Terms and Conditions

Standard Service Terms and Conditions

1. Payment is due upon receipt of invoice. Cincinnati Dayton Fire Protection (“Seller”) reserves the right to assess an interest charge of 1.5% per month or the maximum permitted by law, whichever is less, on accounts overdue. Customer agrees to pay all taxes including state and local taxes or excise taxes however designated, levied or based on the service charges pursuant to this Agreement. If Buyer fails to pay any monies when due hereunder, or otherwise fails to perform any act or covenant herein, such failure shall constitute a default of this agreement and shall entitle Seller to terminate this agreement upon five (5) days written notice to Buyer. Upon any event of Buyer’s default, Seller shall be entitled to exercise all rights and pursue all remedies available under this agreement or otherwise pursuant to applicable law. Additionally, Seller shall be entitled to recover its reasonable attorneys’ fees and costs incurred due to Buyer’s default.
2. The Buyer shall furnish sufficient space on the premises for material and proper facilities for execution of the work, including watchman, water, lighting, heating, telephone, and elevator service, when available at Buyer’s expense.
3. It is agreed the Seller assumes no responsibility for any personal injury or property damage arising directly or indirectly out of work covered by this order, including any loss or damage resulting from the testing, flushing, remodeling, or use of reworked or used material, unless due to the sole negligence of the Seller. It is understood that it is impossible to predetermine whether a system will stand testing for flushing pressures without resulting in water or other damage. The Buyer agrees to pay for any additional labor or material made necessary from the use of reworked or used material.
4. The Seller retains title to all material and equipment furnished, whether or not attached to the real estate (it being agreed that same, however attached, is to be deemed personal property), until full payment is made, and shall have the right in case of default by the Buyer hereunder to enter the premises and remove such material and equipment or any part thereof, whether or not attached to the real estate.
5. The Seller shall be under no obligation to the Buyer other than as expressed herein. The terms herein supersede any and all written and/or verbal agreements of any terms and conditions between Seller and Buyer governing the matters set forth herein.
6. In recognition of the relative risks and benefits of the Project to both the Buyer and the Seller, the risks have been allocated such that the Buyer agrees, to the fullest extent permitted by law, to limit the liability of the Seller and the Seller’s officers, directors, partners, employees, shareholders, owners and sub consultants for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys’ fees and costs and expert-witness fees and costs, so that the total aggregate liability of the Seller and the Seller’s officers, directors, partners, employees, shareholders, owners and sub consultants shall not exceed $5,000.00, or the Sellers total fee for services rendered on this Project, whichever is lesser. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.
7. Buyer agrees and understands that water based fire protection system equipment shall be maintained in accordance of NFPA 25 Standard for Inspection, Testing and Maintenance of Water Based Fire Protection Systems and is the sole responsibility of the buyer.
8. Buyer agrees and understands that low point origins are their sole responsibility and shall be maintained in accordance of NFPA 25.
9. Buyer agrees and understands that fire alarm system equipment shall be maintained in accordance of NFPA72 National Fire Alarm and Signaling Code and is the sole responsibility of the buyer.
10. Buyer agrees and understands that clean agent fire extinguishing system equipment shall be maintained in accordance of NFPA2001 Standard for Clean Agent Fire Extinguishing Systems and is the sole responsibility of the buyer.
11. Buyer agrees and understands that portable fire extinguisher shall be maintenance in accordance of NFPA10 Standard for Portable Fire Extinguishers and is the sole responsibility of the buyer.
12. Buyer warrants and represents that the person signing this Agreement on its behalf is fully authorized to sign on behalf of Buyer, and that Buyer shall be bound hereby.
13. Any revision, modification or alteration to these Terms and Conditions must be mutually agreed to by both parties, and must be evidenced by written notations on these Terms and Conditions that are initialed by both parties, otherwise no such revision, modification or alteration shall be valid.
14. Buyer warrants and represents that it has read and understood all of the terms set forth herein and that Buyer voluntarily agrees to be bound by this Agreement.

