1.1 Definitions:

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Charges: the charges payable by the Customer for the supply of the Services and/or Goods in accordance with clause 7.

Commencement Date: has the meaning given in clause 2.2.

Completion: means the point at which the Supplier has performed the Services in all material respects in accordance with the Specification and has provided all required Deliverables (including installation certificates and compliance documentation) and Goods, excluding minor defects or snags that do not materially affect use or compliance.

Conditions: these terms and conditions as amended from time to time in accordance with clause 12.9.

Contract: the contract between the Supplier and the Customer for the supply of Services and/or Goods in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: the person or firm who purchases Services and/or Goods from the Supplier.

Customer Default: has the meaning set out in clause 6.3.

Deliverables: means any documents, certificates, reports, drawings, schedules or compliance records, or other materials (excluding Goods) that the Supplier is required to produce and provide to the Customer under the Contract.

Goods: means any physical items, components, products, doors, doorsets, frames, seals, cavity barriers, intumescent materials, hardware, and consumables supplied by the Supplier to the Customer under the Contract, whether supplied on a stand-alone basis or in connection with the Services. For the avoidance of doubt, Goods may include fire-resistance products and assemblies sourced from third-party manufacturers and distributors, together with any associated documentation, labelling, certification or marking provided with them.

Intellectual Property Rights: means all copyrights, design rights, database rights, trade secrets, and other intellectual property rights (whether registered or unregistered) in any documents, reports, certificates, drawings, specifications, or other materials created by the Supplier in connection with the Services, excluding any rights in the Goods themselves or in manufacturer documentation.

Mandatory Policies: the business policies listed in Schedule 2.

Order: the Customer’s order for Services and/or Goods, as set out in the Customer’s purchase order form, or the Supplier’s quotation, as the case may be.

Services: means all work, tasks and activities performed by the Supplier under the Contract, including but not limited to the installation of Goods, fire-stopping works, sealing around electrical penetrations, inspection, adjustment, and any associated design, advice, testing, certification, and commissioning services as specified in the Contract.

Specification: the description or specification of the Services and/or Goods provided in writing by the Supplier to the Customer, as set out in Schedule 1.

Supplier: Pro-Fire Systems Limited registered in England and Wales with company number 06475867.

1.2 Interpretation:

1.2.1 A reference to legislation or a legislative provision:

1.2.1.1 is a reference to it as amended, extended or re-enacted from time to time; and

1.2.1.2 shall include all subordinate legislation made [from time to time under that legislation or legislative provision.

1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.3 The Schedules form part of the Contract and have effect as if set out in full in the body of these Conditions. Any reference to the
Contract or these Conditions shall include the Schedules.

1.2.4 A reference to writing or written includes email but not fax.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Services and/or Goods in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 The Contract comprises these Conditions and the Specification. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s marketing materials are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of (30) Business Days from its date of issue.

2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

2.7 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

3. SUPPLY OF SERVICES

3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified as may be set out in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. The Supplier shall not be liable for any delay caused by the Customer, other contractors, or circumstances beyond the Supplier’s reasonable control.

3.3 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, provided such amendment does not increase the Contract price or materially delay completion without the Customer’s consent. In all events. The Supplier shall notify the Customer in any such event.

3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

4. SUPPLY OF GOODS

4.1 Where Goods are supplied under the Contract, such Goods shall be described in the Specification.

4.2 The Supplier reserves the right to amend the Specification if required to comply with applicable law or regulatory requirements, provided such amendment does not materially affect quality or increase the Contract price without the Customer’s consent. The Supplier shall notify the Customer in any such event.

5. WARRANTIES

5.1 The Supplier warrants that it will install the Goods and perform the Services in accordance with manufacturer installation instructions, applicable certification requirements, and relevant British/European fire-resistance standards (including BS EN 1634-1/BS 476 Part 22), and with due regard to the Fire Safety Order 2005.

5.2 The Supplier warrants that any Goods supplied shall:

5.2.1 conform in all material respects with the Specification; and

5.2.2 be free from material defects in materials and workmanship at the time of delivery.

5.3 The Supplier hereby agrees to pass through to the Customer any manufacturer warranties that exist in relation to the Goods to the extent permitted.

5.4 The Supplier warrants that the Services will be performed with reasonable skill and care and that installation workmanship will be free from material defects for twelve (12) months from Completion. This warranty excludes fair wear and tear, damage, or
modifications not carried out by Supplier.

5.5 If the Customer notifies the Supplier in writing of a defect within a reasonable period and provides access for inspection, the Supplier will, at its option, repair or replace the defective Goods re-perform the Services or refund the relevant price. These
remedies are the Customer’s sole and exclusive remedies for breach of warranty.

5.6 The Supplier is not liable for defects caused by misuse, failure to follow instructions, alterations not carried out by the Supplier, or changes required to comply with law or regulatory requirements.

6. CUSTOMER'S OBLIGATIONS

6.1 The Customer remains responsible for fire-risk assessment, ongoing inspection and maintenance of installed fire safety measures and for compliance with Building Safety Act 2022, including information recording and sharing.

6.2 The Customer shall:

6.2.1 comply with all Applicable Laws and the Mandatory Policies.

6.2.2 ensure all information provided in the Specification and otherwise is complete and accurate;

6.2.2 co-operate with the Supplier and provide safe access to the Customer’s premises, office, site inductions, any facilities reasonably required;

6.2.3 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services and/or Goods, and ensure that such information is complete and accurate in all material respects;

6.2.4 prepare the site for the Services and supply of Goods and ensure a safe working environment in accordance with health and safety law;

6.2.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Services and/or Goods
before the date on which the Services and/or Goods are to start;

6.2.6 provide any data, drawings or materials reasonably required by the Supplier and ensure their accuracy;

6.2.7 keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and

6.2.8 comply with any additional obligations as set out in the Specification.

