For the purposes of the agreement Complete Detection Systems Limited (company no. 02249943) of the Old Rectory, 46 Leicester Road, Narborough, Leicestershire, LE19 2DF will be known as “CDS”. The party to whom the quotation is addressed will be known as the “Client”. The agreement for Services to be performed on the basis of these Terms shall be referred to as the “Agreement”.

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO CLAUSES 5 and 30 (LIMITATION OF LIABILITY).

1. INSTALLATION TERMS

2.Clauses 1 to 11 (inclusive) (“Installation Terms”) shall apply to the supply (if relevant), installation and commissioning of a Life Safety System (“Installation Services”).

3.The duration of the Installation Services shall be as agreed between the parties, but any target completion date is an estimate only. The Installation Services shall be complete on the date of completion of commissioning of the Life Safety System.

4.The scope of the Installation Services shall be strictly as explicitly set out within the quotation and the Installation Terms. For example, all 230-volt supplies and any substantive building works (including restorative works) to the Client’s premises required before or after completion of the Installation Services are not included within the scope of the Installation Services and must be carried out by a specialist third party unless the quotation explicitly states otherwise. These building works include, but are not limited to, specialist drilling, plastering, and wall chasing.

5.The Client is responsible for specifying the level of fire protection required within the Client’s premises, having consulted with the local fire authority, building insurers, and other interested parties (“Interested Parties”). Where the Client does not make such a specification, CDS may make recommendations to the Client but CDS does not accept any liability for such recommendations and the Client is responsible for satisfying itself that any proposal is adequate having consulted with Interested Parties. Where drawings of any kind cannot be provided by the Client, CDS will charge additional sums for producing such drawings. If the Client has an equality policy, then this must be made available to CDS prior to design of the Life Safety System in order for the policy’s requirements to be incorporated into the design.

6.Due to the precise nature of fixtures and furnishings within the Client’s premises not being known until a later stage, CDS does not guarantee audibility levels of a Life Safety System. On completion of installation of the Life Safety System, CDS will carry out an audibility test and will submit to the Client additional costs for additional sounders if required.

7.The Life Safety System will be fully commissioned on completion of its installation to provide full functionality and conformity to the design specification, including cause and effects programming. The commission process includes a formal handover of the Life Safety System to the Client. We will provide basic training on the use of the Life Safety System as standard. Subject to the Client having paid all outstanding invoices, all necessary certifications and manuals will be issued to the Client on completion of the Installation Services.

8.If as part of the Installation Services CDS has agreed to supply the Life Safety Equipment directly to the Client, clauses 8 to 11 (inclusive) shall apply.

9.Title in the Life Safety System shall pass to the Client on payment of all outstanding invoices. Risk in the Life Safety System shall pass to the Client on completion of the Installation Services.

10.CDS warrants, for a period of 12 months following the completion of the Installation Services, that the Life Safety Equipment shall be of (i) of satisfactory quality; and (ii) free from material defects in design, materials and workmanship (“Equipment Warranty”). The Equipment Warranty shall not apply:

(i) to any equipment not supplied by CDS;

(ii) to any equipment, of part thereof, not installed by CDS;

(iii) to any equipment damaged by vandalism or misuse, or any other event outside of the reasonable control of CDS;

(iv) to any consumables that form part of the equipment including (but not limited to) manual call point glasses or elements, batteries, and printer
rolls; and

(v) in the event that the Agreement does not include the provision of Maintenance Services (as defined below), to commence immediately following
completion of the Installation Services.

11. In the event that the Equipment Warranty does not apply, any claims for defective equipment shall be charged at CDS’s then current charge-out rate and equipment list price.

12. MAINTENANCE TERMS

13. Clauses 12 to 23 (inclusive) (“Maintenance Terms”) shall only apply to the extent that the Agreement includes the provision by CDS of any of the maintenance services listed in clause 19 (“Maintenance Services”).

14. The Maintenance Services shall run for the period set out in the quotation or otherwise agreed between the parties in writing unless terminated earlier in accordance with the General Terms. The number of service visits per year shall be as set out in the quotation or as otherwise agreed between the parties in writing.

