COMPLETE FIRE LIMITED, TERMS AND CONDITIONS, JANUARY 2012

1 GENERAL

1.1 COMPLETE FIRE LIMITED (“the supplier”) sells its goods and provides its services in accordance with the following terms and conditions which shall apply to every such sale or supply.

1.2 All estimates offers and acceptances made or given by us are deemed to incorporate the following terms and conditions except to the extent stated and/or as varied in writing by a director of the supplier, and to the exclusion of any conflicting terms and conditions submitted by the client.

1.3 All documents issued (estimates, orders, invoices etc) by Complete Fire Limited are deemed to include these terms and conditions.

1.4 These terms and conditions are effective from the 8th of January 2012 and will supersede any other terms and conditions issued by Complete Fire Limited prior to the 8th of January 2012.

2 DEFINITIONS

Within these terms and conditions the following expressions shall have the following meanings.

2.1 ‘The client’ shall mean the person, firm or company who has requested the supplier to provide goods or services or with whom the supplier contracts for the provision of goods and/or services.

2.2 ‘The goods’ shall mean the apparatus, materials or equipment (including any part thereof, any instalment of the goods or any parts for them), which the supplier agrees to supply to or to the order of the client.

2.3 ‘Group’ shall mean, in respect of either the client or the supplier, that party’s group composed of that party, its holding company (if any), and all subsidiary companies of that party and of that party’s holding company (if any).

2.4 ‘Group Company’ shall mean any company in the supplier’s group.

2.5 ‘Commissioning works’ shall mean the supplier’s commissioning engineer setting to work the goods.

2.6 ‘CDPA’ means the copyright designs and patents act 1988 as the same may be amended, extended or re-enacted from time to time.

2.7 ‘Inco-terms’ shall mean the international rules for the interpretation of trade terms of the International chamber of commerce, 2000 edition (ICC publication no. 560).

2.8 ‘Intellectual property rights’ shall mean patents, registered and unregistered designs, copyright, trademarks, database rights and all other intellectual property protection wherever in the world enforceable.

2.9 ‘Know-how’ shall mean all inventions, discoveries, improvements and processes (whether patentable or non-patentable), copyright works (including without limitation computer programs), designs (whether or not registered or register-able) and all other technical information of whatever nature.

2.10 ‘The supplier’ shall mean Complete Fire Limited, its sub contractors or any subsidiary company thereof.

2.11 ‘Services’ shall mean the services which the supplier agrees to supply to or to the order of the client.

2.12 ‘Terms and conditions’ shall mean these terms and conditions.

2.13 ‘Tender’ shall mean any offer or estimate

3 NOTES IN TENDERING

3.1 We have assumed that work can be carried out during normal working hours (between 0800 hours and 1700 hours Monday to Friday inclusive).and that there will be free access to all working areas without delays unless otherwise stated.

3.2 While every effort will be made to conceal wiring or other services, we have not included for lifting floors, chasing etc. and we have not included for any redecoration and builders work that may be necessary.

3.3 We have assumed that power, water, and secure storage for tools and equipment, shall be available and there will be toilet and washing facilities on site available for our use.

3.4 We have assumed that the defined escape routes are limited to the escape stairs and final exits from the building.

3.5 If existing cable is to be reused, it is assumed to be in good condition. If it is found to need testing and or replacement, then this may incur additional costs.

3.6 It is the responsibility of the customer to co-ordinate the activities of third parties, and to obtain approval from interested parties such as the consultants, fire brigade, building control, local authority and insurers.

3.7 Any variations after the order is accepted will be chargeable.

3.8 Prices are exclusive of making good any holes in walls, ceilings, floors, steelwork, metal tanks and other similar works and for the work of any mason, bricklayers, carpenters, redecorating or other additional work unless otherwise stated.

3.9 The client will provide details of the site Health and Safety requirements in advance.

3.10 All works would be carried out on a mutually agreed programme.

3.11 The supplier shall only accept the client’s order subject to these terms and conditions, except as otherwise agreed in writing by an authorised person or director of the supplier.