Inspection and Testing Terms and Conditions

1. This initial agreement is limited to the inspection and testing of the existing fire sprinkler equipment only and does not include any maintenance, alterations, repairs, replacement of parts or any field adjustments whatsoever.
2. This Agreement will commence on the effective date and continue for an initial period of 5 years. This Agreement will thereafter automatically renew for successive terms of (5 ) year(s). Either party may terminate this Agreement at the end of the initial (5 ) year term or at the end of any subsequent (5 ) year term by giving the other party ninety (90) days written notice prior to the expiration date. The inspection shall not be pro-rated if this Agreement terminated after payment has been made.
   Buyer shall have the option to pay Cincinnati Dayton Fire Protection (CDF) an ‘Annual Maintenance Fund’ in the amount of $_________ at the beginning of each year during the term of this Agreement, which shall be applied as payment for any repairs, maintenance and service of fire and safety equipment requested by Buyer. If the cost of CDF’s repairs, maintenance and service exceed the amount of the Annual Maintenance Fund in a given year, the Buyer agrees to pay the excess amounts to CDF upon receipt of CDF’s invoice. If there is a remaining balance left in the Annual Maintenance Fund at the end of any year of the term, CDF shall be entitled to keep the remaining balance. The Annual Maintenance Fund for the succeeding year of the term (if applicable) must be paid by Buyer in accordance with the terms of this paragraph.”
3. Cincinnati Dayton Fire Protection (“CDF”), shall complete a written report after each inspection and shall promptly report all needed maintenance, repairs and replacement of parts, which in the judgment of CDF, may be needed. The report and any recommendations are only advisory in nature and are intended to assist Buyer in reducing the possibility of loss to property by indicating obvious defects or impairments noted to the system and equipment inspected and/or tested which require prompt consideration. The Report of Inspection and any other report forms or tags used, reflect the condition of the equipment at the time of the inspection only. CDF shall furnish a written report after each inspection to Buyer and does have the permission of Buyer to forward a copy of these reports to Buyer’s Insurance Inspection Bureau, Local Fire Department, or water purveyor, if requested. Buyer shall be responsible for distributing written report to appropriate maintenance personnel.
4. CDF may at all reasonable times enter any part of the said premises for the purpose hereof. If for any reason CDF must wait for an unreasonable amount of time on Buyer to enter parts of said premises, the Buyer shall pay CDF, as an extra to the contract amount shown above, the additional expense involved. Any cancellation of any appointment of Buyer must be made, in writing, no less than twenty-four (24) hours prior to the scheduled time of the appointment. Failure by Buyer to provide the required notice of cancellation shall result in CDF being entitled to assess a trip charge to Buyer. CDF shall also be entitled to cancel the appointment and to be paid a trip charge in the event that CDF is unable to enter Buyer’s premises within thirty (30) minutes after its arrival.
5. Any additional devices or equipment or adjunct added to the above premises after the date hereof shall be inspected by CDF and Buyer shall pay therefore an additional price commensurate with the usual charges made by CDF for inspecting such equipment, and a new contract shall be executed incorporating such additional equipment or adjuncts at a price to be agreed upon between CDF and Buyer.
6. Any additional work requested by Buyer, including repairs, replacement of parts or field adjustments, will be furnished at an extra charge and handled as a separate agreement. CDF will provide Buyer with an estimated price, as requested, before the additional work is performed
7. All notices by either party to the other shall be in writing and served by mail, postage paid, directed to the other party at its mailing address herein designated, as well as electronic mail directed to the following: CDF: efrieden@ryanfp.com; Buyer: _____________________________
8. If a party materially breaches this agreement, the other party may provide written notice of the breach and a reasonable time under the circumstances to cure the breach, but in no event less than a thirty (30) days cure period. If the breaching party fails to cure the breach within the specified time period, the non- breaching party may terminate the agreement upon fifteen (15) days written notice to the other party. If CDF notifies Buyer of a material breach pursuant to this paragraph, CDF may temporarily suspend services under this agreement during the specified cure period.
9. This proposal may be withdrawn by CDF, if not accepted within thirty (30) days from the date shown above.
10. CDF may automatically adjust the price annually effective on the first invoice in each calendar year. This adjustment will be driven by the percentage change in CDF’s regular time hourly labor cost. CDF’s regular time hourly labor cost equals the sum of the regular time hourly labor rate plus the cost of fringe benefits and applicable taxes, without limitation welfare, retirement benefits, vacation, paid holidays, insurance, and other contributions, paid to personnel where the equipment is located.
11. If the controlling ownership or management of Buyer changes during the term of this Agreement, the new owner or manager of Buyer shall have the right to terminate this Agreement within 30 days of said change. If this Agreement is not terminated within 30 days of the change of ownership or management, then this Agreement shall automatically be deemed to be transferred and assigned to the new owner or manager.
12. Payment is due upon receipt of invoice. Cincinnati Dayton Fire Protection (“CDF”) reserves the right to assess an interest charge of 1.5% per month or the maximum permitted by law, whichever is less, on accounts overdue. Buyer agrees to pay all taxes including state and local taxes or excise taxes however designated, levied or based on the service charges pursuant to this Agreement. If Buyer fails to pay any monies when due hereunder, or otherwise fails to perform any act or covenant herein, such failure shall constitute a default of this agreement and shall entitle CDF to terminate this agreement upon five (5) days written notice to Buyer. Upon any event of Buyer’s default, CDF shall be entitled to exercise all rights and pursue all remedies available under this agreement or otherwise pursuant to applicable law. Additionally, CDF shall be entitled to recover its reasonable attorneys’ fees and costs incurred due to Buyer’s default.
13. The Buyer shall furnish sufficient space on the premises for material and proper facilities for execution of the work, including watchman, water, lighting, heating, telephone, and elevator service, when available, at Buyer’s expense.
14. It is agreed CDF assumes no responsibility for any personal injury or property damage arising directly or indirectly out of work covered by this Agreement.
15. In recognition of the relative risks and benefits to both the Buyer and CDF, the risks have been allocated such that the Buyer agrees, to the fullest extent permitted by law, to limit the liability of CDF and CDF’s officers, directors, partners, employees, shareholders, owners and sub consultants for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys’ fees and costs and expert-witness fees and costs, so that the total aggreCDFte liability of CDF and CDF’s officers, directors, partners, employees, shareholders, owners and sub consultants shall not exceed $5,000.00, or CDF’s total annual fee for services rendered, whichever is lesser. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.
16. Buyer agrees that all fire and safety equipment shall be maintained in accordance with the applicable NFPA Standards, Codes and Regulations, at the sole responsibility and cost of the Buyer.
17. Buyer warrants and represents that the person signing this Agreement on its behalf is fully authorized to sign on behalf of Buyer, and that Buyer shall be bound hereby.
18. Any revision, modification or alteration to these Terms and Conditions must be mutually agreed to by both parties, and must be evidenced by written notations on these Terms and Conditions that are initialed by both parties, otherwise no such revision, modification or alteration shall be valid.
19. Buyer warrants and represents that it has read and understood all of the terms set forth herein and that Buyer voluntarily agrees to be bound by this Agreement. CDF shall be under no obligation to the Buyer other than as expressed herein. The terms herein supersede any and all written and/or verbal agreements of any terms and conditions between CDF and Buyer governing the matters set forth herein.