6.3 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation (Customer Default) the Supplier shall have the right
to suspend performance of the Services and/or Goods until the Customer remedies the Customer Default, and shall not be liable for any costs or losses sustained or incurred by the Customer Default.

6.4 The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

7. CHARGES AND PAYMENT

7.1 The price for the Services and/or Goods is the price set out in the Specification, or if no price is stated, in the Order. Prices exclude VAT and any agreed delivery or packaging costs.

7.2 The Supplier reserves the right to adjust the price to reflect:

7.2.1 any request by the Customer to change the type and extent of Services and/or Goods ordered, or the Specification; or

7.2.2 any delay caused by any instructions of the Customer in respect of the Services and/or Goods, or Customer Default, or failure by the Customer to give the Supplier adequate or accurate information or instructions in respect of the Services and/or Goods; or

7.2.3 any factor increases in costs beyond the reasonable control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, increases in labour, materials or manufacturing costs).

7.3 The Supplier may invoice the Customer before, on or at any time after Completion and/or installation of Services and/or Goods.

7.4 The Customer shall pay each invoice submitted by the Supplier:

7.4.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

7.4.2 in full and in cleared funds to the Supplier’s nominated bank account, and time for payment is of the essence.

7.5 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 10, interest accrues daily at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, plus any fixed-sum compensation and recovery costs permitted by law.

7.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. INTELLECTUAL PROPERTY RIGHTS

8.1 All Intellectual Property Rights in or arising out of or in connection with the Services, and Deliverables other than Intellectual Property Rights in any materials provided by the Customer (“Customer Materials”), shall be owned by the Supplier. No rights in the Goods themselves or in manufacturer documentation are transferred.

8.2 The Customer is granted a non-exclusive, non-transferable license to use the Deliverables solely for operating, maintaining, and demonstrating compliance for the building or project to which they relate.

8.3 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify the Customer Materials to the Supplier for the purpose of providing the Services and/or Goods to the Customer.

9. LIMITATION OF LIABILITY

9.1 The Supplier’s total aggregate liability arising under or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the Contract Price or 125% of the amount
paid or payable under the relevant Order.

9.2 The Supplier shall not be liable for any indirect or consequential loss, including loss of profit, business, goodwill, or anticipated savings.

9.3 Nothing in these Conditions limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or breach of title under section 2 of the Supply of Goods and Services Act 1982.

9.4 The Customer’s payment obligations are not limited by this clause.

9.5 This clause 10 shall survive termination of the Contract.

10. TERMINATION

10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

10.1.1 the other party commits a material breach of any term of the Contract and (if such a breach is capable of remedy) fails to remedy that breach within fourteen (14) days after being notified in writing to do so;

10.1.2 the other party becomes subject to any insolvency-related event, including entering administration, provisional liquidation or any arrangement with creditors (other than for a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed over any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

10.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its
business; or

10.1.4 the other party’s financial position deteriorates to such an extent that it reasonably appears unable to adequately fulfil its obligations under the Contract based on objective evidence.

10.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

10.2.1 the Customer fails to pay any amount due under the Contract within fourteen days (14) of the due date for payment; or

10.2.2 there is a change of Control of the Customer and such change materially affects the Customer’s ability to perform its obligations.

10.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services and/or Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due
under the Contract within fourteen days (14) of the due date for payment, the Customer becomes subject to any of the events listed in clause 11.1.2 to clause

11.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any such event. Notice of suspension shall be given in writing, and supply shall resume promptly once the relevant issue is resolved.

11. CONSEQUENCES OF TERMINATION

11.1 On termination of the Contract for any reason:

11.1.1 the Customer shall immediately pay all outstanding unpaid invoices and interest and, in respect of Services and/or Goods supplied but for which no invoice has been submitted, the Supplier shall submit 9 an invoice, which shall be payable by the Customer immediately on receipt;

11.1.2 the Customer shall return all of the Supplier Materials, Goods and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

11.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after  termination of the Contract shall remain in full force and effect.

12. GENERAL

12.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12.2 Assignment and other dealings.

12.3 The Supplier may at any time assign, or subcontract, any or all of its rights andobligations under the Contract without the Customer’s consent, provided that the Supplier remains responsible for the performance of its obligations

12.4 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

12.5 Confidentiality.

12.6 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by law or with the other party’s prior written consent. This clause shall survive termination of the Contract.

12.7 Entire agreement.

12.8 The Contract constitutes the entire agreement between the parties and supersedesand extinguishes all previous agreements, promises, assurances, representations and understandings between them, whether written or oral, relating to its subject
matter. Each party acknowledges that in entering into the Contract it has not relied on any statement, promise or representation not set out in the Contract.

12.9 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.10 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under
the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.11 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract. If any provision or part-provision
of this Contract is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.12 Notices.

12.13 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

12.13.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

12.13.2 sent by email to the addresses set out within the Order or the Specification (or an address substituted in writing by the party to be served):

12.14 Any notice shall be deemed to have been received:

12.14.1 if delivered by hand, at the time the notice is left at the proper
address;

12.14.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

12.14.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

12.15 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12.16 Third party rights. No one other than a party to the Contract shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

12.17 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

12.18 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.