3.12 Unless otherwise stated prices estimated by us are open for acceptance for a maximum of 60 days from date of estimate.

4 CONDITIONS OF SALE

4.1 Unless otherwise stated prices are for goods sold “ex-works”: packing, carriage, insurance and other costs (if applicable) will be charged as extra to the estimate unless specified. Value added tax will be added at the appropriate rate.

4.2 All prices will be agreed before commencement of project. The supplier will estimate for the works required & enclose with it a specification stating proposed equipment & sundry items. This estimate will have a unique reference number that must be used on all correspondence.

4.3 Before commencement of works, the supplier will require a purchase order or written instruction confirming the reference number & price stated.

4.4 The supplier reserves the right to decrease or increase the quoted price (and in such event such decreased or increased price shall be deemed to be the original contract price);

4.4.1 By the amount of any increase in the costs of labour and materials which may occur after the date of our estimate and before delivery or completion of the contract (as the case may be).

4.4.2 By the amount of any increase in costs resulting from any alteration made by the client in any specification upon which the contract estimate or tender was based:

4.4.3 If during the contract the supplier should incur any extra costs as a result of being obliged to suspend work on the clients instructions or lack of instructions, interruptions, delays or work done outside of the suppliers normal working hours (unless otherwise agreed) any errors or mistakes affecting the contract for which the supplier is not responsible, or being obliged to keep any of the suppliers employees or the employees of the suppliers subcontractors on site after completion of the contract:

4.4.4 If the supplier should incur any extra cost as a result of any additions alterations or other changes being made to the site or to any plant or other services thereon after the supplier have submitted an estimated price (whether on the basis of an examination of the site or of the plans or models thereof).

4.5 Delivery and completion dates are approximate only and whilst every effort will be made to meet such dates we can accept no responsibility or liability for any delays however caused or occasioned. 4.6 No claims will be accepted in respect of discrepancies in goods delivered unless notification to the supplier is given within three days from the date of delivery or, in the case of non-delivery, within fourteen days of dispatch.

5 PAYMENTS

5.1 All payments are due strictly 30 days after date of Invoice.

5.2 Failure to pay or late payments will incur late payment charges of £70.00 excluding VAT, unless signed agreements made by both parties stating the change to standard payments terms plus interest charged at 13% per annum on all outstanding balances.

5.3 The suppliers preferred payment option is BACS other payments methods accepted are cash or cheque.

New Clients

5.4. Upon confirmation of the 1st order, the full payment shall be due upon the supplier producing a pro forma Invoice.

Interim Payments

5.5 On all orders placed for larger contracts stage payments may be requested by the supplier with consent & agreement from the client.

5.6 If the period between delivery, installation or commissioning is deemed to be excessive then the supplier may issue separate invoices for part payment of the contract as agreed with the client.

6 PROPERTY IN GOODS

Contracts for Supply of Goods only

6.1 Title to the goods supplied by the supplier shall not pass from the supplier to the client until full payment has been received by the supplier out of cleared funds.

Contracts for Supply and Installation of Goods

6.2 In any event title to the goods will not pass earlier than as stated in clause 6.1 subject to clause 6.1 Title to goods installed by the supplier shall pass to the client upon practical completion of the installation work & full payment has been received or as determined by the supplier.

6.3 When an installation is partially completed but cannot, in our opinion, be fully completed owing to the clients request or for any reason outside the suppliers control the property in the goods will pass to the client when the supplier certifies in writing that owing to the circumstances, the supplier is unable to complete the Installation. Such certification shall also state the amount payable by the client which shall be calculated on a pro-rata basis of the original price as determined by the supplier.

Risk

6.4 Notwithstanding Conditions 6.1 and 6.2 above, the risk in goods supplied by the supplier shall pass to the client upon delivery and the client shall also be responsible for insurance thereof from the time of delivery.

Returns

6.6 If any goods ordered are no longer required or ordered incorrectly by the Client (by means of accepting our estimate listing the equipment to be supplied) will be liable for a re-stocking charge of 25% of the net value excluding VAT & any delivery costs associated.