15. Subject to the Client having paid the invoice for the relevant Maintenance Services and all other outstanding invoices, CDS will issue a certificate of inspection on completion of a service visit, giving details of any faults or recommendations, the certificate will comply with the requirements of the current appropriate code of practice.

16. CDS will invoice for the full cost of the annual Maintenance Services in advance, on receipt of the purchase order or other form of order in response to CDS’s quotation.

17. The Client agrees to accept CDS’s decision as to the method to be employed for repairs or adjustments when carrying out the Maintenance Services.

18. Unless the Equipment Warranty applies or unless otherwise specified in clause 19, any replacement equipment will incur an additional charge based on CDS’s then current list price and will be invoiced separately. Similarly, any additional service visits required outside of those listed in clause 19 will incur an additional charge based on CDS’s then current call-out rates and will be invoiced separately.

19.FIRE DETECTION & ALARM SYSTEMS MAINTENANCE SERVICES DESCRIPTIONS

(i) STANDARD MAINTENANCE SERVICES

(a) Carry out functional testing of equipment

(ii) INTERMEDIATE MAINTENANCE SERVICES

(a) Carry out functional testing of equipment
(b) Subject to clause 20, all additional visits to site at no additional charge.

(iii) COMPREHENSIVE MAINTENANCE SERVICES

(a) Carry out functional testing of equipment
(b) Subject to clause 20, all additional visits to site at no additional charge.
(c) Subject to clause 20, replacement parts detailed below provided FOC.

• Smoke Detectors
• Heat Detectors
• Manual Call Point
• Spare Call Point Glasses
• Sounders

(iv) PORTABLE FIRE EXTINGUISHERS MAINTENANCE SERVICES

(a) To include all spare parts used or found to be faulty during the service visit.
(b) All additional visits to be chargeable along with all parts used during an additional visit.

(v) EMERGENCY LIGHTING SYSTEMS MAINTENANCE SERVICES
Carry out a 3-hour discharge test per annum unless another specification for testing has been agreed. Provide a detailed report of all faulty units identified during testing.

(vi) FIRE SUPPRESSION SYSTEMS MAINTENANCE SERVICES
Carry out a full mechanical inspection and test where appropriate of the system (two service visits per annum). Work to be carried out in conjunction with the testing of fire alarm system.

(vii) ROOM INTEGRITY TESTING SERVICES
Complete annual integrity test of the specified room. Fees do not include rectification of any damage caused by the pressure test or remedial works required to stop air leakage from the room in the event the room fails the test; this will be quoted and will be carried out at additional cost.

(viii) FIRE ALARM SYSTEM MONITORING SERVICES
CDS can provide and service a monitoring system for your fire alarm system in accordance with the relevant GRADE required by your system.

20. List of exclusions from Intermediate and Comprehensive Maintenance Services:
• Wiring
• Printed Circuit Boards
• Batteries
• Equipment damaged by third parties
• Equipment damaged by events outside our control, i.e. lightning, etc.
• Equipment not operated as detailed in the manufacturer’s instructions

21. CDS Limited reserve the right to review their charge for Maintenance Services annually. New Maintenance Services charges will be confirmed in writing and the Client offered the opportunity to cancel their Maintenance Services.

22. Where CDS provides a monitoring service, the Client will be charged annually in advance for the monitoring charge. Where monitoring is provided, the charge will be in addition to the charge for the Maintenance Services, unless otherwise agreed in writing. CDS reserves the right to review the monitoring charge annually and any new service charges will be confirmed in writing and the Client offered the opportunity to cancel their monitoring services.

23. Call-out procedure:

(i) During normal working hours: Telephone our Leicester office on 0116 2725142 and ask for the Service Department

(ii) Outside normal working hours: Telephone our emergency call-out number 0116 2725142 and speak to our call centre who will direct the call to our “On Call” engineer.

24. GENERAL TERMS

25. Clauses 24 to 35 (inclusive) (“General Terms”) apply to the performance of both Installation Services (including the supply of any equipment) and Maintenance Services, which together shall be known as the “Services”.

