laws, regulations, and standards at the time the Services are performed;
10.1.3.
FPT will use personnel who are properly trained, licensed, and qualified to perform the Services; and
FPT will use personnel who are properly trained, licensed, and qualified to perform the Services; and
10.1.4.
FPT shall provide any manufacturer's warranties available for materials or equipment provided by FPT through the Services.
FPT shall provide any manufacturer's warranties available for materials or equipment provided by FPT through the Services.
10.2.
This limited warranty shall extend for a period of one (1) year after the date on which the nonconforming Service was completed.
This limited warranty shall extend for a period of one (1) year after the date on which the nonconforming Service was completed.
10.3.
The warranty is void if the equipment subject to the Services has been misused, abused, or otherwise used in a manner that does not conform with all applicable specifications and standards, or has been repaired, altered, or inspected by anyone other than FPT without FPT's prior written approval.
The warranty is void if the equipment subject to the Services has been misused, abused, or otherwise used in a manner that does not conform with all applicable specifications and standards, or has been repaired, altered, or inspected by anyone other than FPT without FPT's prior written approval.
10.4.
If Customer notifies FPT in writing within ten (10) days after Customer is aware of a defect, FPT will, at its discretion and as the sole remedy for a warranty claim, repair the defective workmanship or refund the price of the Service paid to FPT for any Services that fail to meet the applicable specifications and SOW. If any replacement part or equipment proves defective, FPT will extend to Customer the benefits of any warranty FPT has received from the manufacturer.
If Customer notifies FPT in writing within ten (10) days after Customer is aware of a defect, FPT will, at its discretion and as the sole remedy for a warranty claim, repair the defective workmanship or refund the price of the Service paid to FPT for any Services that fail to meet the applicable specifications and SOW. If any replacement part or equipment proves defective, FPT will extend to Customer the benefits of any warranty FPT has received from the manufacturer.
10.5.
Any request for work that falls outside the warranty period shall be billed separately.
Any request for work that falls outside the warranty period shall be billed separately.
10.6.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, FPT DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT SUPPORTED HEREUNDER.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, FPT DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT SUPPORTED HEREUNDER.
11. Indemnification
To the fullest extent permitted by law, Customer shall indemnify and hold harmless FPT, its agents and employees from and against all claims, damages, losses, and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the Services or work hereunder, including claims of any person or entity not a party to the Agreement, except to the extent such claims arise from FPT's own negligence or willful misconduct. However, nothing in this section shall alter (and all such claims shall remain subject to) the limitations of liability or waiver of subrogation provided for in this Agreement.
12. Remedies
12.1.
FPT shall be entitled to recover from Customer all reasonable legal fees and expenses incurred in connection with FPT enforcing the terms and conditions of this Agreement.
FPT shall be entitled to recover from Customer all reasonable legal fees and expenses incurred in connection with FPT enforcing the terms and conditions of this Agreement.
12.2.
It is agreed that no suit or cause of action or other proceedings shall be brought against either party more than one (1) year after the accrual of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort, contract, or any other legal theory.
It is agreed that no suit or cause of action or other proceedings shall be brought against either party more than one (1) year after the accrual of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort, contract, or any other legal theory.
13. Force Majeure
FPT shall not be liable for failure to render Services or any delay, loss, damage or detention due to causes beyond its control, including but not limited to, strikes, unavailability of equipment or materials, delays by carriers, work stoppages, fires, lockouts, civil or military authority, insurrection or riot, action of the elements, forces of nature, acts of God, or any cause beyond FPT's control.
14. General Provisions
14.1.
No Assignment. Customer may not assign the Agreement without FPT's prior written consent. FPT may assign the Agreement to an affiliate without obtaining Customer's consent.
No Assignment. Customer may not assign the Agreement without FPT's prior written consent. FPT may assign the Agreement to an affiliate without obtaining Customer's consent.
14.2.
No Third-Party Beneficiaries. The Agreement is for the sole benefit of FPT and Customer hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.
No Third-Party Beneficiaries. The Agreement is for the sole benefit of FPT and Customer hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.
14.3.
Severability. When any provision of the Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, the Agreement will continue to be valid as to the other provisions and the remainder of the affected provision.
Severability. When any provision of the Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, the Agreement will continue to be valid as to the other provisions and the remainder of the affected provision.
14.4.
Applicable Law. The laws of the State of Connecticut shall govern the validity, enforceability, and interpretation of the Agreement.
Applicable Law. The laws of the State of Connecticut shall govern the validity, enforceability, and interpretation of the Agreement.
14.5.
Counterparts and Electronic Signatures. The Agreement may be electronically signed and acknowledged, and the electronic signatures are the same as handwritten signatures for purposes of validity, enforceability and admissibility.
Counterparts and Electronic Signatures. The Agreement may be electronically signed and acknowledged, and the electronic signatures are the same as handwritten signatures for purposes of validity, enforceability and admissibility.
******