7 FIRE ALARMS

7.1 Estimates for installation are based upon specified quantities of materials and length of pipe-work, wiring and/or arrangements shown on drawings either provided by 3rd parties or by the client.

7.2 The supplier can take no responsibility for designs submitted for estimate unless specifically requested to in writing. Where this is applicable we shall refer to the drawing as a point of reference. In the event of the client failing to provide the supplier with all details necessary to provide an accurate design the supplier shall incur no responsibility or penalty for any failure associated with or arising from any design produced nor shall the supplier be liable for any damages arising whether in contract or tort, except as otherwise provided under these terms and conditions.

7.3 The supplier reserves the right to change the specification of equipment, without notification, for similar products without liability

7.4 All designs in relation to the siting of devices, interfaces & audible/visual devices are based upon best practice & should be taken that they will fulfil the required task, however upon commissioning should further devices be required, the supplier reserves the right to invoice for the return trip to site, labour & materials used, unless a full site visit to ascertain the building construction has been carried out & specified. The supplier shall not incur any liability for non conformance or non compliance in the event that the performance of the goods is affected by circumstances not made known to the supplier at the time of issuing any design including without limitation the acoustic qualities of any structure, the siting of machinery, plant, furniture, or fittings or the interior qualities or structure of any building.

7.5 While every reasonable effort will be made to provide adequate numbers of sounding devices accurate determination of sound levels cannot be made until after the installation is complete. In the unlikely event that the sound levels in some areas fall below the level specified, additional sounding devices may be fitted at additional cost to the client.

7.6 We assume the existing system (where applicable) is in good order. Should any additional wiring and equipment be required this may incur additional costs. This applies to any existing field equipment including power supplies, 240v supplies & any isolating equipment. The supplier will take no liability for any existing equipment that may be in line with current recommendations unless specified in the estimate.

7.7 If the fire alarm panel is changed, it may reveal earth faults not previously monitored. Tracing and rectification of earth faults would incur additional costs.

7.8 A latent fault in existing equipment or wiring can be revealed when the system is altered, modified or extended. Tracing and rectification of any faults would incur additional costs.

7.9 A 230V AC mains supply to a non-switched fused spur adjacent to the panel location is to be supplied by others, (unless specified by the supplier on the estimate). Ideally this should come directly from the distribution board and be terminated in a non switched double pole isolatable fused spur & wired in a suitable fire rated cable.

7.10 If and whenever any claim shall be made against the supplier by the fire authority or any other person, company or public body in respect of a false call you agree (unless we accept responsibility for the false call) to indemnify the supplier in respect thereof.

7.11 The supplier shall be entitled to postpone the issue of any certification, manuals, drawings or the like until full payment has been received by the supplier in accordance with these terms and conditions.

COMMISSIONING OF FIRE SYSTEMS (IF SPECIFIED)

Where the client is to fix goods provided by the supplier and the supplier is to commission the goods:

7.12 The client shall complete, sign and deliver to the supplier not less than seven days before commissioning is required the supplier’s application for commissioning;

7.13 The client shall ensure that the whole of the works to be commissioned are available to the supplier to enable the supplier to carry out the commissioning works in one continuous operation and the supplier shall be entitled to charge and the client shall pay the supplier standing time and additional costs at the supplier’s commissioning rate or multiples thereof incurred if the works to be commissioned are incomplete or not available to the supplier on the date stated for commissioning or if the commissioning works are delayed or interrupted due to the fault of the client.

7.14 The supplier will carry out commissioning works during any normal working hours, being weekdays between 0800 hours and 1700 hours Monday to Friday inclusive.

7.14.1 In the event that the client requires commissioning works outside normal working hours it must issue to the supplier an amendment to the application for commissioning. Commissioning works that take place outside the hours (stipulated in clause 7.14 above) shall be chargeable at the suppliers out of hour’s rates.