26. References to the “Terms” shall be references to the Installation Terms, Maintenance Terms, and the General Terms.

27. The scope of the Services shall be as set out in the Terms and the quotation. Quotations are valid for 60 days from issue and subject to the Terms. Should the Client raise an order or otherwise make an offer to contract on the basis of a quotation, CDS may accept or reject this offer at its discretion. CDS’s acceptance of the Client’s offer shall exclusively be on the basis of these terms and may be made verbally, in writing (including by way of advance invoice), or by proceeding to carry out the relevant Services. In the event of any conflict between these terms and quotation, the quotation shall prevail.

28. CDS will carry out the Services to the relevant current standards in force at the time the services are performed (currently, BS5839:1, BS5839:6, BS52661, BSEN15001:1). CDS will carry out the Services with reasonable skill and care and within a reasonable time.

29. Payment terms will be as referred to on the relevant invoice and must be strictly adhered to and in any event must not exceed 30 days from the Client’s receipt of invoice, unless otherwise agreed by the parties in writing. In the event that the Client does not pay any costs when they fall due, CDS may, without prejudice to any other right or remedy CDS may have under these terms or at law, immediately on notice to the Client:

(i) suspend the provision of the Services to the Client indefinitely;

(ii) terminate the Agreement and the provision of the Services;

(iii) withhold any certificates of inspection; and

(iv) claim interest and fixed sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

30. LIMITATION OF LIABILITY THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

(i) In view of the express commitments given by CDS in these Terms, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

(ii) “liability” in this clause 30 means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities.

(iii) CDS will have no liability to the Client:
• for any delay due to events or matters outside CDS’s reasonable control;
• loss of profits and/or damage to goodwill;
• business interruption, loss of business, contracts, opportunity and/or production, loss or corruption of data; and/or
• indirect or consequential losses (even if CDS was advised that such liability may arise).

(iv) Subject to clause 30(iii) and (v), CDS’s total liability to the Client per claim or series of connected claims whatsoever and howsoever arising under or in connection with the Agreement shall be limited to the lesser of £50,000 and 150% of the total amount paid by the Client to CDS under the Agreement in the 12 months immediately prior to the act or omission giving rise to the claim.

(v) Nothing in these terms shall exclude or limit CDS’s liability for death or personal injury caused by CDS’s negligence or any liability caused by CDS’s fraud or any other liability which it is not permitted to exclude or limit as a matter of law, including breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

31. Insurances. CDS currently holds the following insurances:
Copies of insurance certificates are available on request.
Employer’s Liability £10,000,000.00
Public Liability £10,000,000.00
Product Liability £10,000,000.00
Professional Indemnity £5,000,000.00

32. Termination. Either party may terminate the Agreement on providing at least three months’ written notice to the other party. In the event the Agreement is terminated for any reason all sums due to CDS for Services performed or delivered as at the date of termination (whether invoiced as at the date of termination or not) shall become immediately payable by the Client. To the extent not covered by the foregoing, the Client shall also pay, immediately on receipt of an invoice from CDS, any additional charges, costs, or expenses incurred by CDS up to the date of termination, this may include but is not limited to engineering and design costs, charges for returning equipment, materials ordered from suppliers and/or re-stocking charges. In the event the Client terminates the Agreement it shall not be entitled to a refund of any advance fees paid to CDS.

33. Asbestos – The asbestos log book must be made available to our engineers by the Client, and asbestos within the building must be identified to our engineers before any Services begin. No allowance has been made in our quotations for the removal of asbestos.

34. Access and egress of equipment – unhindered access is required to all parts of the Client’s premises during the Services. All keys and access arrangements to secure areas are the responsibility of the Client and these should be provided to the engineers as required. If CDS needs to return to the Client’s site to carry out any Services due to access difficulties, CDS shall charge the Client for the visit at CDS’s then current call-out rates. Should high level access be required and cannot be provided by the Client then a hire charge will apply at the local hire charge rates + 15%.

35. The Agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with its subject matter or formation shall be governed by the laws of England. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with the Agreement or its subject matter or its formation.