7.15 The supplier’s estimate for commissioning is prepared upon the basis that there shall be provided by the client free of charge to the supplier for use by the supplier’s commissioning engineer:

7.15.1 Mains and temporary power;

7.15.2 Scaffolding and access equipment;

7.15.3 Storage and welfare facilities;

7.15.4 As fitted installation drawing/installation schematic drawings clearly showing wiring routes;

7.15.5 Installers test sheets (including cable test sheet, text form & installation certificate).

7.16 The supplier shall not be required to complete any commissioning works unless there is a representative of the Installer present during the process of commissioning

7.17 The supplier will assume that by requesting our attendance & the return of the above information (7.12) that the system is clear of faults. Should the suppler find upon attendance that faults are present, the supplier reserves the right to charge at our standard or out of hour’s rates for this works on a time and materials basis. Our commissioning engineers will wherever possible aid the client in the rectification of faults but will not be responsible for rectifying them unless agreed by means of an official order or written instruction.

7.18 For guidance purposes the supplier estimates the number of days that will be required for a Commissioning engineer to commission and test the above system/equipment after installation, to BS 5839 part 1:2002 Section 39.2 clauses a, b, c, d e and f. Should further days be required these will incur additional costs

7.19 The client shall be responsible for witnessing the works of commissioning and signature on completion certifying that he/she/its authorised representative has witnessed the satisfactory operation of the goods. In the event that the client fails to do so, the warranty in clause 10 below shall not be available or apply in respect of the goods.

8 SPECIFICATIONS AND DRAWINGS

8.1 Estimates for installation are based upon specified quantities of materials and length of pipe-work, wiring and/or arrangements shown on drawings (either supplied by the client or by the supplier). Alterations involving extra material or labour may incur additional costs.

9 LIMITATIONS OF LIABILITY

9.1 Save in relation to death or personal injury the supplier shall be under no liability to the client or to any third party (including the clients employees and agents) for any injury, damages or loss howsoever caused in respect of or arising from the goods, the installation thereof or any defect in either or from any error in or omission from any report made by the supplier other than for direct physical loss or direct physical damage arising from the sole negligence of the supplier or our employees. These rights and the guarantee described are in total substitution for any right the client may otherwise have in respect of the goods and in respect of the installation (if applicable) both of which the client is deemed to have inspected and approved at the time of delivery or installation.

9.2 Nothing contained in these conditions shall affect the statutory rights of a client, whether a direct customer of the supplier or an indirect customer by virtue of any intermediate or sub sale, who is a consumer.

10 GUARENTEE

10.1 If within twelve months after delivery of goods (or in the case of installations after the date on which the property in goods supplied and installed by us is passed to you in accordance with clause 6.2) the client shall give to the supplier written notice that a defect exists in such goods and if the supplier is satisfied that such defects arose solely through faulty materials and if the supplier is satisfied that the goods have been subject to normal use the supplier shall make good such defect by means of repair or, at the suppliers discretion, by replacement excluding any labour & expenses incurred, which may incur additional costs.

11 FITNESS FOR PURPOSE

11.1 The client must satisfy itself that the goods supplied are fit for its purpose, as this is not guaranteed by the supplier, and all warranties save those expressly set out in these terms and conditions are hereby excluded to the fullest extent permitted by law.

12 SET OFF

12.1 The client shall not be entitled to set off any amounts due from the supplier against any one contract or against any other contract made with the supplier.

13 HEADINGS

13.1 The headings in these terms and conditions are for guidance only and shall not be used in any way in the interpretation of their meanings.

14 PROPER LAW

14.1 These terms and conditions and any contract of which they form part shall be governed and construed in accordance with English law and the client and the supplier submit to the non exclusive jurisdiction of the English courts.

15 ERRORS-OMISSIONS

15.1 In the event that any estimate by the supplier is found to contain an error or omission then the supplier reserves the right to amend the same without any liability.

16 WAIVER

16.1 No waiver by the supplier of any breach of the contract by the client shall be considered as a waiver of any subsequent breach of the same or any other provision.

17 SEVERABILITY

17.1 If any provision of the contract between the supplier and the client is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the contract and the remainder of the provision in question shall not be affected.

18 THIRD PARTY RIGHTS

18.1 No party who is not a party to the contract between the supplier and the client shall be entitled by virtue of the contracts (Rights of Third Parties) Act 1999 to enforce any provision of these terms and conditions/the contract.